Exhibit 99
| | CONTACT: | BOB READY OR |
| FOR IMMEDIATE RELEASE | | RON STOWELL |
| DATE: SEPTEMBER 15, 2008 | | (513) 793-3200 |
LSI INDUSTRIES INC. MAKES A SETTLEMENT OFFER
IN MENU BOARD PATENT LITIGATION AND,
ACCORDINGLY, REVISES DOWNWARD FISCAL 2008 OPERATING RESULTS
Cincinnati, OH; September 15, 2008 – LSI Industries Inc. (Nasdaq:LYTS) today:
| · | reported that the Company made an offer to settle the menu board patent litigation that has been ongoing for the past ten years. If the plaintiffs accept this settlement offer, the Company would pay $2.8 million ($1.7 million net of tax) for a full and complete settlement of alleged patent infringement; |
| · | revised downward fourth quarter fiscal 2008 net income to record the loss contingency for the $2.8 million ($1.7 million after tax) settlement offer related to the menu board patent litigation. The fourth quarter net loss is revised to $26,495,000, which includes a $28,929,000 impairment of goodwill and intangible assets ($23,606,000 net of income taxes). Excluding the impact of the impairment of goodwill and intangible assets and the loss contingency related to the menu board patent litigation, the diluted loss per share would have been $(0.05) per share in the fourth quarter of fiscal 2008; and |
| · | revised downward fiscal year 2008 net income to record the loss contingency for the $2.8 million ($1.7 million after tax) settlement offer related to the menu board patent litigation. The fiscal 2008 net loss is revised to $13,722,000, which includes a $28,929,000 impairment of goodwill and intangible assets ($23,606,000 net of income taxes). Excluding the impact of the impairment of goodwill and intangible assets and the loss contingency related to the menu board patent litigation, the diluted earnings per share would have been $0.53 per share in fiscal 2008. |
Company Comments
Robert J. Ready, President and Chief Executive Officer, commented, “We have been involved in patent litigation over the past ten long years for alleged infringement in previous designs of some of our menu boards. After winning the claims construction hearing and obtaining summary judgment in our favor in the lower court, the plaintiffs were successful in overturning portions of the lower court ruling on appeal thereby sending us back to the lower courts to litigate the matter further. Both LSI and the two plaintiffs desire to avoid the management time and expense involved in a trial if a mutually agreeable settlement can be reached. The plaintiffs approached us last month with a serious desire to settle this matter as soon as possible. Ultimately, following these discussions we made a settlement offer whereby LSI would pay the plaintiffs $2.8 million to put this matter completely behind us. While we are not admitting to any patent infringement, we believe settling this matter would be in the best long-term interest of LSI.”
LSI Industries Inc. Makes a Settlement Offer
September 15, 2008
Financial Summary
(In thousands, except per
share data; unaudited)
| | | Three Months Ended June 30 | | | | |
| | | 2008 as Previously Reported | | | | | | | | | 2008 as Previously Reported | | | | | | | |
| Net Sales | | $ | 66,443 | | | $ | 66,443 | | | $ | 93,823 | | | $ | 305,286 | | | $ | 305,286 | | | $ | 337,453 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Operating Income (Loss) | | $ | (29,105 | ) | | $ | (31,905 | ) | | $ | 10,377 | | | $ | (9,144 | ) | | $ | (11,944 | ) | | $ | 32,550 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Net Income (Loss) | | $ | (24,754 | ) | | $ | (26,495 | ) | | $ | 6,961 | | | $ | (11,981 | ) | | $ | (13,722 | ) | | $ | 20,789 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Earnings (Loss) Per Share (diluted) | | $ | (1.14 | ) | | $ | (1.22 | ) | | $ | 0.32 | | | $ | (0.55 | ) | | $ | (0.63 | ) | | $ | 0.95 | |
| | | | | | | |
| Working Capital | | $ | 72,863 | | | $ | 68,397 | |
| Total Assets | | $ | 183,540 | | | $ | 233,612 | |
| Long-Term Debt | | $ | -- | | | $ | -- | |
| Shareholders’ Equity | | $ | 148,516 | | | $ | 176,061 | |
Balance Sheet
The balance sheet at June 30, 2008 included current assets of $104.3 million, current liabilities of $31.4 million and working capital of $72.9 million. The current ratio was 3.32 to 1. The Company has shareholders’ equity of $148.5 million, no long-term debt, and has borrowing capacity on its commercial bank facilities as of June 30, 2008 of $57 million. With continued strong cash flow, a sound and conservatively capitalized balance sheet, and $57 million in credit facilities, LSI Industries’ financial condition is sound and capable of supporting the Company’s planned growth, including acquisitions.
