☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~June 26, 2023,~~April 2, 2024, ~~11,008,945~~11,038,276 shares of the registrant’s common stock were outstanding.


	Three months ended							Nine months ended						Three months ended						Six months ended
($ and shares in thousands, except per share amounts)	May 31, 2023				May 31, 2022			May 31, 2023			May 31, 2022			February 29, 2024			February 28, 2023			February 29, 2024			February 28, 2023
Operating revenues	$	164,553			$	214,259		$	506,953		$	580,547		$	151,519		$	166,241		$	312,877		$	342,400
Cost of operating revenues		111,332				152,579			346,454			438,486			102,565			111,983			214,018			235,122
Gross profit		53,221				61,680			160,499			142,061			48,954			54,258			98,859			107,278

Operating expenses:
Selling expense		8,681				8,148			27,092			24,070			9,498			8,733			19,315			18,410
General and administrative expense		13,061				14,647			41,237			40,548			13,466			13,739			28,128			28,176
Engineering and research expense		4,522				3,723			13,350			10,582			3,892			4,521			8,244			8,829
Total operating expenses		26,264				26,518			81,679			75,200			26,856			26,993			55,687			55,415

Operating income		26,957				35,162			78,820			66,861			22,098			27,265			43,172			51,863
				��
Other income (expense):
Interest expense		(948	)			(1,006	)		(2,895	)		(3,345	)		(830	)		(1,038	)		(1,707	)		(1,947	)
Interest income		680				118			1,545			456			1,295			490			2,363			865
Other income (expense), net		(957	)			1,282			(2,000	)		264			134			(984	)		(136	)		(1,043	)
Total other income (expense)		(1,225	)			394			(3,350	)		(2,625	)		599			(1,532	)		520			(2,125	)

Earnings before income taxes		25,732				35,556			75,470			64,236			22,697			25,733			43,692			49,738

Income tax expense		8,851				10,483			22,320			16,696			4,574			7,681			10,550			13,469

Net earnings	$	16,881			$	25,073		$	53,150		$	47,540		$	18,123		$	18,052		$	33,142		$	36,269

Earnings per share:
Basic	$	1.53			$	2.28		$	4.83		$	4.34		$	1.64		$	1.64		$	3.01		$	3.30
Diluted	$	1.53			$	2.28		$	4.80		$	4.31		$	1.64		$	1.63		$	2.99		$	3.28

Shares used in computing earnings per share:
Basic		11,008				10,978			11,001			10,960			11,033			11,007			11,025			10,998
Diluted		11,052				11,021			11,063			11,020			11,074			11,063			11,067			11,068

Cash dividends declared per share	$	0.34			$	0.33		$	1.02		$	0.99		$	0.35		$	0.34		$	0.70		$	0.68


	Three months ended						Nine months ended						Three months ended					Six months ended
($ in thousands)	May 31, 2023			May 31, 2022			May 31, 2023			May 31, 2022			February 29, 2024			February 28, 2023		February 29, 2024			February 28, 2023
Net earnings	$	16,881		$	25,073		$	53,150		$	47,540		$	18,123		$	18,052	$	33,142		$	36,269
Other comprehensive (loss) income:
Defined benefit pension plan adjustment, net of tax		39			49			119			146			36			40		73			80
Foreign currency translation adjustment, net of hedging activities and tax		(507	)		991			(1,385	)		(362	)		(583	)		1,308		(747	)		(878	)
Unrealized gain (loss) on marketable securities, net of tax		60			(65	)		132			(227	)
Total other comprehensive (loss) income, net of tax (benefit) expense of ($134), $257, ($552), and $238 respectively		(408	)		975			(1,134	)		(443	)
Unrealized gain on marketable securities, net of tax														22			71		59			72
Total other comprehensive (loss) income, net of tax expense (benefit) of $262, $52, $96, and ($417) respectively														(525	)		1,419		(615	)		(726	)
Total comprehensive income	$	16,473		$	26,048		$	52,016		$	47,097		$	17,598		$	19,471	$	32,527		$	35,543


($ and shares in thousands, except par values)	May 31, 2023			May 31, 2022			August 31, 2022			February 29, 2024			February 28, 2023			August 31, 2023
ASSETS
Current assets:
Cash and cash equivalents	$	131,577		$	81,757		$	105,048		$	133,415		$	97,675		$	160,755
Marketable securities		12,806			13,930			11,460			17,219			8,763			5,556
Receivables, net of allowance of $5,113, $4,197, and $4,118, respectively		154,167			155,518			138,200
Receivables, net of allowance of $5,149, $4,959, and $5,048, respectively											153,624			167,007			144,774
Inventories, net		166,759			195,566			193,776			167,334			178,703			155,932
Other current assets, net		25,943			28,663			28,617
Other current assets											29,121			27,973			20,467
Total current assets		491,252			475,434			477,101			500,713			480,121			487,484

Property, plant, and equipment:
Cost		252,741			239,001			240,981			275,340			246,396			257,741
Less accumulated depreciation		(155,749	)		(144,560	)		(146,509	)		(164,649	)		(152,558	)		(158,060	)
Property, plant, and equipment, net		96,992			94,441			94,472			110,691			93,838			99,681

Intangibles, net		16,860			18,769			18,208			26,277			17,329			27,719
Goodwill		67,441			67,476			67,130			84,099			67,409			83,121
Operating lease right-of-use assets		17,378			20,263			19,181			16,755			17,984			17,036
Deferred income tax assets		11,518			7,857			9,313			9,203			9,518			10,885
Other noncurrent assets		22,177			27,676			25,248			17,542			22,881			19,734
Total assets	$	723,618		$	711,916		$	710,653		$	765,280		$	709,080		$	745,660

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	42,207		$	72,350		$	60,036		$	47,903		$	52,998		$	44,278
Current portion of long-term debt		225			221			222			228			224			226
Other current liabilities		90,616			101,243			100,684			81,147			79,566			91,604
Total current liabilities		133,048			173,814			160,942			129,278			132,788			136,108

Pension benefits liabilities		4,653			5,474			4,892			4,234			4,733			4,382
Long-term debt		115,209			115,384			115,341			115,075			115,253			115,164
Operating lease liabilities		18,119			20,688			19,810			16,936			18,659			17,689
Deferred income tax liabilities		689			730			1,054			677			702			689
Other noncurrent liabilities		15,104			15,056			15,256			16,046			14,673			15,977
Total liabilities		286,822			331,146			317,295			282,246			286,808			290,009

Shareholders' equity:

Preferred stock of $1 par value - authorized 2,000 shares; no shares issued and outstanding		—			—			—
Common stock of $1 par value - authorized 25,000 shares; 19,092, 19,063, and 19,063 shares issued, respectively		19,092			19,063			19,063
Preferred stock of $1 par value - authorized 2,000 shares; no shares issued and outstanding											—			—			—
Common stock of $1 par value - authorized 25,000 shares; 19,122, 19,091, and 19,094 shares issued, respectively											19,122			19,091			19,094
Capital in excess of stated value		96,627			92,516			94,006			101,060			94,834			98,508
Retained earnings		620,922			564,805			579,000			661,715			607,784			636,297
Less treasury stock - at cost, 8,083 shares		(277,238	)		(277,238	)		(277,238	)		(277,238	)		(277,238	)		(277,238	)
Accumulated other comprehensive loss, net		(22,607	)		(18,376	)		(21,473	)		(21,625	)		(22,199	)		(21,010	)
Total shareholders' equity		436,796			380,770			393,358			483,034			422,272			455,651
Total liabilities and shareholders' equity	$	723,618		$	711,916		$	710,653		$	765,280		$	709,080		$	745,660


Lindsay Corporation and Subsidiaries	Lindsay Corporation and Subsidiaries																						Lindsay Corporation and Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY	CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY																						CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
($ and shares in thousands, except per share amounts)	($ and shares in thousands, except per share amounts)																						($ and shares in thousands, except per share amounts)
(Unaudited)	(Unaudited)																						(Unaudited)
		Shares of common stock		Shares of treasury stock		Common stock		Capital in excess of stated value			Retained earnings			Treasury stock			Accumulated other comprehensive loss, net			Total shareholders’ equity				Shares of common stock		Shares of treasury stock		Common stock		Capital in excess of stated value			Retained earnings			Treasury stock			Accumulated other comprehensive loss, net			Total shareholders’ equity
Balance at August 31, 2021			18,991		8,083	$	18,991	$	86,495		$	528,130		$	(277,238	)	$	(17,933	)	$	338,445
Comprehensive income:
Net earnings			—		—		—		—			47,540			—			—			47,540
Other comprehensive loss			—		—		—		—			—			—			(443	)		(443	)
Total comprehensive income			—		—		—		—			—			—			—			47,097
Cash dividends ($.99) per share			—		—		—		—			(10,865	)		—			—			(10,865	)
Issuance of common shares under share compensation plans, net			72		—		72		1,960			—			—			—			2,032
Share-based compensation expense			—		—		—		4,061			—			—			—			4,061
Balance at May 31, 2022			19,063		8,083	$	19,063	$	92,516		$	564,805		$	(277,238	)	$	(18,376	)	$	380,770


Balance at August 31, 2022			19,063		8,083	$	19,063	$	94,006		$	579,000		$	(277,238	)	$	(21,473	)	$	393,358				19,063		8,083	$	19,063	$	94,006		$	579,000		$	(277,238	)	$	(21,473	)	$	393,358
Comprehensive income:
Net earnings			—		—		—		—			53,150			—			—			53,150				—		—		—		—			36,269			—			—			36,269
Other comprehensive loss			—		—		—		—			—			—			(1,134	)		(1,134	)			—		—		—		—			—			—			(726	)		(726	)
Total comprehensive income			—		—		—		—			—			—			—			52,016				—		—		—		—			—			—			—			35,543
Cash dividends ($1.02) per share			—		—		—		—			(11,228	)		—			—			(11,228	)
Cash dividends ($.68) per share																									—		—		—		—			(7,485	)		—			—			(7,485	)
Issuance of common shares under share compensation plans, net			29		—		29		(2,154	)		—			—			—			(2,125	)			28		—		28		(2,261	)		—			—			—			(2,233	)
Share-based compensation expense			—		—		—		4,775			—			—			—			4,775				—		—		—		3,089			—			—			—			3,089
Balance at May 31, 2023			19,092		8,083	$	19,092	$	96,627		$	620,922		$	(277,238	)	$	(22,607	)	$	436,796
Balance at February 28, 2023																									19,091		8,083	$	19,091	$	94,834		$	607,784		$	(277,238	)	$	(22,199	)	$	422,272


Balance at August 31, 2023																									19,094		8,083	$	19,094	$	98,508		$	636,297		$	(277,238	)	$	(21,010	)	$	455,651
Comprehensive income:
Net earnings																									—		—		—		—			33,142			—			—			33,142
Other comprehensive loss																									—		—		—		—			—			—			(615	)		(615	)
Total comprehensive income																									—		—		—		—			—			—			—			32,527
Cash dividends ($.70) per share																									—		—		—		—			(7,724	)		—			—			(7,724	)
Issuance of common shares under share compensation plans, net																									28		—		28		(783	)		—			—			—			(755	)
Share-based compensation expense																									—		—		—		3,335			—			—			—			3,335
Balance at February 29, 2024																									19,122		8,083	$	19,122	$	101,060		$	661,715		$	(277,238	)	$	(21,625	)	$	483,034

See accompanying notes to condensed consolidated financial statements.	See accompanying notes to condensed consolidated financial statements.																						See accompanying notes to condensed consolidated financial statements.


