UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13
or 15(d) of The Securities Act of 1934
Date of Report (Date of
earliest event reported): January 25, 2005
LSI INDUSTRIES INC.
|
|
(Exact name of Registrant as specified in its Charter)
|
Ohio
|
0-13375
|
31-0888951
|
(State or Other Jurisdiction
of Incorporation)
|
(Commission File Number)
|
(IRS Employer
Identification No.)
|
10000 Alliance Road, Cincinnati, Ohio
|
45242
|
|
(Address of Principal Executive Offices)
|
(Zip Code)
|
|
Registrant's telephone number, including area code
|
(513) 793-3200
|
|
|
(Former name or former address, if changed since last report.)
|
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):
|
|
[ ]
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
|
[ ]
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
|
[ ]
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
|
|
|
[ ]
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
|
Item 1.01.
Entry into a
Material Definitive Agreement
.
On January 25, 2005,
the Registrant entered into amended agreements with Robert J. Ready,
Chairman of the Board, President and Chief
Executive Officer, and James P. Sferra, Secretary; Executive Vice President -
Manufacturing; and Director. These agreements govern the respective
executive’s transition from full-time employment at such time as the
executive notifies the Registrant that the transition shall commence.
Item 2.02.
Results of Operations and Financial Condition
.
On January 26, 2005, the Registrant issued a press release announcing its financial results for the quarter
and six month periods ending December 31, 2004. A copy of the press release is furnished as Exhibit 99 to this
report and is incorporated herein by reference.
Item 9.01.
Financial Statements and Exhibits
.
|
|
Exhibit 10.1
|
Amended Agreement dated January 25, 2005 between LSI Industries Inc. and Robert J. Ready
|
|
|
Exhibit 10.2
|
Amended Agreement dated January 25, 2005 between LSI Industries Inc. and James P. Sferra
|
|
|
Exhibit 99
|
Press release dated January 26, 2005
|
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, hereunto duly authorized.
|
|
|
LSI INDUSTRIES INC.
BY: /s/Ronald S. Stowell
——————————————
Ronald S. Stowell
Vice President, Chief Financial Officer
and Treasurer
(Principal Accounting Officer)
|
January 26, 2005
Exhibit 10.1
AMENDED AGREEMENT
JANUARY 25, 2005
The
Agreement entered into September 3, 2003 between LSI INDUSTRIES INC. and ROBERT J. READY
is hereby amended in its entirety effective this 25th day of January, 2005 to read
hereafter as follows.
WHEREAS,
Ready has served as an officer of LSI and rendered faithful and competent services to it;
WHEREAS, LSI
and Ready desire to enter into an agreement to govern Ready’s transition from
fulltime employment; and
WHEREAS,
the Compensation Committee of LSI’s Board of Directors approved such an Agreement on
June 25, 2003 and this Amended Agreement on January 25, 2005;
NOW,
THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth,
the parties agree as follows:
1.
Ready’s transition from fulltime employment shall commence on the first day
of the next month after he notifies LSI that the transition shall commence.
Thereafter, for the next three years, Ready shall remain an active employee of
LSI and receive the same benefits furnished to LSI executives in his position.
As compensation for his continued employment, Ready shall be paid for his
services in each year at annual rates of 60%, 50% and 40%, respectively, of the
average of his last five full fiscal years’ compensation. Compensation for
these purposes shall consist of salary, auto and other allowances and bonuses.
Ready shall be available to advise and consult with LSI’s officers or
designated personnel at reasonable times during business hours on not less than
48 hours notice. Ready may fulfill these obligations by telephone or electronic
communication unless, in the reasonable opinion of the LSI officer requesting
the consultation, in-person service is requested. Ready shall not be required to
render these services for more than three days per week during the first year of
these provisions, an average of two and one-half days per week during the second
year and an average of two days per week during the third year, with these
provisions intended to approximate the percentage of salary that Ready will
receive as an employee pursuant to this Agreement. The performance of services
by Ready in any location other than greater Cincinnati must be agreed to by
Ready.
