lnn-20170228

Lindsay Corporation

INDEX FORM 10-Q


		Page
Part I – FINANCIAL INFORMATION
	ITEM 1 – Financial Statements
	Condensed Consolidated Statements of Operations for the three and six months ended February 28, 2017 and February 29, 2016	3
	Condensed Consolidated Statements of Comprehensive Income for the three and six months ended February 28, 2017 and February 29, 2016	4
	Condensed Consolidated Balance Sheets as of February 28, 2017, February 29, 2016 and August 31, 2016	5
	Condensed Consolidated Statements of Cash Flows for the six months ended February 28, 2017 and February 29, 2016	6
	Notes to the Condensed Consolidated Financial Statements	7
	ITEM 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
	ITEM 3 – Quantitative and Qualitative Disclosures about Market Risk	23
	ITEM 4 – Controls and Procedures	23
Part II – OTHER INFORMATION
	ITEM 1 – Legal Proceedings	23
	ITEM 1A – Risk Factors	24
	ITEM 2 – Unregistered Sales of Equity Securities and Use of Proceeds	24
	ITEM 3 – Defaults Upon Senior Securities	24
	ITEM 4 – Mine Safety Disclosures	24
	ITEM 5 – Other Information	24
	ITEM 6 – Exhibits	25
SIGNATURES		26

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Part I – FINANCIAL INFORMATION

ITEM 1 - Financial Statements



Lindsay Corporation and Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

	Three months ended				Six months ended
	February 28,		February 29,		February 28,		February 29,
($ and shares in thousands, except per share amounts)	2017		2016		2017		2016
Operating revenues	$	124,125	$	120,573	$	234,515	$	242,195
Cost of operating revenues		91,184		88,128		173,200		175,336
Gross profit		32,941		32,445		61,315		66,859

Operating expenses:
Selling expense		10,132		10,363		20,114		20,355
General and administrative expense		10,230		23,028		21,585		32,043
Engineering and research expense		4,057		3,748		8,359		7,407
Total operating expenses		24,419		37,139		50,058		59,805

Operating income (loss)		8,522		(4,694)		11,257		7,054

Other income (expense):
Interest expense		(1,201)		(1,201)		(2,410)		(2,397)
Interest income		171		229		336		393
Other income (expense), net		144		(527)		(212)		(847)

Earnings (loss) before income taxes		7,636		(6,193)		8,971		4,203

Income tax expense (benefit)		2,624		(2,064)		3,086		1,388

Net earnings (loss)	$	5,012	$	(4,129)	$	5,885	$	2,815

Earnings (loss) per share:
Basic	$	0.47	$	(0.37)	$	0.55	$	0.25
Diluted	$	0.47	$	(0.37)	$	0.55	$	0.25

Shares used in computing earnings (loss) per share:
Basic		10,657		11,024		10,647		11,142
Diluted		10,674		11,024		10,670		11,163

Cash dividends declared per share	$	0.29	$	0.28	$	0.58	$	0.56

See accompanying notes to condensed consolidated financial statements.

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Lindsay Corporation and Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)

	Three months ended				Six months ended
	February 28,		February 29,		February 28,		February 29,
($ in thousands)	2017		2016		2017		2016
Net earnings (loss)	$	5,012	$	(4,129)	$	5,885	$	2,815
Other comprehensive income (loss):
Defined benefit pension plan adjustment, net of tax		38		33		75		38
Unrealized loss on cash flow hedges, net of tax		—		(76)		—		(76)
Foreign currency translation adjustment, net of hedging activities and tax		1,947		(507)		513		(2,073)
Total other comprehensive income (loss), net of tax expense (benefit) of $87, ($253), $653, and $391, respectively		1,985		(550)		588		(2,111)
Total comprehensive income (loss)	$	6,997	$	(4,679)	$	6,473	$	704

See accompanying notes to condensed consolidated financial statements.

