<PAGE> 1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
- -----
SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED
DECEMBER 31, 1995.
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
- -----
SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM
________________ TO ________________.
Commission File No. 0-13375
LSI Industries Inc.
State of Incorporation - Ohio IRS Employer I.D. No. 31-0888951
10000 Alliance Road
Cincinnati, Ohio 45242
(513) 793-3200
Indicate by checkmark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months, and (2) has been subject to such filing requirements
for the past 90 days.
YES X NO
----- -----
Common Shares, no par value. Shares Outstanding at January 15, 1996: 7,623,782.
Page 1 of 23
<PAGE> 2
LSI INDUSTRIES INC.
FORM 10-Q
FOR THE QUARTER ENDED DECEMBER 31, 1995
INDEX
<TABLE>
<CAPTION>
Begins on
Page
----
<S> <C>
PART I. Financial Information
ITEM 1. Financial Statements
Consolidated Income Statements............................ 3
Consolidated Balance Sheets............................... 4
Consolidated Statements of Cash Flows..................... 5
Notes to Financial Statements............................. 6
ITEM 2. Management's Discussion and Analysis
of Financial Condition and Results
of Operations........................................... 7
PART II. Other Information
ITEM 4. Submission of Matters to a Vote of Securityholders........ 11
ITEM 6. Exhibits and Reports on Form 8-K.......................... 12
Signatures .......................................................... 13
</TABLE>
Page 2 of 23
<PAGE> 3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
LSI INDUSTRIES INC.
CONSOLIDATED INCOME STATEMENTS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
December 31 December 31
----------------------- ----------------------
(In thousands, except per 1995 1994 1995 1994
---- ---- ---- ----
share amounts)
<S> <C> <C> <C> <C>
Net sales $ 45,561 $ 32,364 $ 81,443 $ 61,684
Cost of products sold 31,737 21,190 55,677 40,652
-------- -------- -------- --------
Gross profit 13,824 11,174 25,766 21,032
Selling and administrative expenses 9,315 7,688 17,627 14,593
-------- -------- -------- --------
Operating income 4,509 3,486 8,139 6,439
Interest expense 207 115 350 179
Other expenses 11 10 16 19
-------- -------- -------- --------
Income from continuing opera-
tions before income taxes 4,291 3,361 7,773 6,241
Income tax expense 1,598 1,202 2,886 2,233
-------- -------- -------- --------
Income from continuing
operations 2,693 2,159 4,887 4,008
Discontinued operations (Note 6) (1,500) -- (1,500) --
-------- -------- -------- --------
Net income $ 1,193 $ 2,159 $ 3,387 $ 4,008
======== ======== ======== ========
Net income (loss) per common share
Continuing operations $ .34 $ .28 $ .61 $ .52
Discontinued operations (.19) -- (.19) --
-------- -------- -------- --------
Total net income per share $ .15 $ .28 $ .42 $ .52
======== ======== ======== ========
Average shares outstanding 8,006 7,770 7,980 7,760
======== ======== ======== ========
</TABLE>
The accompanying Notes to Financial Statements are an integral part of these
financial statements.
Page 3 of 23
<PAGE> 4
LSI INDUSTRIES INC.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
(In thousands) December 31, June 30,
1995 1995
----------- ---------------------
(Unaudited) (Derived from Audited
ASSETS financial statements)
<S> <C> <C>
Current Assets
Cash $ 1,917 $ 2,124
Accounts receivable 29,530 19,273
Inventories 20,862 18,584
Other current assets 1,405 1,835
------- -------
Total current assets 53,714 41,816
Property, plant and equipment, net 20,251 19,398
Goodwill 1,319 1,339
------- -------
$75,284 $62,553
======= =======
LIABILITIES & SHAREHOLDERS' EQUITY
Current Liabilities
Notes payable to bank $ 6,809 $ --
Current maturities of long-term debt 844 842
Accounts payable 17,111 10,641
Accrued expenses 10,161 12,545
------- -------
Total current liabilities 34,925 24,028
Long-Term Debt 6,863 7,257
Other Long-Term Liabilities 1,485 1,815
Shareholders' Equity
Preferred shares, without par value; -- --
Authorized 1,000,000 shares; none issued
Common shares, without par value; 8,075 7,915
Authorized 30,000,000 shares;
Outstanding 7,623,782 and 7,554,229
shares, respectively
Retained earnings 23,936 21,538
------- -------
Total shareholders' equity 32,011 29,453
------- -------
$75,284 $62,553
======= =======
</TABLE>
The accompanying Notes to Financial Statements are an integral part of these
financial statements.
Page 4 of 23
<PAGE> 5
LSI INDUSTRIES INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
(In thousands) Six Months Ended
December 31
----------------------
1995 1994
---- ----
<S> <C> <C>
Cash Flows From Operating Activities
Net income from continuing operations $ 4,887 $ 4,008
Non-cash items included in income
Depreciation and amortization 1,154 938
Deferred income taxes 50 60
(Gain) on disposition of fixed assets (4) --
Changes in operating assets and liabilities
Accounts receivable (10,257) (3,557)
Inventories (2,278) (3,500)
Accounts payable and other 3,898 (210)
Loss from discontinued operations (1,500)
Change in liability for discontinued operations 238 (30)
-------- -------
Net cash flows from operating activities (3,812) (2,291)
-------- -------
Cash Flows from Investing Activities
Purchase of property, plant and equipment (1,987) (1,647)
Proceeds from sale of fixed assets 4 --
-------- -------
Net cash flows from investing activities (1,983) (1,647)
-------- -------
Cash Flows from Financing Activities
Increase in lines of credit 6,809 303
Payment of long-term debt (392) (58)
Increase in long-term debt -- 3,700
Cash dividends paid (989) (676)
Exercise of stock options 160 161
-------- -------
Net cash flows from financing activities 5,588 3,430
-------- -------
Increase (decrease) in cash (207) (508)
Cash at beginning of year 2,124 1,614
-------- -------
Cash at end of period $ 1,917 $ 1,106
======== =======
Supplemental Cash Flow Information
Interest paid $ 189 $ 579
Income taxes paid $ 4,162 $ 2,752
</TABLE>
The accompanying Notes to Financial Statements are an integral part of these
financial statements.
