A N N U A L R E P O R T 2 0 0 9
Building upon its success with its
LSI Industries Inc. is an Image
Solutions company, dedicated to
advancing solid-state LED technology
in lighting and graphics applications.
We combine integrated technology,
design, and manufacturing to supply
high quality, environmentally friendly
lighting fixtures and graphics
elements for commercial, retail and
specialty niche market applications.
LSI is a U.S. manufacturer with
marketing/sales efforts throughout
the world with concentration
currently on North American, South
American, Australian, New Zealand,
Asian and European markets.
LED lighting
fixtures and SmartVision® solid-state
LED video boards, LSI is committed to
producing affordable, high
performance, energy efficient lighting
and graphic products for indoor and
outdoor use. We have a vast offering
of innovative solutions for virtually
any lighting or graphics application.
Further, we can provide design
support, engineering, installation and
project management for custom
graphic rollout programs for today’s
retail environment.
LSI’s major markets are the
commercial/industrial lighting,
petroleum/convenience store,
multi-site retail (including automobile
dealerships, restaurants and national
retail accounts), sports and entertain-
ment markets. LSI employs approxi-
mately 1400 people in facilities
located in Ohio, New York, North
Carolina, Kansas, Kentucky, Rhode
Island, Tennessee, Texas and Montreal,
Canada. The Company’s common
shares are traded on the NASDAQ
Global Select Market under the
symbol LYTS.
While fiscal 2009 was certainly a challenging year for us
all, I am pleased to report that the condition of your
company remains very strong. Our accomplishments
during the past 18 months, despite the difficult economy,
have positioned us well to return to the growth-oriented
results you have come to expect from LSI Industries.
Much of what we have achieved will not show in the
traditional financial analysis of the fiscal 2009 results but
is critical to transitioning the Company back to a
growth-oriented posture for fiscal 2010. These steps will
serve to strengthen our performance in fiscal 2010 even
within the framework of a changing marketplace. It is
encouraging that for the first time in over a year, we are
beginning to experience increases in some market
opportunities, new roll out programs and steady growth
in our solid-state LED products.
Our management team has successfully weathered the
volatility of our primary markets and has taken steps to
“right size” our operations company wide, producing a
leaner yet stronger company. We emerge from fiscal
2009 with a strong balance sheet, no long term debt, a
current ratio of 4.7 to 1 and shareholders’ equity of just
over $130 million. Our consistent positive cash position
combined with commercial bank facilities providing $45
million in borrowing capacity ensure that we remain
prepared to continue to invest in the future. We will use
this strength to continue to pursue strategic acquisitions,
upgrade facilities and modernize equipment as we
improve our production technologies and remain
committed to manufacturing products in the United
States. Soon we will dedicate a new Technology
Education Center located in our Cincinnati Corporate
Headquarters. This new resource will be the first of its
kind serving all our markets and will be used to
demonstrate to customers our many advanced capabilities
in Lighting, Graphics and Technology.
Our commitment to developing new product
technologies and new markets while maintaining and
growing our traditional lighting and graphics capabilities
is at the core of our strategic growth vision. Our recent
acquisition of AdL Technology is another important step
to creating innovative solid-state LED lighting, graphics
and video product solutions while enhancing our ability
to support our own production requirements. The
integration of AdL is going well and their business is
strong and continues to grow.
We are continuing to attract experienced and talented
key employees that bring the Company new market
opportunities and further improve the efficiency of our
cost control strategies, enhance our service levels and
accelerate the development of innovative product
solutions.
We now have LED lighting products
introduced to a wide range of specialty niche markets
and the broad commercial and industrial lighting market.
LSI was awarded one of the largest LED lighting projects
in the industry to date during the final weeks of fiscal
2009 and we are now in the process of providing the
products and installation services for one of the largest
national convenience store customers in the United States.
We believe marquee projects like this, combined with the
growing emphasis on energy reduction programs by both
industry and the government, will accelerate the
adoption of LED lighting by many other customers in the
near future.
Internationally, we see even more opportunity to provide
cost effective solutions to markets that are experiencing
higher energy costs and are more quickly embracing the
use of the newer LED technology. LSI prototypes are now
installed in over a dozen countries outside the United
States with several active programs underway. Our
international efforts will increase significantly in fiscal
2010.
LED product development continues to influence the
product solutions offered by our Graphics teams and is
playing a significant role in some of the more active
programs for the first half of fiscal 2010. We look
forward to introducing our new line of menu board
systems with LED technology and are well positioned in
the developing digital signage area with dynamic indoor
and outdoor products for the global markets. There are
many areas of traditional printed graphics that will
continue to transition to digital delivery methods, a
transition for which LSI Graphics is positioned perfectly.
Similar to the lighting group, the last eighteen months
have almost eliminated large graphics change-over
programs. However, as we look into the future, there is
an indication that roll-out programs are now being
considered by many of our large customers. Given our
financial strength and specialized capabilities we are
certainly ready to participate in these programs.
For our shareholders, we believe cash dividends are an
important element in creating shareholder value and
accordingly, LSI has paid regular cash dividends since fiscal
1989. As an indication of our confidence in future
performance, the indicated annual cash dividend rate for
fiscal 2010 has been set at $0.20 per share.
In summary, we are guardedly optimistic that general
business conditions will improve for LSI Industries as we
move into fiscal 2010. We have positioned the Company
properly to take advantage of a better market climate
while maintaining a very straightforward focus on the
fundamental strengths of the Company. For the 33 years
that LSI has been in business, we have always been a
proactive company. This difficult economy that has
existed for the past eighteen months has put LSI into a
reactive mode. We are now transitioning from a reactive
company back to a proactive company. LSI Industries has
the right products, the stable financial platform, the
motivated employees, experienced management teams
and visionary technology innovation to take advantage of
stronger market conditions and an increasing number of
opportunities in the future. I look forward to reporting
our progress and accomplishments as fiscal 2010 unfolds.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
X
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR
THE FISCAL YEAR ENDED JUNE 30, 2009.
OR
____
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM _____________ TO _____________.
Ohio
(State or other jurisdiction of
incorporation or organization)
Commission File No. 0-13375
LSI INDUSTRIES INC.
(Exact name of Registrant as specified in its charter)
10000 Alliance Road
Cincinnati, Ohio 45242
(Address of principal executive offices)
IRS Employer I.D.
No. 31-0888951
(513) 793-3200
(Telephone number of principal executive offices)
Securities Registered Pursuant to Section 12(b) of the Act:
Title of each class
Common shares, no par value
Name of each exchange on which registered
The NASDAQ Stock Market LLC
(NASDAQ Global Select Market)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes [ ]
No [ X]
Securities Registered Pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange
Act.
Yes [ ]
No [ X]
Indicate by check mark 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 X No ___
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will
not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in
Part III of this Form 10-K or any amendment to this Form 10-K. [ ]
Indicate by check mark 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 No
Indicate by check mark 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.
Large accelerated filer [ ] Accelerated filer [ X] Non-accelerated filer [ ] Smaller reporting company [ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes No X
As of December 31, 2008, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant
was approximately $133,300,000 based upon a closing sale price of $6.87 per share as reported on The Nasdaq Global Select
Market.
At August 28, 2009 there were 24,038,889 no par value Common Shares issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's Proxy Statement filed with the Commission for its 2009 Annual Meeting of Shareholders
are incorporated by reference in Part III, as specified.
LSI INDUSTRIES INC.
2009 FORM 10-K ANNUAL REPORT
TABLE OF CONTENTS
PART I
Begins on
Page
ITEM 1.
BUSINESS ......................................................................................................................
ITEM 1A. RISK FACTORS ..............................................................................................................
ITEM 1B. UNRESOLVED STAFF COMMENTS .................................................................................
PROPERTIES .................................................................................................................
ITEM 2.
LEGAL PROCEEDINGS .................................................................................................
ITEM 3.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY
ITEM 4.
HOLDERS ..........................................................................................................
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED SHAREHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES .......................
SELECTED FINANCIAL DATA .......................................................................................
ITEM 6.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS ....................................................
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK ...........
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA ........................................
ITEM 8.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ITEM 9.
ACCOUNTING AND FINANCIAL DISCLOSURE ....................................................
ITEM 9A. CONTROLS AND PROCEDURES .................................................................................
ITEM 9B. OTHER INFORMATION .................................................................................................
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE ..............
ITEM 11. EXECUTIVE COMPENSATION .....................................................................................
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED SHAREHOLDER MATTERS ...............................
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE .....................................................................................................
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES .....................................................
1
8
11
11
13
13
13
14
14
15
16
16
16
17
17
17
17
17
17
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES .............................................
18
PART IV
“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995
This Form 10-K contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, 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 ”guidance,” “forecasts,”
“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 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 and unfavorable economic
and market conditions. These risks and uncertainties also include, but are not limited to, those described in Part I, “Item
IA. Risk Factors” and elsewhere in this report and those described from time to time in our future reports filed with the
Securities and Exchange Commission. The Company undertakes no obligation to publicly revise or update any forward-
looking statements, whether as a result of new information, future events or circumstances.
PART I
ITEM 1. BUSINESS
Our Company
We are a leading provider of comprehensive corporate visual image solutions through the
combination of extensive screen and digital graphics capabilities, a wide variety of high quality indoor
and outdoor lighting products, and related professional services. We also provide graphics and lighting
products and professional services on a stand-alone basis. Our company is the leading provider of
corporate visual image solutions to the petroleum/convenience store industry. We use this leadership
position to penetrate national retailers and multi-site retailers, including quick service and casual
restaurants, video rental and eyewear chains, retail chain stores and automobile dealerships located
primarily in the United States. In addition, we are a leading provider of digital solid-state LED video
screens and LED (light emitting diode) specialty lighting to such markets or industries as sports
stadiums and arenas, digital billboards, and entertainment. We design and develop all aspects of the
solid-state LED video screens and lighting, from the electronic circuit board, to the software to drive and
control the LEDs, to the structure of the LED product.
Our focus on product development and innovation creates products that are essential
components of our customers’ corporate visual image strategy. We develop and manufacture lighting,
graphics and solid-state LED video screen and lighting products and distribute them through an
extensive multi-channel distribution network that allows us to effectively service our target markets.
Representative customers include British Petroleum/Amoco/Arco, Chevron Texaco, 7-Eleven,
ExxonMobil, Shell, Burger King, Dairy Queen, Taco Bell, Wendy’s, Best Buy, CVS Pharmacies, Inc.,
Target Stores, Wal-Mart Stores, Inc., Chrysler, Ford, General Motors, Nissan, Saturn, and Toyota. We
service our customers at the corporate, franchise and local levels.
We believe that national retailers and niche market companies are increasingly seeking single-
source suppliers with the project management skills and service expertise necessary to execute a
comprehensive visual image program. The integration of our graphics, lighting, technology and
professional services capabilities allows our customers to outsource to us the development of an entire
visual image program from the planning and design stage through installation. Our approach is to
combine standard, high-production lighting products, custom graphics applications and professional
services to create complete customer-focused visual image solutions. We also offer products and
services on a stand-alone basis to service our existing image solutions customers, to establish a
presence in a new market or to create a relationship with a new customer. We believe that our ability to
combine graphics and lighting products and professional services into a comprehensive visual image
solution differentiates us from our competitors who offer only stand-alone products for lighting or
graphics and who lack professional services offerings. During the past several years, we have
continued to enhance our ability to provide comprehensive corporate visual image solutions by adding
additional graphics capabilities, lighting products, LED video screens, LED lighting products and
professional services through acquisitions and internal development.
Our business is organized as follows: the Lighting Segment, which represented 69% of our
fiscal 2009 net sales; the Graphics Segment, which represented 26% of our fiscal 2009 net sales; the
Technology Segment, which represented 2% of our fiscal 2009 net sales; and an All Other Category,
which represented 3% of our fiscal 2009 net sales. Our most significant market, which includes sales of
both the Lighting Segment and the Graphics Segment, is the petroleum / convenience store market with
approximately 23%, 28%, and 26% of total net sales concentrated in this market in the fiscal years ended
June 30, 2009, 2008, and 2007, respectively. See Note 2 of Notes to Consolidated Financial Statements
beginning on page F-30 of this Form 10-K for additional information on business segments. Net sales by
segment are as follows (in thousands):
- 1 -
Lighting Segment
Graphics Segment
Technology Segment
All Other Category
Total Net Sales
2009
$160,475
60,765
4,576
7,983
$233,799
2008
$183,694
85,244
9,136
27,212
$305,286
2007
$191,697
107,764
17,132
20,860
$337,453
Lighting Segment
Our lighting segment manufactures and markets outdoor and indoor lighting for the commercial,
industrial and multi-site retail markets, including the petroleum / convenience store market. Our
products are designed and manufactured to provide maximum value and meet the high-quality,
competitively-priced product requirements of our niche markets. We generally avoid specialty or
custom-designed, low-volume products for single order opportunities. We do, however, design
proprietary products used by our national account customers in large volume, and occasionally also
provide custom products for large, specified projects. Our concentration is on our high-volume,
standard product lines that meet our customers’ needs. By focusing our product offerings, we achieve
significant manufacturing and cost efficiencies.
Our lighting fixtures, poles and brackets are produced in a variety of designs, styles and
finishes. Important functional variations include types of mounting, such as pole, bracket and surface,
and the nature of the light requirement, such as down-lighting, wall-wash lighting, canopy lighting, flood-
lighting, area lighting and security lighting. Our engineering staff performs photometric analyses, wind
load safety studies for all light fixtures and also designs our fixtures and lighting systems. Our lighting
products utilize a wide variety of different light sources, including high-intensity discharge metal-halide,
fluorescent, and solid-state LED. The major products and services offered within our lighting segment
include: exterior area lighting, interior lighting, canopy lighting, landscape lighting, LED lighting, light
poles, lighting analysis and photometric layouts. All of our products are designed for performance,
reliability, ease of installation and service, as well as attractive appearance. The Company also has a
focus on designing lighting system solutions and implementing strategies related to energy savings in
substantially all markets served.
We offer our customers expertise in developing and utilizing high-performance LED color and
white lightsource solutions for our Lighting, Graphics and Technology applications, which, when
combined with the Company’s lighting fixture expertise and technology has the potential to result in a
broad spectrum of white light LED fixtures that offer equivalent or improved lighting performance with
significant energy and maintenance savings as compared to the present metal halide and fluorescent
lighting fixtures.
The $23.2 million or 12.6% decrease in Lighting Segment net sales in fiscal 2009 is primarily the
result of a $13.3 million or 17% net decrease in lighting sales to our niche markets (petroleum /
convenience stores, automotive dealerships, and quick service restaurants) and national retail
accounts, and a $9.9 million or 9.2% decrease in commissioned net sales to the commercial / industrial
lighting market.
The $8.0 million or 4.2% decrease in Lighting Segment net sales in fiscal 2008 is primarily the
net result of a $10.0 million or 10.3% increase in commissioned net sales to the commercial and
industrial lighting market, offset by a $17.9 million or 18.9% decrease in lighting sales to our niche
markets of petroleum / convenience stores, automotive dealerships, and retail national accounts (one
large national retailer represented approximately $14.9 million of this reduction as their new store
construction program slowed and the Company has transitioned from primarily interior lighting to
primarily exterior lighting under a new contract).
- 2 -
Graphics Segment
The Graphics Segment manufactures and sells exterior and interior visual image elements related
to graphics. These products are used in graphics displays and visual image programs in several
markets, including the petroleum/convenience store market and multi-site retail operations. Our
extensive lighting and graphics expertise, product offering, visual image solution implementation
capabilities and other professional services represent significant competitive advantages. We work
with corporations and design firms to establish and implement cost effective corporate visual image
programs. Increasingly, we have become the primary supplier of exterior and interior graphics for our
customers. We also offer installation or installation management (utilizing pre-qualified independent
subcontractors throughout the United States) services for those customers who desire that we become
involved in the installation of interior or exterior graphics products.
Our business can be significantly impacted by participation in a customer’s “image conversion
program,” especially if it were to involve a “roll out” of that new image to a significant number of that
customer’s and its franchisees’ retail sites. The impact to our business can be very positive with growth
in net sales and profitability when we are engaged in an image conversion program. This can be
followed in subsequent periods by lesser amounts of business or negative comparisons following
completion of an image conversion program, unless we are successful in replacing that completed
business with participation in a new image conversion program of similar size with one or more
customers. An image conversion program can potentially involve any or all of the following
improvements, changes or refurbishments at a customer’s retail site: interior or exterior lighting (see
discussion above about our lighting segment), interior or exterior store signage and graphics, and
installation of these products in both the prototype and roll out phases of their program. We believe our
retail customers are implementing image conversions on a more frequent basis than in the past,
approximately every five to seven years versus ten to fifteen years in the past, in order to maintain a
safe, fresh look or new image on their site in order to continue to attract customers to their site, and
maintain or grow their market share.
The major products and services offered within our Graphics Segment include the following:
signage and canopy graphics, pump dispenser graphics, building fascia graphics, decals, interior
signage and marketing graphics, aisle markers, wall mural graphics, fleet graphics, prototype program
graphics, installation services for graphics products and solid state LED video screens for the sports
and advertising markets.
The $24.5 million or 28.7% decrease in Graphics Segment net sales in fiscal 2009 is primarily
the result of completion of programs for certain graphics customers, including an image conversion
program for a national drug store retailer ($4.3 million decrease), two petroleum / convenience store
customers’ programs ($25.7 million decrease), reductions of net sales to ten other petroleum /
convenience store customers ($7.0 million decrease) and changes in volume or completion of other
graphics programs. These decreases were partially offset by increased net sales to certain other
customers, including a reimaging program for a grocery customer ($8.9 million increase), and sales of
solid-state LED video screens for sports markets ($5.7 million increase).
The $22.5 million or 20.9% decrease in Graphics Segment net sales in fiscal 2008 is primarily
the result of completion of programs for certain graphics customers or reduction of net sales to other
graphics customers, including an image conversion program for a national drug store retailer ($16.6
million decrease), two petroleum / convenience store customers ($8.0 million decrease), reduced sales
to a telecommunications company ($2.2 million decrease) and changes in volume or completion of
other graphics programs. These decreases were partially offset by increased net sales to certain other
customers, including sales related to an image conversion program in the petroleum / convenience
store market ($6.1 million increase).
- 3 -
Technology Segment
The Technology Segment was created on June 26, 2006 when the Company acquired
substantially all the net assets of SACO Technologies, Inc., which it renamed LSI Saco Technologies,
at a total purchase price of $45.1 million. The new subsidiary has continued to operate in Montreal,
Canada as a worldwide leader and pioneer in the design, production, and support of high-performance
light engines and large format video screens using LED (light emitting diode) technology. LSI Saco
Technologies offers its customers expertise in developing and utilizing high-performance LED color and
white lightsource solutions for both lighting and graphics applications. The Company acquired SACO
Technologies primarily in order to obtain LED technology and also to enter into the large format video
screen business for the sports and entertainment markets. This LED technology has significant
potential for the Company’s Lighting Segment to be combined with the Company’s existing lighting
fixture expertise and technology to develop a broad spectrum of white light LED fixtures that offer
equivalent or improved lighting performance with significant energy and maintenance savings as
compared to the present metal halide and fluorescent lighting fixtures. Additionally, this LED
technology is used in the Company’s Graphics Segment to light, accent and provide color lighting to
graphics display and visual image programs of the Company’s retail, quick service restaurant and
sports market customers.
Net sales of the Technology Segment were $4,576,000 and $9,136,000 in fiscal years 2009 and
2008, respectively. The decrease in fiscal 2009 relates primarily to decreased sales of solid-state LED
video screens for the sports and advertising markets ($3.0 million) and decreased sales of specialty
LED lighting ($2.1 million). Fiscal 2008 net sales of $9,136,000 decreased $8.0 million or 48% from the
prior fiscal year primarily as a result of reduced sales of video screens for the sports markets ($6.5
million) and billboard market ($2.0 million) and reduced specialty LED lighting sales ($1.7 million),
partially offset by increased net sales of LED video screens to the entertainment market ($0.8 million)
and advertising market ($1.2 million).
All Other Category
The All Other Category includes the results of all LSI operations that are not able to be
aggregated into one of the three reportable business segments. Operating results of LSI Marcole, LSI
Adapt, LSI Images as well as Corporate Administrative expenses are included in the All Other
Category. The major products and services offered by operations included in the All Other Category
include: electrical wire harnesses (for LSI’s light fixtures and for the white goods or appliance industry);
exterior and interior menu board systems primarily for the quick service restaurant market; and
surveying, permitting and installation management services related to products of the Graphics
Segment.
Fiscal 2009 net sales of $7,983,000 decreased $19.2 million or 71% from the prior fiscal year
primarily as a net result of one menu board conversion program that was completed in fiscal 2008
($19.8 million decrease). Fiscal 2008 net sales of the All Other Category of $27,212,000 increased
$6.4 million or 30% from the prior year primarily as a net result of one menu board conversion program
that was completed in fiscal 2008 ($10.1 million increase), a $2.9 million decrease in sales to a second
menu board customer, and decreased net sales to electrical wire harness customers ($1.2 million
decrease).