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Lindsay Corporation and Subsidiaries
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)

	February 28,		February 29,		August 31,
($ and shares in thousands, except par values)	2017		2016		2016
ASSETS
Current assets:
Cash and cash equivalents	$	102,825	$	89,522	$	101,246
Restricted cash		—		2,028		2,030
Receivables, net of allowance of $7,473, $7,987, and $8,312, respectively		78,828		79,225		80,610
Inventories, net		82,847		82,078		74,750
Prepaid expenses		5,208		4,418		3,671
Other current assets		15,968		12,802		14,468
Total current assets		285,676		270,073		276,775

Property, plant, and equipment:
Cost		185,714		181,477		182,696
Less accumulated depreciation		(110,082)		(102,561)		(105,069)
Property, plant, and equipment, net		75,632		78,916		77,627

Intangibles, net		44,890		49,475		47,200
Goodwill		76,577		76,628		76,803
Deferred income tax assets		3,094		3,108		4,225
Other noncurrent assets		4,747		5,070		4,885
Total assets	$	490,616	$	483,270	$	487,515

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	44,254	$	36,371	$	32,268
Current portion of long-term debt		199		195		197
Other current liabilities		46,350		47,971		55,395
Total current liabilities		90,803		84,537		87,860

Pension benefits liabilities		6,708		6,431		6,869
Long-term debt		116,876		117,075		116,976
Deferred income tax liabilities		1,678		1,020		1,223
Other noncurrent liabilities		20,995		22,588		23,020
Total liabilities		237,060		231,651		235,948

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;
18,746, 18,713, and 18,713 shares issued, respectively		18,746		18,713		18,713
Capital in excess of stated value		59,002		55,908		57,338
Retained earnings		466,630		455,535		466,926
Less treasury stock - at cost, 8,083, 7,864, and 8,083 shares, respectively		(277,238)		(261,118)		(277,238)
Accumulated other comprehensive loss, net		(13,584)		(17,419)		(14,172)
Total shareholders' equity		253,556		251,619		251,567
Total liabilities and shareholders' equity	$	490,616	$	483,270	$	487,515

See accompanying notes to condensed consolidated financial statements.

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Lindsay Corporation and Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

	Six months ended
	February 28,		February 29,
($ in thousands)	2017		2016
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings	$	5,885	$	2,815
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization		8,120		8,536
Provision for uncollectible accounts receivable		(609)		(1,103)
Deferred income taxes		1,707		(4,163)
Share-based compensation expense		1,815		1,534
Other, net		(594)		1,828
Changes in assets and liabilities:
Receivables		2,710		(5,220)
Inventories		(7,368)		(8,094)
Other current assets		3,375		(1,779)
Accounts payable		11,926		(2,247)
Other current liabilities		(8,135)		(5,273)
Current income taxes payable		(5,987)		(3,641)
Other noncurrent assets and liabilities		(2,123)		11,833
Net cash provided by (used in) operating activities		10,722		(4,974)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant, and equipment		(4,194)		(7,392)
Proceeds from settlement of net investment hedges		2,054		2,317
Payments for settlement of net investment hedges		(482)		(512)
Other investing activities, net		136		1,073
Net cash used in investing activities		(2,486)		(4,514)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of stock options		647		113
Common stock withheld for payroll tax withholdings		(635)		(712)
Principal payments on long-term debt		(98)		(96)
Repurchase of common shares		—		(32,215)
Dividends paid		(6,181)		(6,183)
Net cash used in financing activities		(6,267)		(39,093)

Effect of exchange rate changes on cash and cash equivalents		(390)		(990)
Net change in cash and cash equivalents		1,579		(49,571)
Cash and cash equivalents, beginning of period		101,246		139,093
Cash and cash equivalents, end of period	$	102,825	$	89,522

SUPPLEMENTAL CASH FLOW INFORMATION
Income taxes paid	$	7,233	$	11,637
Interest paid	$	2,383	$	2,352

See accompanying notes to condensed consolidated financial statements.

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Lindsay Corporation and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1 – Condensed Consolidated Financial Statements

The condensed consolidated financial statements are presented in accordance with the rules and regulations of the Securities and Exchange Commission and do not include all of the disclosures normally required by U.S. generally accepted accounting principles (“U.S. GAAP”) as contained in Lindsay Corporation’s (the “Company”) Annual Report on Form 10-K. Accordingly, these condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s most recent Annual Report on Form 10-K for the fiscal year ended August 31, 2016.

