LSI INDUSTRIES INC
10-Q, 1998-05-06
ELECTRIC LIGHTING & WIRING EQUIPMENT
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<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 MARCH 31, 1998.

            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 April 30, 1998:  9,605,037




<PAGE>   2

                               LSI INDUSTRIES INC.
                               -------------------
                                    FORM 10-Q
                                    ---------
                      FOR THE QUARTER ENDED MARCH 31, 1998
                      ------------------------------------

                                      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...................................      9

PART II.  Other Information

       ITEM 2.        Change in Securities..............................     12

       ITEM 6.        Exhibits and Reports on Form 8-K..................     12

Signatures            ..................................................     13
</TABLE>





                                     Page 2

<PAGE>   3

                          PART I. FINANCIAL INFORMATION
                          -----------------------------

ITEM 1.  FINANCIAL STATEMENTS
- -----------------------------

                               LSI INDUSTRIES INC.
                         CONSOLIDATED INCOME STATEMENTS
                                   (Unaudited)


<TABLE>
<CAPTION>
                                             Three Months Ended              Nine Months Ended
                                                  March 31                        March 31
                                         -------------------------       -------------------------
(in thousands, except per                   1998            1997            1998            1997
 share data; unaudited)                  ---------       ---------       ---------       ---------

<S>                                      <C>             <C>             <C>             <C>      
Net sales                                $  43,386       $  30,836       $ 135,097       $ 105,260

Cost of products sold                       29,669          20,823          88,741          69,849
                                         ---------       ---------       ---------       ---------

     Gross profit                           13,717          10,013          46,356          35,411

Selling and administrative expenses         10,579           7,996          32,561          25,823
                                         ---------       ---------       ---------       ---------

     Operating income                        3,138           2,017          13,795           9,588

Interest expense                                34              31              86              85

Interest (income)                              (40)           (125)            (72)           (426)

Other expense                                   46              64              66              90
                                         ---------       ---------       ---------       ---------

     Income before income taxes              3,098           2,047          13,715           9,839

Income tax expense                           1,181             778           5,143           3,716
                                         ---------       ---------       ---------       ---------

     Net income                          $   1,917       $   1,269       $   8,572       $   6,123
                                         =========       =========       =========       =========


Earnings per common share

     Basic                               $     .20       $     .14       $     .90       $     .68
                                         =========       =========       =========       =========

     Diluted                             $     .20       $     .14       $     .88       $     .67
                                         =========       =========       =========       =========
</TABLE>



The accompanying Notes to Financial Statements are an integral part of these
financial statements.

                                     Page 3



<PAGE>   4


                               LSI INDUSTRIES INC.

                           CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)

<TABLE>
<CAPTION>
(In thousands, except share amounts)                   March 31,     June 30,
                                                         1998          1997
                                                       ---------     --------
<S>                                                    <C>           <C>     
ASSETS
- ------

Current Assets
     Cash and cash equivalents                         $  3,238      $  2,612
     Accounts receivable                                 28,314        27,412
     Inventories                                         26,371        23,058
     Other current assets                                 1,738         1,770
                                                       --------      --------

         Total current assets                            59,661        54,852

Property, plant and equipment, net                       28,202        27,145

Goodwill and other assets                                13,133        13,192
                                                       --------      --------

                                                       $100,996      $ 95,189
                                                       ========      ========

LIABILITIES & SHAREHOLDERS' EQUITY
- ----------------------------------

Current Liabilities
     Current maturities of long-term debt              $    190      $    187
     Accounts payable                                    10,762        12,337
     Accrued expenses                                    12,720        12,136
                                                       --------      --------

         Total current liabilities                       23,672        24,660

Long-Term Debt                                            1,036         1,195

Other Long-Term Liabilities                               1,515         1,366

Shareholders' Equity
     Preferred shares, without par value;
         Authorized 1,000,000 shares; none issued            --            --
     Common shares, without par value;
         Authorized 30,000,000 shares;
         Outstanding 9,570,510 and 9,499,231
            shares, respectively                         34,897        34,516
     Retained earnings                                   39,876        33,452
                                                       --------      --------

         Total shareholders' equity                      74,773        67,968
                                                       --------      --------

                                                       $100,996      $ 95,189
                                                       ========      ========
</TABLE>

The accompanying Notes to Financial Statements are an integral part of these
financial statements.