Lindsay Corporation and Subsidiaries	Lindsay Corporation and Subsidiaries																					Lindsay Corporation and Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY	CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY																					CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
($ and shares in thousands, except per share amounts)	($ and shares in thousands, except per share amounts)																					($ and shares in thousands, except per share amounts)
(Unaudited)	(Unaudited)																					(Unaudited)
		Shares of common stock		Shares of treasury stock		Common stock		Capital in excess of stated value		Retained earnings			Treasury stock			Accumulated other comprehensive loss, net			Total shareholders’ equity				Shares of common stock		Shares of treasury stock		Common stock		Capital in excess of stated value		Retained earnings			Treasury stock			Accumulated other comprehensive loss, net			Total shareholders’ equity
Balance at February 28, 2022			19,061		8,083	$	19,061	$	90,711	$	543,355		$	(277,238	)	$	(19,351	)	$	356,538
Comprehensive income:
Net earnings			—		—		—		—		25,073			—			—			25,073
Other comprehensive income			—		—		—		—		—			—			975			975
Total comprehensive income			—		—		—		—		—			—			—			26,048
Cash dividends ($.33) per share			—		—		—		—		(3,623	)		—			—			(3,623	)
Issuance of common shares under share compensation plans, net			2		—		2		155		—			—			—			157
Share-based compensation expense			—		—		—		1,650		—			—			—			1,650
Balance at May 31, 2022			19,063		8,083	$	19,063	$	92,516	$	564,805		$	(277,238	)	$	(18,376	)	$	380,770


Balance at February 28, 2023			19,091		8,083	$	19,091	$	94,834	$	607,784		$	(277,238	)	$	(22,199	)	$	422,272
Balance at November 30, 2022																								19,090		8,083	$	19,090	$	93,079	$	593,475		$	(277,238	)	$	(23,618	)	$	404,788
Comprehensive income:
Net earnings			—		—		—		—		16,881			—			—			16,881				—		—		—		—		18,052			—			—			18,052
Other comprehensive income			—		—		—		—		—			—			(408	)		(408	)			—		—		—		—		—			—			1,419			1,419
Total comprehensive income			—		—		—		—		—			—			—			16,473				—		—		—		—		—			—			—			19,471
Cash dividends ($0.34) per share					—		—		—		(3,743	)		—			—			(3,743	)			—		—		—		—		(3,743	)		—			—			(3,743	)
Issuance of common shares under share compensation plans, net			1		—		1		106		—			—			—			107				1		—		1		139		—			—			—			140
Share-based compensation expense			—		—		—		1,687		—			—			—			1,687				—		—		—		1,616		—			—			—			1,616
Balance at May 31, 2023			19,092		8,083	$	19,092	$	96,627	$	620,922		$	(277,238	)	$	(22,607	)	$	436,796
Balance at February 28, 2023																								19,091		8,083	$	19,091	$	94,834	$	607,784		$	(277,238	)	$	(22,199	)	$	422,272


Balance at November 30, 2023																								19,115		8,083	$	19,115	$	98,628	$	647,455		$	(277,238	)	$	(21,100	)	$	466,860
Comprehensive income:
Net earnings																								—		—		—		—		18,123			—			—			18,123
Other comprehensive loss																								—		—		—		—		—			—			(525	)		(525	)
Total comprehensive income																								—		—		—		—		—			—						17,598
Cash dividends ($.35) per share																										—		—		—		(3,863	)		—			—			(3,863	)
Issuance of common shares under share compensation plans, net																								7		—		7		700		—			—			—			707
Share-based compensation expense																								—		—		—		1,732		—			—			—			1,732
Balance at February 29, 2024																								19,122		8,083	$	19,122	$	101,060	$	661,715		$	(277,238	)	$	(21,625	)	$	483,034

See accompanying notes to condensed consolidated financial statements.	See accompanying notes to condensed consolidated financial statements.																					See accompanying notes to condensed consolidated financial statements.


	Nine months ended						Six months ended
($ in thousands)	May 31, 2023			May 31, 2022			February 29, 2024			February 28, 2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings	$	53,150		$	47,540		$	33,142		$	36,269
Adjustments to reconcile net earnings to net cash provided by (used in) operating activities:
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization		14,466			14,930			10,574			9,695
Provision for uncollectible accounts receivable		985			734			249			834
Deferred income taxes		(1,548	)		514			1,488			(185	)
Share-based compensation expense		4,775			4,061			3,335			3,089
Unrealized foreign currency transaction loss (gain)		2,045			(754	)
Unrealized foreign currency transaction (gain) loss								(94	)		878
Other, net		574			645			150			354
Changes in assets and liabilities:
Receivables		(15,842	)		(63,365	)		(9,349	)		(28,707	)
Inventories		25,289			(49,209	)		(12,003	)		14,014
Other current assets		4,401			1,669			(7,009	)		1,635
Accounts payable		(17,953	)		26,319			3,792			(6,178	)
Other current liabilities		(11,865	)		822			(15,186	)		(25,553	)
Other noncurrent assets and liabilities		691			(8,840	)		3,047			1,742
Net cash provided by (used in) operating activities		59,168			(24,934	)
Net cash provided by operating activities								12,136			7,887

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant, and equipment		(13,283	)		(12,222	)		(18,773	)		(7,222	)
Purchases of marketable securities		(4,932	)		(18,468	)		(15,042	)		—
Proceeds from maturities of marketable securities		3,675			23,592			3,525			2,725
Other investing activities, net		(4,399	)		(2,952	)		(540	)		(1,214	)
Net cash used in investing activities		(18,939	)		(10,050	)		(30,830	)		(5,711	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of stock options		—			2,894			479			—
Dividends paid								(7,724	)		(7,485	)
Common stock withheld for payroll tax obligations		(2,471	)		(1,181	)		(1,575	)		(2,471	)
Proceeds from employee stock purchase plan		346			319
Principal payments on long-term debt		(166	)		(163	)
Dividends paid		(11,228	)		(10,865	)
Other financing activities, net								229			128
Net cash used in financing activities		(13,519	)		(8,996	)		(8,591	)		(9,828	)

Effect of exchange rate changes on cash and cash equivalents		(181	)		(1,370	)		(55	)		279
Net change in cash and cash equivalents		26,529			(45,350	)		(27,340	)		(7,373	)
Cash and cash equivalents, beginning of period		105,048			127,107			160,755			105,048
Cash and cash equivalents, end of period	$	131,577		$	81,757		$	133,415		$	97,675

Note 2 – Revenue Recognition

Disaggregation of Revenue

A breakout by segment of revenue recognized over time versus at a point in time for the three and ~~nine~~six months ended ~~May 31,~~February 29, 2024 and 2023 ~~and 2022~~ is as follows:


	Three months ended						Three months ended						Three months ended						Three months ended
	May 31, 2023						May 31, 2022						February 29, 2024						February 28, 2023
($ in thousands)	Irrigation		Infrastructure		Total		Irrigation		Infrastructure		Total		Irrigation		Infrastructure		Total		Irrigation		Infrastructure		Total
Point in time	$	135,990	$	16,817	$	152,807	$	183,085	$	22,083	$	205,168	$	125,241	$	12,343	$	137,584	$	141,528	$	14,697	$	156,225
Over time		6,581		1,383		7,964		5,608		1,750		7,358		7,777		1,437		9,214		6,248		1,657		7,905
Revenue from the contracts with customers		142,571		18,200		160,771		188,693		23,833		212,526		133,018		13,780		146,798		147,776		16,354		164,130

Lease revenue		—		3,782		3,782		—		1,733		1,733		—		4,721		4,721		—		2,111		2,111
Total operating revenues	$	142,571	$	21,982	$	164,553	$	188,693	$	25,566	$	214,259	$	133,018	$	18,501	$	151,519	$	147,776	$	18,465	$	166,241


	Nine months ended						Nine months ended						Six months ended						Six months ended
	May 31, 2023						May 31, 2022						February 29, 2024						February 28, 2023
($ in thousands)	Irrigation		Infrastructure		Total		Irrigation		Infrastructure		Total		Irrigation		Infrastructure		Total		Irrigation		Infrastructure		Total
Point in time	$	423,212	$	51,743	$	474,955	$	498,468	$	52,806	$	551,274	$	257,746	$	25,294	$	283,040	$	287,245	$	34,927	$	322,172
Over time		19,218		4,494		23,712		16,892		3,959		20,851		15,440		2,668		18,108		12,614		3,111		15,725
Revenue from the contracts with customers		442,430		56,237		498,667		515,360		56,765		572,125		273,186		27,962		301,148		299,859		38,038		337,897

Lease revenue		—		8,286		8,286		—		8,422		8,422		—		11,729		11,729		—		4,503		4,503
Total operating revenues	$	442,430	$	64,523	$	506,953	$	515,360	$	65,187	$	580,547	$	273,186	$	39,691	$	312,877	$	299,859	$	42,541	$	342,400

Further disaggregation of revenue is disclosed in the Note 1314 – Industry Segment Information.