Non-GAAP Financial Measures
This press release includes adjustments to the GAAP net loss for the three months and year ended June 30, 2008. Adjusted net income and earnings per share, which excludes the impact of the impairment of goodwill and intangible assets, and the loss contingency related to the menu board patent litigation is a non-GAAP financial measure. We believe that it is useful as a supplemental measure in assessing the operating performance of our business. This measure is used by our management, including our chief operating decision maker, to evaluate business results. We exclude the goodwill and intangible asset impairment and the loss contingency because they are not representative of the ongoing results of operations of our business. Below is a reconciliation of this non-GAAP measure to net loss for the periods indicated.
LSI Industries Inc. Makes a Settlement Offer
September 15, 2008
| | | Fourth Quarter Fiscal 2008 | | | | |
| | | | | | | | | | | | | |
| | | (in thousands) | | | | | | (in thousands) | | | | |
| Reconciliation of net loss to adjusted net income (loss): | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| Net loss and net loss per share | | $ | (26,495 | ) | | $ | (1.22 | ) | | $ | (13,722 | ) | | $ | (0.63 | ) |
| | | | | | | | | | | | | | | | | |
| Adjustment for goodwill and intangible asset impairment charge, net of taxes | | | 23,606 | | | | 1.08 | | | | 23,606 | | | | 1.08 | |
| | | | | | | | | | | | | | | | | |
| Adjustment for the loss contingency related to the menu board patent litigation, net of taxes | | | 1,741 | | | | 0.08 | | | | 1,741 | | | | 0.08 | |
| | | | | | | | | | | | | | | | | |
| Adjusted net income (loss) and earnings (loss) per share | | $ | (1,148 | ) | | $ | (0.05 | ) | | $ | 11,625 | | | $ | 0.53 | |
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995:
This document contains certain forward-looking statements that are subject to numerous assumptions, risks or uncertainties. The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements. Forward-looking statements may be identified by words such as ”guidance,” “forecasts,” “estimates,” “anticipates,” “projects,” “plans,” “expects,” “intends,” “believes,” “seeks,” “may,” “will,” “should” or the negative versions of those words and similar expressions, and by the context in which they are used. Such statements are based upon current expectations of the Company and speak only as of the date made. Actual results could differ materially from those contained in or implied by such forward-looking statements as a result of a variety of risks and uncertainties. These risks and uncertainties include, but are not limited to, the impact of competitive products and services, product demand and market acceptance risks, reliance on key customers, financial difficulties experienced by customers, the adequacy of reserves and allowances for doubtful accounts, fluctuations in operating results or costs, unexpected difficulties in integrating acquired businesses, and the ability to retain key employees of acquired businesses. These risks and uncertainities also include, but are not limited to, those described in Part I, “Item IA. Risk Factors” and elsewhere in this report and those described from time to time in our future reports filed with the Securities and Exchange Commission. The Company undertakes no obligation to publicly revise or update any forward-looking statements, whether as a result of new information, future events or circumstances.
About the Company
LSI Industries is an Image Solutions company, dedicated to advancing solid-state LED technology in lighting and graphics applications. We combine integrated technology, design, and manufacturing to supply high quality, environmentally friendly lighting fixtures and graphics elements for commercial, retail and specialty niche market applications. LSI is a U.S. manufacturer and is expanding its product offering to the international markets.
LSI Industries Inc. Makes a Settlement Offer
September 15, 2008
Building upon its success with the Crossover® LED canopy fixture, LSI’s Lighting Segment is committed to producing affordable, high performance, energy efficient lighting products, including solid-state LED light fixtures, for indoor and outdoor use. The Graphics Segment designs, produces, markets and manages a wide array of custom indoor and outdoor graphics programs including signage, menu board systems, decorative fixturing, LED displays and digital signage, and large format billboard and sports screens using solid-state LED technology. In addition, we provide design support, engineering, installation
and project management for custom rollout programs for today’s retail environment. The Company’s technology R&D operation located in Montreal, Canada designs, produces and supports high performance light engines and large format billboard, sports and entertainment video screens using solid-state LED technology.
