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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549

 


 

FORM 10-Q

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2024, OR

 

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ________________ TO ________________.

 

Commission File No. 0-13375

lsi.jpg

LSI Industries Inc.

(Exact name of registrant as specified in its charter)

 

Ohio

 

31-0888951

(State or other jurisdiction

of incorporation or organization)

 

(I.R.S. Employer Identification No.)

 

10000 Alliance Road, Cincinnati, Ohio

 

45242

(Address of principal executive offices)

 

(Zip Code)

(513) 793-3200

Registrant’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading Symbol(s)

Name of each exchange on which

registered

Common Stock, no par value

LYTS

NASDAQ Global Select Market

 

Indicate by checkmark whether the registrant:  (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.  YES ☒  NO ☐

 

Indicate by checkmark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

YES ☒   NO ☐

 

Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ☐

Accelerated filer

Emerging growth company

Non-accelerated filer ☐

Smaller reporting company

 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes   NO ☒

 

As of January 29, 2025, there were 29,921,385 shares of the registrant's common stock, no par value per share, outstanding.

 

 

 

 

LSI INDUSTRIES INC.

FORM 10-Q

FOR THE QUARTER ENDED DECEMBER 31, 2024

 

INDEX

 
PART I.  FINANCIAL INFORMATION 3
     
ITEM 1. FINANCIAL STATEMENTS 3
     
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS 3
     
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME  4
     
CONDENSED CONSOLIDATED BALANCE SHEETS 5
     
CONDENSED CONSOLIDATED BALANCE SHEETS 6
     
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY 7
     
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS 8
     
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 9
     
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 22
     
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 31
     
ITEM 4. CONTROLS AND PROCEDURES 31
     
PART II.  OTHER INFORMATION 32
     
ITEM 5. OTHER INFORMATION 32
     
ITEM 6 EXHIBITS 32
     
SIGNATURES 33

 

Page 2

 

 

PART I.  FINANCIAL INFORMATION

 

ITEM 1.  FINANCIAL STATEMENTS

 

LSI INDUSTRIES INC.

 

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

 

   

Three Months Ended

   

Six Months Ended

 
   

December 31

   

December 31

 

(In thousands, except per share data)

 

2024

   

2023

   

2024

   

2023

 
                                 

Net Sales

  $ 147,734     $ 109,005     $ 285,829     $ 232,446  
                                 

Cost of products and services sold

    112,873       77,469       217,321       164,321  
                                 

Gross profit

    34,861       31,536       68,508       68,125  
                                 

Selling and administrative expenses

    26,402       23,717       50,918       49,278  
                                 

Operating income

    8,459       7,819       17,590       18,847  
                                 

Interest expense

    728       453       1,603       1,019  

Other expense (income)

    382       (29 )     322       67  
                                 

Income before income taxes

    7,349       7,395       15,665       17,761  
                                 

Income tax expense

    1,702       1,489       3,336       3,827  
                                 

Net income

  $ 5,647     $ 5,906     $ 12,329     $ 13,934  
                                 
                                 

Earnings per common share (see Note 5)

                               

Basic

  $ 0.19     $ 0.20     $ 0.41     $ 0.48  

Diluted

  $ 0.18     $ 0.20     $ 0.40     $ 0.47  
                                 
                                 

Weighted average common shares outstanding

                               

Basic

    29,930       29,024       29,761       28,890  

Diluted

    30,876       30,043       30,709       29,949  

 

 

The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these financial statements.

 

Page 3

 

 

LSI INDUSTRIES INC.

 

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

 

 

   

Three Months Ended

   

Six Months Ended

 
   

December 31

   

December 31

 

(In thousands)

 

2024

   

2023

   

2024

   

2023

 
                                 

Net Income

  $ 5,647     $ 5,906     $ 12,329     $ 13,934  
                                 

Foreign currency translation adjustment

    (48 )     71       (157 )     15  
                                 

Comprehensive Income

  $ 5,599     $ 5,977     $ 12,172     $ 13,949  

 

 

The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these financial statements.

 

Page 4

 

 

LSI INDUSTRIES INC.

 

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

 

 

   

December 31,

   

June 30,

 

(In thousands, except shares)

 

2024

   

2024

 
                 

ASSETS

               
                 

Current assets

               
                 

Cash and cash equivalents

  $ 4,712     $ 4,110  
                 

Accounts receivable, less allowance for credit losses of $869 and $848, respectively

    81,266       78,626  
                 

Inventories

    69,426       70,913  
                 

Refundable income taxes

    2,677       3,197  
                 

Other current assets

    5,324       5,653  
                 

Total current assets

    163,405       162,499  
                 

Property, Plant and Equipment, at cost

               

Land

    4,029       4,010  

Buildings

    24,729       24,757  

Machinery and equipment

    76,443       74,204  

Buildings under finance leases

    2,033       2,033  

Construction in progress

    987       1,611  
      108,221       106,615  

Less accumulated depreciation

    (76,687 )     (73,655 )

Net property, plant and equipment

    31,534       32,960  
                 

Goodwill

    57,456       57,397  
                 

Other intangible assets, net

    71,100       73,916  
                 

Operating lease right-of-use assets

    15,517       15,912  
                 

Other long-term assets, net

    5,533       6,116  
                 

Total assets

  $ 344,545     $ 348,800  

 

 

The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these financial statements.

 

Page 5

 

LSI INDUSTRIES INC.

 

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

 

 

   

December 31,

   

June 30,

 

(In thousands, except shares)

 

2024

   

2024

 
                 

LIABILITIES & SHAREHOLDERS' EQUITY

               
                 

Current liabilities

               

Current maturities of long-term debt

  $ 3,571     $ 3,571  

Accounts payable

    32,322       32,192  

Accrued expenses

    42,655       43,444  
                 

Total current liabilities

    78,548       79,207  
                 

Long-term debt

    34,615       50,658  
                 

Finance lease liabilities

    468       636  
                 

Operating lease liabilities

    10,694       11,267  
                 

Other long-term liabilities

    3,105       2,677  
                 

Commitments and contingencies (Note 13)

           
                 

Shareholders' Equity

               

Preferred shares, without par value; Authorized 1,000,000 shares, none issued

    -       -  

Common shares, without par value; Authorized 50,000,000 shares; Outstanding 29,891,100 and 29,222,414 shares, respectively

    159,926       156,365  

Treasury shares, without par value

    (9,261 )     (8,895 )

Deferred compensation plan

    9,261       8,895  

Retained earnings

    57,144       47,788  

Accumulated other comprehensive income

    45       202  
                 

Total shareholders' equity

    217,115       204,355  
                 

Total liabilities & shareholders' equity

  $ 344,545     $ 348,800  

 

 

The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these financial statements.

 

Page 6

 

 

LSI INDUSTRIES INC.

 

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(Unaudited)

 

   

Common Shares

   

Treasury Shares

   

Key Executive

   

Accumulated

Other

           

Total

 
   

Number Of

           

Number Of

           

Compensation

   

Comprehensive

   

Retained

   

Shareholders'

 

(In thousands, except per share data)

 

Shares

   

Amount

   

Shares

   

Amount

   

Amount

   

Income/(Loss)

   

Earnings

   

Equity

 
                                                                 

Balance at June 30, 2023

    28,488     $ 148,691       (922 )   $ (7,166 )   $ 7,166     $ 339     $ 28,548     $ 177,578  
                                                                 

Net Income

    -       -       -       -       -       -       8,028       8,028  

Other comprehensive loss

    -       -       -       -       -       (56 )     -       (56 )

Board stock compensation awards

    9       113       -       -       -       -       -       113  

ESPP stock Awards

    3       57                                               57  

Restricted stock units issued, net of shares withheld for tax withholdings

                                                               

Shares issued for deferred compensation

    32       437       -       -       -       -       -       437  

Activity of treasury shares, net

    -       -       (30 )     (417 )     -       -       -       (417 )

Deferred stock compensation

    -       -       -       -       417       -       -       417  

Stock-based compensation expense

            1,220       -       -       -       -       -       1,220  

Stock options exercised, net

    70       549       -       -       -       -       -       549  

Dividends — $0.20 per share

    -       -       -       -       -       -       (1,380 )     (1,380 )
                                                                 

Balance at September 30, 2023

    28,878     $ 151,067       (952 )   $ (7,583 )   $ 7,583     $ 283     $ 35,196     $ 186,546  
                                                                 

Net Income

    -       -       -       -       -       -       5,906       5,906  

Other comprehensive loss

    -       -       -       -       -       71       -       71  

Board stock compensation awards

    7       112       -       -       -       -       -       112  

ESPP stock Awards

    4       41       -       -       -       -       -       41  

Restricted stock units issued, net of shares withheld for tax withholdings

                                                               

Shares issued for deferred compensation

    36       506       -       -       -       -       -       506  

Activity of treasury shares, net

    -       -       (36 )     (505 )     -       -       -       (505 )

Deferred stock compensation

    -       -       -       -       505       -       -       505  

Stock-based compensation expense

    -       814       -       -       -       -       -       814  

Stock options exercised, net

    107       628       -       -       -       -       -       628  

Dividends — $0.20 per share

    -       -       -       -       -       -       (1,446 )     (1,446 )
                                                                 

Balance at December 31, 2023

    29,060     $ 152,924       (988 )   $ (8,088 )   $ 8,088       354     $ 39,656     $ 192,934  

 

   

Common Shares

   

Treasury Shares

   

Key Executive

   

Accumulated

Other

           

Total

 
   

Number Of

           

Number Of

           

Compensation

   

Comprehensive

   

Retained

   

Shareholders'

 
   

Shares

   

Amount

   

Shares

   

Amount

   

Amount

   

Income/(Loss)

   

Earnings

   

Equity

 
                                                                 

Balance at June 30, 2024

    29,222     $ 156,365       (1,036 )   $ (8,895 )   $ 8,895       202     $ 47,788     $ 204,355  
                                                                 

Net Income

    -       -       -       -       -       -       6,682       6,682  

Other comprehensive loss

    -       -       -       -       -       (109 )     -       (109 )

Board stock compensation awards

    8       113       -       -       -       -       -       113  

ESPP stock Awards

    3       45       -       -       -       -       -       45  

Restricted stock units issued, net of shares withheld for tax withholdings

    492       (204 )     -       -       -       -       -       (204 )

Shares issued for deferred compensation

    32       487       -       -       -       -       -       487  

Activity of treasury shares, net

    -       -       42       140       -       -       -       140  

Deferred stock compensation

    -       -       -       -       (140 )     -       -       (140 )

Stock-based compensation expense

            1,047       -       -       -       -       -       1,047  

Stock options exercised, net

    39       248       -       -       -       -       -       248  

Dividends — $0.20 per share

    -       -       -       -       -       -       (1,481 )     (1,481 )
                                                                 

Balance at September 30, 2024

    29,796     $ 158,101       (994 )   $ (8,755 )   $ 8,755     $ 93     $ 52,989     $ 211,183  
                                                                 

Net Income

    -       -       -       -       -       -       5,647       5,647  

Other comprehensive loss

    -       -       -       -       -       (48 )     -       (48 )

Board stock compensation awards

    7       112       -       -       -       -       -       112  

ESPP stock Awards

    5       65       -       -       -       -       -       65  

Restricted stock units issued, net of shares withheld for tax withholdings

    26       (374 )                                             (374 )

Shares issued for deferred compensation

    27       507       -       -       -       -       -       507  

Activity of treasury shares, net

    -       -       (28 )     (506 )     -       -       -       (506 )

Deferred stock compensation

    -       -       -       -       506       -       -       506  

Stock-based compensation expense

    -       1,141       -       -       -       -       -       1,141  

Stock options exercised, net

    30       374       -       -       -       -       -       374  

Dividends — $0.20 per share

    -       -       -       -       -       -       (1,492 )     (1,492 )
                                                                 

Balance at December 31, 2024

    29,891     $ 159,926       (1,022 )   $ (9,261 )   $ 9,261     $ 45     $ 57,144     $ 217,115  

 

The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these financial statements.

 

Page 7

 

 

LSI INDUSTRIES INC.

 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

   

Six Months Ended

 
   

December 31

 

(In thousands)

 

2024

   

2023

 
                 

Cash Flows from Operating Activities

               

Net income

  $ 12,329     $ 13,934  

Non-cash items included in net income

               

Depreciation and amortization

    5,958       4,728  

Deferred income taxes

    558       (591 )

Deferred compensation plan

    994       943  

ESPP discount

    110       98  

Stock compensation expense

    2,188       2,034  

Issuance of common shares as compensation

    225       225  

(Gain) loss on disposition of fixed assets

    (17 )     141  

Allowance for credit losses

    21       25  

Inventory obsolescence reserve

    131       234  
                 

Changes in certain assets and liabilities

               

Accounts receivable

    (2,661 )     5,496  

Inventories

    1,356       3,330  

Refundable income taxes

    223       1,087  

Accounts payable

    130       (6,070 )

Accrued expenses and other

    (44 )     (6,529 )

Customer prepayments

    236       783  

Net cash flows provided by operating activities

    21,737       19,868  
                 

Cash Flows from Investing Activities

               

Acquisition of EMI

    (59 )     -  

Proceeds from the sale of fixed assets

    46       26  

Purchases of property, plant and equipment

    (1,825 )     (3,349 )

Net cash flows used in investing activities

    (1,838 )     (3,323 )
                 

Cash Flows from Financing Activities

               

Payments of long-term debt

    (96,265 )     (96,600 )

Borrowings of long-term debt

    80,222       82,921  

Cash dividends paid

    (2,973 )     (2,826 )

Shares withheld for employees' taxes

    (578 )     (244 )

Payments on financing lease obligations

    (168 )     (156 )

Proceeds from stock option exercises

    622       1,177  

Net cash flows used in financing activities

    (19,140 )     (15,728 )
                 

Change related to foreign currency

    (157 )     15  
                 

Increase in cash and cash equivalents

    602       832  
                 

Cash and cash equivalents at beginning of period

    4,110       1,828  
                 

Cash and cash equivalents at end of period

  $ 4,712     $ 2,660  

 

The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these financial statements. 