For contracts with an initial length longer than twelve months, the unsatisfied performance obligations were $~~1.6~~1.0 million at ~~May 31, 2023.~~February 29, 2024.

Contract Balances

Contract assets arise when recorded revenue for a contract exceeds the amounts billed under the terms of such contract. Contract liabilities arise when billed amounts exceed revenue recorded. Amounts are billable to customers upon various measures of performance, including achievement of certain milestones and completion of specified units of completion of the contract. At ~~May 31,~~February 29, 2024, February 28, 2023, ~~May 31, 2022,~~ and August 31, ~~2022,~~2023, contract assets amounted to $~~1.3~~1.1 million, $~~1.0~~1.1 million, and $~~0.9~~1.3 million, respectively. These amounts are included within other current assets on the condensed consolidated balance sheets.

Contract liabilities include advance payments from customers and billings in excess of delivery of performance obligations. At ~~May 31,~~February 29, 2024, February 28, 2023, ~~May 31, 2022,~~ and August 31, ~~2022,~~2023, contract liabilities amounted to $~~21.2~~18.3 million, $~~35.0~~17.9 million, and $~~30.6~~20.5 million, respectively. Contract liabilities are included within other current liabilities and other noncurrent liabilities on the condensed consolidated balance sheets. During the Company’s ~~nine~~six months ended ~~May 31,~~February 29, 2024 and February 28, 2023, ~~and 2022,~~ the Company recognized $~~26.3~~12.1 million and $~~32.7~~25.0 million of revenue that were included in the liabilities as of August 31, ~~2022~~2023 and ~~2021~~2022 respectively. The revenue recognized was due to applying advance payments received for the performance obligations completed during the quarter.

Note 3 – Net Earnings per Share

Basic earnings per share is calculated on the basis of weighted average outstanding common shares. Diluted earnings per share is calculated on the basis of basic weighted average outstanding common shares adjusted for the dilutive effect of stock options, restricted stock unit awards and other dilutive securities.

- 10 -

Table of Contents

The following table shows the computation of basic and diluted net earnings per share for the three and ~~nine~~six months ended ~~May 31, 2023~~February 29, 2024 and ~~2022:~~2023:


	Three months ended				Nine months ended				Three months ended				Six months ended
($ and shares in thousands, except per share amounts)	May 31, 2023		May 31, 2022		May 31, 2023		May 31, 2022		February 29, 2024		February 28, 2023		February 29, 2024		February 28, 2023
Numerator:
Net earnings	$	16,881	$	25,073	$	53,150	$	47,540	$	18,123	$	18,052	$	33,142	$	36,269

Denominator:
Weighted average shares outstanding		11,008		10,978		11,001		10,960		11,033		11,007		11,025		10,998
Diluted effect of stock awards		44		43		62		60		41		56		42		70
Weighted average shares outstanding assuming dilution		11,052		11,021		11,063		11,020		11,074		11,063		11,067		11,068

Basic net earnings per share	$	1.53	$	2.28	$	4.83	$	4.34	$	1.64	$	1.64	$	3.01	$	3.30
Diluted net earnings per share	$	1.53	$	2.28	$	4.80	$	4.31	$	1.64	$	1.63	$	2.99	$	3.28

Certain stock options and restricted stock units were excluded from the computation of diluted net earnings per share because their effect would have been anti-dilutive. Performance stock units are excluded from the calculation of dilutive potential common shares until the threshold performance conditions have been satisfied. The number of securities excluded from the computation of earnings per share because their effect would have been anti-dilutive was not significant for the three and ~~nine~~six months ended ~~May 31, 2023~~February 29, 2024 and ~~2022.~~February 28, 2023.

The following table presents the Company’s financial assets and liabilities measured at fair value, based upon the level within the fair value hierarchy in which the fair value measurements fall, as of ~~May 31,~~February 29, 2024, February 28, 2023, ~~May 31, 2022,~~ and August 31, ~~2022.~~2023. There were no transfers between any levels for the periods presented.


									February 29, 2024
($ in thousands)									Level 1		Level 2			Level 3		Total
Cash and cash equivalents									$	133,415	$	—		$	—	$	133,415
Marketable securities:
Corporate bonds										—		10,084			—		10,084
U.S. treasury securities										—		7,135			—		7,135
Derivative asset										—		1,840			—		1,840
Derivative liability										—		(391	)		—		(391	)

	May 31, 2023								February 28, 2023
($ in thousands)	Level 1		Level 2		Level 3		Total		Level 1		Level 2			Level 3		Total
Cash and cash equivalents	$	131,577	$	—	$	—	$	131,577		97,675		—			—		97,675
Marketable securities:
Corporate bonds		—		11,360		—		11,360		—		6,976			—		6,976
U.S. treasury securities		—		1,446		—		1,446		—		1,787			—		1,787
Derivative asset		—		2,817		—		2,817		—		3,520			—		3,520

	May 31, 2022								August 31, 2023
($ in thousands)	Level 1		Level 2		Level 3		Total		Level 1		Level 2			Level 3		Total
Cash and cash equivalents	$	81,757	$	—	$	—	$	81,757	$	160,755	$	—		$	—	$	160,755
Marketable securities:
Corporate bonds		—		10,754		—		10,754		—		4,095			—		4,095
U.S. treasury securities		—		3,176		—		3,176		—		1,461			—		1,461
Derivative asset		—		1,080		—		1,080		—		1,672			—		1,672

	August 31, 2022
($ in thousands)	Level 1		Level 2		Level 3		Total
Cash and cash equivalents	$	105,048	$	—	$	—	$	105,048
Marketable securities:
Corporate bonds		—		9,668		—		9,668
U.S. treasury securities		—		1,792		—		1,792
Derivative asset		—		5,505		—		5,505
Derivative liability										—		(457	)		—		(457	)

- 1213 -

Table of Contents

The Company’s investment in marketable securities consists of United States treasury ~~bonds and investment grade corporate~~ bonds. The marketable securities are classified as available-for-sale and are carried at fair value with the change in unrealized gains and losses reported as a separate component on the condensed consolidated statements of comprehensive income until realized. The Company determines fair value using data points that are observable, such as quoted prices and interest rates. The amortized cost of the investments approximates fair value. Investment income is recorded within other income (expense) on the condensed consolidated statements of earnings. As of ~~May 31, 2023, approximately~~ 70 ~~percent~~February 29, 2024, all of the Company’s marketable securities investments mature within one ~~year and~~ 30 ~~percent mature within one to two years.~~year.

The Company enters into derivative instrument agreements to manage risk in connection with changes in foreign currency. The Company only enters into derivative instrument agreements with counterparties who have highly rated credit and does not enter into derivative instrument agreements for trading or speculative purposes. The fair values are based on inputs other than quoted prices that are observable for the asset or liability and are determined by standard calculations and models that use readily observable market parameters. These inputs include foreign currency exchange rates and interest rates. Industry standard data providers are the primary source for forward and spot rate information for both interest rates and foreign currency exchange rates.

~~On March 28, 2022, the~~The Company has entered into ~~a fixed-to-fixed~~various cross currency ~~swap~~swaps that mature between the second quarter of fiscal 2026 and the third quarter of fiscal 2027 with a total notional amount of $~~50.0~~100.0 million, or €~~45.6~~91.7 ~~million, that is set to mature on~~ ~~March 30, 2027~~.million. The Company elected the spot method for designating ~~this contract~~these swaps as a net investment ~~hedge.~~hedges. Changes in the fair value of ~~this contract~~these contracts are reported in accumulated other comprehensive loss on the condensed consolidated balance sheets and the fair value of these contracts are recorded within other noncurrent assets and other noncurrent liabilities on the condensed consolidated balance sheets. The fair value of these contracts as of February 29, 2024 are included in the table above as either a derivative asset or liability.

At February 29, 2024 the Company had an outstanding foreign currency forward contract to sell a notional amount of 189.6 million South African rand at fixed prices to settle during the Company's next fiscal quarter ending May 31, 2024. The Company’s foreign currency forward contract does not qualify as a hedge of a net investment in foreign operations. The fair value of this contract as of ~~May 31, 2023, is disclosed in the table above, and~~February 29, 2024 is recorded within other ~~noncurrent~~current assets on the condensed consolidated balance sheets.

There were no required fair value adjustments for assets and liabilities measured at fair value on a non-recurring basis for the ~~nine~~six months ended ~~May 31, 2023~~February 29, 2024 or ~~2022.~~2023.

Note 89 – Commitments and Contingencies

In the ordinary course of its business operations, the Company enters into arrangements that obligate it to make future payments under contracts such as lease agreements. Additionally, the Company is involved, from time to time, in commercial litigation, employment disputes, administrative proceedings, business disputes and other legal proceedings. The Company has established accruals for certain proceedings based on an assessment of probability of loss. The Company believes that any such currently-pending proceedings are either covered by insurance or would not have a material effect on the business or its consolidated financial statements if decided in a manner that is unfavorable to the Company. Such proceedings are exclusive of environmental remediation matters which are discussed separately below.

Infrastructure Products

The Company is currently defending a number of product liability lawsuits arising out of vehicle collisions with highway barriers incorporating the Company’s X-Lite® end terminal. Despite the September 2018 reversal of a sizable judgment against a competitor, the Company expects that the significant attention brought to the infrastructure products industry by the original judgment may lead to additional lawsuits being filed against the Company and others in the industry.

The Company, certain of its subsidiaries, and certain third parties which originally designed the X-Lite end terminal have also been named in a lawsuit filed on June 9, 2020 in the Circuit Court of Cole County, Missouri by Missouri Highways and Transportation Commission (“MHTC”). MHTC alleges, among other things, that the X-Lite end terminal was defectively designed and failed to perform as designed, intended, and advertised, leading to MHTC’s removal and replacement of X-Lite end terminals from Missouri’s roadways. MHTC alleges strict liability (defective design and failure to warn), negligence, breach of express warranties, breach of implied warranties (merchantability and fitness for a particular purpose), fraud, and public nuisance. MHTC seeks compensatory damages, interest, attorneys’ fees, and punitive damages.