This
employment arrangement may be terminated by LSI after eighteen months performance from the
date of notice specified above and at any time by Ready. During the period of employment
covered by this provision and for a period of one year after the end of Ready’s
employment, Ready will not compete with LSI in any capacity in any area in which it
operates, except that this provision shall not prohibit him from acquiring 5% or less of
the outstanding common stock of any publicly-traded competitor. Ready shall keep
confidential all business information concerning LSI he possesses at the of the end of his
employment or he acquires during that period plus an additional three years.
2.
If Ready becomes disabled while employed by LSI, LSI will make monthly payments
to him for up to 50 months with the gross amount of each monthly payment equal
to 60% of the average salary and bonus received by him in the last five full
fiscal years, reduced by any Social Security payments to him. Payments shall be
reduced by the gross amount of any payments made to Ready through any group or
other disability insurance policy or program maintained by LSI. Disability shall
be defined as the inability to perform expected services as an employee as a
result of any injury or disease which was not intentionally self-inflicted and
which LSI determines causes Ready to be completely and indefinitely incapable of
performing his regular duties.
3.
LSI shall maintain health insurance benefits for Ready and his spouse and the
survivor of them during his employment and for a period of five years after the
end of his employment for any reason including, without limitation, retirement,
disability or death. This insurance shall be at levels comparable to LSI
executives in Ready’s position at the time of the end of his employment.
This program shall satisfy LSI’s obligation to provide continuation
coverage to Ready and his spouse under Section 4980B of the Internal Revenue
Code (COBRA). At the time Ready no longer serves as an employee, Medicare
insurance will become primary insurance coverage for Ready, and the health
insurance benefits provided by LSI shall become secondary coverage. This
secondary coverage shall provide such amount of benefit so as to bring
Ready’s total health insurance benefits provided to a level comparable to
LSI executives in Ready’s position at the time of the end of his
employment.
4.
If Ready dies while employed by LSI or while receiving the disability payments
referred to in Section 2 above, LSI shall pay $1 million to the designated
beneficiaries of Ready, or if none, to Ready’s estate, reduced by the gross
amount of any payments made as disability compensation pursuant to Section 2
above and also reduced by any other insurance proceeds on Ready’s life
received by Ready’s estate or beneficiaries from any policies of life
insurance maintained by LSI.
5.
Ready shall participate in the LSI Industries Inc. Retirement Plan during his
period of employment under this Agreement, subject to all requirements of that
Plan. Similarly, while employed by LSI, Ready shall participate in the LSI
Industries Inc. Non-Qualified Deferred Compensation Plan, subject to all
requirements of the Plan. When Ready’s hours of service fall below 1,000
during a Plan Year, Ready will cease to participate in the LSI Industries Inc.
Retirement Plan. When Ready is no longer an active participate of the LSI
Industries Inc. Retirement Plan, he similarly will no longer be offered
participation in the LSI Industries Inc. Non-Qualified Deferred Compensation
Plan.
6.
Ready or, after his death, his estate or heirs, shall have the right to cause
LSI, on three separate occasions, to register for public sale under the
Securities Act of 1933 those shares of LSI Common Stock beneficially owned by
him as of the date of this Agreement which may not at the time of request be
publicly sold without registration. This right to registration shall commence
with the execution of this Agreement and end five years after Ready’s
death. This registration right is conditioned upon LSI being able to utilize the
SEC’s short-form registration statement, Form S-3, or its equivalent. LSI
shall bear all costs of the registration except brokerage commissions which
shall be the responsibility of Ready.
7.
Ready shall be responsible for all taxes, including, without limitation,
federal, state or local taxes, related to any action taken by LSI pursuant to
this Agreement.
8.
This Agreement may not be amended or modified except by written instrument
signed by LSI and Ready.
9.
This Agreement shall be binding upon the parties hereto and their successors,
assigns, executors, administrators and beneficiaries.
10.
This Agreement shall be subject to and construed according to the laws of the
State of Ohio.
IN
WITNESS WHEREOF, LSI and Ready have executed this Amended Agreement on the date set forth
above.
|
|
|
LSI INDUSTRIES INC.