Page 5 of 23
<PAGE> 6
LSI INDUSTRIES INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 1: INTERIM FINANCIAL STATEMENTS
The interim financial statements are unaudited and are prepared in
accordance with rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted pursuant
to such rules and regulations. In the opinion of Management, the
interim financial statements include all normal adjustments and
disclosures necessary to present fairly the Company's financial
position as of December 31, 1995, and the results of its operations and
its cash flows for the periods ended December 31, 1995 and 1994. These
statements should be read in conjunction with the financial statements
and footnotes included in the fiscal 1995 annual report.
NOTE 2: NET INCOME PER COMMON SHARE
The computation of net income per common share is based on the weighted
average common shares outstanding for the period, including common
share equivalents. Common share equivalents consist of dilutive stock
options of which there were 384,000 and 257,000 shares, respectively,
for the three month periods ended December 31, 1995 and 1994, and
378,000 and 264,000 shares, respectively, for the six month periods
ended December 31, 1995 and 1994.
NOTE 3: INVENTORIES
Inventories consist of the following (in thousands):
<TABLE>
<CAPTION>
December 31, 1995 June 30, 1995
----------------- -------------
(unaudited) (derived from audited
financial statements)
<S> <C> <C>
Raw Materials $12,106 $ 9,821
Work-in-Process and
Finished Goods 8,756 8,763
------- -------
$20,862 $18,584
======= =======
</TABLE>
NOTE 4: CASH DIVIDENDS
The Company paid cash dividends of $676,000 and $989,000 in the six
month periods ended December 31, 1994 and 1995, respectively. In
January 1996, the Company's Board of Directors declared a $.04 per
share regular quarterly cash dividend ($305,000) payable on February 9,
1996 to shareholders of record February 2, 1996.
Page 6 of 23
<PAGE> 7
NOTE 5: SALES TO MAJOR CUSTOMERS
The Company made sales in both the Lighting and Graphics segments to a
major customer, Chevron U.S.A., representing 11% and 15%, respectively,
of consolidated net sales in the three month periods ended December 31,
1995 and 1994, respectively, and 11% and 15%, respectively, for the six
month periods ended December 31, 1995 and 1994.
NOTE 6: INCOME TAXES
The Company discontinued its European operations in 1992 and reported a
$4.3 million loss, net of a $3.2 million income tax benefit. The
Internal Revenue Service (IRS) has completed its audit of the Company's
1989 through 1992 federal income tax returns. The IRS questioned the
tax treatment of the loss associated with the discontinued operations,
specifically as to whether it should receive ordinary loss or capital
loss treatment. In October 1994, the IRS proposed audit adjustments
which would have resulted in a return of approximately $2 million of
income taxes (plus interest) which had been refunded to the Company
with the filing of its 1992 income tax return.
The Company's settlement discussions with the IRS Appeals Division
relating to the proposed audit assessment were concluded in December
1995. An agreement was reached that will re-characterize a portion of
the 1992 loss associated with discontinued European operations as a
long term capital loss. The agreement will result in payment of
approximately $1.7 million (composed of taxes and interest), and in a
charge to discontinued operations of $1.5 million to increase the
Company's reserve for remaining liabilities associated with the
discontinued operations. During the quarter ending December 31, 1995,
the Company exhausted all alternatives to mitigate this issue and has
recorded the $1.5 million additional reserve for discontinued
operations in the second quarter of fiscal 1996.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
NET SALES BY BUSINESS SEGMENT
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
(In thousands; unaudited) December 31 December 31
--------------------- ---------------------
1995 1994 1995 1994
---- ---- ---- ----
<S> <C> <C> <C> <C>
Lighting $30,210 $19,859 $52,741 $36,106
Graphics 15,351 12,505 28,702 25,578
------- ------- ------- -------
$45,561 $32,364 $81,443 $61,684
======= ======= ======= =======
</TABLE>
Page 7 of 23
<PAGE> 8
THREE MONTHS ENDED DECEMBER 31, 1995 COMPARED WITH THREE MONTHS ENDED DECEMBER
31, 1994
Net sales of $45.6 million increased 40.8% over second quarter net
sales last year of $32.4 million. Lighting segment sales increased 52.1% and
Graphics segment sales increased 22.8%, as a result of strong sales increases in
both the petroleum/convenience store market and the multi-site retail market.
One customer, Chevron U.S.A., accounted for 11.1% of net sales in the second
quarter of fiscal 1996 and 15.1% of net sales in the corresponding period of
fiscal 1995. The Company believes that it continues to maintain a good business
relationship with this major customer; however, the level of total sales is
never assured in the future. The increase in net sales in the three months ended
December 31, 1995 was primarily the result of increased volume. While sales
prices were increased, inflation did not have a significant impact on sales in
the second quarter of fiscal 1996 as competitive pricing pressures held price
increases to a minimum.
Gross profit of $13.8 million, or 30.3% of net sales, increased over
last year's second quarter gross profit of $11.2 million or 34.5% of net sales.
The increase in amount of gross profit is attributed primarily to the 40.8%
increase in net sales. A sales mix shift in the Company's Graphics segment to
somewhat lower gross margin programs in the second quarter, lower utilization of
manufacturing capacity in the Graphics segment, and an increase in lighting
sales to the petroleum/convenience store market provided influences that reduced
the gross profit percentage. Increased capacity utilization and improved direct
labor efficiencies in the Lighting segment favorably impacted gross profit.
Selling and administrative expenses increased to $9.3 million primarily as a
result of increased sales volume, and were reduced to 20.4% of net sales in the
second quarter of fiscal 1996 from 23.8% of net sales in the comparable period
last year.
Interest expense increased from $115,000 to $207,000, primarily as a
result of increased average borrowings on the Company's revolving lines of
credit and term loan facilities in addition to increased effective borrowing
rates. The Company's effective tax rate increased to 37.2% as a result of the
increased provision for state income taxes.