LSI’s major markets are the commercial / industrial lighting, petroleum / convenience store, multi-site retail (including automobile dealerships, restaurants and national retail accounts), sports and entertainment markets. LSI employs approximately 1,500 people in fourteen facilities located in Ohio, California, New York, North Carolina, Kansas, Kentucky, Rhode Island, Tennessee, Texas and Montreal, Canada. The Company’s common shares are traded on the NASDAQ Global Select Market under the symbol LYTS.
For further information, contact either Bob Ready, Chief Executive Officer and President, or Ron Stowell, Vice President, Chief Financial Officer, and Treasurer at (513) 793-3200.
Additional note: Today’s news release, along with past releases from LSI Industries, is available on the Company’s internet site at www.lsi-industries.com or by email or fax, by calling the Investor Relations Department at (513) 793-3200.
LSI Industries Inc. Makes a Settlement Offer
September 15, 2008
Condensed Statements of Operations
(in thousands, except per
share data; unaudited)
| | | Three Months Ended June 30 | | | Fiscal Year Ended June 30 | |
| | | 2008 | | | 2007 | | | 2008 | | | 2007 | |
| Net sales | | $ | 66,443 | | | $ | 93,823 | | | $ | 305,286 | | | $ | 337,453 | |
| Cost of products sold | | | 51,208 | | | | 68,434 | | | | 224,859 | | | | 248,274 | |
| Gross profit | | | 15,235 | | | | 25,389 | | | | 80,427 | | | | 89,179 | |
| | | | | | | | | | | | | | | | | |
| Selling and administrative expenses | | | 15,411 | | | | 15,012 | | | | 60,642 | | | | 57,219 | |
| | | | | | | | | | | | | | | | | |
| Loss contingency | | | 2,800 | | | | -- | | | | 2,800 | | | | (590 | ) |
| | | | | | | | | | | | | | | | | |
| Goodwill and intangible asset impairment | | | 28,929 | | | | -- | | | | 28,929 | | | | -- | |
| | | | | | | | | | | | | | | | | |
| Operating income (loss) | | | (31,905 | ) | | | 10,377 | | | | (11,944 | ) | | | 32,550 | |
| | | | | | | | | | | | | | | | | |
| Interest (income) expense, net | | | (16 | ) | | | (68 | ) | | | (279 | ) | | | 823 | |
| | | | | | | | | | | | | | | | | |
| Income (loss) before income taxes | | | (31,889 | ) | | | 10,445 | | | | (11,665 | ) | | | 31,727 | |
| | | | | | | | | | | | | | | | | |
| Income tax expense (credit) | | | (5,394 | ) | | | 3,484 | | | | 2,057 | | | | 10,938 | |
| | | | | | | | | | | | | | | | | |
| Net income (loss) | | $ | (26,495 | ) | | $ | 6,961 | | | $ | (13,722 | ) | | $ | 20,789 | |
| | | | | | | | | | | | | | | | | |
| Earnings (loss) per common share | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| Basic | | $ | (1.22 | ) | | $ | 0.32 | | | $ | (0.63 | ) | | $ | 0.96 | |
| Diluted | | $ | (1.22 | ) | | $ | 0.32 | | | $ | (0.63 | ) | | $ | 0.95 | |
| | | | | | | | | | | | | | | | | |
| Weighted average common shares outstanding | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| Basic | | | 21,797 | | | | 21,695 | | | | 21,764 | | | | 21,676 | |
| Diluted | | | 21,797 | | | | 21,918 | | | | 21,764 | | | | 21,924 | |
Condensed Balance Sheets
(in thousands, unaudited)
| | | | | | | |
| Current Assets | | $ | 104,303 | | | $ | 123,358 | |
| Property, Plant and Equipment, net | | | 44,754 | | | | 47,558 | |
| Other Assets | | | 34,483 | | | | 62,696 | |
| | | $ | 183,540 | | | $ | 233,612 | |
| | | | | | | | | |
| Current Liabilities | | $ | 31,440 | | | $ | 54,961 | |
| Long-Term Debt | | | -- | | | | -- | |
| Other Long-Term Liabilities | | | 3,584 | | | | 2,590 | |
| Shareholders’ Equity | | | 148,516 | | | | 176,061 | |
| | | $ | 183,540 | | | $ | 233,612 | |