The Company believes it has meritorious factual and legal defenses to each of the lawsuits discussed above and is prepared to vigorously defend its interests. Based on the information currently available to the Company, the Company does not

- 14 -

Table of Contents

believe that a loss is probable in any of these lawsuits; therefore, no accrual has been included in the Company’s consolidated financial statements. While it is reasonably possible that a loss may be incurred, the Company is unable to estimate a range of potential loss due to the complexity and current status of these lawsuits. However, the Company maintains insurance coverage to mitigate the impact of adverse exposures in these lawsuits and does not expect that these lawsuits will have a material adverse effect on its business or its consolidated financial statements.

~~In June~~

Following the March 2019 filing of a qui tam lawsuit (as amended, the ~~Company was informed~~“Lawsuit”) by ~~letter that~~an individual relator, on behalf of the United States and twelve individual states, in the United States District Court for the Northern District of New York (the “Court”), the Department of Justice, Civil Division and the U.S. ~~Attorney’s~~Attorney's Office for the Northern District of New York ~~with the assistance of the Department of Transportation, Office of Inspector General, are conducting~~(the “U.S. Attorney’s Office”) proceeded to initiate an investigation ofinto the ~~Company~~relator’s allegations relating to the ~~Company’s~~Company's X-Lite end terminal and potential violations of the ~~federal civil~~ False Claims Act. ~~Depending on~~On September 28, 2023, the ~~outcome~~U.S. Attorney’s Office submitted a letter motion (the “Letter Motion”) informing the Court that the United States had investigated the relator’s allegations and now sought to move to dismiss the Lawsuit as it had “determined that dismissal is commensurate with the public interest because the claims lack merit and the matter does not warrant the continued expenditure of ~~this matter, there~~resources to pursue or monitor the action.” The U.S. Attorney’s Office also noted that it had “been advised by counsel for the twelve states that the states [had] no objection to the Court declining to exercise supplemental jurisdiction over the remaining state claims and to dismissing those claims without prejudice to the states.” On October 2, 2023, the Court granted the Letter Motion and indicated that a motion to dismiss could be ~~a material adverse effect on~~filed without further order or pre-motion conference. On October 12, 2023, after the ~~Company’s business or~~relator proceeded to file his own notice of voluntary dismissal, the U.S. Attorney’s Office filed its ~~consolidated financial statements. Given~~notice of consent to the ~~current posture~~relator’s voluntary dismissal. On October 26, 2023, the Court ordered the dismissal of the ~~matter,~~Lawsuit without prejudice as to the ~~Company is unable to estimate a range~~relator, the United States, and each of ~~potential loss, if any, or to express an opinion regarding~~ the ~~ultimate outcome.~~twelve state plaintiffs.

Environmental Remediation

In previous years, the Company committed to a plan to remediate environmental contamination of the groundwater at and adjacent to its Lindsay, Nebraska facility (the “site”). The current estimated aggregate accrued cost of $~~13.1~~10.7 million is based on consideration of remediation options which the Company believes could be successful in meeting the long-term regulatory requirements of the site. The Company submitted a revised remedial alternatives evaluation report to the U.S. Environmental Protection Agency (“EPA”) and the Nebraska Department of Environment and Energy (the “NDEE”) in August 2020 to review remediation alternatives and proposed plans for the site. While the proposed remediation plan is preliminary and has not been approved by the EPA or the NDEE, they approved an in situ thermal remediation pilot study ~~has been approved to be~~that was conducted by the Company at a specific location on the site. The Company ~~commenced implementation of~~completed the pilot program in the ~~second half~~fourth quarter of ~~calendar 2022~~fiscal 2023. A final report was submitted to the EPA and ~~expects~~NDEE for review in November 2023. The Company continues to ~~complete~~work with the ~~pilot program in calendar 2023.~~EPA and the NDEE on finalizing the proposed remediation plans for the site. Of the total liability as of ~~May 31, 2023,~~February 29, 2024, $~~8.7~~8.0 million was calculated on a discounted basis using a discount rate of 1.2 percent, which represents a risk-free rate. This discounted portion of the liability amounts to $~~9.8~~9.0 million ~~on an undiscounted basis.~~at February 29, 2024.

The Company accrues the anticipated cost of investigation and remediation when the obligation is probable and can be reasonably estimated. While ~~a definitive~~the plan has not been formally approved by the EPA, the Company believes the current accrual is a good faith estimate of the long-term cost of remediation at this site; however, the estimate of costs and their timing could change as a result of a number of factors, including but not limited to (1) EPA input on the proposed remediation plan and any changes which the EPA may subsequently require, (2) ~~effectiveness of the in situ thermal remediation pilot study, (3)~~ refinement of cost estimates and length of time required to complete remediation and post-remediation operations and maintenance, ~~(4)~~(3) effectiveness of the technology chosen in remediation of the site as well as changes in technology that may be available in the future, and ~~(5)~~(4) unforeseen circumstances existing at the site. As a result of these factors, the actual amount of costs incurred by the Company in connection with the remediation of contamination of its Lindsay, Nebraska site

~~- 14 -~~

~~Table of Contents~~

could exceed the amounts accrued for this expense at this time. While any revisions could be material to the operating results of any fiscal quarter or fiscal year, the Company does not expect such additional expenses would have a material adverse effect on its liquidity or financial condition.

The following table summarizes the environmental remediation liability classifications included in the condensed consolidated balance sheets as of ~~May 31,~~February 29, 2024, February 28, 2023, ~~May 31, 2022,~~ and August 31, ~~2022:~~2023:


($ in thousands)	May 31, 2023		May 31, 2022		August 31, 2022		February 29, 2024		February 28, 2023		August 31, 2023
Other current liabilities	$	2,483	$	4,934	$	4,179	$	460	$	3,097	$	1,287
Other noncurrent liabilities		9,817		10,967		10,967		10,172		9,975		10,175
Total environmental remediation liabilities	$	12,300	$	15,901	$	15,146	$	10,632	$	13,072	$	11,462

Note 1112 – Other Current Liabilities


($ in thousands)	May 31, 2023		May 31, 2022		August 31, 2022		February 29, 2024		February 28, 2023		August 31, 2023
Other current liabilities:
Contract liabilities	$	19,362	$	33,833	$	29,494	$	16,825	$	16,782	$	18,800
Compensation and benefits		19,214		18,243		23,148		16,705		16,490		24,957
Warranties		14,489		13,477		14,080		14,371		14,172		14,535
Dealer related liabilities								10,405		8,969		9,629
Tax related liabilities		11,082		7,730		7,820		7,905		9,044		9,187
Dealer related liabilities		9,108		7,046		8,396
Operating lease liabilities								3,415		3,069		3,028
Deferred revenue - lease		3,194		1,022		1,064		1,634		1,223		2,830
Operating lease liabilities		2,980		3,329		3,159
Accrued insurance								771		1,049		1,163
Accrued environmental liabilities		2,483		4,934		4,179		460		3,097		1,287
Accrued insurance		1,138		1,274		1,193
Other		7,566		10,355		8,151		8,656		5,671		6,188
Total other current liabilities	$	90,616	$	101,243	$	100,684	$	81,147	$	79,566	$	91,604

There were no shares repurchased during the three or ~~nine~~six months ended ~~May 31,~~February 29, 2024 and February 28, 2023 ~~and 2022~~ under the Company’s share repurchase program. The remaining amount available under the repurchase program was $63.7 million as of ~~May 31, 2023.~~February 29, 2024.

Note 1314 – Industry Segment Information

~~- 15 -~~

~~Table of Contents~~

The Company manages its business activities in two reportable segments: irrigation and infrastructure. The Company evaluates the performance of its reportable segments based on segment revenues ~~gross profit~~ and operating income, with operating income for segment purposes excluding unallocated corporate general and administrative expenses, interest income, interest expense, other income and expenses and income taxes. Operating income for segment purposes includes general and administrative expenses, selling expenses, engineering and research expenses and other overhead charges directly attributable to the segment. There are no inter-segment sales included in the amounts disclosed. The Company had no single customer who represented 10 percent or more of its total revenues during the three or ~~nine~~six months ended ~~May 31, 2023~~February 29, 2024 or ~~2022.~~2023.

Irrigation – This reporting segment includes the manufacture and marketing of center pivot, lateral move and hose reel irrigation systems and large diameter steel tubing as well as various innovative technology solutions such as GPS positioning and guidance, variable rate irrigation, remote irrigation management and scheduling technology, irrigation consulting and

- 16 -

Table of Contents

design and industrial internet of things, or “IIoT”, solutions. The irrigation reporting segment consists of one operating segment.

Infrastructure – This reporting segment includes the manufacture and marketing of moveable barriers, specialty barriers, crash cushions and end terminals, and road marking and road safety equipment. The infrastructure reporting segment consists of one operating segment.