 

Page 8

 

LSI INDUSTRIES INC.

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

 

NOTE 1 - INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

The interim condensed consolidated financial statements are unaudited and are prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information, and rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, the interim financial statements include all normal adjustments and disclosures necessary to present fairly the Company’s financial position as of December 31, 2024, the results of its operations for the three and six-month periods ended December 31, 2024, and 2023, and its cash flows for the six-month periods ended December 31, 2024, and 2023. These statements should be read in conjunction with the financial statements and footnotes included in the fiscal 2024 Annual Report on Form 10-K. Financial information as of June 30, 2024, has been derived from the Company’s audited consolidated financial statements.

 

 

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Consolidation:

 

A summary of the Company’s significant accounting policies is included in Note 1 to the audited consolidated financial statements of the Company’s fiscal 2024 Annual Report on Form 10-K.

 

Revenue Recognition:

 

The Company recognizes revenue when it satisfies the performance obligation in its customer contracts or purchase orders. Most of the Company’s products have a single performance obligation which is satisfied at a point in time when control is transferred to the customer. Control is generally transferred at the time of shipment when title and risk of ownership passes to the customer. For customer contracts with multiple performance obligations, the Company allocates the transaction price and any discounts to each performance obligation based on relative standalone selling prices. Payment terms are typically within 30 to 90 days from the shipping date, depending on the terms with the customer. The Company offers standard warranties that do not represent separate performance obligations.

 

Installation is a separate performance obligation, except for the Company’s digital signage products. For digital signage products, installation is not a separate performance obligation as the product and installation is the combined item promised in digital signage contracts. The Company is not always responsible for installation of products it sells and has no post-installation responsibilities other than standard warranties.

 

A number of the Company's display solutions and select lighting products are customized for specific customers. As a result, these customized products do not have an alternative use. For these products, the Company has a legal right to payment for performance to date and generally does not accept returns on these items. The measurement of performance is based upon cost plus a reasonable profit margin for work completed. Because there is no alternative use and there is a legal right to payment, the Company transfers control of the item as the item is being produced and therefore recognizes revenue over time. The customized product types are as follows:

 

 

Customer specific branded print graphics

 

 

Electrical components based on customer specifications

 

 

Digital signage and related media content

 

The Company also offers installation services for its display solutions elements and select lighting products. Installation revenue is recognized over time as the customer simultaneously receives and consumes the benefits provided through the installation process.

 

For these customized products and installation services, revenue is recognized using a cost-based input method: recognizing revenue and gross profit as work is performed based on the relationship between the actual cost incurred and the total estimated cost for the performance obligation.

 

Page 9

 

On occasion, the Company enters into bill-and-hold arrangements on a limited basis. Each bill-and-hold arrangement is reviewed and revenue is recognized only when certain criteria have been met: (1) the customer has requested delayed delivery and storage of the products by the Company because the customer wants to secure a supply of the products but lacks storage space; (ii) the risk of ownership has passed to the customer; (iii) the products are segregated from the Company’s other inventory items held for sale; (iv) the products are ready for shipment to the customer; and (v) the Company does not have the ability to use the products or direct them to another customer.

 

Disaggregation of Revenue

 

The Company disaggregates the revenue from contracts with customers by the timing of revenue recognition because the Company believes it best depicts the nature, amount, and timing of its revenue and cash flows. The table below presents a reconciliation of the disaggregation by reportable segments:

 

 

   

Three Months Ended

 

(In thousands)

 

December 31, 2024

   

December 31, 2023

 
   

Lighting

Segment

   

Display

Solutions

Segment

   

Lighting

Segment

   

Display

Solutions

Segment

 

Timing of revenue recognition

                               

Products and services transferred at a point in time

  $ 48,366     $ 68,046     $ 54,619     $ 29,268  

Products and services transferred over time

    9,844       21,478       10,176       14,942  
    $ 58,210     $ 89,524     $ 64,795     $ 44,210  

 

 

   

Three Months Ended

 
   

December 31, 2024

   

December 31, 2023

 
   

Lighting

Segment

   

Display

Solutions

Segment

   

Lighting

Segment

   

Display

Solutions

Segment

 

Type of Product and Services

                               

LED lighting, digital signage solutions, electronic circuit boards

  $ 47,580     $ 9,310     $ 53,116     $ 8,791  

Poles, other display solution elements

    9,945       60,726       10,968       24,829  

Project management, installation services, shipping and handling

    685       19,488       711       10,590  
    $ 58,210     $ 89,524     $ 64,795     $ 44,210  

 

 

   

Six Months Ended

 
   

December 31, 2024

   

December 31, 2023

 
   

Lighting

Segment

   

Display

Solutions

Segment

   

Lighting

Segment

   

Display

Solutions

Segment

 

Timing of revenue recognition

                               

Products and services transferred at a point in time

  $ 96,577     $ 130,140     $ 112,271     $ 69,256  

Products and services transferred over time

    20,069       39,043       20,165       30,754  
    $ 116,646     $ 169,183     $ 132,436     $ 100,010  

 

 

   

Six Months Ended

 
   

December 31, 2024

   

December 31, 2023

 
   

Lighting

Segment

   

Display

Solutions

Segment

   

Lighting

Segment

   

Display

Solutions

Segment

 

Type of Product and Services

                               

LED lighting, digital signage solutions, electronic circuit boards

  $ 95,009     $ 17,746     $ 108,607     $ 17,724  

Poles, other display solution elements

    20,338       116,429       22,351       59,698  

Project management, installation services, shipping and handling

    1,299       35,008       1,478       22,588  
    $ 116,646     $ 169,183     $ 132,436     $ 100,010  

 

Page 10

 

Practical Expedients and Exemptions

 

 

The Company’s contracts with customers have an expected duration of one year or less, as such, the Company applies the practical expedient to expense sales commissions as incurred and has omitted disclosures on the amount of remaining performance obligations.

 

Shipping costs that are not material in context of the delivery of products are expensed as incurred.

 

The Company’s accounts receivable balance represents the Company’s unconditional right to receive payment from its customers with contracts. Payments are generally due within 30 to 90 days of completion of the performance obligation and invoicing; therefore, payments do not contain significant financing components.

 

The Company collects sales tax and other taxes concurrent with revenue-producing activities which are excluded from revenue. Shipping and handling costs are treated as fulfillment activities and included in cost of products and services sold on the Consolidated Statements of Operations.

 

New Accounting Pronouncements:

 

In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements: Codification Amendments in Response to SEC's Disclosure Update and Simplification Initiative. This ASU amends the disclosure or presentation requirements related to various subtopics in the FASB Accounting Standards Codification. The effective date for each amendment will be the date on which the SEC's removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. The Company will monitor the removal of various requirements from the current regulations in order to determine when to adopt the related amendments, but it does not anticipate that the adoption of the new guidance will have a material impact on the Company’s consolidated financial statements and related disclosures. The Company will continue to evaluate the impact of this guidance on its consolidated financial statements.

 

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This ASU expands reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The standard requires interim and annual disclosure of significant segment expenses that are regularly provided to the chief operating decision-maker ("CODM") and included within the reported measure of a segment’s profit or loss, requires interim disclosures about a reportable segment’s profit or loss and assets that are currently required annually, requires disclosure of the position and title of the CODM, clarifies circumstances in which an entity can disclose multiple segment measures of profit or loss, and contains other disclosure requirements. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the effect of this new guidance on its consolidated financial statements and related disclosures.

 

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This ASU requires additional disclosures of various income tax components that affect the rate reconciliation based on the applicable taxing jurisdictions, as well as the qualitative and quantitative aspects of those components. The standard also requires information pertaining to taxes paid to be disaggregated for federal, state and foreign taxes, and contains other disclosure requirements. This ASU is effective for fiscal years beginning after December 15, 2024, and interim periods within fiscal years beginning after December 15, 2025, with early adoption permitted. The Company is currently evaluating the effect of this new guidance on its consolidated financial statements and related disclosures.

 

 

 

NOTE 3 ACQUISITION OF EMI INDUSTRIES, LLC

 

On April 18, 2024, the Company entered into and consummated the transactions contemplated by an asset purchase agreement with EMI Industries, LLC (EMI), a Florida-based metal and millwork manufacturer of standard and customized fixtures, displays and equipment for the convenience store, supermarket and restaurant industries, for $50.0 million, of which $0.1 million of the purchase price was retained pending a review of the acquired working capital. In the first quarter of fiscal 2025, the company funded an additional $59,000 related to the final settlement of the acquired working capital. The Company incurred acquisition-related costs totaling $1.0 million which are included in the selling and administrative expense line of the consolidated statements of operations. The acquisition of EMI is expected to increase the Company’s total addressable markets within the grocery, quick service restaurant and convenience store verticals. The Company funded the acquisition totaling $49.9 million with a combination of cash on hand and from the $75 million revolving line of credit.

 

Page 11

 

The Company accounted for this transaction as a business combination. The Company has allocated the purchase price of approximately $49.9 million which includes an estimate of customary post-closing purchase price adjustments to the assets acquired and liabilities assumed at estimated fair values, and the excess of the purchase price over the aggregate fair values is recorded as goodwill. This preliminary allocation is subject to the final determination of the purchase price which will be finalized in fiscal 2025, as well as the potential revision resulting from the finalization of pre-acquisition tax filings. The preliminary allocation of the purchase consideration to the fair value of the assets acquired and liabilities assumed as of April 18, 2024, is as follows:

 

(In thousands)

 

April 18, 2024 as

initially reported

   

Adjustments

   

April 18, 2024 as

adjusted

 
                         

Accounts Receivable

  $ 11,386     $ -     $ 11,386  

Inventory

    12,246       -       12,246  

Property, Plant and Equipment

    7,719       -       7,719  

Operating Lease Right-Of-Use Assets

    8,734       -       8,734  

Other Assets

    1,176       -       1,176  

Intangible Assets

    15,670       -       15,670  

Accounts Payable

    (7,103 )     -       (7,103 )

Accrued Expenses

    (6,308 )     -       (6,308 )

Operating Lease Liabilities

    (5,987 )     -       (5,987 )

Identifiable Assets

    37,533       -       37,533  

Goodwill

    12,367       59       12,426  

Net Purchase Consideration

  $ 49,900     $ 59     $ 49,959  

 

The gross amount of accounts receivable acquired was $11.9 million.

 

Goodwill recorded from the acquisition of EMI is attributable to the impact of the positive cash flow from EMI in addition to expected synergies from the business combination. The goodwill resulting from the acquisition is deductible for tax purposes. The trade name and technology used an income (relief from royalty) approach, the non-compete used an income (with or without) approach, and the customer relationships used an income (excess earnings) approach. The following table presents the details of the intangible assets acquired at the date of acquisition:

 

(in thousands)

 

Estimated Fair

Value

   

Estimated Useful

Life (Years)

 
                 
                 

Tradename

  $ 4,880    

Indefinite life

 

Technology assets

    3,160       7  

Non-compete

    140       5  

Customer relationships

    7,490       20  
    $ 15,670          

 

EMI’s post-acquisition results of operations for the period from April 18, 2024, through June 30, 2024, are included in the Company’s Consolidated Statements of Operations. Since the acquisition date, net sales of EMI for the period from April 18, 2024, through June 30, 2024, were $18.1 million and operating income was $0.7 million. The operating results of EMI are included in the Display Solutions Segment.

 

Pro Forma Impact of the Acquisition of EMI (Unaudited)

 

The following table represents unaudited pro forma results of operations and gives effect to the acquisition of EMI as if the transaction had occurred on July 1, 2022. The unaudited pro forma results of operations have been prepared for comparative purposes only and are not necessarily indicative of what would have occurred had the business combination been completed at the beginning of the period or the results that may occur in the future. Furthermore, the unaudited pro forma financial information does not reflect the impact of any synergies or operating efficiencies resulting from the acquisition of EMI.

 

The unaudited pro forma financial information for the twelve months ended June 30, 2024, and June 30, 2023, is prepared using the acquisition method of accounting and has been adjusted to reflect the pro forma events that are: (1) directly attributable to the acquisition; (2) factually supportable; and (3) expected to have a continuing impact on the combined results. The fiscal 2024 unaudited pro forma operating income of $36.3 million excludes acquisition-related expenses of $1.0 million.

 

Page 12

 

   

Twelve Months Ended
June 30

 

(in thousands; unaudited)

               
   

2024

   

2023

 

Sales

  $ 535,849     $ 578,169  
                 

Gross Profit

  $ 141,788     $ 147,967  
                 

Operating Income

  $ 36,303     $ 38,798  

 

 

NOTE 4 - SEGMENT REPORTING INFORMATION

 

The accounting guidance on Segment Reporting establishes standards for reporting information regarding operating segments in annual financial statements and requires selected information of those segments to be presented in 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 Chief Executive Officer or “CODM”) in making decisions on how to allocate resources and assess performance. The Company’s two operating segments are Lighting and Display Solutions, with one executive team under the organizational structure reporting directly to the CODM with responsibilities for managing each segment. Corporate and Eliminations, which captures the Company’s corporate administrative activities, is also reported in the segment information.