Goodwill Impairment
In fiscal 2009, we recorded a $14,467,000 non-cash goodwill impairment charge. Charges
totaling $11,185,000 were recorded in the Lighting Segment, charges totaling $716,000 were recorded
in the Graphics Segment, and charges in the amount of $2,566,000 were recorded in the All Other
Category. Impairment tests conducted in three of the four fiscal quarters indicated there were full or
partial impairments of goodwill in one of our reporting units in our Lighting Segment, one reporting unit
- 4 -
in the Graphics Segment and one reporting unit in our All Other Category due to the combination of a
decline in the market capitalization of the Company at certain quarter-end balance sheet dates and a
decline in the estimated forecasted discounted cash flows which management attributes to a weaker
economic cycle impacting certain of our customers, notably national retailers.
Our Competitive Strengths
Single Source Comprehensive Visual Image Solution Provider. We believe that we are the only
company serving our target markets that combines significant graphics capabilities, lighting products
and installation implementation capabilities to create comprehensive image solutions. We believe that
our position as a single-source provider creates a competitive advantage over competitors who can
only address either the lighting or the graphics component of a customer’s corporate visual image
program. Using our broad visual image solutions capabilities, our customers can maintain complete
control over the creation of their visual image programs while avoiding the added complexity of
coordinating separate lighting and graphics suppliers and service providers among multiple suppliers.
We can use high technology software to produce computer-generated virtual prototypes of a
customer’s new or improved retail site image. We believe that these capabilities are unique to our
target markets and they allow our customers to make educated, cost-effective decisions quickly.
Proven Ability to Penetrate Target Markets. We have grown our business by establishing a
leadership position in the majority, as defined by our revenues, of our target markets, including
petroleum/convenience stores, automobile dealerships and specialty retailers. Although our
relationship with our customers may begin with the need for a single product or service, we leverage
our broad product and service offering to identify additional products and solutions. We combine
existing graphics, lighting and image element offerings, develop products and add services to create
comprehensive solutions for our customers.
Product Development Focus. We believe that our ability to successfully identify and develop
new products has allowed us to expand our market opportunity and enhance our market position. Our
product development initiatives are designed to increase the value of our product offering by
addressing the needs of our customers and target markets through innovative retrofit enhancements to
existing products or the development of new products. In addition, we believe our product development
process creates value for our customers by producing products that offer energy efficiency, low
maintenance requirements and long-term operating performance at a competitive price based upon the
latest technologies available.
Strong Relationships with our Customers. We have used our innovative products and high-
quality services to develop close, long-standing relationships with a large number of our customers.
Many of our customers are recognized among the leaders in their respective markets; including
customers such as BP, Chrysler, CVS Caremark and Burger King. Their use of our products and
services raises the visibility of our capabilities and facilitates the acceptance of our products and
services in their markets. Within each of these markets, our ability to be a single source provider of
image solutions often creates repeat business opportunities through corporate reimaging programs.
We have served some of our customers since our inception in 1976.
Well-capitalized Balance Sheet. As part of our long-term operating strategy, we believe the
Company maintains a conservative capital structure. With a strong equity base, we are able to
preserve operating flexibility in times of industry expansion and contraction. In the current business
environment, a strong balance sheet demonstrates financial viability to our existing and targeted
customers. In addition, a strong balance sheet enables us to continue important R&D and capital
spending.
Aggressive Use of Our Image Center Capabilities. Our image center capabilities provide us
with a distinct competitive advantage to demonstrate the effectiveness of integrating graphics and
- 5 -
lighting into a complete corporate visual image program. Our technologically advanced image centers,
which demonstrate the depth and breadth of our product and service offerings, have become an
effective component of our sales process.
Maintain our Vertically Integrated Business Model. We consider our company to be a vertically
integrated manufacturer rather than a product assembler. We focus on developing unique customer-
oriented products, solutions and technology, and outsource certain non-core processes and product
components as necessary.
Sales, Marketing and Customers
Our lighting products are sold primarily throughout the United States, but also in Canada,
Australia and Latin America (about 3% of total net sales are outside the United States) using a
combination of regional sales managers, independent sales representatives and distributors. Although
in some cases we sell directly to national firms, more frequently we are designated as a preferred
vendor for product sales to customer-owned as well as franchised, licensed and dealer operations. Our
graphics products, which are program-driven, technology products, and products and services sold by
company operations in the All Other Category are sold primarily through our own sales force. Our
marketing approach and means of distribution vary by product line and by type of market.
Sales are developed by contacts with national retail marketers, branded product companies,
franchise and dealer operations. In addition, sales are also achieved through recommendations from
local architects, engineers, petroleum and electrical distributors and contractors. Our sales are partially
seasonal as installation of outdoor lighting and graphic systems in the northern states decreases during
the winter months.
Our image center capabilities are an important part of our sales process. The image center,
unique within the lighting and graphics industry, is a facility that can produce a computer-generated
virtual prototype of a customer’s facility on a large screen through the combination of high technology
software and audio/visual presentation. With these capabilities, our customers can instantly explore a
wide variety of lighting and graphics alternatives to develop consistent day and nighttime images. Our
image centers give our customers more options, greater control, and more effective time utilization in
the development of lighting, graphics and visual image solutions, all with much less expense than
traditional prototyping. In addition to being cost and time effective for our customers, we believe that
our image center capabilities result in the best solution for our customers’ needs.
The image centers also contain comprehensive indoor and outdoor product display areas that
allow our customers to see many of our products and services in one setting. This aids our customers
in making quick and effective lighting and graphic design decisions through hands-on product
demonstrations and side-by-side comparisons. More importantly, our image center capabilities allow
us to expand our customer’s interest from just a single product into other products and solutions. We
believe that our image center capabilities have further enhanced our position as a highly qualified
outsourcing partner capable of guiding a customer through image alternatives utilizing our lighting and
graphics products and services. We believe this capability distinguishes us from our competitors and
will become increasingly beneficial in attracting additional customers.
Manufacturing and Operations
We design, engineer and manufacture substantially all of our lighting and graphics products
through a vertically integrated business model. By emphasizing high-volume production of standard
product lines, we achieve significant manufacturing efficiencies. When appropriate, we utilize alliances
with vendors to outsource certain products and assemblies. LED products and related software are
engineered, designed and final-assembled by the Company, while much of the manufacturing has been
performed by select qualified vendors. In fiscal 2007, we made all necessary preparations to begin
- 6 -
manufacturing within the Company certain components for certain LED video screens and products.
We are not dependent on any one supplier for any of our component parts.
The principal raw materials and purchased components used in the manufacturing of our
products are steel, aluminum, wire, sockets, lamps, certain fixture housings, acrylic and glass lenses,
lighting ballasts, inks, various graphics substrates such as decal material and vinyls, LEDs and
electrical components. We source these materials and components from a variety of suppliers.
Although an interruption of these supplies and components could disrupt our operations, we believe
generally that alternative sources of supply exist and could be readily arranged. We strive to reduce
price volatility in our purchases of raw materials and components through quarterly or annual contracts
with certain of our suppliers. Our lighting operations generally carry relatively small amounts of finished
goods inventory, except for certain products that are stocked to meet quick delivery requirements.
Most often, lighting products are made to order and shipped shortly after they are manufactured. Our
graphics operations manufacture custom graphics products for customers who frequently require us to
stock certain amounts of finished goods in exchange for their commitment to that inventory. Our
technology operation carries LED and LED component inventory due to longer lead times, and makes
products to order and ships shortly after assembly is complete. In some Graphics programs, customers
also give us a cash advance for the inventory that we stock for them. Customers purchasing LED video
screens routinely give us cash advances for large projects prior to shipment.
We believe we are a low-cost producer for our types of products, and as such, are in a position to
promote our product lines with substantial marketing and sales activities.
Our manufacturing operations are subject to various federal, state and local regulatory
requirements relating to environmental protection and occupational health and safety. We do not expect
to incur material capital expenditures with regard to these matters and believe our facilities are in
compliance with such regulations.
Competition
We experience strong competition in all segments of our business, and in all markets served by
our product lines. Although we have many competitors, some of which have greater financial and other
resources, we do not compete with the same companies across our entire product and service offerings.
We believe product quality and performance, price, customer service, prompt delivery, and reputation to
be important competitive factors.
We have several product and process patents which have been obtained in the normal course of
business. In general, we do not believe that patent protection is critical to our business, however we do
believe that patent protection is important for a few select products.
Additional Information
Our sales are partially seasonal as installation of outdoor lighting and graphic systems in the
northern states lessens during the harshest winter months. We had a backlog of orders, which we
believe to be firm, of $40.5 million and $29.8 million at June 30, 2009 and 2008, respectively. All orders
are believed to be shippable within twelve months. The increase as of June 30, 2009 relates primarily to
a $22 million project with a petroleum / convenience store customer to install retrofit solid-state LED
lighting at over 1,100 of its sites in North America.
We have approximately 1,160 full-time and 80 temporary employees as of June 30, 2009. We
offer a comprehensive compensation and benefit program to most employees, including competitive
wages, a discretionary bonus plan, a profit-sharing plan and retirement plan, and a 401(k) savings plan
(for U.S. employees), a non-qualified deferred compensation plan (for certain employees), an equity
compensation plan, and medical and dental insurance.
- 7 -
We file reports with the Securities and Exchange Commission (“SEC”) on Forms 10-K, 10-Q
and 8-K. You may read and copy any materials filed with the SEC at its public reference room at 100
F. Street, N.E., Room 1580, Washington, D.C. 20549. You may also obtain that information by calling
the SEC at 1-800-SEC-0330. The SEC maintains an internet site that contains reports, proxy and
information statements and other information regarding us. The address of that site is
http://www.sec.gov. Our internet address is http://www.lsi-industries.com. We make available free of
charge through our internet web site our annual report on Form 10-K, quarterly reports on Form 10-Q,
current reports on Form 8-K and any amendments to those reports filed or furnished pursuant to
Section 13(a) of the Securities Exchange Act of 1934 as soon as reasonably practical after we
electronically file them with the SEC. LSI is not including the other information contained on its website
as part of or incorporating it by reference into this Annual Report on Form 10-K.
LSI Industries Inc. is an Ohio corporation, incorporated in 1976.
ITEM 1A. RISK FACTORS
In addition to the other information set forth in this report, you should carefully consider the
following factors which could materially affect our business, financial condition, cash flows or future
results. Any one of these factors could cause the Company’s actual results to vary materially from
recent results or from anticipated future results. The risks described below are not the only risks facing
our Company. Additional risks and uncertainties not currently known to us or that we currently deem to
be immaterial also may materially adversely affect our business, financial condition and/or operating
results.
The markets in which we operate are subject to competitive pressures that could affect selling
prices, and therefore could adversely affect our operating results.
Our businesses operate in markets that are highly competitive, and we compete on the basis of
price, quality, service and/or brand name across the industries and markets served. Some of our
competitors for certain products, primarily in the Lighting Segment, have greater sales, assets and
financial resources than we have. Some of our competitors are based in foreign countries and have cost
structures and prices in foreign currencies. Accordingly, currency fluctuations could cause our U.S.
dollar-priced products to be less competitive than our competitors’ products which are priced in other
currencies. Competitive pressures could affect prices we charge our customers or demand for our
products, which could adversely affect our operating results. Additionally, customers for our products are
attempting to reduce the number of vendors from which they purchase in order to reduce the size and
diversity of their inventories and their transaction costs. To remain competitive, we will need to invest
continuously in manufacturing, marketing, customer service and support, and our distribution networks.
We may not have sufficient resources to continue to make such investments and we may be unable to
maintain our competitive position.
Lower levels of economic activity in our end markets could adversely affect our operating results.
Our businesses operate in several market segments including commercial, industrial, retail,
petroleum / convenience store and entertainment. Operating results can be negatively impacted by
volatility in these markets. Future downturns in any of the markets we serve could adversely affect our
overall sales and profitability.
Our operating results may be adversely affected by unfavorable economic and market
conditions.
Economic conditions worldwide have from time to time contributed to slowdowns in our industry
at large, as well as to the specific segments and markets in which we operate. When combined with
- 8 -
ongoing customer consolidation activity and periodic manufacturing and inventory initiatives, the current
uncertain macro-economic climate, including but not limited to the effects of weakness in credit
markets, could lead to reduced demand from our customers and increased price competition for our
products, increased risk of excess and obsolete inventories and higher overhead costs as a percentage
of revenue. If the markets in which we participate experience further economic downturns, as well as a
slow recovery period, this could negatively impact our sales and revenue generation, margins and
operating expenses, and consequently have a material adverse effect on our business, financial
condition and results of operations.
Price increases or significant shortages of raw materials and components could adversely affect
our operating margin.
The Company purchases large quantities of raw materials and components – mainly steel,
aluminum, ballasts, sockets, wire, plastic, lenses, glass, vinyls, inks, LEDs, and corrugated cartons.
Materials comprise the largest component of costs, representing nearly 62% and 60% of the cost of sales
in 2009 and 2008, respectively. While we have multiple sources of supply for each of our major
requirements, significant shortages could disrupt the supply of raw materials. Further increases in the
price of these raw materials and components could further increase the Company’s operating costs and
materially adversely affect margins. Although the Company attempts to pass along increased costs in the
form of price increases to customers, the Company may be unsuccessful in doing so for competitive
reasons. Even when price increases are successful, the timing of such price increases may lag
significantly behind the incurrence of higher costs.
We have a concentration of net sales to the petroleum / convenience store market, and any
substantial change could have an adverse affect on our business.
Approximately 23% of our net sales in fiscal year 2009 are concentrated in the petroleum /
convenience store market. Sales to this market segment are dependent upon the general conditions
prevailing in and the profitability of the petroleum and convenience store industries and general market
conditions. Our petroleum market business is subject to reactions by the petroleum industry to world
political events, particularly those in the Middle East, and to the price and supply of oil. Major disruptions
in the petroleum industry generally result in a curtailment of retail marketing efforts, including expansion
and refurbishing of retail outlets, by the petroleum industry and adversely affect our business. Any
substantial change in purchasing decisions by one or more of our largest customers, whether due to
actions by our competitors, customer financial constraints, industry factors or otherwise, could have an
adverse effect on our business.
Difficulties with integrating acquisitions could adversely affect operating costs and expected
benefits from those acquisitions.
We have pursued and will continue to seek potential acquisitions to complement and expand our
existing businesses, increase our revenues and profitability, and expand our markets through
acquisitions. We cannot be certain that we will be able to identify, acquire or profitably manage additional
companies or successfully integrate such additional companies without substantial costs, delays or other
problems. Also, companies acquired recently and in the future may not achieve revenues, profitability or
cash flows that justify our investment in them. We expect to spend significant time and effort in
expanding our existing businesses and identifying, completing and integrating acquisitions. We expect to
face competition for acquisition candidates which may limit the number of acquisition opportunities
available to us, possibly leading to a decrease in the rate of growth of our revenues and profitability, and
may result in higher acquisition prices. The success of these acquisitions we do make will depend on our
ability to integrate these businesses into our operations. We may encounter difficulties in integrating
acquisitions into our operations and in managing strategic investments. Therefore, we may not realize
the degree or timing of the benefits anticipated when we first enter into a transaction.
- 9 -
If acquisitions are made in the future and goodwill and intangible assets are recorded on the
balance sheet, circumstances could arise in which the goodwill and intangible assets could
become impaired and therefore would be written off.
We have pursued and will continue to seek potential acquisitions to complement and expand our
existing businesses, increase our revenues and profitability, and expand our markets through
acquisitions. As a result of acquisitions, we have significant goodwill and intangible assets recorded on
our balance sheet. We will continue to evaluate the recoverability of the carrying amount of our
goodwill and intangible assets on an ongoing basis, and we may incur substantial non-cash impairment
charges, which would adversely affect our financial results. There can be no assurance that the
outcome of such reviews in the future will not result in substantial impairment charges. Impairment
assessment inherently involves judgment as to assumptions about expected future cash flows and the
impact of market conditions on those assumptions. Future events and changing market conditions may
impact our assumptions as to prices, costs, holding periods or other factors that may result in changes
in our estimates of future cash flows. Although we believe the assumptions we used in testing for
impairment are reasonable, significant changes in any one of our assumptions could produce a
significantly different result. If there were to be a decline in our market capitalization and a decline in
estimated forecasted discounted cash flows, there could be an impairment of the goodwill and intangible
assets. A non-cash impairment charge could be material to the net income of the reporting period in
which it is recorded.
If customers do not accept new products, we could experience a loss of competitive position
which could adversely affect future revenues.
The Company is committed to product innovation on a timely basis to meet customer demands.
Development of new products for targeted markets requires the Company to develop or otherwise
leverage leading technologies in a cost-effective and timely manner. Failure to meet these changing
demands could result in a loss of competitive position and seriously impact future revenues. Products or
technologies developed by others may render the Company’s products or technologies obsolete or
noncompetitive. A fundamental shift in technologies in key product markets could have a material
adverse effect on the Company’s operating results and competitive position within the industry. More
specifically, the development of new or enhanced products is a complex and uncertain process
requiring the anticipation of technological and market trends. We may experience design,
manufacturing, marketing or other difficulties, such as an inability to attract a sufficient number of
experienced engineers, that could delay or prevent our development, introduction or marketing of new
products or enhancements and result in unexpected expenses. Such difficulties could cause us to lose
business from our customers and could adversely affect our competitive position. In addition, added
expenses could decrease the profitability associated with those products that do not gain market
acceptance.
Our business is cyclical and seasonal, and in downward economic cycles our operating profits
and cash flows could be adversely affected.
Historically, sales of our products have been subject to cyclical variations caused by changes in
general economic conditions. Our revenues in our third quarter ending March 31 are also affected by the
impact of weather on construction and installation programs and the annual budget cycles of major
customers. The demand for our products reflects the capital investment decisions of our customers,
which depend upon the general economic conditions of the markets that our customers serve, including,
particularly, the petroleum and convenience store industries. During periods of expansion in construction
and industrial activity, we generally have benefited from increased demand for our products. Conversely,
downward economic cycles in these industries result in reductions in sales and pricing of our products,
which may reduce our profits and cash flow. During economic downturns, customers also tend to delay
- 10 -
purchases of new products. The cyclical and seasonal nature of our business could at times adversely
affect our liquidity and financial results.
A loss of key personnel or inability to attract qualified personnel could have an adverse affect on
our operating results.
The Company’s future success depends on the ability to attract and retain highly skilled technical,
managerial, marketing and finance personnel, and, to a significant extent, upon the efforts and abilities of
senior management. The Company’s management philosophy of cost-control results in a very lean
workforce. Future success of the Company will depend on, among other factors, the ability to attract and
retain other qualified personnel, particularly management, research and development engineers and
technical sales professionals. The loss of the services of any key employees or the failure to attract or
retain other qualified personnel could have a material adverse effect on the Company’s results of
operations.
The costs of litigation and compliance with environmental regulations, if significantly increased,
could have an adverse affect on our operating profits.
We are, and may in the future be, a party to any number of legal proceedings and claims,
including those involving patent litigation, product liability, employment matters, and environmental
matters, which could be significant. Given the inherent uncertainty of litigation, we can offer no assurance
that existing litigation or a future adverse development will not have a material adverse impact. We are
also subject to various laws and regulations relating to environmental protection and the discharge of
materials into the environment, and it could potentially be possible we could incur substantial costs as a
result of the noncompliance with or liability for clean up or other costs or damages under environmental
laws.
Uncertainties inherent in certain tax and accounting matters could adversely affect our operating
results.
The discussion of goodwill impairment and tax matters in Notes 6, 8 and 12 to our consolidated financial
statements beginning on page F-35 is incorporated by reference.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2. PROPERTIES
The Company has fourteen facilities:
Description
Size
Location
Status
1) LSI Industries Corporate
Headquarters, and
lighting fixture and
graphics manufacturing
243,000 sq. ft.,
(includes 66,000
sq. ft. of office
space)
Cincinnati, OH
Owned
2) LSI Industries pole
122,000 sq. ft.
Cincinnati, OH
Owned
manufacturing and dry
powder-coat painting
- 11 -
3) LSI Metal Fabrication
and LSI Images manu-
facturing and dry
powder-coat painting
98,000 sq. ft.
(includes 5,000
sq. ft. of office
space)
4) LSI Integrated Graphics
office; screen printing
manufacturing; and
architectural graphics
manufacturing
5) Greenlee Lighting office
and manufacturing
6) Grady McCauley office
and manufacturing
7) LSI Marcole office and
manufacturing of electrical
wire harnesses; contract
assembly services
8) LSI MidWest Lighting
office and manufacturing
9) LSI Retail Graphics office
and manufacturing
10) LSI Lightron office
and manufacturing
11) LSI West Coast
Distribution Center
198,000 sq. ft.
(includes 34,000 sq.
ft. of office space)
40,000 sq. ft.
(includes 4,000 sq. ft.
of office space)
210,000 sq. ft.
(includes 20,000
sq. ft. of office space)
61,000 sq. ft.
