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): January 04, 2022

Lindsay Corporation

(Exact name of Registrant as Specified in Its Charter)


Delaware	1-13419	47-0554096
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

18135 Burke Street Suite 100
Omaha, Nebraska		68022
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (402) 829-6800

(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))

Securities registered pursuant to Section 12(b) of the Act:


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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

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. ☐

Item 2.02 Results of Operations and Financial Condition.

On January 6, 2022, Lindsay Corporation (the “Company”) issued a press release announcing the Company’s results of operations for its first quarter ended November 30, 2021. A copy of the press release is furnished herewith as Exhibit 99.1.

In addition, a copy of the slide presentation to be used during the Company’s fiscal 2022 first quarter investor conference call at 11:00 a.m. Eastern Time on January 6, 2022 is furnished herewith as Exhibit 99.2.

In accordance with General Instruction B.2 of Form 8-K, the information contained in this Item 2.02, including Exhibits 99.1 and 99.2 attached hereto, is being “furnished” 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 (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On January 4, 2022, the Company held its annual meeting of stockholders (the “Fiscal 2022 Annual Meeting”). A total of 9,560,569 shares of the Company’s common stock, or 87.33% of the 10,947,208 shares entitled to vote, were represented in person or by proxy at the Fiscal 2022 Annual Meeting.

The final results for each of the matters submitted to a stockholder vote at the Fiscal 2022 Annual Meeting are set forth below:

The stockholders elected three directors with terms expiring at the fiscal 2025 annual meeting of stockholders, based on the following voting results:


	Votes For	Votes Withheld	Broker Non-Votes
Election of Directors
Pablo Di Si	8,830,715	113,065	616,789
Mary A. Lindsey	8,789,230	154,550	616,789
Consuelo E. Madere	7,781,139	1,162,641	616,789

The stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending August 31, 2022, based on the following voting results:


	Votes For	Votes Against	Abstentions
Ratification of Independent Registered Public Accounting Firm	9,098,929	459,013	2,627

The stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers, based on the following voting results:


	Votes For	Votes Against	Abstentions	Broker Non‑Votes
Advisory Vote on Executive Compensation	8,533,000	396,713	14,067	616,789

Item 9.01 Financial Statements and Exhibits.

99.1 Press Release, dated January 6, 2022, issued by the Company.

99.2 Slide Presentation for Fiscal 2022 First Quarter Investor Conference Call on January 6, 2022.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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.


			LINDSAY CORPORATION

Date:	January 6, 2022	By:	/s/ Brian L. Ketcham
			Brian L. Ketcham, Senior Vice President and Chief Financial Officer

Exhibit 99.1

18135 BURKE ST. OMAHA, NE 68022 TEL: 402-829-6800 FAX: 402-829-6836

For further information, contact:



LINDSAY CORPORATION:		THREE PART ADVISORS:
Brian Ketcham		Hala Elsherbini
Senior Vice President & Chief Financial Officer		214-442-0016
402-827-6579

Lindsay Corporation Reports Fiscal 2022 First Quarter Results



Solid demand for irrigation equipment continued in the first quarter across all geographies



Irrigation revenues increase 50 percent in North America and 94 percent in international markets



Infrastructure revenues decline slightly on lower Road Zipper System® project sales



First quarter net earnings reduced by after-tax LIFO impact of $4.5 million, or $0.41 per diluted share

OMAHA, Neb., January 6, 2022—Lindsay Corporation (NYSE: LNN), a leading global manufacturer and distributor of irrigation and infrastructure equipment and technology, today announced results for its first quarter of fiscal 2022, which ended on November 30, 2021.

First Quarter Summary

Revenues for the first quarter of fiscal 2022 were $166.2 million, an increase of $57.7 million, or 53 percent, compared to revenues of $108.5 million in the prior year first quarter. Net earnings for the quarter were $7.9 million, or $0.72 per diluted share, compared with net earnings of $7.1 million, or $0.65 per diluted share, for the prior year first quarter. Net earnings for the quarter were reduced by an after-tax LIFO impact of approximately $4.5 million, or $0.41 per diluted share.

“Positive market fundamentals continue to support solid demand for irrigation equipment across all geographies,” said Randy Wood, President and Chief Executive Officer. “Raw material cost inflation and supply chain issues continue to create challenges and limit margin expansion. Our teams are managing well in this dynamic environment in order to support our customers.”