BY: /s/Robert J. Ready
——————————————
Robert J. Ready
|
Exhibit 10.2
AMENDED AGREEMENT
JANUARY 25, 2005
Agreement
entered into this 3rd day of September, 2003 between LSI INDUSTRIES INC. and JAMES P.
SFERRA is hereby amended in its entirety effective this 25th day of January, 2005 to read
hereafter as follows.
WHEREAS,
Sferra has served as an officer of LSI and rendered faithful and competent services to it;
WHEREAS, LSI
and Sferra desire to enter into an agreement to govern Sferra’s transition from
fulltime employment; and
WHEREAS,
the Compensation Committee of LSI’s Board of Directors approved such an Agreement on
June 25, 2003 and this Amended Agreement on January 25, 2005;
NOW,
THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth,
the parties agree as follows:
1.
Sferra’s transition from fulltime employment shall commence on the first
day of the next month after he notifies LSI that the transition shall commence.
Thereafter, for the next three years, Sferra shall remain an active employee of
LSI and receive the same benefits furnished to LSI executives in his position.
As compensation for his continued employment, Sferra shall be paid for his
services in each year at annual rates of 60%, 50% and 40%, respectively, of the
average of his last five full fiscal years’ compensation. Compensation for
these purposes shall consist of salary, auto and other allowances and bonuses.
Sferra shall be available to advise and consult with LSI’s officers or
designated personnel at reasonable times during business hours on not less than
48 hours notice. Sferra may fulfill these obligations by telephone or electronic
communication unless, in the reasonable opinion of the LSI officer requesting
the consultation, in-person service is requested. Sferra shall not be required
to render these services for more than three days per week during the first year
of these provisions, an average of two and one-half days per week during the
second year and an average of two days per week during the third year, with
these provisions intended to approximate the percentage of salary that Sferra
will receive as an employee pursuant to this Agreement. The performance of
services by Sferra in any location other than greater Cincinnati must be agreed
to by Sferra.
This
employment arrangement may be terminated by LSI after eighteen months performance from the
date of notice specified above and at any time by Sferra. During the period of employment
covered by this provision and for a period of one year after the end of Sferra’s
employment, Sferra will not compete with LSI in any capacity in any area in which it
operates, except that this provision shall not prohibit him from acquiring 5% or less of
the outstanding common stock of any publicly-traded competitor. Sferra shall keep
confidential all business information concerning LSI he possesses at the of the end of his
employment or he acquires during that period plus an additional three years.
2.
If Sferra becomes disabled while employed by LSI, LSI will make monthly payments
to him for up to 50 months with the gross amount of each monthly payment equal
to 60% of the average salary and bonus received by him in the last five full
fiscal years, reduced by any Social Security payments to him. Payments shall be
reduced by the gross amount of any payments made to Sferra through any group or
other disability insurance policy or program maintained by LSI. Disability shall
be defined as the inability to perform expected services as an employee as a
result of any injury or disease which was not intentionally self-inflicted and
which LSI determines causes Sferra to be completely and indefinitely incapable
of performing his regular duties.
3.
LSI shall maintain health insurance benefits for Sferra and his spouse and the
survivor of them and his dependents, as the term “dependents” is
presently construed for the Company’s health benefit programs, during his
employment and for a period of ten years after the end of his employment for any
reason including, without limitation, retirement, disability or death. This
insurance shall be at levels comparable for executives in Sferra’s position
at the time of the end of employment. This program shall satisfy LSI’s
obligation to provide continuation coverage to Sferra and his spouse under
Section 4980B of the Internal Revenue Code (COBRA). At the time Sferra no longer
serves as an employee, Medicare insurance will become primary insurance coverage
for Sferra, and the health insurance benefits provided by LSI shall become
secondary coverage. This secondary coverage shall provide such amount of benefit
so as to bring Sferra’s total health insurance benefits provided to a level
comparable to LSI executives in Sferra’s position at the time of the end of
his employment.
4.