(includes 5,000 sq. ft.
of office space)
163,000 sq. ft.
(includes 6,000 sq. ft.
of office space and
27,000 sq. ft. of leased
warehouse space)
57,000 sq. ft.
(includes 11,000 sq. ft.
of office space)
170,000 sq. ft. (includes
10,000 sq. ft. of office
space)
Independence, KY
Owned
Houston, TX
Leased
Dallas, TX
Leased
North Canton, OH
Owned
Manchester, TN
Owned
Kansas City, KS
Owned and
Leased
Woonsocket, RI
Owned
New Windsor, NY
Owned and
Leased (a)
24,000 sq. ft.
Fontana, CA
Leased
12) LSI Adapt offices
2,000 sq. ft.
13) LSI Saco Technologies
office and manufacturing
14) LSI ADL Technology office
and manufacturing
32,000 sq. ft. (includes
9,000 sq. ft. of office
space)
57,000 sq. ft. (includes
11,000 sq. ft. of office
space)
North Canton, OH
Charlotte, NC
Owned
Leased
Montreal, Canada
Leased
Hilliard, OH
Owned (b)
(a) The land at this facility is leased and the building is owned.
- 12 -
(b) This subsidiary and facility were acquired July 22, 2009.
The Company considers these facilities (total of 1,477,000 square feet) adequate for its current level of
operations.
ITEM 3.
LEGAL PROCEEDINGS
Nothing to report.
ITEM 4.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None in the fourth quarter.
PART II
ITEM 5.
MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED SHAREHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
(a)
(b)
Common share information appears in Note 17 – SUMMARY OF QUARTERLY RESULTS
(UNAUDITED) under “Range of share prices” beginning on page F-45 of this Form 10-K.
Information related to “Earnings (loss) per share” and “Cash dividends paid per share”
appears in SELECTED FINANCIAL DATA on page F-47 of this Form 10-K. LSI’s shares of
common stock are traded on the NASDAQ Global Select Market under the symbol “LYTS.”
The Company’s policy with respect to dividends, as revised by the Board of Directors in
August 2007, is to pay a quarterly cash dividend representing a payout ratio of between 50%
and 70% of the then current fiscal year net income forecast. Accordingly, the Board of
Directors established a new indicated annual cash dividend rate of $0.20 per share
beginning with the first quarter of fiscal 2009 consistent with the above dividend policy. In
addition to the four quarterly dividend payments, the Company may declare a special year-
end cash and/or stock dividend. The Company has paid annual cash dividends beginning in
fiscal 1987 through fiscal 1994, and quarterly cash dividends since fiscal 1995.
At August 18, 2009, there were 427 shareholders of record. The Company believes this
represents approximately 3,000 beneficial shareholders.
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, as investments of employee/participants of the LSI Industries Inc. Non-
Qualified Deferred Compensation Plan. Purchases of Company common shares for this
Plan in the fourth quarter of fiscal 2009 were as follows:
ISSUER PURCHASES OF EQUITY SECURITIES
(a) Total
Number of
Shares
Purchased
806
1,009
902
2,717
(b) Average
Price Paid
per Share
$5.85
$4.67
$4.61
$5.00
Period
4/1/09 to 4/30/09
5/1/09 to 5/31/09
6/1/09 to 6/30/09
Total
(c) Total Number of
Shares Purchased as
Part of Publicly
Announced Plans or
Programs
806
1,009
902
2,717
(d) Maximum Number
(or Approximate Dollar
Value) of Shares that
May Yet Be Purchased
Under the Plans or
Programs
(1)
(1)
(1)
(1)
- 13 -
(1)
All acquisitions of shares reflected above have been made in connection with the Company's
Non-Qualified Deferred Compensation Plan, which does not contemplate a limit on shares to be
acquired.
The following graph compares the cumulative total shareholder return on the Company's Common
Shares during the five fiscal years ended June 30, 2009 with a cumulative total return on the NASDAQ
Stock Market Index (U.S. companies) and the Dow Jones Electrical Equipment Index. The comparison
assumes $100 was invested June 30, 2004 in the Company's Common Shares and in each of the
indexes presented; it also assumes reinvestment of dividends.
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
Among LSI Industries Inc., The NASDAQ Composite Index
And The Dow Jones US Electrical Components & Equipment Index
$200
$180
$160
$140
$120
$100
$80
$60
$40
$20
$0
6/04
6/05
6/06
6/07
6/08
6/09
LSI Industries Inc.
NASDAQ Composite
Dow Jones US Electrical Components & Equipment
*$100 invested on 6/30/04 in stock or index, including reinvestment of dividends.
Fiscal year ending June 30.
Copyright© 2009 Dow Jones & Co. All rights reserved.
The stock price performance included in this graph is not necessarily indicative of future stock price performance.
ITEM 6.
SELECTED FINANCIAL DATA
"Selected Financial Data" begins on page F-47 of this Form 10-K.
ITEM 7.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" appears on pages F-1 through F-15 of this Form 10-K.
- 14 -
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is exposed to market risk from changes in variable interest rates, changes in prices
of raw materials and component parts, and changes in foreign currency translation rates. Each of these
risks is discussed below.
Interest Rate Risk
The Company earns interest income on its cash, cash equivalents, and short-term investments
and pays interest expense on its debt. Because of variable interest rates, the Company is exposed to risk
of interest rate fluctuations, which impact interest income, interest expense, and cash flows. With the
significant increase in the Company’s short-term cash investments and fourth quarter fiscal 2007 pay
down of all variable rate debt, the adverse exposure to interest rate fluctuations has decreased
considerably.
All of the Company’s $45,000,000 available lines of credit are subject to interest rate fluctuations,
should the Company borrow on these lines of credit. Additionally, the Company expects to generate cash
from its operations that will subsequently be used to pay down as much of the debt (if any is outstanding)
as possible or invest cash in short-term investments (if no debt is outstanding), while still funding the
growth of the Company.
Raw Material Price Risk
The Company purchases large quantities of raw materials and components – mainly steel,
aluminum, ballasts, sockets, wire, plastic, lenses, glass, vinyls, inks, LEDs and corrugated cartons. The
Company’s operating results could be affected by the availability and price fluctuations of these materials.
The Company uses multiple suppliers, has alternate suppliers for most materials, and has no significant
dependence on any single supplier. No significant supply problems have been encountered in recent
years. Price risk for these materials is related to increases in commodity items that affect all users of the
materials, including the Company’s competitors. For the year ended June 30, 2009, the raw material
component of cost of goods sold subject to price risk was approximately $112 million. The Company
does not actively hedge or use derivative instruments to manage its risk in this area. The Company does,
however, seek new vendors, negotiate with existing vendors, and at times commit to minimum volume
levels to mitigate price increases. The Company negotiates supply agreements with certain vendors to
lock in prices over a negotiated period of time. In response to the rising material prices, the Company’s
Lighting Segment announced price increases ranging from 3% to 6%, depending on the product, effective
with August 2006 orders. Because of continued raw material cost increases, the Company announced
additional selected price increases ranging from 5% to 12% effective with August 2008 orders. The
Company’s Graphics Segments generally establishes new sales prices, reflective of the then current raw
material prices, for each custom graphics program as it begins.
Foreign Currency Translation Risk
As a result of the Company’s June 2006 acquisition of SACO Technologies, Inc. (headquartered
in Montreal, Canada), the Company became exposed to fluctuations in foreign currency exchange rates
in the operation of its Canadian business. However, a substantial amount of SACO’s business is
conducted in U.S. dollars, therefore, any potential risk is deemed immaterial.
- 15 -
ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Index to Financial Statements
Financial Statements:
Management’s Report on Internal Control
Over Financial Reporting
Report of Independent Registered Public Accounting Firm
Report of Independent Registered Public Accounting Firm
Consolidated Statements of Operations for the years
ended June 30, 2009, 2008, and 2007
Consolidated Balance Sheets at June 30, 2009 and 2008
Consolidated Statements of Shareholders' Equity for
the years ended June 30, 2009, 2008, and 2007
Consolidated Statements of Cash Flows for the
years ended June 30, 2009, 2008, and 2007
Notes to Consolidated Financial Statements
Financial Statement Schedules:
II -
Valuation and Qualifying Accounts for the
years ended June 30, 2009, 2008, and 2007
Begins
on Page
F-16
F-17
F-19
F-20
F-21
F-23
F-24
F-25
F-48
Schedules other than those listed above are omitted for the reason(s) that they are either not
applicable or not required or because the information required is contained in the financial
statements or notes thereto. Selected quarterly financial data is found in NOTE 17 of the
accompanying consolidated financial statements.
ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
The Company maintains disclosure controls and procedures (as such term is defined in Rules
13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 as amended (the “Exchange Act”))
that are designed to ensure that information required to be disclosed in the Company’s reports under the
Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the
SEC’s rules and forms, and that such information is accumulated and communicated to management,
including the Company’s Chief Executive Officer and Chief Financial Officer, as appropriate, to allow
timely decisions regarding required disclosure. The Company periodically reviews the design and
effectiveness of its disclosure controls and internal control over financial reporting. The Company makes
modifications to improve the design and effectiveness of its disclosure controls and internal control
structure, and may take other corrective action, if its reviews identify a need for such modifications or
actions. The Company’s disclosure controls and procedures are designed to provide reasonable
assurance of achieving their objectives.
As of the end of the period covered by this Form 10-K, an evaluation was completed under the
supervision and with the participation of our management, including Chief Executive Officer and Chief
Financial Officer, regarding the design and effectiveness of our disclosure controls and procedures.
- 16 -
Based on this evaluation, our management, including the Chief Executive Officer and Chief Financial
Officer, has concluded that our disclosure controls and procedures were effective as of June 30, 2009.
Changes in Internal Control
As described in our Form 10-Q for the period ended March 31, 2009, the Company concluded
that it had a material weakness in internal control over financial reporting related to the identification of
reporting units under Statement of Financial Accounting Standards No. 142, Goodwill and Intangible
Assets (“SFAS No. 142”). The Company has remediated this material weakness by the implementation
of new procedures with respect to how the goodwill impairment tests are conducted. Management
reanalyzed the technical application of SFAS No. 142 and redefined its reporting units for goodwill
impairment testing. The goodwill impairment tests are now performed at the operating segment level,
which is the lowest level discrete financial information available and regularly reviewed by
management. These additional procedures have been designed to ensure that all technical aspects of
SFAS No. 142 are properly considered and applied.
Other than as described above, there were no changes in the Company’s 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 June 30, 2009, that have materially affected, or are reasonably likely to materially
affect, the Company’s internal control over financial reporting. See Management’s Report on Internal
Control Over Financial Reporting on page F-16.
ITEM 9B. OTHER INFORMATION
On September 8, 2009, the Audit Committee of the Board of Directors notified Deloitte & Touche
LLP that they would be dismissed as the Company’s independent registered public accounting firm upon
filing of this Annual Report on Form 10-K. On that same date, the Audit Committee of the Board of
Directors notified Grant Thornton LLP that they would be engaged as the Company’s independent
registered public accounting firm upon filing of this Annual Report on Form 10-K.
PART III
ITEMS 10, 11, 12, 13 and 14 of Part III are incorporated by reference to the LSI Industries Inc. Proxy
Statement for its Annual Meeting of Shareholders to be held November 19, 2009, as filed with the
Commission pursuant to Regulation 14A.
ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED SHAREHOLDER MATTERS
The description of equity compensation plans required by Regulation S-K, Item 201(d) is
incorporated by reference to the LSI Industries Inc. Proxy Statement for its Annual Meeting of
Shareholders to be held November 19, 2009, as filed with the Commission pursuant to
Regulation 14A.
The following table presents information about the Company’s equity compensation plans (LSI
Industries Inc. 1995 Stock Option Plan, the LSI Industries Inc. 1995 Directors’ Stock Option Plan and
the 2003 Equity Compensation Plan) as of June 30, 2009.
- 17 -
(a)
Number of securities to
be issued upon
exercise of outstanding
options, warrants and
rights
(b)
Weighted average
exercise price of
outstanding options,
warrants and rights
(c)
Number of securities
remaining available
for future issuance
under equity
compensation plans
(excluding securities
reflected in column
(a))
1,537,212
--
1,537,212
$13.07
--
$13.07
897,683
--
897,683
PART IV
Plan category
Equity compensation plans
approved by security holders
Equity compensation plans not
approved by security holders
Total
ITEM 15.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)
The following documents are filed as part of this report:
(1) Consolidated Financial Statements
Appear as part of Item 8 of this Form 10-K.
(2) Consolidated Financial Statement Schedules
Appear as part of Item 8 of this Form 10-K.
(3)
Exhibits -- Exhibits set forth below are either on file with the Securities and
Exchange Commission and are incorporated by reference as exhibits hereto,
or are filed with this Form 10-K.
Exhibit No.
Exhibit Description
2.1
2.2
3.1
3.2
3.3
Stock Purchase Agreement dated as of June 26, 2006 among LSI Industries
Inc. (“LSI” or the “Registrant”), Jalbout Holdings Inc., 3970957 Canada, Inc.,
Saco Technologies Inc., 4349466 Canada Inc., Fred Jalbout and Bassam
Jalbout filed as Exhibit 2.1 to LSI’s Form 8-K filed June 29, 2006.
Purchase and Sale Agreement dated as of July 22, 2009 among LSI
Industries Inc., LSI Acquisition Inc., ADL Technology Inc., ADL Engineering
Inc., and Craig A. Miller, Kevin A. Kelly and David T. Feeney filed as Exhibit
2.1 to LSI’s Form 8-K filed July 24, 2009.
Articles of Incorporation of LSI filed as Exhibit 3.1 to LSI’s Form S-3
Registration Statement File No. 33-65043.
Amended and Restated Code of Regulations of LSI filed as Exhibit 3 to LSI’s
Form 8-K filed January 22, 2009.
Amendment to Code of Regulations of LSI filed as Exhibit 3 to LSI’s Form 10-
Q for the quarter ended December 31, 2004.
- 18 -
10.1
10.2
10.3
10.4
10.5
10.6
10.7
10.8
10.9*
10.10*
10.11*
10.12*
10.13*
10.14*
Credit Agreement by and among LSI as the Borrower, the banks party thereto
as the lenders thereunder, PNC Bank National Association as the
Administrative Agent and the Syndication Agent, Dated as of March 30, 2001
filed as Exhibit 4 to LSI’s Form 10-K for the fiscal year ended June 30, 2001.
Amendment to Credit Agreement (Dated June 26, 2006) filed as Exhibit 10.5
to LSI’s Form 8-K filed June 29, 2006.
Amendment No. 6 to Credit Agreement dated January 12, 2007 among the
Registrant, PNC Bank, National Association, in its capacity as Lender and The
Fifth Third Bank filed as Exhibit 10.1 to LSI’s Form 8-K filed January 17, 2007.
Amended and Restated 364 Day Notes executed by Registrant in favor of
PNC Bank, National Association and Fifth Third Bank dated March 18, 2009
filed as Exhibit 10.2 to LSI’s Form 8-K filed March 18, 2009.
Loan Agreement dated January 12, 2007 among The Fifth Third Bank, LSI
Saco Technologies Inc. and LSI, as guarantor, filed as Exhibit 10.2 to LSI’s
Form 8-K filed January 17, 2007.
Continuing and Unlimited Guaranty Agreement dated January 12, 2007
executed by the Registrant filed as Exhibit 10.3 to LSI’s Form 8-K filed
January 17, 2007.
Amendment to Credit Agreement (Dated March 18, 2009) filed as Exhibit 10.1
to LSI’s Form 8-K filed March 18, 2009.
First Amendment to Loan Agreement and Guaranty dated as of June 8, 2007
among the Registrant, LSI Saco Technologies Inc., and Fifth Third Bank filed
as Exhibit 10.1 to LSI’s Form 8-K filed June 11, 2007.
LSI Industries Inc. Retirement Plan (Amended and Restated as of February 1,
2006).
Fourth Amendment to the LSI Industries Inc. Retirement Plan (Amended and
Restated as of February 1, 2006).
LSI Industries Inc. 1995 Directors’ Stock Option Plan (Amended as of
December 6, 2001) filed as Exhibit 10 to LSI’s Form S-8 Registration
Statement File No. 333-100038.
LSI Industries Inc. 1995 Stock Option Plan (Amended as of December 6,
2001) filed as Exhibit 10 to LSI’s Form S-8 Registration Statement File No.
333-100039.
LSI Industries Inc. 2003 Equity Compensation Plan (Amended and Restated
through January 25, 2006) filed as Exhibit 10.2 to LSI’s Form 8-K filed January
5, 2006.
Trust Agreement Establishing the Rabbi Trust Agreement by and between LSI
Industries Inc. and Prudential Bank & Trust, FSB filed as Exhibit 10.1 to LSI’s
Form 8-K filed January 5, 2006.
- 19 -
10.15*
10.16*
10.17*
10.18*
10.19
10.20*
10.21
10.22
10.23
10.24
14
21
23.1
31.1
31.2
32.1
LSI Industries Inc. Nonqualified Deferred Compensation Plan (Amended and
Restated as of December 31, 2008) filed as Exhibit 10 to LSI’s Form 8-K filed
October 23, 2008.
Amended Agreement dated January 25, 2005 with Robert J. Ready filed as
Exhibit 10.1 to LSI’s Form 8-K filed January 27, 2005.
Amended Agreement dated January 25, 2005 with James P. Sferra filed as
Exhibit 10.2 to LSI’s Form 8-K filed January 27, 2005.
LSI Industries Inc. 2006 Corporate Officer Incentive Compensation Plan filed as
Exhibit 10.1 to LSI’s Form 8-K filed January 26, 2006.
Registration Rights Agreement dated as of June 26, 2006 by and between LSI
Industries Inc. and Saco Technologies Inc. filed as Exhibit 10.2 to LSI’s Form 8-
K filed June 29, 2006.
Employment Agreement dated as of June 26, 2006 by and between 4349466
Canada Inc. and Fred Jalbout filed as Exhibit 10.3 to LSI’s Form 8-K filed June
29, 2006.
Lease Agreement between 3970957 Canada, Inc. and 4349466 Canada Inc.
filed as Exhibit 10.4 to LSI’s Form 8-K filed June 29, 2006.
Escrow Agreement dated as of July 22, 2009 among LSI Acquisition Inc., Craig
A. Miller, Kevin A. Kelly, David T. Feeney and U.S. Bank, National Association
filed as Exhibit 10.1 to LSI’s Form 8-K filed July 24, 2009.
Registration Rights Agreement dated as of July 22, 2009 by and between LSI
Industries Inc. and Craig A. Miller, Kevin A. Kelly and David T. Feeney filed as
Exhibit 10.2 to LSI’s Form 8-K filed July 24, 2009.
Real Estate Purchase Agreement between Kelmilfeen Ltd. and LSI Acquisition Inc
dated July 22, 2009 filed as Exhibit 10.3 to LSI’s Form 8-K filed July 24, 2009.
Code of Ethics filed as Exhibit 14 to LSI’s Form 10-K for the fiscal year ended
June 30, 2004.
Subsidiaries of the Registrant
Consent of Independent Registered Public Accounting Firm
Certification of Principal Executive Officer required by Rule 13a-14(a)
Certification of Principal Financial Officer required by Rule 13a-14(a)
18 U.S.C. Section 1350 Certification of Principal Executive Officer
18 U.S.C. Section 1350 Certification of Principal Financial Officer
32.2
* Management Compensatory Agreements
LSI will provide shareholders with any exhibit upon the payment of a specified reasonable fee, which fee shall be limited
to LSI’s reasonable expenses in furnishing such exhibit. The exhibits identified herein as being filed with the SEC have
been so filed with the SEC but may not be included in this version of the Annual Report to Shareholders.
- 20 -
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
September 11, 2009
Date
BY: /s/ Robert J. Ready
Robert J. Ready
Chairman of the Board and President
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed
below by the following persons on behalf of the registrant and in the capacities and on the dates
indicated.
Signature
Title
/s/ Robert J. Ready
Robert J. Ready
Date: September 11, 2009
Chairman of the Board, Chief Executive
Officer, and President
(Principal Executive Officer)
/s/ Ronald S. Stowell
Ronald S. Stowell
Date: September 11, 2009
Vice President, Chief Financial Officer, and
Treasurer
(Principal Financial and Accounting Officer)
/s/ Gary P. Kreider
Gary P. Kreider
Date: September 11, 2009
/s/ Dennis B. Meyer
Dennis B. Meyer
Date: September 11, 2009
/s/ Wilfred T. O’Gara
Wilfred T. O’Gara
Date: September 11, 2009
/s/ Mark A. Serrianne
Mark A. Serrianne
Date: September 11, 2009
/s/ James P. Sferra
James P. Sferra
Date: September 11, 2009
Director
Director
Director
Director
Secretary; Executive Vice President
- Manufacturing; and Director
- 21 -
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The Company’s “forward looking statements” and disclosures as presented earlier in this Form
10-K in the “Safe Harbor” Statement should be referred to when reading Management’s Discussion and
Analysis of Financial Condition and Results of Operations.
