-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, D0BrMM0wL0MsACeeGfj0pmMIJ4XVYuMImvbrt4tevxiquPyLgYe13LQrGH4ikyg6 7z8AYwn+fPGVobY9Upalgg== 0000950152-00-000615.txt : 20000208 0000950152-00-000615.hdr.sgml : 20000208 ACCESSION NUMBER: 0000950152-00-000615 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000207 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LSI INDUSTRIES INC CENTRAL INDEX KEY: 0000763532 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC LIGHTING & WIRING EQUIPMENT [3640] IRS NUMBER: 310888951 STATE OF INCORPORATION: OH FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-13375 FILM NUMBER: 525191 BUSINESS ADDRESS: STREET 1: 10000 ALLIANCE RD STREET 2: P O BOX 42728 CITY: CINCINNATI STATE: OH ZIP: 45242 BUSINESS PHONE: 5135796411 MAIL ADDRESS: STREET 1: 10000 ALLIANCE RD STREET 2: P O BOX 42728 CITY: CINCINNATI STATE: OH ZIP: 45242 FORMER COMPANY: FORMER CONFORMED NAME: LSI LIGHTING SYSTEMS INC DATE OF NAME CHANGE: 19891121 10-Q 1 LSI INDUSTRIES, INC. FORM 10-Q 1 ----------------------- FORM 10-Q OMB APPROVAL --------- ----------------------- OMB Number: 3235 SECURITIES AND EXCHANGE COMMISSION 0145 ---------------------------------- ----------------------- Expires: November WASHINGTON, D.C. 20549 30, 1999 ---------------------- ----------------------- Estimated average burden hours per response. . . 14.9 ----------------------- 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 2 LSI INDUSTRIES INC. ------------------- FORM 10-Q --------- FOR THE QUARTER ENDED DECEMBER 31, 1999 --------------------------------------- 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 4. Submission of Matters to a Vote of Securityholders................ 13 ITEM 6. Exhibits and Reports on Form 8-K.................................. 13 Signatures .................................................................. 14
Page 2 3 PART I. FINANCIAL INFORMATION ----------------------------- ITEM 1. FINANCIAL STATEMENTS - -----------------------------
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) ---- ---- ---- ---- 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 ========== ========== ========= =========
The accompanying Notes to Financial Statements are an integral part of these financial statements. Page 3 4 LSI INDUSTRIES INC. CONSOLIDATED BALANCE SHEETS (Unaudited)
(In thousands, except share amounts) December 31, June 30, 1999 1999 ------------ -------- ASSETS - ------ 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 ======== ========
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)
(In thousands) Six Months Ended December 31 ------------------------------ 1999 1998 ---- ---- 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
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 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 7 The following information is provided for the following periods:
Three Months Ended Six Months Ended December 31 December 31 ---------------------- ---------------------- 1999 1998 1999 1998 ---- ---- ---- ---- (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 ======== ======== ======== ========
December 31 June 30 ---------------------- ---------------------- 1999 1998 1999 1998 ---- ---- ---- ---- 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 ======== ======== ======== ========
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 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 Six Months Ended December 31 December 31 -------------------- -------------------- 1999 1998 1999 1998 ---- ---- ---- ---- 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 ======= ======= ======= =======
(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 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 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 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 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 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 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 EX-27 2 EXHIBIT 27
5 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. 0000763532 LSI INDUSTRIES INC. 1,000 U.S. DOLLARS 6-MOS JUN-30-2000 JUL-01-1999 DEC-31-1999 1 15,695 0 36,282 (1,027) 25,700 79,190 57,656 (22,273) 137,497 22,366 1,638 0 0 46,168 65,852 137,497 126,981 126,981 84,139 25,403 0 0 (336) 17,775 6,772 11,003 0 0 0 11,003 1.08 1.07
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