                                     Page 4


<PAGE>   5

                               LSI INDUSTRIES INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                   (Unaudited)

<TABLE>
<CAPTION>
(In thousands)                                               Nine Months Ended
                                                                 March 31
                                                          -----------------------
                                                            1998            1997
                                                          --------       --------
<S>                                                       <C>            <C>     
Cash Flows from Operating Activities
     Net income                                           $  8,572       $  6,123
     Non-cash items included in income
           Depreciation and amortization                     3,166          2,163
           Deferred income taxes                                90             90
           Loss on disposition of fixed assets                  66             61

     Changes in operating assets and liabilities
           Accounts receivable                                (456)         3,420
           Inventories                                      (2,982)        (1,135)
           Accounts payable and other                       (1,395)        (4,129)

     Change in liability for discontinued operations            (9)            (3)
                                                          --------       --------

           Net cash flows from operating activities          7,052          6,590
                                                          --------       --------

Cash Flows from Investing Activities
     Purchase of property, plant and equipment              (3,403)        (1,845)
     Proceeds from sale of fixed assets                         11             --
     Acquisition of business, net of cash received            (712)            --
                                                          --------       --------

           Net cash flows from investing activities         (4,104)        (1,845)
                                                          --------       --------

Cash Flows from Financing Activities
     Increase in notes payable to bank                          --            130
     Payment of long-term debt                                (417)          (149)
     Cash dividends paid                                    (2,148)        (1,624)
     Deferred compensation plan                                 42            (85)
     Proceeds from issuance of common shares                   201            151
                                                          --------       --------

           Net cash flows from financing activities         (2,322)        (1,577)
                                                          --------       --------

Increase in cash and cash equivalents                          626          3,168

Cash and cash equivalents at beginning of year               2,612         11,138
                                                          --------       --------

Cash and cash equivalents at end of period                $  3,238       $ 14,306
                                                          ========       ========

Supplemental Cash Flow Information
     Interest paid                                        $    112       $     94
     Income taxes paid                                    $  6,204       $  3,605
</TABLE>

The accompanying Notes to Financial Statements are an integral part of these
financial statements.

                                     Page 5

<PAGE>   6

                               LSI INDUSTRIES INC.

                          NOTES TO FINANCIAL STATEMENTS

                                   (Unaudited)


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 March 31, 1998, and the results of its operations and
         its cash flows for the periods ended March 31, 1998 and 1997. These
         statements should be read in conjunction with the financial statements
         and footnotes included in the fiscal 1997 annual report.

NOTE 2:  RECENT PRONOUNCEMENTS

         In June 1997, the Financial Accounting Standards Board issued Statement
         of Financial Accounting Standards No. 130 (SFAS No. 130), "Reporting
         Comprehensive Income," which establishes standards for reporting and
         display of comprehensive income and its components (revenues, expenses,
         gains, and losses) in a full set of general-purpose financial
         statements. SFAS No. 130 is effective for financial statements for
         annual periods beginning after December 15, 1997 (fiscal 1999 for the
         Company). The Company does not expect adoption to have a significant
         impact on its financial statements.

NOTE 3:  EARNINGS PER COMMON SHARE

         In February 1997, the Financial Accounting Standards Board issued
         Statement of Financial Accounting Standards No. 128 (SFAS No. 128),
         "Earnings Per Share," which requires the presentation of basic and
         diluted earnings per share on the face of the income statement for all
         entities with complex capital structures and requires a reconciliation
         of both the numerator and denominator of the basic and dilutive
         earnings per share computations. The Company adopted SFAS No. 128
         effective with the second quarter of fiscal year 1998. All prior period
         earnings per share have been restated for the new disclosure.

         The following table presents the amounts used to compute earnings per
         common share and the effect of dilutive potential common shares on net
         income and weighted average shares outstanding:






                                     Page 6


<PAGE>   7



NOTE 3:  EARNINGS PER COMMON SHARE (continued)


<TABLE>
<CAPTION>
                                                Three Months Ended      Nine Months Ended
                                                     March 31               March 31
                                                ------------------      -----------------
                                                 1998        1997        1998        1997
                                                ------      ------      ------      ------

<S>                                             <C>         <C>         <C>         <C>   
BASIC EARNINGS PER SHARE
- ------------------------

     Net Income                                 $1,917      $1,269      $8,572      $6,123
                                                ======      ======      ======      ======

     Weighted Average Shares Outstanding
         Weighted average shares
         outstanding during the period,
         net of treasury shares                  9,557       9,016       9,541       9,009
                                                ======      ======      ======      ======