Net Sales by Business Segment
(In thousands)
2009 2008 2007
$160,475
Lighting Segment
60,765
Graphics Segment
Technology Segment
4,576
7,983
All Other Category
$233,799
$191,697
107,764
17,132
20,860
$337,453
$183,694
85,244
9,136
27,212
$305,286
Operating Income (Loss) by Business Segment
(In thousands)
2009 2008 2007
$ (3,911)
Lighting Segment
2,646
Graphics Segment
Technology Segment
(486)
(12,660)
All Other Category
$ (14,411)
$ 15,310
(14,027)
(4,876)
(7,377)
$ (10,970)
$ 17,219
19,012
480
(4,161)
$ 32,550
As fiscal 2009 progressed, the Company encountered a global economic recession with
unprecedented 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 Company’s business. Taken as a whole, these factors have
caused 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 have taken a number of proactive steps to “right size”
LSI Industries to meet today’s 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
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 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.
The Company’s 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 totaled $18.9 million
in fiscal 2009, representing approximately a 150% increase from last year’s net sales of $7.5 million. In
addition, the Company sells certain elements of graphic identification programs that contain solid-state
LED light sources.
F-1
Results of Operations
2009 Compared to 2008
Lighting Segment
(In thousands)
2009 2008
Net Sales
$160,475
$183,694
Operating Income (Loss)
$ (3,911)
$ 15,310
Lighting Segment net sales of $160,475,000 in fiscal 2009 decreased 12.6% from fiscal 2008
net sales of $183,694,000. The $23.2 million decrease in Lighting Segment net sales is primarily the
result of a $13.3 million or 17% net decrease in lighting sales to our niche markets (petroleum /
convenience stores, automotive dealerships, and quick service restaurants) and national retail
accounts, and a $9.9 million or 9.2% decrease in commissioned net sales to the commercial / industrial
lighting market. Sales of lighting to the petroleum / convenience store market represented 19% and
16% of Lighting Segment net sales in fiscal years 2009 and 2008, respectively. Net sales of lighting to
this, the Company’s largest niche market, were up 2.2% from last year to $30,279,000. The petroleum
/ convenience store market has been, and will continue to be, a very important niche market for the
Company.
Gross profit of $36,403,000 in fiscal 2009 decreased $12.4 million or 25% from the same period
last year, and decreased from 25.9% to 21.9% as a percentage of Lighting Segment net sales
(customer plus intra-segment net sales). The decrease in amount of gross profit is due to decreased
Lighting net sales and margins, caused in part by higher manufacturing overhead costs as a
percentage of net sales due to the lower sales volume. The following items also influenced the Lighting
Segment’s gross profit margin: competitive pricing pressures; decreased direct labor as a percentage
of net sales; decreased indirect wage, compensation and benefits costs ($0.9 million decrease); $0.5
million decreased supplies; $0.4 million decreased depreciation expense; $0.3 million decreased
repairs and maintenance; $0.2 million decreased utilities; and $0.2 million decreased property and real
estate taxes.
Selling and administrative expenses of $29,129,000 in fiscal year 2009 decreased $3.2 million,
and increased to 18.2% as a percentage of Lighting Segment net sales from 17.6% in the same period
last year. Employee compensation and benefits expense increased $0.2 million in fiscal 2009 as
compared to last year, and other changes of expense between years include decreased sales
commission expense ($2.9 million), decreased advertising and literature expense ($0.2 million),
increased bad debt expense ($0.2 million), increased research and development expense ($0.7
million), decreased customer relations expense ($0.3 million) and increased outside services expense
($0.1 million).
The Company recorded a full impairment of goodwill in one reporting unit in the Lighting
Segment in fiscal 2009, and accordingly recorded a non-cash expense in the amount of $11,185,000 as
compared to impairments totaling $1,097,000 of certain intangible assets last year. The impairments in
both years were related to a decline in the market value of the Company’s stock as well as a decline in
the estimated forecasted discounted cash flows expected by the respective reporting units.
The Lighting Segment fiscal 2009 operating loss of $(3,911,000) compares to operating income
of $15,310,000 last year. This decrease of $19.2 million was the result of decreased net sales and
decreased gross profit, and increased impairment charges, partially offset by decreased selling and
administrative expenses.
F-2
Graphics Segment
(In thousands)
2009 2008
Net Sales
$60,765
$ 85,244
Operating Income (Loss)
$ 2,646
$(14,027)
Graphics Segment net sales of $60,765,000 in fiscal 2009 decreased 28.7% from fiscal 2008
net sales of $85,244,000. The $24.5 million decrease in Graphics Segment net sales is primarily the
result of completion of programs for certain graphics customers, including an image conversion
program for a national drug store retailer ($4.3 million decrease), two petroleum / convenience store
customers’ programs ($25.7 million decrease), reductions of net sales to ten other petroleum /
convenience store customers ($7.0 million decrease) and changes in volume or completion of other
graphics programs. These decreases were partially offset by increased net sales to certain other
customers, including a reimaging program for a grocery customer ($8.9 million increase), and sales of
solid-state LED video screens for sports markets ($5.7 million increase). Sales responsibility related to
solid-state LED video screens for sports markets was transferred in fiscal 2009 from the Technology
Segment to the Graphics Segment. Sales of graphics products and services to the petroleum /
convenience store market represented 40% and 65% of Graphics Segment net sales in fiscal years
2009 and 2008, respectively. Net sales of graphics to this, the Company’s largest niche market, were
down 56% from last year to $24,295,000. The petroleum / convenience store market has been, and will
continue to be, a very important niche market for the Company. Net sales of products and services
related to solid-state LED video screens totaled $5.7 million in fiscal 2009, with no such sales in the
Graphics Segment last year.
Image and brand programs, whether full conversions or enhancements, are important to the
Company’s 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 customer’s
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 $13,382,000 in fiscal 2009 decreased $8.1 million or 38% from last year, and
decreased from 24.7% to 21.5% as a percentage of Graphics Segment net sales (customer plus intra-
segment net sales). The decrease in amount of gross profit is due both to decreased Graphics net
sales and margins (both product and installation), increased material costs as a percentage of Graphics
Segment net sales, and under utilized manufacturing capacity. The following items also influenced the
Graphics Segment’s gross profit margin: competitive pricing pressures, decreased direct labor
reflective of less sales volume, and other manufacturing expenses in support of production
requirements ($1.3 million of decreased indirect wage, compensation and benefits costs; $0.4 million
decreased supplies and repairs and maintenance; $0.2 million decreased outside services; and $0.2
million decreased depreciation and utilities).
Selling and administrative expenses of $10,020,000 in fiscal year 2009 decreased $1.8 million,
and increased to 16.5% as a percentage of Graphics Segment net sales from 13.8% in the same period
last year. Employee compensation and benefits expense decreased $0.8 million in fiscal 2009 as
F-3
compared to last year, and other changes of expense between years include decreased bad debt
expense ($0.2 million), decreased customer relations expense ($0.3 million), decreased outside
services expense ($0.2 million), decreased travel and entertainment ($0.1 million), decreased research
and development ($0.2 million) and decreased supplies expense ($0.1 million).
The Company recorded a full impairment of goodwill in one reporting unit in the Graphics
Segment in fiscal 2009, and accordingly recorded a non-cash expense in the amount of $716,000 as
compared to full or partial goodwill and intangible asset impairments of $23,739,000 last year. The
impairments in both years were related to a decline in the market value of the Company’s stock as well
as a decline in the estimated forecasted discounted cash flows expected by the respective reporting
units.
The Graphics Segment fiscal 2009 operating income of $2,646,000 compares to an operating
loss of $(14,027,000) last year. This increased operating income of $16.7 million was the result of
decreased net sales and decreased gross profit, offset by significantly decreased impairment charges
and by decreased selling and administrative expenses.
Technology Segment
(In thousands)
2009 2008
Net Sales
$ 4,576
$ 9,136
Operating Income (Loss)
$ (486)
$(4,876)
Technology Segment net sales of $4,576,000 in fiscal 2009 decreased 49.9% from fiscal 2008
net sales of $9,136,000. The $4.6 million decrease in Technology Segment net sales is primarily the
net result of decreased sales of solid-state LED video screens for sports and advertising markets ($3.0
million) and decreased sales of specialty LED lighting ($2.1 million), partially offset by increased sales
of solid-state LED video screens to the entertainment market ($0.8 million). Sales responsibility related
to solid-state LED video screens for sports markets was transferred in fiscal 2009 from the Technology
Segment to the Graphics Segment.
Gross profit of $1,028,000 in fiscal 2009 decreased $0.2 million or 16% from the same period
last year, and decreased from 12.4% to 11.5% as a percentage of Technology Segment net sales
(customer plus intra-segment net sales). The decrease in amount of gross profit is due to decreased
Technology net sales and margins, partially offset by decreased indirect wages ($0.1 million).
Selling and administrative expenses of $1,514,000 in fiscal year 2009 decreased $1.5 million,
and increased to 33.1% as a percentage of Technology Segment net sales from 32.7% last year.
Employee compensation and benefits expense decreased $0.2 million in fiscal 2009 as compared to
last year, and other changes of expense between years include decreased warranty expense ($0.6
million), increased outside services ($0.2 million), decreased sales commissions expense ($0.2 million)
and decreased expense related to amortization of intangibles ($0.2 million).
The Company recorded a full impairment of goodwill in the reporting unit in the Technology
Segment in fiscal 2008, and accordingly recorded a non-cash expense in the amount of $3,119,000.
There was no impairment charge in fiscal 2009. The impairment was related to a decline in the market
value of the Company’s stock as well as a decline in the estimated forecasted discounted cash flows
expected by the reporting unit.
The Technology Segment fiscal 2009 operating loss of $(486,000) compares to an operating
loss of $(4,876,000) last year. This increase in operating income of $4.4 million was the net result of
F-4
decreased net sales and gross profit, offset by decreased selling and administrative expenses and no
impairment charge in fiscal 2009 as compared to a $3.1 million impairment in fiscal 2008.
All Other Category
(In thousands)
2009 2008
Net Sales
$ 7,983
$27,212
Operating Income (Loss)
$(12,660)
$(7,377)
All Other Category net sales of $7,983,000 in fiscal 2009 decreased 70.7% from fiscal 2008 net
sales of $27,212,000. The $19.2 million decrease in All Other Category net sales is primarily the result
of the fiscal 2008 completion of a menu board replacement program ($19.8 million decrease) and
changes in volume or completion of other customer programs.
Image and brand programs, whether full conversions or enhancements, are important to the
Company’s 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 customer’s
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 $1,014,000 in fiscal 2009 decreased $7.9 million or 89% from last year, and
decreased from 22.5% to 8.4% as a percentage of the All Other Category net sales (customer plus
intra-segment net sales). The decrease in amount of gross profit is primarily due to decreased net
sales and margins, competitive pricing pressures, partially offset by decreased direct labor reflective of
less sales volume, as well as decreased indirect wage, compensation and benefits costs ($0.1 million
reduction).
Selling and administrative expenses of $11,108,000, which includes Corporate administration
expenses, in fiscal year 2009 decreased $5.2 million. Changes of expense between years include
decreased employee compensation and benefits expense ($0.2 million), decreased menu board patent
infringement settlement costs ($2.6 million), decreased legal fees primarily as a result of settlement of
menu board patent litigation ($0.5 million), decreased research and development expense ($0.6
million), decreased depreciation expense ($0.4 million), increased audit/accounting and outside
services fees ($0.2 million), decreased customer relations expense ($0.1 million) and decreased
warranty expense ($0.1 million).
The Company recorded a partial impairment of goodwill in one reporting unit in the All Other
Category in fiscal 2009, and accordingly recorded a non-cash expense in the amount of $2,566,000
with no similar impairment expense in the prior year. The impairment was related to a decline in the
market value of the Company’s stock as well as a decline in the estimated forecasted discounted cash
flows expected by that reporting unit.
The All Other Category fiscal 2009 operating loss of $(12,660,000) compares to an operating
loss of $(7,377,000) in the same period last year. This increased loss of $5.3 million was the result of
F-5
decreased net sales and decreased gross profit, and a goodwill impairment expense in fiscal 2009,
partially offset by decreased selling and administrative expenses.
Consolidated Results
The Company reported net interest income of $8,000 in fiscal 2009 as compared to net interest
income of $279,000 last year. The Company was in a positive cash position and was debt free for
substantially all of fiscal 2008 and generated interest income on invested cash. The Company was
occasionally in a borrowing position in fiscal 2009 and, when in a cash investment position, earned
interest at lower rates than the prior year.
The $989,000 income tax benefit in fiscal 2009 reflects a tax benefit of $105,000 related to the
operations of the Company (which includes a $333,000 release of a FIN 48 income tax liability
associated with a voluntary disclosure program) and a tax benefit of $884,000 associated with the
$14,467,000 impairment of goodwill (the majority of which was non-deductible for tax purposes).
Income tax expense in fiscal 2008 was $2,357,000, which is reflective of income tax expense on the
reduced normal operating results, $1.8 million of valuation reserves on the Company’s Canadian net
operating loss tax benefit and on Canadian tax credits, and the tax benefit recorded on the impairment
charges (goodwill and intangible assets), some of which is not deductible for tax purposes.
The Company reported a net loss of $(13,414,000) in fiscal 2009 as compared to a net loss of
$(13,048,000) last year. The increased net loss is primarily the result of decreased operating income in
the all Segments (which includes pre-tax goodwill and intangible asset impairments of $14,467,000 and
$27,955,000 in fiscal years 2009 and 2008, respectively) and less net interest income, partially offset by
decreased income tax expense. The diluted loss per share was $(0.62) in fiscal 2009, as compared to
a diluted loss per share of $(0.60) last year. The weighted average common shares outstanding for
purposes of computing diluted (loss) per share in fiscal 2009 were 21,800,000 shares as compared to
21,764,000 shares last year.
2008 Compared to 2007
Net sales of $305,286,000 in fiscal 2008 decreased 9.5% from fiscal 2007 net sales of
$337,453,000. Lighting Segment net sales decreased 4.2% to $183,694,000, Graphics Segment net
sales decreased 20.9% to $85,244,000, Technology Segment net sales decreased 46.7% to
$9,136,000 and net sales in the All Other Category increased 30.5% to $27,212,000 as compared to
the prior year. Sales to the petroleum / convenience store market represented 28% and 26% of net
sales in fiscal years 2008 and 2007, respectively. Net sales to this, the Company’s largest niche
market, are reported in both the Lighting and Graphics Segments, depending upon the product or
service sold, and were down 2% from last year to $84,897,000 as Graphics sales to this market
increased 4% and Lighting sales decreased 9%. The petroleum / convenience store market has been,
and will continue to be, a very important niche market for the Company; however, if sales to other
markets and customers increase more than net sales to this market, then the percentage of net sales to
the petroleum / convenience store market would be expected to decline. See Note 3 to these financial
statements on Major Customer Concentrations.
The $8.0 million or 4.2% decrease in Lighting Segment net sales is primarily the net result of a
$10.0 million or 10.3% increase in commissioned net sales to the commercial and industrial lighting
market, offset by a $17.9 million or 18.9% decrease in lighting sales to our niche markets of petroleum /
convenience stores, automotive dealerships, and retail national accounts (one large national retailer
represented approximately $14.9 million of this reduction as their new store construction program
slowed and the Company has transitioned from primarily interior lighting to primarily the exterior lighting
under a new contract).
F-6
The $22.5 million or 20.9% decrease in Graphics Segment net sales is primarily the result of
completion of programs for certain graphics customers or reduction of net sales to other graphics
customers, including an image conversion program for a national drug store retailer ($16.6 million
decrease), two petroleum / convenience store customers ($8.0 million decrease), reduced sales to a
telecommunications company ($2.2 million decrease) and changes in volume or completion of other
graphics programs. These decreases were partially offset by increased net sales to certain other
customers, including sales related to an image conversion program in the petroleum / convenience
store market ($6.1 million increase).
Image and brand programs, whether full conversions or enhancements, are important to the
Company’s 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 of the lighting or graphics business is awarded to the Company.
Sales related to a customer’s image or brand program are reported in either the Lighting or Graphics
Segment or the All Other Category, depending upon the product and/or service provided.
The $8.0 million or 46.7% decrease in Technology Segment net sales is primarily the result of
reduced sales to an LED billboard customer ($2.0 million decrease), reduced sales to customers
involved in sports scoreboards and video screens ($6.5 million decrease), and decreased sales of
specialty LED lighting to two customers ($1.7 million decrease). These decreases were partially offset
by increased sales of LED video screens to the entertainment market ($0.8 million) and advertising
market ($1.2 million increase).
The $6.4 million or 30.5% increase in net sales of the All Other Category is primarily the result
of a menu board conversion for a quick service restaurant retailer which was completed in fiscal 2008
($10.1 million increase in product and installation net sales), a decrease in net sales to a second menu
board customer ($2.9 million decrease), and decreased net sales to electrical wire harness customers
($1.2 million decrease).
Gross profit of $80,427,000 in fiscal 2008 decreased 10% from last year, and decreased from
26.4% to 26.3% as a percentage of net sales. The decrease in amount of gross profit is primarily due
to decreased Graphics net sales and margins, both product and installation, partially offset by
increased gross profit from reduced lighting net sales. The following items also influenced the
Company’s gross profit margin on a consolidated basis: competitive pricing pressures; increased cost
of materials; decreased direct labor reflective of less sales volume; an unfavorable $1.0 million net
realizable value reserve and refurbishment reserve recorded on some Technology Segment inventory;
net decreased wage, compensation and benefits costs ($0.6 million increase in Lighting, $1.0 million
decrease in Graphics and $0.4 million decrease in the All Other Category); $0.5 million of decreased
outside services (primarily in Graphics); $0.3 million decreased lease and rental expense (Graphics and
the All Other Category); $0.3 million decreased repairs and maintenance (primarily Lighting and
Graphics); $0.2 million decreased supplies; and $0.1 million decreased utilities and property taxes).
Selling and administrative expenses of $60,642,000 in fiscal year 2008 increased $3.4 million,
and increased to 19.9% as a percentage of net sales from 17.0% last year. Employee compensation
and benefits expense increased $0.4 million in fiscal 2008 as compared to last year (decreases of $0.5
million and $0.2 million in the Lighting and Graphics Segments, respectively, and increases of $0.5 and
$0.6 million in the Technology Segment and All Other Category, respectively). Other changes of
F-7
expense between years include increased sales commission expense ($2.0 million in Lighting),
increased research & development expense ($1.5 million, primarily associated with research and
development spending related to solid-state LED technology), increased outside services ($1.0 million
primarily in the All Other Category), decreased legal expenses ($0.8 million in the All Other Category),
reduced customer rebates and accommodations ($0.4 million primarily in Graphics), increased warranty
expense ($0.7 million increase in the Technology Segment, partially offset by decreases of $0.1 million
and $0.3 million in Lighting and Graphics, respectively), decreased bad debt expense ($0.3 million
primarily in Graphics), decreased depreciation expense ($0.3 million in the All Other Category), and
increased repairs and maintenance ($0.1 million in the All Other Category).
The Company recorded a $2.8 million expense in fiscal 2008 in the All Other Category related to
the Company’s offer to settle in a menu board patent litigation. Even though the offer to settle this
matter was made in the first quarter of fiscal 2009, as a type one subsequent event, the $2.8 million
charge is required to be recorded in fiscal 2008. While the Company believes its menu board designs
did not infringe upon the plaintiffs’ patents, management believes it is in the best interests of the
Company to achieve certainty in this matter, and therefore has extended a settlement offer. See Note
14 for further discussion. The Company had recorded a favorable reversal of a $0.6 million loss
contingency reserve in fiscal 2007 related to this same menu board patent litigation following a
favorable summary judgment decision in the lower court.
In fiscal 2008, the Company recorded a $27,955,000 non-cash impairment charge in the fourth
quarter as follows: goodwill ($26,175,000) and certain intangible assets ($1,780,000). Impairment
charges totaling $23,739,000 were recorded in the Graphics Segment, $3,119,000 in the Technology
Segment and charges in the amount of $1,097,000 were recorded in the Lighting Segment. There was
no similar impairment expense in fiscal 2007. Step one of the annual impairment test indicated there
was a material impairment of goodwill and certain intangible assets in two of the Company’s reporting
units within its Graphics Segment, two reporting units in its Lighting Segment and one reporting unit in
its Technology Segment due to the combination of a decline in the market capitalization of the
Company at June 30, 2008 and a decline in the estimated forecasted discounted cash flows expected
by the Company which management attributes to a weaker economic cycle impacting certain of the
Company’s customers, notably national retailers. Additionally and included in the amounts above, the
Company determined that a certain trade name in its Lighting Segment was no longer going to be used
in marketing efforts, and therefore a related intangible asset had no value as the Company more than
ever before emphasizes and relies upon its “LSI” brand name recognition in the lighting markets it
serves.
The Company reported net interest income of $279,000 in fiscal 2008 as compared to net
interest expense of $823,000 last year. The Company was in a positive cash position and was debt
free for substantially all of fiscal 2008 and generated interest income on invested cash. The Company
was in a borrowing position the first nine and one-half months of fiscal 2007.