 

The Lighting Segment includes non-residential outdoor and indoor lighting fixtures utilizing LED light sources that have been fabricated and assembled for the Company’s markets, primarily the refueling and convenience store markets, parking lot and garage markets, quick-service restaurant market, retail and grocery store markets, the automotive market, the warehouse market, and the sports court and field market. The Company also services lighting product customers through the commercial and industrial project, stock and flow, and renovation channels. In addition to the manufacture and sale of lighting fixtures, the Company offers a variety of lighting controls to complement its lighting fixtures which include sensors, photocontrols, dimmers, motion detection and Bluetooth systems. The Lighting Segment also includes the design, engineering and manufacturing of electronic circuit boards, assemblies and sub-assemblies which are sold directly to customers.

 

The Display Solutions Segment manufactures, sells and installs exterior and interior visual image and display elements, including printed graphics, structural graphics, digital signage, menu board systems, millwork display fixtures, refrigerated displays, food equipment, countertops, and other custom display elements. These products are used in visual image programs in several markets including the refueling and convenience store markets, parking lot and garage markets, quick-service and casual restaurant market, retail and grocery store, and other retail markets. The Company accesses its customers primarily through a direct sale model utilizing its own sales force. Sales through distribution represents a small portion of Display Solutions sales. The Display Solutions Segment also provides a variety of project management services to complement our display elements, such as installation management, site surveys, permitting, and content management which are offered to our customers to support our digital signage.

 

The Company’s corporate administration activities are reported in the Corporate and Eliminations line item. These activities primarily include intercompany profit in inventory eliminations, expense related to certain corporate officers and support staff, the Company’s internal audit staff, expense related to the Company’s Board of Directors, equity compensation expense for various equity awards granted to corporate administration employees, certain consulting expenses, investor relations activities, and a portion of the Company’s legal, auditing, and professional fee expenses. Corporate identifiable assets primarily consist of cash, invested cash (if any), refundable income taxes (if any), and deferred income taxes. 

 

There were no customers or customer programs representing a concentration of 10% or more of the Company’s consolidated net sales in the three and six months ended December 31, 2024, or 2023. There was no concentration of accounts receivable at December 31, 2024, or 2023.

 

Page 13

 

Summarized financial information for the Company’s operating segments is provided for the indicated periods and as of December 31, 2024, and December 31, 2023:

 

   

Three Months Ended

   

Six Months Ended

 

(In thousands)

 

December 31

   

December 31

 
   

2024

   

2023

   

2024

   

2023

 

Net Sales:

                               

Lighting Segment

  $ 58,210     $ 64,795     $ 116,646     $ 132,436  

Display Solutions Segment

    89,524       44,210       169,183       100,010  
    $ 147,734     $ 109,005     $ 285,829     $ 232,446  
                                 

Operating Income (Loss):

                               

Lighting Segment

  $ 5,972     $ 8,856     $ 11,731     $ 17,609  

Display Solutions Segment

  $ 8,127       3,302       15,834       10,521  

Corporate and Eliminations

    (5,640 )     (4,339 )     (9,975 )     (9,283 )
    $ 8,459     $ 7,819     $ 17,590     $ 18,847  
                                 

Capital Expenditures:

                               

Lighting Segment

  $ 509     $ 1,151     $ 1,221     $ 2,013  

Display Solutions Segment

  $ 529       529       576       1,048  

Corporate and Eliminations

    28       276       28       288  
    $ 1,066     $ 1,956     $ 1,825     $ 3,349  
                                 

Depreciation and Amortization:

                               

Lighting Segment

  $ 1,281     $ 1,293     $ 2,493     $ 2,602  

Display Solutions Segment

  $ 1,656       989       3,291       1,965  

Corporate and Eliminations

  $ 81       75       174       161  
    $ 3,018     $ 2,357     $ 5,958     $ 4,728  

 

   

December 31,

2024

   

June 30, 2024

 

Total Assets:

               

Lighting Segment

  $ 119,006     $ 130,695  

Display Solutions Segment

    215,824       208,248  

Corporate and Eliminations

    9,715       9,857  
    $ 344,545     $ 348,800  

 

The segment net sales reported above represent sales to external customers. Segment operating income, which is used in management’s evaluation of segment performance, represents net sales less all operating expenses. Identifiable assets are those assets used by each segment in its operations.

 

The Company records a 10% mark-up on intersegment revenues. Any inter-segment profit in inventory is eliminated in consolidation. Intersegment revenues were eliminated in consolidation as follows:

 

Inter-segment sales

                               
   

Three Months Ended

   

Six Months Ended

 

(In thousands)

 

December 31

   

December 31

 
   

2024

   

2023

   

2024

   

2023

 

Lighting Segment inter-segment net sales

  $ 6,053     $ 5,286     $ 12,037     $ 12,150  
                                 

Display Solutions Segment inter-segment net sales

  $ 133     $ (15 )   $ 304     $ 440  

 

Page 14

 

 

NOTE 5 - EARNINGS PER COMMON SHARE

 

The following table presents the amounts used to compute basic and diluted earnings per common share, as well as the effect of dilutive potential common shares on weighted average shares outstanding:

 

 

   

Three Months Ended

   

Six Months Ended

 
   

December 31

   

December 31

 
   

2024

   

2023

   

2024

   

2023

 
                                 

BASIC EARNINGS PER SHARE

                               
                                 

Net income

  $ 5,647     $ 5,906     $ 12,329     $ 13,934  
                                 

Weighted average shares outstanding during the period, net of treasury shares

    28,848       27,979       28,681       27,858  

Weighted average vested restricted stock units outstanding

    72       76       81       78  

Weighted average shares outstanding in the Deferred Compensation Plan during the period

    1,010       969       999       954  

Weighted average shares outstanding

    29,930       29,024       29,761       28,890  
                                 

Basic earnings per common share

  $ 0.19     $ 0.20     $ 0.41     $ 0.48  
                                 
                                 

DILUTED EARNINGS PER SHARE

                               
                                 

Net income

  $ 5,647     $ 5,906     $ 12,329     $ 13,934  
                                 

Weighted average shares outstanding:

                               
                                 

Basic

    29,930       29,024       29,761       28,890  
                                 

Effect of dilutive securities (a):

                               

Impact of common shares to be issued under stock option plans, and contingently issuable shares, if any

    946       1,019       948       1,059  

Weighted average shares outstanding

    30,876       30,043       30,709       29,949  
                                 

Diluted earnings per common share

  $ 0.18     $ 0.20     $ 0.40     $ 0.47  
                                 
                                 

Anti-dilutive securities (b)

    265       -       265       -  

 

 

 

(a)

Calculated using the “Treasury Stock” method as if dilutive securities were exercised and the funds were used to purchase common shares at the average market price during the period.

 

 

(b)

Anti-dilutive securities were excluded from the computation of diluted net income per share for the three and six months ended December 31, 2024, and December 31, 2023, because the exercise price was greater than the average fair market price of the common shares or because the assumed proceeds from the award’s exercise or vesting was greater than the average fair market price of the common shares.

 

Page 15

 

 

NOTE 6INVENTORIES, NET

 

The following information is provided as of the dates indicated:

 

   

December 31,

   

June 30,

 

(In thousands)

 

2024

   

2024

 
                 

Inventories:

               

Raw materials

  $ 49,388     $ 52,644  

Work-in-progress

    6,891       6,244  

Finished goods

    13,147       12,025  

Total Inventories

  $ 69,426     $ 70,913  

 

 

NOTE 7 - ACCRUED EXPENSES

 

The following information is provided as of the dates indicated:

 

   

December 31,

   

June 30,

 

(In thousands)

 

2024

   

2024

 
                 

Accrued Expenses:

               

Customer prepayments

  $ 8,714     $ 8,475  

Compensation and benefits

    9,110       9,704  

Accrued warranty

    6,653       6,623  

Operating lease liabilities

    5,619       5,560  

Accrued sales commissions

    2,691       3,937  

Accrued Freight

    2,353       2,270  

Accrued FICA

    492       513  

Finance lease liabilities

    327       324  

Other accrued expenses

    6,696       6,038  

Total Accrued Expenses

  $ 42,655     $ 43,444  

 

 

NOTE 8 - GOODWILL AND OTHER INTANGIBLE ASSETS

 

The carrying values of goodwill and other intangible assets with indefinite lives are reviewed at least annually for possible impairment. The Company may first assess qualitative factors in order to determine if goodwill and indefinite-lived intangible assets are impaired. If through the qualitative assessment it is determined that it is more likely than not that goodwill and indefinite-lived assets are not impaired, no further testing is required. If it is determined more likely than not that goodwill and indefinite-lived assets are impaired, or if the Company elects not to first assess qualitative factors, the Company’s impairment testing continues with the estimation of the fair value of the reporting unit using a combination of a market approach and an income (discounted cash flow) approach, at the reporting unit level. The estimation of the fair value of the reporting unit 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 the 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. 

 

The Company identified its reporting units in conjunction with its annual goodwill impairment testing. The Company has a total of four reporting units that contain goodwill. One reporting unit is within the Lighting Segment and three reporting units are within the Display Solutions Segment. The tradename intangible assets have an indefinite life and are also tested separately on an annual basis. The Company relies upon a number of factors, judgments and estimates when conducting its impairment testing including, but not limited to, the Company’s stock price, operating results, forecasts, anticipated future cash flows, and marketplace data. There are inherent uncertainties related to these factors and judgments in applying them to the analysis of goodwill impairment.

 

Page 16

 

The following table presents information about the Company's goodwill on the dates or for the periods indicated:

 

 

Goodwill

         

Display

         

(In thousands)

 

Lighting

   

Solutions

         
   

Segment

   

Segment

   

Total

 

Balance as of December 31, 2024

                       

Goodwill

  $ 70,971     $ 75,773     $ 146,744  

Accumulated impairment losses

    (61,763 )     (27,525 )     (89,288 )

Goodwill, net as of December 31, 2024

  $ 9,208     $ 48,248     $ 57,456  
                         

Balance as of June 30, 2024

                       

Goodwill

  $ 70,971     $ 75,714     $ 146,685  

Accumulated impairment losses

    (61,763 )     (27,525 )     (89,288 )

Goodwill, net as of June 30, 2024

  $ 9,208     $ 48,189     $ 57,397  

 

The gross carrying amount and accumulated amortization by each major intangible asset class is as follows:

 

Other Intangible Assets

 

December 31, 2024

 

(In thousands)

 

Gross

                 
   

Carrying

   

Accumulated

   

Net

 
   

Amount

   

Amortization

   

Amount

 

Amortized Intangible Assets

                       

Customer relationships

  $ 69,573     $ 23,227     $ 46,346  

Patents

    268       268       -  

LED technology firmware, software

    24,126       17,876       6,250  

Trade name

    2,658       1,319       1,339  

Non-compete

    400       217       183  

Total Amortized Intangible Assets

    97,025       42,907       54,118  
                         

Indefinite-lived Intangible Assets

                       

Trademarks and trade names

    16,982       -       16,982  

Total indefinite-lived Intangible Assets

    16,982       -       16,982  
                         

Total Other Intangible Assets

  $ 114,007     $ 42,907     $ 71,100  

 

Other Intangible Assets

 

June 30, 2024

 

(In thousands)

 

Gross

                 
   

Carrying

   

Accumulated

   

Net

 
   

Amount

   

Amortization

   

Amount

 

Amortized Intangible Assets

                       

Customer relationships

  $ 69,573     $ 21,332     $ 48,241  

Patents

    268       268       -  

LED technology firmware, software

    24,126       17,058       7,068  

Trade name

    2,658       1,265       1,393  

Non-compete

    400       168       232  

Total Amortized Intangible Assets

    97,025       40,091       56,934  
                         

Indefinite-lived Intangible Assets

                       

Trademarks and trade names

    16,982       -       16,982  

Total indefinite-lived Intangible Assets

    16,982       -       16,982  
                         

Total Other Intangible Assets

  $ 114,007     $ 40,091     $ 73,916  

 

Page 17

 

 

   

Three Months Ended

   

Six Months Ended

 
   

December 31

   

December 31

 

(In thousands)

 

2024

   

2023

   

2024

   

2023

 
                                 

Amortization Expense of Other Intangible Assets

  $ 1,408     $ 1,190     $ 2,816     $ 2,380  

 

The Company expects to record annual amortization expense as follows:

 

 

(In thousands)

       

2025

  $ 5,739  

2026

  $ 5,733  

2027

  $ 5,512  

2028

  $ 5,125  

2029

  $ 4,497  

After 2029

  $ 30,328  

 

 

NOTE 9 - DEBT

 

The Company’s long-term debt as of December 31, 2024, and June 30, 2024, consisted of the following:

 

 

   

December 31,

   

June 30,

 

(In thousands)

 

2024

   

2024

 
                 

Secured line of credit

  $ 24,803     $ 38,766  

Term loan, net of debt issuance costs of $10 and $14, respectively

    13,383       15,463  

Total debt

  $ 38,186     $ 54,229  

Less: amounts due within one year

    3,571       3,571  

Total amounts due after one year, net

  $ 34,615     $ 50,658  

 

In September 2021, the Company amended its existing $100 million secured line of credit, to a $25 million term loan and $75 million remaining as a secured revolving line of credit. Both facilities expire in the first quarter of fiscal 2027. The principal of the term loan is repaid annually in the amount of $3.6 million over a five-year period with a balloon payment of the remaining balance due last month. Interest on both the revolving line of credit and the term loan is charged based upon an increment over the Secured Overnight Financing Rate (SOFR) or a base rate, at the Company’s option. The base rate is calculated as the highest of (a) the Prime rate, (b) the sum of the Overnight Funding Rate plus 50 basis points and (c) the sum of the Daily SOFR Rate plus 100 basis points. The increment over the SOFR borrowing rate fluctuates between 100 and 225 basis points, and the increment over the Base Rate fluctuates between 0 and 125 basis points, both of which depend upon the ratio of indebtedness to earnings before interest, taxes, depreciation, and amortization (“EBITDA”), as defined in the line of credit agreement. As of December 31, 2024, the Company’s borrowing rate against its revolving line of credit was 5.7%. The increment over the SOFR borrowing rate will be 100 basis points for the third quarter of fiscal 2025. The fee on the unused balance of the $75 million committed line of credit fluctuates between 15 and 25 basis points. Under the terms of this line of credit, the Company is required to comply with financial covenants that limit the ratio of indebtedness to EBITDA and require a minimum fixed charge ratio. As of December 31, 2024, there was $50.2 million available for borrowing under the $75 million line of credit.