     Basic Earnings per Share                   $  .20      $  .14      $  .90      $  .68
                                                ======      ======      ======      ======

DILUTED EARNINGS PER SHARE
- --------------------------

     Net Income                                 $1,917      $1,269      $8,572      $6,123
                                                ======      ======      ======      ======

     Weighted Average Shares Outstanding
         Weighted average shares
         outstanding during the period,
         net of treasury shares                  9,557       9,016       9,541       9,009

         Effect of Dilutive Securities:
              Common Shares to be issued
              under stock option plans and
              a deferred compensation plan         255         166         220         194
                                                ------      ------      ------      ------

           Average Shares Outstanding            9,812       9,182       9,761       9,203
                                                ======      ======      ======      ======

     Diluted Earnings per Share                 $  .20      $  .14      $  .88      $  .67
                                                ======      ======      ======      ======
         [see (A) and (B) below]
</TABLE>

     (A)   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.

     (B)   Options to purchase 500 common shares and 14,300 common shares during
           the quarters ended March 31, 1998 and 1997, respectively, and 2,361
           common shares and 15,745 common shares during the nine month periods
           ended March 31, 1998 and 1997, respectively, were not included in the
           computation of diluted earnings per share because the exercise price
           was greater than the average fair market value of the common shares.



                                     Page 7


<PAGE>   8



NOTE 4:  INVENTORIES

         Inventories consist of the following (in thousands):


<TABLE>
<CAPTION>
                                                     March 31, 1998    June 30, 1997
                                                     --------------    -------------

<S>                                                    <C>                <C>    
                  Raw Materials                        $15,279            $10,272

                  Work-in-Process and
                    Finished Goods                      11,092             12,786
                                                       -------            -------

                                                       $26,371            $23,058
                                                       =======            =======
</TABLE>

NOTE 5:  CASH DIVIDENDS

         The Company paid cash dividends of $2,148,000 and $1,624,000 in the
         nine month periods ended March 31, 1998 and 1997, respectively. In
         April, 1998, the Company's Board of Directors declared a $.0625 per
         share regular quarterly cash dividend ($600,000) payable on May 19,
         1998 to shareholders of record May 12, 1998.

NOTE 6:  SHAREHOLDERS' EQUITY

         The Company has a non-qualified Deferred Compensation Plan and a
         certain portion of the Plan investments are in common shares of the
         Company. As of March 31, 1998 a total of 32,541 common shares at a cost
         of $440,100 were held in the Plan, and, accordingly, have been recorded
         as treasury shares.

NOTE 7:  ACQUISITION

         The Company acquired the outstanding common stock of Marcole
         Industries, Inc. on February 6, 1998 as well as the building and real
         estate in Manchester, Tennessee from which Marcole will continue to
         operate. Total purchase price was approximately $912,000, which
         includes 12,000 common shares (valued at approximately $200,000) of LSI
         Industries. For financial statement purposes the acquisition was
         accounted for as a purchase, effective on the date of acquisition. The
         new subsidiary, LSI Marcole Inc., is a manufacturer of electrical wire
         harnesses for the appliance and white goods industry. The purchase
         price exceeded the estimated fair value of net assets acquired by
         $210,000, which is being amortized over forty years. The allocation was
         based on preliminary estimates and may be revised at a later date
         pending the completion of certain analysis.




                                     Page 8


<PAGE>   9



ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
- --------------------------------------------------------------------------------
              OF OPERATIONS
              -------------

NET SALES BY BUSINESS SEGMENT
   (In thousands, unaudited)

<TABLE>
<CAPTION>
                               Three Months Ended           Nine Months Ended
                                    March 31                     March 31
                             ----------------------      -----------------------
                                1997         1996          1997           1996
                             --------      --------      --------      --------

<S>                          <C>           <C>           <C>           <C>     
Image Group                  $ 32,313      $ 22,461      $ 99,146      $ 73,597
Commercial / Industrial
  Lighting Group               11,073         8,375        35,951        31,663
                             --------      --------      --------      --------

                             $ 43,386      $ 30,836      $135,097      $105,260
                             ========      ========      ========      ========
</TABLE>


