Concerning Forward­Looking Statements

This Quarterly Report on Form 10-Q contains not only historical information, but also forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements that are not historical are forward-looking and reflect information concerning possible or assumed future results of operations and planned financing of the Company. In addition, forward-looking statements may be made orally or in press releases, conferences, reports, on the Company's web site, or otherwise, in the future by or on behalf of the Company. When used by or on behalf of the Company, the words "expect," "anticipate," "estimate," "believe," "intend," "will," "plan," "predict," "project," "outlook," "could," "may," "should" or similar expressions generally identify forward-looking statements. The entire section entitled "Executive Overview and Outlook" should be considered forward-looking statements. 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.

Forward-looking statements involve a number of risks and uncertainties, including but not limited to those discussed in the "Risk Factors" section in the Company's Annual Report on Form 10-K for the fiscal year ended August 31, 2019 and the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended February 29, 2020. Readers should not place undue reliance on any forward-looking statement and should recognize that the statements are predictions of future results or conditions, which may not occur as anticipated. Actual results or conditions could differ materially from those anticipated in the forward-looking statements and from historical results, due to the risks and uncertainties described herein and in the Company's other public filings with the Securities and Exchange Commission, including the Company's Annual Report on Form 10-K for the Company's fiscal year ended August 31, 2019 and the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended February 29, 2020, as well as other risks and uncertainties not now anticipated. The risks and uncertainties described herein and in the Company's other public filings are not exclusive and further information concerning the Company and its businesses, including factors that potentially could materially affect the Company's financial results, may emerge from time to time. Except as required by law, the Company assumes no obligation to update forward-looking statements to reflect actual results or changes in factors or assumptions affecting such forward-looking statements.





COVID-19 Impact


In March 2020, the World Health Organization declared coronavirus (COVID-19) a global pandemic. This outbreak, which has continued to spread worldwide, has adversely affected workforces, customers, economies, and financial markets globally, leading to economic uncertainty. Shelter-in-place or stay-at-home orders have been implemented from time to time in many of the jurisdictions in which the Company operates. However, because the Company supports critical industries, the Company's facilities worldwide have generally been considered "business essential" and have remained open throughout the outbreak with limited exceptions. Accordingly, COVID-19 has had a limited impact on the Company's manufacturing operations to date. For the three months ended May 31, 2020, the Company experienced shipment and project delays related to COVID-19 that impacted revenue by approximately $14.0 million. While the Company has implemented new procedures to protect the health and well-being of employees, these costs have not been material.

The ultimate impact of COVID-19 on the Company's business, results of operations, or cash flows remains uncertain and depends on numerous evolving factors that the Company may not be able to accurately predict or effectively respond to, including, without limitation: the duration and scope of the outbreak; actions taken by governments, businesses, and individuals in response to the outbreak; the effect on economic activity and actions taken in response; the effect on customers and their demand for the Company's products and services; and the Company's ability to manufacture, sell, and service its products, including without limitation as a result of supply chain challenges, facility closures, social distancing, restrictions on travel, fear or anxiety by the populace, and shelter-in-place orders. As such, the financial impact of COVID-19 on the Company's business, results of operations, or cash flows cannot be reasonably estimated at this time.

Accounting Policies

In preparing the Company's condensed consolidated financial statements in conformity with U.S. GAAP, management must make a variety of decisions which impact the reported amounts and the related disclosures. These decisions include the selection of the appropriate accounting principles to be applied and the assumptions on which to base accounting estimates. In making these decisions, management applies its judgment based on its understanding and analysis of the relevant circumstances and the Company's historical experience.

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



                                     - 20 -

--------------------------------------------------------------------------------

Table of Contents

Report on Form 10-K for the Company's fiscal year ended August 31, 2019. Management periodically re-evaluates and adjusts its critical accounting policies as circumstances change. There were no changes in the Company's critical accounting policies during the nine months ended May 31, 2020.

Recent Accounting Guidance

See Note 1 - Basis of Presentation and the disclosure therein of recent accounting guidance (adopted and not yet adopted) to the condensed consolidated financial statements set forth in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Executive Overview and Outlook

Operating revenues for the three months ended May 31, 2020 were $123.1 million, an increase of 2 percent compared to $121.1 million for the three months ended May 31, 2019. Irrigation segment revenues decreased 5 percent to $93.5 million and infrastructure segment revenues increased 32 percent to $29.6 million. Net earnings for the three months ended May 31, 2020 were $10.1 million, or $0.93 per diluted share, compared to net earnings of $2.9 million, or $0.27 per diluted share, for the three months ended May 31, 2019.

Net earnings for the three months ended May 31, 2019 were reduced by after-tax costs of $2.6 million, or $0.23 per diluted share, related to the Company's "Foundation for Growth" initiative. These costs primarily consisted of professional consulting fees and severance costs and were not incurred during the fiscal quarter ended May 31, 2020.