First Quarter Segment Results

Irrigation segment revenues for the first quarter of fiscal 2022 were $145.9 million, an increase of $58.6 million, or 67 percent, compared to $87.4 million in the prior year first quarter. North America irrigation revenues of $79.0 million increased $26.2 million, or 50 percent, compared to the prior year first quarter. The increase in North America irrigation revenues resulted from a combination of higher irrigation equipment unit sales volume and higher average selling prices. International irrigation revenues of $66.9 million increased $32.4 million, or 94 percent, compared to the prior year first quarter. The increase in international irrigation revenues resulted primarily from higher unit sales volumes, along with higher selling prices and a favorable foreign currency translation impact of $1.1 million. The largest sales volume increases were in the Brazil, Middle East, and Europe markets.

Irrigation segment operating income for the first quarter of fiscal 2022 was $17.2 million, an increase of $6.6 million, or 62 percent, compared to the prior year first quarter. Operating margin was 11.8 percent of sales, compared to 12.2 percent of sales in the prior year first quarter. The impact of higher irrigation system unit volume was partially offset by the impact of higher costs of raw materials and other inputs. First quarter operating results were also reduced by approximately $5.0 million resulting from the impact of the LIFO method of accounting for inventory, under which higher raw material costs are recognized in cost of goods sold rather than in ending inventory values.

Infrastructure segment revenues for the first quarter of fiscal 2022 were $20.2 million, a decrease of $0.9 million, or 4 percent, compared to $21.1 million in the prior year first quarter. The decrease resulted from lower Road Zipper System® sales, which were partially offset by higher Road Zipper System lease revenue and increased sales of road safety products compared to the prior year.

Infrastructure segment operating income for the first quarter of fiscal 2022 was $2.8 million, a decrease of $1.5 million, or 35 percent, compared to the prior year first quarter. Operating margin was 13.7 percent of sales, compared to 20.1 percent of sales in the prior year first quarter. Current year results reflect lower revenues and a less favorable margin mix of revenues compared to the prior year first quarter and were also reduced by approximately $1.0 million resulting from the impact of the LIFO method of accounting for inventory.

The backlog of unfilled orders at November 30, 2021 was $154.8 million compared with $89.2 million at November 30, 2020. A higher backlog of orders in irrigation was partially offset by a lower backlog in infrastructure.

Outlook

“Market conditions support continued solid demand for irrigation equipment, and we also expect raw material cost inflation and supply chain challenges to persist in the near term. We are focused on protecting and improving margins in this environment,” said Mr. Wood. “Regarding our infrastructure business, we continue to expect an increase in project activity in the second half of the fiscal year.”

Mr. Wood concluded, “We are sharply focused on our innovation growth strategy that addresses the needs of a growing population and provides solutions that improve efficiency and promote sustainability.”

First Quarter Conference Call

Lindsay’s fiscal 2022 first quarter investor conference call is scheduled for 11:00 a.m. Eastern Time today. Interested investors may participate in the call by dialing (833) 535-2202 in the U.S., or (412) 902-6745 internationally, and requesting the Lindsay Corporation call. 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 Corporation (NYSE: LNN) is a leading global manufacturer and distributor of irrigation and infrastructure equipment and technology. Established in 1955, the company has been at the forefront of research and development of innovative solutions to meet the food, fuel, fiber and transportation needs of the world’s rapidly growing population. The Lindsay family of irrigation brands includes Zimmatic® center pivot and lateral move agricultural irrigation systems, FieldNET® remote irrigation management and scheduling technology, and industrial IoT solutions. Also a global leader in the transportation industry, Lindsay Transportation Solutions manufactures equipment to improve road safety and keep traffic moving on the world’s roads, bridges and tunnels, through the Barrier Systems®, Road Zipper® and Snoline™ brands. For more information about Lindsay Corporation, visit 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 EARNINGS
(Unaudited)

	Three months ended
(in thousands, except per share amounts)		November 30, 2021				November 30, 2020

Operating revenues	$		166,152		$		108,485
Cost of operating revenues			128,714				77,077
Gross profit			37,438				31,408

Operating expenses:
Selling expense			7,990				7,331
General and administrative expense			12,880				13,452
Engineering and research expense			3,207				3,090
Total operating expenses			24,077				23,873

Operating income			13,361				7,535

Other (expense) income:
Interest expense			(1,163	)			(1,201	)
Interest income			177				303
Other expense, net			(2,900	)			246
Total other (expense) income			(3,886	)			(652	)

Earnings before income taxes			9,475				6,883

Income tax expense (benefit)			1,574				(212	)

Net earnings	$		7,901		$		7,095

Earnings per share:
Basic	$		0.72		$		0.65
Diluted	$		0.72		$		0.65

Shares used in computing earnings per share:
Basic			10,927				10,845
Diluted			11,026				10,888

Cash dividends declared per share	$		0.33		$		0.32


LINDSAY CORPORATION AND SUBSIDIARIES
SUMMARY OPERATING RESULTS
(Unaudited)

	Three months ended
(in thousands)		November 30, 2021				November 30, 2020
Operating revenues:
Irrigation:
North America	$		78,976		$		52,790
International			66,933				34,566
Irrigation segment			145,909				87,356
Infrastructure segment			20,243				21,129
Total operating revenues	$		166,152		$		108,485

Operating income (loss):
Irrigation segment	$		17,212		$		10,633
Infrastructure segment			2,766				4,256
Corporate			(6,617	)			(7,354	)
Total operating income	$		13,361		$		7,535

The Company manages its business activities in two reportable segments as follows:

Irrigation - This reporting segment includes the manufacture and marketing of center pivot, lateral move, and hose reel irrigation systems, 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 design and industrial IoT solutions.