The effective tax rate in fiscal 2007 was 34.5%, resulting in an income tax expense of
$10,938,000. Income tax expense in fiscal 2008 was $2,357,000, which is reflective of income tax
expense on the reduced normal operating results, $1.8 million of valuation reserves on the Company’s
Canadian net operating loss tax benefit and on Canadian tax credits, and the tax credit provision
recorded on the impairment charges (goodwill and intangible assets), some of which is not deductible
for tax purposes. The Company expects an effective income tax rate in fiscal 2009 of approximately
37.5%.
The Company reported a net loss of $13,048,000 in fiscal 2008 as compared to net income of
$20,789,000 last year. The decrease is primarily the result of decreased gross profit on decreased net
sales, a non-cash goodwill and intangible asset impairment charge in fiscal 2008, increased operating
expenses, all partially offset by decreased income tax expense and net interest income as compared to
net interest expense last year. Diluted loss per share was $0.60 in fiscal 2008, as compared to diluted
F-8
earnings per share of $0.95 last year. The weighted average common shares outstanding for purposes
of computing diluted earnings per share in fiscal 2008 were 21,764,000 shares as compared to
21,924,000 shares last year.
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 June 30, 2009, the Company had working capital of $72.5 million, compared to $72.9 million
at June 30, 2008. The ratio of current assets to current liabilities was 4.70 to 1 as compared to a ratio
of 3.32 to 1 at June 30, 2008. The $0.4 million decrease in working capital from June 30, 2008 to June
30, 2009 was primarily related to decreased inventory ($10.3 million) and decreased net accounts
receivable ($9.2 million), partially offset by decreased accounts payable ($6.2 million), decreased
accrued expenses ($5.6 million), increased cash and cash equivalents ($7.0 million), and increased
other current assets ($0.3 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 $16.5 million of cash from operating activities in fiscal 2009 as
compared to a generation of $12.7 million last year. This $3.8 million increase in net cash flows from
operating activities is primarily the net result of less net income ($0.4 million unfavorable), reduced non-
cash goodwill and intangible asset impairment charge in fiscal 2009 ($13.5 million unfavorable), less of
a reduction in accounts receivable (unfavorable change of $7.9 million), a decrease rather than an
increase in inventories (favorable change of $11.3 million), less of a reduction in customer prepayments
(favorable change of $16.7 million), a larger decrease in accounts payable (unfavorable change of $1.8
million), a larger decrease in accrued expenses and other assets (unfavorable change of $5.8 million),
decreased depreciation and amortization (unfavorable $1.0 million), a smaller increase in the reserves
for bad debts (favorable $0.2 million), a larger decrease in obsolete inventory reserves ($0.2 million
unfavorable) and decrease in deferred income tax assets rather than an increase (favorable $6.9
million). The fiscal 2008 significant reduction in customer prepayments is related to the completion of a
menu board replacement program in the Graphics Segment.
Net accounts receivable were $29.7 million and $38.9 million at June 30, 2009 and June 30,
2008, respectively. The decrease of $9.2 million in net receivables is primarily due to a higher amount
of net sales in the fourth quarter of fiscal 2008 as compared to the fourth quarter of fiscal 2009, plus the
affect of decreased DSO (Days’ Sales Outstanding). The DSO decreased to 51 days at June 30, 2009
from 54 days at June 30, 2008. 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 June 30, 2009 decreased $10.3 million from June 30, 2008 levels. Based on
a strategy of reducing inventory and in response to customer programs and the timing of shipments,
inventory decreases occurred in the Lighting Segment of approximately $4.1 million (some of this
inventory supports certain graphics programs), in the Graphics Segment of approximately $3.5 million,
in the Technology Segment of approximately $1.6 million and in the All Other Category of
approximately $1.1 million since June 30, 2008.
Cash generated from operations and borrowing capacity under two line of credit facilities are the
Company’s primary source of liquidity. The Company has an unsecured $40 million revolving line of
credit with its bank group, with all $40 million of the credit line available as of August 14, 2009. This
line of credit consists of a $30 million two year committed credit facility expiring in the third quarter of
F-9
fiscal 2011 and a $10 million committed credit facility expiring in the third quarter of fiscal 2010.
Additionally, the Company has a separate $5 million line of credit, renewable annually in the third fiscal
quarter, for the working capital needs of its Canadian subsidiary, LSI Saco Technologies. Renewal
actions on the $30 million line of credit in the third quarter of fiscal 2009 were such that the interest rate
and unused credit line cost remained the same, but the bank group did not add back a third year of
commitment to the line. With respect to the $10 million line of credit (formerly this was a $20 million
line), the bank group made this a committed line, increased the interest rate by 200 basis points and
added an unused credit fee of 30 basis points, and as a result, the Company reduced the amount
available on this portion of the overall line of credit from $20 million down to $10 million. Renewal
action on the $5 million Canadian line of credit was postponed by the bank to the fourth quarter of fiscal
2009. In the renewal, the bank increased the interest rate to be consistent with the U.S. $10 million line
of credit. As of August 14, 2009, all $5 million of this line of credit is available. The Company believes
that the $45 million total of available lines of credit plus cash flows from operating activities is adequate
for the Company’s fiscal 2010 operational and capital expenditure needs. The Company is in
compliance with all of its loan covenants.
The Company used $3.0 million of cash related to investing activities in fiscal 2009 as compared
to a generation of $4.3 million last year. The primary change between years relates to the fiscal 2008
divestiture of short-term investments ($8.0 million unfavorable) and decreased purchase of fixed assets
($0.7 million favorable). Capital expenditures of $3.0 million in fiscal 2009 compared to $3.7 million last
year. Spending in both periods is primarily for tooling and equipment, with $1.8 million also being spent
in fiscal 2009 for a facility for the Graphics Segment. The Company expects fiscal 2010 capital
expenditures to be approximately $3.0 million, exclusive of business acquisitions.
The Company used $6.5 million of cash related to financing activities in fiscal 2009 as compared
to a use of $12.7 million in the same period last year. The $6.2 million favorable change between periods
is primarily the result of lower cash dividend payments ($6,471,000 in fiscal 2009 as compared to
$13,580,000 in the same period last year). The $7.1 million reduction in dividend payments between
years is primarily the net result of a special year-end dividend of approximately $1.1 million paid in the
first quarter of fiscal 2008 with none in fiscal 2009, and a lower per share dividend rate beginning in the
second quarter of fiscal 2009. Additionally, the Company had cash flow from the exercise of stock
options in fiscal 2008, while there were no exercises in fiscal 2009 ($1.1 million unfavorable).
Contractual Obligations as
of June 30, 2009 (a) Payments Due by Period
Long-Term Debt Obligations
Capital Lease Obligations
Operating Lease Obligations
Purchase Obligations
Other Long-Term Liabilities
Total
Total
$ --
--
5,623
16,781
--
$22,404
Less than
1 year
1-3
years
3-5
years
More than
5 years
$ --
--
1,589
16,625
--
$18,214
$ --
--
3,863
156
--
$4,019
$ --
--
169
--
--
$169
$ --
--
2
--
--
$ 2
(a)
The liability for uncertain tax positions of $2.7 million is not included due to the uncertainty of
timing of payments.
The Company has financial instruments consisting primarily of cash and cash equivalents and
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.
F-10
On August 19, 2009 the Board of Directors declared a regular quarterly cash dividend of $0.05
per share (approximately $1,202,000) payable September 8, 2009 to shareholders of record on
September 1, 2009. The Company’s 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 Company’s 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 a new
indicated annual cash dividend rate of $0.20 per share beginning with the first quarter of fiscal 2010
consistent with the above dividend policy.
Carefully selected acquisitions have long been an important part of the Company’s strategic
growth plans. The Company continues to seek out, screen and evaluate potential acquisitions that
could add to our product lines or enhance the Company’s position in selected markets. The Company
believes adequate financing for any such investments or acquisitions will be available through future
borrowings or through the issuance of common or preferred shares in payment for acquired
businesses. In July 2009, the Company made an acquisition that will vertically integrate the supply
chain for certain components of the Company’s various solid-state LED products. The new company
will operate under the name LSI ADL Technology Inc., and will design, engineer, and manufacture
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 Technology, 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 will allow us to stay on the leading edge of product development,
while at the same time providing opportunities to drive down manufacturing costs and control delivery of
key components. ADL’s capabilities will also have applications in our other LED product lines such as
digital scoreboards, advertising ribbon boards and billboards.
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 management’s 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
The Company recognizes revenue in accordance with Securities and Exchange Commission
Staff Accounting Bulletin No. 104, “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. 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
F-11
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.
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 Emerging
Issues Task Force (EITF) 00-21, “Revenue Arrangements with Multiple Deliverables,” and AICPA
Statement of Position (SOP) 97-2, “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 SOP 97-2.
Income Taxes
The Company accounts for income taxes in accordance with Statement of Financial Accounting
Standards (SFAS) No. 109, “Accounting for 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 Company’s balance sheet. Significant management judgment is required in developing
the Company’s 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 Company’s tax returns.
These audits can involve complex issues which may require an extended period of time to resolve. In
management’s opinion, adequate provision has been made for potential adjustments arising from these
examinations.
The Company adopted the provisions of FASB Interpretation No. 48 (FIN 48), “Accounting for
Uncertainty in Income Taxes,” on July 1, 2007. As a result of adoption, the Company recognized
$2,582,000 in reserves for uncertain tax positions and recorded a charge of $2,582,000 to the July 1,
2007 retained earnings balance.
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.
F-12
Asset Impairment
Carrying values of goodwill and other intangible assets with indefinite lives are reviewed at least
annually for possible impairment in accordance with Statement of Financial Accounting Standards No.
142 (SFAS No. 142), “Goodwill and Other Intangible Assets.” The Company’s 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 6.
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 Statement of Financial Accounting Standards No. 144 (SFAS No. 144),
“Accounting for the Impairment or Disposal of Long-Lived Assets.” 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 Company’s
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 Company’s 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 Company’s
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 September 2006, the Financial Accounting Standards Board issued Statement of Financial
Accounting Standards (SFAS) No. 157, “Fair Value Measurements.” This Statement provides a new
definition of fair value, establishes a framework for measuring fair value in generally accepted
accounting principles (GAAP), and expands disclosures about fair value measurements. The
Statement applies under other accounting pronouncements that require or permit fair value
measurements. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007, or the
Company’s fiscal year 2009. Four FASB Staff Positions (FSP) were subsequently issued. In February
F-13
2007, FSP No. 157-2 delayed the effective date of this SFAS No. 157 for non-financial assets and non-
financial liabilities that are recognized or disclosed at fair value in the financial statements on a
nonrecurring basis to fiscal years beginning after November 15, 2008, or the Company’s fiscal year
2010. FSP No. 157-1, also issued in February 2007, excluded FASB No. 13 “Accounting for Leases”
and other accounting pronouncements that address fair value measurements for purposes of lease
classification or measurement under FASB No. 13. However, this scope exception does not apply to
assets acquired and liabilities assumed in a business combination that are required to be measured at
fair value under FASB Statement No. 141, “Business Combinations” or FASB No. 141R, “Business
Combinations.” This FSP is effective upon initial adoption of SFAS No. 157. There was no impact on
the Company’s consolidated results of operations, cash flows or financial position as a result of
adoption of this Statement, nor will there be with the adoption of FSP No. 157-2 on July 1, 2009.
In December 2007, the Financial Accounting Standards Board (“FASB”) issued Statement of
Financial Accounting Standards (“SFAS”) No. 141(R), “Business Combinations,” which replaces
SFAS No. 141. The statement retains the purchase method of accounting for acquisitions, but
requires a number of changes, including changes in the way assets and liabilities are recognized in
purchase accounting. It also changes the recognition of assets acquired and liabilities assumed
arising from contingencies, requires the capitalization of in-process research and development at
fair value, and requires the expensing of acquisition related costs as incurred. In April 2009, the
Financial Accounting Standards Board issued FASB Staff Position FSP No. 141(R)-1 which applies
to all assets and liabilities assumed in a business combination that arise from contingencies that
would be within the scope of SFAS No. 5, “Accounting for Contingencies,” if not acquired or
assumed in a business combination, except for assets or liabilities arising from contingencies that
are subject to specific guidance in SFAS No. 141(R), “Business Combinations.” SFAS No. 141(R)
and FSP No. 141(R)-1 are effective beginning July 1, 2009 and will apply prospectively to business
combinations completed on or after that date.
In December 2008, the Financial Accounting Standards Board issued Emerging Issues Task Force
EITF 08-7, “Accounting for Defensive Intangible Assets,” which clarifies how to account for acquired
intangible assets in situations in which an entity does not intend to actively use the asset but
intends to hold (lock up) the asset to prevent others from obtaining access to the asset (a defensive
intangible asset), except for intangible assets that are used in research and development activities.
EITF 08-7 is effective for LSI for intangible assets acquired on or after July 1, 2009.
In April 2009, the Financial Accounting Standards Board issued FASB Staff Position (FSP) No. FAS
107-1 and APB 28-1, “Interim Disclosures about Fair Value of Financial Instruments.” This FSP
requires disclosures about fair value of financial instruments for interim reporting periods as well as in
annual financial statements. This FSP is effective for interim reporting periods ending after June 15,
2009.
In May 2009, the Financial Accounting Standards Board issued Statement of Financial Accounting
Standards (SFAS) No. 165, “Subsequent Events.” This Statement establishes general standards of
accounting for and disclosure of events that occur after the balance sheet date but before the financial
statements are issued or are available to be issued. In particular, this Statement sets forth: (1) the
period after the balance sheet date during which management of a reporting entity should evaluate
events or transactions that may occur for potential recognition or disclosure in the financial statements;
(2) the circumstances under which an entity should recognize events or transactions occurring after the
balance sheet date in its financial statements; and (3) the disclosures that an entity should make about
events or transactions that occurred after the balance sheet date. SFAS No. 165 is effective for interim
or annual periods ending after June 15, 2009, or the Company’s fiscal year ending June 30, 2009. The
adoption of SFAS No. 165 did not have a material impact on the Company’s results of operations, cash
flows or financial position.
F-14
In June 2009, the Financial Accounting Standards Board issued Statement of Financial Accounting
Standards (SFAS) No. 167, “Amendments to FASB Interpretation No. 46(R).” This Statement amends
certain requirements of FASB Interpretation No. 46 (revised December 2003), “Consolidation of
Variable Interest Entities,” to improve financial reporting by enterprises involved with variable interest
entities and to provide more relevant and reliable information to users of financial statements. SFAS
No. 167 is effective as of the beginning of the Company’s first annual reporting period that begins after
November 15, 2009, or the Company’s fiscal year beginning July 1, 2010. The Company will evaluate
the impact of adopting SFAS No. 167 and cannot currently estimate the impact on its consolidated
results of operations, cash flows or financial position.
In June 2009, the Financial Accounting Standards Board issued Statement of Financial Accounting
Standards (SFAS) No. 168, “The FASB Accounting Standards CodificationTM and the Hierarchy of
Generally Accepted Accounting Principles.” This Statement identifies the sources of accounting
principles and the framework for selecting the principles used in the preparation of financial statements
of nongovernmental entities that are presented in conformity with generally accepted accounting
principles (GAAP) in the United States. It establishes the Codification as the source of authoritative
GAAP and states that rules and interpretive releases of the Securities and Exchange Commission
(SEC) under federal securities laws are also sources of authoritative GAAP for SEC registrants. SFAS
No. 168 is effective for financial statements issued for interim and annual periods ending after
September 15, 2009, or the Company’s first fiscal quarter ended September 30, 2009.
F-15
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
The Management of LSI Industries Inc. and subsidiaries (the “Company” or “LSI”) is responsible for the
preparation and accuracy of the financial statements and other information included in this report. LSI’s
Management is also responsible for establishing and maintaining adequate internal control over financial
reporting, as such term is defined in Securities Exchange Act Rules 13a-15(f). Under the supervision and
with the participation of Management, including LSI’s Chief Executive Officer and Chief Financial Officer,
the Company conducted an evaluation of the effectiveness of internal control over financial reporting as of
June 30, 2009, based on the criteria set forth in “Internal Control – Integrated Framework” issued by the
Committee of Sponsoring Organizations of the Treadway Commission.
A control system, no matter how well conceived and operated, can provide only reasonable assurance
that the objectives of the control system are met. Because of the inherent limitations in all control
systems, no evaluation of controls can provide absolute assurance that all control issues and instances of
fraud, if any, have been detected. These inherent limitations include the reality that judgments in decision
making can be faulty, the possibility of human error, and the circumvention or overriding of the controls
and procedures.
In meeting its responsibility for the reliability of the financial statements, the Company depends upon its
system of internal accounting controls. The system is designed to provide reasonable assurance that
assets are safeguarded and that transactions are properly authorized and recorded. The system is
supported by policies and guidelines, and by careful selection and training of financial management
personnel. The Company also has a Disclosure Controls Committee, whose responsibility is to help
ensure appropriate disclosures and presentation of the financial statements and notes thereto.
Additionally, the Company has an Internal Audit Department to assist in monitoring compliance with
financial policies and procedures.
The Board of Directors meets its responsibility for overview of the Company's financial statements
through its Audit Committee which is composed entirely of independent Directors who are not employees
of the Company. The Audit Committee meets periodically with Management and Internal Audit to review
and assess the activities of each in meeting their respective responsibilities. Deloitte & Touche LLP has
full access to the Audit Committee to discuss the results of their audit work, the adequacy of internal
accounting controls, and the quality of financial reporting.
Based upon LSI’s evaluation, the Company’s Chief Executive Officer and Chief Financial Officer
concluded that internal control over financial reporting was effective as of June 30, 2009. We reviewed
the results of Management’s assessment with the Audit Committee of our Board of Directors.
Additionally, our independent registered public accounting firm audited and independently assessed the
effectiveness of the Company’s internal control over financial reporting. Deloitte & Touche LLP, an
independent registered public accounting firm has issued an attestation report on the effectiveness of
the Company’s internal control over financial reporting, which is presented in the financial statements.
Robert J. Ready
President and Chief Executive Officer
(Principal Executive Officer)
Ronald S. Stowell
Vice President, Chief Financial Officer, and Treasurer
(Principal Financial Officer)
F-16
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of
LSI Industries Inc.
Cincinnati, Ohio
We have audited LSI Industries Inc.’s and subsidiaries' (the "Company's") internal control over financial
reporting as of June 30, 2009, based on criteria established in Internal Control — Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company's
management is responsible for maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting, included in the
accompanying Management’s Report On Internal Control Over Financial Reporting. Our responsibility
is to express an opinion on the Company's internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether effective internal control over financial reporting was maintained
in all material respects. Our audit included obtaining an understanding of internal control over financial
reporting, assessing the risk that a material weakness exists, testing and evaluating the design and
operating effectiveness of internal control based on that risk, and performing such other procedures as
we considered necessary in the circumstances. We believe that our audit provides a reasonable basis
for our opinion.
A company's internal control over financial reporting is a process designed by, or under the supervision
of, the company's principal executive and principal financial officers, or persons performing similar
functions, and effected by the company's board of directors, management, and other personnel to
provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting
principles. A company's internal control over financial reporting includes those policies and procedures
that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial statements in accordance with
generally accepted accounting principles, and that receipts and expenditures of the company are being
made only in accordance with authorizations of management and directors of the company; and (3)
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition,
use, or disposition of the company's assets that could have a material effect on the financial
statements.
Because of the inherent limitations of internal control over financial reporting, including the possibility of
collusion or improper management override of controls, material misstatements due to error or fraud
may not be prevented or detected on a timely basis. Also, projections of any evaluation of the
effectiveness of the internal control over financial reporting to future periods are subject to the risk that
the controls may become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.
In our opinion, the Company has maintained, in all material respects, effective internal control over
financial reporting as of June 30, 2009, based on the criteria established in Internal Control —
Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States), the consolidated financial statements and financial statement schedule as of and
for the year ended June 30, 2009 of the Company and our report dated September 11, 2009 expressed
an unqualified opinion on those financial statements and financial statement schedule and includes an
explanatory paragraph regarding the Company’s adoption of Financial Accounting Standards Board
F-17
Interpretation No. 48, Accounting for Uncertainty in Income Taxes – an Interpretation of Financial
Accounting Standards Board Statement No. 109, on July 1, 2007.
/s/ Deloitte & Touche LLP
Cincinnati, Ohio
September 11, 2009
F-18
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of
LSI Industries Inc.
Cincinnati, Ohio
We have audited the accompanying consolidated balance sheets of LSI Industries Inc. and subsidiaries
(the "Company") as of June 30, 2009 and 2008, and the related consolidated statements of operations,
shareholders' equity, and cash flows for each of the three years in the period ended June 30, 2009.
Our audits also included the consolidated financial statement schedule listed in the Index at Item 15.
