Ohio
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01-13375
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31-0888951
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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10000 Alliance Road, Cincinnati, Ohio
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45242
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(Address of Principal Executive Offices)
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(Zip Code)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Name
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Fiscal 2015
Cash Bonus
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Fiscal 2016 Base Salary
(effective 9/1/15)
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Dennis W. Wells
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$552,500
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$547,800
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President and Chief Executive Officer
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Ronald S. Stowell
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$77,581
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$392,753
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Vice President, Chief Financial Officer &
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Treasurer
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Shawn M. Toney
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$67,524
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$331,044
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President, and President of
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LSI Lighting Segment
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David W. McCauley
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$62,442
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$301,069
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President, LSI Graphics Segment
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and President, Grady McCauley Inc.
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Andrew J. Foerster
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$33,000
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$287,012
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Executive Vice President and
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Chief Technology Officer
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(a)
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Financial statements of business acquired. Not applicable.
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(b)
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Pro forma financial information. Not applicable.
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(c)
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Shell company transactions. Not applicable
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(d)
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Exhibits
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Exhibit No.
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Description
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99.1
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Press Release dated August 20, 2015, reporting LSI Industries Inc. operating results for the fourth quarter and fiscal year ended June 30, 2015.
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LSI INDUSTRIES INC.
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BY:/s/ Ronald S. Stowell
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Ronald S. Stowell
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Vice President, Chief Financial Officer and Treasurer
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(Principal Financial and Accounting Officer)
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August 21, 2015
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CONTACT: DENNIS WELLS or
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FOR IMMEDIATE RELEASE
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RON STOWELL
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DATE: AUGUST 20, 2015
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(513) 793-3200
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· | reported fourth quarter net sales of $76,073,000, an increase of 3% as compared to $73,858,000 in the same period of the prior fiscal year; |
· | reported fourth quarter net income of $1,643,000, or $0.07 per share, as compared to a net loss of $(796,000), or $(0.03) per share, for the same period of the prior fiscal year; |
· | reported fiscal year 2015 net sales of $307,857,000, an increase of 3% as compared to $299,463,000 in the prior fiscal year; |
· | reported fiscal year 2015 net income of $5,151,000, or $0.21 per share, an increase of 454% as compared to net income of $930,000, or $0.04 per share, for the prior fiscal year; |
· | declared a regular quarterly cash dividend of $0.03 per share payable September 8, 2015 to shareholders of record August 31, 2015, and increased the regular quarterly dividend rate to $0.04 per share for fiscal 2016; and |
· | reported the appointment of Dennis W. Wells, Chief Executive Officer and President, to the Board of Directors, effective immediately. |
Financial Highlights
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Three Months Ended
June 30
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Year Ended
June 30
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||||||||||||||||||||||
(In thousands, except per share data; unaudited)
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2015
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2014
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% Change
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2015
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2014
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% Change
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Net Sales
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$76,073
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$73,858
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3%
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$307,857
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$299,463
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3%
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||||||||||||
Operating Income (Loss) as reported
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$2,193
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$(1,086)
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n/m
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$7,533
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$2,318
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225%
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|||||||||||
Intangible asset impairment
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--
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805
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n/m
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--
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805
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n/m
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||||||||||||||||
Severance costs
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421
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--
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n/m
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1,083
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--
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n/m
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||||||||||||||||
Self-insured death benefit
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--
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--
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n/m
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1,000
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--
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n/m
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||||||||||||||||
(Loss) on sale of assets, net
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--
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--
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n/m
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222
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--
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n/m
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||||||||||||||||
Operating Income (Loss) as adjusted (a)
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$2,614
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$(281)
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n/m
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$9,838
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$3,123
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215%
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Financial Highlights (continued)
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Three Months Ended
June 30
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Year Ended
June 30
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||||||||||||||||||||||
(In thousands, except per share data; unaudited)
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2015
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2014
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% Change
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2015
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2014
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% Change
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||||||||||||||||||
Net Income (Loss) as reported
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$1,643
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$(796)
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n/m
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$5,151
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$930
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454%
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Net Income as adjusted
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$1,912
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$80
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n/m
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$6,719
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$1,806
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272%
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Earnings (loss) per share (diluted) as reported
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$0.07
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$(0.03)
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n/m
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$0.21
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$0.04
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425%
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Earnings (loss) per share
(diluted) as adjusted
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$0.08
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$ --
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n/m
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$0.27
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$0.07
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286%
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6/30/15
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6/30/14
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Working Capital
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$83,967
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$76,788
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Total Assets
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$182,379
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$169,888
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Long-Term Debt
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$ nil
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$ nil
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Shareholders' Equity
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$142,952
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$138,412
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(a)
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The Company incurred net pre-tax severance costs of $421,000 and $1,083,000 in the fourth quarter and full year periods of fiscal 2015, respectively. Additionally, the Company recorded a $1,000,000 self-insured death benefit expense in the third quarter of fiscal 2015 related to the Company's former Chairman and Chief Executive Officer. The Company also sold a manufacturing facility as well as a subsidiary in the first quarter of fiscal 2015, both of which netted to a pre-tax net loss of $222,000. The Company incurred a pre-tax intangible asset impairment loss of $805,000 in the fourth quarter of fiscal 2014. Operating income (loss), net income (loss), and earnings (loss) per share (diluted) before severance costs, self-insured death benefit expense, sale of assets, intangible asset impairment expense, state tax code change, and tax effect of the utilization of a long-term capital loss are Non-GAAP financial measures (see pages 4 and 5).