	Three months ended						Nine months ended						Three months ended						Six months ended
($ in thousands)	May 31, 2023			May 31, 2022			May 31, 2023			May 31, 2022			February 29, 2024			February 28, 2023			February 29, 2024			February 28, 2023
Operating revenues:
Irrigation:
North America	$	75,027		$	96,153		$	249,315		$	275,601		$	82,845		$	90,354		$	172,222		$	174,288
International		67,544			92,540			193,115			239,759			50,173			57,422			100,964			125,571
Irrigation total		142,571			188,693			442,430			515,360			133,018			147,776			273,186			299,859
Infrastructure		21,982			25,566			64,523			65,187			18,501			18,465			39,691			42,541
Total operating revenues	$	164,553		$	214,259		$	506,953		$	580,547		$	151,519		$	166,241		$	312,877		$	342,400

Operating income:
Irrigation	$	30,727		$	39,567		$	92,188		$	81,513		$	25,649		$	32,820		$	50,956		$	61,461
Infrastructure		3,556			3,779			8,947			6,869			3,506			2,019			7,125			5,391
Corporate		(7,326	)		(8,184	)		(22,315	)		(21,521	)		(7,057	)		(7,574	)		(14,909	)		(14,989	)
Total operating income		26,957			35,162			78,820			66,861			22,098			27,265			43,172			51,863

Interest and other expense, net		(1,225	)		394			(3,350	)		(2,625	)		599			(1,532	)		520			(2,125	)
Earnings before income taxes	$	25,732		$	35,556		$	75,470		$	64,236		$	22,697		$	25,733		$	43,692		$	49,738

On April 3, 2024, the Company agreed to acquire a 49.9% non-controlling minority interest in Pessl Instruments GmbH ("Pessl"), an Austrian company that provides agricultural technology solutions focused on field monitoring systems such as weather stations and soil moisture probes. The agreement includes a call option that if exercised, would allow the Company to acquire the remainder of Pessl's outstanding shares based on Pessl's future earnings at certain dates between approximately two-and-a-half and five years after the date of the agreement. The transaction is expected to close in the second half of the Company's fiscal 2024, subject to customary closing conditions and regulatory approvals.

ITEM 2 ‑ Management's Discussion and Analysis of Financial Condition and Results of Operations

This Quarterly Report on Form 10-Q contains not only historical information, but also forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements that are not historical are forward-looking and reflect information concerning possible or assumed future results of operations and planned financing of the Company. In addition, forward-looking statements may be made orally or in press releases, conferences, reports, on the Company's web site, or otherwise, in the future by or on behalf of the Company. When used by or on behalf of the Company, the words “expect,” “anticipate,” “estimate,” “believe,” “intend,” “will,” “plan,” “predict,” “project,” “outlook,” “could,” “may,” “should” or similar expressions generally identify forward-looking statements. The entire section entitled “Executive Overview and Outlook” should be considered forward-looking statements. For these statements, the Company claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

Forward-looking statements involve a number of risks and uncertainties, including but not limited to those discussed in the “Risk Factors” section in the Company’s Annual Report on Form 10-K for the fiscal year ended August 31, ~~2022.~~2023. Readers should not place undue reliance on any forward-looking statement and should recognize that the statements are predictions of future results or conditions, which may not occur as anticipated. Actual results or conditions could differ materially from those anticipated in the forward-looking statements and from historical results, due to the risks and uncertainties described herein and in the Company’s other public filings with the Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K for the Company’s fiscal year ended August 31, ~~2022,~~2023, as well as other risks and uncertainties not now anticipated. The risks and uncertainties described herein and in the Company’s other public filings are not exclusive and further information concerning the Company and its businesses, including factors that potentially could materially affect the Company's financial results, may emerge from time to time. Except as required by law, the Company assumes no obligation to update forward-looking statements to reflect actual results or changes in factors or assumptions affecting such forward-looking statements.

In March 2020, the World Health Organization declared coronavirus (COVID-19) a global pandemic. COVID-19 has had a limited impact on the Company’s manufacturing operations to date. While the Company implemented new procedures to protect the health and well-being of employees and customers, costs associated with these procedures have not been material. In addition, the pandemic has not had a material adverse effect on demand for the Company’s irrigation or infrastructure products; however, the COVID-19 pandemic did result in a slowdown of road construction activity and delays in certain project implementations. As pandemic conditions improved and economic activity increased, the Company experienced a number of supply chain challenges including increased lead times and limited availability of certain components, significant raw material inflation, and labor and logistics constraints.

The ongoing effects of the COVID-19 pandemic on the Company’s business, results of operations, or cash flows in future periods remain uncertain and will depend on numerous evolving factors that the Company may not be able to accurately predict or effectively respond to, including, without limitation: the duration and scope of any outbreak; the transmissibility and severity of new variants of COVID-19; actions taken by governments, businesses, and individuals in response to any outbreak; the effect on economic activity and actions taken in response; the effect on customers and their demand for the Company’s products and services; and the Company’s ability to manufacture, sell, and service its products, including without limitation as a result of supply chain challenges, facility closures, social distancing, restrictions on travel, fear or anxiety by the populace, and shelter-in-place orders.

In preparing the Company’s condensed consolidated financial statements in conformity with U.S. GAAP, management must make a variety of decisions which impact the reported amounts and the related disclosures. These decisions include the selection of the appropriate accounting principles to be applied and the assumptions on which to base accounting estimates. In making these decisions, management applies its judgment based on its understanding and analysis of the relevant circumstances and the Company’s historical experience.

The Company’s accounting policies that are most important to the presentation of its results of operations and financial condition, and which require the greatest use of judgments and estimates by management, are designated as its critical accounting policies. See discussion of the Company’s critical accounting policies under Item 7 in the Company’s Annual Report on Form 10-K for the Company’s fiscal year ended August 31, ~~2022.~~2023. Management periodically re-evaluates and

adjusts its critical accounting policies as circumstances change. There were no significant changes in the Company’s critical accounting policies during the ~~nine~~six months ended ~~May 31, 2023.~~February 29, 2024.

See Note 1 – Basis of Presentation and the disclosure therein of recently adopted accounting guidance to the condensed consolidated financial statements set forth in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Operating revenues for the three months ended ~~May 31, 2023~~February 29, 2024 were ~~$164.6~~$151.5 million, a decrease of 239 percent compared to ~~$214.3~~$166.2 million for the three months ended ~~May 31, 2022.~~February 28, 2023. Irrigation segment revenues for the three months ended February 29, 2024 decreased 2410 percent to ~~$142.6~~$133.0 million ~~and~~from the same prior year period, while infrastructure segment revenues ~~decreased 14 percent to $22.0 million.~~of $18.5 million were equivalent during both periods. Net earnings for the three months ended ~~May 31, 2023~~February 29, 2024 were ~~$16.9~~$18.1 million, or ~~$1.53~~$1.64 per diluted share, compared to net earnings of ~~$25.1~~$18.1 million, or ~~$2.28~~$1.63 per diluted share, for the three months ended ~~May 31, 2022.~~February 28, 2023.

The primary drivers for the Company’s irrigation segment are the need for irrigated agricultural crop production, which is tied to population growth and the attendant need for expanded food production, and the need to use water resources efficiently. These drivers are affected by a number of factors, including the following:

Demand for irrigation equipment in the U.S. has ~~declined over~~remained stable during the first half of fiscal 2024 compared to the same prior year ~~period, as~~period. Net farm income levels in calendar 2023, although lower than historically high 2022 levels, supported farmer ~~sentiment has been negatively impacted by~~profitability and demand for investment so far in our fiscal 2024. However, the ~~projected decrease~~forecasted decline in estimated 2024 net farm income, ~~higher interest rates and concerns regarding inflation and general economic uncertainty. This has resulted in customers delaying capital investment decisions. We believe this may shift~~if realized, could negatively affect demand for irrigation equipment ~~to later in~~during the ~~calendar year as customers become better-positioned to determine their level~~remainder of ~~profitability for the current crop year. During this period the~~our fiscal 2024. The Company has been able to maintain its pricing for irrigation equipment while inflationary pressure on steel and other raw material costs as well as freight and logistics costs, have ~~moderated. The Company expects~~moderated compared to ~~continue to actively track these circumstances and will monitor its prices in connection with changes in raw material and other costs.~~the same prior year period.

The most significant opportunities for growth in irrigation sales over the next several years continue to be in international markets where irrigation use is less developed and demand is driven ~~primarily~~not only by ~~expansion of agricultural production,~~commodity prices and net farm income, but also by food security, water scarcity and population growth. While international irrigation markets remain active with opportunities for further development and expansion, regional political and economic factors, including armed conflict, currency conditions and other factors can create a challenging environment. The Company continues to monitor ~~the~~ Ukraine and Russia conflict for both short and long-term implications and has suspended new business activity in Russia and Belarus since February 2022. Sales with Russian, Ukrainian and ~~Ukrainian~~Belarusian customers historically have represented less than 5 percent of consolidated revenues. Additionally, international results are heavily dependent upon project sales which tend to fluctuate and can be difficult to forecast accurately.

The infrastructure business continues to be driven by the Company's transportation safety products, the demand for which largely depends on government spending for road construction and improvements. The enactment of the Infrastructure Investment and Jobs Act in November 2021 marked the largest infusion of federal investment into infrastructure projects in more than a decade. This legislation introduced $110 billion in incremental federal funding, planned for roads, bridges, and other transportation ~~projects, which~~projects. The Company expects this additional funding to support higher demand in the ~~Company anticipates will translate into higher demand~~U.S. for its transportation safety products as the funds are appropriated and states begin to implement projects. A limited positive impact is expected on fiscal 2023 results and a more positive impact is expected in fiscal 2024 and beyond.products.

The backlog of unshipped orders at ~~May 31, 2023~~February 29, 2024 was ~~$94.5~~$94.2 million compared with ~~$98.3~~$95.2 million at ~~May 31, 2022.~~February 28, 2023. Included in these backlogs are amounts of $20.3 million and $5.4 million, respectively, for orders that are not expected to be fulfilled within the subsequent twelve months. The irrigation backlog iswas lower and the infrastructure backlog iswas higher compared to the prior year. The Company’s backlog can fluctuate from period to period due to the seasonality, cyclicality, timing and execution of contracts. Backlog typically represents long-term projects as well as short lead-time orders, and therefore is generally not a good indication of the next fiscal quarter’s revenues.