In the opinion of management, the condensed consolidated financial statements of the Company reflect all adjustments (consisting of normal recurring accruals) necessary to present fairly the financial position and the results of operations and cash flows for the periods presented. The results for interim periods are not necessarily indicative of trends or results expected by the Company for a full year. The condensed consolidated financial statements were prepared using U.S. GAAP. These principles require us to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses. Actual results could differ from these estimates. Certain reclassifications have been made to prior financial statements and notes to conform to the current year presentation.

Note 2 – New Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers: Deferral of the Effective Date. The standard provides a single model for revenue arising from contracts with customers and supersedes current revenue recognition guidance. The ASU requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of goods or services. The ASU will replace existing revenue recognition guidance in U.S. GAAP and becomes effective in the first quarter of fiscal 2019. Early adoption is permitted only in fiscal 2018. The guidance permits companies to either apply the requirements retrospectively to all prior periods presented, or apply the requirements in the year of adoption, through a cumulative adjustment. The Company is currently evaluating the impact the adoption will have on its consolidated financial statements and related disclosures. The Company has not yet selected a transition method, nor has it determined the effect of the standard on its ongoing financial reporting.

In November 2015, the FASB issued ASU No. 2015-17, Income Taxes: Balance Sheet Classification of Deferred Taxes. The standard requires an entity to classify all deferred tax assets and liabilities as noncurrent. In addition, companies will no longer allocate valuation allowances between current and noncurrent because all deferred tax assets will be classified as noncurrent. The guidance allows companies to apply the update either on a retrospective or prospective basis. The Company has early adopted this ASU during the first quarter of fiscal 2017 on a retrospective basis. Accordingly, the Company reclassified current deferred tax assets and liabilities to non-current on its February 29, 2016 and August 31, 2016 condensed consolidated balance sheets, which increased net non-current deferred tax assets by $1.8 million and $3.3 million, respectively, and decreased non-current deferred tax liabilities by $12.2 million and $12.0 million, respectively.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The standard requires a lessee to recognize assets and liabilities arising from an operating lease on the balance sheet. Additionally, companies are permitted to make an accounting policy election to not recognize lease assets and liabilities for leases with a term of 12 months or less. The effective date of ASU No. 2016-02 will be the first quarter of fiscal 2020 with early adoption permitted. The Company is currently evaluating the effect that adopting this standard will have on its consolidated financial statements.

In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting. The standard provides guidance for employee share-based compensation payments, including the income tax consequences, classification of awards as either equity or liabilities and the classification on the statement of cash flows. The Company elected to early adopt this ASU as of the beginning of fiscal 2017. For the first quarter of fiscal 2017, the Company recognized all excess tax benefits and tax deficiencies as income tax expense or benefit in the quarter. The result of the adoption of ASU 2016-09 was immaterial to the financial statements. Additionally, as required by the new guidance, when calculating diluted earnings per share, excess tax benefits were excluded from the calculation of assumed proceeds since such amounts are recognized in the income statement. ASU 2016-09 also allows an entity to elect, as an accounting policy, either to estimate the number of forfeited awards or to account for forfeitures as they occur. The Company has elected to account for forfeitures as they occur. This change did not have a material impact on estimated expense. The Company elected to present the cash flow

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statement on a retrospective transition method and prior periods have been adjusted to present the excess tax benefits as part of cash flows from operating activities. This resulted in an increase in cash flows from operating activities and a decrease in cash flows from financing activities of $0.1 million in fiscal 2016.

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.

