Form 10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 |
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2010.
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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 (or
for such shorter period that the registrant was required to file such reports) and (2) has been
subject to such filing requirements for the past 90 days.
YES þ NO o
Indicate by checkmark whether the registrant has submitted electronically and posted on its
corporate web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period
that the registrant was required to submit and post such files). YES o NO o
Indicate by checkmark whether the Registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer or a smaller reporting company. See the definitions of large
accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act.
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Large accelerated filer o
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Accelerated filer þ
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Non-accelerated filer o
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Smaller reporting company o |
Indicate by checkmark whether the Registrant is a shell company (as defined in Rule 12b-2 of
the Exchange Act). Yes o No þ
As of April 22, 2010 there were 24,048,163 shares of the Registrants common stock
outstanding.
LSI INDUSTRIES INC.
FORM 10-Q
FOR THE QUARTER ENDED MARCH 31, 2010
INDEX
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
This Form 10-Q 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, seeks, may, will, should or the negative versions of those words
and similar expressions, and by the context in which they are used. Such statements, whether
expressed or implied, are based upon current expectations of the Company and speak only as of
the date made. Actual results could differ materially from those contained in or implied by
such forward-looking statements as a result of a variety of risks and uncertainties. These
risks and uncertainties include, but are not limited to, the impact of competitive products and
services, product demand and market acceptance risks, potential costs associated with litigation
and regulatory compliance, reliance on key customers, financial difficulties experienced by
customers, the cyclical and seasonal nature of our business, the adequacy of reserves and
allowances for doubtful accounts, fluctuations in operating results or costs, unexpected
difficulties in integrating acquired businesses, the ability to retain key employees of acquired
businesses, unfavorable economic and market conditions, the results of asset impairment
assessments and the other risk factors that are identified herein. In addition to the factors
described in this paragraph, the risk factors identified in our Form 10-K and other filings the
Company may make with the SEC constitute risks and uncertainties that may affect the financial
performance of the Company and are incorporated herein by reference. The Company has no
obligation to update any forward-looking statements to reflect subsequent events or
circumstances.
Page 2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
LSI INDUSTRIES INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
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Three Months Ended |
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Nine Months Ended |
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March 31 |
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March 31 |
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(in thousands, except per share data) |
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2010 |
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2009 |
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2010 |
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2009 |
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Net sales |
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$ |
53,466 |
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$ |
46,989 |
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$ |
190,516 |
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$ |
183,614 |
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Cost of products and services sold |
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43,954 |
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38,215 |
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148,107 |
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143,404 |
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Loss on sale of a subsidiary |
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639 |
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639 |
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Total cost of products and services sold |
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44,593 |
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38,215 |
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148,746 |
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143,404 |
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Gross profit |
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8,873 |
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8,774 |
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41,770 |
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40,210 |
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Selling and administrative expenses |
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12,687 |
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11,612 |
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40,154 |
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39,589 |
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Goodwill impairment |
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957 |
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14,207 |
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Operating income (loss) |
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(3,814 |
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(3,795 |
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1,616 |
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(13,586 |
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Interest (income) |
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(4 |
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(18 |
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(11 |
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(101 |
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Interest expense |
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37 |
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12 |
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110 |
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99 |
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Income (loss) before income taxes |
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(3,847 |
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(3,789 |
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1,517 |
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(13,584 |
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Income tax expense (benefit) |
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(1,315 |
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(1,322 |
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820 |
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(427 |
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Net income (loss) |
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$ |
(2,532 |
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$ |
(2,467 |
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$ |
697 |
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$ |
(13,157 |
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Earnings (loss) per common share (see Note 5) |
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Basic |
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$ |
(0.10 |
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$ |
(0.11 |
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$ |
0.03 |
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$ |
(0.60 |
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Diluted |
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$ |
(0.10 |
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$ |
(0.11 |
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$ |
0.03 |
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$ |
(0.60 |
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Weighted average common shares
outstanding |
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Basic |
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24,277 |
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21,801 |
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24,078 |
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21,799 |
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Diluted |
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24,277 |
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21,801 |
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24,085 |
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21,799 |
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The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these
financial statements.
Page 3
LSI INDUSTRIES INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
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March 31, |
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June 30, |
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(In thousands, except share amounts) |
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2010 |
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2009 |
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ASSETS |
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Current Assets |
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Cash and cash equivalents |
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$ |
15,629 |
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$ |
13,986 |
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Accounts and notes receivable, net |
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28,904 |
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29,681 |
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Inventories |
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41,015 |
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40,196 |
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Refundable income taxes |
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3,125 |
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3,619 |
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Other current assets |
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5,113 |
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4,635 |
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Total current assets |
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93,786 |
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92,117 |
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Property, Plant and Equipment, net |
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44,661 |
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42,043 |
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Goodwill |
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10,766 |
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1,558 |
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Other Intangible Assets, net |
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15,903 |
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12,981 |
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Other Assets |
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2,190 |
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4,419 |
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TOTAL ASSETS |
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$ |
167,306 |
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$ |
153,118 |
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LIABILITIES & SHAREHOLDERS EQUITY |
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Current Liabilities |
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Current portion, long-term debt |
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$ |
31 |
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$ |
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Accounts payable |
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10,163 |
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9,249 |
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Accrued expenses |
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9,857 |
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10,368 |
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Total current liabilities |
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20,051 |
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19,617 |
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Long-Term Debt |
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1,108 |
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Other Long-Term Liabilities |
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3,019 |
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3,028 |
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Commitments and contingencies (Note 12) |
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Shareholders Equity |
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Preferred shares, without par value; |
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Authorized 1,000,000 shares; none issued |
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Common shares, without par value; |
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Authorized 40,000,000 shares; |
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Outstanding 24,045,502 and 21,579,741
shares, respectively |
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98,397 |
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82,833 |
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Retained earnings |
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44,731 |
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47,640 |
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Total shareholders equity |
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143,128 |
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130,473 |
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TOTAL LIABILITIES & SHAREHOLDERS EQUITY |
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$ |
167,306 |
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$ |
153,118 |
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The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these
financial statements.
Page 4
LSI INDUSTRIES INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
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Nine Months Ended |
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March 31 |
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(In thousands) |
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2010 |
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2009 |
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Cash Flows from Operating Activities |
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Net income (loss) |
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$ |
697 |
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$ |
(13,157 |
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Non-cash items included in net income (loss) |
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Depreciation and amortization |
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5,903 |
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5,896 |
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Loss on sale of a subsidiary |
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639 |
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Goodwill impairment |
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14,207 |
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Deferred income taxes |
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(27 |
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(779 |
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Deferred compensation plan |
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5 |
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48 |
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Stock option expense |
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1,102 |
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908 |
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Issuance of common shares as compensation |
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36 |
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31 |
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Loss on disposition of fixed assets |
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28 |
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5 |
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Allowance for doubtful accounts |
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(124 |
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(27 |
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Inventory obsolescence reserve |
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300 |
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165 |
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Changes in certain assets and liabilities, net of acquisition |
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Accounts and notes receivable |
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2,581 |
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8,776 |
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Inventories |
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1,769 |
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10,973 |
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Accounts payable and other |
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48 |
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(12,532 |
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Customer prepayments |
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(709 |
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(1,123 |
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Net cash flows from operating activities |
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12,248 |
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13,391 |
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Cash Flows from Investing Activities |
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Purchases of property, plant and equipment |
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(4,572 |
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(1,156 |
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Proceeds from sale of fixed assets |
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505 |
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2 |
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Acquisition of business, net of cash received |
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(675 |
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Net cash flows (used in) investing activities |
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(4,742 |
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(1,154 |
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Cash Flows from Financing Activities |
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Payment of long-term debt |
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(2,230 |
) |
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(1,282 |
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Proceeds from issuance of long-term debt |
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1,282 |
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Cash dividends paid |
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(3,606 |
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(5,393 |
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Purchase of treasury shares |
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(102 |
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(175 |
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Issuance of treasury shares |
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75 |
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52 |
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Net cash flows (used in) financing activities |
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(5,863 |
) |
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(5,516 |
) |
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Increase in cash and cash equivalents |
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1,643 |
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|
6,721 |
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Cash and cash equivalents at beginning of year |
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13,986 |
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|
6,992 |
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Cash and cash equivalents at end of period |
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$ |
15,629 |
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$ |
13,713 |
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Supplemental Cash Flow Information |
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Interest paid |
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$ |
109 |
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$ |
58 |
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Income taxes paid |
|
$ |
455 |
|
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$ |
377 |
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Issuance of common shares as compensation |
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$ |
36 |
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$ |
31 |
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Issuance of common shares for acquisition |
|
$ |
14,448 |
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|
$ |
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|
The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these
financial statements.
Page 5
LSI INDUSTRIES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1: INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The interim condensed consolidated financial statements are unaudited and
are prepared in accordance with accounting principles generally accepted in
the United States of America for interim financial information, and 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 Companys financial position as of March 31, 2010, the results of its
operations for the three and nine month periods ended March 31, 2010 and
2009, and its cash flows for the nine month periods ended March 31, 2010 and
2009. These statements should be read in conjunction with the financial
statements and footnotes included in the fiscal 2009 annual report.
Financial information as of June 30, 2009 has been derived from the
Companys audited consolidated financial statements.
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Consolidation:
The consolidated financial statements include the accounts of LSI Industries Inc. (an Ohio
corporation) and its subsidiaries, all of which are wholly owned. All intercompany
transactions and balances have been eliminated in consolidation.
Revenue Recognition:
Revenue is recognized when title to goods and risk of loss have passed to the customer,
there is persuasive evidence of a purchase arrangement, delivery has occurred or services
have been rendered, and collectibility is reasonably assured. Revenue is typically
recognized at time of shipment. In certain arrangements with customers, as is the case with
the sale of some of our solid-state LED (light emitting diode) video screens, revenue is
recognized upon customer acceptance of the video screen at the job site. Sales are recorded
net of estimated returns, rebates and discounts. Amounts received from customers prior to
the recognition of revenue are accounted for as customer pre-payments and are included in
accrued expenses.
The Company has four sources of revenue: revenue from product sales; revenue from
installation of products; service revenue generated from providing integrated design,
project and construction management, site engineering and site permitting; and revenue from
shipping and handling.
Product revenue is recognized on product-only orders upon passing of title and risk of loss,
generally at time of shipment. However, product revenue related to orders where the
customer requires the Company to install the product is recognized when the product is
installed. Other than normal product warranties or the possibility of
installation or post-shipment service, support and maintenance of certain solid state LED
video screens, billboards, or active digital signage, the Company has no post-shipment
responsibilities.
Page 6
Installation revenue is recognized when the products have been fully installed. The Company
is not always responsible for installation of products it sells and has no post-installation
responsibilities, other than normal warranties.
Service revenue from integrated design, project and construction management, and site
permitting is recognized when all products have been installed at each individual retail
site of the customer on a proportional performance basis.
Shipping and handling revenue coincides with the recognition of revenue from sale of the
product.
The Company evaluates the appropriateness of revenue recognition in accordance with
Accounting Standards Codification (ASC) Subtopic 605-25, Revenue Recognition:
Multiple-Element Arrangements, and ASC Subtopic 985-605, Software: Revenue Recognition.
Our solid-state LED video screens, billboards and active digital signage contain software
elements which the Company has determined are incidental and excluded from the scope of ASC
Subtopic 985-605.
Credit and Collections:
The Company maintains allowances for doubtful accounts receivable for probable estimated
losses resulting from either customer disputes or the inability of its customers to make
required payments. If the financial condition of the Companys customers were to
deteriorate, resulting in their inability to make the required payments, the Company may be
required to record additional allowances or charges against income. The Company determines
its allowance for doubtful accounts by first considering all known collectibility problems
of customers accounts, and then applying certain percentages against the various aging
categories based on the due date of the remaining receivables. The resulting allowance for
doubtful accounts receivable is an estimate based upon the Companys knowledge of its
business and customer base, and historical trends. The Company also establishes allowances,
at the time revenue is recognized, for returns, discounts, pricing and other possible
customer deductions. These allowances are based upon historical trends.
The following table presents the Companys net accounts and notes receivable at the dates
indicated.
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
|
June 30, |
|
(In thousands) |
|
2010 |
|
|
2009 |
|
|
|
|
|
|
|
|
|
|
Accounts and notes receivable |
|
$ |
29,321 |
|
|
$ |
30,213 |
|
less Allowance for doubtful accounts |
|
|
(417 |
) |
|
|
(532 |
) |
|
|
|
|
|
|
|
Accounts and notes receivable, net |
|
$ |
28,904 |
|
|
$ |
29,681 |
|
|
|
|
|
|
|
|
Cash and Cash Equivalents:
The cash balance includes cash and cash equivalents which have original maturities of less
than three months. At March 31, 2010 and June 30, 2009, there were no bank balances in
excess of FDIC insurance limits.
Page 7
Inventories:
Inventories are stated at the lower of cost or market. Cost is determined on the first-in,
first-out basis.
Property, Plant and Equipment and Related Depreciation:
Property, plant and equipment are stated at cost. Major additions and betterments are
capitalized while maintenance and repairs are expensed. For financial reporting purposes,
depreciation is computed on the straight-line method over the estimated useful lives of the
assets as follows:
|
|
|
Buildings
|
|
28 40 years |
Machinery and equipment
|
|
3 10 years |
Computer software
|
|
3 8 years |
Costs related to the purchase, internal development, and implementation of the Companys
fully integrated enterprise resource planning/business operating software system are either
capitalized or expensed in accordance with ASC Subtopic 350-40, Intangibles Goodwill and
Other: Internal-Use Software. Leasehold improvements are depreciated over the shorter of
fifteen years or the remaining term of the lease.
The following table presents the Companys property, plant and equipment at the dates
indicated.
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
|
June 30, |
|
(In thousands) |
|
2010 |
|
|
2009 |
|
|
|
|
|
|
|
|
|
|
Property, plant and equipment, at cost |
|
$ |
108,207 |
|
|
$ |
103,280 |
|
less Accumulated depreciation |
|
|
(63,546 |
) |
|
|
(61,237 |
) |
|
|
|
|
|
|
|
Property, plant and equipment, net |
|
$ |
44,661 |
|
|
$ |
42,043 |
|
|
|
|
|
|
|
|
The Company recorded $1,327,000 and $1,401,000 of depreciation expense in the third quarter
of fiscal 2010 and 2009, respectively, and $3,995,000 and $4,338,000 of depreciation expense
in the first nine months of fiscal 2010 and 2009, respectively.
