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, 2000.
[ ] 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 May 1, 2000: 10,218,913
2
LSI INDUSTRIES INC.
FORM 10-Q
FOR THE QUARTER ENDED MARCH 31, 2000
INDEX
Begins on
Page
---------
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 6. Exhibits and Reports on Form 8-K................ 13
Signatures ................................................ 13
Page 2
3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
LSI INDUSTRIES INC.
CONSOLIDATED INCOME STATEMENTS
(Unaudited)
Three Months Ended Nine Months Ended
March 31 March 31
------------------------- -----------------------------
2000 1999 2000 1999
---- ---- ---- ----
(in thousands, except per share data)
Net sales $52,326 $53,408 $179,307 $162,881
Cost of products sold 35,002 36,399 119,141 107,879
------- ------- -------- --------
Gross profit 17,324 17,009 60,166 55,002
Selling and administrative expenses 12,455 12,109 37,858 36,442
------- ------- -------- --------
Operating income 4,869 4,900 22,308 18,560
Interest expense 15 61 135 115
Interest (income) (228) (116) (684) (382)
Other (income) expense 3 (5) 3 47
------- ------- -------- --------
Income before income taxes 5,079 4,960 22,854 18,780
Income tax expense 1,909 1,877 8,681 7,117
------- ------- -------- --------
Net income $ 3,170 $ 3,083 $ 14,173 $ 11,663
======= ======= ======== ========
Earnings per common share
Basic $ .31 $ .31 $ 1.39 $ 1.19
======= ======== ======== ========
Diluted $ .31 $ .30 $ 1.37 $ 1.17
======= ======== ======== ========
The accompanying Notes to Financial Statements are an integral part of these
financial statements.
Page 3
4
LSI INDUSTRIES INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
March 31, June 30,
2000 1999
--------- --------
(In thousands, except share amounts)
ASSETS
- ------
Current Assets
Cash and cash equivalents $ 19,076 $ 13,881
Accounts receivable 33,988 39,630
Inventories 25,360 25,261
Other current assets 3,354 2,687
-------- --------
Total current assets 81,778 81,459
Property, plant and equipment, net 35,695 32,985
Goodwill and other assets, net 22,752 23,270
-------- --------
$140,225 $137,714
======== ========
LIABILITIES & SHAREHOLDERS' EQUITY
- ----------------------------------
Current Liabilities
Notes payable to bank $ -- $ 379
Current maturities of long-term debt 197 196
Accounts payable 11,509 14,628
Accrued expenses 10,821 16,641
-------- --------
Total current liabilities 22,527 31,844
Long-Term Debt 1,555 1,705
Other Long-Term Liabilities 1,503 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 10,208,113 and 10,151,690
shares, respectively 46,434 45,588
Retained earnings 68,206 57,164
-------- --------
Total shareholders' equity 114,640 102,752
-------- --------
$140,225 $137,714
======== ========
The accompanying Notes to Financial Statements are an integral part of these
financial statements.
Page 4
5
LSI INDUSTRIES INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Nine Months Ended
March 31
-------------------------
2000 1999
---- ----
(In thousands)
Cash Flows from Operating Activities
Net income $14,173 $11,663
Non-cash items included in income
Depreciation and amortization 4,110 3,366
Deferred income taxes 90 90
Deferred compensation plan 323 188
Loss on disposition of fixed assets 3 47
Changes in operating assets and liabilities
Accounts receivable 5,642 2,410
Inventories (99) (286)
Accounts payable and other (9,524) (3,904)
Change in liability for discontinued operations (82) (97)
------- -------
Net cash flows from operating activities 14,636 13,477
------- -------
Cash Flows from Investing Activities
Purchase of property, plant and equipment (6,308) (3,069)
Proceeds from sale of fixed assets 3 3
Acquisition of businesses, net of cash received -- (6,059)
------- -------
Net cash flows from investing activities (6,305) (9,125)
------- -------
Cash Flows from Financing Activities
Decrease in notes payable to bank (379) --
Payment of long-term debt (149) (1,145)
Increase in long-term debt -- 569
Cash dividends paid (3,131) (2,542)
Purchase of treasury shares (335) (205)
Exercise of stock options 858 1,010
------- -------
Net cash flows from financing activities (3,136) (2,313)
------- -------
Increase (decrease) in cash and cash equivalents 5,195 2,039
Cash and cash equivalents at beginning of year 13,881 9,338
------- -------
Cash and cash equivalents at end of period $19,076 $11,377
======= =======
Supplemental Cash Flow Information
Interest paid $ 122 $ 125
Income taxes paid $11,060 $ 8,311
The accompanying Notes to Financial Statements are an integral part of these
financial statements.