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.


LINDSAY CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)


(in thousands)	November 30, 2021			November 30, 2020			August 31, 2021

ASSETS
Current assets:
Cash and cash equivalents	$	84,719		$	126,802		$	127,107
Marketable securities		30,195			19,624			19,604
Receivables, net		111,959			74,909			93,609
Inventories, net		173,115			114,278			145,244
Other current assets, net		26,345			20,837			30,539
Total current assets		426,333			356,450			416,103

Property, plant, and equipment, net		91,639			81,295			91,997
Intangibles, net		19,827			22,817			20,367
Goodwill		67,735			68,027			67,968
Operating lease right-of-use assets		17,584			26,008			18,281
Deferred income tax assets		6,157			9,924			8,113
Other noncurrent assets, net		20,170			10,681			14,356
Total assets	$	649,445		$	575,202		$	637,185

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	58,908		$	36,263		$	45,209
Current portion of long-term debt		219			214			217
Other current liabilities		88,655			65,910			92,814
Total current liabilities		147,782			102,387			138,240

Pension benefits liabilities		5,660			6,293			5,754
Long-term debt		115,471			115,641			115,514
Operating lease liabilities		17,679			24,863			18,301
Deferred income tax liabilities		798			902			832
Other noncurrent liabilities		20,112			21,215			20,099
Total liabilities		307,502			271,301			298,740

Shareholders' equity:
Preferred stock		—			—			—
Common stock		19,056			18,948			18,991
Capital in excess of stated value		89,006			78,026			86,495
Retained earnings		532,410			503,342			528,130
Less treasury stock - at cost		(277,238	)		(277,238	)		(277,238	)
Accumulated other comprehensive loss, net		(21,291	)		(19,177	)		(17,933	)
Total shareholders' equity		341,943			303,901			338,445
Total liabilities and shareholders' equity	$	649,445		$	575,202		$	637,185


LINDSAY CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

	Three months ended
(in thousands)		November 30, 2021				November 30, 2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings	$		7,901		$		7,095
Adjustments to reconcile net earnings to net cash (used in) provided by operating activities:
Depreciation and amortization			4,896				5,140
Provision for uncollectible accounts receivable			91				158
Deferred income taxes			1,841				140
Share-based compensation expense			1,222				1,583
Unrealized foreign currency transaction loss (gain)			2,193				(203	)
Other, net			292				36
Changes in assets and liabilities:
Receivables			(17,816	)			8,896
Inventories			(31,674	)			(8,294	)
Other current assets			5,965				(3,068	)
Accounts payable			12,462				7,286
Other current liabilities			(3,632	)			(7,146	)
Other noncurrent assets and liabilities			(7,920	)			3,750
Net cash (used in) provided by operating activities			(24,179	)			15,373

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant, and equipment			(3,061	)			(5,614	)
Purchases of marketable securities available-for-sale			(14,354	)			(3,844	)
Proceeds from maturities of marketable securities available-for-sale			3,599				3,616
Other investing activities, net			(342	)			—
Net cash used in investing activities			(14,158	)			(5,842	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of stock options			2,442				56
Common stock withheld for payroll tax obligations			(1,181	)			(1,269	)
Proceeds from employee stock purchase plan			93				—
Principal payments on long-term debt			(54	)			(35	)
Dividends paid			(3,621	)			(3,477	)
Net cash used in financing activities			(2,321	)			(4,725	)

Effect of exchange rate changes on cash and cash equivalents			(1,730	)			593
Net change in cash and cash equivalents			(42,388	)			5,399
Cash and cash equivalents, beginning of period			127,107				121,403
Cash and cash equivalents, end of period	$		84,719		$		126,802

1st Quarter Fiscal 2022 Earnings Slide Deck Exhibit 99.2

Safe-Harbor Statement This presentation 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, financial results and planned financing. 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. Investors should understand that a number of factors (including but not limited to the lingering effects of the COVID-19 pandemic and related public health measures on plant operations, workforce availability, supply chain availability, and product demand) could cause future economic and industry conditions and the Company’s actual financial condition and results of operations to differ materially from management’s beliefs expressed in the forward-looking statements contained in this presentation. These factors include those outlined in the “Risk Factors” section of the Company’s most recent annual report on Form 10-K filed with the Securities and Exchange Commission, and investors are urged to review these factors when considering the forward-looking statements contained in this presentation. 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. For full financial statement information, please see the Company’s earnings release dated January 6, 2022.