For the Three Months ended ~~May 31, 2023~~February 29, 2024 compared to the Three Months ended ~~May 31, 2022~~February 28, 2023

The following section presents an analysis of the Company’s operating results displayed in the condensed consolidated statements of earnings for the three months ended ~~May 31, 2023~~February 29, 2024 and ~~2022.~~February 28, 2023. It should be read together with the industry segment information in Note 1314 to the condensed consolidated financial statements:


	Three months ended							Three months ended
($ in thousands)	May 31, 2023			May 31, 2022			Percent Change	February 29, 2024			February 28, 2023			Percent Change
Consolidated
Operating revenues	$	164,553		$	214,259		-23%	$	151,519		$	166,241		(9%)
Gross profit	$	53,221		$	61,680		-14%	$	48,954		$	54,258		(10%)
Gross margin		32.3	%		28.8	%			32.3	%		32.6	%

Operating expenses (1)	$	26,264		$	26,518		-1%	$	26,856		$	26,993		(1%)
Operating income	$	26,957		$	35,162		-23%	$	22,098		$	27,265		(19%)
Operating margin		16.4	%		16.4	%			14.6	%		16.4	%

Other income (expense), net	$	(1,225	)	$	394		-411%	$	599		$	(1,532	)	(139%)
Income tax expense	$	8,851		$	10,483		-16%	$	4,574		$	7,681		(40%)
Overall income tax rate		34.4	%		29.5	%			20.2	%		29.8	%
Net earnings	$	16,881		$	25,073		-33%	$	18,123		$	18,052		0%

Irrigation Segment
Segment operating revenues	$	142,571		$	188,693		-24%	$	133,018		$	147,776		(10%)
Segment operating income	$	30,727		$	39,567		-22%	$	25,649		$	32,820		(22%)
Segment operating margin		21.6	%		21.0	%			19.3	%		22.2	%

Infrastructure Segment
Segment operating revenues	$	21,982		$	25,566		-14%	$	18,501		$	18,465		0%
Segment operating income	$	3,556		$	3,779		-6%	$	3,506		$	2,019		74%
Segment operating margin		16.2	%		14.8	%			19.0	%		10.9	%

Operating revenues for the three months ended ~~May 31, 2023~~February 29, 2024 decreased 239 percent to ~~$164.6~~$151.5 million from ~~$214.3~~$166.2 million for the three months ended ~~May 31, 2022,~~February 28, 2023, as irrigation revenues decreased ~~$46.1~~$14.8 million ~~and~~while infrastructure revenues ~~decreased $3.6 million.~~were equivalent to revenues during the prior year period. The irrigation segment provided 8788 percent of the Company’s revenue during the three months ended ~~May 31, 2023~~February 29, 2024 as compared to 8889 percent for the three months ended ~~May 31, 2022.~~February 28, 2023.

North America irrigation revenues for the three months ended ~~May 31, 2023~~February 29, 2024 of ~~$75.0~~$82.8 million decreased ~~$21.2~~$7.6 million, or 228 percent, from ~~$96.2~~$90.4 million for the three months ended ~~May 31, 2022.~~February 28, 2023. The decrease resulted ~~primarily~~ from lower ~~unit~~ sales ~~volumes while~~of replacement parts, the impact of a less favorable mix of shorter machines, and slightly lower average selling prices ~~were comparable~~compared to the same prior year period. ~~Lower~~This decrease was partially offset by the impact of slightly higher unit sales volume incompared to the ~~current~~same prior year ~~period resulted primarily from farmers delaying capital investment decisions due to a number of factors, including general economic uncertainty.~~period.

International irrigation revenues for the three months ended ~~May 31, 2023~~February 29, 2024 of ~~$67.5~~$50.2 million decreased ~~$25.0~~$7.2 million, or 2713 percent, from ~~$92.5~~$57.4 million for the three months ended ~~May 31, 2022.~~February 28, 2023. The decrease resulted primarily from lower sales volumes in Brazil ~~Australia, Ukraine~~ and ~~Russia~~other Latin America markets compared to the same prior year period. In Brazil, ~~the delayed~~ order activity ~~experienced~~declined due to a significant drop in local commodity prices during the ~~second~~ quarter ~~of this year, connected with~~which has negatively impacted the ~~federal government transition following the presidential election~~outlook for grower profitability and available liquidity. This dynamic has also resulted in ~~October 2022, continued~~a more constrained credit environment which is limiting growers' ability to invest in ~~the current quarter. The current year~~irrigation equipment. This decrease was ~~also impacted~~partially offset by the ~~unfavorable~~favorable effects of foreign currency translation of approximately ~~$2.5~~$0.9 million compared to the same prior year period.

Infrastructure segment revenues were $18.5 million for both of the three months ended ~~May 31, 2023 of $22.0 million decreased $3.6 million, or 14 percent, from $25.6 million for the three months ended May 31, 2022.~~February 29, 2024 and February 28, 2023. An increase in Road Zipper System lease revenue in the three months ended February 29, 2024 was ~~more than~~ offset by lower Road Zipper System sales and lower sales of road safety products compared to the same prior year period.

Gross profit for the three months ended ~~May 31, 2023~~February 29, 2024 of ~~$53.2~~$49.0 million decreased 1410 percent from ~~$61.7~~$54.3 million for the three months ended ~~May 31, 2022.~~February 28, 2023. The decrease in gross profit resulted primarily from lower irrigation revenues. Gross margin was 32.3 percent of sales for the three months ended ~~May 31, 2023~~February 29, 2024 compared with ~~28.8~~32.6 percent of sales for the three months ended ~~May 31, 2022. The decrease in gross profit in both irrigation and infrastructure resulted primarily from lower revenues.~~

~~Increased gross margin in irrigation resulted primarily from improved price realization and operating performance compared to the same prior year period.~~February 28, 2023. Increased gross margin in infrastructure resulted primarily from a more favorable margin mix of ~~revenue and improved price realization compared to the same prior year period.~~revenues with higher Road Zipper System lease revenues. This favorable impact was offset by lower irrigation gross margin resulting from a decrease in revenues without a corresponding reduction in fixed costs.

Operating expenses of ~~$26.3~~$26.9 million for the three months ended ~~May 31, 2023~~February 29, 2024 decreased ~~$0.2~~$0.1 million, or 1 percent, compared with ~~$26.5~~$27.0 million for the three months ended ~~May 31, 2022.~~February 28, 2023. Increased selling expense ~~and new product development costs were more than~~was offset by lower engineering and research expense and cost reductions in other areas.

The Company recorded other ~~expense~~income of ~~$1.2~~$0.6 million for the three months ended ~~May 31, 2023~~February 29, 2024 compared to other ~~income~~expense of ~~$0.4~~$1.5 million for the three months ended ~~May 31, 2022.~~February 28, 2023. The change resulted primarily from foreign currency transaction ~~losses~~gains of ~~$0.9~~$0.1 million in the current year compared to foreign currency transaction ~~gains~~losses of ~~$1.3~~$1.1 million in the same prior year period ~~which was partially offset by~~and a ~~$0.6~~$0.8 million increase in interest income.

The Company recorded income tax expense of ~~$8.9~~$4.6 million and ~~$10.5~~$7.7 million for the three months ended ~~May 31,~~February 29, 2024 and February 28, 2023, ~~and 2022,~~ respectively. The effective income tax rate was ~~34.4~~20.2 percent and ~~29.5~~29.8 percent for the three months ended ~~May 31,~~February 29, 2024 and February 28, 2023, ~~and 2022,~~ respectively. The ~~higher~~lower effective tax rate in the current year period reflects ~~an increased~~a decreased proportion of earnings in higher rate foreign jurisdictions ~~primarily Brazil, compared to the same prior year period.~~as well as a discrete income tax benefit of approximately $1.1 million realized in Brazil.

For the ~~Nine~~Six Months ended ~~May 31, 2023~~February 29, 2024 compared to the ~~Nine~~Six Months ended ~~May 31, 2022~~February 28, 2023

The following section presents an analysis of the Company’s operating results displayed in the condensed consolidated statements of earnings for the ~~nine~~six months ended ~~May 31, 2023~~February 29, 2024 and ~~2022.~~February 28, 2023. It should be read together with the industry segment information in Note 1314 to the condensed consolidated financial statements:


	Nine months ended							Six months ended
($ in thousands)	May 31, 2023			May 31, 2022			Percent Change	February 29, 2024			February 28, 2023			Percent Change
Consolidated
Operating revenues	$	506,953		$	580,547		-13%	$	312,877		$	342,400		(9%)
Gross profit	$	160,499		$	142,061		13%	$	98,859		$	107,278		(8%)
Gross margin		31.7	%		24.5	%			31.6	%		31.3	%

Operating expenses (1)	$	81,679		$	75,200		9%	$	55,687		$	55,415		0%
Operating income	$	78,820		$	66,861		18%	$	43,172		$	51,863		(17%)
Operating margin		15.5	%		11.5	%			13.8	%		15.1	%

Other expense, net	$	(3,350	)	$	(2,625	)	28%
Other income (expense), net								$	520		$	(2,125	)	(124%)
Income tax expense	$	22,320		$	16,696		34%	$	10,550		$	13,469		(22%)
Overall income tax rate		29.6	%		26.0	%			24.1	%		27.1	%
Net earnings	$	53,150		$	47,540		12%	$	33,142		$	36,269		(9%)

Irrigation Segment
Segment operating revenues	$	442,430		$	515,360		-14%	$	273,186		$	299,859		(9%)
Segment operating income	$	92,188		$	81,513		13%	$	50,956		$	61,461		(17%)
Segment operating margin		20.8	%		15.8	%			18.7	%		20.5	%

Infrastructure Segment
Segment operating revenues	$	64,523		$	65,187		-1%	$	39,691		$	42,541		(7%)
Segment operating income	$	8,947		$	6,869		30%	$	7,125		$	5,391		32%
Segment operating margin		13.9	%		10.5	%			18.0	%		12.7	%

Operating revenues for the ~~nine~~six months ended ~~May 31, 2023~~February 29, 2024 decreased 139 percent to ~~$507.0~~$312.9 million from ~~$580.5~~$342.4 million for the ~~nine~~six months ended ~~May 31, 2022,~~February 28, 2023, as irrigation revenues decreased ~~$72.9~~$26.7 million and infrastructure revenues decreased ~~$0.7~~$2.8 million. The irrigation segment provided 87 percent of the Company’s revenue during the ~~nine~~six months ended ~~May 31, 2023~~February 29, 2024 as compared to 8988 percent for the ~~nine~~six months ended ~~May 31, 2022.~~February 28, 2023.