Page 5
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, 2000, and the results of its operations and
its cash flows for the periods ended March 31, 2000 and 1999. 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 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 42% of net sales concentrated in this market in the three
months ended March 31, 2000, and 1999, respectively, and approximately
38% and 45% of net sales concentrated in this market in the nine months
ended March 31, 2000, and 1999, respectively.
Page 6
7
The following information is provided for the following periods:
Three Months Ended Nine Months Ended
March 31 March 31
---------------------- --------------------
2000 1999 2000 1999
---- ---- ---- -----
(In thousands)
NET SALES:
Image Group $ 34,275 $ 36,143 $119,503 $114,727
Commercial / Industrial Lighting Group 18,051 17,265 59,804 48,154
--------- --------- -------- --------
$ 52,326 $ 53,408 $179,307 $162,881
========= ========= ======== ========
OPERATING INCOME:
Image Group $ 3,505 $ 3,805 $ 16,249 $ 13,657
Commercial / Industrial Lighting Group 1,364 1,095 6,059 4,903
--------- --------- -------- --------
$ 4,869 $ 4,900 $ 22,308 $ 18,560
========= ========= ======== ========
CAPITAL EXPENDITURES:
Image Group $ 978 $ 1,566 $ 4,172 $ 2,334
Commercial / Industrial Lighting Group 523 209 2,136 735
--------- --------- -------- --------
$ 1,501 $ 1,775 $ 6,308 $ 3,069
========= ========= ======== ========
DEPRECIATION AND AMORTIZATION:
Image Group $ 899 $ 854 $ 2,760 $ 2,505
Commercial / Industrial Lighting Group 456 305 1,350 861
--------- --------- -------- --------
$ 1,355 $ 1,159 $ 4,110 $ 3,366
========= ========= ======== ========
March 31 June 30
---------------------- ----------------------
2000 1999 1999 1998
---- ---- ---- ----
IDENTIFIABLE ASSETS:
Image Group $ 79,887 $ 77,323 $ 86,011 $ 79,487
Commercial / Industrial Lighting Group 36,152 36,757 37,645 20,730
-------- -------- -------- --------
116,039 114,080 123,656 100,217
Corporate 24,186 12,204 14,058 10,099
-------- -------- -------- --------
$140,225 $126,284 $137,714 $110,316
======== ======== ======== ========
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, refundable income
taxes, and capitalized business operating software.