 

The Company is in compliance with all of its loan covenants as of December 31, 2024.

 

 

NOTE 10 - CASH DIVIDENDS

 

The Company paid cash dividends of $3.0 million and $2.8 million for the six months ended December 31, 2024, and December 31, 2023, respectively. Dividends on restricted stock units in the amount of $0.2 million and $0.1million were accrued as of both December 31, 2024, and 2023, respectively. These dividends will be paid upon the vesting of the restricted stock units when shares are issued to the award recipients. In January 2025, the Board of Directors declared a regular quarterly cash dividend of $0.05 per share payable February 11, 2025, to shareholders of record as February 3, 2025. The indicated annual cash dividend rate is $0.20 per share.

 

Page 18

 

 

NOTE 11EQUITY COMPENSATION

 

In November 2022, the Company's shareholders approved the amendment and restatement of the 2019 Omnibus Award Plan ("2019 Omnibus Plan") which increased the number of shares authorized for issuance under the plan by 2,350,000 and removed the Plan's fungible share counting feature. The purpose of the 2019 Omnibus Plan is to provide a means to attract and retain key personnel and to align the interests of the directors, officers, and employees with the Company's shareholders. The plan also provides a vehicle whereby directors and officers may acquire shares in order to meet the ownership requirements under the Company's Stock Ownership Policy. The 2019 Omnibus Plan allows for the grant of stock options, stock appreciation rights, restricted stock awards, restricted stock units RSUs, performance stock units ("PSUs") and other awards. Except for Restricted Stock Unit ("RSU") grants which are time-based, participants in the Company's Long-Term Equity Compensation Plans are awarded the opportunity to acquire shares over a three-year performance measurement period tied to specific company performance metrics. The number of shares that remain reserved for issuance under the 2019 Omnibus Plan is 1,403,708 as of December 31, 2024.

 

In the first quarter of fiscal 2025, the Company granted 160,826 PSUs and 107,217 RSUs, both with a weighted average market value of $14.92. Stock compensation expense was $1.1 million and $0.8 million for the three months ended December 31, 2024, and 2023, respectively, and $2.2 million and $2.0 million in the six months ended December 31, 2024, and 2023, respectively.

 

In November of 2021, our board of directors approved the LSI Employee Stock Purchase Plan (“ESPP”). A total of 270,000 shares of common stock were provided for issuance under the ESPP. Employees may participate at their discretion and are able to purchase, through payroll deduction, common stock at a 10% discount on a quarterly basis. Employees may end their participation at any time during the offering period, and participation ends automatically upon termination of employment with the company. During fiscal year 2025, employees purchased 8,000 shares. At December 31, 2024, 234,000 shares remained available for purchase under the ESPP.

 

 

NOTE 12 - SUPPLEMENTAL CASH FLOW INFORMATION

 

   

Six Months Ended

 

(In thousands)

 

December 31

 
   

2024

   

2023

 

Cash Payments:

               

Interest

  $ 1,460     $ 1,006  

Income taxes

  $ 2,321     $ 3,375  
                 

Non-cash investing and financing activities

               

Issuance of common shares as compensation

  $ 225     $ 225  

Issuance of common shares to fund deferred compensation plan

  $ 994     $ 943  

Issuance of common shares to fund ESPP plan

  $ 110     $ 98  

 

 

NOTE 13 - COMMITMENTS AND CONTINGENCIES

 

The Company is party to various negotiations, customer bankruptcies, and legal proceedings arising in the normal course of business. The Company provides reserves for these matters when a loss is probable and reasonably estimable. The Company does not disclose a range of potential loss because the likelihood of such a loss is remote. 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.

 

The Company may occasionally issue a standby letter of credit in favor of third parties. As of December 31, 2024, there were no such standby letters of credit issued.

 

 

NOTE 14 - LEASES

 

The Company leases certain manufacturing facilities along with a small office space, several forklifts, several small tooling items, and various items of office equipment. All but two of the Company’s leases are operating leases. Leases have a remaining term of one to seven years some of which have an option to renew. The Company does not assume renewals in determining the lease term unless the renewals are deemed reasonably certain. The lease agreements do not contain any material residual guarantees or material variable lease payments. The number of operating leases increased in fiscal 2024 as a result of the acquisition of EMI; most of EMI’s operating leases are building leases.

 

Page 19

 

The Company has periodically entered into short-term operating leases with an initial term of twelve months or less. The Company elected not to record these leases on the balance sheet. The rent expense for these leases was immaterial for December 31, 2024, and 2023.

 

The Company has certain leases that contain lease and non-lease components and has elected to utilize the practical expedient to account for these components together as a single lease component.

 

Lease expense is recognized on a straight-line basis over the lease term. The Company used its incremental borrowing rate when determining the present value of lease payments.

 

   

Three Months Ended

   

Six Months Ended

 
   

December 31

   

December 31

 

(In thousands)

 

2024

   

2023

   

2024

   

2023

 
                                 

Operating lease cost

  $ 1,610     $ 993     $ 3,231     $ 1,900  

Financing lease cost:

                               

Amortization of right of use assets

    73       73       145       146  

Interest on lease liabilities

    10       14       22       28  

Variable lease cost

    -       22       7       44  

Sublease income

    -       (116 )     (39 )     (232 )

Total lease cost

  $ 1,693     $ 986     $ 3,366     $ 1,886  

 

Supplemental Cash Flow Information:

 

Six Months Ended

 
   

December 31

 

(In thousands)

 

2024

   

2023

 
                 

Cash flows from operating leases

               

Fixed payments - operating cash flows

  $ 3,298     $ 1,778  

Liability reduction - operating cash flows

  $ 2,813     $ 1,537  
                 

Cash flows from finance leases

               

Interest - operating cash flows

  $ 21     $ 28  

Repayments of principal portion - financing cash flows

  $ 168     $ 156  

 

Operating Leases:

 

December 31,

   

June 30,

 
   

2024

   

2024

 
                 

Total operating right-of-use assets

  $ 15,517     $ 15,912  
                 

Accrued expenses (Current liabilities)

  $ 5,619     $ 5,560  

Long-term operating lease liability

    10,694       11,267  

Total operating lease liabilities

  $ 16,313     $ 16,827  
                 

Weighted Average remaining Lease Term (in years)

    3.40       3.49  
                 

Weighted Average Discount Rate

    5.82 %     5.90 %

 

Page 20

 

Finance Leases:

 

December 31,

   

June 30,

 
   

2024

   

2024

 
                 

Buildings under finance leases

  $ 2,033     $ 2,033  

Equipment under finance leases

    -       41  

Accumulated depreciation

    (1,355 )     (1,232 )

Total finance lease assets, net

  $ 678     $ 842  
                 

Accrued expenses (Current liabilities)

  $ 327     $ 324  

Long-term finance lease liability

    468       636  

Total finance lease liabilities

  $ 795     $ 960  
                 

Weighted Average remaining Lease Term (in years)

    2.33       2.83  
                 

Weighted Average Discount Rate

    4.86 %     4.86 %

 

Maturities of Lease Liability:

 

Operating

Lease

Liabilities

   

Finance Lease

Liabilities

   

Operating

Subleases

   

Net Lease

Commitments

 

2025

  $ 5,619     $ 327     $ (38 )   $ 5,908  

2026

    5,360       362       -       5,722  

2027

    4,337       150       -       4,487  

2028

    1,319       -       -       1,319  

2029

    972       -       -       972  

Thereafter

    489       -       -       489  

Total lease payments

  $ 18,096     $ 839     $ (38 )   $ 18,897  

Less: Interest

    (1,783 )     (44 )             (1,827 )

Present Value of Lease Liabilities

  $ 16,313     $ 795             $ 17,070  

 

 

NOTE 15 INCOME TAXES

 

The Company's effective income tax rate is based on expected income, statutory rates, and tax planning opportunities available in the various jurisdictions in which it operates. For interim financial reporting, the Company estimates the annual income tax rate based on projected taxable income for the full year and records a quarterly income tax provision or benefit in accordance with the anticipated annual rate. The Company refines the estimates of the year's taxable income as new information becomes available, including actual year-to-date financial results. This continual estimation process often results in a change to the expected effective income tax rate for the year. When this occurs, the Company adjusts the income tax provision during the quarter in which the change in estimate occurs so that the year-to-date provision reflects the expected income tax rate. Significant judgment is required in determining the effective tax rate and in evaluating tax positions.

 

 

   

Three Months Ended

   

Six Months Ended

 
   

December 31

   

December 31

 
   

2024

   

2023

   

2024

   

2023

 

Reconciliation of effective tax rate:

                               
                                 

Provision for income taxes at the anticipated annual tax rate

    26.7

%

    25.6

%

    26.2 %     26.3 %

Uncertain tax positions

    (1.5 )     (2.8 )     (0.2 )     (0.6 )

Deferred Income Tax Adjustment

    -       -       1.1       -  

Share-based compensation

    (2.0 )     (2.7 )     (5.8 )     (4.2 )

Effective tax rate

    23.2

%

    20.1

%

    21.3 %     21.5 %

 

Page 21

 

 

ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

 

Note About Forward-Looking Statements

 

This report includes estimates, projections, statements relating to our business plans, objectives, and expected operating results that are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements may appear throughout this report, including this section. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “focus,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties that may cause actual results to differ materially. We describe risks and uncertainties that could cause actual results and events to differ materially in in our Annual Report on Form 10-K in the following sections: “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Quantitative and Qualitative Disclosures about Market Risk,” and “Risk Factors.” All of those risks and uncertainties are incorporated herein by reference. We undertake no obligation to update or revise publicly any forward-looking statements, whether because of new information, future events, or otherwise.

 

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help the reader understand the results of operations and financial condition of LSI Industries Inc. MD&A is provided as a supplement to, and should be read in conjunction with, our Annual Report on Form 10-K for the year ended June 30, 2024, and our financial statements and the accompanying Notes to Financial Statements (Part I, Item 1 of this Form 10-Q).

 

Our condensed consolidated financial statements, accompanying notes and the “Safe Harbor” Statement, each as appearing earlier in this report, should be referred to in conjunction with this Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

Summary of Consolidated Results

 

Net Sales by Business Segment

 

Three Months Ended

   

Six Months Ended

 
   

December 31

   

December 31

 

(In thousands)

 

2024

   

2023

   

2024

   

2023

 
                                 

Lighting Segment

  $ 58,210     $ 64,795     $ 116,646     $ 132,436  

Display Solutions Segment

    89,524       44,210       169,183       100,010  
    $ 147,734     $ 109,005     $ 285,829     $ 232,446  

 

Operating Income (Loss) by Business Segment

 

Three Months Ended

   

Six Months Ended

 
   

December 31

   

December 31

 

(In thousands)

 

2024

   

2023

   

2024

   

2023

 
                                 

Lighting Segment

  $ 5,972     $ 8,856     $ 11,731     $ 17,609  

Display Solutions Segment

    8,127       3,302       15,834       10,521  

Corporate and Eliminations

    (5,640 )     (4,339 )     (9,975 )     (9,283 )
    $ 8,459     $ 7,819     $ 17,590     $ 18,847  

 

Net sales of $147.7 million for the three months ended December 31, 2024, increased 36% as compared to net sales of $109.0 million for the three months ended December 31, 2023. The increase in net sales was attributed to a $45.3 million or 103% increase in net sales of the Display Solutions Segment, partially offset by a $6.6 million or 10% decline in net sales of the Lighting Segment. The Display Solutions Segment generated organic growth of 50% driven by increased sales across all product categories and vertical markets supported mostly by the grocery, refueling/ C-Store, and QSR verticals. The Company’s recent acquisition of EMI contributed an additional $23.4 million of the quarter-over-quarter sales growth of the Display Solutions Segment. The decline in sales in the Lighting Segment is attributed to the comparison of quarter-over-quarter sales of large lighting projects. In fiscal 2024, the Company had several large lighting projects, including a new EV plant complex that did not repeat in fiscal 2025. While there was a decline in large lighting projects, small project activity increased over the prior year period.

 

Page 22

 

Net sales of $285.8 million for the six months ended December 31, 2024, increased 23% as compared to net sales of $232.4 million for the six months ended December 31, 2023. The increase in net sales was attributed to a $69.2 million or 69% increase in net sales of the Display Solutions Segment, partially offset by a $15.8 or 12% decline in net sales of the Lighting Segment. The Display Solutions Segment generated organic growth of 20% driven by increased sales across all product categories and vertical markets supported mostly by the grocery, refueling/ c-Store, and QSR verticals. The Company’s recent acquisition of EMI contributed an additional $49.6 million of the year-over-year sales growth of the Display Solutions Segment. The decline in sales in the Lighting Segment is attributed to the comparison of year-over-year sales of large lighting projects. In fiscal 2024, the Company had several large lighting projects, including a new EV plant complex that did not repeat in fiscal 2025. While there was a decline in large lighting projects, small project activity increased over the prior year period.

