LINDSAY CORP

Previous wording

The Company’s accounting policies that are most important to the presentation of its results of operations and financial condition, and which require the greatest use of judgments and estimates by management, are designated as its critical accounting policies. See discussion of the Company’s critical accounting policies under Item 7 in the Company’s Annual Report on Form 10-K for the Company’s fiscal year ended August 31, 2024. Management periodically re-evaluates and adjusts its critical accounting policies as circumstances change. There were no significant changes in the Company’s critical accounting policies during the six months ended February 28, 2025.

Current wording

The Company’s accounting policies that are most important to the presentation of its results of operations and financial condition, and which require the greatest use of judgments and estimates by management, are designated as its critical accounting policies. See discussion of the Company’s critical accounting policies under Item 7 in the Company’s Annual Report on Form 10-K for the Company’s fiscal year ended August 31, 2024. Management periodically re-evaluates and adjusts its critical accounting policies as circumstances change. There were no significant changes in the Company’s critical accounting policies during the nine months ended May 31, 2025.

Previous wording

Operating revenues for the three months ended February 28, 2025 were $187.1 million, an increase of 23 percent compared to $151.5 million for the three months ended February 29, 2024. Irrigation segment revenues for the three months ended February 28, 2025 increased 11 percent to $148.1 million from the same prior year period, while infrastructure segment revenues increased 110 percent to $38.9 million. Net earnings for the three months ended February 28, 2025 were $26.6 million, or $2.44 per diluted share, compared to net earnings of $18.1 million, or $1.64 per diluted share, for the three months ended February 29, 2024. The increase in net earnings and earnings per share was driven primarily by higher operating income, as other income and the effective tax rate were comparable to the same prior year period.

Current wording

Operating revenues for the three months ended May 31, 2025 were $169.5 million, an increase of 22 percent compared to $139.2 million for the three months ended May 31, 2024. Irrigation segment revenues for the three months ended May 31, 2025 increased 25 percent to $143.7 million from the same prior year period, while infrastructure segment revenues increased 6 percent to $25.7 million. Net earnings for the three months ended May 31, 2025 were $19.5 million, or $1.78 per diluted share, compared to net earnings of $20.4 million, or $1.85 per diluted share, for the three months ended May 31, 2024. The year-over-year decrease in net earnings resulted primarily from the recognition of a one-time income tax credit in the prior year period of $4.8 million, or $0.44 per diluted share.

Previous wording

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

Current wording

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

Previous wording

Agricultural commodity prices – As of February 2025, U.S. corn prices have increased approximately 20 percent and U.S. soybean prices have decreased approximately 9 percent from price levels prevailing in February 2024. Agriculture commodity prices fluctuate based on supply factors, such as global production and inventory levels of commodities, and demand factors such as food and feed consumption, biofuel production and the level of China's demand for agricultural imports.

Current wording

Agricultural commodity prices – As of May 2025, U.S. corn prices have decreased approximately 1 percent and U.S. soybean prices have decreased approximately 15 percent from price levels prevailing in May 2024. Agriculture commodity prices fluctuate based on supply factors, such as global production and inventory levels of commodities, and demand factors such as food and feed consumption, biofuel production and the level of China's demand for agricultural imports.

Previous wording

Net farm income –In February 2025, the U.S. Department of Agriculture (the “USDA”) released its initial forecast for 2025 U.S. net farm income, which is estimated to be $180.1 billion, an increase of 29 percent from 2024 U.S. net farm income of $139.1 billion. This forecast anticipates an increase in government support payments expected from supplemental and ad-hoc disaster support programs, while cash receipts from crops are expected to decrease 2 percent. Net farm income for 2024 declined 6 percent from the prior year.

Current wording

Net farm income –In February 2025, the U.S. Department of Agriculture (the “USDA”) released its initial forecast for 2025 U.S. net farm income, which is estimated to be $180.1 billion, an increase of 29 percent from 2024 U.S. net farm income of $139.1 billion. This forecasted increase is based mainly on an increase in government support payments from supplemental and ad-hoc disaster support programs, while cash receipts from crops are expected to decrease 2 percent. Net farm income for 2024 declined 6 percent from the prior year.