If Sferra dies while employed by LSI or while receiving the disability payments
referred to in Section 2 above, LSI shall pay $1 million to the designated
beneficiaries of Sferra, or if none, to Sferra’s estate, reduced by the
gross amount of any payments made as disability compensation pursuant to Section
2 above and also reduced by any other insurance proceeds on Sferra’s life
received by Sferra’s estate or beneficiaries from any policies of life
insurance maintained by LSI.
5.
Sferra shall participate in the LSI Industries Inc. Retirement Plan during his
period of employment under this Agreement, subject to all requirements of that
Plan. Similarly, while employed by LSI, Sferra shall participate in the LSI
Industries Inc. Non-Qualified Deferred Compensation Plan, subject to all
requirements of the Plan. When Sferra’s hours of service fall below 1,000
during a Plan Year, Sferra will cease to participate in the LSI Industries Inc.
Retirement Plan. When Sferra is no longer an active participate of the LSI
Industries Inc. Retirement Plan, he similarly will no longer be offered
participation in the LSI Industries Inc. Non-Qualified Deferred Compensation
Plan.
6.
Sferra or, after his death, his estate or heirs, shall have the right to cause
LSI, on three separate occasions, to register for public sale under the
Securities Act of 1933 those shares of LSI Common Stock beneficially owned by
him as of the date of this Agreement which may not at the time of request be
publicly sold without registration. This right to registration shall commence
with the execution of this Agreement and end five years after Sferra’s
death. This registration right is conditioned upon LSI being able to utilize the
SEC’s short-form registration statement, Form S-3, or its equivalent. LSI
shall bear all costs of the registration except brokerage commissions which
shall be the responsibility of Sferra.
7.
Sferra shall be responsible for all taxes, including, without limitation,
federal, state or local taxes, related to any action taken by LSI pursuant to
this Agreement.
8.
This Agreement may not be amended or modified except by written instrument
signed by LSI and Sferra.
9.
This Agreement shall be binding upon the parties hereto and their successors,
assigns, executors, administrators and beneficiaries.
10.
This Agreement shall be subject to and construed according to the laws of the
State of Ohio.
IN
WITNESS WHEREOF, LSI and Sferra have executed this Amended Agreement on the date set forth
above.
|
|
|
LSI INDUSTRIES INC.
BY: /s/James P. Sferra
——————————————
James P. Sferra
|
Exhibit 99
|
|
|
FOR IMMEDIATE RELEASE
DATE: JANUARY 26, 2005
|
CONTACT: BOB READY OR
RON STOWELL
(513) 793-3200
|
LSI
INDUSTRIES INC. REPORTS HIGHER OPERATING RESULTS
FOR THE SECOND QUARTER AND FIRST HALF
ENDED DECEMBER 31, 2004,
INCREASES
CASH DIVIDEND RATE, AND DECLARES HIGHER QUARTERLY CASH DIVIDEND
Cincinnati, January 26, 2005
– LSI Industries Inc. (Nasdaq:LYTS)
today reported operating results for the
second quarter and first half ended December 31, 2004.
Financial Highlights
(In thousands, except per share data; unaudited)
|
|
Three Months Ended
December 31
|
Six Months Ended
December 31
|
|
|
2004
|
2003
|
% Change
|
2004
|
2003
|
% Change
|
|
Net Sales
|
|
|
$
|
74,299
|
|
$
|
64,116
|
|
|
15.9%
|
|
$
|
142,634
|
|
$
|
123,215
|
|
|
15.8%
|
|
|
Operating Income
|
|
|
$
|
7,679
|
|
$
|
6,399
|
|
|
20.0%
|
|
$
|
13,004
|
|
$
|
10,603
|
|
|
22.6%
|
|
|
Net Income
|
|
|
$
|
4,792
|
|
$
|
4,006
|
|
|
19.6%
|
|
$
|
8,108
|
|
$
|
6,607
|
|
|
22.7%
|
|
|
Earnings Per Share (diluted)
|
|
|
$
|
0.24
|
|
$
|
0.20
|
|
|
20.0%
|
|
$
|
0.41
|
|
$
|
0.33
|
|
|
24.2%
|
|
|
|
12/31/04
|
6/30/04
|
|
|
Working Capital
|
|
|
$
|
69,727
|
|
$
|
64,724
|
|
|
|
|
|
Total Assets
|
|
|
$
|
175,390
|
|
$
|
174,732
|
|
|
|
|
|
Shareholders' Equity
|
|
|
$
|
134,317
|
|
$
|
128,863
|
|
|
|
|
Second Quarter 2005
Results
Net
sales in the second quarter of fiscal 2005 were $74.3 million, a 16% increase from last
year’s second quarter net sales of $64.1 million. Fiscal 2005 second quarter net
income of $4.8 million ($0.24 per share) increased 20% from the $4.0 million ($0.20 per
share) reported last year. Lighting Segment net sales increased 13% to $46.9 million, and
Graphics Segment net sales increased 22% to $27.4 million. Net sales to the petroleum /
convenience store market, the Company’s major market, represented 31% and 33% of
total net sales in the second quarter of fiscal years 2005 and 2004, respectively.
