Form 8-K LINDSAY CORP For: Mar 25

 

 

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))

 

 

 

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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.

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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

Exhibit 99.1

 

		2222 NO. 111TH  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.

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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.

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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

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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

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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

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