Income from continuing operations of $2.7 million or $.34 per share
increased 24.7% from last year's second quarter income from continuing
operations of $2.2 million or $.28 per share as a result of increased sales and
gross profit, partially offset by increased selling and administrative expenses
and an increased provision for taxes.
As discussed in Note 6 to the financial statements and as previously
discussed in the Company's prior reports on Form 10-Q, the Company had been
involved in a dispute with the Internal Revenue Service (IRS) in which the IRS
proposed audit adjustments which could have resulted in a payment of income
taxes by the Company of approximately $2.0 million, plus interest. The proposed
adjustments related to the Company's 1992 discontinued operations and were
associated with income tax which had been refunded to the Company with the
filing of its 1992 income tax return. During the second quarter of fiscal 1996,
the Company exhausted all alternatives to mitigate this issue and reached a
settlement agreement in December 1995 which re-characterized a portion of the
1992 loss associated with discontinued European operations as a long term
capital loss. The agreement will result in payment of approximately
Page 8 of 23
<PAGE> 9
$1.7 million (composed of interest and taxes), of which approximately $1.2
million was paid late in the second quarter of fiscal 1996. The Company recorded
a charge to discontinued operations of $1.5 million, or $.19 per share, in the
second quarter of fiscal 1996 to increase the reserve for remaining liabilities
associated with the discontinued operations. The Company anticipates no further
charges associated with the discontinued European operations.
Net income of $1.2 million, or $.15 per share, in the second quarter of
fiscal 1996 compares to net income of $2.2 million, or $.28 per share, in last
year's second quarter. The change results from increased income from continuing
operations and the reduction associated with the discontinued operations.
SIX MONTHS ENDED DECEMBER 31, 1995 COMPARED WITH SIX MONTHS ENDED DECEMBER 31,
1994
Net sales of $81.4 million increased 32.0% over first half net sales
last year of $61.7 million. Lighting segment sales increased 46.1% and Graphics
segment sales increased 12.2%, as a result of strong sales increases in both the
petroleum/convenience store market and the multi-site retail market. One
customer, Chevron U.S.A., accounted for 10.9% of net sales in the first half of
fiscal 1996 and 14.9% of net sales in the corresponding period of 1995. The
Company believes that it continues to maintain a good business relationship with
this major customer; however, the level of total sales is never assured in the
future. The increase in net sales in the six months ended December 31, 1995 was
primarily the result of increased volume. While sales prices were increased,
inflation did not have a significant impact on sales in the first half of fiscal
1996 as competitive pricing pressures held price increases to a minimum.
Gross profit of $25.8 million, or 31.6% of net sales, increased over
last year's first half gross profit of $21.0 million or 34.1% of net sales. The
increase in amount of gross profit is attributed primarily to the 32.0% increase
in net sales. A sales mix shift in the Company's Graphics segment to somewhat
lower gross margin programs, lower utilization of manufacturing capacity in the
Graphics segment, and an increase in lighting sales to the petroleum/convenience
store market provided influences that reduced the gross profit percentage.
Increased capacity utilization and improved direct labor efficiencies in the
Lighting segment favorably impacted gross profit. Selling and administrative
expenses increased to $17.6 million primarily as a result of increased sales
volume, and were reduced to 21.6% of net sales in the first half of fiscal 1996
from 23.7% of net sales in the comparable period last year.
Interest expense increased from $179,000 to $350,000, primarily as a
result of increased average borrowings on the Company's revolving lines of
credit and term loan facilities in addition to increased effective borrowing
rates. The Company's effective tax rate increased to 37.1% as a result of the
increased provision for state income taxes.
Income from continuing operations of $4.9 million or $.61 per share
increased 21.9% from last year's first half income from continuing operations of
$4.0 million or $.52 per share as a result of increased sales and gross profit,
partially offset by increased selling and administrative expenses and an
increased provision for taxes.
Page 9 of 23
<PAGE> 10
As discussed in Note 6 to the financial statements and as previously
discussed in the Company's prior reports on Form 10-Q, the Company had been
involved in a dispute with the Internal Revenue Service (IRS) in which the IRS
proposed audit adjustments which could have resulted in a payment of income
taxes by the Company of approximately $2.0 million, plus interest. The proposed
adjustments related to the Company's 1992 discontinued operations and were
associated with income tax which had been refunded to the Company with the
filing of its 1992 income tax return. During the second quarter of fiscal 1996,
the Company exhausted all alternatives to mitigate this issue and reached a
settlement agreement in December 1995 which re-characterized a portion of the
1992 loss associated with discontinued European operations as a long term
capital loss. The agreement will result in payment of approximately $1.7 million
(composed of interest and taxes), of which approximately $1.2 million was paid
late in the second quarter of fiscal 1996. The Company recorded a charge to
discontinued operations of $1.5 million, or $.19 per share, in the second
quarter of fiscal 1996 to increase the reserve for remaining liabilities
associated with the discontinued operations. The Company anticipates no further
charges associated with the discontinued European operations.
Net income of $3.4 million, or $.42 per share, in the first half of
fiscal 1996 compares to net income of $4.0 million, or $.52 per share, in last
year's first half. The change resulted from increased income from continuing
operations and the reduction associated with the discontinued operations.
LIQUIDITY AND CAPITAL RESOURCES
At December 31, 1995 the Company had working capital of $18.8 million,
compared to $17.8 million at June 30, 1995. The ratio of current assets to
current liabilities decreased to 1.54 to 1 from 1.74 to 1 at June 30, 1995. The
increased working capital is primarily attributed to increases in accounts
receivable and inventories, and to a reduction in accrued expenses, partially
offset by increases in notes payable to banks, to increases in accounts payable
(related to increased sales and production levels), and to decreased cash and
other current assets.
The Company used $3.8 million of cash for operating activities in the
first half of fiscal 1996 as compared to a use of $2.3 million in the first half
of fiscal 1995. The Company used more cash in the first half of fiscal 1996
primarily because of the payment of approximately $1.2 million associated with
the settlement of the IRS audit related to the discontinued European operations.