Previous wording

Governmental policies – A number of governmental laws and regulations can affect the Company’s business, including:

Current wording

Governmental action– A number of governmental laws, regulations and policies can affect the Company’s business, including the following:

Previous wording

In response to recently announced U.S. tariffs on imports from Canada, Mexico, China and other countries, the Company has implemented a comprehensive action plan that includes supplier negotiation, strategic inventory placement, and other supply chain initiatives to manage potential cost impacts. The impact of the proposed tariffs is anticipated to result in a marginal increase to the Company's cost of goods, which is expected to be passed through to the market through increased pricing of products. The potential impact of additional tariffs or retaliatory actions has been considered, and the Company plans to utilize its global footprint and supply chain to minimize the potential impact of these actions on its business and customers.

Current wording

In response to recently announced U.S. tariffs on imports from Canada, Mexico, China and other countries, the Company has implemented a comprehensive action plan that includes supplier negotiation, strategic inventory placement, and other supply chain initiatives to manage potential cost impacts. The impact of the proposed tariffs is anticipated to result in a marginal increase to the Company's cost of goods, which is expected to be passed through to the market through increased pricing of products. The potential impact of additional tariffs or retaliatory actions has been considered, and the Company plans to utilize its global footprint and supply chain to try to minimize the potential impact of these actions on its business and customers.

Previous wording

Changes to U.S. income tax laws enacted in December 2017 increased the benefit of certain tax incentives, such as the Section 179 income tax deduction and Section 168 bonus depreciation, which are intended to encourage equipment purchases by allowing 100 percent of the cost of equipment to be treated as an expense in the year of purchase rather than amortized over its useful life. This benefit is being phased out by 20 percent per year over a five-year period, beginning in 2023. For calendar 2025, the allowable deduction is 40 percent of the cost of equipment and in calendar 2026 the allowable deduction will drop to 20 percent.

Current wording

Changes to U.S. income tax laws enacted in December 2017 (the "2017 Tax Act") increased the benefit of certain tax incentives, such as the Section 179 income tax deduction and Section 168 bonus depreciation, which are intended to encourage equipment purchases by allowing 100 percent of the cost of equipment to be treated as an expense in the year of purchase rather than amortized over its useful life. This benefit is being phased out by 20 percent per year over a five-year period, beginning in 2023. For calendar 2025, the allowable deduction is 40 percent of the cost of equipment and in calendar 2026 the allowable deduction will drop to 20 percent. Proposed legislation currently being considered in Congress would restore these incentives to levels set in the 2017 Tax Act to once again allow 100 percent of the cost of equipment to be treated as an expense in the year of purchase rather than amortized over its useful life.

Previous wording

Biofuel production continues to be a major demand driver for irrigated corn, sugar cane and soybeans as these crops are used in high volumes to produce ethanol and biodiesel. The U.S. Environmental Protection Agency (“EPA”) establishes biofuel volume requirements for the Renewable Fuels Standard (RFS). Under the current RFS rule in place, renewable fuel volume targets for 2025 reflect an increase in total gallons of approximately 4 percent compared to 2024.

Current wording

Biofuel production continues to be a major demand driver for irrigated corn, sugar cane and soybeans as these crops are used in high volumes to produce ethanol and biodiesel. The U.S. Environmental Protection Agency (“EPA”) establishes biofuel volume requirements for the Renewable Fuels Standard (RFS). In June, 2025 the EPA proposed new volume requirements for 2026 and 2027 that represent increases of approximately 8 percent and 10 percent, respectively, over 2025 requirements. The new requirements, along with other proposed regulatory changes, are intended to strengthen the RFS program and support the growth of domestically produced renewable fuels.

Previous wording

Currency – The value of the U.S. dollar fluctuates in relation to the value of currencies in a number of countries to which the Company exports products and in which the Company maintains local operations. The strengthening of the dollar increases the cost in the local currency of the products exported from the U.S. into these countries and, therefore, could negatively affect the Company’s international sales and margins. In addition, the U.S. dollar value of sales made in any affected foreign currencies will decline as the value of the dollar rises in relation to these other currencies.

Current wording

-19 - the dollar increases the cost in the local currency of the products exported from the U.S. into these countries and, therefore, could negatively affect the Company’s international sales and margins. In addition, the U.S. dollar value of sales made in any affected foreign currencies will decline as the value of the dollar rises in relation to these other currencies.