 

Operating income of $8.5 million for the three months ended December 31, 2024, represents an 8% increase in operating income of $7.8 million in the three months ended December 31, 2023. Adjusted operating income, a Non-GAAP measure, was $11.7 million in the three months ended December 31, 2024, compared to $9.9 million in the three months ended December 31, 2023. Refer to “Non-GAAP Financial Measures” below for a reconciliation of Non-GAAP financial measures to U.S. GAAP measures. The increase in net sales contributed to the increase in operating profit which was partially offset by a change in product mix between the Lighting Segment and Display Solutions Segment product lines.

 

Operating income of $17.6 million for the six months ended December 31, 2024, represents a 7% decrease from operating income of $18.8 million in the six months ended December 31, 2023. Adjusted operating income, a Non-GAAP financial measure, was $23.6 million in the six months ended December 31, 2024, compared to adjusted operating income of $23.8 million in the six months ended December 31, 2023. The increase in net sales was offset by a change in product mix between the Lighting Segment and Display Solutions Segment product lines. Refer to “Non-GAAP Financial Measures” below for a reconciliation of Non-GAAP financial measures to U.S. GAAP measures.

 

Non-GAAP Financial Measures

 

This report includes adjustments to GAAP operating income, net income, and earnings per share for the three months and six ended December 31, 2024, and 2023.  Operating income, net income, and earnings per share, which exclude the impact of long-term performance based compensation expense, the amortization expense of acquired intangible assets, commercial growth opportunity expense, acquisition costs, the lease expense on the step-up basis of acquired leases, and restructuring and severance costs, are non-GAAP financial measures. We further note that while the amortization expense of acquired intangible assets is excluded from the non-GAAP financial measures, the revenue of the acquired companies is included in the measures and the acquired assets contribute to the generation of revenue. We believe these non-GAAP measures will provide increased transparency to our core operating performance of the business. Also included in this report are non-GAAP financial measures, including Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA and Adjusted EBITDA), Net Debt to Adjusted EBITDA, Free Cash Flow, and organic sales growth.  We believe that these are useful as supplemental measures in assessing the operating performance of our business.  These measures are used by our management, including our chief operating decision maker, to evaluate business results, and are frequently referenced by those who follow the Company.  These non-GAAP measures may be different from non-GAAP measures used by other companies.  In addition, the non-GAAP measures are not based on any comprehensive set of accounting rules or principles.  Non-GAAP measures have limitations, in that they do not reflect all amounts associated with our results as determined in accordance with U.S. GAAP.  Therefore, these measures should be used only to evaluate our results in conjunction with corresponding GAAP measures.  Below is a reconciliation of these non-GAAP measures to net income and earnings per share reported for the periods indicated along with the calculation of EBITDA, Adjusted EBITDA, Free Cash Flow, Net Debt to Adjusted EBITDA, and organic sales growth.

 

Page 23

 

   

Three Months Ended

 

Reconciliation of operating income to adjusted operating income:

 

December 31

 
   

2024

   

2023

 

(In thousands)

               
                 

Operating income as reported

  $ 8,459     $ 7,819  
                 

Long-term performance based compensation

    1,669       849  
                 

Amortization expense of acquired intangible assets

    1,408       1,190  
                 

Lease expense on the step-up basis of acquired leases

    69       -  
                 

Restructuring/severance costs

    -       35  
                 

Consulting expense: commercial growth opportunities

    81       -  
                 

Adjusted operating income

  $ 11,686     $ 9,893  

 

 

Reconciliation of net income to adjusted net income

 

Three Months Ended

 
   

December 31

 

(In thousands, except per share data)

 

2024

   

2023

 
             

Diluted EPS

             

Diluted EPS

 
                                     

Net income as reported

  $ 5,647       $ 0.18     $ 5,906       $ 0.20  
                                     

Long-term performance based compensation

    1,294   (1)     0.04       625   (5)     0.02  
                                     

Amortization expense of acquired intangible assets

    1,090   (2)     0.04       885   (6)     0.03  
                                     

Restructuring/severance costs

    -         -       34   (7)     -  
                                     

Lease expense on the step-up basis of acquired leases

    53   (3)     -       -         -  
                                     

Consulting expense: commercial growth opportunities

    62   (4)     -       -         -  
                                     

Tax rate difference between reported and adjusted net income

    (150 )       -       (201 )       (0.01 )
                                     

Net income adjusted

  $ 7,996       $ 0.26     $ 7,249       $ 0.24  

 

Effective in the first quarter of fiscal 2025, LSI will include the amortization expense related to acquired intangible assets as an add-back to its non-GAAP reconciliation. Prior quarter non-GAAP reconciliations have been adjusted accordingly.

 

The following represents the income tax effects of the adjustments in the tables above, which were calculated using the estimated combined U.S., Canada and Mexico effective income tax rates for the periods indicated (in thousands):

 

(1) $375

(2) $318

(3) $16

(4) $19

(5) $224

(6) $305

(7) $1

 

Page 24

 

   

Six Months Ended

 

Reconciliation of operating income to adjusted operating income:

 

December 31

 
   

2024

   

2023

 

(In thousands)

               
                 

Operating income as reported

  $ 17,590     $ 18,847  
                 

Acquisition costs

    48       -  
                 

Long-term performance based compensation

    2,853       2,174  
                 

Amortization expense of acquired intangible assets

    2,816       2,380  
                 

Lease expense on the step-up basis of acquired leases

    136       -  
                 

Restructuring/severance costs

    60       388  
                 

Consulting expense: commercial growth opportunities

    81       19  
                 

Adjusted operating income

  $ 23,584     $ 23,808  

 

 

Reconciliation of net income to adjusted net income

 

Six Months Ended

 
   

December 31

 

(In thousands, except per share data)

 

2024

   

2023

 
             

Diluted EPS

             

Diluted EPS

 
                                     

Net income as reported

  $ 12,329       $ 0.40     $ 13,934       $ 0.47  
                                     

Long-term performance based compensation

    2,161   (1)     0.07       1,599   (7)     0.05  
                                     

Amortization expense of acquired intangible assets

    2,132   (2)     0.07       1,755   (8)     0.06  
                                     

Restructuring/severance costs

    45   (3)     -       290   (9)     0.01  
                                     

Acquisition costs

    50   (4)     -       -         -  
                                     

Lease expense on the step-up basis of acquired leases

    103   (5)     0.01       -         -  
                                     

Consulting expense: commercial growth opportunities

    62   (6)     -       13   (10)     -  
                                     

Tax rate difference between reported and adjusted net income

    (905 )       (0.03 )     (732 )       (0.03 )
                                     

Net income adjusted

  $ 15,977       $ 0.52     $ 16,859       $ 0.56  

 

Effective in the first quarter of fiscal 2025, LSI will include the amortization expense related to acquired intangible assets as an add-back to its non-GAAP reconciliation. Prior quarter non-GAAP reconciliations have been adjusted accordingly.

 

The following represents the income tax effects of the adjustments in the tables above, which were calculated using the estimated combined U.S., Canada and Mexico effective income tax rates for the periods indicated (in thousands):

 

(1) $692

(2) $684

(3) $15

(4) ($2)

(5) $33

(6) $19

(7) $575

(8) $625

(9) $98

(10) $6

 

Page 25

 

Reconciliation of Net Income to Adjusted EBITDA

 

Three Months Ended

   

Six Months Ended

 
   

December 31

   

December 31

 

(In thousands)

 

2024

   

2023

   

2024

   

2023

 

Net Income - Reported

  $ 5,647     $ 5,906     $ 12,329     $ 13,934  
                                 

Income Tax

    1,702       1,489       3,336       3,827  

Interest Expense, Net

    728       453       1,603       1,019  

Other (Income) Expense

    382       (29 )     322       67  

Operating Income as reported

  $ 8,459     $ 7,819     $ 17,590     $ 18,847  
                                 

Depreciation and Amortization

    3,018       2,357       5,958       4,728  
                                 

EBITDA

  $ 11,477     $ 10,176     $ 23,548     $ 23,575  
                                 

Long-term performance based compensation

    1,669       849       2,853       2,174  

Restructuring/severance costs

    -       -       60       19  

Lease expense on the step-up basis of acquired leases

    69       -       136       -  

Consulting expense: commercial growth opportunities

    81       -       81       -  

Acquisition costs

    -       35       48       388  
                                 

Adjusted EBITDA

  $ 13,296     $ 11,060     $ 26,726     $ 26,156  

 

 

Reconciliation of cash flow from operations to free cash flow

 

Three Months Ended

   

Six Months Ended

 
   

December 31

   

December 31

 

(In thousands)

 

2024

   

2023

   

2024

   

2023

 
                                 

Cash Flow from Operations

  $ 9,891     $ 9,276     $ 21,737     $ 19,868  
                                 

Capital expenditures

    (1,066 )     (1,956 )     (1,825 )     (3,349 )
                   

`

         

Free Cash Flow

  $ 8,825     $ 7,320     $ 19,912     $ 16,519  

 

 

Net Debt to Adjusted EBITDA

 

December 31

   

June 30

 

(In thousands)

 

2024

   

2024

 
                 

Current portion and long-term debt as reported

  $ 3,571     $ 3,571  

Long-Term Debt

    34,615       50,658  

Total Debt

    38,186       54,229  

Less: Cash and cash equivalents

    (4,712 )     (4,110 )
                 

Net Debt

  $ 33,474     $ 50,119  
                 

Adjusted EBITDA - Trailing 12 Months

  $ 52,006     $ 51,436  
                 

Net Debt to Adjusted EBITDA

    0.6       1.0  

 

 

   

Three Months Ended

             

Six Months Ended

         

Organic compared to Inorganic Sales

 

Dec 2024

   

Dec 2023

   

% Variance

     

Dec 2024

   

Dec 2023

   

% Variance

 
                                                   

Lighting Segment

  $ 58,210     $ 64,796       -10 %     $ 116,646     $ 132,437       -12 %

Display Solutions Segment

                                                 

- Comparable Display Solutions Sales

    66,133       44,209       50 %       119,588       100,010       20 %

- EMI

    23,391       -                 49,595       -          

Total Display Solutions Sales

    89,524       44,209       103 %       169,183       100,010       69 %

Total net sales

    147,734       109,005       36 %       285,829       232,447       23 %

Less:

                                                 

EMI

    23,391       -          

`

    49,595       -          

Total organic net sales

  $ 124,343     $ 109,005       14 %     $ 236,234     $ 232,447       2 %

 

Page 26

 

Results of Operations

 

THREE MONTHS ENDED DECEMBER 31, 2024, COMPARED TO THREE MONTHS ENDED DECEMBER 31, 2023

 

Display Solutions Segment

 

Three Months Ended

 
   

December 31

 

(In thousands)

 

2024

   

2023

 
                 

Net Sales

  $ 89,524     $ 44,210  

Gross Profit

  $ 15,820     $ 8,838  

Operating Income

  $ 8,127     $ 3,302  

 

Display Solutions net sales of $89.5 million increased 103% from same period in fiscal 2024. This segment generated organic growth of 50% driven by increased sales across all major product categories and vertical markets supported mostly by the grocery, refueling/ c-Store, and QSR verticals. The Company’s recent acquisition of EMI also contributed $23.4 million of the quarter-over-quarter sales growth of the Display Solutions Segment.

 

Gross profit of $15.8 million in the three months ended December 31, 2024 increased 79% from the same period of fiscal 2024. Gross profit as a percentage of net sales in the three months ended December 31, 2024 decreased to 18% from 20% in the same period of fiscal 2024 impacted by product and vertical market mix. The Company continues to maintain favorable program pricing and prudent cost management.

 

Operating expenses of $7.7 million in the three months ended December 31, 2024 increased 39% from the same period of fiscal 2024, primarily driven by the acquisition of EMI and by continued investment in commercial initiatives to drive growth.

 

Display Solutions Segment operating income of $8.1 million in the three months ended December 31, 2024 increased 146% from the same period of fiscal 2024. The increase in operating income of $4.8 million was driven by the net effect of an increase in net sales partially offset by the gross margin impact of product mix.

 

Lighting Segment

 

Three Months Ended

 
   

December 31

 

(In thousands)

 

2024

   

2023

 
                 

Net Sales

  $ 58,210     $ 64,795  

Gross Profit

  $ 19,034     $ 22,698  

Operating Income

  $ 5,972     $ 8,856  

 

Lighting Segment net sales of $58.2 million in the three months ended December 31, 2024, decreased 10% compared to net sales of $64.8 million in the same period in fiscal 2024. The decline in sales is attributed to the comparison of quarter-over-quarter sales of large lighting projects. In fiscal 2024, the Company had several large lighting projects, including a new EV plant complex that did not repeat in fiscal 2025. While there was a decline in large lighting projects, small project activity increased over the prior year period.

 

Gross profit of $19.0 million in the three months ended December 31, 2024 decreased 16% from the same period of fiscal 2024. The decline in gross profit is attributed to the decline in sales. While overall demand levels were lower in the fiscal second quarter, selling prices and material input costs remain stable.

 

Operating expenses of $13.1 million in the three months ended December 31, 2024 decreased 6% from the same period of fiscal 2024, driven mostly by lower commission expense from lower sales, and effective cost management.

