8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

March 25, 2015

LINDSAY CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	1-13419	47-0554096
(State of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

2222 North 111th Street Omaha, Nebraska	68164
(Address of principal executive offices)	(Zip Code)

(402) 829-6800

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

On March 25, 2015, Lindsay Corporation (the “Company”) issued a press release announcing the Company’s results of operations for its second fiscal quarter ended February 28, 2015. A copy of the press release is furnished herewith as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits

99.1 Press Release, dated March 25, 2015, issued by the Company.

The information contained in this Current Report under Item 2.02, including the exhibit referenced in Item 9.01 below, is being “furnished” pursuant to “Item 2.02. Results of Operations and Financial Condition” of Form 8-K and, as such, shall not be deemed to be “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in Item 2.02 of this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: March 25, 2015	LINDSAY CORPORATION
	By:	/s/ Jim Raabe
		Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

2222 NO. 111^TH  ST. OMAHA, NE 68164 TEL: 402-829-6800 FAX: 402-829-6836

For further information, contact:

LINDSAY CORPORATION:	HALLIBURTON INVESTOR RELATIONS:
Jim Raabe	Hala Elsherbini or Geralyn DeBusk
Vice President & Chief Financial Officer	972-458-8000
402-827-6579

Lindsay Corporation Reports Fiscal 2015 Second Quarter Results

OMAHA, Neb., March 25, 2015—Lindsay Corporation (NYSE: LNN), a leading provider of irrigation systems and infrastructure products, today announced results for its second quarter ended February 28, 2015.

Second Quarter Results

Second quarter fiscal 2015 revenues were $141.1 million versus $152.8 million of revenues in the same prior year period. Net earnings were $9.0 million or $0.75 per diluted share compared with $13.5 million or $1.04 per diluted share in the prior year.

Total irrigation equipment revenues decreased 20 percent to $108.3 million from $135.9 million in the prior fiscal year’s second quarter. U.S. irrigation revenues of $68.0 million, which includes $3.5 million of revenues from the newly acquired Elecsys Corporation, decreased 27 percent primarily due to a decline in the number of irrigation systems sold as a result of the reduction in commodity prices. International irrigation revenues of $40.3 million decreased 6 percent most notably in the Middle East and Europe. Excluding the effect of currency translation, international irrigation sales were approximately equal to the same period in the prior year. Infrastructure revenues increased 94 percent to $32.8 million with the completion of the Golden Gate Bridge Road Zipper project and increases in road safety product sales.

Gross margin was 28.0 percent of sales compared to 27.9 percent of sales in the prior year’s second quarter. Gross margin in irrigation decreased by approximately 3 percentage points and infrastructure gross margin increased by approximately 14 percentage points. The decrease in irrigation gross margins is primarily a result of pricing pressure and cost deleverage from lower sales. The increase in infrastructure gross margin was primarily due to sales mix from increases in Road Zipper and road safety product sales.

Operating expenses increased $3.3 million to $25.0 million compared to the second quarter of the prior fiscal year. The increase includes $1.0 million of Elecsys Corporation operating expenses, $1.0 million of acquisition and integration expenses, $0.7 million in incremental health benefit expenses and $0.3 million of commissions related to increased infrastructure project sales. Operating expenses were 17.7 percent of sales in the second quarter of fiscal 2015 compared with 14.2 percent of sales in the prior year period. Operating margins were 10.3 percent in the second quarter, versus 13.7 percent in the prior year period.

Cash and cash equivalents of $167.2 million were $1.7 million higher compared to the prior year second quarter. During the quarter the Company completed a $115.0 million private placement of long term debt, expanded its revolving credit agreement with Wells Fargo Bank from $30.0 million to $50.0 million, and completed the acquisition of Elecsys Corporation for $67.2 million, net of cash acquired. The long term debt is due for payment in February 2030 and bears interest at 3.82 percent. The Company also repurchased 224,307 shares for $19.4 million during the second quarter and a total of 605,926 shares for $49.4 million during the first six months of fiscal 2015. Since the initiation of the share repurchase plan, the Company has purchased a total of 1.1 million shares for $90.4 million, with $59.6 million remaining authorized as of February 28, 2015 for additional repurchases.