Intangible Assets:
Intangible assets consisting of customer relationships, trade names and trademarks, patents,
technology and software, and non-compete agreements are recorded on the Companys balance
sheet. The definite-lived intangible assets are being amortized to expense over periods
ranging between two and twenty years. The Company periodically evaluates definite-lived
intangible assets for permanent impairment. Neither indefinite-lived intangible assets nor
the excess of cost over fair value of assets acquired (goodwill) are amortized, however
they are subject to review for impairment. See additional information about goodwill and
intangibles in Note 7.
Fair Value of Financial Instruments:
The Company has financial instruments consisting primarily of cash and cash equivalents,
revolving lines of credit, and long-term debt. The fair value of these financial
instruments approximates carrying value because of their short-term maturity and/or
variable, market-driven interest rates. The Company has no financial instruments with
off-balance sheet risk.
Page 8
Product Warranties:
The Company offers a limited warranty that its products are free of defects in workmanship
and materials. The specific terms and conditions vary somewhat by product line, but
generally cover defective product returned within one to five years from the date of
shipment. The Company records warranty liabilities to cover the estimated future costs for
repair or replacement of defective returned products as well as products that need to be
repaired or replaced in the field after installation. The Company calculates its liability
for warranty claims by applying estimates to cover unknown claims, as well as estimating the
total amount to be incurred for known warranty issues. The Company periodically assesses
the adequacy of its recorded warranty liabilities and adjusts the amounts as necessary.
Changes in the Companys warranty liabilities, which are included in accrued expenses in the
accompanying consolidated balance sheets, during the periods indicated below were as
follows:
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended |
|
|
Twelve Months Ended |
|
|
|
March 31, |
|
|
June 30, |
|
(In thousands) |
|
2010 |
|
|
2009 |
|
|
|
|
|
|
|
|
|
|
Balance at beginning of the period |
|
$ |
223 |
|
|
$ |
257 |
|
Additions charged to expense |
|
|
1,135 |
|
|
|
557 |
|
Addition from acquisition |
|
|
5 |
|
|
|
|
|
Deductions for repairs and replacements |
|
|
(974 |
) |
|
|
(591 |
) |
|
|
|
|
|
|
|
Balance at end of the period |
|
$ |
389 |
|
|
$ |
223 |
|
|
|
|
|
|
|
|
Research and Development Costs:
Research and development expenses are costs directly attributable to new product
development, including the development of new technology for both existing and new products,
and consist of salaries, payroll taxes, employee benefits, materials, supplies, depreciation
and other administrative costs. All costs are expensed as incurred and are classified as
operating expenses. The Company follows the requirements of ASC Subtopic 985-20, Software:
Costs of Software to be Sold, Leased, or Marketed, by expensing as research and development
all costs associated with development of software used in solid-state LED products.
Research and development costs incurred related to both product and software development
totaled $1,209,000 and $962,000 for the three month periods ended March 31, 2010 and 2009,
respectively, and $3,662,000 and $3,028,000 for the nine month periods ended March 31, 2010
and 2009, respectively.
Earnings Per Common Share:
The computation of basic earnings per common share is based on the weighted average common
shares outstanding for the period net of treasury shares held in the Companys non-qualified
deferred compensation plan. The computation of diluted earnings per share is based on the
weighted average common shares outstanding for the period and includes common share
equivalents. Common share equivalents include the dilutive effect of stock options,
contingently issuable shares and common shares to be issued under a deferred compensation
plan, all of which totaled 233,000 shares and 229,000 shares for the three months ended
March 31, 2010 and 2009, respectively, and 240,000 shares and 225,000 shares for the nine
months ended March 31, 2010 and 2009, respectively. See also Note 5.
Page 9
New Accounting Pronouncements
In February 2010, the Financial Accounting Standards Board issued ASU 2010-09, Subsequent
Events (Topic 855): Amendments to Certain Recognition and Disclosure Requirements. The
amendments in the ASU remove the requirement for an SEC filer to disclose a date through
which subsequent events have been evaluated in both issued and revised financial statements.
The amended guidance was effective on February 24, 2010, the issuance date of the ASU. The
Company adopted this ASU during the three months ended March 31, 2010.
In February 2010, the Financial Accounting Standards Board issued ASU 2010-06, Fair Value
Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value
Measurements. The ASU amends the disclosure requirements related to Fair Value Measurements
and Disclosures Overall Subtopic (Subtopic 820-10) of the FASB Accounting Standards
Codification, originally issued as FASB Statement No. 157, Fair Value Measurements. The
intent of the amended guidance is improved disclosure and increased transparency related to
Fair Value Measurement in financial reporting. This amended guidance is effective for
interim and annual periods beginning after December 15, 2009, except for the disaggregation
requirement for the reconciliation disclosure of Level 3 measurements, which is effective
for fiscal years beginning after December 15, 2010 and for interim periods within those
years. The Company adopted the new guidance during the three months ended March 31, 2010
and there was no impact on the Companys consolidated results of operations, cash flows or
financial position.
Comprehensive Income:
The Company does not have any comprehensive income items other than net income.
Subsequent Events:
The Company has evaluated subsequent events for potential recognition and disclosure for the
quarter ended March 31, 2010.
Use of Estimates:
The preparation of the financial statements in conformity with accounting principles
generally accepted in the United States of America requires the Company to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
NOTE 3: MAJOR CUSTOMER CONCENTRATIONS
The Companys Lighting Segment and Graphics Segment net sales to 7-Eleven, Inc. represented
approximately $7,254,000 or 14%, and $33,055,000 or 17% of consolidated net sales in the
three and nine months ended March 31, 2010, respectively. There were no concentrations of
net sales for the three or nine months ended March 31, 2009. There was no concentration of
accounts receivable at March 31, 2010 or 2009.
Page 10
NOTE 4: BUSINESS SEGMENT INFORMATION
Accounting Standards Codification Topic 280, Segment Reporting, establishes standards for
reporting information regarding operating segments in annual financial statements and
requires selected information of those segments to be presented in interim financial
statements. Operating segments are identified as components of an enterprise for which
separate discrete financial information is available for evaluation by the chief operating
decision maker (the Companys President and Chief Executive Officer) in making decisions on
how to allocate resources and assess performance. While the Company has thirteen operating
segments, it has only four reportable operating business segments (Lighting, Graphics,
Technology, and Electronic Components) and an All Other Category.
The Lighting Segment includes outdoor, indoor, and landscape lighting that has been
fabricated and assembled for the commercial, industrial and multi-site retail lighting
markets, including the petroleum/convenience store market. The Lighting Segment includes the
operations of LSI Ohio Operations, LSI Metal Fabrication, LSI MidWest Lighting, LSI Lightron
and LSI Greenlee Lighting. These operations have been integrated, have similar economic
characteristics and meet the other requirements for aggregation in segment reporting.
The Graphics Segment designs, manufactures and installs exterior and interior visual image
elements related to image programs, solid state LED digital advertising billboards, and
solid state LED digital sports video screens. These products are used in visual image
programs in several markets, including the petroleum/convenience store market, multi-site
retail operations, sports and advertising. The Graphics Segment includes the operations of
Grady McCauley, LSI Retail Graphics and LSI Integrated Graphic Systems, which have been
aggregated as such facilities manufacture two-dimensional graphics with the use of screen
and digital printing, fabricate three-dimensional structural graphics sold in the multi-site
retail and petroleum/convenience store markets, and exhibit each of the similar economic
characteristics and meet the other requirements for aggregation in segment reporting.
The Technology Segment designs and produces high-performance light engines, large format
video screens using solid-state LED technology, and certain specialty LED lighting. The
primary markets served with LED video screens are the entertainment market, outdoor
advertising billboard and sports markets not served by our Graphics Segment. The Technology
Segment includes the operations of LSI Saco Technologies.
The Electronic Components Segment designs, engineers and manufactures custom designed
electronic circuit boards, assemblies and sub-assemblies used in various applications
including the control of solid-state LED lighting. Capabilities of this Segment also have
applications in the Companys other LED product lines such as digital scoreboards,
advertising ribbon boards and billboards. The Electronic Components Segment includes the
operations of LSI ADL Technology, which was acquired by the Company on July 22, 2009. See
further discussion in Note 13.
The All Other Category includes the Companys operating segments that do not meet the
aggregation criteria, nor the criteria to be a separate reportable segment. Operations of
LSI Images (menu board systems) and LSI Adapt (surveying, permitting and installation
management services related to products of the Graphics Segment) are combined in the All
Other Category. Operations of LSI Marcole (electrical wire harnesses) are included in the
All Other Category, although this business was sold in
March 2010. Additionally, the Companys Corporate Administration expense is included in the
All Other Category.
Page 11
Summarized financial information for the Companys reportable business segments for the
three and nine month periods ended March 31, 2010 and 2009, and as of March 31, 2010 and
June 30, 2009 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
|
|
March 31 |
|
|
March 31 |
|
(In thousands) |
|
2010 |
|
|
2009 |
|
|
2010 |
|
|
2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lighting Segment |
|
$ |
35,458 |
|
|
$ |
33,562 |
|
|
$ |
118,787 |
|
|
$ |
126,489 |
|
Graphics Segment |
|
|
10,900 |
|
|
|
11,327 |
|
|
|
52,321 |
|
|
|
46,354 |
|
Technology Segment |
|
|
1,282 |
|
|
|
439 |
|
|
|
2,578 |
|
|
|
4,429 |
|
Electronic Components Segment |
|
|
4,014 |
|
|
|
|
|
|
|
11,661 |
|
|
|
|
|
All Other Category |
|
|
1,812 |
|
|
|
1,661 |
|
|
|
5,169 |
|
|
|
6,342 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
53,466 |
|
|
$ |
46,989 |
|
|
$ |
190,516 |
|
|
$ |
183,614 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lighting Segment |
|
$ |
(71 |
) |
|
$ |
(209 |
) |
|
$ |
6,648 |
|
|
$ |
(5,691 |
) |
Graphics Segment |
|
|
(896 |
) |
|
|
72 |
|
|
|
2,629 |
|
|
|
1,742 |
|
Technology Segment |
|
|
(37 |
) |
|
|
(187 |
) |
|
|
74 |
|
|
|
185 |
|
Electronic Components Segment |
|
|
657 |
|
|
|
|
|
|
|
1,462 |
|
|
|
|
|
All Other Category |
|
|
(3,467 |
) |
|
|
(3,471 |
) |
|
|
(9,197 |
) |
|
|
(9,822 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
(3,814 |
) |
|
$ |
(3,795 |
) |
|
$ |
1,616 |
|
|
$ |
(13,586 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lighting Segment |
|
$ |
549 |
|
|
$ |
145 |
|
|
$ |
1,654 |
|
|
$ |
878 |
|
Graphics Segment |
|
|
1,607 |
|
|
|
117 |
|
|
|
1,963 |
|
|
|
213 |
|
Technology Segment |
|
|
|
|
|
|
7 |
|
|
|
10 |
|
|
|
25 |
|
Electronic Components Segment |
|
|
53 |
|
|
|
|
|
|
|
537 |
|
|
|
|
|
All Other Category |
|
|
83 |
|
|
|
(1 |
) |
|
|
408 |
|
|
|
40 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
2,292 |
|
|
$ |
268 |
|
|
$ |
4,572 |
|
|
$ |
1,156 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lighting Segment |
|
$ |
793 |
|
|
$ |
862 |
|
|
$ |
2,398 |
|
|
$ |
2,624 |
|
Graphics Segment |
|
|
263 |
|
|
|
309 |
|
|
|
790 |
|
|
|
976 |
|
Technology Segment |
|
|
71 |
|
|
|
111 |
|
|
|
251 |
|
|
|
332 |
|
Electronic Components Segment |
|
|
234 |
|
|
|
|
|
|
|
617 |
|
|
|
|
|
All Other Category |
|
|
614 |
|
|
|
638 |
|
|
|
1,847 |
|
|
|
1,964 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
1,975 |
|
|
$ |
1,920 |
|
|
$ |
5,903 |
|
|
$ |
5,896 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
|
June 30, |
|
|
|
2010 |
|
|
2009 |
|
Identifiable assets: |
|
|
|
|
|
|
|
|
Lighting Segment |
|
$ |
72,845 |
|
|
$ |
72,222 |
|
Graphics Segment |
|
|
30,922 |
|
|
|
32,280 |
|
Technology Segment |
|
|
12,677 |
|
|
|
12,317 |
|
Electronic Components Segment |
|
|
22,721 |
|
|
|
|
|
All Other Category |
|
|
28,141 |
|
|
|
36,299 |
|
|
|
|
|
|
|
|
|
|
$ |
167,306 |
|
|
$ |
153,118 |
|
|
|
|
|
|
|
|
Page 12
Segment net sales represent sales to external customers. Intersegment revenues, which were eliminated in consolidation, were
as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
|
|
March 31 |
|
|
March 31 |
|
(In thousands) |
|
2010 |
|
|
2009 |
|
|
2010 |
|
|
2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lighting Segment intersegment
net sales |
|
$ |
575 |
|
|
$ |
1,092 |
|
|
$ |
5,674 |
|
|
$ |
5,131 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Graphics Segment intersegment
net sales |
|
$ |
175 |
|
|
$ |
168 |
|
|
$ |
707 |
|
|
$ |
916 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Technology Segment intersegment
net sales |
|
$ |
49 |
|
|
$ |
85 |
|
|
$ |
3,356 |
|
|
$ |
3,801 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Electronic Components Segment
intersegment net sales |
|
$ |
1,275 |
|
|
$ |
|
|
|
$ |
3,978 |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All Other Category intersegment
net sales |
|
$ |
1,015 |
|
|
$ |
473 |
|
|
$ |
2,514 |
|
|
$ |
3,425 |
|
Segment operating income, which is used in managements evaluation of segment performance,
represents net sales less all operating expenses including impairment of goodwill and
intangible assets, but excluding interest expense and interest income.
Identifiable assets are those assets used by each segment in its operations. Corporate
assets, which consist primarily of cash and cash equivalents, refundable income taxes and
certain intangible assets are included in the All Other Category.
The Company considers its geographic areas to be: 1) the United States, and 2) Canada. The
majority of the Companys operations are in the United States; one operation is in Canada.
The geographic distribution of the Companys net sales and long-lived assets are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
|
|
March 31 |
|
|
March 31 |
|
(In thousands) |
|
2010 |
|
|
2009 |
|
|
2010 |
|
|
2009 |
|
Net sales (a): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States |
|
$ |
52,184 |
|
|
$ |
46,550 |
|
|
$ |
187,938 |
|
|
$ |
179,185 |
|
Canada |
|
|
1,282 |
|
|
|
439 |
|
|
|
2,578 |
|
|
|
4,429 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
53,466 |
|
|
$ |
46,989 |
|
|
$ |
190,516 |
|
|
$ |
183,614 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
|
June 30, |
|
|
|
2010 |
|
|
2009 |
|
Long-lived assets (b): |
|
|
|
|
|
|
|
|
United States |
|
$ |
46,454 |
|
|
$ |
45,898 |
|
Canada |
|
|
397 |
|
|
|
564 |
|
|
|
|
|
|
|
|
|
|
$ |
46,851 |
|
|
$ |
46,462 |
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
Net sales are attributed to geographic areas based upon the location of the operation making
the sale. |
|
(b) |
|
Long-lived assets includes: property, plant and equipment, net; and other long term assets.