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(in thousands, except per share data; unaudited)
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Fourth Quarter
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|||||||||||||||
FY 2015
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Diluted EPS
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FY 2014
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Diluted EPS
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|||||||||||||
Reconciliation of net income (loss) to adjusted net income (loss):
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Net income (loss) and earnings (loss) per share as reported
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$1,643
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$0.07
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$(796
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)
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$(0.03
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)
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Adjustment for net severance costs, inclusive of the income tax effect
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269
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0.01
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--
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--
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Adjustment for a state tax code change
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--
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--
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362
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0.01
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Adjustment for intangible asset impairments, inclusive of the income tax effect
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--
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--
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514
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0.02
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Adjusted net income and earnings per share
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$1,912
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$0.08
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$80
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$ --
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(in thousands, except per share data; unaudited)
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Twelve Month Period
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FY 2015
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Diluted EPS
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FY 2014
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Diluted EPS
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|||||||||||||
Reconciliation of net income to adjusted net income:
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Net income and earnings per share as reported
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$5,151
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$0.21
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$930
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$0.04
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Adjustment for a state tax code change
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--
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--
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362
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0.01
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||||||||||||
Adjustment for intangible asset impairments, inclusive of the income tax effect
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--
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--
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514
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0.02
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||||||||||||
Adjustment for severance costs, inclusive of the income tax effect
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691
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0.03
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--
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--
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||||||||||||
Adjustment for self-insured death benefit expense, inclusive of the income tax effect
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637
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0.03
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--
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--
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Adjustment for the gain on the sale of a manufacturing facility, inclusive of the income tax effect
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(224
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)
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(0.01
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)
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--
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--
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Adjustment for the loss on sale of a subsidiary
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565
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0.02
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--
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--
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Income tax effect of utilization of a long-term capital loss
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(101
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)
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--
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--
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--
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Adjusted net income and earnings per share
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$6,719
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$0.27
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$1,806
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$0.07
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Condensed Consolidated Statements of Operations
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Three Months Ended June 30
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Twelve Months Ended June 30
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||||||||||||||
(in thousands, except per share data; unaudited)
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2015
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2014
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2015
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2014
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||||||||||||
Net sales
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$76,073
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$73,858
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$307,857
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$299,463
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Cost of products and services sold
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57,092
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58,154
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233,408
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234,165
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||||||||||||
Gross profit
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18,981
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15,704
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74,449
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65,298
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Selling and administrative expenses
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16,788
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16,790
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66,916
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62,980
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||||||||||||
Operating Income (loss)
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2,193
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(1,086
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)
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7,533
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2,318
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|||||||||||
Interest expense, net
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2
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10
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19
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51
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||||||||||||
Income (loss) before income taxes
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2,191
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(1,096
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)
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7,514
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2,267
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|||||||||||
Income tax expense
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548
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(300
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)
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2,363
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1,337
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|||||||||||
Net income (loss)
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$1,643
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$(796
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)
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$5,151
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$930
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Income (loss) per common share
|
||||||||||||||||
Basic
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$0.07
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$(0.03
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)
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$0.21
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$0.04
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Diluted
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$0.07
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$(0.03
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)
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$0.21
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$0.04
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Weighted average common shares outstanding
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||||||||||||||||
Basic
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24,571
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24,424
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24,496
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24,388
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||||||||||||
Diluted
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24,969
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24,424
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24,638
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24,546
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Condensed Consolidated Balance Sheets
|
||||||||
(in thousands, unaudited)
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June 30, 2015
|
June 30, 2014
|
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Current Assets
|
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$120,814
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$106,077
|
||||
Property, Plant and Equipment, net
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43,188
|
44,282
|
||||||
Other Assets
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18,377
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19,529
|
||||||
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$182,379
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$169,888
|
|||||
Current Liabilities
|
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$36,847
|
|
$29,289
|
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Long-Term Debt
|
--
|
--
|
||||||
Other Long-Term Liabilities
|
2,580
|
2,187
|
||||||
Shareholders' Equity
|
142,952
|
138,412
|
||||||
|
$182,379
|
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$169,888
|
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