RESULTS OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 1998 COMPARED WITH THREE MONTHS ENDED MARCH 31,
1997

         Net sales of $43,386,000 in the third quarter of 1998 increased 41%
over third quarter net sales last year of $30,836,000. Quarterly results of the
Image Group in fiscal 1998 include the operations of the Company's new graphics
subsidiary, Grady McCauley, which was acquired June 30, 1997, and results of the
Commercial / Industrial Lighting Group include the operations of the Company's
newest subsidiary, LSI Marcole, which was acquired February 6, 1998. Image Group
net sales increased 44% and Commercial / Industrial Lighting Group net sales
increased 32% in the fiscal 1998 third quarter as compared to the prior year.
The increase in Image Group sales is attributed to growth in substantially all
markets and products, particularly graphics, petroleum lighting, and quick
service restaurant, as well as to the inclusion of Grady McCauley in the
operating results in fiscal 1998. Net sales of the Image Group to the petroleum
/ convenience store market represented 50% and 53% of net sales in the third
quarters of fiscal 1998 and fiscal 1997, respectively. While sales prices were
increased, inflation did not have a significant impact on sales in 1998 as
competitive pricing pressures held price increases to a minimum.

         Gross profit of $13,717,000 increased 37% over last year's gross profit
of $10,013,000, but decreased as a percentage of net sales to 31.6% in the third
quarter of fiscal year 1998 as compared to 32.5% in the same period last year.
The increase in amount of gross profit is due primarily to the 41% increase in
net sales. The decrease in gross profit percentage is related to the net effect
of changes in lighting product mix to higher margin products, to improved
manufacturing operating efficiencies in the Company's lighting business, to
incremental business taken at lower margins, and to reduced margins in the
graphics business related to program mix and under-utilized capacity. Selling
and administrative expenses increased to $10,579,000 from $7,996,000 primarily
as a result of increased sales volume and the addition of Grady McCauley. As a
percentage of net sales, selling and administrative expenses were at 24.4% in
the third quarter of fiscal 1998 as compared to 25.9% in the same period last
year.


                                     Page 9


<PAGE>   10



         The Company reported net interest income of $6,000 in the third quarter
of fiscal 1998 as compared to net interest income of $94,000 in the third
quarter of fiscal 1997 reflective of the significantly reduced amount of
short-term cash investments during the quarter. Cash which had been invested was
used at the end of fiscal 1997 for the acquisition of Grady McCauley. The
Company's effective tax rate was 38.1% in the third quarter of fiscal 1998 as
compared to 38.0% in the third quarter of fiscal 1997.

         Net income of $1,917,000 increased 51% over $1,269,000 in the third
quarter of fiscal 1997. The increased net income resulted from increased gross
profit on higher net sales, partially offset by increased operating expenses,
increased income taxes, and from the reporting of a larger amount of net
interest income in fiscal 1997 as compared to 1998. Diluted earnings per share
in the third quarter of fiscal 1998 of $.20 compares to $.14 per share in the
same period in fiscal 1997. The weighted average common shares outstanding for
purposes of computing diluted earnings per share increased 7% in 1998 to
9,812,000 shares from 9,182,000 shares in 1997 primarily as a result the common
shares used in the acquisition of Grady McCauley in June 1997.

         Certain recently issued accounting pronouncements will affect the
Company's future financial statements and / or disclosures. See Note 2 to these
financial statements for additional discussion.


NINE MONTHS ENDED MARCH 31, 1998 COMPARED WITH NINE MONTHS ENDED MARCH 31, 1997

         Net sales of $135,097,000 in the first nine months of 1998 increased
28% over net sales of $105,260,000 in the same period last year. Results of the
Image Group in fiscal 1998 include the operations of the Company's new graphics
subsidiary, Grady McCauley, which was acquired June 30, 1997, and results of the
Commercial / Industrial Lighting Group include the operations of the Company's
newest subsidiary, LSI Marcole, which was acquired February 6, 1998. Image Group
net sales increased 35% and Commercial / Industrial Lighting Group net sales
increased 14% in the first nine months of fiscal 1998 as compared to the prior
year. The increase in Image Group sales is attributed to growth in graphics,
petroleum lighting, and quick service restaurant, as well as to the inclusion of
Grady McCauley in the operating results in fiscal 1998. Net sales of the Image
Group to the petroleum / convenience store market represented 48% and 49% of net
sales in the first nine months of fiscal 1998 and fiscal 1997, respectively.
While sales prices were increased, inflation did not have a significant impact
on sales in 1998 as competitive pricing pressures held price increases to a
minimum.