 

Lighting Segment operating income of $6.0 million for the three months ended December 31, 2024 decreased 33% from operating income of $8.9 million in the same period of fiscal 2024 primarily driven by decreased net sales.

 

Page 27

 

Corporate and Eliminations

 

Three Months Ended

 
   

December 31

 

(In thousands)

 

2024

   

2023

 
                 

Gross Profit

  $ 7     $ -  

Operating (Loss)

  $ (5,640 )   $ (4,339 )

 

The gross profit relates to the change in the intercompany profit in inventory elimination.

 

Operating expenses of $5.6 million in the three months ended December 31, 2024, increased 30% from the same period of fiscal 2024. The increase in expense is primarily the result of continued investment in commercial initiatives to support the growth of the Company. Also contributing to the quarter-over-quarter change was an increase in employee benefit costs.

 

Consolidated Results

 

The Company reported $0.7 million and $0.5 million of net interest expense in the three months ended December 31, 2024, and December 31, 2023, respectively. The increase in interest expense is the result of the funds borrowed to acquire EMI in the fourth quarter of fiscal 2024 partially offset by decreased borrowing costs. The Company also recorded other income of $0.4 million of other (income) in the three months ended December 31, 2024, of which is related to net foreign exchange currency transaction gains and losses through the Company’s Mexican and Canadian subsidiaries.

 

The $1.7 million of income tax expense in the three months ended December 31, 2024 represents a consolidated effective tax rate of 23.2%. The $1.5 million of income tax expense in the three months ended December 31, 2023 represents a consolidated effective tax rate of 20.1%. Impacting the effective tax rate of both reported periods was the favorable tax treatment of the Company’s long-term performance based compensation.

 

The Company reported net income of $5.6 million in the three months ended December 31, 2024 compared to net income of $5.9 million in the three months ended December 31, 2023. Non-GAAP adjusted net income was $8.0 million for the three months ended December 31, 2024, compared to adjusted net income of $7.3 million for the three months ended December 31, 2023 (Refer to the Non-GAAP tables above). The increase in Non-GAAP adjusted net income is primarily the net result of an increase in net sales partially offset by the profit margin impact of product mix. Diluted adjusted earnings per share of $0.18 was reported in the three months ended December 31, 2024 compared to $0.20 diluted adjusted earnings per share in the same period of fiscal 2024. The weighted average common shares outstanding for purposes of computing diluted earnings per share in the three months ended December 31, 2024 were 30,876,000 shares compared to 30,043,000 shares in the same period last year.

 

SIX MONTHS ENDED DECEMBER 31, 2024, COMPARED TO SIX MONTHS ENDED DECEMBER 31, 2023

 

Display Solutions Segment

 

Six Months Ended

 
   

December 31

 

(In thousands)

 

2024

   

2023

 
                 

Net Sales

  $ 169,183     $ 100,010  

Gross Profit

  $ 30,851     $ 22,148  

Operating Income

  $ 15,834     $ 10,521  

 

Display Solutions net sales of $169.2 million increased 69% from same period in fiscal 2024. This segment generated organic growth of 20% driven by increased sales across all major product categories and vertical markets supported mostly by the grocery, refueling/ c-Store, and QSR verticals. The Company’s recent acquisition of EMI also contributed $49.6 million of the year-over-year sales growth of the Display Solutions Segment.

 

Gross profit of $30.9 million in the six months ended December 31, 2024 increased 39% from the same period of fiscal 2024. Gross profit as a percentage of net sales in the six months ended December 31, 2024 decreased to 18% from 22% in the same period of fiscal 2024 impacted by product and vertical market mix. The Company continues to maintain favorable program pricing and prudent cost management.

 

Operating expenses of $15.0 million in the six months ended December 31, 2024 increased 29% from the same period of fiscal 2024, primarily driven by the acquisition of EMI and by continued investment in commercial initiatives to drive growth.

 

Page 28

 

Operating income of $15.8 million in the six months ended December 31, 2024 increased 51% from the same period of fiscal 2024. The increase in operating income of 5.3 million was driven by the net effect of an increase in net sales partially offset by the gross margin impact of product mix.

 

Lighting Segment

 

Six Months Ended

 
   

December 31

 

(In thousands)

 

2024

   

2023

 
                 

Net Sales

  $ 116,646     $ 132,436  

Gross Profit

  $ 37,658     $ 45,978  

Operating Income

  $ 11,731     $ 17,609  

 

Lighting Segment net sales of $116.6 million in the six months ended December 31, 2024, decreased 12% compared to net sales of $132.4 million in the same period in fiscal 2024. The decline in sales in the Lighting Segment is attributed to the comparison of year-over-year sales of large lighting projects. In fiscal 2024, the Company had several large lighting projects, including a new EV plant complex that did not repeat in fiscal 2025. Contributing to the decline in large projects was the lengthening of the conversions cycle for these large projects. While there was a decline in large lighting projects, small project activity increased over the prior year period.

 

Gross profit of $37.7 million in the three months ended December 31, 2024 decreased 18% from the same period of fiscal 2024. The decline in gross profit is attributed to the decline in sales. While overall demand levels were lower in the first half of fiscal 2025, selling prices and material input costs remain stable.

 

Operating expenses of $25.9 million in the six months ended December 31, 2024 decreased 9% from the same period of fiscal 2024, driven mostly by lower commission expense from lower sales, and effective cost management.

 

Lighting Segment operating income of $11.7 million for the six months ended December 31, 2024 decreased 33% from operating income of $17.6 million in the same period of fiscal 2024 primarily driven by decreased net sales.

 

Corporate and Eliminations

 

Six Months Ended

 
   

December 31

 

(In thousands)

 

2024

   

2023

 
                 

Gross Profit (Loss)

  $ (1 )   $ (1 )

Operating (Loss)

  $ (9,975 )   $ (9,283 )

 

The gross profit (loss) relates to the change in the intercompany profit in inventory elimination.

 

Operating expenses of $10.0 million in the six months ended December 31, 2024, increased 7% from the same period of fiscal 2024. The increase in expense is the result of an increase in investment in commercial initiatives to support the growth of the Company. Also contributing to the year-over-year change was an increase in employee benefit costs.

 

Consolidated Results

 

The Company reported $1.6 million and $1.0 million of net interest expense in the six months ended December 31, 2024, and December 31, 2023, respectively. The increase in interest expense is the result of the funds borrowed to acquire EMI in the fourth quarter of fiscal 2024 partially offset by decreased borrowing costs. The Company also recorded other income of $0.3 million and $0.1 million in the six months ended December 31, 2024, and December 31, 2023, respectively, both of which is related to net foreign exchange currency transaction gains and losses through the Company’s Mexican and Canadian subsidiaries.

 

The $3.3 million of income tax expense in the six months ended December 31, 2024 represents a consolidated effective tax rate of 21.3%. The $3.8 million of income tax expense in the six months ended December 31, 2023 represents a consolidated effective tax rate of 21.5%. Impacting the effective tax rate of both reported periods was the favorable tax treatment of the Company’s long-term performance based compensation.

 

Page 29

 

The Company reported net income of $12.3 million in the six months ended December 31, 2024 compared to net income of $13.9 million in the six months ended December 31, 2023. Non-GAAP adjusted net income was $16.0 million for the six months ended December 31, 2024, compared to adjusted net income of $16.9 million for the six months ended December 31, 2023 (Refer to the Non-GAAP tables above). The decrease in Non-GAAP adjusted net income is primarily the net result of an increase in net sales offset by the profit margin impact of product mix. Diluted adjusted earnings per share of $0.40 was reported in the six months ended December 31, 2024 compared to $0.47 diluted adjusted earnings per share in the same period of fiscal 2024. The weighted average common shares outstanding for purposes of computing diluted earnings per share in the six months ended December 31, 2024 were 30,876,000 shares compared to 29,949,000 shares in the same period 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 our historical levels of net cash flows from operating activities to be the most important measures.

 

At December 31, 2024, the Company had working capital of $84.9 million compared to $83.3 million at June 30, 2024. The ratio of current assets to current liabilities was 2.1 to 1 for both December 31, 2024, and June 30, 2024. The increase in working capital from June 30, 2024, to December 31, 2024, was primarily driven by a $2.6 million increase in net accounts receivable partially offset by a $1.5 million decrease in net inventory.

 

Net accounts receivable was $81.2 million and $78.6 million at December 31, 2024, and June 30, 2024, respectively. DSO decreased to 52 days at December 31, 2024, from 58 days at June 30, 2024.

 

Net inventories of $69.4 million at December 31, 2024, decreased $1.5 million from $70.9 million at June 30, 2024. Lighting Segment net inventory decreased $1.7 million whereas net inventory in the Display Solutions Segment increased $0.2 million to support the growth in backlog resulting from an increase program activity.

 

Cash generated from operations and borrowing capacity under the Company’s line of credit is its primary source of liquidity. The Company has a $25 million term loan and $75 million remaining in a secured revolving line of credit. Both facilities expire in the first quarter of fiscal 2027. As of December 31, 2024, $50.2 million of the credit line was available. The Company is in compliance with all of its loan covenants. The $100 million credit facility plus cash flows from operating activities are adequate for operational and capital expenditure needs for the remainder of fiscal 2025.

 

The Company generated $21.7 million of cash from operating activities in the six months ended December 31, 2024, compared to $19.9 million of cash generated from operating activities in the same period in fiscal 2024. The Company continues to effectively manage its working capital while generating increasing cash flow from earnings in both fiscal years, resulting in strong cash flow from operations.

 

The Company invested $1.8 million and $3.3 million of cash related to investing activities in the six months ended December 31, 2024, and December 31, 2023, respectively. The Company continues to invest in equipment and tooling to support sales growth.

 

The Company had a net use of cash of $19.1 million and $15.7 million related to financing activities in the six months ended December 31, 2024, and December 31, 2023, respectively. The Company continues to generate positive cash flow from its operations in order to pay down its debt and fund its dividend payments to shareholders.

 

The Company has on its balance sheet financial instruments consisting primarily of cash and cash equivalents, revolving lines of credit, and long-term debt. The fair value of these financial instruments approximates carrying value because of their short-term maturity and/or variable, market-driven interest rates.

 

Off-Balance Sheet Arrangements

 

The Company has no financial instruments with off-balance sheet risk and have no off-balance sheet arrangements.

 

Cash Dividends

 

In January 2025, the Board of Directors declared a regular quarterly cash dividend of $0.05 per share payable February 11, 2025, to shareholders of record as of February 3, 2025. The indicated annual cash dividend rate for fiscal 2025 is $0.20 per share. The Board of Directors has adopted a policy regarding dividends which indicates that dividends will be determined by the Board of Directors in its discretion based upon its evaluation of earnings, cash flow requirements, financial condition, debt levels, stock repurchases, future business developments and opportunities, and other factors deemed relevant.

 

Page 30

 

Critical Accounting Policies and Estimates

 

A summary of our significant accounting policies is included in Note 1 to the audited consolidated financial statements of the Company’s fiscal 2024 Annual Report on Form 10-K.

 

 

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

There have been no material changes in our exposure to market risk since June 30, 2024. Additional information can be found in Item 7A, Quantitative and Qualitative Disclosures About Market Risk, which appears on page 16 of the Annual Report on Form 10-K for the fiscal year ended June 30, 2024.

 

ITEM 4.  CONTROLS AND PROCEDURES

 

Disclosure Controls and Procedures

 

We maintain disclosure controls and procedures (as such term is defined Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), that are designed to ensure that information required to be disclosed by a company in the reports that it files under the Exchange Act is recorded, processed, summarized, and reported within required time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

 

We conducted, under the supervision of our management, including the Chief Executive Officer and Chief Financial Officer, an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act. Based upon our evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2024, our disclosure controls and procedures were effective. Management believes that the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q are fairly presented in all material respects in accordance with GAAP for interim financial statements, and the Company’s Chief Executive Officer and Chief Financial Officer have certified that, based on their knowledge, the condensed consolidated financial statements included in this report fairly present in all material respects the Company’s financial condition, results of operations and cash flows for each of the periods presented in this report.

 

Changes in Internal Control

 

There have been no changes in our 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 December 31, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

Page 31

 

PART II.  OTHER INFORMATION

 

ITEM 5. OTHER INFORMATION

 

None.

 

 

 

ITEM 6.  EXHIBITS

 

Exhibits:

 

19.1

Insider trading Policy Amended and Restated effective January 22, 2025

 

31.1

Certification of Principal Executive Officer required by Rule 13a-14(a)

 

31.2

Certification of Principal Financial Officer required by Rule 13a-14(a)

 

32.1

Section 1350 Certification of Principal Executive Officer

 

32.2

Section 1350 Certification of Principal Financial Officer

 

101.INS Inline XBRL Instance Document

 

101.SCH Inline XBRL Taxonomy Extension Schema Document

 

101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document

 

101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document

 

101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document

 

101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document

 

104

Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101)

 

Page 32

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

LSI Industries Inc.

 
       
       
 

By:

/s/ James A. Clark

 
   

James A. Clark

 
   

Chief Executive Officer and President

 
   

(Principal Executive Officer)

 
       
       
 

By:

/s/ James E. Galeese

 
   

James E. Galeese

 
   

Executive Vice President and Chief Financial Officer

 
   

(Principal Financial and Accounting Officer)

 

February 7, 2025

     

 

Page 33

Exhibit 19.1

 

Amended and Restated: January 22, 2025

 

LSI INDUSTRIES INC. INSIDER TRADING POLICY AND ANTI- HEDGING AND PLEDGING POLICY

 

SCOPE:

 

This policy applies to all directors and employees of LSI Industries Inc. and its subsidiaries and divisions. LSI may also determine that other persons should be subject to this policy, such as contractors or consultants who may have access to material non-public information. This policy also applies to family members, other members of a person’s household and entities controlled by a person covered by this policy, including independent retirement accounts, trusts and other entities controlled by those subject to this policy.

