<PAGE> 1
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FORM 10-Q OMB APPROVAL
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OMB Number: 3235
SECURITIES AND EXCHANGE COMMISSION 0145
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Expires: November
WASHINGTON, D.C. 20549 30, 1999
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Estimated average
burden
hours per response. . .
14.9
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X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- --- EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 1999.
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 February 1, 2000: 10,205,928
<PAGE> 2
LSI INDUSTRIES INC.
-------------------
FORM 10-Q
---------
FOR THE QUARTER ENDED DECEMBER 31, 1999
---------------------------------------
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 4. Submission of Matters to a Vote of Securityholders................ 13
ITEM 6. Exhibits and Reports on Form 8-K.................................. 13
Signatures .................................................................. 14
</TABLE>
Page 2
<PAGE> 3
PART I. FINANCIAL INFORMATION
-----------------------------
ITEM 1. FINANCIAL STATEMENTS
- -----------------------------
<TABLE>
<CAPTION>
LSI INDUSTRIES INC.
CONSOLIDATED INCOME STATEMENTS
(Unaudited)
Three Months Ended Six Months Ended
December 31 December 31
------------------------ -------------------
(in thousands, except per 1999 1998 1999 1998
share data) ---- ---- ---- ----
<S> <C> <C> <C> <C>
Net sales $62,967 $56,059 $126,981 $109,473
Cost of products sold 41,220 36,300 84,139 71,480
-------- ------- --------- -------
Gross profit 21,747 19,759 42,842 37,993
Selling and administrative expenses 12,798 12,360 25,403 24,333
-------- -------- --------- -------
Operating income 8,949 7,399 17,439 13,660
Interest expense -- -- 120 54
Interest (income) (173) (138) (456) (266)
Other expense -- 20 -- 52
----------- ----------- ----------- ---------
Income before income taxes 9,122 7,517 17,775 13,820
Income tax expense 3,476 2,849 6,772 5,240
--------- --------- --------- --------
Net income $ 5,646 $ 4,668 $ 11,003 $ 8,580
======== ======== ======== ========
Earnings per common share
Basic $ .55 $ .48 $ 1.08 $ .89
========== ========== ========= =========
Diluted $ .55 $ .47 $ 1.07 $ .87
========== ========== ========= =========
</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) December 31, June 30,
1999 1999
------------ --------
ASSETS
- ------
<S> <C> <C>
Current Assets
Cash and cash equivalents $ 15,695 $ 13,881
Accounts receivable 35,255 39,630
Inventories 25,700 25,261
Other current assets 2,540 2,687
-------- --------
Total current assets 79,190 81,459
Property, plant and equipment, net 35,383 32,985
Goodwill and other assets, net 22,924 23,270
--------- --------
$137,497 $137,714
======== ========
LIABILITIES & SHAREHOLDERS' EQUITY
- ----------------------------------
Current Liabilities
Notes payable to bank $ -- $ 379
Current maturities of long-term debt 196 196
Accounts payable 10,345 14,628
Accrued expenses 11,825 16,641
-------- --------
Total current liabilities 22,366 31,844
Long-Term Debt 1,638 1,705
Other Long-Term Liabilities 1,473 1,413
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 10,191,533 and 10,151,690
shares, respectively 46,168 45,588
Retained earnings 65,852 57,164
-------- --------
Total shareholders' equity 112,020 102,752
-------- --------
$137,497 $137,714
======== ========
</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) Six Months Ended
December 31
------------------------------
1999 1998
---- ----
<S> <C> <C>
Cash Flows from Operating Activities
Net income $ 11,003 $ 8,580
Non-cash items included in income
Depreciation and amortization 2,755 2,207
Deferred income taxes 60 60
Deferred compensation plan 264 263
Loss on disposition of fixed assets -- 52
Changes in operating assets and liabilities
Accounts receivable 4,375 967
Inventories (439) (811)
Accounts payable and other (8,903) (4,022)
Change in liability for discontinued operations (49) (8)
--------- -----------
Net cash flows from operating activities 9,066 7,288
------- -------
Cash Flows from Investing Activities
Purchase of property, plant and equipment (4,807) (1,294)
-------- --------
Net cash flows from investing activities (4,807) (1,294)
-------- ---------
Cash Flows from Financing Activities
Decrease in notes payable to bank (379) --
Payment of long-term debt (67) (52)
Cash dividends paid (2,315) (1,863)
Purchase of treasury shares (328) (206)
Exercise of stock options 644 537
--------- --------
Net cash flows from financing activities (2,445) (1,584)
--------- ---------
Increase (decrease) in cash and cash equivalents 1,814 4,410
Cash and cash equivalents at beginning of year 13,881 9,338
-------- -------
Cash and cash equivalents at end of period $ 15,695 $ 13,748
======= =======
Supplemental Cash Flow Information
Interest paid $ 56 $ 56
Income taxes paid $ 7,372 $ 5,400
</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 December 31, 1999, and the results of its operations and
its cash flows for the periods ended December 31, 1999 and 1998. These
statements should be read in conjunction with the financial statements
and footnotes included in the fiscal 1999 annual report.