Goodwill and intangible assets are not included in long-lived assets. |
Page 13
NOTE 5: EARNINGS PER COMMON SHARE
The following table presents the amounts used to compute basic and
diluted earnings (loss) per common share, as well as the effect of dilutive
potential common shares on weighted average shares outstanding (in thousands,
except per share data):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
|
|
March 31 |
|
|
March 31 |
|
|
|
2010 |
|
|
2009 |
|
|
2010 |
|
|
2009 |
|
BASIC EARNINGS (LOSS) PER SHARE |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
(2,532 |
) |
|
$ |
(2,467 |
) |
|
$ |
697 |
|
|
$ |
(13,157 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding
during the period, net
of treasury shares (a) |
|
|
24,044 |
|
|
|
21,572 |
|
|
|
23,845 |
|
|
|
21,574 |
|
Weighted average shares outstanding
in the Deferred Compensation Plan
during the period |
|
|
233 |
|
|
|
229 |
|
|
|
233 |
|
|
|
225 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding |
|
|
24,277 |
|
|
|
21,801 |
|
|
|
24,078 |
|
|
|
21,799 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings (loss) per share |
|
$ |
(0.10 |
) |
|
$ |
(0.11 |
) |
|
$ |
0.03 |
|
|
$ |
(0.60 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DILUTED EARNINGS (LOSS) PER SHARE |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
(2,532 |
) |
|
$ |
(2,467 |
) |
|
$ |
697 |
|
|
$ |
(13,157 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding
Basic |
|
|
24,277 |
|
|
|
21,801 |
|
|
|
24,078 |
|
|
|
21,799 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of dilutive securities (b): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Impact of common shares to be
issued under stock option plans,
and contingently issuable shares,
if any |
|
|
|
|
|
|
|
|
|
|
7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares
outstanding (c) |
|
|
24,277 |
|
|
|
21,801 |
|
|
|
24,085 |
|
|
|
21,799 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings (loss) per share |
|
$ |
(0.10 |
) |
|
$ |
(0.11 |
) |
|
$ |
0.03 |
|
|
$ |
(0.60 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
Includes shares accounted for like treasury stock in accordance with Accounting
Standards Codification Topic 710, Compensation General. |
|
(b) |
|
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. |
|
(c) |
|
Options to purchase 2,138,119 common shares and 1,512,799 common shares during the
three month periods ended March 31, 2010 and 2009, respectively, and options to purchase
2,021,633 common shares and 1,450,543 common shares during the nine month periods ended
March 31, 2010 and 2009, respectively, were not included in the computation of diluted
earnings per share because the exercise price was greater than the average fair market
value of the common shares. |
Page 14
NOTE 6: BALANCE SHEET DATA
The following information is provided as of the dates indicated (in thousands):
|
|
|
|
|
|
|
|
|
|
|
March 31, 2010 |
|
|
June 30, 2009 |
|
Inventories |
|
|
|
|
|
|
|
|
Raw materials |
|
$ |
19,408 |
|
|
$ |
20,498 |
|
Work-in-process |
|
|
7,734 |
|
|
|
7,097 |
|
Finished goods |
|
|
13,873 |
|
|
|
12,601 |
|
|
|
|
|
|
|
|
|
|
$ |
41,015 |
|
|
$ |
40,196 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accrued Expenses |
|
|
|
|
|
|
|
|
Compensation and benefits |
|
$ |
5,421 |
|
|
$ |
5,788 |
|
Customer prepayments |
|
|
1,107 |
|
|
|
1,816 |
|
Accrued commissions |
|
|
870 |
|
|
|
919 |
|
Other accrued expenses |
|
|
2,459 |
|
|
|
1,845 |
|
|
|
|
|
|
|
|
|
|
$ |
9,857 |
|
|
$ |
10,368 |
|
|
|
|
|
|
|
|
NOTE 7: GOODWILL AND OTHER INTANGIBLE ASSETS
In accordance with Accounting Standards Codification (ASC) Topic 350, Intangibles Goodwill
and Other, the Company is required to perform an annual impairment test of its goodwill and
indefinite-lived intangible assets. The Company performs this test as of July 1st
of each fiscal year and on an interim basis when an event occurs or circumstances change
that would more likely than not reduce the fair value of a reporting unit below its carrying
amount. The Company uses a combination of the market approach and the income (discounted
cash flow) approach in determining the fair value of its reporting units. Under ASC Topic
350, the goodwill impairment test is a two-step process. Under the first step, the fair
value of the Companys reporting unit is compared to its respective carrying value. An
indication that goodwill is impaired occurs when the fair value of a reporting unit is less
than the carrying value. When there is an indication that goodwill is impaired, the Company
is required to perform a second step. In step two, the actual impairment of goodwill is
calculated by comparing the implied fair value of the goodwill with the carrying value of
the goodwill.
The Company identified its reporting units in conjunction with its annual goodwill
impairment testing. The Company relies upon a number of factors, judgments and estimates
when conducting its impairment testing. These include operating results, forecasts,
anticipated future cash flows and marketplace data, to name a few. There are inherent
uncertainties related to these factors and judgments in applying them to the analysis of
goodwill impairment.
Due to economic conditions, the effects of the recession on the Companys markets and the
decline in the Companys stock price since the previous goodwill impairment test, management
believed that an additional goodwill impairment test was required as of December 31, 2008.
Based upon the Companys analysis, it was determined that the goodwill associated with three
of the five remaining reporting units that contain goodwill was either fully or partially
impaired. The total amount of the goodwill impairment was $13,250,000, of which $11,185,000
was impaired in the Lighting Segment, $716,000 was impaired in the Graphics Segment and
$1,349,000 was impaired in the All Other Category. The impairment charge was due to a
combination of a decline in the market capitalization of the Company at December 31, 2008
and a decline in the estimated forecasted discounted cash flows since the annual goodwill
impairment test was performed. The impairment charge was recorded in the second quarter of
fiscal 2009.
Page 15
Due to economic conditions, the effects of the recession on the Companys markets and the
decline in the Companys stock price since the previous goodwill impairment test as of
December 31, 2008, management believed that an additional goodwill impairment test was
required as of March 31, 2009. Based upon the Companys analysis, it was determined that
the goodwill associated with one reporting unit in the All Other Category was partially
impaired in the amount of $957,000. The impairment was due to a combination of a decline in
the market capitalization of the Company at March 31, 2009 and a decline in the estimated
forecasted discounted cash flows since the previous goodwill impairment test was performed.
The impairment charge was recorded in the third quarter of fiscal 2009.
A similar analysis was performed in fiscal 2009 as of July 1, 2008 for the annual impairment
test and there was no impairment of goodwill.
The following tables present information about the Companys goodwill and other intangible
assets on the dates or for the periods indicated.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Electronic |
|
|
|
|
|
|
|
|
|
Lighting |
|
|
Graphics |
|
|
Components |
|
|
All Other |
|
|
|
|
(In thousands) |
|
Segment |
|
|
Segment |
|
|
Segment |
|
|
Category |
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of June 30, 2008 |
|
$ |
11,320 |
|
|
$ |
974 |
|
|
$ |
|
|
|
$ |
3,731 |
|
|
$ |
16,025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Impairment |
|
|
(11,185 |
) |
|
|
(716 |
) |
|
|
|
|
|
|
(2,566 |
) |
|
|
(14,467 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of June 30, 2009 |
|
|
135 |
|
|
|
258 |
|
|
|
|
|
|
|
1,165 |
|
|
|
1,558 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition |
|
|
|
|
|
|
|
|
|
|
9,208 |
|
|
|
|
|
|
|
9,208 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of March 31, 2010 |
|
$ |
135 |
|
|
$ |
258 |
|
|
$ |
9,208 |
|
|
$ |
1,165 |
|
|
$ |
10,766 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The acquisition of LSI ADL Technology resulted in the following amortizable intangible
assets being recorded on the Companys balance sheet as of the July 22, 2009 acquisition
date: customer relationships $2,880,000; Technology $780,000; trade name $460,000 and
non-compete agreements $710,000. See further discussion in Note 13.
Page 16
The gross carrying amount and accumulated amortization by major other intangible asset class
is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2010 |
|
|
|
Gross |
|
|
|
|
|
|
|
|
|
Carrying |
|
|
Accumulated |
|
|
Net |
|
(In thousands) |
|
Amount |
|
|
Amortization |
|
|
Amount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortized Intangible Assets |
|
|
|
|
|
|
|
|
|
|
|
|
Customer relationships |
|
$ |
10,352 |
|
|
$ |
4,752 |
|
|
$ |
5,600 |
|
Patents |
|
|
110 |
|
|
|
64 |
|
|
|
46 |
|
LED Technology
firmware, software |
|
|
11,228 |
|
|
|
5,651 |
|
|
|
5,577 |
|
Trade name |
|
|
460 |
|
|
|
63 |
|
|
|
397 |
|
Non-compete agreements |
|
|
890 |
|
|
|
166 |
|
|
|
724 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23,040 |
|
|
|
10,696 |
|
|
|
12,344 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Indefinite-lived Intangible Assets |
|
|
|
|
|
|
|
|
|
|
|
|
Trademarks and trade names |
|
|
3,559 |
|
|
|
|
|
|
|
3,559 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,559 |
|
|
|
|
|
|
|
3,559 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Intangible Assets |
|
$ |
26,599 |
|
|
$ |
10,696 |
|
|
$ |
15,903 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2009 |
|
|
|
Gross |
|
|
|
|
|
|
|
|
|
Carrying |
|
|
Accumulated |
|
|
Net |
|
(In thousands) |
|
Amount |
|
|
Amortization |
|
|
Amount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortized Intangible Assets |
|
|
|
|
|
|
|
|
|
|
|
|
Customer relationships |
|
$ |
7,472 |
|
|
$ |
4,173 |
|
|
$ |
3,299 |
|
Patents |
|
|
110 |
|
|
|
59 |
|
|
|
51 |
|
LED Technology
firmware, software |
|
|
10,448 |
|
|
|
4,478 |
|
|
|
5,970 |
|
Trade name |
|
|
|
|
|
|
|
|
|
|
|
|
Non-compete agreements |
|
|
630 |
|
|
|
528 |
|
|
|
102 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18,660 |
|
|
|
9,238 |
|
|
|
9,422 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Indefinite-lived Intangible Assets |
|
|
|
|
|
|
|
|
|
|
|
|
Trademarks and trade names |
|
|
3,559 |
|
|
|
|
|
|
|
3,559 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,559 |
|
|
|
|
|
|
|
3,559 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Intangible Assets |
|
$ |
22,219 |
|
|
$ |
9,238 |
|
|
$ |
12,981 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization Expense of Other Intangible Assets |
|
|
|
March 31, 2010 |
|
|
March 31, 2009 |
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
$ |
648 |
|
|
$ |
519 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended |
|
$ |
1,908 |
|
|
$ |
1,558 |
|
|
|
|
|
|
|
|
The Company expects to record amortization expense through fiscal 2015 as follows: 2010
$2,559,000; 2011 through 2012 $2,590,000 per year; 2013 $2,327,000; 2014
$621,000; and 2015 $537,000.
Page 17
NOTE 8: REVOLVING LINES OF CREDIT AND LONG-TERM DEBT
The Company has a $30 million unsecured revolving line of credit with its bank group in the
U.S., all of which was available as of March 31, 2010. The line of credit expires in the
third quarter of fiscal 2013. Annually in the third quarter, the credit facility is
renewable with respect to adding an additional year of commitment, if the bank group so
chooses, to replace the year just ended. Interest on the revolving lines of credit is
charged based upon an increment over the LIBOR rate as periodically determined, or at the
banks base lending rate, at the Companys option. The increment over the LIBOR borrowing
rate, as periodically determined, fluctuates between 225 and 265 basis points depending upon
the ratio of indebtedness to earnings before interest, taxes, depreciation and amortization
(EBITDA), as defined in the credit facility. The fee on the unused balance of the $30
million committed line of credit is 25 basis points. Under terms of this credit facility,
the Company has agreed to a negative pledge of assets, to maintain minimum levels of
profitability and net worth, and is subject to certain maximum levels of leverage. A second
U.S. revolving line of credit in the amount of $10 million, which the Company chose to not
renew, expired in the third quarter of fiscal 2010.
The Company also has a $5 million line of credit for its Canadian subsidiary. The line of
credit expires in the fourth quarter of fiscal 2010. Interest on the Canadian subsidiarys
line of credit is charged based upon a 250 basis point increment over the LIBOR rate or
based upon an increment over the United States base rates if funds borrowed are denominated
in U.S. dollars or an increment over the Canadian prime rate if funds borrowed are
denominated in Canadian dollars. There are no borrowings against this line of credit as of
March 31, 2010.
The Company assumed a mortgage loan with the acquisition of AdL Technology in July 2009.
Monthly principal payments of approximately $10,000 are to be made through August, 2012 at
an interest rate of 7.76%, at which time the balance is payable in full. The real estate of
LSI ADL Technology has been pledged as collateral for the mortgage.
|
|
|
|
|
(In thousands) |
|
March 31, 2010 |
|
|
|
|
|
|
Total mortgage balance |
|
$ |
1,139 |
|
Less current maturities |
|
|
31 |
|
|
|
|
|
Long-term debt |
|
$ |
1,108 |
|
|
|
|
|
The Company also assumed approximately $2.2 million of additional long-term debt with the
acquisition of AdL Technology and paid it off at the time of the acquisition. The Company
is in compliance with all of its loan covenants as of March 31, 2010.
NOTE 9: RESERVE FOR UNCERTAIN TAX POSITIONS
For the three and nine month periods ended March 31, 2010, the Company recognized $(5,000)
and $39,000 of tax (benefit) expense, respectively, related to the change in reserves for
uncertain tax positions. For the three and nine month periods ended March 31, 2009, the
Company recognized $(25,000) and $6,000 of tax (benefit) expense, respectively, related to
the change in reserves for uncertain tax positions. As of March 31, 2010, the reserve for
uncertain income tax positions is $2,774,000, net of potential federal tax benefits. The
Company is recording estimated interest and penalties related to potential underpayment of
income taxes as a component of tax expense in the Condensed Consolidated Statements of
Operations. The reserve for uncertain tax positions is not expected to change significantly
in the next 12 months.