Earnings per share represent diluted earnings per share.
First Half 2005 Results
Net
sales in the first half of fiscal 2005 were $142.6 million, a 16% increase from last
year’s first half net sales of $123.2 million. Fiscal 2005 first half net income of
$8.1 million ($0.41 per share) increased 23% from the $6.6 million ($0.33 per share)
reported last year. Lighting Segment net sales increased 18% to $91.7 million, and
Graphics Segment net sales increased 12% to $50.9 million. Net sales to the
petroleum/convenience store market, the Company’s major market, represented 27% and
31% of total net sales in the first half of fiscal years 2005 and 2004, respectively.
Page
1 of 5
LSI Industries Inc.
Second Quarter Results
January 26, 2005
Regular Cash Dividend
Rate Increased
The
Board of Directors approved an increase in the regular quarterly cash dividend rate to
$0.10 per share effective with the dividend for the second quarter of fiscal 2005. The new
annual indicated dividend rate of $0.40 per share represents a 39% increase over the
fiscal 2004 annual rate of $0.288 per share. The Company has increased its regular cash
dividend rate twelve times since it established a regular cash dividend in fiscal year
1989. This most recent increase is in recognition of the Company’s strong cash flow
and management’s confidence in higher operating results in fiscal 2005.
Balance Sheet
The
balance sheet at December 31, 2004 included current assets of $99.4 million, current
liabilities of $29.7 million and working capital of $69.7 million. The current ratio was a
strong 3.35 to 1.0. Long-term debt obligations of $10.0 million compared to
shareholders’ equity of $134.3 million. The Company has borrowing capacity as of
December 31, 2004 of $40.0 million under its $50 million commercial bank facility. With
continued strong cash flow, a sound and conservatively capitalized balance sheet, and a
$50 million credit facility, LSI Industries’ financial condition is sound and capable
of supporting the Company’s planned growth.
Company Comments
Bob
Ready, President and Chief Executive Officer, stated, “Based on our solid increases
in sales and earnings for the second quarter and first half, as well as our confident
outlook for the second half, we moved to increase our annual cash dividend from the
current rate of $0.288 to $0.40 per share. This nearly 40% increase is consistent with our
cash dividend policy which calls for the annual indicated dividend rate to be set between
40% and 60% of the expected net income for the current fiscal year. The financial
community’s earnings estimate for fiscal 2005 is $0.66 per share and we are
comfortable with this figure based on year-to-date actual results and our outlook for the
balance of the year.
Mr. Ready continued, “Since establishing a regular cash dividend in 1989, we
have increased the indicated annual rate 12 times. We believe the concept of
total return which includes both cash dividends and stock price appreciation is
the appropriate measure for investors, but only if the sound financial condition
of the Company is not compromised. In this regard, LSI Industries has the
necessary strong balance sheet and cash flow to support dividend increases and
still fund the growth of the business consistent with maintaining a conservative
capital structure.”