Previous wording

The forecasted increase in estimated 2025 net farm income is not expected to have a meaningful positive impact on demand for irrigation equipment as the increase results primarily from government support payments while crop receipts are expected to be slightly lower compared to the prior year.

Current wording

The forecasted increase in estimated 2025 net farm income is not expected to have a meaningful positive impact on demand for irrigation equipment as the increase results primarily from government support payments while crop receipts are expected to be slightly lower compared to the prior year. Severe drought conditions are beginning to develop in certain parts of the Midwest which could provide a catalyst for incremental sales of replacement parts in the near term.

Previous wording

The most significant opportunities for growth in irrigation sales over the next several years continue to be in international markets where irrigation use is less developed and demand is driven not only by commodity prices and net farm income, but also by food security, water scarcity and population growth. While international irrigation markets remain active with opportunities for further development and expansion, regional political and economic factors, including armed conflict, currency conditions and other factors can create a challenging environment. Additionally, international results are influenced by large project sales which tend to fluctuate and can be difficult to forecast accurately. In the fourth quarter of fiscal 2024, the Company began shipment under a multi-year supply agreement to provide irrigation systems and remote management and scheduling technology for a large project in the Middle East and North Africa (MENA) region. The project is valued at over $100 million in revenue, with equipment deliveries expected to continue throughout fiscal 2025.

Current wording

The most significant opportunities for growth in irrigation sales over the next several years continue to be in international markets where irrigation use is less developed and demand is driven not only by commodity prices and net farm income, but also by food security, water scarcity and population growth. While international irrigation markets remain active with opportunities for further development and expansion, regional political and economic factors, including armed conflict, currency conditions and other factors can create a challenging environment. Additionally, international results are influenced by large project sales which tend to fluctuate and can be difficult to forecast accurately. In the fourth quarter of fiscal 2024, the Company began shipment under a multi-year supply agreement to provide irrigation systems and remote management and scheduling technology for a large project in the Middle East and North Africa (MENA) region. The project is valued at over $100 million in revenue, with equipment deliveries expected to continue throughout fiscal 2025 and into the first quarter of fiscal 2026.

Previous wording

The backlog of unshipped orders at February 28, 2025 was $127.0 million compared with $94.2 million at February 29, 2024. Included in these backlogs are amounts of $11.9 million and $20.3 million, respectively, for orders that are not expected to be fulfilled within the subsequent 12 months. The increase in backlog is primarily attributed to the large irrigation project in the MENA region. The Company’s backlog can fluctuate from period to period due to the seasonality, cyclicality, timing and execution of contracts. Backlog typically represents long-term projects as well as short lead-time orders, and therefore is generally not a good indication of the next fiscal quarter’s revenues.

Current wording

The backlog of unshipped orders at May 31, 2025 was $117.1 million compared with $205.9 million at May 31, 2024. Included in these backlogs are amounts of $12.3 million and $62.0 million, respectively, for orders that are not expected to be fulfilled within the subsequent 12 months. The decrease in backlog is primarily attributed to the completion of deliveries of the large irrigation project in the MENA region over the Company's past four fiscal quarters. The Company’s backlog can fluctuate from period to period due to the seasonality, cyclicality, timing and execution of contracts. Backlog typically represents long-term projects as well as short lead-time orders, and therefore is generally not a good indication of the next fiscal quarter’s revenues.

Previous wording

Includes $8.5 million and $7.1 million of corporate operating expenses for the three months ended February 28, 2025 and February 29, 2024, respectively.

Current wording

Includes $8.8 million and $5.9 million of corporate operating expenses for the three months ended May 31, 2025 and 2024, respectively.

Previous wording

Operating revenues for the three months ended February 28, 2025 increased 23 percent to $187.1 million from $151.5 million for the three months ended February 29, 2024, as irrigation revenues increased $15.1 million and infrastructure revenues increased $20.4 million compared to the prior year period. The irrigation segment provided 79 percent of the Company’s revenue during the three months ended February 28, 2025 as compared to 88 percent for the three months ended February 29, 2024.

Current wording

Operating revenues for the three months ended May 31, 2025 increased 22 percent to $169.5 million from $139.2 million for the three months ended May 31, 2024, as irrigation revenues increased $28.9 million and infrastructure revenues increased $1.4 million compared to the prior year period. The irrigation segment provided 85 percent of the Company’s revenue during the three months ended May 31, 2025 as compared to 83 percent for the three months ended May 31, 2024.