In fiscal 1996, the increased level of business resulted in significant
increases in accounts receivable, inventories, as well as increases in notes
payable from banks and accounts payable which supported the increased working
capital need. As of December 31, 1995, the Company has experienced an increase
in days sales outstanding to approximately 56 days, as compared to 53 days at
June 30, 1995, along with the overall increase in amounts due from customers
related to the increased level of sales, especially late in the quarter.
The combined effect during the first half of fiscal 1996 of inventories
increasing by $2.3 million with continued increased sales and production
requirements, receivables increasing by $10.3 million, capital spending of $2.0
million, and cash dividend payments of $1.0 million resulted in a slight
reduction in cash and in a $6.8 million increase in short term borrowings on
Page 10 of 23
<PAGE> 11
the Company's revolving lines of credit. The debt to equity ratio of .45 to 1 at
December 31,1995 increased from .28 to 1 as of June 30, 1995. The Company's
primary source of liquidity continues to be its lines of credit, which carried
$7.1 million of available borrowing capacity as of January 12, 1996.
Capital expenditures of $2.0 million in the first half of fiscal 1996
compare to $1.6 million in the comparable period last year. Spending in fiscal
year 1996 is primarily related to manufacturing equipment and process
improvements and is expected to total approximately $4.4 million for the full
year, with funding principally out of cash flows from operations as well as from
the Company's lines of credit. In January 1996, the Board of Directors declared
a regular quarterly cash dividend of $.04 per share to be paid February 9, 1996
to shareholders of record February 2, 1996.
The Company's third quarter ending March 31st typically produces the
lowest revenue of the year due to annual budgetary cycles of many of its large
customers and due to poor weather conditions. The third quarter of fiscal 1996
may be adversely affected by business interruptions associated with the recent
severe winter weather conditions on the East Coast.
In December 1995, the Company filed a Registration Statement with the
Securities and Exchange Commission for a Public Offering 1.8 million common
shares. A total of 1.1 million common shares will be offered for sale by the
Company and .7 million common shares will be offered for sale by Selling
Shareholders. The Company anticipates the Public Offering to occur in the third
fiscal quarter, although there can be no assurance as to whether the offering
will be successful.
The Company has two revolving lines of credit totaling $13.0 million.
After the Offering, the Company will have approximately $28.2 million in working
capital and will have $13.0 million available under its two bank revolving lines
of credit. The Company believes that the total of available lines of credit plus
cash flows from operating activities is adequate for the Company's 1996
operational and capital expenditure needs. The Company is in compliance with all
of its loan covenants.
The Company continues to seek opportunities to invest in new products
and markets, and in acquisitions which fit its strategic growth plans in the
lighting and graphics markets. The Company believes that adequate financing for
any such investments or acquisitions will be available through future borrowings
due to the enhanced financial condition of the Company after the Public Offering
or through the issuance of common shares in payment for acquired businesses.
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITYHOLDERS
At the Company's Annual Meeting of Shareholders held November 16, 1995,
the following actions were taken by shareholders:
Page 11 of 23
<PAGE> 12
4.1 All persons nominated as Class A Directors were elected with the
votes for each person being:
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------
Shares - Withheld Shares
Name Shares For Authority Abstained
--------------------------------------------------------------------------------------
<S> <C> <C> <C>
Michael J. Burke 6,445,499 398,469 None
--------------------------------------------------------------------------------------
Robert J. Ready 6,446,012 397,956 None
--------------------------------------------------------------------------------------
John N. Taylor, Jr. 6,446,019 397,949 None
--------------------------------------------------------------------------------------
</TABLE>
4.2 The selection of Price Waterhouse LLP as independent public
accountants for fiscal year 1996 was ratified by the following vote:
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------
Shares For Shares Against Shares Abstained Broker Non-Votes
-----------------------------------------------------------------------------------
<S> <C> <C> <C>
6,717,037 16,890 110,041 None
-----------------------------------------------------------------------------------
</TABLE>
4.3 The adoption of the LSI Industries Inc. 1995 Stock Option Plan was
ratified by the following vote:
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------
Shares For Shares Against Shares Abstained Broker Non-Votes
-----------------------------------------------------------------------------------
<S> <C> <C> <C>
4,385,727 1,251,675 120,954 1,085,612
-----------------------------------------------------------------------------------
</TABLE>
4.4 The adoption of the LSI Industries Inc. 1995 Directors' Stock
Option Plan was ratified by the following vote:
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------
Shares For Shares Against Shares Abstained Broker Non-Votes
-----------------------------------------------------------------------------------
<S> <C> <C> <C>
5,181,049 434,339 142,967 1,085,613
-----------------------------------------------------------------------------------
</TABLE>
4.5 The Amendment of the Articles of Incorporation to increase the
authorized shares was ratified by the following vote:
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------
Shares For Shares Against Shares Abstained Broker Non-Votes
-----------------------------------------------------------------------------------
<S> <C> <C> <C>
5,822,740 887,405 133,823 None
-----------------------------------------------------------------------------------
</TABLE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits
10.1 Promissory Note dated December 31, 1995 with The Provident
Bank
10.2 Amended and Restated Revolving Note dated November 21, 1995
with The Fifth Third Bank
11 Statement Re Computation of Earnings Per Share
Page 12 of 23
<PAGE> 13
(b) Form 8-K
No reports on Form 8-K have been filed during the quarter for
which this Report is filed.
[All other items required in Part II have been omitted because
they are not applicable or are not required.]
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
LSI Industries Inc.