Page 18
The Company files a consolidated federal income tax return in the United States, and files
various combined and separate tax returns in several state and local jurisdictions. With
limited exceptions, the Company is no longer subject to U.S. Federal, state and local tax
examinations by tax authorities for fiscal years ending prior to June 30, 2007.
NOTE 10: CASH DIVIDENDS
The Company paid cash dividends of $3,606,000 and $5,393,000 in the nine month periods ended
March 31, 2010 and 2009, respectively. In April, 2010, the Companys Board of Directors
declared a $0.05 per share regular quarterly cash dividend (approximately $1,202,000)
payable on May 11, 2010 to shareholders of record as of May 4, 2010.
NOTE 11: EQUITY COMPENSATION
Stock Options
The Company has an equity compensation plan that was approved by shareholders which covers
all of its full-time employees, outside directors and advisors. The options granted or
stock awards made pursuant to this plan are granted at fair market value at date of grant or
award. Options granted to non-employee directors become exercisable 25% each ninety days
(cumulative) from date of grant and options granted to employees generally become
exercisable 25% per year (cumulative) beginning one year after the date of grant. If a
stock option holders employment with the Company terminates by reason of death, disability
or retirement, as defined in the Plan, any award shall be fully vested. The number of
shares reserved for issuance is 2,800,000, of which 803,807 shares were available for future
grant or award as of March 31, 2010. This plan allows for the grant of incentive stock
options, non-qualified stock options, stock appreciation rights, restricted and unrestricted
stock awards, performance stock awards, and other stock awards. As of March 31, 2010, a
total of 2,172,336 options for common shares were outstanding from this plan as well as two
previous stock option plans (both of which had also been approved by shareholders), and of
these, a total of 1,054,936 options for common shares were vested and exercisable. The
approximate unvested stock option expense as of March 31, 2010 that will be recorded as
expense in future periods is $2,662,000. The weighted average time over which this expense
will be recorded is approximately 20 months.
The fair value of each option on the date of grant was estimated using the Black-Scholes
option pricing model. The below listed weighted average assumptions were used for grants in
the periods indicated.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months |
|
|
Nine Months |
|
|
|
Ended March 31 |
|
|
Ended March 31 |
|
|
|
2010 |
|
|
2009 |
|
|
2010 |
|
|
2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividend yield |
|
|
3.09 |
% |
|
|
|
|
|
|
3.09 |
% |
|
|
5.16 |
% |
Expected volatility |
|
|
51 |
% |
|
|
|
|
|
|
51 |
% |
|
|
41 |
% |
Risk-free interest rate |
|
|
2.44 |
% |
|
|
|
|
|
|
2.40 |
% |
|
|
3.1 |
% |
Expected life |
|
|
4.3 yrs. |
|
|
|
|
|
|
|
4.3 yrs. |
|
|
|
4.3 yrs. |
|
At March 31, 2010, the 644,000 options granted in the first nine months of fiscal 2010 to
both employees and non-employee directors had exercise prices ranging from $5.93 to $8.40,
fair values ranging from $2.03 to $2.87 per option, and remaining contractual lives of
between nine years and eight months and ten years.
Page 19
At March 31, 2009, the 339,300 options granted in the first nine months of fiscal 2009 to
both employees and non-employee directors had exercise prices ranging from $4.60 to $8.98,
fair values ranging from $1.12 to $2.21 per option, and remaining contractual lives of
between four years and eight months and nine years and eight months.
The Company calculates stock option expense using the Black-Scholes method, and records the
expense on a straight line basis with an estimated 6.6% forfeiture rate. The expected
volatility of the Companys stock was calculated based upon the historic monthly fluctuation
in stock price for a period approximating the expected life of option grants. The risk-free
interest rate is the rate of a five year Treasury security at constant, fixed maturity on
the approximate date of the stock option grant. The expected life of outstanding options is
determined to be less than the contractual term for a period equal to the aggregate group of
option holders estimated weighted average time within which options will be exercised. It
is the Companys policy that when stock options are exercised, new common shares shall be
issued. The Company recorded $378,200 and $262,500 of expense related to stock options in
the three months ended March 31, 2010 and 2009, respectively, and $1,101,800 and $907,600 in
the nine month periods ended March 31, 2010 and 2009, respectively. As of March 31, 2010,
the Company expects that approximately 1,044,300 outstanding stock options having a weighted
average exercise price of $10.50, intrinsic value of $85,500 and weighted average remaining
contractual terms of 8.6 years will vest in the future.
Information related to all stock options for the periods ended March 31, 2010 and 2009 is
shown in the table below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended |
|
|
|
|
|
|
March 31, 2010 |
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
Weighted |
|
|
|
|
|
|
|
|
|
|
Average |
|
|
Average |
|
|
Aggregate |
|
|
|
|
|
|
|
Exercise |
|
|
Remaining |
|
|
Intrinsic |
|
|
|
Shares |
|
|
Price |
|
|
Contractual Term |
|
|
Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at 6/30/09 |
|
|
1,537,212 |
|
|
$ |
13.07 |
|
|
6.4 years |
|
$ |
33,800 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Granted |
|
|
644,000 |
|
|
$ |
8.26 |
|
|
|
|
|
|
|
|
|
Forfeitures |
|
|
(8,876 |
) |
|
$ |
12.48 |
|
|
|
|
|
|
|
|
|
Exercised |
|
|
|
|
|
|
n/a |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at 3/31/10 |
|
|
2,172,336 |
|
|
$ |
11.64 |
|
|
6.8 years |
|
$ |
106,455 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at 3/31/10 |
|
|
1,054,936 |
|
|
$ |
12.98 |
|
|
4.8 years |
|
$ |
13,498 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Page 20
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended |
|
|
|
|
|
|
March 31, 2009 |
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
Weighted |
|
|
|
|
|
|
|
|
|
|
Average |
|
|
Average |
|
|
Aggregate |
|
|
|
|
|
|
|
Exercise |
|
|
Remaining |
|
|
Intrinsic |
|
|
|
Shares |
|
|
Price |
|
|
Contractual Term |
|
|
Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at 6/30/08 |
|
|
1,197,482 |
|
|
$ |
14.44 |
|
|
6.5 years |
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Granted |
|
|
339,300 |
|
|
$ |
8.89 |
|
|
|
|
|
|
|
|
|
Forfeitures |
|
|
(24,195 |
) |
|
$ |
12.92 |
|
|
|
|
|
|
|
|
|
Exercised |
|
|
|
|
|
|
n/a |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at 3/31/09 |
|
|
1,512,587 |
|
|
$ |
13.22 |
|
|
6.6 years |
|
$ |
3,420 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at 3/31/09 |
|
|
816,162 |
|
|
$ |
12.51 |
|
|
5.0 years |
|
$ |
855 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
No options were exercised in the nine month periods ended March 31, 2010 and March 31, 2009.
Information related to unvested stock options for the nine months ended March 31, 2010 is
shown in the table below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
Weighted |
|
|
|
|
|
|
|
|
|
|
Average |
|
|
Average |
|
|
Aggregate |
|
|
|
|
|
|
|
Exercise |
|
|
Remaining |
|
|
Intrinsic |
|
|
|
Shares |
|
|
Price |
|
|
Contractual Term |
|
|
Value |
|
Outstanding unvested
stock options at 6/30/09 |
|
|
707,125 |
|
|
$ |
13.72 |
|
|
8.3 years |
|
$ |
31,245 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vested |
|
|
(232,225 |
) |
|
$ |
14.58 |
|
|
|
|
|
|
|
|
|
Forfeitures |
|
|
(1,500 |
) |
|
$ |
14.01 |
|
|
|
|
|
|
|
|
|
Granted |
|
|
644,000 |
|
|
$ |
8.26 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding unvested
stock options at 3/31/10 |
|
|
1,117,400 |
|
|
$ |
10.39 |
|
|
8.6 years |
|
$ |
92,958 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock Compensation Awards
The Company awarded a total of 4,456 and 4,152 common shares, respectively, in the nine
months ended March 31, 2010 and 2009, with the number of shares issued in each nine month
period valued at their approximate $36,000 and $31,000 fair market values, respectively, on
the dates of issuance pursuant to employee service awards and primarily the compensation
program for non-employee Directors who receive a portion of their compensation as an award
of Company stock. Stock compensation awards are made in the form of newly issued common
shares of the Company.
Page 21
Deferred Compensation Plan
The Companys Non-qualified Deferred Compensation Plan provides for both Company
contributions and participant deferrals of compensation. The Plan is fully funded in a
Rabbi Trust. All Plan investments are in common shares of the Company. As of March 31,
2010 there were 31 participants, all with fully vested account balances. A total of 232,123
common shares with a cost of $2,483,000, and 222,832 common shares with a cost of $2,455,900
were held in the Plan as of March 31, 2010 and June 30, 2009, respectively, and,
accordingly, have been recorded as treasury shares. The change in the number of shares held
by this Plan is the net result of share purchases and sales on the
open stock market for compensation deferred into the Plan and for distributions to
terminated employees. The Company does not issue new common shares for purposes of the
non-qualified deferred compensation plan. The Company accounts for assets held in the
non-qualified deferred compensation plan in accordance with Accounting Standards
Codification Topic 710, Compensation General. For fiscal year 2010, the Company estimates
the Rabbi Trust for the Nonqualified Deferred Compensation Plan will make net repurchases in
the range of 16,000 to 18,000 common shares of the Company. During the nine months ended
March 31, 2010 and 2009, the Company used approximately $102,200 and $174,900, respectively,
to purchase common shares of the Company in the open stock market for either employee salary
deferrals or Company contributions into the non-qualified deferred compensation plan. The
Company does not currently repurchase its own common shares for any other purpose.
NOTE 12: COMMITMENTS AND CONTINGENCIES
The Company is party to various negotiations, customer bankruptcies, and legal proceedings
arising in the normal course of business. The Company provides reserves for these matters
when a loss is probable and reasonably estimable. In the opinion of management, the
ultimate disposition of these matters will not have a material adverse effect on the
Companys financial position, results of operations, cash flows or liquidity.
NOTE 13: ACQUISITION
On July 22, 2009, the Company completed the acquisition of certain net assets and 100% of
the business of three related companies (AdL Technology, AdL Engineering and Kelmilfeen -
collectively, AdL or AdL Technology), which were privately owned and based in Columbus,
Ohio. This new 100% owned subsidiary operates under the name of LSI ADL Technology Inc.
Consideration for the asset purchase of these businesses totaled $15,781,480, and consisted
of 2,469,676 shares of LSIs unregistered common stock (the fair value of which was
determined based upon the closing market price of LSIs common shares on the acquisition
date) and cash of $1,333,875. The purchase price exceeded the fair value of the net assets
being acquired, and therefore goodwill in the amount of $9,208,000 was recorded with this
acquisition. Additionally, LSI assumed long-term debt of $3,368,874 in the purchase of
substantially all net assets of these businesses. The goodwill associated with this
acquisition consists largely of the synergies expected from combining AdL and LSI Industries
and the vertical integration of the design and manufacture of electronic circuit boards used
in many of the Companys products. None of the goodwill will be deductible by the Company
for tax purposes. There were no contingent liabilities or assets associated with the
purchase of AdL. There were $520,000 of acquisition transaction costs included in the
financial results for the nine month period ended March 31, 2010 in selling and
administrative expenses, and $640,000 of expense in cost of products sold related to the
roll-out of fair value inventory adjustments for LSI ADL Technologys sales of products that
were in finished goods or work-in-process inventory on the acquisition date and therefore
were valued at fair value, as opposed to manufactured cost, in the opening balance sheet in
accordance with the requirements of purchase accounting. The operations of LSI ADL
Technology are included in the Companys operating results beginning July 23, 2009. The
results of LSI ADL Technology are reported in a separate reportable business segment named
the Electronic Components Segment.
Page 22
The recognized amounts of identifiable assets acquired and liabilities assumed with the
acquisition of AdL Technology were as follows:
|
|
|
|
|
(In thousands) |
|
|
|
|
Financial assets |
|
$ |
2,398 |
|
Inventory |
|
|
3,677 |
|
Property, plant and equipment |
|
|
3,094 |
|
Identifiable intangible assets |
|
|
4,830 |
|
Financial liabilities |
|
|
(7,426 |
) |
|
|
|
|
Total identifiable net assets |
|
|
6,573 |
|
Goodwill |
|
|
9,208 |
|
|
|
|
|
Total purchase consideration |
|
$ |
15,781 |
|
|
|
|
|
A liability of $5,000 has been recognized in the opening balance sheet (included in
financial liabilities above) for expected warranty claims on products sold by AdL Technology
prior to acquisition.
LSI ADL Technology Inc. designs, engineers, and manufactures custom designed circuit boards,
assemblies, and sub-assemblies used in various applications including the control of
solid-state LED lighting. With the acquisition of AdL, we made a decision to further
establish and advance our leadership position in LED lighting by vertically integrating our
capabilities in connection with designing, engineering, and producing the solid-state
electronics that control and power LEDs. LSI ADL Technology allows us to stay on the
leading edge of product development, while at the same time provide opportunities to drive
down manufacturing costs and control delivery of key components. LSI ADLs capabilities also
have applications in our other LED product lines such as digital scoreboards, advertising
ribbon boards and billboards. The management team and substantially all employees of the
acquired companies remain with LSI ADL Technology.
NOTE 14: SALE OF LSI MARCOLE
On January 20, 2010, the Board of Directors approved a plan to close the LSI Marcole
facility in Manchester, Tennessee. This facility manufactures wire harnesses used in the
manufacture of LSIs light fixtures and also sells wire harness to select outside customers.
The Company decided to sell this facility primarily due to low cost competition of wire
harnesses produced outside the United States. While the Company expected to cease
production at the facility by April 2, 2010, an interested buyer came forward and purchased
certain assets and the business of LSI Marcole on March 30, 2010. The Company received
$500,000 of the sales proceeds in cash as well as interest bearing promissory notes in the
amount of $669,682 to be paid in full via quarterly payments through June 2011. The Company
recorded a $638,747 loss on the sale of certain LSI Marcole assets in cost of products and
services sold in the third quarter of fiscal 2010. Subsequent to the sale of the LSI
Marcole assets, the Company will continue to purchase wire harnesses from the new owner of
the facility pursuant to a manufacturing and supply agreement. The operating results of LSI
Marcole are reported under the All Other Category.