Scott
Ready, President of LSI Lighting Solutions
Plus,
said, “During the most recent
quarter we continued the roll out of a major lighting upgrade program in our Petroleum
market utilizing our new Encore™ product line. Installations connected with this
program will take place through the current quarter. This project also involves various
graphics elements and demonstrates our ‘one-stop’ advantage to customers. We
also released to the petroleum market an improved Encore™ product which provides
further cost savings and installation efficiencies. Most important, we have been
successful in obtaining price increases in all markets to offset the recent price
increases in raw materials. These price increases were enacted during the latter part of
the second quarter and will begin impacting the current quarter. We continue to streamline
our internal operations with the addition of new efficient manufacturing equipment and an
enhanced customer service program. Our Commercial Industrial market agents are progressing
with additional product training, and are working toward established sales goals and
incentives as part of our performance oriented program. In addition, several new product
releases are scheduled for the current quarter to support this market. Although still not
profitable, our Lightron facility continues to make progress in reducing costs and
improving manufacturing efficiencies, and has recently increased product selling
prices.”
Page
2 of 5
LSI Industries Inc.
Second Quarter Results
January 26, 2005
David
McCauley, President of LSI Graphic Solutions
Plus,
commented, “Business was
very strong during the second quarter with higher margins resulting from a high level of
coordination among our five business units. We continue to develop new customers,
particularly in the retail area which is being aided by mergers and acquisitions and many
new consumer product offerings. We are one of the few suppliers capable of handling large
national roll-out programs on a timely and efficient basis. Given the strength our
business is experiencing, we are already in the early planning stages of increasing our
production capacity. Our broad line of product offerings includes menu board systems,
interior and exterior graphics, decorative fixturing, and new technologies with our
introduction of narrowcasting active displays. Our interior and exterior graphics
capabilities fit well with LSI’s lighting products. We expect continued strong growth
and will be increasing our marketing and advertising budgets to continue our growth.”
Bob
Ready also said, “Our ‘one-stop’ capabilities based on our core strategy of
‘Lighting + Graphics + Technology = Complete Image Solutions’ continues to
leverage our position with customers and is working well in the marketplace. Through our
LSI Lighting Solutions Plus and LSI Graphics Solutions Plus units, we continue to promote
and strengthen the “LSI” brand. We offer customers fully integrated lighting,
graphics, and technology products and services from design concept through engineering,
manufacturing, installation, and continuing support. Beginning with our conference call
scheduled for 3:00 p.m. EST on January 26, Scott Ready, our President of LSI Lighting
Solutions Plus, and David McCauley, the President of LSI Graphics Solutions Plus will
present information on their unit’s activities during the most recent quarter as well
as an outlook. Of course, I will provide comments on the overall direction of the Company
and Ron Stowell will present an operating overview and various financial metrics.
Henceforth, our quarterly conference calls will be in the listen only mode. We cordially
invite all shareholders and interested parties to attend our next conference call by
dialing 1-800-369-0944. Our future quarterly press releases will also include comments
from Scott and Dave regarding developments in lighting and graphics.”
Cash Dividend Policy
The
Company’s cash dividend policy is that the indicated annual dividend rate will be set
between 40% and 60% of the expected net income for the current fiscal year. Consideration
will also be given by the Board to special year-end cash or stock dividends. The
declaration and amount of any cash and stock dividends will be determined by the Board of
Directors in its discretion based upon its evaluation of earnings, cash flow requirements
and future business developments and opportunities, including acquisitions.
Cash Dividend Action
The
Board of Directors declared a regular cash dividend of $0.10 per share, payable February
15, 2005 to shareholders of record as of February 8, 2005. This quarterly dividend
currently represents an indicated annual rate of $0.40 per share.
Acquisitions
Carefully
selected acquisitions have long been an important part of LSI’s strategic growth
plans. We continue to seek out, screen and evaluate potential acquisitions that could add
to our lighting or graphics product lines or enhance our position in selected markets.
Although no definitive discussions or negotiations are presently underway, the
Company’s balance sheet and cash flow provide the financial platform for growth
through acquisitions.
Page 3 of 5
LSI Industries Inc.