Page 7
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:
Three Months Ended Nine Months Ended
March 31 March 31
---------------------- --------------------
2000 1999 2000 1999
---- ---- ---- -----
BASIC EARNINGS PER SHARE
- ------------------------
Net income $ 3,170 $ 3,083 $14,173 $11,663
======= ======= ======= =======
Weighted average shares
outstanding during the period,
net of treasury shares 10,203 10,062 10,185 9,799
======= ======= ======= =======
Basic earnings per share $ .31 $ .31 $ 1.39 $ 1.19
======= ======= ======= =======
DILUTED EARNINGS PER SHARE
- --------------------------
Net income $ 3,170 $ 3,083 $14,173 $11,663
======= ======= ======= =======
Weighted average shares
outstanding during the period,
net of treasury shares 10,203 10,062 10,185 9,799
Effect of dilutive securities (A):
Impact of common shares to be
issued under stock option plans,
a deferred compensation plan
and contingently issuable shares 130 170 177 186
------- ------- ------- --------
Weighted average shares
outstanding (B) 10,333 10,232 10,362 9,985
======= ======= ======= =======
Diluted earnings per share $ .31 $ .30 $ 1.37 $ 1.17
======= ======= ======= =======
(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 50,515 common shares and 25,763 common shares
during the three month periods ended March 31, 2000 and 1999,
respectively, and 20,835 common shares and 10,745 common shares
during the nine month periods ended March 31, 2000 and 1999,
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
9
NOTE 5: INVENTORIES
Inventories consist of the following (in thousands):
March 31, 2000 June 30, 1999
-------------- -------------
Raw Materials $12,188 $12,485
Work-in-Process and
Finished Goods 13,172 12,776
-------- -------
$25,360 $25,261
======= =======
NOTE 6: CASH DIVIDENDS
The Company paid cash dividends of $3,131,000 and $2,542,000 in the
nine month periods ended March 31, 2000 and 1999, respectively. In
April 2000, the Company's Board of Directors declared an $0.08 per
share regular quarterly cash dividend ($817,000) payable on May 16,
2000 to shareholders of record May 9, 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 58,817 and
45,030 common shares were held in the Plan as of March 31, 2000 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 Nine Months Ended
March 31 March 31
---------------------- -------------------
2000 1999 2000 1999
---- ---- ---- -----
Image Group $34,275 $36,143 $119,503 $114,727
Commercial / Industrial
Lighting Group 18,051 17,265 59,804 48,154
------- ------- -------- --------
$52,326 $53,408 $179,307 $162,881
======= ======= ======== ========
Page 9
10
RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2000 COMPARED WITH THREE MONTHS
ENDED MARCH 31, 1999
Net sales of $52,326,000 in the third quarter of fiscal 2000 decreased
2% from fiscal 1999 third quarter net sales of $53,408,000. Results of the Image
Group in fiscal 2000 include the operations of LSI Retail Graphics (acquired
April 1999; approximately 1% of net sales in the third quarter of fiscal 2000).
Commercial / Industrial Lighting Group net sales increased 5% and Image Group
net sales decreased 5% in the third quarter of fiscal 2000 as compared to the
prior year. The increase in the Commercial / Industrial Lighting Group is
attributed to increased sales in substantially all markets. The decrease in
Image Group net sales is attributed primarily to softness in the petroleum /
convenience store market. The Company's graphics and petroleum lighting sales
volume, both components of the Image Group, were down approximately 4% and 13%,
respectively, as compared to the prior year. Third quarter net sales of the
Image Group to the petroleum / convenience store market represented 39% and 42%
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 $17,324,000 increased 2% over last year's gross profit
of $17,009,000, and increased as a percentage of net sales to 33.1% in fiscal
year 2000 as compared to 31.8% in the prior year. The increase in amount of
gross profit is due primarily to improved efficiencies and product mix,
partially offset by the 2% decrease in net sales. Selling and administrative
expenses increased to $12,455,000 from $12,109,000 primarily as a result of
increased marketing and sales expense. As a percentage of net sales, selling and
administrative expenses were at 23.8% in fiscal 2000 as compared to 22.7% in the
prior year.
The Company reported net interest income of $213,000 in the third
quarter of fiscal 2000 as compared to net interest income of $55,000 in the
third quarter of fiscal 1999 primarily reflective of an increased amount of
short-term cash investments at slightly increased rates of return. The Company's
effective tax rate decreased to 37.6% in the third quarter of fiscal 2000 as
compared to 37.8% in fiscal 1999 primarily due to state and local income tax
provisions.
Net income of $3,170,000 increased 3% over $3,083,000 in the third
quarter of fiscal 1999. The increased net income resulted from increased gross
profit on lower 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
$0.31 increased 3% in the third quarter of fiscal 2000 from $0.30 per share in
fiscal 1999. The weighted average common shares outstanding for purposes of
computing diluted earnings per share increased 1% in the third quarter of fiscal
2000 to 10,333,000 shares from 10,232,000 shares in 1999 primarily as a result
of common shares issued to acquire businesses and the exercise of stock options
during the year.