Backlog of unshipped orders at February 28, 2015 was $74.3 million compared with $89.3 million at February 28, 2014 and $68.3 million at November 30, 2014. The backlog at February 28, 2014 and November 30, 2014 included $12.7 million for the Golden Gate Bridge project, now completed. The current period includes $7.9 million of backlog from Elecsys Corporation.

Six Month Results

Total revenues for the six months ended February 28, 2015 were $275.9 million versus $300.5 million in the same prior year period. Foreign currency translation as compared to the prior year reduced year to date revenues by $5.6 million. Net earnings were $16.6 million or $1.36 per diluted share compared with $23.7 million or $1.83 per diluted share in the prior year. The current year includes $1.5 million of estimated environmental expenses and $1.5 million of acquisition and integration expenses. These expenses reduced earnings by $0.16 per diluted share on an after tax basis.

Total irrigation equipment revenues decreased 16 percent to $223.0 million from $265.1 million during the first six months of the prior fiscal year. U.S. irrigation revenues of $129.1 million decreased 25 percent, while international irrigation revenues of $93.9 million increased 2 percent. Infrastructure revenues increased 49 percent to $52.9 million.

Outlook

Rick Parod, president and chief executive officer, commented, “While the longer term drivers to our markets remain positive, the cyclical contraction for irrigation equipment has continued. The U.S. irrigation market has been impacted by lower commodity prices and lower farm incomes, while international irrigation markets have remained more stable, although competitive pressure is increasing. The infrastructure segment made a significant contribution to the quarter with the installation of a Road Zipper System on the Golden Gate Bridge, and we remain optimistic about additional growth opportunities.”

Parod continued, “In January we completed the acquisition of Elecsys Corporation and have begun the integration with our irrigation business. In addition, in February we completed a $115 million private placement of debt to improve our capital structure and position us for additional growth through acquisitions and other initiatives in driving improved returns for shareholders.”

Second-Quarter Conference Call

Lindsay’s fiscal 2015 second quarter investor conference call is scheduled for 11:00 a.m. Eastern Time today. Interested investors may participate in the call by dialing (888) 321-8161 in the U.S., or (706) 758-0065 internationally, and referring to conference ID # 8407317. Additionally, the conference call will be simulcast live on the Internet, and can be accessed via the investor relations section of the Company’s Web site, www.lindsay.com. Replays of the conference call will remain on our Web site through the next quarterly earnings release. The Company will have a slide presentation available to augment management’s formal presentation, which will also be accessible via the Company’s Web site.

About the Company

Lindsay manufactures and markets irrigation equipment primarily used in agricultural markets which increase or stabilize crop production while conserving water, energy, and labor. The Company also manufactures and markets infrastructure and road safety products under the Lindsay Transportation Solutions trade name. At February 28, 2015 Lindsay had approximately 11.9 million shares outstanding, which are traded on the New York Stock Exchange under the symbol LNN.

For more information regarding Lindsay Corporation, see the Company’s Web site at www.lindsay.com.

Concerning Forward-looking Statements

This release contains forward-looking statements that are subject to risks and uncertainties and which reflect management’s current beliefs and estimates of future economic circumstances, industry conditions, company performance and financial results. You can find a discussion of many of these risks and uncertainties in the annual, quarterly and current reports that the Company files with the Securities and Exchange Commission. Forward-looking statements include information concerning possible or assumed future results of operations and planned financing of the Company and those statements preceded by, followed by or including the words “anticipate,” “estimate,” “believe,” “intend,” “expect,” “outlook,” “could,” “may,” “should,” “will,” or similar expressions. 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. The Company undertakes no obligation to update any forward-looking information contained in this press release.

Lindsay Corporation and Subsidiaries

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three months ended						Six months ended
($ and shares in thousands, except per share amounts)	February 28, 2015			February 28, 2014			February 28, 2015			February 28, 2014
Operating revenues	$	141,089		$	152,804		$	275,934		$	300,475
Cost of operating revenues		101,533			110,132			199,464			217,652
Gross profit		39,556			42,672			76,470			82,823
Operating expenses:
Selling expense		10,231			9,534			19,648			19,290
General and administrative expense		11,680			9,354			24,551			21,097
Engineering and research expense		3,109			2,871			5,833			5,531
Total operating expenses		25,020			21,759			50,032			45,918
Operating income		14,536			20,913			26,438			36,905
Other income (expense):
Interest expense		(209	)		(56	)		(280	)		(95	)
Interest income		162			157			334			292
Other expense, net		(351	)		(225	)		(693	)		(496	)
Earnings before income taxes		14,138			20,789			25,799			36,606
Income tax expense		5,143			7,339			9,236			12,922
Net earnings	$	8,995		$	13,450		$	16,563		$	23,684
Earnings per share:
Basic	$	0.75		$	1.04		$	1.37		$	1.84
Diluted	$	0.75		$	1.04		$	1.36		$	1.83
Shares used in computing earnings per share:
Basic		11,982			12,910			12,103			12,899
Diluted		12,008			12,942			12,141			12,947
Cash dividends declared per share	$	0.270		$	0.260		$	0.540		$	0.390