BY:
---------------------------------------------
Robert J. Ready
President and Chief Executive Officer
(Principal Executive Officer)
BY:
---------------------------------------------
Ronald S. Stowell
Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)
January 16, 1996
Page 13 of 23
<PAGE> 1
EXHIBIT 10.1
COMMERCIAL LOAN
NOTE NO. 8
PROMISSORY NOTE
$8,000,000.00 Cincinnati, Ohio December 31, 1995
The undersigned, for value received, promises to pay to the order of The
Provident Bank, at any of its offices, the sum of EIGHT MILLION AND NO/100
DOLLARS ($8,000,000.00), (the "Maximum Credit") or so much thereof as is loaned
by the holder pursuant to the provisions hereof, together with interest until
demand or maturity AT A RATE OF BORROWER'S OPTION OF PROVIDENT BANK'S PRIME RATE
OR LIBOR + 1 per year computed on the basis of a year of 360 days for the actual
number of days elapsed, and after default hereunder, demand or maturity, whether
at stated maturity or by acceleration, at a rate four (4) percentage points
greater than the stated rate (the "Default Rate"). Interest on any prime rate
borrowing shall be due and payable MONTHLY BEGINNING JANUARY 31, 1996, and at
maturity. Interest on any LIBOR borrowings shall be due and payable upon it
respective maturity.
Principal shall be due and payable AT MATURITY, DECEMBER 30, 1996.
The undersigned hereby state(s) that the purpose of the loan evidenced by this
Note is WORKING CAPITAL.
/X/ REVOLVING CREDIT: If this box is checked, this Note is a revolving credit
subject to the terms of this paragraph. Subject to the conditions hereof and of
any other agreements between the parties relating hereto and until demand, if
the principal is payable on demand, or maturity (whether at scheduled or
accelerated maturity), if the principal is payable other than on demand, the
undersigned may borrow and reborrow from the holder and the holder may, in its
sole discretion, lend and relend to the undersigned such amounts not to exceed
the Maximum Credit as the undersigned may at any time and from time to time
request upon satisfactory notice to the holder.
Notwithstanding anything to the contrary contained herein or in any
other agreement between the undersigned and the holder, if this Note provides
that the principal hereof is payable on demand, then this Note is a demand Note
due and owing immediately, without prior demand of the holder and immediate
action to enforce its payment may be taken at any time, without notice and
without reason. If any payment of principal or interest is not paid when due, or
if the holder deems itself insecure for any reason, including but not limited
to, the insolvency, bankruptcy, business failure, death, default in the payment
of other obligations or receivership of or concerning any maker, guarantor or
indorser hereof, this Note shall, if payable other than on demand, at the option
of its holder, become immediately due and payable, without demand or notice. The
undersigned shall promptly provide such financial information as the holder
shall reasonably request from time to time.
Upon this Note becoming due under any of its terms and provisions, and
not being fully paid and satisfied, the total sum then due hereunder may, at any
time and from time to time, be charged against any account or accounts
maintained with the holder hereof by any of the undersigned or any indorser,
without notice to or further consent from any of them, and the undersigned and
all indorsers agree to be and remain jointly and severally liable for all
remaining indebtedness represented by this Note in excess of the amount or
amounts so applied.
Page 14 of 23
<PAGE> 2
Prime rate is that annual percentage rate of interest which is
established by The Provident Bank from time to time as its prime rate, whether
or not such rate is publicly announced, and which provides a base to which loan
rates may be referenced. Prime rate is not necessarily the lowest lending rate
of The Provident Bank. A rate based on the prime rate will change each time and
as of the date that the prime rate changes. If any payment of principal or
interest is not paid when due or if the undersigned shall otherwise default in
the performance of its obligations hereunder or under any other note or
agreement with the holder, the holder at its option, may charge and collect, or
add to the unpaid balance hereof, a late charge up to the greater of $250 or .1%
of the unpaid balance of this Note at the time of such delinquency for each such
delinquency to cover the extra expense incident to handling delinquent accounts,
and/or increase the interest rate on the unpaid balance to the Default Rate. The
holder may charge interest at the rate provided herein on all interest and other
amounts owing hereunder which are not paid when due.
The undersigned, all indorsers hereof, any other party hereto, and any
guarantor hereof (collectively "Obligors") each (i) waive(s) presentment,
demand, notice of demand, protest, notice of protest and notice of dishonor and
any other notice required to be given by law in connection with the delivery,
acceptance, performance, default or enforcement of this Note, of any indorsement
or guaranty of this Note or of any document or instrument evidencing any
security for payment of this Note; and (ii) consent(s) to any and all delays,
extensions, renewals or other modifications of this Note or waivers of any term
hereof or release or discharge by the holder of any of Obligors or release,
substitution or exchange of any security for the payment hereof or the failure
to act on the part of the holder or any indulgence shown by the holder, from
time to time and in one or more instances, (without notice to or further assent
from any of Obligors) and agree(s) that no such action, failure to act or
failure to exercise any right or remedy, on the part of the holder shall in any
way affect or impair the obligations of any Obligors or be construed as a waiver
by the holder of, or otherwise affect, any of the holder's rights under this
Note, under any indorsement or guaranty of this Note or under any document or
instrument evidencing any security for payment of this Note. The undersigned and
all indorsers further agree to reimburse the holder for all advances, charges,
costs and expenses, including reasonable attorneys' fees, incurred or paid in
exercising any right, power or remedy conferred by this Note, or in the
enforcement thereof. If the undersigned are more than one (1), the liability of
the undersigned hereon is joint and several, and the term "undersigned", as used
herein, means any one or more of them.
The undersigned and all indorsers authorize any attorney at law,
including an attorney engaged by the holder, to appear in any court of record in
the State of Ohio or any other State or Territory of the United States, after
the indebtedness evidenced hereby, or any part thereof, becomes due and waive
the issuance and service of process and confess judgment against any one or more
than one of the undersigned and all indorsers in favor of the holder, for the
amount then appearing due, together with costs of suit and, thereupon, to
release all errors and waive all rights of appeal and stay of execution, but no
such judgment or judgments against any one of the undersigned shall be a bar to
a subsequent judgment or judgments against any one or more than one of such
persons against whom judgment has not been obtained hereon. This warrant of
attorney to confess judgment is a joint and several warrant of attorney. The
foregoing warrant of attorney shall survive any judgment; and if any judgment be
vacated for any reason, the holder hereof nevertheless may hereafter use the
foregoing warrant of attorney to obtain an additional judgment or judgments
against the undersigned and all indorsers or any one or more of them. The
undersigned and all indorsers hereby expressly waive any conflict of interest
that the holder's attorney may have in confessing such judgment against such
parties and expressly consent to the confessing attorney receiving a legal fee
from the holder for confessing such judgment against such parties.