These consolidated financial statements and financial statement schedule are the responsibility of the
Company's management. Our responsibility is to express an opinion on these financial statements and
financial statement schedule based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting
Oversight Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all material respects, the
financial position of LSI Industries Inc. and subsidiaries as of June 30, 2009 and 2008, and the results
of their operations and their cash flows for each of the three years in the period ended June 30, 2009,
in conformity with accounting principles generally accepted in the United States of America. Also, in
our opinion, such consolidated financial statement schedule, when considered in relation to the basic
consolidated financial statements taken as a whole, presents fairly, in all material respects, the
information set forth therein.
As discussed in Note 8 to the consolidated financial statements, the Company adopted Financial
Accounting Standards Board Interpretation No. 48, Accounting for Uncertainty in Income Taxes – an
Interpretation of Financial Accounting Standards Board Statement No. 109, on July 1, 2007.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States), the Company's internal control over financial reporting as of June 30, 2009,
based on the criteria established in Internal Control—Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission and our report dated September 11, 2009
expressed an unqualified opinion on the Company's internal control over financial reporting.
/s/ Deloitte & Touche LLP
Cincinnati, Ohio
September 11, 2009
F-19
LSI INDUSTRIES INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
For the years ended June 30, 2009, 2008, and 2007
(In thousands, except per share)
2009 2008 2007
Net sales
$233,799
$305,286
$337,453
Cost of products and services sold
181,972
224,859
248,274
Gross profit
51,827
80,427
89,179
Selling and administrative expenses
51,571
60,642
57,219
Loss contingency (see Note 14)
200
2,800
(590)
Goodwill and intangible asset impairment
14,467
27,955
--
Operating income (loss)
(14,411)
(10,970)
32,550
Interest (income)
Interest expense
(97)
(360)
(139)
89
81
962
Income (loss) before income taxes
(14,403)
(10,691)
31,727
Income tax expense (benefit)
(989)
2,357
10,938
Net income (loss)
$(13,414)
$(13,048)
$ 20,789
Earnings (loss) per common share (see Note 4)
Basic
Diluted
Weighted average common shares
outstanding
Basic
Diluted
$ (0.62)
$ (0.60)
$ 0.96
$ (0.62)
$ (0.60)
$ 0.95
21,800
21,764
21,676
21,800
21,764
21,924
The accompanying notes are an
integral part of these financial statements.
F-20
LSI INDUSTRIES INC.
CONSOLIDATED BALANCE SHEETS
June 30, 2009 and 2008
(In thousands, except shares)
2009 2008
ASSETS
Current Assets
Cash and cash equivalents
$ 13,986
$ 6,992
Accounts and notes receivable, less
allowance for doubtful accounts of
$532 and $585, respectively
Inventories
Refundable income taxes
29,681
40,196
3,619
38,857
50,509
1,834
Other current assets
4,635
6,111
Total current assets
92,117
104,303
6,501
35,270
61,342
167
103,280
(61,237)
42,043
1,558
12,981
6,190
33,344
62,473
125
102,132
(57,378)
44,754
16,025
15,060
4,419
4,072
$153,118
$184,214
Property, Plant and Equipment, at cost
Land
Buildings
Machinery and equipment
Construction in progress
Less accumulated depreciation
Net property, plant and equipment
Goodwill, net
Other Intangible Assets, net
Other Assets, net
Total assets
The accompanying notes are an
integral part of these financial statements.
F-21
2009 2008
LIABILITIES & SHAREHOLDERS' EQUITY
Current Liabilities
Accounts payable
Accrued expenses
Total current liabilities
Other Long-Term Liabilities
Commitments and contingencies (Note 14)
Shareholders' Equity
Preferred shares, without par value;
Authorized 1,000,000 shares, none issued
Common shares, without par value;
Authorized 30,000,000 shares;
Outstanding 21,579,741 and 21,585,390
shares, respectively
Retained earnings
$ 9,249
10,368
19,617
3,028
$ 15,452
15,988
31,440
3,584
--
--
82,833
47,640
81,665
67,525
Total shareholders' equity
130,473
149,190
Total liabilities & shareholders’ equity
$153,118
$184,214
The accompanying notes are an
integral part of these financial statements.
F-22
LSI INDUSTRIES INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
For the years ended June 30, 2009, 2008, and 2007
(In thousands, except per share)
Common Shares
Number of Retained
Shares Amount Earnings Total
Balance at June 30, 2006
21,462
$78,087
$86,898
$164,985
Net income
Stock compensation awards
Purchase of treasury shares, net
Deferred stock compensation
Stock option expense
Stock options exercised, net
--
3
(16)
--
--
44
--
44
(292)
229
721
537
20,789
20,789
--
--
--
--
--
44
(292)
229
721
537
Dividends - $0.51 per share
--
--
(10,952)
(10,952)
Balance at June 30, 2007
21,493
79,326
96,735
176,061
Net (loss)
Adoption of FIN 48 - reserve for
uncertain tax positions
Stock compensation awards
Purchase of treasury shares, net
Deferred stock compensation
Stock option expense
Stock options exercised, net
--
--
2
(7)
--
--
97
--
(13,048)
(13,048)
--
44
(177)
150
1,246
1,076
(2,582)
(2,582)
--
--
--
--
--
44
(177)
150
1,246
1,076
Dividends - $0.63 per share
--
--
(13,580)
(13,580)
Balance at June 30, 2008
21,585
81,665
67,525
149,190
Net (loss)
Stock compensation awards
Purchase of treasury shares, net
Deferred stock compensation
Stock option expense
Stock options exercised, net
--
6
(11)
--
--
--
--
41
(29)
(28)
1,184
--
(13,414)
(13,414)
--
--
--
--
--
41
(29)
(28)
1,184
--
Dividends - $0.30 per share
--
--
(6,471)
(6,471)
Balance at June 30, 2009
21,580
$82,833
$ 47,640
$130,473
The accompanying notes are an integral part
of these financial statements.
F-23
LSI INDUSTRIES INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the years ended June 30, 2009, 2008, and 2007
(In thousands) 2009 2008 2007
Cash Flows From Operating Activities
Net income (loss)
$(13,414)
$(13,048)
$20,789
Non-cash items included in net income (loss)
Depreciation and amortization
Goodwill and intangible asset impairment
Deferred income taxes
Deferred compensation plan
Stock option expense
Issuance of common shares as compensation
(Gain) loss on disposition of fixed assets
Allowance for doubtful accounts
Inventory obsolescence reserve
Change (excluding effects of acquisitions) in
Accounts receivable, gross
Inventories, gross
Refundable income taxes
Accounts payable
Accrued expenses and other
Customer prepayments
Net cash flows from operating activities
Cash Flows From Investing Activities
Purchases of property, plant, and equipment
Proceeds from sale of fixed assets
Purchases of short-term investments
Proceeds from sale of short-term investments
Acquisition of a business, net of cash received
Net cash flows (used in) investing activities
Cash Flows From Financing Activities
Proceeds from issuance of long-term debt
Payment of long-term debt
Cash dividends paid
Exercise of stock options
Issuance of treasury shares
Purchase of treasury shares
7,746
14,467
1,001
(28)
1,184
41
36
(53)
(228)
9,229
10,541
(1,785)
(6,203)
(6,044)
(4)
16,486
(2,994)
2
--
--
--
(2,992)
1,282
(1,282)
(6,471)
--
159
(188)
8,789
27,955
(5,904)
150
1,246
44
59
(237)
(32)
17,130
(746)
(1,470)
(4,382)
(224)
(16,670)
12,660
(3,723)
5
--
8,000
--
4,282
958
(958)
(13,580)
1,076
85
(262)
9,002
--
545
229
721
44
245
166
22
(4,359)
(4,408)
(225)
(3,140)
3,281
14,052
36,964
(5,960)
3,846
(8,000)
--
(141)
(10,255)
9,881
(26,474)
(10,952)
537
15
(307)
Net cash flows (used in) financing activities
(6,500)
(12,681)
(27,300)
Increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
The accompanying notes are an
integral part of these financial statements.
6,994
6,992
$13,986
4,261
2,731
$ 6,992
(591)
3,322
$ 2,731
F-24
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - 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.
Revenue Recognition:
The Company recognizes revenue in accordance with Securities and Exchange Commission Staff
Accounting Bulletin No. 104, “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. 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.
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 Emerging Issues
Task Force (EITF) 00-21, “Revenue Arrangements with Multiple Deliverables,” and AICPA Statement of
Position (SOP) 97-2, “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 SOP 97-2.
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 Company’s 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
F-25
known collectibility problems of customers’ accounts, and then applying certain percentages against the
various aging categories of the remaining receivables. The resulting allowance for doubtful accounts
receivable is an estimate based upon the Company’s 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.
The following table presents the Company’s net accounts receivable at the dates indicated.
(In thousands) 6/30/09 6/30/08
Accounts receivable
less Allowance for doubtful accounts
Accounts receivable, net
$30,213
(532)
$29,681
$39,442
(585)
$38,857
Short-Term Investments:
Short-term investments consist of tax free (federal) investments in high grade government agency backed
bonds for which the interest rate resets weekly and the Company has a seven day put option. These
investments are classified as available-for-sale securities and are stated at fair market value, which
represents the most recent reset amount at period end. The Company invested in these types of short-
term investments for certain periods of time during fiscal years 2007 and 2008.
Cash and Cash Equivalents:
The cash balance includes cash and cash equivalents which have original maturities of less than three
months. At June 30, 2009 and 2008 the bank balances included $0 and $3,376,000, respectively, in
excess of FDIC insurance limits.
Inventories:
Inventories are stated at the lower of cost or market, with appropriate reserves recorded for obsolete
inventory. 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
Machinery and equipment
Computer software
28 - 40 years
3 - 10 years
3 - 8 years
Costs related to the purchase, internal development, and implementation of the Company’s fully
integrated enterprise resource planning/business operating software system are either capitalized or
expensed in accordance with the American Institute of Certified Public Accountants’ Statement of
Position 98-1, “Accounting for the Costs of Computer Software Developed or Obtained for Internal
Use.” The current business operating software was first implemented in January 2000. All costs
capitalized for the business operating software are being depreciated over an eight year life from the
date placed in service. Other purchased computer software is being depreciated over periods ranging
from three to five years. Leasehold improvements are depreciated over the shorter of fifteen years or
the remaining term of the lease. The Company recorded $5,667,000, $6,463,000, and $6,674,000 of
depreciation expense in the years ended June 30, 2009, 2008 and 2007, respectively.
F-26
Intangible Assets:
Intangible assets consisting of customer relationships, trade names and trademarks, patents, technology
and software, and non-compete agreements are recorded on the Company's balance sheet and the
definite-lived intangible assets are being amortized to expense on a straight line basis over periods
ranging between two and twenty years. The excess of cost over fair value of assets acquired ("goodwill")
is not amortized but is subject to review for impairment. See additional information about goodwill and
intangibles in Note 6. The Company periodically evaluates intangible assets for permanent impairment.
Fair Value of Financial Instruments:
The Company customarily has financial instruments consisting primarily of cash and cash equivalents
and 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.
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 defects returned
within one to five years from 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 Company’s warranty liabilities, which are included in accrued expenses in the
accompanying consolidated balance sheets, during the years ended June 30 were as follows:
(In thousands) 2009 2008
Balance at beginning of the year
Additions charged to expense
Deductions for repairs and replacements
Balance at end of the year
$ 257
557
(591)
$ 223
$ 314
1,141
(1,198)
$ 257
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 Company’s financial position, results of operations,
cash flows or liquidity. See also Note 14.
Employee Benefit Plans:
The Company has a defined contribution retirement plan and a discretionary profit sharing plan covering
substantially all of its non-union employees in the United States, and a non-qualified deferred
compensation plan covering certain employees. The costs of employee benefit plans are charged to
expense and funded annually. Total costs were $1,592,000 in 2009, $2,197,000 in 2008, and $2,064,000
in 2007.
F-27
Research and Development Costs:
Research and development expenses are costs directly attributable to new product development 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.
Research and development costs incurred total $4,052,000 for fiscal 2009, $4,111,000 for fiscal 2008,
and $2,592,000 for fiscal 2007.
Advertising Expense:
The Company recorded $301,000, $530,000 and $556,000 of advertising expense in 2009, 2008 and
2007, respectively. Advertising costs are expensed the first time the advertising occurs. Expense related
to printed product or capabilities literature, brochures, etc. is recorded on a ratable basis over the useful
life of that printed media.
Income Taxes:
The Company accounts for income taxes in accordance with Statement of Financial Accounting
Standards No. 109 (SFAS No. 109) and Financial Accounting Standards Board Interpretation No. 48 (FIN
48); accordingly, deferred income tax assets and liabilities are determined based upon the difference
between the financial statement basis and the tax basis of assets and liabilities using enacted tax rates in
effect for the year in which the differences are expected to reverse. Deferred income tax assets and
liabilities are reported on the Company’s balance sheet. See also Note 8 and Note 12.
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 Company’s 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 226,000 shares in 2009, 210,000
shares in 2008, and 448,000 shares in 2007. See also Note 4.
Stock Options:
The Company adopted Statement of Financial Accounting Standards (SFAS) No. 123(R), “Share-Based
Payment,” effective July 1, 2005. SFAS No. 123(R) requires public entities to measure the cost of
employee services received in exchange for an award of equity instruments and recognize this cost over
the period during which an employee is required to provide the services.
There were no disqualifying dispositions of shares from stock option exercises in fiscal 2009. The
Company recorded $228,500 in fiscal 2008 as a reduction of federal income taxes payable, $221,300 as
an increase in common stock, and $7,200 as a reduction of income tax expense to reflect the tax credits it
will receive as a result of disqualifying dispositions of shares from stock option exercises. This had the
effect of reducing cash flow from operating activities and increasing cash flow from financing activities by
$221,300. The Company recorded $115,200 in fiscal 2007 as a reduction of federal income taxes
payable, $104,950 as an increase in common stock, and $10,250 as a reduction of income tax expense
to reflect the tax credits it will receive as a result of disqualifying dispositions of shares from stock option
exercises. This had the effect of reducing cash flow from operating activities and increasing cash flow
from financing activities by $104,950. See further discussion in Note 10.
F-28
New Accounting Pronouncements:
In September 2006, the Financial Accounting Standards Board issued Statement of Financial
Accounting Standards (SFAS) No. 157, “Fair Value Measurements.” This Statement provides a new
definition of fair value, establishes a framework for measuring fair value in generally accepted
accounting principles (GAAP), and expands disclosures about fair value measurements. The
Statement applies under other accounting pronouncements that require or permit fair value
measurements. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007, or the
Company’s fiscal year 2009. Four FASB Staff Positions (FSP) were subsequently issued. In February
2007, FSP No. 157-2 delayed the effective date of this SFAS No. 157 for non-financial assets and non-
financial liabilities that are recognized or disclosed at fair value in the financial statements on a
nonrecurring basis to fiscal years beginning after November 15, 2008, or the Company’s fiscal year
2010. FSP No. 157-1, also issued in February 2007, excluded FASB No. 13 “Accounting for Leases”
and other accounting pronouncements that address fair value measurements for purposes of lease
classification or measurement under FASB No. 13. However, this scope exception does not apply to
assets acquired and liabilities assumed in a business combination that are required to be measured at
fair value under FASB Statement No. 141, “Business Combinations” or FASB No. 141R, “Business
Combinations.” This FSP is effective upon initial adoption of SFAS No. 157. There was no impact on
the Company’s consolidated results of operations, cash flows or financial position as a result of
adoption of this Statement, nor will there be with the adoption of FSP No. 157-2 on July 1, 2009.
In December 2007, the Financial Accounting Standards Board (“FASB”) issued Statement of
Financial Accounting Standards (“SFAS”) No. 141(R), “Business Combinations,” which replaces
SFAS No. 141. The statement retains the purchase method of accounting for acquisitions, but
requires a number of changes, including changes in the way assets and liabilities are recognized in
purchase accounting. It also changes the recognition of assets acquired and liabilities assumed
arising from contingencies, requires the capitalization of in-process research and development at
fair value, and requires the expensing of acquisition related costs as incurred. In April 2009, the
Financial Accounting Standards Board issued FASB Staff Position FSP No. 141(R)-1 which applies
to all assets and liabilities assumed in a business combination that arise from contingencies that
would be within the scope of SFAS No. 5, “Accounting for Contingencies,” if not acquired or
assumed in a business combination, except for assets or liabilities arising from contingencies that
are subject to specific guidance in SFAS No. 141(R), “Business Combinations.” SFAS No. 141(R)
and FSP No. 141(R)-1 are effective beginning July 1, 2009 and will apply prospectively to business
combinations completed on or after that date.
In December 2008, the Financial Accounting Standards Board issued Emerging Issues Task Force
EITF 08-7, “Accounting for Defensive Intangible Assets,” which clarifies how to account for acquired
intangible assets in situations in which an entity does not intend to actively use the asset but
intends to hold (lock up) the asset to prevent others from obtaining access to the asset (a defensive
intangible asset), except for intangible assets that are used in research and development activities.
EITF 08-7 is effective for LSI for intangible assets acquired on or after July 1, 2009.
In April 2009, the Financial Accounting Standards Board issued FASB Staff Position (FSP) No. FAS
107-1 and APB 28-1, “Interim Disclosures about Fair Value of Financial Instruments.” This FSP
requires disclosures about fair value of financial instruments for interim reporting periods as well as in
annual financial statements. This FSP is effective for interim reporting periods ending after June 15,
2009.
In May 2009, the Financial Accounting Standards Board issued Statement of Financial Accounting
Standards (SFAS) No. 165, “Subsequent Events.” This Statement establishes general standards of
accounting for and disclosure of events that occur after the balance sheet date but before the financial
statements are issued or are available to be issued. In particular, this Statement sets forth: (1) the
period after the balance sheet date during which management of a reporting entity should evaluate
F-29
events or transactions that may occur for potential recognition or disclosure in the financial statements;
(2) the circumstances under which an entity should recognize events or transactions occurring after the
balance sheet date in its financial statements; and (3) the disclosures that an entity should make about
events or transactions that occurred after the balance sheet date. SFAS No. 165 is effective for interim
or annual periods ending after June 15, 2009, or the Company’s fiscal year ending June 30, 2009. The
adoption of SFAS No. 165 did not have a material impact on the Company’s results of operations, cash
flows or financial position.
In June 2009, the Financial Accounting Standards Board issued Statement of Financial Accounting
Standards (SFAS) No. 167, “Amendments to FASB Interpretation No. 46(R).” This Statement amends
certain requirements of FASB Interpretation No. 46 (revised December 2003), “Consolidation of
Variable Interest Entities,” to improve financial reporting by enterprises involved with variable interest
entities and to provide more relevant and reliable information to users of financial statements. SFAS
No. 167 is effective as of the beginning of the Company’s first annual reporting period that begins after
November 15, 2009, or the Company’s fiscal year beginning July 1, 2010. The Company will evaluate
the impact of adopting SFAS No. 167 and cannot currently estimate the impact on its consolidated
results of operations, cash flows or financial position.
In June 2009, the Financial Accounting Standards Board issued Statement of Financial Accounting
Standards (SFAS) No. 168, “The FASB Accounting Standards CodificationTM and the Hierarchy of
Generally Accepted Accounting Principles.” This Statement identifies the sources of accounting
principles and the framework for selecting the principles used in the preparation of financial statements
of nongovernmental entities that are presented in conformity with generally accepted accounting
principles (GAAP) in the United States. It establishes the Codification as the source of authoritative
GAAP and states that rules and interpretive releases of the Securities and Exchange Commission
(SEC) under federal securities laws are also sources of authoritative GAAP for SEC registrants. SFAS
No. 168 is effective for financial statements issued for interim and annual periods ending after
September 15, 2009, or the Company’s first fiscal quarter ended September 30, 2009.
Comprehensive Income:
The Company does not have any comprehensive income items, other than net income.
Subsequent Events:
For the fiscal year ended June 30, 2009, the Company has evaluated subsequent events for potential
recognition and disclosure through September 11, 2009, the date of financial statement issuance.
Reclassifications:
Certain reclassifications may have been made to prior year amounts in order to be consistent with the
presentation for the current year.
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 2 - BUSINESS SEGMENT INFORMATION
Statement of Financial Accounting Standards (SFAS) No. 131, “Disclosures about Segments of an
Enterprise and Related Information,” establishes standards for reporting information regarding
F-30
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 Company’s President and Chief Executive Officer) in making decisions
on how to allocate resources and assess performance. While the Company has twelve operating
segments, it has only three reportable operating business segments (Lighting, Graphics, and
Technology) 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, thereby allowing the Company to achieve 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 and 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 LED (light emitting diode) technology, and certain specialty LED lighting. The primary
markets served with LED video screens are the entertainment market, outdoor advertising billboards
and sports markets not served by our Graphics Segment. The Technology Segment includes the
operations of LSI Saco Technologies.
The All Other Category includes the Company’s operating segments that do not meet the aggregation
criteria, nor the criteria to be a separate reportable segment. Operations of LSI Marcole (electrical wire
harnesses), LSI Images (menu board systems), and LSI Adapt (surveying, permitting and installation
management services related to products of the Graphics Segment) are combined into the All Other
Category. Additionally, the Company’s Corporate Administration expense is included in the All Other
Category.