The following table shows the computation of basic and diluted net earnings per share for the three and six months ended February 28, 2017 and February 29, 2016:


	Three months ended				Six months ended
	February 28,		February 29,		February 28,		February 29,
($ and shares in thousands, except per share amounts)	2017		2016		2017		2016
Numerator:
Net earnings (loss)	$	5,012	$	(4,129)	$	5,885	$	2,815

Denominator:
Weighted average shares outstanding		10,657		11,024		10,647		11,142
Diluted effect of stock awards		17		—		23		21
Weighted average shares outstanding assuming dilution		10,674		11,024		10,670		11,163

Basic net earnings (loss) per share	$	0.47	$	(0.37)	$	0.55	$	0.25
Diluted net earnings (loss) per share	$	0.47	$	(0.37)	$	0.55	$	0.25

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. In addition, the following table shows the securities excluded from the computation of earnings per share because their effect would have been anti-dilutive:


	Three months ended		Six months ended
	February 28,	February 29,	February 28,	February 29,
(Units and options in thousands)	2017	2016	2017	2016
Restricted stock units	7	3	20	9
Stock options	119	86	133	75

Note 4 – Income Taxes

It is the Company’s policy to report income tax expense for interim periods using an estimated annual effective income tax rate. However, the tax effects of significant or unusual items are not considered in the estimated annual effective income tax rate. The tax effects of such discrete events are recognized in the interim period in which the events occur. The Company recorded no material discrete items for the three and six months ended February 28, 2017 and February 29, 2016.

The Company recorded income tax expense of $2.6 million and income tax benefit of $2.1 million for the three months ended February 28, 2017 and February 29, 2016, respectively. The Company recorded income tax expense of $3.1 million and $1.4 million for the six months ended February 28, 2017 and February 29, 2016, respectively. The estimated annual effective income tax rate was 34.4 percent and 33.0 percent for the fiscal year-to-date periods ended February 28, 2017 and February 29, 2016, respectively. The increase in the estimated annual effective income tax rate from February 2016 to February 2017 primarily relates to the earnings mix among jurisdictions.

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Note 5 – Inventories

Inventories consisted of the following as of February 28, 2017, February 29, 2016, and August 31, 2016:



	February 28,		February 29,		August 31,
($ in thousands)	2017		2016		2016
Raw materials and supplies	$	27,368	$	24,663	$	26,599
Work in process		7,570		8,714		5,742
Finished goods and purchased parts		53,587		53,217		47,805
Total inventory value before LIFO adjustment		88,525		86,594		80,146
Less adjustment to LIFO value		(5,678)		(4,516)		(5,396)
Inventories, net	$	82,847	$	82,078	$	74,750

Note 6 – Long-Term Debt

The following table sets forth the outstanding principal balances of the Company’s long-term debt as of the dates shown:



	February 28,		February 29,		August 31,
($ in thousands)	2017		2016		2016
Series A Senior Notes	$	115,000	$	115,000	$	115,000
Revolving Credit Facility		—		—		—
Elecsys Series 2006A Bonds		2,075		2,270		2,173
Total debt		117,075		117,270		117,173
Less current portion		(199)		(195)		(197)
Total long-term debt	$	116,876	$	117,075	$	116,976

Principal payments on the debt are due as follows:


Due within	$ in thousands
1 year	$	199
2 years		203
3 years		207
4 years		211
5 years		215
Thereafter		116,040
	$	117,075

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Note 7 – Financial Derivatives

The Company uses certain financial derivatives to mitigate its exposure to volatility in foreign currency exchange rates. The Company uses these derivative instruments to hedge exposures in the ordinary course of business and does not invest in derivative instruments for speculative purposes. The Company manages market and credit risks associated with its derivative instruments by establishing and monitoring limits as to the types and degree of risk that may be undertaken, and by entering into transactions with counterparties that have investment grade credit ratings. Fair values of derivative instruments are as follows:



	Balance sheet	February 28,		February 29,		August 31,
($ in thousands)	location	2017		2016		2016
Derivatives designated as hedging instruments:
Foreign currency forward contracts	Other current assets	$	—	$	—	$	40
Foreign currency forward contracts	Other current liabilities		(619)		(639)		(385)
Total derivatives designated as hedging instruments		$	(619)	$	(639)	$	(345)

Derivatives not designated as hedging instruments:
Foreign currency forward contracts	Other current assets	$	—	$	14	$	33
Foreign currency forward contracts	Other current liabilities		(249)		(187)		(210)
Total derivatives not designated as hedging instruments		$	(249)	$	(173)	$	(177)

Accumulated other comprehensive income included realized and unrealized after-tax gains of $6.3 million, $6.2 million, and $5.6 million at February 28, 2017, February 29, 2016, and August 31, 2016, respectively, related to derivative contracts designated as hedging instruments.