Previous wording

International irrigation revenues for the three months ended February 28, 2025 of $71.0 million increased $20.8 million, or 42 percent, from $50.2 million for the three months ended February 29, 2024. The increase resulted primarily from revenues related to the large project in the MENA region as well as higher sales in other parts of this region. This increase was partially offset by lower sales in other international markets and the unfavorable impact of foreign currency translation of approximately $4.7 million compared to the prior year period. Unit sales volume in Brazil for the quarter was comparable to the prior year period.

Current wording

International irrigation revenues for the three months ended May 31, 2025 of $74.7 million increased $28.1 million, or 60 percent, from $46.6 million for the three months ended May 31, 2024. The majority of the increase resulted from revenues related to the large project in the MENA region, along with higher sales volumes in Brazil and other parts of South America. These increases were partially offset by the unfavorable effects of foreign currency translation of approximately $2.5 million compared to the prior year period.

Previous wording

Gross profit for the three months ended February 28, 2025 of $62.5 million increased 28 percent from $49.0 million for the three months ended February 29, 2024. The increase in gross profit resulted primarily from higher revenues in irrigation and infrastructure. Gross margin was 33.4 percent of sales for the three months ended February 28, 2025 compared with 32.3 percent of sales for the three months ended February 29, 2024. Increased gross margin in infrastructure resulted primarily from a more favorable margin mix of revenues with higher Road Zipper System sales. This favorable impact was partially offset by lower irrigation gross margin resulting from a higher percentage of international project revenue in the current year period that was dilutive to gross margin.

Current wording

Gross profit for the three months ended May 31, 2025 of $53.6 million increased 15 percent from $46.5 million for the three months ended May 31, 2024. The increase in gross profit resulted primarily from higher international irrigation revenues. Gross margin was 31.6 percent of sales for the three months ended May 31, 2025 compared with 33.4 percent of sales for the three months ended May 31, 2024. The decrease in gross margin was driven primarily by lower irrigation gross margin resulting from a higher percentage of international project revenue in the current year period that was dilutive to gross margin. Infrastructure gross margin declined slightly due to a less favorable margin mix of Road Zipper System revenues compared to the prior year period.

Previous wording

Operating expenses of $30.4 million for the three months ended February 28, 2025 increased $3.5 million, or 13 percent, compared with $26.9 million for the three months ended February 29, 2024. The increase was primarily driven by higher incentive compensation expense, partially offset by lower salary and wage expense.

Current wording

Operating expenses of $29.8 million for the three months ended May 31, 2025 increased $3.3 million, or 12 percent, compared with $26.6 million for the three months ended May 31, 2024. The increase was primarily driven by higher sales commissions and incentive compensation expense, partially offset by lower salary and wage expense compared to the prior year period.

Previous wording

The Company recorded other income of $1.1 million and $0.6 million for the three months ended February 28, 2025 and February 29, 2024, respectively. The change resulted primarily from favorable changes in interest income and expense.

Current wording

The Company recorded other income of $1.9 million and $0.2 million for the three months ended May 31, 2025 and 2024, respectively. The change resulted primarily from favorable changes in interest income and interest expense.

Previous wording

The Company recorded income tax expense of $6.6 million and $4.6 million for the three months ended February 28, 2025 and February 29, 2024, respectively. The effective income tax rate was 20.0 percent and 20.2 percent for the three months ended February 28, 2025 and February 29, 2024, respectively. The current year period effective tax rate reflects a higher proportion of earnings in lower tax rate jurisdictions, while the prior year period effective rate includes a discrete benefit of $1.1 million that did not repeat in the current year period.

Current wording

The Company recorded income tax expense of $6.2 million and an income tax benefit $0.2 million for the three months ended May 31, 2025 and 2024, respectively. The effective income tax rate was 24.2 percent and -1.0 percent for the three months ended May 31, 2025 and 2024, respectively. The current year period effective tax rate reflects a higher proportion of earnings in low tax jurisdictions compared to the prior year period and includes a negligible impact of discrete items, while the prior year period effective rate includes a one-time discrete benefit of $4.8 million that did not repeat in the current year period.