 

In addition, individuals who have recently departed LSI or any of its subsidiaries or otherwise terminated a relationship with the company will be expected to comply with the terms of this policy for the period of time during which such individuals are in possession of material non-public information.

 

PURPOSE:

 

Federal law makes persons who engage in transactions in securities on the basis of material non-public information, as well as their employers in certain cases, liable for fines, criminal penalties and civil liabilities. LSI has adopted this policy to assist it and its directors and employees in avoiding unlawful insider trading and improprieties related to transactions in LSI securities, including the establishment of blackout periods during which transactions in LSI securities by LSI directors, certain employees (including those employees identified on the attachment to this policy), their family members and others are prohibited. In addition, the policy applies to information relating to securities issued by other companies with which LSI may have a business relationship or proposed business relationship.

 

POLICY:

 

Insider Trading Policy and Anti-Hedging and Pledging Policy.

 

GENERAL PROHIBITION:

 

Directors and employees of LSI and its subsidiaries are prohibited from:

 

 

(i)

engaging in transactions in LSI securities or in the securities of any company with which LSI may be conducting business or proposing to be conducting business while in possession of material non-public information regarding LSI or such other company;

 

 

(ii)

transactions in “puts” or “calls” or other derivative securities linked to LSI;

 

 

(iii)

tipping, or providing material non-public information to third parties for other than legitimate corporate purposes;

 

 

 

 

 

(iv)

recommending the purchase or sale of any LSI security;

 

 

(v)

engaging in short sales of LSI stock. “Short” sales of stock are transactions where you borrow stock, sell it, then buy stock at a later date to replace the borrowed shares;

 

 

(vi)

for directors and certain officers of LSI, engaging in the purchase and subsequent sale, or vice versa, of LSI securities within a six-month period; and

 

 

(vii)

assisting someone who is engaged in any of the above activities.

 

EXPLANATION OF KEY CONCEPTS:

 

The following discussion is provided in applying the “General Prohibition.”

 

 

(i)

LSI Securities.

 

LSI securities include shares of LSI common stock and incentive awards such as stock options, restricted shares, restricted share units and performance awards related to shares of LSI common stock.

 

This policy also applies to any other securities that LSI may issue, including, but not limited to, preferred stock, convertible debentures and warrants, as well as derivative securities that are not issued by LSI, such as exchange-traded put or call options or swaps related to LSI securities. Gifts and other contributions of LSI securities are also subject to this policy.

 

 

(ii)

Materiality

 

The materiality of a fact depends upon the circumstances. A fact is material if it is likely that an investor would take it into account in deciding to purchase or sell securities. It need not be so important that it would change the investor’s decision of whether to buy or sell; it is enough if it is the type of information on which reasonable investors usually rely in making purchase or sale decisions. As a general rule, if disclosure of the information is likely to affect the market price of a security, the information is always material. Material information can be either business or market related, can be positive or negative and can relate to virtually any aspect of a company’s business or to any type of security, debt or equity. Examples of material information include, but are not limited to, information about:

 

 

corporate earnings, earnings forecasts, or other earnings projections or guidance;

 

 

possible mergers, acquisitions, tender offers, dispositions, joint ventures or restructurings;

 

 

major new service offerings or new major contract awards;

 

2

 

 

important business developments, such as developments of significant new product lines;

 

 

significant litigation, regulatory action or other investigation;

 

 

senior management or control changes;

 

 

developments in the Company’s business or prospects related to extraordinary events, such as pandemics, wars, terrorist attacks and natural disasters;

 

 

changes in dividend policies or amounts or stock splits;

 

 

significant financing developments including pending public sales or offerings of debt or equity securities;

 

 

defaults on borrowings;

 

 

changes in auditors or notification that the auditor’s reports may no longer be relied

 

upon;

 

 

the establishment of a repurchase plan or program for Company securities;

 

 

significant cybersecurity incidents, including significant data breaches or the investigation of such incidents;

 

 

bankruptcies; and

 

 

significant related party transactions.

 

It is important to remember that materiality determinations are often challenged with the benefit of hindsight and therefore if there is any question whether particular information is material, the employee should not engage in transactions or communicate the information without consulting the Company’s General Counsel. Moreover, material information does not have to be directly about a company's business. For example, the contents of a forthcoming newspaper column that is expected to affect the market price of a security can be material.

 

 

(iii)

Non-Public

 

Information is non-public unless it has been disclosed to the investing public. Selective disclosure to a few persons does not make information public. In order to establish that the information has been disclosed to the public, it may be necessary to demonstrate that the information has been widely disseminated. Information generally would be

considered widely disseminated if it has been disclosed through the Dow Jones “broad

tape,” newswire services, publication in a widely-available newspaper, magazine or news websites, a Regulation FD-compliant conference call, or public disclosure documents filed with the SEC that are available on the SEC’s website.

 

3

 

The circulation of rumors, even if accurate and reported in the media, does not constitute effective public dissemination. In addition, even after a public announcement, a reasonable period of time must lapse in order for the market to react to the information. Generally, one should allow one full trading day following publication as a reasonable waiting period before such information is deemed to be public.

 

 

(iv)

Unauthorized Disclosure

 

Maintaining the confidentiality of Company information is essential for competitive, security and other business reasons, as well as to comply with securities laws. Directors and employees should treat all information learned about the Company or its business plans in connection with employment as confidential and proprietary to, and as owned

 

by, the Company. Inadvertent disclosure of confidential or inside information may adversely affect business plans and expose the Company and its directors and employees to significant risk of investigation and litigation.

 

The timing and nature of the Company’s disclosure of material information to outsiders is subject to federal law, the breach of which could result in substantial liability to the Company and its employees. Accordingly, it is important that responses to inquiries about the Company by the press, investment analysts or others in the financial community be made on the Company’s behalf only through authorized individuals.

 

All directors and employees are prohibited from posting or responding to any posting on or in Internet message boards, chat rooms, discussion groups or other publicly accessible forums, with respect to LSI. Keep in mind that any inquiries about LSI should be directed to the Company’s Chief Financial Officer.

 

BLACKOUT PERIODS

 

The Chief Financial Officer or General Counsel shall notify directors and select employees of the Company when there is a blackout period during which Covered Persons shall be prohibited from engaging in most transactions involving LSI securities. “Covered Persons” include LSI directors and select employees (including executive officers and those employees identified on the attachment to this policy) along with their family members, other members of a person’s household and persons or entities they control in a trust or custodial capacity. Note that the Company has the sole and absolute discretion to include, among others, certain administrative staff, information technology employees, sales representatives and other service- providers as “Covered Persons” from time to time. Such notice will generally be delivered by email to such directors and select employees without specific identification of the reason for the blackout. Those periods shall be determined as follows:

 

 

(i)

The period beginning fifteen days prior to the end of the fiscal quarter and ending one full trading day after the public release of actual earnings for that fiscal quarter.

 

 

(ii)

Any other period during the fiscal year deemed appropriate to declare a blackout period as a result of pending news or activity of the Company that could significantly impact the market price of the Company’s stock, including the events identified in the section above captioned “Explanation of Key Concepts.”

 

4

 

PRE-CLEARANCE

 

Covered Persons must contact the General Counsel, or in his absence, the Chief Financial Officer, to discuss any plans to engage in any transactions in LSI securities in the open market prior to the transaction to determine if there is any reason the contemplated transaction should not proceed. If there is nothing that should prohibit the transaction at that time, the Covered Person will be given approval for the transaction. If a Covered Person seeks pre-clearance and permission to engage in the transaction is denied, then such Covered Person should refrain from initiating any transaction in LSI’s securities and should not inform any other person of the restriction.

 

TRANSACTIONS NOT SUBJECT TO THIS POLICY

 

This policy does not apply to the following transactions, except as specifically noted:

 

Stock Option Exercises. This policy does not apply to the exercise (i.e., purchase and hold) of an employee or director stock option acquired pursuant to LSI’s plans, or to the exercise of a tax withholding right pursuant to which a person has elected to have LSI withhold shares subject to an option to satisfy tax withholding requirements. This policy does apply, however, to any sale of stock as part of a broker-assisted cashless exercise of an option, or any other market sale for the purpose of generating the cash needed to pay the exercise price of an option.

 

Restricted Stock Awards. This policy does not apply to the vesting of restricted stock, or the exercise of a tax withholding right pursuant to which a person elects to have LSI withhold shares of stock to satisfy tax withholding requirements upon the vesting of any restricted stock. The policy does apply, however, to any market sale of restricted stock.

 

Nonqualified Deferred Compensation Plan. This policy does not apply to purchases of LSI

securities in LSI’s Nonqualified Deferred Compensation Plan resulting from periodic (i.e., monthly) contribution of funds to the plan pursuant to payroll deduction elections. This policy also does not apply to distributions of LSI securities out of LSI’s Nonqualified Deferred Compensation Plan. As the timing of the annual purchase for LSI shares under the Nonqualified Deferred Compensation Plan is determined by LSI management, such annual purchase shall be subject to this policy.

 

Pre-arranged Trading Plans. This policy does not apply to purchases or sales of LSI securities by a Covered Person pursuant to pre-arranged trading plans that comply with Rule 10b5-1 and the requirements of this policy applicable to Rule 10b5-1 plans. Use of a pre-arranged trading plan allows a Covered Person to trade in LSI securities or the securities of other companies even during trading blackout periods because trading decisions are made by an independent third party according to a pre-set plan.

 

5

 

All Covered Persons entering into a Rule 10b5-1 trading plan must act in good faith with respect to the plan. The Rule 10b5-1 trading plan must be entered into at a time when the Covered Person does not possess material non-public information. The Rule 10b5-1 trading plan may not be entered into during a blackout period. Covered Persons must pre-clear such Rule 10b5-1 trading plans by submitting to the General Counsel, or in his absence, the Chief Financial Officer, a copy of the written Rule 10b5-1 trading plan for review and approval before it can be entered into and effective.

 

The Rule 10b5-1 trading plan must be a written, binding contract, instruction, or other arrangement under specified terms and conditions for the purchase or sale of securities. SEC rules require Covered Persons to include representations in their written Rule 10b5-1 trading plans certifying, at the time of the adoption of a new or modified plan, that: (1) they are not aware of material nonpublic information about LSI or its securities; and (2) they are adopting the plan in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5. The written Rule 10b5-1 trading plan also must:

 

 

(i)

expressly specify the amount, price, and date of trades;

 

 

(ii)

include a written formula or algorithm, or computer program, for determining amounts, prices, and dates; or

 

 

(iii)

not permit the Covered Person to exercise any subsequent influence over the amount of securities to be traded, the price at which they are to be traded or the date of the trade; provided, in addition, that any other person who does exercise such influence is not aware (or is deemed to be unaware of the material nonpublic information when doing so).

 

All Rule 10b5-1 trading plans of Covered Persons must have “cooling-off” periods between the date the Rule 10b5-1 trading plan is adopted or modified and when trading under the plan commences. For Covered Persons, the cooling-off period is the later of (i) 90 days after the adoption or modification of the Rule 10b5-1 trading plan or (ii) two business days following the filing of the Form 10-Q or Form 10-K for the fiscal quarter in which the plan was adopted or modified. In any event, the required cooling-off period for Covered Persons must not exceed 120 days following the Rule 10b5-1 trading plan adoption or modification. For employees who are not Covered Persons, the applicable cooling-off period is 30 days after the adoption or modification of the Rule 10b5-1 trading plan.

 

No Covered Person may maintain or use multiple overlapping Rule 10b5-1 trading plans for open market purchases of LSI securities except as described below. This prohibition does not apply where a person transacts directly with LSI such as in a dividend reinvestment plan, employee stock ownership plan or deferred compensation plan, which are not executed on the open market. Also, the prohibition does not apply to plans authorizing an agent to sell only enough securities as are necessary to satisfy tax withholding obligations arising exclusively from the vesting of a compensatory award, such as on the vesting and settlement of restricted stock units, performance share awards and stock options (“sell-to-cover” Rule 10b5-1 trading plans), provided that the award holder is not permitted to exercise control over the timing of such sales. Also, a Covered Person may maintain two separate Rule 10b5-1 trading plans for open market purchases or sales of LSI securities if trading under the later-commencing plan is not authorized to begin until after all trades under the earlier-commencing plan are completed or expire without execution. If the first plan is terminated early, the first trade under the later-commencing plan, however, must not be scheduled to occur until after the effective cooling-off period following the termination of the earlier plan which, as explained above, is the later of (i) 90 days after the adoption or modification of the Rule 10b5-1 trading plan or (ii) two business days following the filing of the Form 10-Q or Form 10-K for the fiscal quarter in which the plan was adopted or modified. In any event, as explained above, the required cooling-off period for Covered Persons must not exceed 120 days following the Rule 10b5-1 trading plan adoption or modification.

 

6

 

A Covered Person may enter into only one single-trade Rule 10b5-1 trading plan during any consecutive twelve-month period. A Rule 10b5-1 trading plan will not be treated as a single-trade plan if it gives the Covered Person’s agent discretion over whether to execute the plan as a single transaction, or provides that the agent’s future acts will depend on events or data not known at the time the plan is entered into and it is reasonably foreseeable at the time the plan is entered into that the plan might result in multiple trades. For the avoidance of doubt, sell-to-cover Rule 10b5-1 trading plans are exempt from the limitation on single-trade plans.