North America irrigation revenues for the ~~nine~~six months ended ~~May 31, 2023~~February 29, 2024 of ~~$249.3~~$172.2 million decreased ~~$26.3~~$2.1 million, or 101 percent, from ~~$275.6~~$174.3 million for the ~~nine~~six months ended ~~May 31, 2022. The decrease resulted from lower~~February 28, 2023. Higher unit sales volume ~~which~~in the current year period was ~~partially~~more than offset by ~~higher~~lower sales of replacement parts, the impact of a less favorable mix of shorter machines, and slightly lower average selling prices compared to the same prior year period. Lower unit sales volume in the current year period resulted primarily from farmers delaying capital investment decisions. Higher average selling prices compared to the same prior year period resulted from the pass through of higher raw material costs to customers.

International irrigation revenues for the ~~nine~~six months ended ~~May 31, 2023~~February 29, 2024 of ~~$193.1~~$101.0 million decreased ~~$46.6~~$24.6 million, or 20 percent, from ~~$239.8~~$125.6 million for the ~~nine~~six months ended ~~May 31, 2022.~~February 28, 2023. The decrease resulted primarily from ~~the completion of a large Egypt project in the prior year that did not repeat and~~ lower sales volumes in Brazil ~~Australia, Ukraine~~ and ~~Russia. Sales~~other Latin America markets compared to the same prior year period. In Brazil, market demand has declined due to a significant drop in local commodity prices that has had a negative impact on farmer profitability and ~~order activity in Brazil~~liquidity. This decrease was ~~delayed in~~partially offset by the ~~second and third quarters connected with the federal government transition. The current year was also impacted by unfavorable~~favorable effects of foreign currency translation of approximately ~~$5.3~~$2.7 million compared to the same prior year period.

Infrastructure segment revenues for the ~~nine~~six months ended ~~May 31, 2023~~February 29, 2024 of ~~$64.6~~$39.7 million decreased ~~$0.5~~$2.8 million, or 17 percent, from ~~$65.1~~$42.5 million for the ~~nine~~six months ended ~~May 31, 2022.~~February 28, 2023. The decrease resulted from lower Road Zipper System sales compared to the same prior year period due to a project in the same prior year period that did not repeat. This decrease was largely offset by higher Road Zipper System ~~sales and~~ lease revenue ~~which was more than offset by lower sales of road safety products.~~during the six months ended February 29, 2024 compared to the prior year period.

Gross profit for the ~~nine~~six months ended ~~May 31, 2023~~February 29, 2024 of ~~$160.5~~$98.9 million ~~increased 13~~decreased 8 percent from ~~$142.1~~$107.3 million for the ~~nine~~six months ended ~~May 31, 2022.~~February 28, 2023. The decrease in gross profit resulted primarily from lower revenues in both segments. Gross margin was ~~31.7~~31.6 percent of sales for the ~~nine~~six months ended ~~May 31, 2023~~February 29, 2024 compared with ~~24.5~~31.3 percent of sales for the ~~nine~~six months ended ~~May 31, 2022.~~February 28, 2023. Increased gross profit and gross margin in irrigation resulted primarily from improved price realization, lower inflationary impact on input costs and a more favorable margin mix of international revenues, which more than offset the impact of lower revenues compared to the same prior year period. Prior year irrigation results were negatively impacted by the impact of higher raw material costs, including approximately $7.8 million in additional expense resulting from the impact of the LIFO method of accounting for inventory while the LIFO impact in the current year reduced expense by approximately $1.5 million. In addition, costs of approximately $1.8 million were incurred in the prior year related to non-recurring factory maintenance and outside consulting services that did not repeat. Increased gross profit and gross margin in infrastructure resulted primarily from a more favorable margin mix of ~~revenue, improved price realization and~~revenues with higher Road Zipper System lease revenues. This favorable impact was offset by lower ~~inflationary impact on input costs compared to the same prior year period. Prior year infrastructure results were negatively impacted by approximately $1.0 million in additional expense~~irrigation gross margin resulting from ~~the impact of LIFO while the current year impact was minimal.~~a decrease in revenues without a corresponding reduction in fixed costs.

Operating expenses of ~~$81.7~~$55.7 million for the ~~nine~~six months ended ~~May 31, 2023~~February 29, 2024 increased ~~$6.5~~$0.3 million ~~or 9 percent,~~ compared with ~~$75.2~~$55.4 million for the ~~nine~~six months ended May 31, 2022. The increase resulted primarily from higher employee incentive expense attributable to improved business results, increased spending on new product development and increased personnel costs compared to the same prior year period.February 28, 2023.

~~Other expense~~The Company recorded other income for the ~~nine~~six months ended ~~May 31, 2023 increased $0.8~~February 29, 2024 of $0.5 million compared to other expense of 2.1 million the ~~nine~~six months ended ~~May 31, 2022.~~February 28, 2023. The current year period includes ~~$2.0~~$0.2 million of foreign currency transaction losses compared to ~~gains~~losses of ~~$0.9~~$1.1 million in the same prior year ~~period. This impact was partially offset by lower interest expense~~period and ~~higher~~$2.3 million of interest income compared to $0.9 million in the same prior year period.

The Company recorded income tax expense of ~~$22.3~~$10.6 million and ~~$16.7~~$13.5 million for the ~~nine~~six months ended ~~May 31,~~February 29, 2024 and February 28, 2023, ~~and 2022,~~ respectively. The effective income tax rate was ~~29.6~~24.1 percent and ~~26.0~~27.1 percent for the ~~nine~~six months ended ~~May 31,~~February 29, 2024 and February 28, 2023, ~~and 2022,~~ respectively. The ~~higher~~lower effective tax rate in the current year period reflects ~~an increased~~a decreased proportion of earnings in higher rate foreign jurisdictions ~~primarily Brazil, compared to the same prior year period. In addition, the same prior year period benefited from the impact~~as well as a discrete income tax benefit of ~~larger discrete items.~~approximately $1.1 million realized in Brazil.

The Company's cash, cash equivalents, and marketable securities totaled ~~$144.4~~$150.6 million at ~~May 31, 2023~~February 29, 2024 compared with ~~$95.7~~$106.4 million at ~~May 31, 2022~~February 28, 2023 and ~~$116.5~~$166.3 million at August 31, ~~2022.~~2023. The Company requires cash for financing its receivables and inventories, paying operating expenses and capital expenditures, and for dividends and share repurchases. The Company meets its liquidity needs and finances its capital expenditures from its available cash and funds provided by operations along with borrowings under its credit arrangements described below. The Company’s investments in marketable securities are primarily comprised of United States government securities and investment grade corporate securities. The Company believes its current cash resources, investments in marketable securities, projected operating cash flow, and remaining capacity under its continuing bank lines of credit are sufficient to cover all its expected working capital needs, planned capital expenditures and dividends. The Company may require additional borrowings to fund potential acquisitions in the future.

The Company’s total cash and cash equivalents held by foreign subsidiaries were approximately ~~$54.6~~$57.3 million, ~~$37.5~~$51.2 million, and ~~$49.0~~$64.6 million as of ~~May 31,~~February 29, 2024, February 28, 2023, ~~May 31, 2022,~~ and August 31, ~~2022,~~2023, respectively. The Company considers earnings in foreign subsidiaries to be indefinitely reinvested and would need to accrue and pay incremental state, local, and foreign taxes if such earnings were repatriated to the United States. The Company does not intend to repatriate the funds and does not expect these funds to have a significant impact on the Company’s overall liquidity.

Net working capital was ~~$358.3~~$371.4 million at ~~May 31, 2023,~~February 29, 2024, as compared with ~~$301.6~~$347.3 million at ~~May 31, 2022~~February 28, 2023 and ~~$316.2~~$351.4 million at August 31, ~~2022.~~2023. Cash provided by operating activities totaled ~~$59.2~~$12.1 million during the ~~nine~~six months ended ~~May 31, 2023,~~February 29, 2024, compared to cash ~~used in~~provided by operating activities of ~~$24.9~~$7.9 million during the ~~nine~~six months ended ~~May 31, 2022.~~February 28, 2023. The increase was primarily driven by favorable improvements in working capital, mainly receivables and ~~inventory,~~other current liabilities, partially offset by ~~a decrease~~an increase in ~~accounts payable compared to~~inventory during the ~~same prior~~current year period.

Cash flows used in investing activities totaled ~~$18.9~~$30.8 million during the ~~nine~~six months ended ~~May 31, 2023~~February 29, 2024 compared to ~~$10.1~~$5.7 million during the ~~nine~~six months ended ~~May 31, 2022.~~February 28, 2023. Cash proceeds from the maturities of marketable securities ~~decreased $19.9~~amounted to $15.0 million ~~while purchases of marketable securities decreased $13.5 million~~in the current year compared to zero in the same prior year period. Purchases of property, plant, and equipment were ~~$13.3~~$18.8 million, compared to ~~$12.2~~$7.2 million in the same prior year period.

Cash flows used in financing activities totaled ~~$13.5~~$8.6 million during the ~~nine~~six months ended ~~May 31, 2023~~February 29, 2024 compared to cash flows used in financing activities of ~~$9.0~~$9.8 million during the ~~nine~~six months ended ~~May 31, 2022.~~February 28, 2023. The change was primarily the result of lower ~~proceeds from the exercise of~~common stock ~~options~~withheld for payroll tax obligations compared to the same prior year period.

The Company’s capital allocation plan is to continue investing in revenue and earnings growth, combined with a defined process for enhancing returns to stockholders. Under the Company’s capital allocation plan, the priorities for uses of cash include:

Capital expenditures for fiscal ~~2023~~2024 are expected to be between ~~$15.0~~$35.0 million and ~~$20.0~~$40.0 million, including equipment replacement, productivity improvements, ~~and~~ new product ~~development.~~development and commercial growth investments. The increase over recent levels of capital expenditures is primarily related to modernization and productivity improvements planned at certain manufacturing facilities. The Company’s management does maintain flexibility to modify the amount and timing of some of the planned expenditures in response to economic conditions.

In the ~~third~~second quarter of fiscal ~~2023,~~2024, the Company paid a quarterly cash dividend to stockholders of ~~$0.34~~$0.35 per common share, or ~~$3.7~~$3.9 million, compared to a quarterly cash dividend of ~~$0.33~~$0.34 per common share, or ~~$3.6~~$3.7 million, in the ~~third~~second quarter of fiscal ~~2022.~~2023.