Previous wording

The following section presents an analysis of the Company’s operating results displayed in the condensed consolidated statements of earnings for the six months ended February 28, 2025 and February 29, 2024. It should be read together with the business segments information in Note 14 to the condensed consolidated financial statements:

Current wording

The following section presents an analysis of the Company’s operating results displayed in the condensed consolidated statements of earnings for the nine months ended May 31, 2025 and 2024. It should be read together with the business segments information in Note 14 to the condensed consolidated financial statements:

Previous wording

Includes $16.5 million and $14.9 million of corporate operating expenses for the six months ended February 28, 2025 and February 29, 2024, respectively.

Current wording

Includes $25.3 million and $20.8 million of corporate operating expenses for the nine months ended May 31, 2025 and 2024, respectively.

Previous wording

Operating revenues for the six months ended February 28, 2025 increased 13 percent to $353.3 million from $312.9 million for the six months ended February 29, 2024, as irrigation revenues increased $22.0 million and infrastructure revenues increased $18.4 million. The irrigation segment provided 84 percent of the Company’s revenue during the six months ended February 28, 2025 as compared to 87 percent for the six months ended February 29, 2024.

Current wording

Operating revenues for the nine months ended May 31, 2025 increased 16 percent to $522.8 million from $452.1 million for the nine months ended May 31, 2024, as irrigation revenues increased $50.9 million and infrastructure revenues increased $19.8 million. The irrigation segment provided 84 percent of the Company’s revenue during the nine months ended May 31, 2025 as compared to 86 percent for the nine months ended May 31, 2024.

Previous wording

North America irrigation revenues for the six months ended February 28, 2025 of $154.9 million decreased $17.3 million, or 10 percent, from $172.3 million for the six months ended February 29, 2024. The decrease resulted primarily from lower unit sales volume, as well as a less favorable mix of shorter machines, and slightly lower average selling prices compared to the prior year period.

Current wording

North America irrigation revenues for the nine months ended May 31, 2025 of $223.8 million decreased $16.7 million, or 7 percent, from $240.5 million for the nine months ended May 31, 2024. The decrease resulted primarily from lower unit sales volume, as well as a less favorable mix of shorter machines, and slightly lower average selling prices compared to the prior year period.

Previous wording

International irrigation revenues for the six months ended February 28, 2025 of $140.3 million increased $39.4 million, or 39 percent, from $101.0 million for the six months ended February 29, 2024. The increase resulted primarily from revenues related to shipments for a large project in the MENA region and was partially offset by lower sales volumes in Brazil. In Brazil, market demand has declined due to a significant drop in local commodity prices that has had a negative impact on farmer profitability and liquidity. The current year period was also impacted by the unfavorable effects of foreign currency translation of approximately $6.9 million compared to the prior year period.

Current wording

International irrigation revenues for the nine months ended May 31, 2025 of $215.2 million increased $67.6 million, or 46 percent, from $147.6 million for the nine months ended May 31, 2024. The majority of the increase resulted from revenues related to shipments for a large project in the MENA region, along with higher sales volumes in Brazil and other parts of South America. The current year period was also impacted by the unfavorable effects of foreign currency translation of approximately $9.4 million compared to the prior year period.

Previous wording

Infrastructure segment revenues for the three months ended February 28, 2025 of $38.9 million increased $20.4 million, or 110 percent, from $18.5 million for the three months ended February 29, 2024. The increase was primarily driven by a large Road Zipper System project, valued at over $20 million, that was delivered in the current year period while leasing revenue and sales of road safety products were slightly lower compared to the prior year period.

Current wording

Infrastructure segment revenues for the nine months ended May 31, 2025 of $83.8 million increased $19.8 million, or 31 percent, from $64.1 million for the nine months ended May 31, 2024. The increase was primarily driven by a large Road Zipper System project, valued at over $20 million, that was delivered in the current year period, and slightly higher sales volumes of road safety products. These increases were partially offset by lower leasing revenue in the current year period.

Previous wording

Gross profit for the six months ended February 28, 2025 of $112.5 million increased 14 percent from $98.9 million for the six months ended February 29, 2024. The increase in gross profit resulted from higher revenues in irrigation and infrastructure. Gross margin was 31.8 percent of sales for the six months ended February 28, 2025 compared with 31.6 percent of sales for the six months ended February 29, 2024. Increased gross margin in infrastructure resulted primarily from a more favorable margin mix of revenues with higher Road Zipper System sales. This favorable impact was partially offset by lower irrigation gross margin resulting from a higher percentage of international project revenue in the current year that was dilutive to gross margin.