Lindsay Corporation and Subsidiaries

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

($ and shares in thousands, except par values)	February 28, 2015			February 28, 2014			August 31, 2014
ASSETS
Current Assets:
Cash and cash equivalents	$	167,165		$	165,509		$	171,842
Receivables, net		93,293			111,211			94,135
Inventories, net		82,263			80,994			71,696
Deferred income taxes		16,224			13,916			17,714
Other current assets		21,936			18,216			18,671
Total current assets		380,881			389,846			374,058
Property, plant and equipment, net		75,663			65,446			72,457
Intangibles, net		53,900			34,084			31,980
Goodwill		74,808			37,282			37,021
Other noncurrent assets, net		13,528			3,961			11,035
Total assets	$	598,780		$	530,619		$	526,551
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	50,293		$	53,954		$	42,424
Other current liabilities		59,030			54,204			73,943
Total current liabilities		109,323			108,158			116,367
Pension benefits liabilities		6,460			6,202			6,600
Long-term debt		117,270			—			—
Deferred income taxes		20,940			13,975			12,992
Other noncurrent liabilities		8,846			7,590			7,945
Total liabilities		262,839			135,925			143,904
Shareholders’ Equity:
Preferred stock		—			—			—
Common stock		18,675			18,633			18,636
Capital in excess of stated value		53,618			50,794			52,866
Retained earnings		455,439			424,241			445,366
Less treasury stock		(181,383	)		(97,566	)		(132,020	)
Accumulated other comprehensive loss, net		(10,408	)		(1,408	)		(2,201	)
Total shareholders’ equity		335,941			394,694			382,647
Total liabilities and shareholders’ equity	$	598,780		$	530,619		$	526,551

Lindsay Corporation and Subsidiaries

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Six months ended
($ in thousands)	February 28, 2015			February 28, 2014
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings	$	16,563		$	23,684
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization		8,017			7,384
Asset impairment		270			—
Provision for uncollectible accounts receivable		418			618
Deferred income taxes		28			(2,696	)
Share-based compensation expense		2,051			2,191
Other, net		3,381			250
Changes in assets and liabilities:
Receivables		(4,439	)		9,010
Inventories		(3,583	)		(12,192	)
Other current assets		(2,647	)		(2,400	)
Accounts payable		9,778			11,422
Other current liabilities		(8,744	)		(5,410	)
Current income taxes payable		(6,987	)		(168	)
Other noncurrent assets and liabilities		1,478			754
Net cash provided by operating activities		15,584			32,447
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment		(6,576	)		(5,353	)
Acquisition of business, net of cash acquired		(67,176	)		—
Proceeds from settlement of net investment hedges		3,310			280
Payments for settlement of net investment hedges		(329	)		(1,846	)
Other investing activities		(2,554	)		35
Net cash used in investing activities		(73,325	)		(6,884	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of stock options		66			371
Common stock withheld for payroll tax withholdings		(1,703	)		(2,027	)
Proceeds from issuance of long-term debt		115,000			—
Principal payments on long-term debt		(16	)		—
Issuance costs related to debt		(679	)		—
Excess tax benefits from share-based compensation		510			695
Repurchase of common shares		(49,363	)		(6,605	)
Dividends paid		(6,490	)		(5,023	)
Net cash provided by (used in) financing activities		57,325			(12,589	)
Effect of exchange rate changes on cash and cash equivalents		(4,261	)		608
Net change in cash and cash equivalents		(4,677	)		13,582
Cash and cash equivalents, beginning of period		171,842			151,927
Cash and cash equivalents, end of period	$	167,165		$	165,509