         Gross profit of $46,356,000 increased 31% over last year's gross profit
of $35,411,000, and increased as a percentage of net sales to 34.3% in the first
nine months of fiscal year 1998 as compared to 33.6% in the same period last
year. The increase in gross profit is due primarily to the 28% increase in net
sales, to changes in lighting product mix to higher margin products, and to
improved manufacturing operating efficiencies in the Company's lighting
business, and to reduced margins in the graphics business related to program mix
and under-utilized capacity. The Company's graphics operations reported improved
gross profit percentage with increased sales volume and the addition of Grady
McCauley. Selling and administrative expenses increased to $32,561,000 from
$25,823,000 primarily as a result of increased sales volume and the addition of
Grady McCauley. As a percentage of net sales,

                                     Page 10


<PAGE>   11



selling and administrative expenses were at 24.1% in the first nine months of
fiscal 1998 as compared to 24.5% in the same period last year.

         The Company reported net interest expense of $14,000 in the first nine
months of fiscal 1998 as compared to net interest income of $341,000 in the
first nine months of fiscal 1997 reflective of the significantly reduced amount
of short-term cash investments during the period. Cash which had been invested
was used at the end of fiscal 1997 for the acquisition of Grady McCauley. The
Company's effective tax rate was 37.5% in the nine months of fiscal 1998 as
compared to 37.8% in the same period last year.

         Net income of $8,572,000 in the first nine months of FY 1998 increased
40% over $6,123,000 in the same period last year. The increased net income
resulted from increased gross profit on higher net sales, partially offset by
increased operating expenses, increased income taxes, and from the reporting of
net interest income in fiscal 1997 as compared to net interest expense in 1998.
Diluted earnings per share in the first nine months of fiscal 1998 of $.88
compares to $.67 per share in the same period in fiscal 1997. The weighted
average common shares outstanding for purposes of computing diluted earnings per
share increased 6% in 1998 to 9,761,000 shares from 9,203,000 shares in 1997
primarily as a result the common shares used in the acquisition of Grady
McCauley in June 1997.

         Certain recently issued accounting pronouncements will affect the
Company's future financial statements and / or disclosures. See Note 2 to these
financial statements for additional discussion.


LIQUIDITY AND CAPITAL RESOURCES


         At March 31, 1998 the Company had working capital of $36.0 million,
compared to $30.2 million at June 30, 1997. The ratio of current assets to
current liabilities increased to 2.52 to 1 from 2.22 to 1. The increased working
capital is primarily attributed to increased inventories, cash, and accounts
receivable, and reduced accounts payable, partially offset by increased accrued
expenses.

         The Company generated $7.1 million of cash from operating activities in
the first nine months of fiscal 1998 as compared to $6.6 million of cash
generated from operating activities in the same period last year. The Company
generated more cash in the first nine months of fiscal 1998 primarily due to
increased net income, and increased depreciation and amortization expenses.
Additionally, significant increases in inventories and accounts receivable in
fiscal 1998 compared to either reductions or lesser increases in fiscal 1997,
and a significantly larger fiscal 1997 decrease in accounts payable and accrued
expenses contributed to the change between years in net cash flows from
operating activities. As of March 31, 1998, the Company's days sales outstanding
were at approximately 56 days as compared to 64 days at June 30, 1997.

         In addition to cash generated from operations, the Company's primary
source of liquidity continues to be its lines of credit. The Company has two
revolving lines of credit totaling $24 million, all of which was available as of
April 30, 1998. The Company believes that the total of available lines of credit
plus cash flows from operating activities is adequate for the Company's
1998-1999 operational and capital expenditure needs. The Company is in
compliance with all of

                                     Page 11


<PAGE>   12



its loan covenants. Capital expenditures of $3.4 million in the first nine
months of fiscal 1998 compare to $1.8 million in the same period last year.
Spending in fiscal year 1998 is primarily related to tooling for new products
and to expansion of certain of the Company's graphics operations. Capital
expenditures totaling approximately $4.5 million are planned for full year
fiscal 1998.

         In April 1998, the Board of Directors declared a regular quarterly cash
dividend of $.0625 per share ($600,000) to be paid May 19, 1998 to shareholders
of record on May 12, 1998.

         The Company has completed preliminary reviews of its business systems,
office support systems, and its facilities and equipment with respect to year
2000 programming deficiencies. The review is also extending to major suppliers
and customers. The Company currently does not anticipate material costs to be
incurred to detect, modify, or replace any affected systems. The Company
anticipates completion of this process prior to June 30, 1999.