Current wording

Gross profit for the nine months ended May 31, 2025 of $166.1 million increased 14 percent from $145.4 million for the nine months ended May 31, 2024. The increase in gross profit resulted from higher revenues in irrigation and infrastructure. Gross margin was 31.8 percent of sales for the nine months ended May 31, 2025 compared with 32.2 percent of sales for the nine months ended May 31, 2024. Increased gross margin in infrastructure resulted primarily from a more favorable margin mix of revenues with higher Road Zipper System sales. This favorable impact was partially offset by lower irrigation gross margin resulting primarily from a higher percentage of international project revenue that was dilutive to gross margin compared to the prior year period.

Previous wording

Operating expenses of $59.4 million for the six months ended February 28, 2025 increased $3.8 million compared with $55.7 million for the six months ended February 29, 2024. The increase was driven by higher incentive compensation expense, partially offset by lower salary and wage expense.

Current wording

Operating expenses of $89.3 million for the nine months ended May 31, 2025 increased $7.0 million compared with $82.2 million for the nine months ended May 31, 2024. The increase was driven by higher sales commissions and incentive compensation expense, partially offset by lower salary and wage expense compared to the prior year period.

Previous wording

The Company recorded other income for the six months ended February 28, 2025 of $2.2 million compared to other income of $0.5 million for the six months ended February 29, 2024. The increase in the current year period was driven by favorable changes related to interest income and interest expense. The current year period also includes $0.3 million of foreign currency gains while the same prior year period includes $0.2 million of foreign currency losses.

Current wording

The Company recorded other income of $4.2 million and $0.8 million for the nine months ended May 31, 2025 and 2024, respectively. The increase in the current year period was driven by favorable changes related to interest income and interest expense. The current year period also includes $0.2 million of foreign currency gains while the same prior year period includes $0.3 million of foreign currency losses.

Previous wording

The Company recorded income tax expense of $11.5 million and $10.6 million for the six months ended February 28, 2025 and February 29, 2024, respectively. The effective income tax rate was 20.8 percent and 24.1 percent for the six months ended February 28, 2025 and February 29, 2024, respectively. The lower current year period effective tax rate reflects a higher proportion of earnings in low tax jurisdictions, while the prior year period effective rate includes a discrete benefit of $1.1 million that did not repeat in the current year period.

Current wording

The Company recorded income tax expense of $17.7 million and $10.3 million for the nine months ended May 31, 2025 and 2024, respectively. The effective income tax rate was 21.9 percent and 16.2 percent for the nine months ended May 31, 2025 and 2024, respectively. The current year period effective tax rate reflects a higher proportion of earnings in low tax jurisdictions compared to the prior year period and includes a negligible impact of discrete items, while the prior year period effective rate includes discrete benefits totaling $6.1 million that did not repeat in the current year period.

Previous wording

The Company's cash, cash equivalents, and marketable securities totaled $186.7 million at February 28, 2025 compared with $150.6 million at February 29, 2024 and $190.9 million at August 31, 2024. The Company requires cash for financing its receivables and inventories, paying operating expenses and capital expenditures, and for dividends and share repurchases. The Company meets its liquidity needs and finances its capital expenditures from its available cash and funds provided by operations along with borrowings under its credit arrangements described below. The Company’s investments in marketable securities consist of investment grade corporate bonds and commercial paper. In the normal course of business, the Company enters into contracts and commitments which obligate the Company to make future payments. The Company does not have any additional off-balance sheet arrangements that have or are reasonably likely to have a material current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources. The Company believes its current cash resources, investments in marketable securities, projected operating cash flow, and remaining capacity under its continuing bank lines of credit are sufficient to cover all its expected working capital needs, planned capital expenditures and dividends. The Company may require additional borrowings to fund potential acquisitions in the future.