NOTE 2: RECENT PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 133 (SFAS No. 133), "Accounting
for Derivative Instruments and Hedging Activities," which establishes
standards for reporting and disclosure of derivative and hedging
instruments. SFAS No. 133 is effective for fiscal years beginning after
June 15, 2000. The Company will not be affected by this new standard
because the Company has no derivative or hedging financial instruments.
NOTE 3: BUSINESS SEGMENT INFORMATION
LSI operates in two business segments - the Image Group and the
Commercial/Industrial Lighting Group. The Image Group manufactures
and sells exterior and interior visual image elements (lighting,
graphics, and menu board systems) for the petroleum/convenience store
market and for multi-site retail operations. The Image Group includes
the operations of LSI Petroleum Lighting, LSI Automotive, LSI Images,
LSI Metal Fabrication, SGI Integrated Graphic Systems, Grady McCauley,
and LSI Retail Graphics. The Commercial/Industrial Lighting Group
manufactures and sells primarily outdoor, indoor, and landscape
lighting for the commercial/industrial and multi-site retail markets.
The Commercial/Industrial Lighting Group includes the operations of
LSI Lighting Systems, Courtsider Lighting, Greenlee Lighting, LSI
Marcole, and LSI MidWest Lighting. The Company's most significant
market is the petroleum/convenience store market with approximately
39% and 45% of net sales concentrated in this market in the three
months ended December 31, 1999, and 1998, respectively, and
approximately 38% and 46% of net sales concentrated in this market in
the six months ended December 31, 1999, and 1998, respectively.
Page 6
<PAGE> 7
The following information is provided for the following periods:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
December 31 December 31
---------------------- ----------------------
1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
(In thousands)
NET SALES:
Image Group $ 42,832 $ 40,628 $ 85,228 $ 78,584
Commercial/Industrial Lighting Group 20,135 15,431 41,753 30,889
-------- -------- -------- --------
$ 62,967 $ 56,059 $126,981 $109,473
======== ======== ======== ========
OPERATING INCOME:
Image Group $ 6,587 $ 5,384 $ 12,744 $ 9,853
Commercial/Industrial Lighting Group 2,362 2,015 4,695 3,807
-------- -------- -------- --------
$ 8,949 $ 7,399 $ 17,439 $ 13,660
======== ======== ======== ========
CAPITAL EXPENDITURES:
Image Group $ 1,469 $ 591 $ 3,194 $ 768
Commercial/Industrial Lighting Group 601 292 1,613 526
-------- -------- -------- --------
$ 2,070 $ 883 $ 4,807 $ 1,294
======== ======== ======== ========
DEPRECIATION AND AMORTIZATION:
Image Group $ 932 $ 830 $ 1,861 $ 1,651
Commercial/Industrial Lighting Group 453 279 894 556
-------- -------- -------- --------
$ 1,385 $ 1,109 $ 2,755 $ 2,207
======== ======== ======== ========
</TABLE>
<TABLE>
<CAPTION>
December 31 June 30
---------------------- ----------------------
1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
IDENTIFIABLE ASSETS:
Image Group $ 82,781 $ 77,681 $ 86,011 $ 79,487
Commercial/Industrial Lighting Group 37,264 21,036 37,645 20,730
-------- -------- -------- --------
120,045 98,717 123,656 100,217
Corporate 17,452 15,150 14,058 10,099
-------- -------- -------- --------
$137,497 $113,867 $137,714 $110,316
======== ======== ======== ========
</TABLE>
Operating income of the business segments includes sales less all operating
expenses including allocations of corporate expense, but excluding interest
expense. Sales between business segments are immaterial.