         The Company acquired the outstanding common stock of Marcole
Industries, Inc. on February 6, 1998 as well as the building and real estate in
Manchester, Tennessee from which Marcole will continue to operate. Total
purchase price was approximately $912,000, which includes 12,000 common shares
(valued at approximately $200,000) of LSI Industries. For financial statement
purposes the acquisition was accounted for as a purchase, effective on the date
of acquisition. The new subsidiary, LSI Marcole Inc., is a manufacturer of
electrical wire harnesses for the appliance and white goods industry. The
purchase price exceeded the estimated fair value of net assets acquired by
$210,000, which is being amortized over forty years. The allocation was based on
preliminary estimates and may be revised at a later date pending the completion
of certain analysis.

         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
or through the issuance of common or preferred shares in payment for acquired
businesses.

                           PART II. OTHER INFORMATION
                           --------------------------

ITEM 2.  CHANGE IN SECURITIES
- -----------------------------

         c)       During the quarterly period ended March 31, 1998, the Company
                  issued 12,000 Common Shares to one of the owners of a company
                  which was acquired. This issuance was exempt from the
                  registration requirements of the Securities Act of 1933 as a
                  private offering pursuant to Section 4.2 of that Act.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K
- -----------------------------------------

         a)       Exhibits

                  27       Financial Data Schedule




                                     Page 12


<PAGE>   13



         b)       Reports on Form 8-K

                           No reports on Form 8-K were 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:  /s/  Robert J. Ready
                           -------------------------------------
                           Robert J. Ready
                           President and Chief Executive Officer
                           (Principal Executive Officer)



                      BY:  /s/  Ronald S. Stowell
                           -------------------------------------
                           Ronald S. Stowell
                           Vice President, Chief Financial Officer and Treasurer
                           (Principal Financial and Accounting Officer)

May 5, 1998




                                     Page 13





<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE FORM 
10-Q FILED FOR THE PERIOD ENDED MARCH 31, 1998 AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000763532
<NAME> LSI INDUSTRIES INC.
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          JUN-30-1998
<PERIOD-START>                             JUL-01-1997
<PERIOD-END>                               MAR-31-1998
<CASH>                                           3,238
<SECURITIES>                                         0
<RECEIVABLES>                                   28,897
<ALLOWANCES>                                     (583)
<INVENTORY>                                     26,371
<CURRENT-ASSETS>                                59,661
<PP&E>                                          44,457
<DEPRECIATION>                                (16,255)
<TOTAL-ASSETS>                                 100,996
<CURRENT-LIABILITIES>                           23,672
<BONDS>                                          1,036
                                0
                                          0
<COMMON>                                        34,897
<OTHER-SE>                                      39,876
<TOTAL-LIABILITY-AND-EQUITY>                   100,996
<SALES>                                        135,097
<TOTAL-REVENUES>                               135,097
<CGS>                                           88,741
<TOTAL-COSTS>                                   32,561
<OTHER-EXPENSES>                                   (6)
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                  86
<INCOME-PRETAX>                                 13,715
<INCOME-TAX>                                     5,143
<INCOME-CONTINUING>                              8,572
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     8,562
<EPS-PRIMARY>                                     0.90
<EPS-DILUTED>                                     0.88
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM 10-Q
FOR THE QUARTER ENDED MARCH 31, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED> 
<CIK> 0000763532
<NAME> LSI INDUSTRIES INC.
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          JUN-30-1997
<PERIOD-START>                             JAN-01-1997
<PERIOD-END>                               MAR-31-1997
<CASH>                                          14,306
<SECURITIES>                                         0
<RECEIVABLES>                                   21,847
<ALLOWANCES>                                     (442)
<INVENTORY>                                     20,795
<CURRENT-ASSETS>                                58,345
<PP&E>                                          32,823
<DEPRECIATION>                                (12,845)
<TOTAL-ASSETS>                                  79,626
<CURRENT-LIABILITIES>                           17,141
<BONDS>                                          1,226
                                0
                                          0
<COMMON>                                        27,995
<OTHER-SE>                                      31,154
<TOTAL-LIABILITY-AND-EQUITY>                    79,626
<SALES>                                        105,260
<TOTAL-REVENUES>                               105,260
<CGS>                                           69,849
<TOTAL-COSTS>                                   25,823
<OTHER-EXPENSES>                                    90
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               (341)
<INCOME-PRETAX>                                  9,839
<INCOME-TAX>                                     3,716
<INCOME-CONTINUING>                              6,123
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     6,123
<EPS-PRIMARY>                                     0.68
<EPS-DILUTED>                                     0.67
        

</TABLE>


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