Current wording

The Company's cash, cash equivalents, and marketable securities totaled $210.8 million at May 31, 2025 compared with $152.7 million at May 31, 2024 and $190.9 million at August 31, 2024. The Company requires cash for financing its receivables and inventories, paying operating expenses and capital expenditures, and for dividends and share repurchases. The Company meets its liquidity needs and finances its capital expenditures from its available cash and funds provided by operations along with borrowings under its credit arrangements described below. The Company’s investments in marketable securities consist of investment grade corporate bonds and commercial paper. In the normal course of business, the Company enters into contracts and commitments which obligate the Company to make future payments. The Company does not have any additional off-balance sheet arrangements that have or are reasonably likely to have a material current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources. The Company believes its current cash resources, investments in marketable securities, projected operating cash flow, and remaining capacity under its continuing bank lines of credit are sufficient to cover all its expected working capital needs, planned capital expenditures and dividends. The Company may require additional borrowings to fund potential acquisitions in the future.

Previous wording

The Company’s total cash and cash equivalents held by foreign subsidiaries were approximately $93.8 million, $57.3 million, and $84.3 million as of February 28, 2025, February 29, 2024, and August 31, 2024, respectively. The Company considers earnings in foreign subsidiaries to be indefinitely reinvested and would need to accrue and pay incremental state, local, and foreign taxes if such earnings were repatriated to the United States. The Company does not intend to repatriate the funds and does not expect these funds to have a significant impact on the Company’s overall liquidity.

Current wording

The Company’s total cash and cash equivalents held by foreign subsidiaries were approximately $108.5 million, $62.9 million, and $84.3 million as of May 31, 2025, May 31, 2024, and August 31, 2024, respectively. The Company does not consider earnings in foreign subsidiaries to be permanently reinvested and accrues and pay incremental applicable taxes on earnings expected to be repatriated. The Company does not expect the repatriation of these funds, and any applicable taxes, to have a significant impact on the Company’s overall liquidity.

Previous wording

Net working capital was $381.8 million at February 28, 2025, as compared with $371.4 million at February 29, 2024 and $367.4 million at August 31, 2024. Cash provided by operating activities totaled $33.9 million during the six months ended February 28, 2025, compared to cash provided by operating activities of $12.1 million during the six months ended February 29, 2024. The current year period included higher net earnings and a more favorable impact of changes in working capital compared to the prior year period.

Current wording

Net working capital was $397.0 million at May 31, 2025, as compared with $365.0 million at May 31, 2024 and $367.4 million at August 31, 2024. Cash provided by operating activities totaled $68.9 million during the nine months ended May 31, 2025, compared to cash provided by operating activities of $42.7 million during the nine months ended May 31, 2024. The current year period included higher net earnings and a more favorable impact of changes in working capital compared to the prior year period.

Previous wording

Cash flows used in investing activities totaled $39.2 million during the six months ended February 28, 2025 compared to $30.8 million during the six months ended February 29, 2024. The current year includes the purchase of a minority interest in Pessl Instruments for $5.8 million. Purchases of property, plant, and equipment were $18.9 million, compared to $18.8 million in the same prior year period.

Current wording

Cash flows used in investing activities totaled $48.4 million during the nine months ended May 31, 2025 compared to $32.4 million during the nine months ended May 31, 2024. The current year includes the purchase of a minority interest in Pessl Instruments for $5.8 million, while the prior year includes proceeds from maturities of marketable securities of $8.3 million. Purchases of property, plant, and equipment were $28.3 million, compared to $23.5 million in the same prior year period.

Previous wording

Cash flows used in financing activities totaled $9.8 million during the six months ended February 28, 2025 compared to cash flows used in financing activities of $8.6 million during the six months ended February 29, 2024. During the current year, the Company repurchased $1.4 million of common stock.

Current wording

Cash flows used in financing activities totaled $14.4 million during the nine months ended May 31, 2025 compared to cash flows used in financing activities of $30.2 million during the nine months ended May 31, 2024. During the current year period, the Company repurchased $2.7 million of common stock compared to $17.9 million in the prior year period.

Previous wording

In the second quarter of fiscal 2025, the Company paid a quarterly cash dividend to stockholders of $0.36 per common share, or $3.9 million, compared to a quarterly cash dividend of $0.35 per common share, or $3.9 million, in the second quarter of fiscal 2024.

Current wording

In the third quarter of fiscal 2025, the Company paid a quarterly cash dividend to stockholders of $0.36 per common share, or $3.9 million, compared to a quarterly cash dividend of $0.35 per common share, or $3.8 million, in the third quarter of fiscal 2024.