NINE MONTHS ENDED MARCH 31, 2000 COMPARED WITH NINE MONTHS ENDED MARCH 31, 1999
Net sales of $179,307,000 in the first nine months of fiscal 2000
increased 10% over fiscal 1999 nine month net sales of $162,881,000. 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 nine months of
fiscal 2000). Results of the Commercial / Industrial Lighting Group include the
operations of LSI MidWest Lighting (acquired January 1999; approximately 8% of
net sales in fiscal 2000). Commercial / Industrial Lighting Group net sales
increased 24% and
Page 10
11
Image Group net sales increased 4% in the first nine months 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 graphics sales
volume and petroleum lighting sales volume, both components of the Image Group,
were down approximately 4% and 6%, respectively, as compared to the prior year.
Net sales of the Image Group to the petroleum / convenience store market
represented 38% and 45% of net sales in the first nine months 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 $60,166,000 increased 9% over last year's gross profit
of $55,002,000, and decreased as a percentage of net sales to 33.6% in fiscal
year 2000 as compared to 33.8% in the prior year. The increase in amount of
gross profit is due primarily to the 10% 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 $37,858,000 from $36,442,000
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 21.1% in fiscal 2000 as compared to 22.4% in the
prior year.
The Company reported net interest income of $549,000 in the first nine
months of fiscal 2000 as compared to net interest income of $267,000 in the
first nine months of fiscal 1999 primarily reflective of an increased amount of
short-term cash investments at slightly increased rates of return. The Company's
effective tax rate increased to 38.0% in the first nine months 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 $14,173,000 increased 22% over $11,663,000 in the first
nine months 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
$1.37 increased 17% in the first nine months of fiscal 2000 from $1.17 per share
in fiscal 1999. The weighted average common shares outstanding for purposes of
computing diluted earnings per share increased 4% in the first nine months of
fiscal 2000 to 10,362,000 shares from 9,985,000 shares in 1999 primarily as a
result of common shares issued to acquire businesses and the exercise of stock
options during the year.
Certain recently issued accounting pronouncements may affect the
Company's future financial statements and / or disclosures. See Note 2 to the
accompanying consolidated financial statements for additional discussion.
LIQUIDITY AND CAPITAL RESOURCES
The Company considers its level of cash on hand, its current ratio and
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.
Page 11
12
At March 31, 2000 the Company had working capital of $59.3 million,
compared to $49.6 million at June 30, 1999. The ratio of current assets to
current liabilities increased to 3.63 to 1 from 2.56 to 1. The increased working
capital is primarily attributed to increased cash and other current assets, and
decreased accounts payable and accrued expenses, partially offset by a reduction
in accounts receivable.
The Company generated $14.6 million of cash from operating activities
in the first nine months of fiscal 2000 as compared to $13.5 million in the
first nine months of fiscal 1999. The increase in net cash flows from operating
activities in the first nine months of fiscal 2000 is primarily the net result
of increased net income, a larger decrease in accounts receivable, and increased
depreciation and amortization, partially offset by a larger decrease in accounts
payable and accrued expenses. As of March 31, 2000, the Company's days sales
outstanding were at approximately 58 days, increased from 54 days at June 30,
1999.
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 May 1, 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 $6.3 million in the first nine months of fiscal 2000 compare to
$3.1 million in the prior year's first nine months. 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 April 25, 2000 the Board of Directors declared a cash dividend of
$0.08 per share (approximately $817,000) to be paid May 16, 2000 to shareholders
of record on May 9, 2000. Cash dividends paid in the first nine months of fiscal
2000 totaled $3.1 million, a 23% increase over the $2.5 million paid in the
first nine months of fiscal 1999.
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.
Page 12
13
PART II. OTHER INFORMATION
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.]
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 4, 2000
Page 13