Page 23
The assets and liabilities of LSI Marcole were comprised of the following on the dates
indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
|
December 31, |
|
|
June 30, |
|
(In thousands) |
|
2010 |
|
|
2009 |
|
|
2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts receivable, net |
|
$ |
487 |
|
|
$ |
349 |
|
|
$ |
316 |
|
Notes receivable, current portion |
|
|
632 |
|
|
|
|
|
|
|
|
|
Inventory |
|
|
|
|
|
|
1,520 |
|
|
|
1,491 |
|
Other current assets |
|
|
|
|
|
|
143 |
|
|
|
160 |
|
Property, plant and equipment, net |
|
|
|
|
|
|
978 |
|
|
|
1,024 |
|
Other assets |
|
|
38 |
|
|
|
1 |
|
|
|
2 |
|
|
|
|
|
|
|
|
|
|
|
Total Assets |
|
$ |
1,157 |
|
|
$ |
2,991 |
|
|
$ |
2,993 |
|
|
|
|
|
|
|
|
|
|
|
The net customer sales and operating (loss) of LSI Marcole for the periods indicated
were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
|
|
March 31 |
|
|
March 31 |
|
(In thousands) |
|
2010 |
|
|
2009 |
|
|
2010 |
|
|
2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales |
|
$ |
1,088 |
|
|
$ |
906 |
|
|
$ |
2,886 |
|
|
$ |
3,358 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating (loss) |
|
$ |
(816 |
) |
|
$ |
(291 |
) |
|
$ |
(1,034 |
) |
|
$ |
(452 |
) |
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The Companys forward looking statements and disclosures as presented earlier in this Form
10-Q in the Safe Harbor Statement should be referred to when reading Managements Discussion and
Analysis of Financial Condition and Results of Operations.
Net Sales by Business Segment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
|
|
March 31 |
|
|
March 31 |
|
(In thousands) |
|
2010 |
|
|
2009 |
|
|
2010 |
|
|
2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lighting Segment |
|
$ |
35,458 |
|
|
$ |
33,562 |
|
|
$ |
118,787 |
|
|
$ |
126,489 |
|
Graphics Segment |
|
|
10,900 |
|
|
|
11,327 |
|
|
|
52,321 |
|
|
|
46,354 |
|
Technology Segment |
|
|
1,282 |
|
|
|
439 |
|
|
|
2,578 |
|
|
|
4,429 |
|
Electronic Components Segment |
|
|
4,014 |
|
|
|
|
|
|
|
11,661 |
|
|
|
|
|
All Other Category |
|
|
1,812 |
|
|
|
1,661 |
|
|
|
5,169 |
|
|
|
6,342 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
53,466 |
|
|
$ |
46,989 |
|
|
$ |
190,516 |
|
|
$ |
183,614 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Income (Loss) by Business Segment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
|
|
March 31 |
|
|
March 31 |
|
(In thousands) |
|
2010 |
|
|
2009 |
|
|
2010 |
|
|
2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lighting Segment |
|
$ |
(71 |
) |
|
$ |
(209 |
) |
|
$ |
6,648 |
|
|
$ |
(5,691 |
) |
Graphics Segment |
|
|
(896 |
) |
|
|
72 |
|
|
|
2,629 |
|
|
|
1,742 |
|
Technology Segment |
|
|
(37 |
) |
|
|
(187 |
) |
|
|
74 |
|
|
|
185 |
|
Electronic Components Segment |
|
|
657 |
|
|
|
|
|
|
|
1,462 |
|
|
|
|
|
All Other Category |
|
|
(3,467 |
) |
|
|
(3,471 |
) |
|
|
(9,197 |
) |
|
|
(9,822 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
(3,814 |
) |
|
$ |
(3,795 |
) |
|
$ |
1,616 |
|
|
$ |
(13,586 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Page 24
Summary Comments
Third quarter fiscal 2010 net sales of $53,466,000 increased $6.5 million or 13.8% as compared
to the third quarter of fiscal 2009. Net sales were favorably influenced by increased net sales of
the Lighting Segment (up $1.9 million or 5.6%), of the Technology Segment (up $0.8 million or
192%), of the All Other Category (up $0.2 million or 9.1%), and the addition of the Electronic
Components Segment (effective with the July 22, 2009 acquisition of AdL Technology) which added
$4.0 million of net sales. Net sales were unfavorably influenced by decreased Graphics Segment net
sales (down $0.4 million or 3.8%). The Company sold its wire harness business in the third quarter
of fiscal 2010 and incurred a pre-tax loss of $639,000 which is included in the operating loss of
the All Other Category. In fiscal 2009, the All Other Category recorded a pre-tax goodwill
impairment of $957,000 see the paragraph below regarding goodwill impairments recorded in
fiscal 2009 and the section below on Non-GAAP Financial Measures. Net sales to the Petroleum /
Convenience Store market, the Companys largest niche market, were $16,512,000 or 31% of total net
sales and $11,329,000 or 24% of total net sales in the third quarter of fiscal 2010 and 2009,
respectively. The $5.2 million or 46% increase is primarily due to a program with 7-Eleven, Inc.,
who is replacing traditional canopy, site and sign lighting with solid-state LED lighting ($6.8
million increase). About 93% of the retail petroleum sites scheduled to be involved in this
customers program to convert to solid-state LED lighting are completed as of the end of Companys
2010 third fiscal quarter with the remaining 7% expected to be completed in the Companys fourth
fiscal quarter. The Company recently received purchase orders from this customer to continue the
conversion to solid-state LED lighting at over 3,400 non-petroleum retail sites over the next
twelve to eighteen months. Net sales to this petroleum / convenience store customer are reported
in both the Lighting and Graphics segments.
Fiscal 2010 nine month net sales of $190,516,000, as compared to the first nine months of
fiscal 2009, were favorably influenced by increased net sales of the Graphics Segment (up 12.9%),
and the addition of the Electronic Components Segment (effective with the July 22, 2009 acquisition
of AdL Technology) which added $11.6 million of net sales. Net sales were unfavorably influenced
by decreased Lighting Segment, Technology Segment and All Other Category net sales (down 6.1%,
41.8% and 18.5%, respectively, totaling $10.7 million unfavorable). The Company sold its wire
harness business in the third quarter of fiscal 2010 and incurred a pre-tax loss of $639,000 which
is included in the operating loss of the All Other Category. In the first nine months of fiscal
2009, the Company recorded pre-tax goodwill impairments totaling $14,207,000 see the paragraph
below regarding goodwill impairments recorded in fiscal 2009 and the section below on Non-GAAP
Financial Measures. Net sales to the Petroleum / Convenience Store market, the Companys largest
niche market, were $69,402,000 or 36% of total net sales and $40,012,000 or 22% of total net sales
in the first nine months of fiscal 2010 and 2009, respectively. The $29.4 million or 73% increase
is primarily due to a program with 7-Eleven, Inc., who is replacing traditional canopy, site and
sign lighting with solid-state LED lighting ($30.9 million increase). Net sales to this petroleum
/ convenience store customer are reported in both the Lighting and Graphics segments.
The Company recorded significant goodwill impairment expenses in the first nine months of
fiscal 2009, totaling $14,207,000 ($11.2 million in the Lighting Segment, $0.7 million in the
Graphics Segment and $2.3 million in the All Other Category). The Company recorded a $1.0 million
goodwill impairment in the third quarter of fiscal 2009 in the All Other Category. These expenses
are included in the $(3,795,000) and $(13,586,000) operating losses reported in the third quarter
and first nine months of fiscal 2009, respectively. There were no such goodwill impairment
expenses in the third quarter or first nine months of fiscal 2010.
Page 25
The Company also recorded significant acquisition-related and other professional fees expenses
in the first nine months of fiscal 2010, totaling $1,160,000 ($640,000 of inventory
adjustments related to acquisition accounting on the opening balance sheet of LSI ADL
Technology; $520,000 of acquisition transaction costs related to the acquisition of LSI ADL
Technology). These expenses are included in the $1,616,000 operating income reported in the first
nine months of fiscal 2010. There were no such similar significant expenses in the first nine
months of fiscal 2009. See also the section below on Non-GAAP Financial Measures.
The Companys total net sales of products and services related to solid-state LED technology
in light fixtures and video screens for sports, advertising and entertainment markets have been
recorded as indicated in the table below. In addition, the Company sells certain elements of
graphic identification programs that contain solid-state LED light sources.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FY 2010 |
|
|
FY 2009 |
|
|
% Increase |
|
First Quarter |
|
$ |
17,999 |
|
|
$ |
8,798 |
|
|
|
105 |
% |
Second Quarter |
|
|
18,533 |
|
|
|
2,784 |
|
|
|
566 |
% |
|
|
|
|
|
|
|
|
|
|
|
First Half |
|
|
36,532 |
|
|
|
11,582 |
|
|
|
215 |
% |
Third Quarter |
|
|
11,510 |
|
|
|
3,086 |
|
|
|
273 |
% |
|
|
|
|
|
|
|
|
|
|
|
Nine Months |
|
$ |
48,042 |
|
|
$ |
14,668 |
|
|
|
228 |
% |
|
|
|
|
|
|
|
|
|
|
|
As fiscal 2010 progressed, the Company continues to encounter the effects of a global economic
recession with significant negative economic forces, including declining industrial production,
rapidly increasing unemployment, roller coaster commodity pricing, and record low confidence
levels, as well as issues such as malfunctioning credit markets which could affect many customers
and a decimated housing market that indirectly could affect the Companys business. Taken as a
whole, these factors continue to cause a substantial reduction in demand for our lighting and
graphics products. Virtually all of our markets have been adversely impacted and our business has
suffered as a result. During these difficult and uncertain economic conditions, we continue to
take a number of proactive steps to right size LSI Industries to meet todays challenges. Such
actions include strict control of expenses, capital expenditure reductions, close management of
accounts receivable and inventories, headcount reductions, and maintaining a conservative financial
position coupled with positive free cash flow. We still believe the economy will eventually
improve. As we continue to adjust our expense levels to lower production rates and manage working
capital efficiently, we are also strategically positioning the business for future growth and are
very positive about the longer term outlook and opportunities for the Company, notwithstanding the
current economic recession that will likely continue to impact results during the next several
quarters. LSI is still facing a period of challenging business conditions in the near term due to
the general economic recession but expects to emerge a stronger and more efficient company as
business conditions improve.
Page 26
Non-GAAP Financial Measures
The Company believes it is appropriate to evaluate its performance after making adjustments to
the U.S. GAAP net income for the three and nine month periods ended March 31, 2010 and 2009.
Adjusted net income and earnings per share, which excludes the loss on the sale of LSI Marcole,
goodwill impairment and the impact of the LSI ADL Technology acquisition deal costs and
acquisition-related fair value inventory adjustment, are non-GAAP financial measures. We believe
that they are useful as supplemental measures in assessing the operating performance of our
business. This measure is used by our management, including our chief operating decision maker, to
evaluate business results. We exclude these items because they are not representative of the
ongoing results of operations of our business. Below is a reconciliation of this non-GAAP measure
to net income for the periods indicated, excluding the acquisition related costs and the goodwill
impairment.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Third Quarter |
|
|
|
|
|
|
|
Diluted |
|
|
|
|
|
|
Diluted |
|
(In thousands, except per share data; unaudited) |
|
FY 2010 |
|
|
EPS |
|
|
FY 2009 |
|
|
EPS |
|
Reconciliation of net (loss) to
adjusted net (loss): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) as reported |
|
$ |
(2,532 |
) |
|
$ |
(0.10 |
) |
|
$ |
(2,467 |
) |
|
$ |
(0.11 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss on sale of LSI Marcole, inclusive
of the income tax effect |
|
|
300 |
(1) |
|
|
0.01 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustment for the acquisition deal
costs and acquisition-related
fair value inventory adjustment,
inclusive of the income tax effect |
|
|
16 |
(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill impairment, inclusive of the
income tax effect |
|
|
|
|
|
|
|
|
|
|
746 |
(3) |
|
|
0.03 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted net income (loss) and
earnings (loss) per share |
|
$ |
(2,216 |
) |
|
$ |
(0.09 |
) |
|
$ |
(1,721 |
) |
|
$ |
(0.08 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months |
|
|
|
|
|
|
|
Diluted |
|
|
|
|
|
|
Diluted |
|
(In thousands, except per share data; unaudited) |
|
FY 2010 |
|
|
EPS |
|
|
FY 2009 |
|
|
EPS |
|
Reconciliation of net income (loss) to
adjusted net income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) as reported |
|
$ |
697 |
|
|
$ |
0.03 |
|
|
$ |
(13,157 |
) |
|
$ |
(0.60 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss on sale of LSI Marcole, inclusive
of the income tax effect |
|
|
300 |
(1) |
|
|
0.01 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustment for the acquisition deal
costs and acquisition-related
fair value inventory adjustment,
inclusive of the income tax effect |
|
|
545 |
(4) |
|
|
0.02 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill impairment, inclusive of the
income tax effect |
|
|
|
|
|
|
|
|
|
|
13,383 |
(5) |
|
|
0.61 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted net income and
earnings per share |
|
$ |
1,542 |
|
|
$ |
0.06 |
|
|
$ |
226 |
|
|
$ |
0.01 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The income tax effects of the adjustments in the tables above were calculated using the estimated U.S. effective income tax rates for the periods
indicated, with appropriate consideration given for the permanent non-deductible portion of the goodwill impairments in fiscal 2009. The income tax
effects were as follows (In thousands):
|
|
|
(1) |
|
$339 |
|
(2) |
|
$18 |
|
(3) |
|
$211 |
|
(4) |
|
$615 |
|
(5) |
|
$824 |
Page 27
Results of Operations
THREE MONTHS ENDED MARCH 31, 2010 COMPARED TO THREE MONTHS ENDED MARCH 31, 2009
Lighting Segment
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
March 31 |
|
(In thousands) |
|
2010 |
|
|
2009 |
|
|
|
|
|
|
|
|
|
|
Net Sales |
|
$ |
35,458 |
|
|
$ |
33,562 |
|
Gross Profit |
|
$ |
6,607 |
|
|
$ |
6,523 |
|
Operating Income (Loss) |
|
$ |
(71 |
) |
|
$ |
(209 |
) |
Lighting Segment net sales of $35,458,000 in the third quarter of fiscal 2010 increased 5.6%
from third quarter fiscal 2009 net sales of $33,562,000. The $1.9 million increase in Lighting
Segment net sales is primarily the net result of a $6.0 million or 47% net increase in lighting
sales to our niche markets (petroleum / convenience store market net sales were up significantly,
net sales to the automotive dealership market were up 10%, and net sales to the quick service
restaurant market were down 3%) and national retail accounts, and a $4.1 million or 19.6% decrease
in commissioned net sales to the commercial / industrial lighting market. Sales of lighting to the
petroleum / convenience store market represented 30% and 20% of Lighting Segment net sales in the
third quarter of fiscal years 2010 and 2009, respectively. Net sales of lighting to this, the
Companys largest niche market, were up 58.4% from last year to $10,621,000, with approximately
$4.2 million related to a program with one national petroleum / convenience store customer who is
replacing traditional canopy, site and sign lighting with solid-state LED lighting. The Company
expects to continue to make sales to this particular customer pursuant to new orders recently
received for their non-petroleum convenience stores to be converted in calendar year 2010. The
petroleum / convenience store market has been, and will continue to be, a very important niche
market for the Company. The Lighting Segments net sales of light fixtures having solid-state LED
technology totaled $8.4 million in the third quarter of fiscal 2010, representing a 459% increase
from third quarter fiscal 2009 net sales of solid-state LED light fixtures of $1.5 million.