Identifiable assets are those assets used by each segment in its operations,
including allocations of shared assets. Corporate assets consist primarily of
cash and cash equivalents, and refundable income taxes.
Page 7
<PAGE> 8
NOTE 4: EARNINGS PER COMMON SHARE
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:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
December 31 December 31
-------------------- --------------------
1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
BASIC EARNINGS PER SHARE
Net income $ 5,646 $ 4,668 $11,003 $ 8,580
======= ======= ======= =======
Weighted average shares
outstanding during the period,
net of treasury shares 10,183 9,682 10,176 9,670
======= ======= ======= =======
Basic earnings per share $ .55 $ .48 $ 1.08 $ .89
======= ======= ======= =======
DILUTED EARNINGS PER SHARE
Net income $ 5,646 $ 4,668 $11,003 $ 8,580
======= ======= ======= =======
Weighted average shares
outstanding during the period,
net of treasury shares 10,183 9,682 10,176 9,670
Effect of dilutive securities (A):
Impact of common shares to be
issued under stock option plans,
a deferred compensation plan
and contingently issuable shares 125 191 139 194
------- ------- ------- -------
Weighted average shares
outstanding (B) 10,308 9,873 10,315 9,864
======= ======= ======= =======
Diluted earnings per share $ .55 $ .47 $ 1.07 $ .87
======= ======= ======= =======
</TABLE>
(A) Calculated using the "Treasury Stock" method as if dilutive
securities were exercised and the funds were used to purchase
Common Shares at the average market price during the period.
(B) Options to purchase 21,500 common shares and 6,799 common
shares during the three month periods ended December 31, 1999
and 1998, respectively, and 3,515 common shares and 3,399
common shares during the six month periods ended December 31,
1999 and 1998, respectively, were not included in the
computation of diluted earnings per share because the exercise
price was greater than the average market value of the common
shares.
Page 8
<PAGE> 9
NOTE 5: INVENTORIES
Inventories consist of the following (in thousands):
December 31, 1999 June 30, 1999
----------------- -------------
Raw Materials $13,034 $12,485
Work-in-Process and
Finished Goods 12,666 12,776
------- -------
$25,700 $25,261
======= =======
NOTE 6: CASH DIVIDENDS
The Company paid cash dividends of $2,315,000 and $1,863,000 in the six
month periods ended December 31, 1999 and 1998, respectively. In
January 2000, the Company's Board of Directors declared an $0.08 per
share regular quarterly cash dividend ($816,000) payable on February 8,
2000 to shareholders of record February 15, 2000.