The Company’s Board of Directors authorized a share repurchase program of up to $250.0 million of common stock with no expiration date. Under the program, shares may be repurchased in privately negotiated and/or open market transactions as well as under formalized trading plans in accordance with the guidelines specified under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. There were no shares repurchased during the ~~nine~~six months ended ~~May 31, 2023~~February 29, 2024 or ~~2022.~~2023. The remaining amount available under the repurchase program was $63.7 million as of ~~May 31, 2023.~~February 29, 2024.

Senior Notes. The Company has outstanding $115.0 million in aggregate principal amount of Senior Notes, Series A (the “Senior Notes”). The entire principal of the Senior Notes is due and payable on February 19, 2030. Interest on the Senior Notes is payable semi-annually at a fixed annual rate of 3.82 percent. Borrowings under the Senior Notes are unsecured. The Company used the proceeds of the sale of the Senior Notes for general corporate purposes, including acquisitions and dividends.

Revolving Credit Facility. The Company has outstanding a $50.0 million unsecured Amended and Restated Revolving Credit Facility (the “Revolving Credit Facility”) with Wells Fargo Bank, National Association (“Wells Fargo”) expiring August 26, 2026. The Company intends to use borrowings under the Revolving Credit Facility for working capital purposes and to fund acquisitions. At ~~May 31,~~February 29, 2024 and February 28, 2023, ~~and 2022,~~ the Company had no outstanding borrowings under the Revolving Credit Facility. The amount of borrowings available at any time under the Revolving Credit Facility is reduced by the amount of standby letters of credit issued by Wells Fargo then outstanding. At ~~May 31, 2023,~~February 29, 2024, the Company had the ability to borrow up to $50.0 million under the Revolving Credit Facility. The Revolving Credit Facility may be increased by up to an additional $50.0 million at any time, subject to additional commitment approval. Borrowings under the Revolving Credit Facility bear interest at a variable rate equal to the Secured Overnight Financing Rate ("SOFR") plus a margin of between 100 and 210 basis points depending on the Company’s leverage ratio then in effect (which resulted in a variable rate of ~~6.43~~6.67 percent at ~~May 31, 2023)~~February 29, 2024), subject to adjustment as set forth in the loan documents for the Revolving Credit Facility. Interest is paid on a monthly to quarterly basis depending on loan type. The Company currently pays an annual commitment fee on the unused portion of the Revolving Credit Facility. The fee is between 0.125 percent and 0.2 percent on the unused balance depending on the Company’s leverage ratio then in effect (which resulted in a fee of 0.125 percent at ~~May 31, 2023)~~February 29, 2024).

Borrowings under the Revolving Credit Facility have equal priority with borrowings under the Company’s Senior Notes. Each of the credit arrangements described above include certain covenants relating primarily to the Company’s financial condition. These financial covenants include a funded debt to EBITDA leverage ratio and an interest coverage ratio. In the event that the loan documents for the Revolving Credit Facility were to require the Company to comply with any financial covenant that is not already included or is more restrictive than what is already included in the arrangement governing the Senior Notes, then such covenant shall be deemed incorporated by reference for the benefit of holders of the Senior Notes. Upon the occurrence of any event of default of these covenants, including a change in control of the Company, all amounts outstanding thereunder may be declared to be immediately due and payable. At ~~May 31,~~February 29, 2024 and February 28, 2023, ~~and 2022,~~ the Company was in compliance with all financial loan covenants contained in its credit arrangements in place as of each of those dates.

~~Series 2006A Bonds~~. Elecsys International LLC, a wholly owned subsidiary of the Company, has outstanding $0.8 million in principal amount of industrial revenue bonds that were issued in 2006 (the “Series 2006A Bonds”). Principal and interest on the Series 2006A Bonds are payable monthly through maturity on September 1, 2026. The interest rate is adjustable every five years based on the yield of the 5-year United States Treasury Notes, plus 0.45 percent (1.72 percent as of May 31, 2023). This rate was adjusted on September 1, 2021 in accordance with the terms of the bonds, and the adjusted rate will be in force through maturity. The obligations under the Series 2006A Bonds are secured by a first priority security interest in certain real estate.

There have been no material changes in the Company’s contractual obligations and commercial commitments as described in the Company’s Annual Report on Form 10-K for the fiscal year ended August 31, ~~2022.~~2023.

There have been no material changes from the Company’s quantitative and qualitative disclosures about market risk previously disclosed in the Company’s most recent Annual Report on Form 10-K. See discussion of the Company’s quantitative and qualitative disclosures about market risk under Part II, Item 7A in the Company’s Annual Report on Form 10-K for the fiscal year ended August 31, ~~2022.~~2023.

The Company carried out an evaluation under the supervision and the participation of the Company’s management, including the Company’s Chief Executive Officer (CEO) and Chief Financial Officer (CFO), of the effectiveness of the design and

operation of the Company’s disclosure controls and procedures pursuant to Exchange Act Rules 13a-15(e) and 15d-15(e). Based upon that evaluation, the CEO and CFO concluded that the Company’s disclosure controls and procedures were effective as of ~~May 31, 2023.~~February 29, 2024.

The CEO and CFO determined that there has not been any significant change to the Company’s internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) during the last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

See the disclosure in Note 8 – Commitments and Contingencies to the condensed consolidated financial statements set forth in Part I, Item 1 of this Quarterly Report on Form 10-Q, which disclosure is hereby incorporated herein by reference.

There have been no material changes from risk factors previously disclosed in the Company’s most recent Annual Report on Form 10-K. See the discussions of the Company’s risk factors under Part I, Item 1A in the Company’s Annual Report on Form 10-K for the fiscal year ended August 31, 2022.

† Management contract or compensatory plan or arrangement required to be filed as an exhibit hereto pursuant to Item 6 of Part II of Form 10-Q.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on this ~~29th~~4th day of ~~June 2023.~~April 2024.


Delaware		47-0554096
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

18135 Burke Street, Suite 100, Omaha, Nebraska		68022
(Address of principal executive offices)		(Zip Code)


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $1.00 par value	LNN	New York Stock Exchange, Inc.


		Page

Part I – FINANCIAL INFORMATION		3

	ITEM 1 – Financial Statements	3

	Condensed Consolidated Statements of Earnings for the three and ~~nine~~six months ended ~~May 31,~~February 29, 2024 and February 28, 2023 ~~and May 31, 2022~~	3

	Condensed Consolidated Statements of Comprehensive Income for the three and ~~nine~~six months ended ~~May 31,~~February 29, 2024 and February 28, 2023 ~~and May 31, 2022~~	4

	Condensed Consolidated Balance Sheets as of ~~May 31,~~February 29, 2024, February 28, 2023, ~~May 31, 2022,~~ and August 31, ~~2022~~2023	5

	Condensed Consolidated Statements of Shareholders’ Equity for the three and ~~nine~~six months ended ~~May 31,~~February 29, 2024 and February 28, 2023 ~~and May 31, 2022~~	6

	Condensed Consolidated Statements of Cash Flows for the ~~nine~~six months ended ~~May 31,~~February 29, 2024 and February 28, 2023 ~~and May 31, 2022~~	8

	Notes to the Condensed Consolidated Financial Statements	9

	ITEM 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations	1718

	ITEM 3 – Quantitative and Qualitative Disclosures about Market Risk	2526

	ITEM 4 – Controls and Procedures	26

Part II – OTHER INFORMATION		2728

	ITEM 1 – Legal Proceedings	2728

	ITEM 1A – Risk Factors	2728

	ITEM 2 – Unregistered Sales of Equity Securities and Use of Proceeds	2728

	ITEM 3 – Defaults Upon Senior Securities	2728

	ITEM 4 – Mine Safety Disclosures	2728

	ITEM 5 – Other Information	2728

	ITEM 6 – Exhibits	2829

SIGNATURES		2930


($ in thousands)	Total
Cash and cash equivalents	$	1,779
Accounts receivable		376
Inventories		2,651
Property and equipment		2,443
Deferred tax asset		94
Intangible assets		11,400
Goodwill		16,593
Accounts payable and accrued liabilities		(228	)
Deferred revenues		(2,132	)
Non-current deferred revenues		(235	)
Total purchase price	$	32,741


($ in thousands)	Weighted average useful life in years		Fair value of identifiable asset
Intangible assets:
Customer relationships		15.0	$	8,700
Developed technology		5.0		2,000
Tradenames	N/A			700
Total intangible assets		13.1	$	11,400


Large accelerated filer	☒	Accelerated filer	☐
Non‑accelerated filer	☐	Smaller reporting company	☐
Emerging growth company	☐


Due within	$ in thousands		$ in thousands
1 year	$	225	$	228
2 years		229		232
3 years		234		138
4 years		78
Thereafter		115,000		115,000
	$	115,766	$	115,598


Exhibit
No.		Description

3.1		Restated Certificate of Incorporation of the Company, incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on December 14, 2006.
3.2		Amended and Restated By‑Laws of the Company, effective October 17, 2018, incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed on October 19, 2018.
4.1		Specimen Form of Common Stock Certificate, incorporated by reference to Exhibit 4(a) of the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended November 30, 2006.
10.1		Lindsay Corporation Nonqualified Deferred Compensation Plan, incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed on May 3, 2022. †
10.2		Lindsay Corporation Nonqualified Deferred Compensation Plan Adoption Agreement, incorporated by reference to Exhibit 10.2 of the Company's Current Report on Form 8-K filed on May 3, 2022. †
31.1*		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 18 U.S.C. Section 1350.
31.2*		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 18 U.S.C. Section 1350.
32.1*		Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 18 U.S.C. Section 1350.
101*		Interactive Data Files pursuant to Rule 405 of Regulation S-T formatted in Inline Extensible Business Reporting Language ("Inline XBRL").
104*		Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101).


			LINDSAY CORPORATION

	By:		/s/ BRIAN L. KETCHAM
	Name:		Brian L. Ketcham
	Title:		Senior Vice President and Chief Financial Officer
			(on behalf of the registrant and as principal financial officer)