Gross profit of $6,607,000 in the third quarter of fiscal 2010 increased $0.1 million or 1%
from the same period last year, and decreased from 18.8% to 18.3% as a percentage of Lighting
Segment net sales (customer plus inter-segment net sales). The increase in amount of gross profit
is due to the net effect of increased net sales at decreased margins, increased overhead absorption
and reduced freight costs. The following items also influenced the Lighting Segments gross profit
margin: competitive pricing pressures; $0.7 million increased benefits and compensation; $0.3
million increased warranty costs; $0.1 million decreased utilities; and $0.1 million decreased
depreciation expense.
Selling and administrative expenses of $6,678,000 in the third quarter of fiscal year 2010
decreased $0.1 million primarily as the net result of: increased employee compensation and
benefits expense ($0.2 million); decreased sales commission expense ($0.1 million); increased
research and development expense ($0.2 million); decreased outside services expense ($0.1 million);
decreased customer relations expense ($0.1 million); and increased bad debt expense ($0.1 million).
Page 28
The Lighting Segment third quarter fiscal 2010 operating loss of $(71,000) compares to an
operating loss of $(209,000) last year. This improvement of $0.1 million was the net result of
increased net sales, increased gross profit, and decreased selling and administrative expenses.
Graphics Segment
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
March 31 |
|
(In thousands) |
|
2010 |
|
|
2009 |
|
|
|
|
|
|
|
|
|
|
Net Sales |
|
$ |
10,900 |
|
|
$ |
11,327 |
|
Gross Profit |
|
$ |
1,458 |
|
|
$ |
2,267 |
|
Operating Income |
|
$ |
(896 |
) |
|
$ |
72 |
|
Graphics Segment net sales of $10,900,000 in the third quarter of fiscal 2010 decreased 3.8%
from third quarter fiscal 2009 net sales of $11,327,000. The $0.4 million decrease in Graphics
Segment net sales is primarily the result of image conversion programs and sales to seven petroleum
/ convenience store customers ($2.0 million net increase), the LED video sports screen market ($1.1
million decrease), a national drug store retailer ($0.5 million decrease), a lawn care company
($0.4 million decrease) and a grocery retailer ($0.3 million decrease), and changes in volume or
completion of several other graphics programs. Sales of graphics products and services to the
petroleum / convenience store market represented 54% and 41% of Graphics Segment net sales in the
third quarter of fiscal years 2010 and 2009, respectively. Net sales of graphics to this, the
Companys largest niche market, were up 27% from last year to $5,891,000, with approximately $3.0
million related to a program with one national petroleum / convenience store customer who is
replacing traditional sign lighting with solid-state LED lighting. The Company expects to continue
to make sales to this particular customer pursuant to new orders recently received for their
non-petroleum convenience stores to be converted in calendar year 2010. The petroleum /
convenience store market has been, and will continue to be, a very important niche market for the
Company. The Graphics Segment net sales of products and services related to solid-state LED video
screens and LED lighting for signage totaled $1.9 million in the third quarter of fiscal 2010 as
compared to $1.2 million in last years third quarter.
Image and brand programs, whether full conversions or enhancements, are important to the
Companys strategic direction. Image programs include situations where our customers refurbish
their retail sites around the country by replacing some or all of the lighting, graphic elements,
menu board systems and possibly other items they may source from other suppliers. These image
programs often take several quarters to complete and involve both our customers corporate-owned
sites as well as their franchisee-owned sites, the latter of which involve separate sales efforts
by the Company with each franchisee. The Company may not always be able to replace net sales
immediately when a large image conversion program has concluded. Brand programs typically occur as
new products are offered or new departments are created within an existing retail store. Relative
to net sales to a customer before and after an image or brand program, net sales during the program
are typically significantly higher, depending upon how much business is awarded to the Company.
Sales related to a customers image or brand program are reported in either the Lighting Segment,
Graphics Segment, or the All Other Category depending upon the product and/or service provided.
Gross profit of $1,458,000 in the third quarter of fiscal 2010 decreased $0.8 million or 36%
from the same period last year, and decreased from 19.7% to 13.2% as a percentage of Graphics
Segment net sales (customer plus inter-segment net sales). The decrease in amount of gross profit
is due to decreased Graphics net sales at lower margins. The following items also influenced the
Graphics Segments gross profit margin: competitive pricing pressures, and other manufacturing
expenses in support of production requirements ($0.1 million of increased indirect wage,
compensation and benefits costs; $0.1 million increased warranty expense; and $0.1 million
decreased depreciation and utilities).
Page 29
Selling and administrative expenses of $2,354,000 in the third quarter of fiscal year 2010
increased $0.2 million primarily as a net result of decreased compensation and benefits ($0.1
million), increased bad debt expense ($0.2 million), increased customer relations expense ($0.1
million), and increased supplies expense ($0.1 million).
The Graphics Segment third quarter fiscal 2010 operating loss of $(896,000) compares to
operating income of $72,000 in the same period last year. The $1.0 million decrease in operating
income was the result of decreased net sales, decreased gross profit and increased selling and
administrative expenses.
Technology Segment
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
March 31 |
|
(In thousands) |
|
2010 |
|
|
2009 |
|
|
|
|
|
|
|
|
|
|
Net Sales |
|
$ |
1,282 |
|
|
$ |
439 |
|
Gross Profit |
|
$ |
200 |
|
|
$ |
43 |
|
Operating (Loss) |
|
$ |
(37 |
) |
|
$ |
(187 |
) |
Technology Segment net sales of $1,282,000 in the third quarter of fiscal 2010 increased 192%
from third quarter fiscal 2009 net sales of $439,000. The $0.8 million increase in Technology
Segment net sales is primarily the net result of increased sales of solid-state LED video screens
to the entertainment market ($1.1 million) and decreased sales of specialty LED lighting ($0.2
million).
Gross profit of $200,000 in the third quarter of fiscal 2010 increased $157,000 from the same
period last year, and changed from 8.2% to 15.0% as a percentage of Technology Segment net sales
(customer plus inter-segment net sales). The increase is related to the increase in sales volume.
Selling and administrative expenses of $237,000 in the third quarter of fiscal year 2010 were
consistent with the third quarter of the prior year, and decreased to 17.8% as a percentage of
Technology Segment net sales (customer plus inter-segment net sales) due to the increase in sales.
The Technology Segment third quarter fiscal 2010 operating loss of $(37,000) compares to an
operating loss of $(187,000) last year. The decrease in the operating loss was the net result of
increased net sales and gross profit.
Page 30
Electronic Components Segment
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
March 31 |
|
(In thousands) |
|
2010 |
|
|
2009 |
|
|
|
|
|
|
|
|
|
|
Net Sales |
|
$ |
4,014 |
|
|
$ |
|
|
Gross Profit |
|
$ |
1,232 |
|
|
$ |
|
|
Operating Income |
|
$ |
657 |
|
|
$ |
|
|
Electronic Components Segment results include the operations of LSI ADL Technology, a
subsidiary that the Company acquired in July 2009. Therefore, the net sales and operating income
in fiscal 2010 are incremental additions to the Companys results as there were no net sales or
operating income in fiscal 2009. Operating income in the third quarter of fiscal 2010 was reduced
by $30,000 related to the roll-out of fair value inventory adjustments for LSI ADL Technologys
sales of products that were in finished goods or work-in-process inventory on the acquisition date
and therefore were valued at fair value, as opposed to manufactured cost, in the opening balance
sheet in accordance with the requirements of purchase accounting. The final such inventory
adjustment of $38,000 is expected to unfavorably impact the fourth quarter of fiscal 2010 as the
remaining specific inventory items are sold.
All Other Category
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
March 31 |
|
(In thousands) |
|
2010 |
|
|
2009 |
|
|
|
|
|
|
|
|
|
|
Net Sales |
|
$ |
1,812 |
|
|
$ |
1,661 |
|
Gross Profit (Loss) |
|
$ |
(624 |
) |
|
$ |
(59 |
) |
Operating (Loss) |
|
$ |
(3,467 |
) |
|
$ |
(3,471 |
) |
All Other Category net sales of $1,812,000 in the third quarter of fiscal 2010 increased 9.1%
from third quarter fiscal 2009 net sales of $1,661,000. The $0.2 million increase in the All Other
Category net sales is primarily the result of increased sales of electrical wire harnesses ($0.2
million), decreased installation management sales ($0.1 million) and changes in volume or
completion of other customer programs. The Company sold its wire harness operation and business at
the end of the third quarter of fiscal 2010 and will therefore have no further sales of wire
harnesses.
The gross profit loss of $(624,000) in the third quarter of fiscal 2010 compares to a loss of
$(59,000) in the third quarter of fiscal 2009. The $0.6 million increased loss is primarily due to
a $(639,000) loss on the sale of the assets and business of the Companys wire harness operation.
Selling and administrative expenses of $2,843,000, which includes Corporate administration
expenses, in the third quarter of fiscal year 2010 decreased $0.6 million primarily as a result of
the $1.0 million goodwill impairment charge recorded in the third quarter of fiscal year 2009 with
no corresponding charge in fiscal 2010. Changes of expense between years include increased
compensation and benefits expense ($0.3 million), and decreased professional fees expense ($0.1
million).
The All Other Category third quarter fiscal 2010 operating loss of $(3,467,000) compares to an
operating loss of $(3,471,000) in the same period last year. A level operating
loss was the net result of increased net sales and decreased gross profit, decreased goodwill
impairment expense and increased other selling and administrative expenses.
Page 31
Consolidated Results
The Company reported net interest expense of $33,000 in the third quarter of fiscal 2010 as
compared to net interest income of $6,000 in the same period last year. The Company borrowed on
its Canadian line of credit occasionally in the third quarter of fiscal 2009 and essentially its
only borrowings in the third quarter of fiscal 2010 were related to the mortgage loan assumed in
the acquisition of AdL Technology. Commitment fees related to the unused portions of the Companys
lines of credit, and interest income on invested cash are included in the net interest expense
amounts above.
The $1,315,000 income tax benefit in the third quarter of fiscal 2010 reflects an estimated
full year effective tax rate of 53% for the Companys U.S. operations combined with a 30.4%
effective tax rate for the Companys Canadian operation. The U.S. effective tax rate has increased
as compared to prior years because of the significance of certain permanent book-tax differences
relative to the amount of taxable income, as well as an increase in state income taxes. The income
tax benefit in the third quarter of fiscal 2009 was $1,322,000. The estimated full year fiscal
2009 effective tax rate was 29.4% for the Companys U.S. operations and was 30.9% for the Companys
Canadian operations.
The Company reported a net loss of $(2,532,000) in the third quarter of fiscal 2010 as
compared to a net loss of $(2,467,000) last year. The increased net loss is primarily the net
result of increased gross profit on increased net sales, a fiscal 2010 third quarter loss on sale
of a subsidiary, increased operating expenses, and increased net interest expense, partially offset
by a goodwill impairment in fiscal 2009 and none in fiscal 2010. Diluted loss per share were
$(0.10) in the third quarter of fiscal 2010 as compared to a loss of $(0.11) in the same period
last year. The weighted average common shares outstanding for purposes of computing diluted
earnings per share in fiscal 2010 were 24,277,000 shares as compared to 21,801,000 shares last
year, with the increase in shares primarily related to the weighted effect of the 2,469,676 common
shares issued in July 2009 for the acquisition of AdL Technology.
NINE MONTHS ENDED MARCH 31, 2010 COMPARED TO NINE MONTHS ENDED
MARCH 31, 2009
Lighting Segment
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended |
|
|
|
March 31 |
|
(In thousands) |
|
2010 |
|
|
2009 |
|
|
|
|
|
|
|
|
|
|
Net Sales |
|
$ |
118,787 |
|
|
$ |
126,489 |
|
Gross Profit |
|
$ |
27,430 |
|
|
$ |
27,857 |
|
Operating Income (Loss) |
|
$ |
6,648 |
|
|
$ |
(5,691 |
) |
Page 32
Lighting Segment net sales of $118,787,000 in the first nine months of fiscal 2010 decreased
6.1% from nine month fiscal 2009 net sales of $126,489,000. The $7.7 million decrease in Lighting
Segment net sales is primarily the result of a $11.8 million or 24% net increase in lighting sales
to our niche markets (petroleum / convenience store market net sales were up significantly, and net
sales to the automotive dealership and quick service restaurant markets were down) and national
retail accounts, and a $19.5 million or 25.2% decrease in
commissioned net sales to the commercial / industrial lighting market. Sales of lighting to
the petroleum / convenience store market represented 34% and 18% of Lighting Segment net sales in
the first nine months of fiscal years 2010 and 2009, respectively. Net sales of lighting to this,
the Companys largest niche market, were up 79.1% from the same period last year to $40,294,000,
with approximately $17.9 million related to a program with a national petroleum / convenience store
customer who is replacing traditional canopy, site and sign lighting with solid-state LED lighting.
The Company expects to continue to make sales to this particular customer pursuant to new orders
recently received for their non-petroleum convenience stores to be converted in calendar year 2010.
The petroleum / convenience store market has been, and will continue to be, a very important niche
market for the Company. The Lighting Segments net sales of light fixtures having solid-state LED
technology totaled $29.7 million in the first nine months of fiscal 2010, representing over a 640%
increase from last years nine month net sales of solid-state LED light fixtures of $4.0 million.
Gross profit of $27,430,000 in the first nine months of fiscal 2010 decreased $0.4 million or
2% from the same period last year, and increased from 21.1% to 22.0% as a percentage of Lighting
Segment net sales (customer plus inter-segment net sales). The decrease in amount of gross profit
is due to decreased Lighting net sales, partially offset by improved margins resulting from
increased overhead absorption and reduced freight expense. The following items also influenced the
Lighting Segments gross profit margin: competitive pricing pressures; increased indirect wages,
compensation and benefits costs ($1.1 million); increased warranty costs ($0.7 million); decreased
utilities ($0.4 million); decreased depreciation expense ($0.2 million); decreased outside services
($0.1 million) and decreased supplies ($0.1 million).
Selling and administrative expenses of $20,782,000 in the first nine months of fiscal year
2010 decreased $12.8 million primarily as a result of the $11.2 million goodwill impairment charge
recorded in the second quarter of fiscal year 2009 with no similar charge in fiscal 2010.