Previous wording

The Company’s Board of Directors authorized a share repurchase program of up to $250.0 million of common stock with no expiration date. Under the program, shares may be repurchased in privately negotiated and/or open market transactions as well as under formalized trading plans in accordance with the guidelines specified under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.

Current wording

The Company’s Board of Directors authorized a share repurchase program of up to $250.0 million of common stock with no expiration date. Under the program, shares may be repurchased in privately negotiated and/or open market transactions as well as under formalized trading plans in accordance with the guidelines specified under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. All purchases under the program are open market transactions.

Previous wording

During the three and six months ended February 28, 2025, the Company repurchased approximately 12,000 shares of its common stock under the program in open market transactions for $1.4 million, inclusive of excise taxes. There were no shares repurchased during the three or six months ended February 29, 2024. As of February 28, 2025, the repurchased shares were held as treasury stock and $40.0 million of the authorization remained available for future share repurchases.

Current wording

During the three and nine months ended May 31, 2025, the Company repurchased approximately 11 thousand and 23 thousand shares, respectively, of its common stock under the program for $1.2 million and $2.7 million, respectively, inclusive of excise taxes. During both the three and nine months ended May 31, 2024, the Company repurchased approximately 154 thousand shares of its common stock under the program for $17.9 million. As of May 31, 2025, the repurchased shares were held as treasury stock and $38.8 million of the authorization remained available for future share repurchases.

Previous wording

Revolving Credit Facility. The Company has outstanding a $50.0 million unsecured Amended and Restated Revolving Credit Facility (the “Revolving Credit Facility”) with Wells Fargo Bank, National Association (“Wells Fargo”) expiring August 26, 2026. The Company intends to use borrowings under the Revolving Credit Facility for working capital purposes and to fund acquisitions. At February 28, 2025 and February 29, 2024, the Company had no outstanding borrowings under the Revolving Credit Facility. The amount of borrowings available at any time under the Revolving Credit Facility is reduced by the amount of standby letters of credit issued by Wells Fargo then outstanding. At February 28, 2025, the Company had the ability to borrow up to $50.0 million under the Revolving Credit Facility. The Revolving Credit Facility may be increased by up to an additional $50.0 million at any time, subject to additional commitment approval. Borrowings under the Revolving Credit Facility bear interest at a variable rate equal to the Secured Overnight Financing Rate ("SOFR") plus a margin of between 100 and 210 basis points depending on the Company’s leverage ratio then in effect (which resulted in a variable rate of 5.74 percent at February 28, 2025), subject to adjustment as set forth in the loan documents for the Revolving Credit Facility. Interest is paid on a monthly to quarterly basis depending on loan type. The Company currently pays an annual commitment fee on the unused portion of the Revolving Credit Facility. The fee is between 0.125 percent and 0.2 percent on the unused balance depending on the Company’s leverage ratio then in effect (which resulted in a fee of 0.125 percent at February 28, 2025).

Current wording

Revolving Credit Facility. The Company has outstanding a $50.0 million unsecured Amended and Restated Revolving Credit Facility (the “Revolving Credit Facility”) with Wells Fargo Bank, National Association (“Wells Fargo”) expiring August 26, 2026. The Company intends to use borrowings under the Revolving Credit Facility for working capital purposes and to fund acquisitions. At May 31, 2025 and 2024, the Company had no outstanding borrowings under the Revolving Credit Facility. The amount of borrowings available at any time under the Revolving Credit Facility is reduced by the amount of standby letters of credit issued by Wells Fargo then outstanding. At May 31, 2025, the Company had the ability to borrow up to $50.0 million under the Revolving Credit Facility. The Revolving Credit Facility may be increased by up to an additional $50.0 million at any time, subject to additional commitment approval. Borrowings under the Revolving Credit Facility bear interest at a variable rate equal to the Secured Overnight Financing Rate ("SOFR") plus a margin of between 100 and 210 basis points depending on the Company’s leverage ratio then in effect (which resulted in a variable rate of 5.70 percent at May 31, 2025), subject to adjustment as set forth in the loan documents for the Revolving Credit Facility. Interest is paid on a monthly to quarterly basis depending on loan type. The Company currently pays an annual commitment fee on the unused portion of the Revolving Credit Facility. The fee is between 0.125 percent and 0.2 percent on the unused balance depending on the Company’s leverage ratio then in effect (which resulted in a fee of 0.125 percent at May 31, 2025).