NOTE 7: SHAREHOLDERS' EQUITY
The Company has a non-qualified Deferred Compensation Plan with all
Plan investments in common shares of the Company. A total of 58,848 and
45,030 common shares were held in the Plan as of December 31, 1999 and
June 30, 1999, respectively, and, accordingly, have been recorded as
treasury shares.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
NET SALES BY BUSINESS SEGMENT
(In thousands, unaudited)
Three Months Ended Six Months Ended
December 31 December 31
---------------------- ----------------------
1999 1998 1999 1998
---- ---- ---- ----
Image Group $ 42,832 $ 40,628 $ 85,228 $ 78,584
Commercial/Industrial
Lighting Group 20,135 15,431 41,753 30,889
======== ======== ======== ========
$ 62,967 $ 56,059 $126,981 $109,473
======== ======== ======== ========
Page 9
<PAGE> 10
RESULTS OF OPERATIONS
THREE MONTHS ENDED DECEMBER 31, 1999 COMPARED WITH THREE MONTHS ENDED DECEMBER
31, 1998
Net sales of $62,967,000 in the second quarter of fiscal 2000 increased
12% over fiscal 1999 second quarter net sales of $56,059,000. Results of the
Image Group in fiscal 2000 include the operations of LSI Retail Graphics
(acquired April 1999; approximately 2% of net sales in the second quarter of
fiscal 2000). Results of the Commercial/Industrial Lighting Group include the
operations of LSI MidWest Lighting (acquired January 1999; approximately 7% of
net sales in fiscal 2000). Commercial/Industrial Lighting Group net sales
increased 30% and Image Group net sales increased 5% in the second quarter of
fiscal 2000 as compared to the prior year. The increase in the Commercial/
Industrial Lighting Group net sales resulted primarily from the inclusion of the
results of LSI MidWest Lighting and from increased sales of electrical wire
harnesses. The increase in Image Group net sales is attributed primarily to
growth in the Company's menu board system business and interior graphics, as
well as to the inclusion of the results of LSI Retail Graphics, partially offset
by reduced exterior graphics and petroleum lighting. The Company's exterior
graphics and petroleum lighting sales volume, both components of the Image
Group, were each down approximately 4% as compared to the prior year. Second
quarter net sales of the Image Group to the petroleum/convenience store market
represented 39% and 45% of net sales in fiscal 2000 and fiscal 1999,
respectively. While sales prices were increased, inflation did not have a
significant impact on sales in 2000 as competitive pricing pressures held price
increases to a minimum.
Gross profit of $21,747,000 increased 10% over last year's gross profit
of $19,759,000, and decreased as a percentage of net sales to 34.5% in fiscal
year 2000 as compared to 35.3% in the prior year. The increase in amount of
gross profit is due primarily to the 12% increase in net sales. The decrease in
gross profit percentage is primarily related to lower margins from the lighting
business that was acquired at the beginning of the second half of fiscal 1999.
Selling and administrative expenses increased to $12,798,000 from $12,360,000
primarily as a result of the additional expenses from the acquired businesses,
partially offset by reduced costs in the areas of bad debt provision, warranty
costs, and incentive compensation. As a percentage of net sales, selling and
administrative expenses were at 20.3% in fiscal 2000 as compared to 22.0% in the
prior year.
The Company reported net interest income of $173,000 in the second
quarter of fiscal 2000 as compared to net interest income of $138,000 in the
second quarter of fiscal 1999 primarily reflective of an increased amount of
short-term cash investments. The Company's effective tax rate increased to 38.1%
in the second quarter of fiscal 2000 as compared to 37.9% in fiscal 1999
primarily due to increased provision of state and local income tax.
Net income of $5,646,000 increased 21% over $4,668,000 in the second
quarter of fiscal 1999. The increased net income resulted from increased gross
profit on higher net sales, partially offset by increased operating expenses and
income taxes. Diluted earnings per share of $0.55 increased 17% in the second
quarter of fiscal 2000 from $0.47 per share in fiscal 1999. The weighted average
common shares outstanding for purposes of computing diluted earnings per share
increased 4% in the second quarter of fiscal 2000 to 10,308,000 shares from
9,873,000 shares in 1999 primarily as a result of common shares issued to
acquire businesses and the exercise of stock options during the year.