THE PROVISIONS OF THIS NOTE SHALL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE
WITH THE LAWS OF OHIO. AS A SPECIFICALLY BARGAINED INDUCEMENT FOR THE HOLDER TO
EXTEND CREDIT TO BORROWER, AND AFTER HAVING THE OPPORTUNITY TO CONSULT COUNSEL,
THE UNDERSIGNED AND ALL INDORSERS HEREBY EXPRESSLY WAIVE THE RIGHT TO TRIAL BY
JURY IN ANY LAWSUIT OR PROCEEDING RELATED TO THIS NOTE OR ARISING IN ANY
Page 15 of 23
<PAGE> 3
WAY FROM ANY INDEBTEDNESS OR OTHER TRANSACTIONS INVOLVING THE HOLDER AND THE
UNDERSIGNED. THE UNDERSIGNED HEREBY DESIGNATE(S) ALL COURTS OF RECORD SITTING IN
CINCINNATI, OHIO AND HAVING JURISDICTION OVER THE SUBJECT MATTER, STATE AND
FEDERAL, AS FORUMS WHERE ANY ACTION, SUIT OR PROCEEDING IN RESPECT OF OR ARISING
FROM OR OUT OF THIS NOTE, ITS MAKING, VALIDITY OR PERFORMANCE, MAY BE PROSECUTED
AS TO ALL PARTIES, THEIR SUCCESSORS AND ASSIGNS, AND BY THE FOREGOING
DESIGNATION THE UNDERSIGNED CONSENT(S) TO THE JURISDICTION AND VENUE OF SUCH
COURTS.
WARNING - BY SIGNING THIS PAPER, YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT
TRIAL. IF YOU DO NOT PAY ON TIME, A COURT JUDGMENT MAY BE TAKEN AGAINST YOU
WITHOUT YOUR PRIOR KNOWLEDGE, AND THE POWERS OF A COURT CAN BE USED TO COLLECT
FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR
RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT
OR ANY OTHER CAUSE.
LSI INDUSTRIES INC.
By:
- --------------------------------- -----------------------------------
Ronald S. Stowell
Chief Financial Officer & Treasurer
- ---------------------------------
Address 10000 Alliance Road
- ---------------------------------
Cincinnati, OH 45242
- ---------------------------------
Page 16 of 23
<PAGE> 4
LETTER AGREEMENT
This agreement made this 31st day of December, 1995, by and between LSI
INDUSTRIES INC., 10000 Alliance Road, Cincinnati, OH 45242 (hereinafter referred
to as "LSI") and THE PROVIDENT BANK, a Banking Corporation located at One East
Fourth Street, Cincinnati, OH 45202 (hereinafter referred to as "Provident"),
WITNESSETH
WHEREAS, Provident intends to extend an $8,000,000.00 unsecured line of
credit to LSI for the purposes of funding working capital and other general
corporate needs, said line of credit issued pursuant to a note of even date
herewith;
WHEREAS, in exchange for Provident's issuance of said line of credit,
LSI has agreed to maintain certain covenants as noted below, covenants which
shall remain in effect for as long as such line of credit may exist including
all renewals or alterations thereof.
NOW THEREFORE, in consideration of the premises, the mutual covenants
and agreements made herein, the parties hereto do agree as follows:
1. LSI shall at all times maintain a minimum net worth (per GAAP) of
$20,000,000.
2. LSI shall at all times maintain a minimum level of trailing four
quarter profitability of $1,000,000.
3. LSI shall not permit any liens for funded debt to exist against
any of its properties other than:
(a) liens limited in the aggregate principal amount of $8,000,000
in favor of Fifth Third Bank on the real estate located at
10000 and 10170 Alliance Road, Cincinnati, OH and selected
items of personal property located therein.
(b) liens limited in the aggregate principal amount of $2,000,000
in favor of the trustee of any industrial revenue bonds or
various governmental authorities, liens encumbering the real
and personal property existing now or acquired in the future
located at LSI Metal Fabrication.
(c) liens on specific inventory limited in the aggregate
principal amount of $750,000 to secure certain trade vendors
who have advanced progress payment or deposits to LSI.
(d) LSI will maintain Provident as LSI's principal bank
purchasing all such banking services required by LSI provided
Provident's pricing remains competitive.
This agreement shall inure to and bind the parties hereto, their successors and
assigns.
Page 17 of 23
<PAGE> 5
THE PROVIDENT BANK LSI INDUSTRIES INC.
- ------------------------------ --------------------------------
Donald U. Luthman Ronald S. Stowell
Senior Vice President Chief Financial Officer & Treasurer
Page 18 of 23
<PAGE> 1
EXHIBIT 10.2
AMENDED AND RESTATED
REVOLVING NOTE
$5,000,000 Cincinnati, Ohio
November 21, 1994
Amended and Restated November 21, 1995
(Effective Date)
On November 21, 1996 (the "Due Date"), LSI INDUSTRIES INC., an Ohio
corporation (the "Borrower"), whose address is 10000 Alliance Road, Cincinnati,
Ohio, for value received, promises to pay to the order of THE FIFTH THIRD BANK,
an Ohio banking corporation, whose address is 38 Fountain Square Plaza,
Cincinnati 45263 (hereinafter referred to as "Bank" or "Holder"), the sum of
FIVE MILLION DOLLARS ($5,000,000) or such lesser amount as has been advanced to
or for the benefit of Borrower hereunder (hereinafter referred to as the
"Borrowing") plus interest as provided herein. The outstanding balance of this
Note will appear on a supplemental bank record and is not necessarily the face
amount of this Note. Such record shall be conclusive as to the balance due of
this Note at any time.