The Company recorded an impairment of goodwill in fiscal 2009 in the amount of $14,467,000. This
non-cash charge is included in the Lighting Segment in the amount of $11,185,000, in the Graphics
Segment in the amount of $716,000 and in the All Other Category in the amount of $2,566,000. The
Company recorded an impairment of goodwill and certain intangible assets in fiscal 2008 in the amount
of $27,955,000. These non-cash charges are included in the Graphics Segment in the amount of
$23,739,000, in the Technology Segment in the amount of $3,119,000 and in the Lighting Segment in
the amount of $1,097,000. See further discussion in Note 6. The Company also recorded an expense
of $200,000 in fiscal 2009 and of $2,800,000 in fiscal 2008 for a loss contingency in the All Other
Category related to a menu board patent lawsuit. See Note 14.
Summarized financial information for the Company’s reportable business segments is provided for the
following periods and as of June 30, 2009, June 30, 2008 and June 30, 2007:
F-31
(In thousands) 2009 2008 2007
Net sales:
Lighting Segment
Graphics Segment
Technology Segment
All Other Category
Operating income (loss):
Lighting Segment
Graphics Segment
Technology Segment
All Other Category
Capital expenditures:
Lighting Segment
Graphics Segment
Technology Segment
All Other Category
Depreciation and amortization:
Lighting Segment
Graphics Segment
Technology Segment
All Other Category
$160,475
60,765
4,576
7,983
$233,799
$ (3,911)
2,646
(486)
(12,660)
$(14,411)
$ 977
1,933
45
39
$ 2,994
$ 3,467
1,234
450
2,595
$ 7,746
$183,694
85,244
9,136
27,212
$305,286
$ 15,310
(14,027)
(4,876)
(7,377)
$ (10,970)
$ 1,950
886
270
617
$ 3,723
$ 3,852
1,299
663
2,975
$ 8,789
$191,697
107,764
17,132
20,860
$337,453
$ 17,219
19,012
480
(4,161)
$ 32,550
$ 4,139
861
730
230
$ 5,960
$ 3,804
1,345
617
3,236
$ 9,002
June 30, June 30, June 30,
2009 2008 2007
Identifiable assets:
Lighting Segment
Graphics Segment
Technology Segment
All Other Category
$ 91,756
59,541
42,549
39,766
$233,612
$ 72,222
32,280
12,317
36,299
$153,118
$ 97,169
34,517
13,806
38,722
$184,214
Segment net sales represent sales to external customers. Intersegment revenues were eliminated in
consolidation as follows:
(In thousands) 2009 2008 2007
Lighting Segment intersegment
net sales
$ 6,097
$ 4,278
$3,844
Graphics Segment intersegment
net sales
$ 1,479
$ 1,781
$1,607
Technology Segment intersegment
net sales
$ 4,400
$ 814
$ 17
All Other Category intersegment
net sales
$ 4,307
$12,755
$11,411
F-32
Segment operating income, which is used in management’s 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 and short-term investments, 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 Company’s operations are in the United States; one operation is in Canada. The geographic
distribution of the Company’s net sales and long-lived assets are as follows:
(In thousands) 2009 2008 2007
Net sales (a):
United States
Canada
$229,223
4,576
$233,799
$296,150
9,136
$305,286
$320,321
17,132
$337,453
June 30, June 30, June 30,
2009 2008 2007
Long-lived assets (b):
United States
Canada
$ 47,928
898
$ 48,826
$ 47,907
981
$ 48,888
$ 45,898
564
$ 46,462
a.
b.
Net sales are attributed to geographic areas based upon the location of the operation making the
sale.
Long-lived assets includes property, plant and equipment, and other long term assets. Goodwill
and intangible assets are not included in long-lived assets.
NOTE 3 - MAJOR CUSTOMER CONCENTRATIONS
There was no concentration of receivables as of June 30, 2009 or 2008. There were no customers or
customer programs representing 10% or more of the Company’s net sales in fiscal years 2009, 2008 or
2007.
NOTE 4 - EARNINGS PER COMMON SHARE
The following table presents the amounts used to compute earnings per common share and the effect of
dilutive potential common shares on net income and weighted average shares outstanding:
(In thousands, except per share) 2009 2008 2007
BASIC EARNINGS PER SHARE
Net income (loss)
$(13,414)
$(13,048)
$20,789
Weighted average shares outstanding
during the period, net
of treasury shares (a)
Weighted average shares outstanding
in the Deferred Compensation Plan
during the period
21,574
21,554
21,476
226
210
200
F-33
Weighted average shares outstanding
21,800
21,764
21,676
Basic earnings (loss) per share
$ (0.62)
$ (0.60)
$ 0.96
DILUTED EARNINGS PER SHARE
Net income (loss)
$(13,414)
$(13,048)
$20,789
Weighted average shares outstanding
Basic
21,800
21,764
21,676
Effect of dilutive securities (b):
Impact of common shares to be
issued under stock option plans,
and contingently issuable shares,
if any
--
--
248
Weighted average shares
outstanding (c)
21,800
21,764
21,924
Diluted earnings (loss) per share
$ (0.62) $ (0.60)
$ 0.95
(a)
Includes shares accounted for like treasury stock in accordance with EITF 97-14.
(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 1,512,367 common shares, 563,467 common shares, and 206,261
common shares at June 30, 2009, 2008, and 2007, 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.
NOTE 5 - BALANCE SHEET DATA
The following information is provided as of June 30:
(In thousands) 2009 2008
Inventories:
Raw materials
Work-in-process
Finished goods
Accrued Expenses:
Compensation and benefits
Customer prepayments
Accrued sales commissions
Loss contingency
Other accrued expenses
$25,150
7,955
17,404
$50,509
$ 7,060
1,820
1,552
2,800
2,756
$15,988
$20,498
7,097
12,601
$40,196
$ 5,788
1,816
919
--
1,845
$10,368
F-34
NOTE 6 - GOODWILL AND OTHER INTANGIBLE ASSETS
In accordance with Statement of Financial Accounting Standard No. 142 (SFAS No. 142) “Goodwill and
Other Intangible Assets,” 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 SFAS No. 142, the goodwill impairment test is a two-step process. Under the
first step, the fair value of the Company’s 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. In
connection with the integration of LSI Saco Technologies, the Company allocated certain amounts of
the goodwill and intangible assets that resulted from the LSI Saco Technologies acquisition to certain of
its reporting units based upon the relative fair values of these reporting units. 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 market place 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 current economic conditions, the effects of the recession on the Company’s markets and the
decline in the Company’s stock price, management believed that additional goodwill impairment tests
were required as of December 31, 2008, March 31, 2009 and June 30, 2009. The impairment test
performed as of June 30, 2009 is actually the Company’s annual goodwill impairment test that was to be
performed as of July 1, 2009; however, because the conditions that resulted in goodwill impairment were
present as of June 30, 2009, the estimated impairment charge of $260,000 was recorded as of that date.
Based upon the Company’s analysis as of these three balance sheet dates, it was determined that the
goodwill associated with three reporting units was either fully or partially impaired. The total amount of the
goodwill impairment in fiscal 2009 was $14,467,000, of which $11,185,000 was full impairment of the
goodwill in one reporting unit in the Lighting Segment, $716,000 was full impairment of the goodwill in one
reporting unit in the Graphics Segment, and $2,566,000 was a partial impairment of goodwill in one
reporting unit in the All Other Category. The impairment charges were due to a combination of a decline
in the market capitalization of the Company and/or a decline in the estimated forecasted discounted cash
flows since the previous goodwill impairment test was performed.
The Company had previously performed its annual goodwill impairment test as of July 1, 2008. For
purposes of this test, the Company determined that it had six operating segments or individual
subsidiaries, which were determined to be the Company’s reporting units, that have goodwill. Based
upon the Company’s analysis, it was determined that the goodwill associated with three reporting units
was either fully or partially impaired in the amount of $26,175,000. It was also determined that other
intangible assets associated with three reporting units was either fully or partially impaired. The total
amount of impairment associated with other intangible assets was $1,780,000. Total impairment for
both goodwill and other intangible assets was $27,955,000. The majority of impairment charges
occurred in the Graphics Segment and totaled $23,739,000. The remaining impairment charges
occurred in the Lighting Segment in the amount of $1,097,000 and in the Technology Segment in the
amount of $3,119,000. The majority of the impairment charge in the Lighting Segment occurred as a
result of the fiscal 2008 review of long-lived assets in connection with Statement of Financial
Accounting Standard (SFAS) No. 144, “Accounting for the Impairment or Disposal of Long-lived
Assets.” It was determined that a certain trade name was fully impaired because it was no longer used
in the Company’s marketing efforts. An impairment charge of $746,000 was recorded as of June 30,
F-35
2008 related to this trade name. The remaining impairment charge of $27,209,000 was primarily
comprised of goodwill and was a direct result of the SFAS No. 142 testing. This impairment charge
was due primarily to the combination of a decline in the market capitalization of the Company at June
30, 2008 and the decline in the estimated forecasted discounted cash flows expected by the Company.
This impairment charge was recorded in fourth quarter of fiscal 2008 rather than in the first quarter of
fiscal 2009 due to the decline in the company’s stock price as of June 30, 2008. A similar analysis was
performed as of July 1, 2007 and July 1, 2006 and there was no impairment of goodwill.
The following table presents information about the Company's goodwill and other intangible assets on
the dates or for the periods indicated.
(In thousands) As of June 30, 2009 As of June 30, 2008
Carrying Accumulated Carrying Accumulated
Amount Amortization Net Amount Amortization Net
Goodwill
$ 1,650
$ 92
$ 1,558
$16,549
$ 524 $16,025
Other Intangible
Assets
$22,219
$ 9,238 $12,981
$22,219
$ 7,159 $15,060
Changes in the carrying amount of goodwill for the years ended June 30, 2008 and 2009, by operating
segment, are as follows:
(In thousands) Lighting Graphics Technology All Other
Segment Segment Segment Category Total
Balance as of June 30, 2007
$11,320
$24,030
$ 3,119
$3,731 $42,200
Impairment
--
(23,056)
(3,119)
--
(26,175)
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
The gross carrying amount and accumulated amortization by major other intangible asset class is as
follows:
June 30, 2009 June 30, 2008
Gross Gross
Carrying Accumulated Carrying Accumulated
(In thousands) Amount Amortization Amount Amortization
Amortized Intangible Assets
Customer relationships
Patents
LED Technology
firmware, software
Non-compete agreements
$ 7,472
110
$4,173
59
$ 7,472
110
10,448
630
18,660
4,478
528
9,238
10,448
630
18,660
$3,620
52
2,985
502
7,159
F-36
Indefinite-Lived Intangible Assets
Trademarks and tradenames
3,559
3,559
--
--
3,559
3,559
--
--
Total Intangible Assets
$22,219
$9,238
$22,219
$7,159
Aggregate amortization expense for other intangible assets was $2,079,000 in fiscal 2009, $2,326,000 in
fiscal 2008 and $2,328,000 in fiscal 2007.
The Company expects to record amortization expense over each of the next five years as follows: 2010
through 2011 -- $2,080,000 per year; 2012 -- $2,079,000; 2013 -- $1,816,000; 2014 -- $110,000.
NOTE 7 - REVOLVING LINES OF CREDIT AND LONG-TERM DEBT
The Company has an unsecured $40 million revolving line of credit with its bank group. As of June 30,
2009, all $40 million of this line of credit was available. A portion of this credit facility is a $10 million
committed line of credit that expires in the third quarter of fiscal 2010. The remainder of the credit
facility is a $30 million three year committed line of credit that expires in fiscal 2011. Annually in the
third quarter, the $30 million credit facility is renewable with respect to adding an additional year of
commitment to replace the year just ended. Interest on the $30 million revolving line of credit is
charged based upon an increment over the LIBOR rate as periodically determined, an increment over
the Federal Funds Rate as periodically determined, or at the bank’s base lending rate, at the
Company’s option. The increment over the LIBOR borrowing rate, as periodically determined,
fluctuates between 50 and 75 basis points depending upon the ratio of indebtedness to earnings before
interest, taxes, depreciation and amortization (EBITDA). The increment over the Federal Funds
borrowing rate, as periodically determined, fluctuates between 150 and 200 basis points, and the
commitment fee on the unused balance of the $30 million committed portion of the line of credit
fluctuates between 15 and 25 basis points based upon the same leverage ratio. Interest on the $10
million line of credit is charged based upon a 250 basis point increment over the LIBOR rate as
periodically determined. Under terms of these agreements, 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. The Company has obtained a waiver from its bank group related to
submittal of its third quarter Form 10-Q and is in compliance with all of its loan covenants as of June 30,
2009.
The Company also has a $5 million line of credit for its Canadian subsidiary. The line of credit expires
in the third quarter of fiscal 2010. Interest on the Canadian subsidiary’s line of credit is charged based
upon an increment over the LIBOR rate or based upon a 250 basis point 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 have been only minimal
borrowings against this line of credit during the year ended June 30, 2009.
NOTE 8 - RESERVE FOR UNCERTAIN TAX LIABILITIES
The Company adopted the provisions of FASB Interpretation No. 48 (FIN 48), “Accounting for
Uncertainty in Income Taxes,” on July 1, 2007. As a result of adoption, the Company recognized
$2,582,000 in reserves for uncertain tax positions and recorded a charge of $2,582,000 to the July 1,
2007 retained earnings balance. At June 30, 2009, tax and interest, net of potential federal tax
benefits, were $1,873,000 and $447,000, respectively, of the total reserves of $2,734,000. Additionally,
penalties were $414,000 of the reserve at June 30, 2009. Of the $2,734,000 reserve for uncertain tax
positions, $2,320,000 would have an unfavorable impact on the effective tax rate if recognized. At June
30, 2008, tax and interest, net of potential federal tax benefits, were $2,098,000 and $534,000,
respectively, of the total reserves of $3,225,000. Additionally, penalties were $593,000 of the reserve
F-37
at June 30, 2008. Of the $3,225,000 reserve for uncertain tax positions, $2,632,000 would have an
unfavorable impact on the effective tax rate if recognized.
The Company recognized a $226,000 tax benefit in fiscal 2009 related to the decrease in reserves for
uncertain tax positions and a $385,000 tax expense in fiscal 2008 related to the increase in reserves for
uncertain tax positions. The Company is recording estimated interest and penalties related to potential
underpayment of income taxes as a component of tax expense in the Consolidated Statement of
Operations. While it is reasonably possible that the amount of reserves for uncertain tax positions may
change in the next twelve months, the Company does not anticipate that total reserves for uncertain tax
positions will significantly change due to the settlement of audits or the expiration of statutes of
limitations in the next twelve months.
The fiscal 2009 and 2008 activity in the Liability for Uncertain Tax Positions, which is included in Other
Long-Term Liabilities, was as follows:
(in thousands) 2009 2008
Balance at beginning of the fiscal year
Unrecognized tax reserve – July 1, 2007 Adoption
Increases – tax positions in prior period
Decreases – tax positions in prior period
Increases – tax positions in current period
Decreases – tax positions in current period
Settlements and payments
Lapse of statute of limitations
Unrecognized tax reserve -- end of the fiscal year
$3,040
--
--
--
14
--
(361)
--
$2,693
$ --
2,449
349
--
436
--
(179)
(15)
$3,040
The Company files a consolidated federal income tax return in the United States, and files various
combined and separate tax returns in several foreign, 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, 2005.
NOTE 9 - CASH DIVIDENDS
The Company paid cash dividends of $6,471,000, $13,580,000, and $10,952,000 in fiscal years 2009,
2008, and 2007, respectively. In August 2009, the Company’s Board of Directors declared a $0.05 per
share regular quarterly cash dividend (approximately $1,202,000) payable on September 8, 2009 to
shareholders of record September 1, 2009.
NOTE 10 - EQUITY COMPENSATION
On July 1, 2005, the Company adopted SFAS No. 123(R), “Share-Based Payment,” which requires the
Company to measure the cost of employee services received in exchange for an award of equity
instruments and to recognize this cost in the financial statements over the period during which an
employee is required to provide services.
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. The number of shares reserved for issuance is 2,250,000, of which 897,683
F-38
shares were available for future grant or award as of June 30, 2009. 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 June 30, 2009, a total of
1,537,212 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 830,087
options for common shares were vested and exercisable. The approximate unvested stock option
expense as of June 30, 2009 that will be recorded as expense in future periods is $2,069,100. The
weighted average time over which this expense will be recorded is approximately 22 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.
2009 2008 2007
Dividend yield
Expected volatility
Risk-free interest rate
Expected life
4.60%
45%
3.0%
5.1 yrs.
3.61%
36%
4.3%
4.3 yrs.
2.97%
39%
4.8%
6.5 yrs.
At June 30, 2009, the 365,800 options granted in fiscal 2009 to non-employee directors had exercise
prices ranging from $4.34 to $8.98, fair values ranging from $1.12 to $2.21, and remaining contractual
lives of approximately nine and one-half to ten years.
At June 30, 2008, the 328,200 options granted in fiscal 2008 to both employees and non-employee
directors had exercise prices ranging from $12.58 to $19.76, fair values ranging from $3.07 to $6.61, and
remaining contractual lives of between four years eight months and nine years two months.
At June 30, 2007, the 250,700 options granted during fiscal 2007 to employees and non-employee
directors had exercise prices ranging from $13.83 to $18.19, fair values ranging from $4.88 to $6.43 per
option, and remaining contractual lives of four years to nearly ten years.
The Company records stock option expense using a straight line Black-Scholes method with an
estimated 6.6% forfeiture rate (revised in the fourth quarter of fiscal 2009 from the 4.2% forfeiture rate
previously used). The expected volatility of the Company’s 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 Company’s policy that when stock options are
exercised, new common shares shall be issued. The Company recorded $1,184,000, $1,246,000, and
$721,000 of expense related to stock options in fiscal years 2009, 2008 and 2007, respectively. As of
June 30, 2009, the Company expects that approximately 671,500 outstanding stock options having a
weighted average exercise price of $13.86, no aggregate intrinsic value, and weighted average remaining
contractual terms of 8.3 years will vest in the future.
Information related to all stock options for the years ended June 30, 2009, 2008 and 2007 is shown in the
table below:
F-39
Twelve Months Ended
June 30, 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
Forfeitures
Exercised
365,800
(26,070)
--
$ 8.57
$ 12.68
--
$
Outstanding at 6/30/09
1,537,212
$ 13.07
6.4 years
$33,800
Exercisable at 6/30/09
830,087
$ 12.52
4.8 years
$ 2,550
Twelve Months Ended
June 30, 2008
Weighted Weighted
Average Average Aggregate
Exercise Remaining Intrinsic
Shares Price Contractual Term Value
Outstanding at 6/30/07
983,788
$ 12.16
$5,642,400
Granted
Forfeitures
Exercised
328,200
(9,500)
(105,006)
$ 19.74
$ 16.81
$ 9.52
Outstanding at 6/30/08
1,197,482
$ 14.44
6.5 years
$ --
Exercisable at 6/30/08
615,482
$ 11.43
4.9 years
$ --
Twelve Months Ended
June 30, 2007
Weighted Weighted
Average Average Aggregate
Exercise Remaining Intrinsic
Shares Price Contractual Term Value
Outstanding at 6/30/06
783,957
$ 10.32
$5,232,500
Granted
Forfeitures
Exercised
250,700
(4,750)
(46,119)
$ 17.54
$ 11.57
$ 10.00
Outstanding at 6/30/07
983,788
$ 12.16
6.3 years
$5,642,400
Exercisable at 6/30/07
540,631
$ 10.33
4.7 years
$4,090,400
F-40
The aggregate intrinsic value of options exercised during the years ended June 30, 2008 and 2007 was
$913,700 and $391,000, respectively.
The Company received $855,000 of cash and 8,068 common shares of the Company’s stock from
employees who exercised 105,006 options during the twelve months ended June 30, 2008. Additionally,
the Company recorded $228,500 in fiscal 2008 as a reduction of federal income taxes payable, $221,300
as an increase in common stock, and $7,200 as a reduction of income tax expense related to the
exercises of stock options in which the employees sold the common shares prior to the passage of twelve
months from the date of exercise.
Information related to unvested stock options for the twelve months ended June 30, 2009 is shown in the
table below:
Weighted Weighted
Average Average Aggregate
Exercise Remaining Intrinsic
Shares Price Contractual Term Value
Outstanding unvested
stock options at 6/30/08
582,000
$17.62
8.2 years
$ --
Vested
Forfeitures
Granted
(235,125)
(5,550)
365,800
$15.30
$16.55
$ 8.57
Outstanding unvested
stock options at 6/30/09
Stock Compensation Awards
707,125
$13.72
8.3 years
$31,245
The Company awarded a total of 6,032 and 2,558 common shares in fiscal 2009 and fiscal 2008,
respectively, valued at their approximate $40,680 and $43,875 fair market values, respectively, on the
dates of issuance pursuant to the compensation programs for non-employee Directors who receive a
portion of their compensation as an award of Company stock and employees who receive a nominal
stock award following their twentieth employment anniversary. Stock compensation awards are made in
the form of newly issued common shares of the Company.