Net Investment Hedging Relationships

The amount of gain or (loss) recognized in other comprehensive income is as follows:


	Three months ended				Six months ended
	February 28,		February 29,		February 28,		February 29,
($ in thousands)	2017		2016		2017		2016
Foreign currency forward contracts, net of tax (benefit) expense of $(47), $(240), $563, and $409	$	(182)	$	(314)	$	736	$	898

For the three months ended February 28, 2017 and February 29, 2016, the Company settled foreign currency forward contracts resulting in an after-tax net gain of $1.0 million and $1.4 million, respectively, which were included in other comprehensive income as part of a currency translation adjustment. For the six months ended February 28, 2017 and February 29, 2016, the Company settled foreign currency forward contracts resulting in an after-tax net gain of $0.9 million and $1.2 million, respectively, which were included in other comprehensive income as part of a currency translation adjustment. There were no amounts recorded in the condensed consolidated statement of operations related to ineffectiveness of foreign currency forward contracts related to net investment hedges for the three and six months ended February 28, 2017 and February 29, 2016.

At February 28, 2017, February 29, 2016, and August 31, 2016, the Company had outstanding Euro foreign currency forward contracts to sell 32.9 million Euro, 28.3 million Euro, and 32.6 million Euro, respectively, at fixed prices to settle during the next fiscal quarter. At February 28, 2017, February 29, 2016, and August 31, 2016, the Company had an outstanding foreign currency forward contract to sell 43.0 million South African Rand at fixed prices to settle during the next fiscal quarter. The Company’s foreign currency forward contracts qualify as hedges of a net investment in foreign operations.

Derivatives Not Designated as Hedging Instruments

The Company generally does not elect hedge accounting treatment for derivative contracts related to future settlements of foreign denominated intercompany receivables and payables. If the Company does not elect hedge accounting treatment for a derivative, the Company carries the derivative at its fair value in the condensed consolidated balance sheet and recognizes any subsequent changes in its fair value during a period through earnings in the condensed consolidated statement of operations. At February 28, 2017, February 29, 2016, and August 31, 2016, the Company had $5.6 million, $10.3 million, and $8.2 million, respectively, of U.S. dollar equivalent of foreign currency forward contracts outstanding that are not designated as hedging instruments.

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Note 8 – Fair Value Measurements

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 February 28, 2017, February 29, 2016, and August 31, 2016, respectively. There were no transfers between any levels for the periods presented.



	February 28, 2017
($ in thousands)	Level 1		Level 2		Level 3		Total
Cash and cash equivalents	$	102,825	$	—	$	—	$	102,825
Derivative assets		—		—		—		—
Derivative liabilities		—		(868)		—		(868)

	February 29, 2016
($ in thousands)	Level 1		Level 2		Level 3		Total
Cash and cash equivalents	$	89,522	$	—	$	—	$	89,522
Derivative assets		—		14		—		14
Derivative liabilities		—		(826)		—		(826)

	August 31, 2016
($ in thousands)	Level 1		Level 2		Level 3		Total
Cash and cash equivalents	$	101,246	$	—	$	—	$	101,246
Derivative assets		—		73		—		73
Derivative liabilities		—		(595)		—		(595)

There were no required fair value adjustments for assets and liabilities measured at fair value on a non-recurring basis for the three and six months ended February 28, 2017 or February 29, 2016.

Note 9 – 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 potential loss in excess of the amounts accrued would not have a material effect on the business or its consolidated financial statements. Such proceedings are exclusive of environmental remediation matters which are discussed separately below.