First Quarter Summary Revenues increased $57.7 million compared to prior year Irrigation increased $58.6 million Infrastructure decreased $0.9 million Operating income increased $5.8 million compared to prior year Irrigation increased $6.6 million Infrastructure decreased $1.5 million Corporate expense decreased $0.7 million Operating income reduced by LIFO impact of $6.0 million Net earnings reduced by after-tax LIFO impact of $4.5 million, or $0.41 per diluted share Amounts in millions, except per share amounts Revenue Operating Income Diluted EPS +53% +11% +77%

First Quarter Financial Summary

Current Market Factors As of November 2021, U.S. corn prices have increased 40 percent and soybean prices have increased 6 percent from a year ago. The increases resulted from lower crop production coupled with higher demand for exports to China. 2021 Net farm income is projected by the USDA to be $116.8 billion, an increase of 23 percent from 2020 and would be the highest farm income level since 2013. Additional increases in the cost of raw materials and other inputs are expected to continue to provide short-term margin pressure until increased costs can be fully recovered by price increases. Constraints on availability of raw materials, labor and trucking resources extend lead times for deliveries. Irrigation Infrastructure The Infrastructure Investment and Jobs Act (IIJA) was signed into law on November 15, 2021 and marked the largest infusion of federal investment into infrastructure projects in more than a decade. This legislation introduced $110 billion in incremental federal funding to repair roads, bridges, and support other transformational projects, which the Company anticipates will translate into higher demand for its transportation safety products. The IIJA includes a five-year $370 billion reauthorization of the Fixing America’s Surface Transportation (Fast Act). The “shift left” strategy, combined with the safety benefits of positive protection, has created additional lease opportunities in the U.S. Road Zipper® market. For example, one state recently announced it will now require state projects to consider positive protection in all work zones.

Irrigation Segment North America revenue increased $26.2 million Higher irrigation equipment unit sales volume Higher average selling prices International revenue increased $32.4 million Higher irrigation equipment unit sales volume in most international markets, led by Brazil, Middle East and Europe Higher average selling prices Favorable foreign currency translation impact of $1.1 million Operating income increased $6.6 million Higher irrigation system unit volume Partially offset by the impact of higher raw material and other input costs Operating income reduced by LIFO impact of approximately $5.0 million Revenue Operating Income North America International FY21 FY22 Amounts in millions +94% +62% +50%

Infrastructure Segment Total revenue decreased $0.9 million Lower Road Zipper System® sales Higher Road Zipper System® lease revenue Higher sales of road safety products Operating income decreased $1.5 million Lower revenues from Road Zipper projects Less favorable margin mix of revenues Higher raw material and other input costs Operating income reduced by LIFO impact of approximately $1.0 million Revenue Operating Income Amounts in millions -4% -35%

Innovation Leadership: Addressing Global Megatrends Capitalizingon globalmegatrends Key Trends FoodSecurity WaterScarcity LandAvailability MobilitySafety ReducingEmissions Labor Savings

Strong Commitment to Sustainable Practices Our mission is to provide solutions that conserve natural resources, enhance the quality of life for people, and expand our world’s potential. Investing in sustainable technologies Improving our operational footprint Empowering and protecting our people Engaging inour local communities Operatingwithintegrity 1 2 3 4 5

Summary Balance Sheet and Liquidity As of November 30, 2021: Available liquidity of $164.9 million, with $114.9 million in cash, cash equivalents and marketable securities and $50.0 million available under revolving credit facility Total debt of $115.7 million, of which $115.0 million matures in 2030 A funded debt to EBITDA leverage ratio (as defined in our credit agreements) of 1.4 compared to a covenant limit of 3.0

Summary of Cash Flow

Capital Allocation – A Balanced Approach Allocation History Other includes debt repayments, net cash sources/uses from note receivables, net investment hedges, stock compensation and related tax benefits. Ending cash includes marketable securities Targeted cash balance of $60-75 million, including international accounts To support cyclical and seasonal fluctuations in working capital and projected capital expenditures $115 million in Senior Notes maturing on 2/19/30 at annual interest rate of 3.82% The Company’s prioritization for cash use: Working capital to support organic growth New product development Capital expenditures - expected to be $20-25 million in fiscal 2022 Acquisitions that align with strategic priorities Dividend payments Opportunistic share repurchases Allocation Plan