Second Quarter Results
January 26, 2005
“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 “estimates,” “anticipates,” “projects,”
“plans,” “expects,” “intends,” “believes,”
“should” 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. 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.
About the Company
LSI
Industries is an integrated design, manufacturing and technology company supplying its own
high quality lighting fixtures, graphics elements and narrowcast digital messaging for
both exterior and interior applications. The Company’s Lighting Segment produces high
performance products dedicated to the outdoor, architectural outdoor, indoor,
architectural indoor and accent/downlight markets. The Graphics Segment provides a vast
array of graphic products (including illuminated and non-illuminated menu board systems),
design support, engineering and project management for custom programs for today’s
retail environment. LSI’s major markets are the petroleum / convenience store,
multi-site retail (including automobile dealerships, restaurants and national retail
accounts) and the commercial / industrial lighting markets. LSI employs approximately
1,700 people in sixteen facilities located in Ohio, California, Georgia, New York, North
Carolina, Kansas, Kentucky, Oregon, Rhode Island, Tennessee, Texas and Washington. The
Company’s common shares are traded on the Nasdaq National 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.
Page 4 of 5
LSI INDUSTRIES INC.
Condensed Income
Statements
(in thousands, except per
share data; unaudited)
|
|
Three Months Ended
December 31
|
Six Months Ended
December 31
|
|
|
2004
|
2003
|
2004
|
2003
|
|
Net sales
|
|
|
$
|
74,299
|
|
$
|
64,116
|
|
$
|
142,634
|
|
$
|
123,215
|
|
|
Cost of products sold
|
|
|
|
54,293
|
|
|
45,885
|
|
|
104,823
|
|
|
89,761
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
|
20,006
|
|
|
18,231
|
|
|
37,811
|
|
|
33,454
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling and administrative expenses
|
|
|
|
12,327
|
|
|
11,832
|
|
|
24,621
|
|
|
22,851
|
|
|
Goodwill Impairment
|
|
|
|
--
|
|
|
--
|
|
|
186
|
|
|
--
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
|
7,679
|
|
|
6,399
|
|
|
13,004
|
|
|
10,603
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense, net
|
|
|
|
72
|
|
|
43
|
|
|
134
|
|
|
118
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes
|
|
|
|
7,607
|
|
|
6,356
|
|
|
12,870
|
|
|
10,485
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense
|
|
|
|
2,815
|
|
|
2,350
|
|
|
4,762
|
|
|
3,878
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
$
|
4,792
|
|
$
|
4,006
|
|
$
|
8,108
|
|
$
|
6,607
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per common share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
$
|
0.24
|
|
$
|
0.20
|
|
$
|
0.41
|
|
$
|
0.34
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted
|
|
|
$
|
0.24
|
|
$
|
0.20
|
|
$
|
0.41
|
|
$
|
0.33
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
|
19,774
|
|
|
19,704
|
|
|
19,766
|
|
|
19,701
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted
|
|
|
|
20,047
|
|
|
20,033
|
|
|
20,016
|
|
|
20,002
|
|
|
|
|
|
|
|
|
|
|
|
Condensed Balance Sheets
(in thousands, unaudited)
|
|
December 31, 2004
|
June 30, 2004
|
|
Current Assets
|
|
|
$
|
99,394
|
|
$
|
97,123
|
|
|
Property, Plant and Equipment, net
|
|
|
|
52,987
|
|
|
54,152
|
|
|
Other Assets
|
|
|
|
23,009
|
|
|
23,457
|
|
|
|
|
|
|
|
|
|
|
|
$
|
175,390
|
|
$
|
174,732
|
|
|
|
|
|
|
|
|
Current Liabilities
|
|
|
$
|
29,667
|
|
$
|
32,399
|
|
|
Other Long-Term Liabilities
|
|
|
|
11,406
|
|
|
13,470
|
|
|
Shareholders' Equity
|
|
|
|
134,317
|
|
|
128,863
|
|
|
|
|
|
|
|
|
|
|
|
$
|
175,390
|
|
$
|
174,732
|
|
|
|
|
|
|
|
Page 5 of 5