Prior to the Due Date, Bank may (but is not obligated to) lend Borrower
such amounts as may from time to time be requested by Borrower provided that the
principal amount borrowed shall not at any time exceed the Borrowing and further
provided that no Event of Default, as defined herein, shall have occurred.
The principal amounts outstanding hereunder shall bear interest
commencing on the date of the first advance hereunder at a rate per annum equal
to the LIBOR Rate (defined below) plus 100 basis points (herein the "Note Rate")
and such interest rate shall remain in effect with respect to each Borrowing for
the duration of the LIBOR Interest Period elected by Borrower as set forth
below.
On or before the date of any advance hereunder, and on or before the
expiration of any LIBOR Interest Period, Borrower shall notify Bank which LIBOR
Interest Period Borrower has elected regarding each Borrowing hereunder.
Borrower may have Borrowings outstanding hereunder in minimum amounts of
$250,000 which will bear interest at the Note Rate for different LIBOR Interest
Periods so long as the last day of any LIBOR Interest Period does not exceed the
maturity date hereof, and so long as no LIBOR Interest Period Election with
respect to any Borrowing commences prior to the expiration of the LIBOR Interest
Period in effect with respect to such Borrowing.
Borrower shall notify Bank of any LIBOR Interest Period Election by
telephonic notice by Borrower to Bank prior to, or on, the Effective Date.
Borrower's right to make a LIBOR Interest Period Election shall be
terminated automatically if Bank, by telephonic notice, shall notify Borrower
that LIBOR deposits with a maturity corresponding to the maturity of the LIBOR
Interest Period, in an amount equal to the Borrowings to be subject to the LIBOR
Interest Period Election are not readily available in the London Inter-Bank
Offered Rate Market, or that, by reason of circumstances affecting such Market,
adequate and reasonable methods do not exist for ascertaining the interest rate
applicable to such deposits for the proposed LIBOR Interest Period. In such
event, amounts outstanding hereunder shall bear interest at a rate equal to the
Bank's Prime Rate minus 50 basis points. As used herein, "Prime Rate" means the
rate of interest per annum announced to be its prime rate from time to time by
Bank at its principal office in Cincinnati, Ohio whether or not Bank will at
times lend to borrowers at lower rates of interest or, if there is no such prime
rate, then its base rate or such other rate as may be substituted by Bank for
the prime rate.
In addition, notwithstanding anything herein contained to the contrary,
if, prior to or during any period with respect to which a LIBOR Interest Period
Election is in effect, any change in any law, regulation or official directive,
or in the interpretation thereof, by any governmental body charged with the
administration thereof, shall make it unlawful for the Bank to find or maintain
its funding in Eurodollars of any portion of the Borrowings subject to the LIBOR
Page 19 of 23
<PAGE> 2
Interest Period Election or otherwise to give effect to Bank's obligations as
contemplated hereby, (i) Bank may, by written notice to Borrower, declare Bank's
obligations in respect of the LIBOR Interest Period Election to be terminated
forthwith, and (ii) the LIBOR Interest Period Election with respect to Bank
shall forthwith cease to be in effect, and interest shall from and after such
date be calculated at a rate per annum equal to the Bank's Prime Rate minus 50
basis points.
If at any time during the term hereof, Borrower fails to designate a
LIBOR Interest Period and Borrower has not elected another LIBOR Interest
Period, Bank may assume that Borrower has elected a LIBOR Interest Period equal
to 30 days.
As used herein, the following terms will have the meanings set forth
below:
(a) "Effective Date" means the date on which a LIBOR Interest Period
Election will begin.
(b) "LIBOR Interest Period" means, with respect to a Borrowing, a
period of 30, 60, 90 or 120 days (at Borrower's option) commencing on a business
day selected by the Borrower pursuant to this Note. Such LIBOR Interest Period
shall end on the day in the succeeding calendar month which corresponds
numerically to the beginning day of such LIBOR Interest Period, provided,
however, that if there is no such numerically corresponding day in such
succeeding month, such LIBOR Interest Period shall end on the last business day
of such succeeding month. If a LIBOR Interest Period would otherwise end on a
day which is not a business day, such LIBOR Interest Period shall end on the
next succeeding business day, provided, however, that if said next succeeding
business day falls in a new month, such LIBOR Interest Period shall end on the
immediately preceding business day.
(c) "LIBOR Interest Period Election" means the election made by
Borrower of a LIBOR Interest Period equal to any of 30, 60, 90 or 120 days as
chosen by Borrower.
(d) "LIBOR Rate" means the rate (adjusted for reserves if Bank is
required to maintain reserves with respect to relevant advances) being asked on
an amount of Eurodollar deposits equal to the amount of Borrowings subject to a
LIBOR Interest Period Election on the first day of a LIBOR Interest Period and
which has a maturity corresponding to the maturity of the LIBOR Interest Period,
as reported by the TELERATE rate reporting system (or any successor) as
determined by Bank by noon on the Effective Date of the LIBOR Interest Period.
Each determination by Bank of the LIBOR Rate shall be conclusive in the absence
of manifest error.
Interest will be payable in immediately available funds at the
principal office of the Bank set forth above, at the end of such LIBOR Interest
Period. Bank may, at its option, charge such interest to the Borrower's account
with the Bank. Those amounts shall thereupon constitute Obligations hereunder
and shall thereafter accrue interest as provided for in this Agreement. Interest
will be calculated based on a 360 day year and charged for the actual number of
days elapsed.
Principal shall be due and payable on the Due Date. Principal and
interest payments shall be made at Bank's address set forth above unless
otherwise designated by Holder in writing.
The Borrower certifies that the proceeds of this loan are to be used
for working capital needs and to support standby letters of credit. If this note
is a renewal, in whole or in part, of a previous Obligation, the acceptance by
Bank of this note shall not effectuate a payment but rather a continuation of
the previous Obligation.
Bank may charge and the Borrower agrees to pay a note processing fee of
$25.00 on the above Effective Date.