Deferred Compensation Plan
The Company has a non-qualified deferred compensation plan providing 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 June 30, 2009 there were 33 participants, all with fully
vested account balances. A total of 222,832 common shares with a cost of $2,455,900, and 211,511
common shares with a cost of $2,426,800 were held in the Plan as of June 30, 2009 and June 30, 2008,
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
Emerging Issues Task Force 97-14, “Accounting for Deferred Compensation Arrangements where
amounts earned are held in a Rabbi Trust and invested.” For fiscal year 2010, the Company estimates
the Rabbi Trust for the Nonqualified Deferred Compensation Plan will make net repurchases in the range
of 15,000 to 18,000 common shares of the Company. During fiscal years 2009 and 2008, the Company
used approximately $188,500 and $262,100, respectively, to purchase common shares of the Company
F-41
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 11 - LEASES AND PURCHASE COMMITMENTS
The Company leases certain of its facilities and equipment under operating lease arrangements. Rental
expense was $2,243,000 in 2009, $2,554,000 in 2008, and $2,779,000 in 2007. Minimum annual rental
commitments under non-cancelable operating leases are: $1,589,000 in 2010, $1,558,000 in 2011,
$1,296,000 in 2012, $1,008,000 in 2013 and $169,000 in 2014. Purchase commitments, including
minimum annual rental commitments, of the Company totaled $22,404,000 and $22,546,000 as of June
30, 2009 and June 30, 2008, respectively.
NOTE 12 - INCOME TAXES
The following information is provided for the years ended June 30:
(In thousands) 2009 2008 2007
Components of income (loss) before income taxes
United States
Foreign
$(13,911)
(492)
$(14,403)
$ (5,818)
(4,873)
$(10,691)
$32,376
(649)
$31,727
Income (loss) before income taxes
Provision (benefit) for income taxes:
Current
U.S. federal
State and local
Foreign
Total current
$(1,629)
(147)
(214)
(1,990)
$ 7,523
928
(190)
8,261
$ 9,898
495
--
10,393
Deferred
1,001
Total provision (benefit) for income taxes $ (989)
(5,904)
$ 2,357
545
$10,938
Reconciliation to federal statutory rate:
Federal statutory tax rate
State and local taxes, net of federal benefit
Impact of Foreign Operations
Federal and state tax credits
Goodwill
Valuation allowance
Other
Effective tax rate
34.0%
1.5
3.6
1.1
(27.9)
(3.2)
(2.2)
6.9%
35.0%
(5.8)
(1.3)
4.4
(36.2)
(15.6)
(2.5)
(22.0)%
35.0%
1.2
(1.0)
(1.5)
--
--
0.8
34.5%
The components of deferred income tax assets and (liabilities) at June 30, 2009 and 2008 are as follows:
(In thousands) 2009 2008
Reserves against current assets
Accrued expenses
Depreciation
Loss contingency
Goodwill, acquisition costs and intangible assets
Deferred compensation
State net operating loss carryover and credits
$ 160
1,093
(4,049)
--
5,181
890
958
$ 377
1,191
(4,065)
1,059
4,832
900
940
F-42
Foreign net operating loss carryover and credits
Valuation reserve
1,940
(1,940)
1,819
(1,819)
Net deferred income tax asset
$ 4,233
$5,234
Reconciliation to the balance sheets as of June 30, 2009 and 2008:
(In thousands) 2009 2008
Deferred income tax asset included in:
Other current assets
Long-term deferred income tax asset
Net deferred income tax asset
$1,253
2,980
$2,627
2,607
$4,233
$5,234
As of June 30, 2009 the Company has recorded two deferred state income tax assets, one in the amount
of $18,000 related to a state net operating loss carryover generated by the Company’s New York
subsidiary, and the other in the amount of $940,000, net of federal tax benefits, related to non-refundable
state tax credits. As of June 30, 2008 the Company had recorded two deferred state income tax assets,
one in the amount of $5,000 related to a state net operating loss carryover generated by the Company’s
New York subsidiary, and the other in the amount of $935,000, net of federal tax benefits, related to non-
refundable state tax credits. The Company has determined that these deferred state income tax assets
totaling $958,000 and $940,000 as of June 30, 2009 and 2008, respectively, do not require any valuation
reserves because, in accordance with Statement of Financial Accounting Standards No. 109 (SFAS No.
109), these assets will, more likely than not, be realized. The activity netted to an additional state income
tax expense of $25,000, $16,000 and $249,000, respectively, in fiscal years 2009, 2008 and 2007.
Additionally, as of June 30, 2009 and 2008, the Company has recorded deferred tax assets for its
Canadian subsidiary related to net operating loss carryover and to research and development tax
credits totaling $1,940,000 and $1,819,000, respectively. In view of the impairment of the goodwill and
certain intangible assets on the financial statements of this subsidiary and two consecutive loss years,
the Company has determined these assets, more likely than not, will not be realized. Accordingly, full
valuation reserves of $1,940,000 and $1,819,000 were recorded as of June 30, 2009 and 2008,
respectively.
NOTE 13 - SUPPLEMENTAL CASH FLOW INFORMATION
(In thousands) 2009 2008 2007
Cash payments:
Interest
Income taxes
$119
$564
$ 73
$10,877
$1,576
$9,439
Issuance of common shares as compensation
$ 41
$ 44
$ 44
NOTE 14 – LOSS CONTINGENCY
The Company is party to various negotiations and legal proceedings arising in the normal course of
business, most of which are dismissed or resolved with minimal expense to the Company, exclusive of
legal fees. Since October 2000, the Company had been the defendant in a complex lawsuit alleging
patent infringement with respect to some of the Company’s menu board systems sold over the past
approximately eleven years. Pursuant to settlement discussions initiated by the plaintiffs, the Company
made a $2,800,000 offer to settle this matter and, accordingly, recorded a loss contingency reserve in
the fourth quarter of fiscal 2008. Following additional discussions in the second quarter of fiscal 2009,
the Company reached a full and complete settlement of all matters related to this menu board patent
F-43
infringement lawsuit. Accordingly, an additional $200,000 expense was recorded in the second quarter
of fiscal 2009 and a payment of $3,000,000 was made to the plaintiffs.
NOTE 15 – RELATED PARTY TRANSACTIONS
The Company has recorded expense for the following related party transactions in the fiscal years
indicated (amounts in thousands):
2009 2008 2007
Keating Muething & Klekamp PLL
American Engineering and Metal Working
3970957 Canada Inc.
$266
$202
$180
$177
$192
$189
$222
$559
$176
As of the balance sheet date indicated, the Company had the following liabilities recorded with respect to
related party transactions (amounts in thousands):
June 30, June 30,
2009 2008
Keating Muething & Klekamp PLL
American Engineering and Metal Working
$ 89
$ 2
$ 29
$ 7
The law firm of Keating Muething & Klekamp PLL, of which one of the Company’s independent outside
directors is a senior partner, is the Company’s primary outside law firm providing legal services in most all
areas required other than patents and intellectual property. The manufacturing firm of American
Engineering and Metal Working, which is owned and operated by the son of the president of the
Company’s Graphics Segment, provides metal fabricated components. 3970957 Canada Inc., which is
owned by the president and another executive of the Company’s LSI Saco Technologies subsidiary,
owns the building that the Canadian operation occupies and rents. All related parties provide the
Company either products or services at market-based arms-length prices.
NOTE 16 – SUBSEQUENT EVENT
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”), which were privately owned and based in Columbus, Ohio. Consideration for the asset
purchase of these businesses totaled $15,781,480, and consisted of 2,469,676 shares of LSI’s
unregistered common stock (the fair value of which was determined based upon the closing market
price of LSI’s common shares on the acquisition date) and cash of $1,333,875. This purchase price
exceeds the fair value of the net assets being acquired, and it is estimated that when the purchase
price allocation has been completed there will be significant goodwill recorded with this acquisition, as
well as certain intangible assets. 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 the
acquisition of AdL will consist 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 Company’s products. None of the goodwill will be deductible by the Company for tax purposes.
Certain information necessary to perform the purchase accounting and determine the opening July 22,
2009 balance sheet of this 100% owned subsidiary, LSI ADL Technology, is not available at the time of
filing of this Form 10-K. The following information is not available: (1) U.S. GAAP financial statements
of the three acquired companies as of July 22, 2009 have not been prepared; (2) the valuation of all
acquired fixed assets has not been finalized; and (3) the valuation of any intangible assets is in
process, but has not been completed. It is expected that there won’t be any contingent liabilities or
assets associated with the purchase of AdL. There were approximately $60,000 of acquisition related
costs included in the June 30, 2009 financial statements, and the operations of LSI ADL Technology
F-44
will be included in the Company’s operating results beginning July 23, 2009. Subject to further
analysis, it is likely that the results of LSI ADL Technology will be reported in its own separate
reportable business segment beginning in the first quarter of fiscal 2010.
LSI ADL Technology Inc. will design, engineer, and manufacture 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 will allow
us to stay on the leading edge of product development, while at the same time providing opportunities
to drive down manufacturing costs and control delivery of key components. ADL’s capabilities will also
have applications in our other LED product lines such as digital scoreboards, advertising ribbon boards
and billboards. The management team and all employees of the acquired companies remain with LSI
ADL Technology.
NOTE 17 - SUMMARY OF QUARTERLY RESULTS (UNAUDITED)
(In thousands except per share data)
Quarter Ended Fiscal
Sept. 30 Dec. 31 March 31 June 30 Year
2009
Net sales
Gross profit
Loss contingency
Goodwill impairment
Net income (loss)
Earnings (loss) per share
Basic
Diluted
Range of share prices
High
Low
2008
Net sales
Gross profit
Loss contingency
Goodwill and intangible
asset impairment
Net income (loss)
Earnings (loss) per share
Basic
Diluted
Range of share prices
High
Low
$75,838
18,179
--
--
2,687
$60,787
13,257
200
13,250
(13,377)
$46,989
8,774
--
957
(2,467)
$50,185
11,617
--
260
(257)
$233,799
51,827
200
14,467
(13,414)
$ 0.12
$ 0.12
$ (0.61)
$ (0.61)
$ (0.11)
$ (0.11)
$ (0.01)
$ (0.01)
$ (0.62)(a)
$ (0.62)(a)
$ 10.91
$ 7.02
$ 8.28
$ 4.25
$ 7.39
$ 2.75
$ 6.51
$ 4.15
$ 10.91
$ 2.75
$90,001
25,751
--
$84,062
23,459
--
$64,780
15,982
--
$66,443
15,235
2,800
$305,286
80,427
2,800
--
6,953
--
4,823
--
997
27,955
(25,821)
27,955
(13,048)
$ 0.32
$ 0.32
$ 0.22
$ 0.22
$ 0.05
$ 0.05
$ (1.18)
$ (1.18)
$ (0.60)(a)
$ (0.60)(a)
$ 21.39
$ 15.70
$ 23.05
$ 17.42
$ 18.65
$ 8.12
$ 14.41
$ 8.04
$ 23.05
$ 8.04
F-45
2007
Net sales
Gross profit
Net income
Earnings per share
Basic
Diluted
Range of share prices
High
Low
$86,667
23,122
5,495
$81,640
22,194
5,035
$75,323
18,474
3,298
$93,823
25,389
6,961
$337,453
89,179
20,789
$ 0.25
$ 0.25
$ 0.23
$ 0.23
$ 0.15
$ 0.15
$ 0.32
$ 0.32
$ 0.96(a)
$ 0.95
$ 18.95
$ 12.83
$ 20.81
$ 15.22
$ 20.04
$ 15.22
$ 18.45
$ 14.65
$ 20.81
$ 12.83
(a) The total of the earnings per share for each of the four quarters does not equal the total earnings
per share for the full year because the calculations are based on the average shares outstanding
during each of the individual periods.
At August 18, 2009, there were 427 shareholders of record. The Company believes this represents
approximately 3,000 beneficial shareholders.
F-46
LSI INDUSTRIES INC.
SELECTED FINANCIAL DATA
(In thousands except per share)
The following data has been selected from the Consolidated Financial Statements of the Company for the periods
and dates indicated:
Statement of Operations Data:
2009 2008 2007 2006 2005
Net sales
Cost of products and services sold
Operating expenses
Loss contingency (a)
Goodwill and intangible asset
$233,799
181,972
51,571
200
$305,286
224,859
60,642
2,800
$337,453
248,274
57,219
(590)
$280,470
209,057
49,898
--
$282,440
210,144
48,494
590
impairment (b)
14,467
27,955
--
--
186
Operating income (loss)
Interest (income)
Interest expense
(14,411)
(97)
89
(10,970)
(360)
81
32,550
(139)
962
Income (loss) before income taxes
Income taxes
(14,403)
(989)
(10,691)
2,357
31,727
10,938
21,515
(550)
78
21,987
7,544
23,026
(64)
217
22,873
8,237
Net income (loss)
$(13,414)
$(13,048)
$ 20,789
$ 14,443
$ 14,636
Earnings (loss) per common share
Basic
Diluted
$ (0.62)
$ (0.62)
$ (0.60)
$ (0.60)
$ 0.96
$ 0.95
$ 0.72
$ 0.71
$ 0.74
$ 0.73
Cash dividends paid per share
$ 0.30
$ 0.63
$ 0.51
$ 0.56
$ 0.37
Weighted average common shares
Basic
Diluted
21,800
21,800
21,764
21,764
21,676
21,924
20,194
20,429
19,782
20,087
Balance Sheet Data:
(At June 30)
2009 2008 2007 2006 2005
Working capital
Total assets
Long-term debt,
including current
maturities
Shareholders' equity
$ 72,500
153,118
$ 72,863
184,214
$ 68,397
233,612
$ 66,787
224,401
$ 67,189
172,637
--
130,473
--
149,190
--
176,061
16,593
164,985
--
138,040
(a)
(b)
The Company recorded loss contingency reserves in fiscal years 2009, 2008 and 2005, and reversed a loss
contingency reserve in fiscal 2007 – all related to a patent litigation matter. See Note 14.
The Company recorded a significant impairment of goodwill and intangible assets in fiscal 2008 and 2009.
See Note 6.
F-47
Balance
End of
Period
$ 532
$ 585
$ 822
$1,410
$1,638
$1,606
$1,940
$1,819
$ --
LSI INDUSTRIES INC. AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED JUNE 30, 2009, 2008, AND 2007
COLUMN A
Description
Allowance for Doubtful Accounts:
(In Thousands)
COLUMN B
Balance
Beginning
of Period
COLUMN C
Additions
Charged to
Costs and
Expenses
COLUMN D
COLUMN E
(a)
Deductions
Year Ended June 30, 2009
Year Ended June 30, 2008
Year Ended June 30, 2007
$ 585
$ 822
$ 656
$ 135
$ 155
$ 469
$ (188)
$ (392)
$ (303)
Inventory Obsolescence Reserve:
Year Ended June 30, 2009
Year Ended June 30, 2008
Year Ended June 30, 2007
$1,638
$1,606
$1,584
$1,568
$1,479
$1,687
$(1,796)
$(1,447)
$(1,665)
Deferred Tax Asset Valuation Reserve:
Year Ended June 30, 2009
Year Ended June 30, 2008
Year Ended June 30, 2007
$1,819
$ --
$ 622
$ 121
$1,819
$ --
$ --
$ --
$(622)
(a)
For Allowance for Doubtful Accounts, deductions are uncollectible accounts charged off, less
recoveries.
F-48
Subsidiary
Grady McCauley Inc.
EXHIBIT 21
Subsidiaries of the Registrant
Business and
Location
Digital image and screen printed
graphics
North Canton, OH
Percent
Owned by
Registrant
State of
Incorporation
100%
Ohio
LSI Greenlee Lighting Inc.
Landscape lighting
Dallas, TX
LSI Adapt Inc.
Project management and installation
services
North Canton, OH
100%
Delaware
100%
Ohio
*LSI ADL Technology Inc.
Electronic Circuit Boards
Hilliard, OH
100%
Ohio
LSI Kentucky LLC
Menu board systems; metal fabrication
Independence, KY
100%
Ohio
LSI Lightron Inc.
LSI Marcole Inc.
Fluorescent lighting
New Windsor, NY
Electrical wire harnesses
Manchester, TN
LSI MidWest Lighting Inc.
Fluorescent lighting
Kansas City, KS
LSI Retail Graphics LLC
Interior graphics and signs
Woonsocket, RI
LSI Integrated Graphics LLC Screen and digital printed materials,
and illuminated and non-illuminated
architectural graphics
Houston, TX
LSI Saco Technologies Inc.
LED lighting and LED video screen
manufacturing, research and
development
Montreal, Quebec
*This subsidiary was acquired July 22, 2009.
100%
Ohio
100%
Tennessee
100%
Kansas
100%
Ohio
100%
Ohio
100%
Quebec, Canada
EXHIBIT 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Post-Effective Amendment No. 2 to Registration
Statement No. 333-137675 on Form S-3 and Registration Statement Nos. 333-11503, 333-91531, 333-
100038, 333-100039, and 333-110784 on Form S-8 of our reports dated September 11, 2009 relating
to the consolidated financial statements and financial statement schedule of LSI Industries Inc. and
subsidiaries (which report expresses an unqualified opinion and includes an explanatory paragraph
relating to the adoption of Financial Accounting Standards Board Interpretation No. 48, Accounting for
Uncertainty in Income Taxes – an Interpretation of Financial Accounting Standards Board No. 109, on
July 1, 2007), and the effectiveness of LSI Industries Inc. and subsidiaries’ internal control over
financial reporting, appearing in this Annual Report on Form 10-K of LSI Industries Inc. and subsidiaries
for the year ended June 30, 2009.
/s/ Deloitte & Touche LLP
Cincinnati, Ohio
September 11, 2009
Certification of Principal Executive Officer
Pursuant to Rule 13a-14(a)
EXHIBIT 31.1
I, Robert J. Ready, certify that:
1.
I have reviewed this annual report on Form 10-K of LSI Industries Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this
report, fairly present in all material respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and
have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls
and procedures to be designed under our supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control
over financial reporting to be designed under our supervision, to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this report based on such evaluation; and
(d)
Disclosed in this report any change in the registrant’s internal control over financial
reporting that occurred during the registrant’s fourth fiscal quarter that has materially affected, or is
reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of
registrant’s board of directors:
(a)
All significant deficiencies and material weaknesses in the design or operation of internal
control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to
record, process, summarize and report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who
have a significant role in the registrant’s internal control over financial reporting.
Date: September 11, 2009
/s/ Robert J. Ready
Principal Executive Officer
Certification of Principal Financial Officer
Pursuant to Rule 13a-14(a)
EXHIBIT 31.2
I, Ronald S. Stowell, certify that:
1.
I have reviewed this annual report on Form 10-K of LSI Industries Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this
report, fairly present in all material respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and
have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls
and procedures to be designed under our supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control
over financial reporting to be designed under our supervision, to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this report based on such evaluation; and
(d)
Disclosed in this report any change in the registrant’s internal control over financial
reporting that occurred during the registrant’s fourth fiscal quarter that has materially affected, or is
reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of
registrant’s board of directors:
(a)
All significant deficiencies and material weaknesses in the design or operation of internal
control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to
record, process, summarize and report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who
have a significant role in the registrant’s internal control over financial reporting.
Date: September 11, 2009
/s/ Ronald S. Stowell
Principal Financial Officer
CERTIFICATION OF ROBERT J. READY
Pursuant to Section 1350 of Chapter 63 of the
United States Code and Rule 13a-14b
EXHIBIT 32.1
In connection with the filing with the Securities and Exchange Commission of the Annual Report of LSI
Industries Inc. (the “Company”) on Form 10-K for the fiscal year ended June 30, 2009 (the “Report”), I,
Robert J. Ready, Principal Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as
adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
(1)
(2)
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities
Exchange Act of 1934; and
The information contained in the Report fairly presents, in all material respects, the financial
condition and results of operations of the Company.
/s/ Robert J. Ready
Robert J. Ready
Chairman of the Board, Chief Executive Officer and President
September 11, 2009
A signed original of this written statement required by Section 906 has
been provided to LSI Industries Inc. and will be retained by LSI Industries
Inc. and furnished to the Securities and Exchange Commission or its staff
upon request.
CERTIFICATION OF RONALD S. STOWELL
Pursuant to Section 1350 of Chapter 63 of the
United States Code and Rule 13a-14b
EXHIBIT 32.2
In connection with the filing with the Securities and Exchange Commission of the Annual Report of LSI
Industries Inc. (the “Company”) on Form 10-K for the fiscal year ended June 30, 2009 (the “Report”), I,
Ronald S. Stowell, Principal Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as
adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
(1)
(2)
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities
Exchange Act of 1934; and
The information contained in the Report fairly presents, in all material respects, the financial
condition and results of operations of the Company.
/s/ Ronald S. Stowell
Ronald S. Stowell
Vice President, Chief Financial Officer, and Treasurer
September 11, 2009
A signed original of this written statement required by Section 906 has
been provided to LSI Industries Inc. and will be retained by LSI Industries
Inc. and furnished to the Securities and Exchange Commission or its staff
upon request.