Page 10
<PAGE> 11
SIX MONTHS ENDED DECEMBER 31, 1999 COMPARED WITH SIX MONTHS ENDED
DECEMBER 31, 1998
Net sales of $126,981,000 in the first half of fiscal 2000 increased
16% over fiscal 1999 first half net sales of $109,473,000. Results of the Image
Group in fiscal 2000 include the operations of LSI Retail Graphics (acquired
April 1999; less than 2% of net sales in the first half of fiscal 2000). Results
of the Commercial/Industrial Lighting Group include the operations of LSI
MidWest Lighting (acquired January 1999; approximately 7% of net sales in fiscal
2000). Commercial/Industrial Lighting Group net sales increased 35% and Image
Group net sales increased 8% in the first half of fiscal 2000 as compared to the
prior year. The increase in the Commercial/Industrial Lighting Group net sales
resulted primarily from the inclusion of the results of LSI MidWest Lighting and
from increased sales of electrical wire harnesses. The increase in Image Group
net sales is attributed primarily to growth in the Company's menu board system
business and interior graphics, as well as to the inclusion of the results of
LSI Retail Graphics. The Company's exterior graphics sales volume and petroleum
lighting sales volume, both components of the Image Group, were down
approximately 6% and 2%, respectively, as compared to the prior year. Net sales
of the Image Group to the petroleum/convenience store market represented 38%
and 46% of net sales in the first half of fiscal 2000 and fiscal 1999,
respectively. While sales prices were increased, inflation did not have a
significant impact on sales in 2000 as competitive pricing pressures held price
increases to a minimum.
Gross profit of $42,842,000 increased 13% over last year's gross profit
of $37,993,000, and decreased as a percentage of net sales to 33.7% in fiscal
year 2000 as compared to 34.7% in the prior year. The increase in amount of
gross profit is due primarily to the 16% increase in net sales. The decrease in
gross profit percentage is primarily related to lower margins from the lighting
business that was acquired at the beginning of the second half of fiscal 1999.
Selling and administrative expenses increased to $25,403,000 from $24,333,000
primarily as a result of the addition of the acquired businesses, partially
offset by reduced costs in the areas of bad debt provision, warranty costs,
incentive compensation, and selling costs of a product line that experienced a
significant increase in net sales. As a percentage of net sales, selling and
administrative expenses were at 20.0% in fiscal 2000 as compared to 22.2% in the
prior year.
The Company reported net interest income of $336,000 in the first half
of fiscal 2000 as compared to net interest income of $212,000 in the first half
of fiscal 1999 primarily reflective of an increased amount of short-term cash
investments. The Company's effective tax rate increased to 38.1% in the first
half of fiscal 2000 as compared to 37.9% in fiscal 1999 primarily due to
increased provision of state and local income tax.
Net income of $11,003,000 increased 28% over $8,580,000 in the first
half of fiscal 1999. The increased net income resulted from increased gross
profit on higher net sales, and from the reporting of a larger amount of net
interest income in fiscal 2000 as compared to 1999, partially offset by
increased operating expenses and income taxes. Diluted earnings per share of
$1.07 increased 23% in the first half of fiscal 2000 from $0.87 per share in
fiscal 1999. The weighted average common shares outstanding for purposes of
computing diluted earnings per share increased 5% in the first half of fiscal
2000 to 10,315,000 shares from 9,864,000 shares in 1999 primarily as a result of
common shares issued to acquire businesses and the exercise of stock options
during the year.
Page 11
<PAGE> 12
See Note 2 to the accompanying consolidated financial statements for
discussion of certain recently issued accounting pronouncements and their
affect, if any, on the Company's future financial statements and/or disclosures.
LIQUIDITY AND CAPITAL RESOURCES
The Company considers its level of cash on hand, its current ratio and
its working capital levels to be its most important measures of short-term
liquidity. For long-term liquidity indicators, the Company believes its ratio of
long-term debt to equity and its historical levels of net cash flows from
operating activities to be the most important measures.
At December 31, 1999 the Company had working capital of $56.8 million,
compared to $49.6 million at June 30, 1999. The ratio of current assets to
current liabilities increased to 3.54 to 1 from 2.56 to 1. The increased working
capital is primarily attributed to increased cash and inventory, and decreased
accounts payable and accrued expenses, partially offset by a reduction in
accounts receivable.