Environmental Remediation

In 1992, the Company entered into a consent decree with the U.S. Environmental Protection Agency (the “EPA”) in which the Company committed to remediate environmental contamination of the groundwater that was discovered from 1982 through 1990 at and adjacent to its Lindsay, Nebraska facility (the “site”). The site was added to the EPA’s list of priority superfund sites in 1989. Between 1993 and 1995, remediation plans for the site were approved by the EPA and fully implemented by the Company. Since 1998, the primary remaining contamination at the site has been the presence of volatile organic compounds in the soil and groundwater. To date, the remediation process has consisted primarily of drilling wells into the aquifer and pumping water to the surface to allow these contaminants to be removed by aeration.

In fiscal 2012, the Company undertook an investigation to assess further potential site remediation and containment actions. In connection with the receipt of preliminary results of this investigation and other evaluations, the Company estimated that it would incur $7.2 million in remediation of source area contamination and operating costs and accrued that undiscounted amount. In addition to this source area, the Company determined that volatile organic compounds also existed under one of the manufacturing buildings on the site. Due to the location, the Company had not yet determined the extent of these compounds or the extent to which they were contributing to groundwater contamination. Based on the uncertainty of the remediation actions that might be required with respect to this affected area, the Company believed that meaningful estimates of costs or range of costs could not be made and accordingly were not accrued at that time.

In December 2014, the EPA requested that the Company prepare a feasibility study related to the site, including the area covered by the building, which resulted in a revision to the Company’s remediation timeline. In the first quarter of fiscal 2015, the Company accrued $1.5 million of incremental operating costs to reflect its updated timeline.

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The Company began soil and groundwater testing in preparation for developing this feasibility study during the first quarter of fiscal 2016. During the second quarter of fiscal 2016, the Company completed its testing which clarified the extent of contamination, including the identification of a source of contamination near the manufacturing building that was not part of the area for which reserves were previously established. The Company, with the assistance of third-party environmental experts, developed and evaluated remediation alternatives, a proposed remediation plan, and estimated costs. Based on these estimates of future remediation and operating costs, the Company accrued an additional $13.0 million in the second quarter of fiscal 2016 and included the related expenses in general and administrative expenses in the condensed consolidated statement of operations.

The current estimated aggregate accrued cost of $18.7 million is based on consideration of several remediation options that would use different technologies, each of which the Company believes could be successful in meeting the long-term regulatory requirements of the site. The Company participated in a preliminary meeting with the EPA and the Nebraska Department of Environmental Quality (the “NDEQ”) during the third quarter of fiscal 2016 to review remediation alternatives and proposed plans for the site and submitted its remedial alternatives evaluation report to the EPA in August 2016. The proposed remediation plan is preliminary and has not been approved by the EPA or the NDEQ. Based on guidance from third-party environmental experts and further discussions with the EPA and the NDEQ, the Company anticipates that a definitive plan will not be agreed upon until fiscal 2018 or beyond.

The Company accrues the anticipated cost of investigation and remediation when the obligation is probable and can be reasonably estimated. While the Company believes the current accrual is a good faith estimate of the long-term cost of remediation at this site based on the preliminary analysis currently available, the estimate of costs and their timing could change as a result of a number of factors, including (1) EPA and NDEQ input on the proposed remediation plan and any changes which they may subsequently require, (2) refinement of cost estimates and length of time required to complete remediation and post-remediation operations and maintenance, (3) effectiveness of the technology chosen in remediation of the site as well as changes in technology that may become available in the future, and (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 could exceed the amounts currently accrued for this expense. 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 undiscounted environmental remediation liability classifications included in the balance sheet as of February 28, 2017, February 29, 2016, and August 31, 2016:



	February 28,		February 29,		August 31,
($ in thousands)	2017		2016		2016
Other current liabilities	$	1,722	$	1,296	$	722
Other noncurrent liabilities		16,933		18,650		18,255
Total environmental remediation liabilities	$	18,655	$	19,946	$	18,977

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Note 10 – Warranties

The following table provides the changes in the Company’s product warranties:



	Three months ended
	February 28,		February 29,
($ in thousands)	2017		2016
Product warranty accrual balance, beginning of period	$	7,572	$	6,285
Liabilities accrued for warranties during the period		860		586
Warranty claims paid during the period		(1,420)		(725)
Changes in estimates		(74)		285
Product warranty accrual balance, end of period	$	6,938	$	6,431

	Six months ended
	February 28,		February 29,
($ in thousands)	2017		2016
Product warranty accrual balance, beginning of period	$	7,443	$	7,271
Liabilities accrued for warranties during the period		1,861		1,944
Warranty claims paid during the period		(2,621)		(2,586)
Changes in estimates		255		(198)
Product warranty accrual balance, end of period	$	6,938	$	6,431

Note 11 – Share-Based Compensation

The Company’s current share-based compensation plans, approved by the stockholders of the Company, provides for awards of stock options, restricted shares, restricted stock units (“RSUs”), stock appreciation rights, performance shares and performance stock units (“PSUs”) to employees and non-employee directors of the Company. The Company measures and recognizes compensation expense for all share-based payment awards made to employees and directors based on estimated fair values. Share-based compensation expense was $0.9 million and $0.6 million for the three months ended February 28, 2017 and February 29, 2016, respectively. Share-based compensation expense was $1.8 million and $1.5 million for the six months ended February 28, 2017 and February 29, 2016, respectively.

During the second quarter of fiscal 2017, the Company awarded its annual grant of RSUs to independent members of the Board of Directors at a grant date fair value of $74.47 per share, which resulted in a total of 7,427 RSUs being granted. These RSUs are scheduled to become fully vested on November 1, 2017 and were issued from the Company’s 2015 Long-Term Incentive Plan.

Note 12 – Other Current Liabilities


	February 28,		February 29,		August 31,
($ in thousands)	2017		2016		2016
Other current liabilities:
Compensation and benefits	$	13,804	$	12,940	$	19,044
Warranties		6,938		6,431		7,443
Deferred revenues		4,873		6,601		7,594
Customer deposits		4,757		6,282		3,399
Dealer related liabilities		2,724		4,298		4,978
Tax related liabilities		2,964		2,774		4,200
Other		10,290		8,645		8,737
Total other current liabilities	$	46,350	$	47,971	$	55,395

Note 13 – Share Repurchases

In accordance with its share repurchase program, during the three and six months ended February 29, 2016, the Company repurchased 332,949 shares and 469,212 shares, respectively, of common stock for an aggregate purchase price of $23.0 million and $32.2 million, respectively. There were no share repurchases during the three and six months ended February 28, 2017. The remaining amount available under the repurchase program was $63.7 million as of February 28, 2017.

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Table of Contents

Note 14 – Industry Segment Information

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 sales, 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 and six months ended February 28, 2017 and February 29, 2016.

Irrigation - This reporting segment includes the manufacture and marketing of center pivot, lateral move, and hose reel irrigation systems as well as various water pumping stations, controls, filtration solutions and machine-to-machine (“M2M”) technology. The irrigation reporting segment consists of three operating segments that have similar economic characteristics and meet the aggregation criteria, including similar products, production processes, type or class of customer and methods for distribution.

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 manufacture and sale of large diameter steel tubing and railroad signals and structures; and the provision of outsourced manufacturing and production services. The infrastructure reporting segment consists of one operating segment.



	Three months ended				Six months ended
	February 28,		February 29,		February 28,		February 29,
($ in thousands)	2017		2016		2017		2016
Operating revenues:
Irrigation	$	106,209	$	103,081	$	196,061	$	204,407
Infrastructure		17,916		17,492		38,454		37,788
Total operating revenues	$	124,125	$	120,573	$	234,515	$	242,195

Operating income:
Irrigation	$	11,304	$	11,081	$	16,453	$	23,773
Infrastructure		1,595		1,532		4,571		4,614
Segment operating income		12,899		12,613		21,024		28,387

Unallocated general and administrative expenses


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

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


Large accelerated filer	☒		Accelerated filer	☐
Non‑accelerated filer	☐	(Do not check if smaller reporting company)	Smaller reporting company	☐


☒		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