Page 20 of 23
<PAGE> 3
Events of Default:
This note shall be and become immediately due and payable at the option
of the Holder, without any demand or notice whatsoever, upon the occurrence of
any of the following described events, each of which shall constitute a default:
1) Any failure to make any payment when due of the principal or interest
on this note or the occurrence of any event of default as therein
defined on any other Obligations of the Borrower.
2) The dissolution of the Borrower.
3) Any failure to submit to Holder (a) quarterly compiled financial
statements of Borrower within 45 days after the last day of each fiscal
quarter of Borrower or (b) annual reviewed financial statements of
Borrower within 90 days after the last day of each fiscal year of
Borrower.
4) An assignment for the benefit of the creditors of, or the commencement
of any bankruptcy, receivership, insolvency, reorganization, or
liquidation proceedings by or against the Borrower or any endorser or
guarantor hereof.
Upon the occurrence of an Event of Default herein described Holder may,
at its option declare this Note and all other Obligations of the Borrower, to be
fully due and payable in their aggregate amount together with accrued interest
plus any applicable prepayment premiums, fees, and charges.
If any payment is not paid when due (whether by acceleration or
otherwise) or within 10 days thereafter, the Borrower agrees to pay to Holder a
late payment fee as provided for in any loan agreement or 5% of the payment
amount, whichever is greater with a minimum fee of $20.00. After an Event of
Default, the Borrower agrees to pay to Holder a fixed charge of $25.00, or the
Borrower agrees that Holder may, without notice, increase the above stated
interest rate by 6%, whichever is greater. Under no circumstances shall said
interest rate be raised to a rate which shall be in excess of the maximum rate
of interest allowable under the state and/or federal usury laws in force at the
time of such change.
Borrower may not prepay any portion of this note prior to the
expiration of LIBOR Interest Period.
ENTIRE AGREEMENT: The Borrower agrees that there are no conditions or
understandings which are not expressed in this note and the documents referred
to herein.
WAIVER: No failure on the part of Holder to exercise any of its rights
hereunder shall be deemed a waiver of any such rights or of any default. Demand,
presentment, protest, notice of dishonor, notice of protest and notice of
default are hereby waived.
JURY WAIVER: THE BORROWER, AND ANY ENDORSER OR GUARANTOR HEREOF, WAIVE
THE RIGHT TO A TRIAL BY JURY OF ANY MATTERS ARISING OUT OF THIS NOTE OR THE
TRANSACTIONS CONTEMPLATED HEREBY.
The declaration of invalidity of any provision of this note shall not
affect any part of the remainder of the provisions.
This Note amends and restates the terms and provisions of that certain
Revolving Note, dated November 21, 1994, in the original principal amount of
$5,000,000 and is delivered in substitution for and not in repayment of such
Note.
Page 21 of 23
<PAGE> 4
Warrant of attorney: The Borrower, jointly and severally, authorizes
any attorney-at-law to appear in any court of record after maturity of this
note, whether by acceleration or otherwise, waive the issuance and service of
process and to confess judgment against them in favor of the Holder for the
principal sum due hereon together with interest, charges, court costs and
attorney's fees, and to waive and release all errors, rights of appeal,
exemptions and stays of execution. This warrant of attorney to confess judgment
shall be construed under the laws of the State of Ohio.
WARNING - BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT
TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU
WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT
FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR
RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT,
OR ANY OTHER CAUSE.
LSI INDUSTRIES INC.
By:
------------------------
Its:
------------------------
Page 22 of 23
<PAGE> 1
EXHIBIT 11
LSI INDUSTRIES INC.
STATEMENT RE COMPUTATION OF EARNINGS PER SHARE
(IN THOUSANDS, EXCEPT PER SHARE)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
December 31 December 31
1995 1994 1995 1994
------- ------ ------- ------
<S> <C> <C> <C> <C>
NET INCOME
Continuing operations $ 2,693 $2,159 $ 4,887 $4,008
Discontinued operations (1,500) -- (1,500) --
------- ------ ------- ------
Net income $ 1,193 $2,159 $ 3,387 $4,008
======= ====== ======= ======
AVERAGE SHARES OUTSTANDING
Weighted average shares
outstanding during the period 7,622 7,514 7,602 7,496
Common Share Equivalents:
Common Shares to be issued
under Stock Option Plan 384 257 378 264
------- ------ ------- ------
Average Shares Outstanding 8,006 7,770 7,980 7,760
======= ====== ======= ======
NET INCOME PER SHARE
Continuing operations $ .34 $ .28 $ .61 $ .52
Discontinued operations (.19) -- (.19) --
------- ------ ------- ------
Net income per share $ .15 $ .28 $ .42 $ .52
======= ====== ======= ======
</TABLE>
Note: Calculated using the "Treasury Stock" method as if options were
exercised and the funds were used to purchase Common Shares at the
average market price during the period.
Page 23 of 23
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM 10-Q
FOR THE SECOND QUARTER ENDED DECEMBER 31, 1995 AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1995
<PERIOD-END> DEC-31-1995
<EXCHANGE-RATE> 1
<CASH> 1,917
<SECURITIES> 0
<RECEIVABLES> 29,792
<ALLOWANCES> 262
<INVENTORY> 20,862
<CURRENT-ASSETS> 53,714
<PP&E> 30,344
<DEPRECIATION> 10,093
<TOTAL-ASSETS> 75,284
<CURRENT-LIABILITIES> 34,925
<BONDS> 0
0
0
<COMMON> 8,075
<OTHER-SE> 23,936
<TOTAL-LIABILITY-AND-EQUITY> 75,284
<SALES> 81,443
<TOTAL-REVENUES> 81,443
<CGS> 55,677
<TOTAL-COSTS> 17,627
<OTHER-EXPENSES> 16
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 350
<INCOME-PRETAX> 7,773
<INCOME-TAX> 2,886
<INCOME-CONTINUING> 4,887
<DISCONTINUED> (1,500)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,387
<EPS-PRIMARY> 0.42
<EPS-DILUTED> 0.42
</TABLE>