The Company generated $9.1 million of cash from operating activities in
the first half of fiscal 2000 as compared to $7.3 million in the first half of
fiscal 1999. The increase in net cash flows from operating activities in the
first half of fiscal 2000 is primarily the net result of increased net income,
and a larger decrease in accounts receivable, partially offset by a larger
decrease in accounts payable and accrued expenses. As of December 31, 1999, the
Company's days sales outstanding were at approximately 54 days, level with the
June 30, 1999 statistic.
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
unsecured revolving lines of credit totaling $32 million, all of which was
available as of January 28, 2000. A $12 million line of credit expires in the
third quarter of fiscal 2001. The primary line of credit in the amount of $20
million is a three year committed credit facility expiring in fiscal 2002 with
an annual renewal in the fourth quarter of fiscal 2000. The Company believes
that the total of available lines of credit plus cash flows from operating
activities is adequate for the Company's fiscal 2000 operational and capital
expenditure needs. The Company is in compliance with all of its loan covenants.
Capital expenditures of $4.8 million in the first half of fiscal 2000 compare to
$1.3 million in the prior year's first half. Spending in fiscal year 2000 was
primarily related to capitalization of Company-wide enterprise resource planning
software and related implementation costs, expansion of the Company's Cincinnati
facilities, equipment, and tooling for new products. Capital expenditures
totaling approximately $8 million are planned for fiscal 2000, exclusive of
business acquisitions.
On January 24, 2000 the Board of Directors declared a cash dividend of
$0.08 per share (approximately $816,000) to be paid February 15, 2000 to
shareholders of record on February 8, 2000. Cash dividends paid in the first
half of fiscal 2000 totaled $2.3 million, a 24% increase over the $1.9 million
paid in the first half of fiscal 1999.
The Company encountered no serious problems with respect to year 2000
programming deficiencies. Systems and equipment critical to operation of the
business operated properly in calendar year 2000. No problems with major
suppliers or customers were encountered with respect to year 2000 programming
deficiencies.
Page 12
<PAGE> 13
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 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITYHOLDERS
- ----------------------------------------------------------
At the Company's Annual Meeting of Shareholders held November 11, 1999,
the following actions were taken by shareholders:
4.1 All persons nominated as Class A Directors were elected with the votes
for each person being:
Shares - Withheld Shares
Name Shares For Authority Abstained
---- ---------- --------- ---------
Michael J. Burke 9,252,291 32,688 None
Robert J. Ready 9,252,706 32,273 None
4.2 The selection of Arthur Andersen LLP as independent public
accountants for fiscal year 2000 was ratified by the following vote:
Shares For Shares Against Shares Abstained Broker Non-Votes
---------- -------------- ---------------- ----------------
9,273,783 5,527 5,669 None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
- ----------------------------------------
a) Exhibits
27 Financial Data Schedule
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.]
Page 13
<PAGE> 14
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)
February 3, 2000
Page 14
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION
EXTRACTED FROM FORM 10-Q FOR THE THREE MONTHS ENDED
DECEMBER 31, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000763532
<NAME> LSI INDUSTRIES INC.
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-2000
<PERIOD-START> JUL-01-1999
<PERIOD-END> DEC-31-1999
<EXCHANGE-RATE> 1
<CASH> 15,695
<SECURITIES> 0
<RECEIVABLES> 36,282
<ALLOWANCES> (1,027)
<INVENTORY> 25,700
<CURRENT-ASSETS> 79,190
<PP&E> 57,656
<DEPRECIATION> (22,273)
<TOTAL-ASSETS> 137,497
<CURRENT-LIABILITIES> 22,366
<BONDS> 1,638
0
0
<COMMON> 46,168
<OTHER-SE> 65,852
<TOTAL-LIABILITY-AND-EQUITY> 137,497
<SALES> 126,981
<TOTAL-REVENUES> 126,981
<CGS> 84,139
<TOTAL-COSTS> 25,403
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (336)
<INCOME-PRETAX> 17,775
<INCOME-TAX> 6,772
<INCOME-CONTINUING> 11,003
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 11,003
<EPS-BASIC> 1.08
<EPS-DILUTED> 1.07
</TABLE>