Additional changes in expense in the first nine months of fiscal 2010 as compared to last year
include: increased employee compensation and benefits expense ($0.5 million), decreased sales
commission expense ($1.1 million), increased research and development expense ($0.5 million),
decreased customer relations expense ($0.6 million); decreased warranty expense ($0.3 million) and
decreased outside services expense ($0.2 million).
The Lighting Segment nine month fiscal 2010 operating income of $6,648,000 compares to an
operating loss of $(5,691,000) in the same period last year. This increase of $12.3 million was
the net result of decreased net sales and decreased gross profit, offset by decreased selling and
administrative expenses ($1.6 million decrease in spending and the absence of an $11.2 million
goodwill impairment charge).
Graphics Segment
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended |
|
|
|
March 31 |
|
(In thousands) |
|
2010 |
|
|
2009 |
|
|
|
|
|
|
|
|
|
|
Net Sales |
|
$ |
52,321 |
|
|
$ |
46,354 |
|
Gross Profit |
|
$ |
10,600 |
|
|
$ |
10,015 |
|
Operating Income |
|
$ |
2,629 |
|
|
$ |
1,742 |
|
Page 33
Graphics Segment net sales of $52,321,000 in the first nine months of fiscal 2010 increased
12.9% from fiscal 2009 nine month net sales of $46,354,000. The $6.0 million increase in Graphics
Segment net sales is primarily the result of image conversion programs and sales to eleven
petroleum / convenience store customers ($12.9 million net increase), a national drug store
retailer ($0.4 million increase), net sales of solid-state LED video screens to
the sports market ($0.5 million increase), a grocery retailer ($5.8 million decrease), a lawn
service company ($0.4 million decrease) and changes in volume or completion of other graphics
programs. Sales of graphics products and services to the petroleum / convenience store market
represented 56% and 37% of Graphics Segment net sales in the first nine months of fiscal years 2010
and 2009, respectively. Net sales of graphics to this, the Companys largest niche market,
increased $11.6 million or 66% from the same period last year to $29,108,000, with approximately
$14.9 million related to a program with one national petroleum / convenience store customer who is
replacing traditional sign lighting with solid-state LED lighting. The Company expects to continue
to make sales to this particular customer pursuant to new orders recently received for their
non-petroleum convenience stores to be converted in calendar year 2010. The petroleum /
convenience store market has been, and will continue to be, a very important niche market for the
Company. The Graphics Segment net sales of products and services related to solid-state LED video
screens and LED lighting for signage totaled $15.7 million in the first nine months of fiscal 2010
as compared to $6.2 million in last years nine month period.
Image and brand programs, whether full conversions or enhancements, are important to the
Companys strategic direction. Image programs include situations where our customers refurbish
their retail sites around the country by replacing some or all of the lighting, graphic elements,
menu board systems and possibly other items they may source from other suppliers. These image
programs often take several quarters to complete and involve both our customers corporate-owned
sites as well as their franchisee-owned sites, the latter of which involve separate sales efforts
by the Company with each franchisee. The Company may not always be able to replace net sales
immediately when a large image conversion program has concluded. Brand programs typically occur as
new products are offered or new departments are created within an existing retail store. Relative
to net sales to a customer before and after an image or brand program, net sales during the program
are typically significantly higher, depending upon how much business is awarded to the Company.
Sales related to a customers image or brand program are reported in either the Lighting Segment,
Graphics Segment, or the All Other Category depending upon the product and/or service provided.
Gross profit of $10,600,000 in the first nine months of fiscal 2010 increased $0.6 million or
6% from last year, and decreased from 21.1% to 20.0% as a percentage of Graphics Segment net sales
(customer plus inter-segment net sales). The increase in amount of gross profit is due primarily
to increased Graphics net sales. The following items also influenced the Graphics Segments gross
profit margin: competitive pricing pressures, and other manufacturing expenses in support of
production requirements ($0.3 million increased warranty expense; $0.2 million decreased
depreciation and utilities; $0.1 million decreased rent expense; and $0.1 million decreased
supplies expense).
Selling and administrative expenses of $7,971,000 in the first nine months of fiscal year 2010
decreased $0.3 million primarily as a result of the $0.7 million goodwill impairment charge
recorded in the second quarter of fiscal year 2009 with no similar charge in fiscal 2010. Changes
of expense between years include increased bad debt expense ($0.4 million), increased customer
relations expense ($0.2 million), decreased compensation and benefits expense ($0.1 million) and
decreased travel expense ($0.1 million).
Page 34
The Graphics Segment nine month fiscal 2010 operating income of $2,629,000 compares to
$1,742,000 in the same period last year. The increase of $0.9 million in operating income was the
net result of increased net sales and increased gross profit, the absence of any goodwill
impairment charge and increased other selling and administrative expenses ($0.4 million increase in
spending and the absence of a $0.7 million goodwill impairment charge).
Technology Segment
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended |
|
|
|
March 31 |
|
(In thousands) |
|
2010 |
|
|
2009 |
|
|
|
|
|
|
|
|
|
|
Net Sales |
|
$ |
2,578 |
|
|
$ |
4,429 |
|
Gross Profit |
|
$ |
857 |
|
|
$ |
1,420 |
|
Operating Income |
|
$ |
74 |
|
|
$ |
185 |
|
Technology Segment net sales of $2,578,000 in the first nine months of fiscal 2010 decreased
41.8% from nine month fiscal 2009 net sales of $4,429,000. The $1.9 million decrease in Technology
Segment net sales is primarily the result of decreased sales of solid-state LED video screens to
the entertainment market ($1.6 million) and decreased sales of specialty LED lighting ($0.3
million).
Gross profit of $857,000 in the first nine months of fiscal 2010 decreased $0.6 million from
the same period last year, and changed from 17.3% to 14.4% as a percentage of Technology Segment
net sales (customer plus inter-segment net sales). The decrease is related to the drop in sales
volume.
Selling and administrative expenses of $783,000 in the first nine months of fiscal year 2010
decreased $0.5 million, and decreased to 13.2% from 15.0% as a percentage of Technology Segment net
sales (customer plus inter-segment net sales). Selling and administrative expenses were down in
line with reduced net sales, including $0.1 million reduced bad debt expense and $0.1 million
reduced warranty expense.
The Technology Segment nine month fiscal 2010 operating income of $74,000 compares to $185,000
in the same period last year. The decrease in operating income of $0.1 million was the net result
of decreased net sales and gross profit, partially offset by decreased selling and administrative
expenses.
Electronic Components Segment
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended |
|
|
|
March 31 |
|
(In thousands) |
|
2010 |
|
|
2009 |
|
|
|
|
|
|
|
|
|
|
Net Sales |
|
$ |
11,661 |
|
|
$ |
|
|
Gross Profit |
|
$ |
3,080 |
|
|
$ |
|
|
Operating Income |
|
$ |
1,462 |
|
|
$ |
|
|
Electronic Components Segment results include the operations of LSI ADL Technology, a
subsidiary that the Company acquired in July 2009. Therefore, the net sales and operating income
in fiscal 2010 are incremental additions to the Companys results as there were no net sales or
operating income in fiscal 2009. Operating income in the first nine months of fiscal 2010 was
reduced by $640,000 related to the roll-out of fair value inventory adjustments for LSI ADL
Technologys sales of products that were in finished goods or work-in-process inventory on the
acquisition date and therefore were valued at fair value, as opposed to manufactured cost, in the
opening balance sheet in accordance with the requirements of purchase accounting. The final such
inventory adjustment of $38,000 is expected to unfavorably impact the fourth quarter of fiscal 2010
as the remaining specific inventory items are sold.
Page 35
All Other Category
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended |
|
|
|
March 31 |
|
(In thousands) |
|
2010 |
|
|
2009 |
|
|
|
|
|
|
|
|
|
|
Net Sales |
|
$ |
5,169 |
|
|
$ |
6,342 |
|
Gross Profit (Loss) |
|
$ |
(197 |
) |
|
$ |
918 |
|
Operating (Loss) |
|
$ |
(9,197 |
) |
|
$ |
(9,822 |
) |
All Other Category net sales of $5,169,000 in the first nine months of fiscal 2010 decreased
18.5% from nine month fiscal 2009 net sales of $6,342,000. The $1.2 million decrease in the All
Other Category net sales is primarily the net result of decreased sales to a quick service
restaurant menu board customer ($1.2 million), decreased sales of electrical wire harnesses ($0.4
million) and changes in volume or completion of other customer programs. The Company sold its wire
harness operation and business at the end of the third quarter of fiscal 2010 and will therefore
have no further sales of wire harnesses.
The gross profit loss of $(197,000) in the first nine months of fiscal 2010 compares to gross
profit of $918,000 in the same period of the prior year. The change is primarily the result of the
$639,000 loss recorded on the March 2010 sale of the assets and business of the Companys wire
harness operation. The remaining $0.5 million decrease in amount of gross profit is primarily due
to decreased net sales and margins.
Selling and administrative expenses of $9,000,000, which includes Corporate administration
expenses, in the first nine months of fiscal year 2010 decreased $1.7 million primarily as a result
of the $2.3 million goodwill impairment charge recorded in the first nine months of fiscal year
2009. Changes of expense between years include acquisition deal costs associated with the
acquisition of LSI ADL Technology ($0.5 million increased expense), increased compensation and
benefits expense ($0.4 million), decreased menu board patent settlement expense ($0.2 million),
decreased outside services expense ($0.2 million), decreased professional fees ($0.2 million),
increased research and development expense ($0.2 million) and decreased depreciation expense ($0.1
million).
The All Other Category nine month fiscal 2010 operating loss of $(9,197,000) compares to an
operating loss of $(9,822,000) in the same period last year. This $0.6 million decreased loss was
the net result of decreased net sales and decreased gross profit, and decreased selling and
administrative expenses.
Consolidated Results
The Company reported net interest expense of $99,000 in the first nine months of fiscal 2010
as compared to net interest income of $2,000 last year. The Company borrowed on its lines of
credit occasionally in the first nine months of fiscal 2009 and essentially its only borrowings in
the first nine months of fiscal 2010 were related to the mortgage loan assumed in the acquisition
of AdL Technology. Commitment fees related to the unused portions of the Companys lines of
credit, and interest income on invested cash are included in the net interest expense amounts
above.
Page 36
The $820,000 income tax expense (consolidated effective tax rate of 54.1%) in the first nine
months of fiscal 2010 reflects an effective tax rate of 53% for the Companys U.S. operations
combined with a 30.4% effective tax rate for the Companys Canadian operation. The U.S. effective
tax rate has increased as compared to prior years because of the
significance of certain permanent book-tax differences relative to the amount of taxable
income, as well as an increase in state income taxes. The income tax benefit in the first nine
months of fiscal 2009 was $427,000 on the Companys pre-tax loss of $(13,584,000). This result was
due to the majority of the goodwill impairment expense of $14.2 million not being deductible,
resulting in a benefit of only $824,000. The Company recorded a $397,000 tax expense (which
includes a $333,000 benefit related to a release of an uncertain income tax position liability
associated with a voluntary disclosure program) related to the operations of the Company which
all nets to the $427,000 income tax benefit in the first nine months of fiscal 2009.
The Company reported a net income of $697,000 in the first nine months of fiscal 2010 as
compared to a net loss of $(13,157,000) in the same period last year. The increased net income is
primarily the result of increased net sales, increased gross profit, goodwill impairment in fiscal
2009 and none in fiscal 2010, partially offset by increased operating expenses, increased net
interest expense and increased income tax expense. Diluted earnings per share were $0.03 in the
first nine months of fiscal 2010 as compared to a loss of $(0.60) in the same period last year. The
weighted average common shares outstanding for purposes of computing diluted earnings per share in
fiscal 2010 were 24,085,000 shares as compared to 21,799,000 shares last year, with the increase in
shares primarily related to the weighted effect of the 2,469,676 common shares issued in July 2009
for the acquisition of AdL Technology.
Liquidity and Capital Resources
The Company considers its level of cash on hand, borrowing capacity, 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.
At March 31, 2010, the Company had working capital of $73.7 million, compared to $72.5 million
at June 30, 2009. The ratio of current assets to current liabilities was 4.68 to 1 as compared to
a ratio of 4.70 to 1 at June 30, 2009. The $1.2 million increase in working capital from June 30,
2009 to March 31, 2010, which was influenced by the acquisition of AdL Technology in July 2009, was
primarily related to increased cash and cash equivalents ($1.6 million), increased inventory ($0.8
million), and decreased accrued expenses ($0.5 million), partially offset by increased accounts
payable ($0.9 million) and decreased net accounts receivable ($0.8 million). The Company has a
strategy of aggressively managing working capital, including reduction of the accounts receivable
days sales outstanding (DSO) and reduction of inventory levels, without reducing service to our
customers.
The Company generated $12.2 million of cash from operating activities in the first nine months
of fiscal 2010 as compared to a generation of $13.4 million in the same period last year. This $1.2
million decrease in net cash flows from operating activities is primarily the net result of greater
net income ($13.9 million favorable), a loss on the sale of a subsidiary ($0.6 million favorable),
goodwill impairment in fiscal 2009 and none in fiscal 2010 ($14.2 million unfavorable), less of a
decrease in accounts receivable (unfavorable change of $6.2 million), less of a decrease in
inventories (unfavorable change of $9.2 million), less of a reduction in customer prepayments
(favorable change of $0.4 million), less of a reduction in accounts payable and other (favorable
change of $12.5 million), more of a reduction in the reserve for bad debts (unfavorable $0.1
million), a larger increase in the inventory obsolescence reserve (favorable $0.1 million),
increased stock option expense (favorable $0.2 million) and less of a decrease in deferred income
tax assets rather than an increase (favorable $0.8 million).
Page 37
Net accounts receivable were $28.9 million and $29.7 million at March 31, 2010 and June 30,
2009, respectively. The decrease of $0.8 million in net receivables is primarily due to combined
effects of a higher amount of net sales in the third quarter of fiscal 2010 as compared to the
fourth quarter of fiscal 2009, decreased DSO, and the addition of LSI ADL Technology ($2.3
million). The DSO decreased to 46 days at March 31, 2010 from 51 days at June 30, 2009. The
Company believes that its receivables are ultimately collectible or recoverable, net of certain
reserves, and that aggregate allowances for doubtful accounts are adequate.
Net inventories at March 31, 2010 increased $0.8 million from June 30, 2009 levels. Based on a
strategy of reducing inventory and in response to customer programs and the timing of shipments, an
inventory increase occurred in the first nine months of fiscal 2010 in the Lighting Segment of
approximately $0.6 million (some of this inventory supports certain graphics programs), and
inventory decreases occurred in the Graphics Segment of approximately $0.4 million, in the
Technology Segment of approximately $1.2 million and in the All Other Category of approximately
$1.5 million (which was primarily related to the Companys sale of its wire harness operation).