The Company's irrigation revenues are highly dependent upon the need for irrigated agricultural crop production, which, in turn, depends upon many factors, including the following primary drivers:



   •  Agricultural commodity prices - As of May 2020, corn prices have decreased
      19 percent and soybean prices have increased approximately 3 percent from
      May 2019 and remain substantially lower than the peak levels in 2013. During
      the three months ended May 31, 2020, agricultural commodity prices declined
      significantly because of impacts caused by the global coronavirus
      pandemic. The pandemic has resulted in the shutdown of economies globally, a
      significant increase in unemployment, the disruption of food supply systems
      and consumption patterns, and the reduction in gasoline consumption and
      demand for ethanol. Under the U.S.-China Phase 1 trade deal signed January
      15, 2020, China has pledged to increase purchases of U.S. agricultural
      products by $32 billion over two years, to an average annual total of $40
      billion compared to the 2017 baseline of $24 billion. An increase in
      purchases by China should be supportive of higher agricultural commodity
      prices, however it is uncertain that China will actually increase purchases
      to this level.


   •  Net farm income - As of February 2020, the U.S. Department of Agriculture
      (the "USDA") estimated U.S. 2020 net farm income to be $96.7 billion, an
      increase of 3 percent from the USDA's estimated U.S. 2019 net farm income of
      $93.6 billion. The modest increase is a result of projected increases in
      cash receipts for both crops and livestock, which are partially offset by a
      projected decrease in payments from the Market Facilitation Program that had
      to be implemented in response to the U.S. trade dispute with China. In April
      2020 the USDA announced the Coronavirus Food Assistance Program ("CFAP"),
      which includes $16 billion in assistance for several agricultural sectors
      and is designed to address price declines caused by the demand disruption in
      the food service industry. The impact on net farm income from lower
      commodity prices caused by the coronavirus pandemic and from government
      assistance provided under CFAP have not yet been factored into the USDA's
      2020 estimate.


   •  Weather conditions - Demand for irrigation equipment is often positively
      affected by storm damage and prolonged periods of drought conditions as
      producers look for ways to reduce the risk of low crop production and crop
      failures. Conversely, demand for irrigation equipment can be negatively
      affected during periods of more predictable or excessive natural
      precipitation.


   •  Governmental policies - A number of governmental laws and regulations can
      affect the Company's business, including:


         •  The Agriculture Improvement Act of 2018 (the "Farm Bill") was signed
            into law in December 2018. The 2018 Farm Bill continues many of the
            programs that were in the Agricultural Act of 2014, which expired in
            September 2018. Such programs are designed to provide a degree of
            certainty to growers, including funding for the Environmental Quality
            Incentives Program, which provides financial assistance to farmers to
            implement conservation practices, and is frequently used to assist in
            the purchase of center pivot irrigation systems.


         •  The U.S. Tax Cuts and Jobs Act ("U.S. Tax Reform") enacted in December
            2017 increased the benefit of certain tax incentives, such as the
            Section 179 income tax deduction and Section 168 bonus depreciation,


                                     - 21 -

--------------------------------------------------------------------------------


  Table of Contents



            which are intended to encourage equipment purchases by allowing the
            entire cost of equipment to be treated as an expense in the year of
            purchase rather than amortized over its useful life.


         •  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.  On December 19, 2019, the U.S.
            Environmental Protection Agency finalized Renewable Fuels Standard
            (RFS) volume requirements for 2020 that slightly increased volumes of
            conventional biofuels as well as volumes for advanced and cellulosic
            biofuels. Demand for biofuels has been negatively impacted in 2020 by
            reduced driving and fuel consumption caused by the coronavirus
            pandemic.


         •  Many international markets are affected by government policies such as
            subsidies and other agriculturally related incentives. While these
            policies can have a significant effect on individual markets, they
            typically do not have a material effect on the consolidated results of
            the Company.


   •  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.

International irrigation markets remain active with opportunities for further development and expansion, however regional political and economic factors, currency conditions and other factors can create a challenging environment. Additionally, international results are heavily dependent upon project sales which tend to fluctuate and can be difficult to forecast accurately.

The infrastructure business is dependent to some extent on government spending for road construction. In December 2015, the U.S. government enacted a five-year, $305 billion highway-funding bill (the "FAST Act") to fund highway and bridge projects. The FAST Act is scheduled to expire in September 2020 unless it is reauthorized by Congress. In addition, the Federal Highway Administration has changed highway safety product certification requirements. The change has required additional research and development spending and could have an impact on the competitive positioning of the Company's highway safety products. In spite of government spending uncertainty, opportunities exist for market expansion in each of the infrastructure product lines. Demand for the Company's transportation safety products continues to be driven by population growth and the need for improved road safety.

The backlog of unshipped orders at May 31, 2020 was $78.6 million compared with $52.5 million at May 31, 2019. Included in these backlogs are amounts of $4.5 million and $10.0 million, respectively, for orders that are not expected to be fulfilled within the subsequent twelve months. 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.

The global drivers for the Company's markets of population growth, expanded food production, efficient water use and infrastructure expansion support the Company's long-term growth goals. The most significant opportunities for growth over the next several years are in international markets, where irrigation use is less developed and demand is driven primarily by food security, water scarcity and population growth.



                                     - 22 -

--------------------------------------------------------------------------------


  Table of Contents



Results of Operations


For the Three Months ended May 31, 2020 compared to the Three Months ended May 31, 2019

The following section presents an analysis of the Company's operating results displayed in the condensed consolidated statements of operations for the three months ended May 31, 2020 and 2019. It should be read together with the industry segment information in Note 16 to the condensed consolidated financial statements:

© Edgar Online, source Glimpses