Additionally, the Company acquired AdL Technology (reported in the Electronic Components Segment),
which increased net inventory in the first nine months of fiscal 2010 by $3.5 million.
Cash generated from operations and borrowing capacity under two line of credit facilities are
the Companys primary source of liquidity. The Company has an unsecured $30 million revolving line
of credit with its bank group, with all $30 million of the credit line available as of April 29,
2010. This line of credit is a $30 million three year committed credit facility expiring in the
third quarter of fiscal 2013. The Company previously also had a $10 million committed credit
facility that it chose not to renew and therefore let it expire in the third quarter of fiscal
2010. Additionally, the Company has a separate $5 million line of credit, renewable annually in
the fourth fiscal quarter, for the working capital needs of its Canadian subsidiary, LSI Saco
Technologies. As of April 29, 2010, all $5 million of this line of credit is available. The
Company believes that $35 million total renewed lines of credit plus cash flows from operating
activities are adequate for the Companys fiscal 2010 operational and capital expenditure needs.
The Company is in compliance with all of its loan covenants.
The Company used $4.7 million of cash related to investing activities in the first nine months
of fiscal 2010 as compared to a use of $1.2 million in the same period last year, an unfavorable
change of $3.5 million. The primary change between years relates to the amount of fixed assets
purchased, $4,572,000 in fiscal 2010 as compared to $1,156,000 last year ($3.4 million
unfavorable). Spending in both periods is primarily for tooling and equipment. The Company
received $505,000 proceeds from the sale of fixed assets, almost entirely from the sale of the
fixed assets of the Companys wire harness operation. The other change between years relates to
the fiscal 2010 acquisition of AdL Technology, net of cash received ($0.7 million unfavorable).
The Company expects fiscal 2010 capital expenditures to be approximately $7.0 million, exclusive of
business acquisitions. The increase in expected capital expenditures for fiscal 2010 over previous
estimates relates to the Companys strategy of devoting an additional $4 million to increase
manufacturing capacity and replace old technology with updated state-of-the-art equipment during
this recessionary period so as to be fully prepared when the economy improves.
The Company used $5.9 million of cash related to financing activities in the first nine months
of fiscal 2010 as compared to a use of $5.5 million in the same period last year. The $0.3 million
unfavorable change between periods is primarily related to the payment of long-term debt on the
opening balance sheet of the acquired LSI ADL Technology as compared to the fiscal 2009 pay down of
the Companys line of credit ($2.2 million unfavorable) and lower cash dividend payments ($1.8
million favorable). The $1.8 million reduction in dividend payments between years
is primarily the result of a lower per share quarterly dividend rate beginning in the second
quarter of fiscal 2009.
Page 38
The Company has, or could have, on its balance sheet financial instruments consisting
primarily of cash and cash equivalents, short-term investments, revolving lines of credit, and
long-term debt. The fair value of these financial instruments approximates carrying value because
of their short-term maturity and/or variable, market-driven interest rates. The Company has no
financial instruments with off-balance sheet risk and has no off balance sheet arrangements.
On April 21, 2010, the Board of Directors declared a regular quarterly cash dividend of $0.05
per share (approximately $1,202,000) payable May 11, 2010 to shareholders of record on May 4, 2010.
The Companys cash dividend policy is that the indicated annual dividend rate will be set between
50% and 70% 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 Companys Board of Directors, in its discretion,
based upon its evaluation of earnings, cash flow, capital requirements and future business
developments and opportunities, including acquisitions. Accordingly, the Board established an
indicated annual cash dividend rate of $0.20 per share beginning with the first quarter of fiscal
2010 consistent with the above dividend policy.
Critical Accounting Policies and Estimates
The Company is required to make estimates and judgments in the preparation of its financial
statements that affect the reported amounts of assets, liabilities, revenues and expenses, and
related footnote disclosures. The Company bases its estimates on historical experience and on
various other assumptions that are believed to be reasonable under the circumstances, the results
of which form the basis for making judgments about the carrying values of assets and liabilities.
The Company continually reviews these estimates and their underlying assumptions to ensure they
remain appropriate. The Company believes the items discussed below are among its most significant
accounting policies because they utilize estimates about the effect of matters that are inherently
uncertain and therefore are based on managements judgment. Significant changes in the estimates
or assumptions related to any of the following critical accounting policies could possibly have a
material impact on the financial statements.
Revenue Recognition
Revenue is recognized when title to goods and risk of loss have passed to the customer, there
is persuasive evidence of a purchase arrangement, delivery has occurred or services have been
rendered, and collectibility is reasonably assured. Revenue is typically recognized at time of
shipment. In certain arrangements with customers, as is the case with the sale of some of our
solid-state LED video screens, revenue is recognized upon customer acceptance of the video screen
at the job site. Sales are recorded net of estimated returns, rebates and discounts. Amounts
received from customers prior to the recognition of revenue are accounted for as customer
pre-payments and are included in accrued expenses.
The Company has four sources of revenue: revenue from product sales; revenue from
installation of products; service revenue generated from providing integrated design, project and
construction management, site engineering and site permitting; and revenue from shipping and
handling.
Product revenue is recognized on product-only orders upon passing of title and risk of loss,
generally at time of shipment. However, product revenue related to orders where the
customer requires the Company to install the product is recognized when the product is installed.
Other than normal product warranties or the possibility of installation or post-shipment service,
support and maintenance of certain solid state LED video screens, billboards, or active digital
signage, the Company has no post-shipment responsibilities.
Page 39
Installation revenue is recognized when the products have been fully installed. The Company
is not always responsible for installation of products it sells and has no post-installation
responsibilities, other than normal warranties.
Service revenue from integrated design, project and construction management, and site
permitting is recognized when all products have been installed at each individual retail site of
the customer on a proportional performance basis.
Shipping and handling revenue coincides with the recognition of revenue from sale of the
product.
The Company evaluates the appropriateness of revenue recognition in accordance with Accounting
Standards Codification (ASC) Subtopic 605-25, Revenue Recognition: Multiple-Element Arrangements,
and ASC Subtopic 985-605, Software: Revenue Recognition. Our solid-state LED video screens,
billboards and active digital signage contain software elements which the Company has determined
are incidental and excluded from the scope of ASC Subtopic 985-605.
Income Taxes
The Company accounts for income taxes in accordance with Accounting Standards Codification
Topic 740, Income Taxes. Accordingly, deferred income taxes are provided on items that are
reported as either income or expense in different time periods for financial reporting purposes
than they are for income tax purposes. Deferred income tax assets and liabilities are reported on
the Companys balance sheet. Significant management judgment is required in developing the
Companys income tax provision, including the determination of deferred tax assets and liabilities
and any valuation allowances that might be required against deferred tax assets.
The Company operates in multiple taxing jurisdictions and is subject to audit in these
jurisdictions. The Internal Revenue Service and other tax authorities routinely review the
Companys tax returns. These audits can involve complex issues which may require an extended
period of time to resolve. In managements opinion, adequate provision has been made for potential
adjustments arising from these examinations.
The Company is recording estimated interest and penalties related to potential underpayment of
income taxes as a component of tax expense in the Consolidated Statements of Operations. The
reserve for uncertain tax positions is not expected to change significantly in the next 12 months.
Asset Impairment
Carrying values of goodwill and other intangible assets with indefinite lives are reviewed at
least annually for possible impairment in accordance with Accounting Standards Codification Topic
350, Intangibles Goodwill and Other. The Companys impairment review involves the estimation of
the fair value of goodwill and indefinite-lived intangible assets using a combination of a market
approach and an income (discounted cash flow) approach, at the reporting unit level, that requires
significant management judgment with respect to revenue and expense growth rates, changes in
working capital and the selection and use of an appropriate discount
rate. The estimates of fair value of reporting units are based on the best information available
as of the date of the assessment. The use of different assumptions would increase or decrease
estimated discounted future operating cash flows and could increase or decrease an impairment
charge. Company management uses its judgment in assessing whether assets may have become impaired
between annual impairment tests. Indicators such as adverse business conditions, economic factors
and technological change or competitive activities may signal that an asset has become impaired.
Also see Note 7.
Page 40
Carrying values for long-lived tangible assets and definite-lived intangible assets, excluding
goodwill and indefinite-lived intangible assets, are reviewed for possible impairment as
circumstances warrant in connection with Accounting Standards Codification Topic 360, Property,
Plant, and Equipment. Impairment reviews are conducted at the judgment of Company management when
it believes that a change in circumstances in the business or external factors warrants a review.
Circumstances such as the discontinuation of a product or product line, a sudden or consistent
decline in the forecast for a product, changes in technology or in the way an asset is being used,
a history of negative operating cash flow, or an adverse change in legal factors or in the business
climate, among others, may trigger an impairment review. The Companys initial impairment review
to determine if a potential impairment charge is required is based on an undiscounted cash flow
analysis at the lowest level for which identifiable cash flows exist. The analysis requires
judgment with respect to changes in technology, the continued success of product lines and future
volume, revenue and expense growth rates, and discount rates.
Credit and Collections
The Company maintains allowances for doubtful accounts receivable for probable estimated
losses resulting from either customer disputes or the inability of its customers to make required
payments. If the financial condition of the Companys customers were to deteriorate, resulting in
their inability to make the required payments, the Company may be required to record additional
allowances or charges against income. The Company determines its allowance for doubtful accounts
by first considering all known collectibility problems of customers accounts, and then applying
certain percentages against the various aging categories based on the due date of the remaining
receivables. The resulting allowance for doubtful accounts receivable is an estimate based upon
the Companys knowledge of its business and customer base, and historical trends. The Company also
establishes allowances, at the time revenue is recognized, for returns and allowances, discounts,
pricing and other possible customer deductions. These allowances are based upon historical trends.
New Accounting Pronouncements:
In October 2009, the Financial Accounting Standards Board issued ASU 2009-14, Certain Revenue
Arrangements That Include Software Elements. This amended guidance clarifies when revenue can be
recognized when tangible products contain both software and non-software components in a multiple
deliverable arrangement. This update will be effective prospectively for revenue arrangements
entered into or materially modified in fiscal years beginning on or after June 15, 2010 or the
Companys fiscal year 2011. The Company does not expect any impact on its consolidated results of
operations, cash flows or financial position when this amended guidance is adopted.
In October 2009, the Financial Accounting Standards Board issued ASU 2009-13, Multiple
Deliverable Revenue Arrangements. This amended guidance enables companies to account for products
or services (deliverables) separately rather than as a combined unit in certain circumstances.
Accounting Standards Codification Subtopic 605-25, Revenue Recognition: Multiple-Element
Arrangements, establishes the accounting and reporting
guidance for arrangements under which the vendor will perform multiple revenue-generating
activities. The Subtopic addresses how to separate deliverables and how to measure and allocate
arrangement consideration to one or more units of accounting. The amended guidance will be
effective prospectively for revenue arrangements entered into or materially modified in fiscal
years beginning on or after June 15, 2010 or the Companys fiscal year 2011. The Company does not
expect any impact on its consolidated results of operations, cash flows or financial position when
this amended guidance is adopted.
Page 41
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes in the Registrants exposure to market risk since June 30,
2009. Additional information can be found in Item 7A, Quantitative and Qualitative Disclosures
About Market Risk, which appears on page 15 of the Annual Report on Form
10-K for the fiscal year ended June 30, 2009.
ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
An evaluation was performed as of March 31, 2010 under the supervision and with the
participation of the Registrants management, including its Chief Executive Officer and Chief
Financial Officer, of the effectiveness of the design and operation of the Registrants disclosure
controls and procedures pursuant to Rule 13a-15(b) and 15d-15(b) promulgated under the Securities
Exchange Act of 1934. Based upon this evaluation, the Registrants Chief Executive Officer and
Chief Financial Officer concluded that the Registrants disclosure controls and procedures were
effective as of March 31, 2010, in all material respects, to ensure that information required to be
disclosed in the reports the Registrant files and submits under the Exchange Act are recorded,
processed, summarized and reported as and when required.
Changes in Internal Control
There have been no changes in the Companys internal control over financial reporting (as
defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter ended
March 31, 2010, that have materially affected, or are reasonably likely to materially affect, the
Companys internal control over financial reporting.
Page 42
PART II. OTHER INFORMATION
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|
(c) |
|
The Company does not purchase into treasury its own common shares for general purposes.
However, the Company does purchase its own common shares, through a Rabbi Trust, in
connection with investments of employee/participants of the LSI Industries Inc. Non-Qualified
Deferred Compensation Plan. Purchases of Company common shares for this Plan in the second
quarter of fiscal 2010 were as follows: |
ISSUER PURCHASES OF EQUITY SECURITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(d) Maximum Number |
|
|
|
|
|
|
|
|
|
|
|
(c) Total Number of |
|
|
(or Approximate Dollar |
|
|
|
(a) Total |
|
|
|
|
|
|
Shares Purchased as |
|
|
Value) of Shares that |
|
|
|
Number of |
|
|
(b) Average |
|
|
Part of Publicly |
|
|
May Yet Be Purchased |
|
|
|
Shares |
|
|
Price Paid |
|
|
Announced Plans or |
|
|
Under the Plans or |
|
Period |
|
Purchased |
|
|
per Share |
|
|
Programs |
|
|
Programs |
|
1/1/10 to 1/31/10 |
|
|
513 |
|
|
$ |
5.71 |
|
|
|
513 |
|
|
|
(1 |
) |
2/1/10 to 2/28/10 |
|
|
458 |
|
|
$ |
6.40 |
|
|
|
458 |
|
|
|
(1 |
) |
3/1/10 to 3/31/10 |
|
|
413 |
|
|
$ |
7.09 |
|
|
|
413 |
|
|
|
(1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
1,384 |
|
|
$ |
6.35 |
|
|
|
1,384 |
|
|
|
(1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
All acquisitions of shares reflected above have been made in connection with the Companys
Non-Qualified Deferred Compensation Plan, which has been authorized for 375,000 shares of the
Company to be held in the Plan. At March 31, 2010, the Plan held 232,123 shares of the
Company. |
ITEM 6. EXHIBITS
a) Exhibits
|
|
|
|
|
|
31.1 |
|
|
Certification of Principal Executive Officer required by Rule 13a-14(a) |
|
|
|
|
|
|
31.2 |
|
|
Certification of Principal Financial Officer required by Rule 13a-14(a) |
|
|
|
|
|
|
32.1 |
|
|
Section 1350 Certification of Principal Executive Officer |
|
|
|
|
|
|
32.2 |
|
|
Section 1350 Certification of Principal Financial Officer |
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 10, 2010
Page 43