 

Although transactions effected under a Rule 10b5-1 trading plan will not require further pre-clearance at the time of the trade, any transaction (including the quantity and price) executed pursuant to a trading plan of a Section 16 reporting person must be reported to the Company promptly on the day of each trade to permit the Company's filing coordinator to assist in the preparation and filing of a required Form 4.

 

The Company reserves the right from time to time to suspend, discontinue or otherwise prohibit any transaction in LSI securities, even pursuant to a previously approved trading plan, if the Chief Executive Officer, Chief Financial Officer or the Board of Directors, in its discretion, determines that such suspension, discontinuation or other prohibition is in the best interests of the Company. Any trading plan submitted for approval hereunder should explicitly acknowledge the Company's right to suspend, discontinue or prohibit transactions in LSI securities.

 

Other Similar Transactions. Any other purchase of LSI securities from LSI or sales of LSI securities to LSI are not subject to this policy.

 

PLEDGING AND HEDGING

 

Covered Persons are prohibited from, directly or indirectly, pledging and/or hedging any LSI securities. “Pledging” includes the intentional creation of any form of pledge, security interest, deposit, lien or other hypothecation, including the holding or purchase of shares in a margin account or hypothecating shares as collateral for a loan, that entitles a third-party to foreclose against, or otherwise sell, any equity securities, whether with or without notice, consent, default or otherwise. For purposes of this policy, pledging does not include either the involuntary imposition of liens, such as tax liens or liens arising from legal proceedings, or customary purchase and sale agreements, such as Rule 10b5-1 plans. “Hedging” includes any instrument or transaction, including put options, monetization transactions, equity swaps, forward-sale contracts, collars, exchange funds, prepaid variable forwards and other forward-sale contracts, through which the Covered Person offsets or reduces exposure to the risk of price fluctuations in a corresponding equity security.

 

7

 

SECTION 16 LIABILITY – DIRECTORS AND CERTAIN OFFICERS

 

All directors and certain officers (designated by the Board) must also comply with the reporting obligations and limitations on short-swing profit transactions set forth in Section 16 of the Securities Exchange Act of 1934. The practical effect of these provisions is that any officer or director who purchases and sells the company’s securities within a six-month period must disgorge all profits to the company whether or not he or she had knowledge of any material non-public information. Under these provisions, and so long as certain other criteria are met, neither the receipt of stock options under the company’s stock plans, nor the exercise of options is deemed a purchase that can be matched against a sale for Section 16(b) short-swing profit disgorgement purposes; however, the sale of any such shares so obtained is a sale for these purposes. Moreover, no such officer or director may ever make a short sale of the company’s stock which is unlawful under Section 16(c) of the Exchange Act.

 

CONSEQUENCES OF VIOLATING THIS POLICY

 

Violation of this policy is not only a violation of LSI rules, but may also be a violation of federal law. As a result, a violation of these rules may:

 

 

(i)

subject the violator and the Company to large civil liability (up to three times the profit gained, or loss avoided);

 

 

(ii)

subject the violator to criminal prosecution with possible penalties of imprisonment of up to 20 years and additional fines of up to $5 million; and

 

 

(iii)

subject the violator to termination of employment for cause, whether or not the violation results in a violation of law.

 

NOTIFICATION

 

The Executive Vice President--Human Resources and General Counsel is in charge of implementing and explaining these policies. Please contact the General Counsel, or in his absence the Chief Financial Officer, before you buy or sell LSI securities or other securities or if anything in this policy is unclear to you.

 

8

EXHIBIT 31.1

 

Certification of Principal Executive Officer

Pursuant to Rule 13a-14(a)

 

I, James A. Clark, certify that:

 

1.           I have reviewed this quarterly report on Form 10-Q 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 most recent 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 the 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:  February 7, 2025

 

/s/ James A. Clark

 
   

Principal Executive Officer

 
       
       

 

 

EXHIBIT 31.2

 

Certification of Principal Financial Officer

Pursuant to Rule 13a-14(a)

 

I, James E. Galeese, certify that:

 

1.       I have reviewed this quarterly report on Form 10-Q 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 most recent 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 the 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:  February 7, 2025

 

/s/ James E. Galeese

 
   

Principal Financial and Accounting Officer

 
       
       

 

 

EXHIBIT 32.1

 

CERTIFICATION OF JAMES A. CLARK

 

Pursuant to Section 1350 of Chapter 63 of the

United States Code and Rule 13a-14b

 

In connection with the filing with the Securities and Exchange Commission of the Quarterly Report of LSI Industries Inc. (the “Company”) on Form 10-Q for the quarter ended December 31, 2024 (the “Report”), I, James A. Clark, 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)

The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

 

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

 

/s/ James A. Clark

       

James A. Clark

       

Chief Executive Officer and

President

       
         

Date: February 7, 2025

       

 

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.

 

 

EXHIBIT 32.2

 

CERTIFICATION OF JAMES E. GALEESE

 

Pursuant to Section 1350 of Chapter 63 of the

United States Code and Rule 13a-14b

 

In connection with the filing with the Securities and Exchange Commission of the Quarterly Report of LSI Industries Inc. (the “Company”) on Form 10-Q for the quarter ended December 31, 2024 (the “Report”), I, James E. Galeese, 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)

The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

 

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

 

/s/ James E. Galeese

       

James E. Galeese

       

Executive Vice President and Chief

Financial and Accounting Officer

       
         

Date:  February 7, 2025

       

 

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.

 

 
v3.25.0.1
Document And Entity Information - shares
6 Months Ended
Dec. 31, 2024
Jan. 29, 2025
Document Information [Line Items]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Dec. 31, 2024  
Document Transition Report false  
Entity File Number 0-13375  
Entity Registrant Name LSI Industries Inc.  
Entity Incorporation, State or Country Code OH  
Entity Tax Identification Number 31-0888951  
Entity Address, Address Line One 10000 Alliance Road  
Entity Address, City or Town Cincinnati  
Entity Address, State or Province OH  
Entity Address, Postal Zip Code 45242  
City Area Code 513  
Local Phone Number 793-3200  
Title of 12(b) Security Common Stock, no par value  
Trading Symbol LYTS  
Security Exchange Name NASDAQ  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Accelerated Filer  
Entity Emerging Growth Company false  
Entity Small Business false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding (in shares)   29,921,385
Entity Central Index Key 0000763532  
Current Fiscal Year End Date --06-30  
Document Fiscal Year Focus 2025  
Document Fiscal Period Focus Q2  
Amendment Flag false  
v3.25.0.1
Condensed Consolidated Statements of Operations (Unaudited) - USD ($)
shares in Thousands, $ in Thousands
3 Months Ended 6 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2024
Dec. 31, 2023
Net Sales $ 147,734 $ 109,005 $ 285,829 $ 232,446
Cost of products and services sold 112,873 77,469 217,321 164,321
Gross profit 34,861 31,536 68,508 68,125
Selling and administrative expenses 26,402 23,717 50,918 49,278
Operating income 8,459 7,819 17,590 18,847
Interest expense 728 453 1,603 1,019
Other expense (income) 382 (29) 322 67
Income before income taxes 7,349 7,395 15,665 17,761
Income tax expense 1,702 1,489 3,336 3,827
Net income $ 5,647 $ 5,906 $ 12,329 $ 13,934
Basic (in dollars per share) $ 0.19 $ 0.2 $ 0.41 $ 0.48
Diluted (in dollars per share) $ 0.18 $ 0.2 $ 0.4 $ 0.47
Weighted average common shares outstanding        
Basic (in shares) 29,930 29,024 29,761 28,890
Diluted (in shares) 30,876 30,043 30,709 29,949
v3.25.0.1
Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2024
Dec. 31, 2023
Net Income $ 5,647 $ 5,906 $ 12,329 $ 13,934
Foreign currency translation adjustment (48) 71 (157) 15
Comprehensive Income $ 5,599 $ 5,977 $ 12,172 $ 13,949
v3.25.0.1
Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($)
$ in Thousands
Dec. 31, 2024
Jun. 30, 2024
Current assets    
Cash and cash equivalents $ 4,712 $ 4,110
Accounts receivable, less allowance for credit losses of $869 and $848, respectively 81,266 78,626
Inventories 69,426 70,913
Refundable income taxes 2,677 3,197
Other current assets 5,324 5,653
Total current assets 163,405 162,499
Property, Plant and Equipment, at cost    
Land 4,029 4,010
Buildings 24,729 24,757
Machinery and equipment 76,443 74,204
Buildings under finance leases 2,033 2,033
Construction in progress 987 1,611
Property, Plant, and Equipment and Finance Lease Right-of-Use Asset, before Accumulated Depreciation and Amortization 108,221 106,615
Less accumulated depreciation (76,687) (73,655)
Net property, plant and equipment 31,534 32,960
Goodwill 57,456 57,397
Other intangible assets, net 71,100 73,916
Operating lease right-of-use assets 15,517 15,912
Other long-term assets, net 5,533 6,116
Total assets 344,545 348,800
LIABILITIES & SHAREHOLDERS' EQUITY    
Current maturities of long-term debt 3,571 3,571
Accounts payable 32,322 32,192
Accrued expenses 42,655 43,444
Total current liabilities 78,548 79,207
Long-term debt 34,615 50,658
Finance lease liabilities 468 636
Operating lease liabilities 10,694 11,267
Other long-term liabilities 3,105 2,677
Commitments and Contingencies  
Shareholders' Equity    
Preferred shares, without par value; Authorized 1,000,000 shares, none issued 0 0
Common shares, without par value; Authorized 50,000,000 shares; Outstanding 29,891,100 and 29,222,414 shares, respectively 159,926 156,365
Treasury shares, without par value 9,261 8,895
Deferred compensation plan 9,261 8,895
Retained earnings 57,144 47,788
Accumulated other comprehensive income 45 202
Total shareholders' equity 217,115 204,355
Total liabilities & shareholders' equity $ 344,545 $ 348,800
v3.25.0.1
Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - USD ($)
$ / shares in Thousands, $ in Thousands
Dec. 31, 2024
Jun. 30, 2024
Accounts Receivable, Allowance for Credit Loss, Current $ 869 $ 848
Preferred Stock, No Par Value (in dollars per share) $ 0 $ 0
Preferred Stock, Shares Authorized (in shares) 1,000,000 1,000,000
Preferred Stock, Shares Issued (in shares) 0 0
Common Stock, No Par Value (in dollars per share) $ 0 $ 0
Common Stock, Shares Authorized (in shares) 50,000,000 50,000,000
Common Stock, Shares, Outstanding (in shares) 29,891,100 29,222,414
v3.25.0.1
Condensed Consolidated Statements of Shareholders' Equity (Unaudited) - USD ($)
shares in Thousands, $ in Thousands
Common Stock Including Additional Paid in Capital [Member]
Treasury Stock, Common [Member]
Key Executive Deferred Compensation [Member]
AOCI Attributable to Parent [Member]
Retained Earnings [Member]
Total
Balance (in shares) 28,488 (922)        
Balance (in shares) at Jun. 30, 2023 28,488 (922)        
Balance at Jun. 30, 2023 $ 148,691 $ (7,166) $ 7,166 $ 339 $ 28,548 $ 177,578
Net Income 0 0 0 0 8,028 8,028
Other comprehensive gain (loss) $ 0 $ 0 0 (56) 0 (56)
Board stock compensation (in shares) 9 0        
Board stock compensation $ 113 $ 0 0 0 0 113
ESPP stock Awards (in shares) 3          
ESPP stock Awards $ 57         57
Shares issued for deferred compensation (in shares) 32 0        
Shares issued for deferred compensation $ 437 $ 0 0 0 0 437
Activity of treasury shares, net (in shares) 0 30        
Activity of treasury shares, net $ 0 $ 417 0 0 0 417
Deferred stock compensation $ 0 0 417 0 0 417
Stock-based compensation expense   $ 0 0 0 0 1,220
Stock options exercised, net (in shares) 70 0        
Stock options exercised, net $ 549 $ 0 0 0 0 549
Dividends 0 0 0 0 (1,380) (1,380)
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent 0 0 0 (56) 0 (56)
Balance at Sep. 30, 2023 $ 151,067 $ (7,583) 7,583 283 35,196 186,546
Balance (in shares) at Sep. 30, 2023 28,878 (952)        
Balance (in shares) at Jun. 30, 2023 28,488 (922)        
Balance at Jun. 30, 2023 $ 148,691 $ (7,166) 7,166 339 28,548 177,578
Net Income           13,934
Balance at Dec. 31, 2023 $ 152,924 $ (8,088) 8,088 354 39,656 192,934
Balance (in shares) at Dec. 31, 2023 29,060 (988)        
Balance (in shares) 28,878 (952)        
Balance (in shares) at Sep. 30, 2023 28,878 (952)        
Balance at Sep. 30, 2023 $ 151,067 $ (7,583) 7,583 283 35,196 186,546
Net Income         5,906 5,906
Other comprehensive gain (loss)   $ 0 0 0 71 71
Board stock compensation (in shares) 7          
Board stock compensation $ 112     0   112
ESPP stock Awards (in shares) 4 0        
ESPP stock Awards $ 41 $ 0 0 0 0 41
Shares issued for deferred compensation (in shares) 36          
Shares issued for deferred compensation $ 506         506
Activity of treasury shares, net (in shares)   (36)        
Activity of treasury shares, net   $ (505)       (505)
Deferred stock compensation     505     505
Stock-based compensation expense $ 814         814
Stock options exercised, net (in shares) 107          
Stock options exercised, net $ 628         628
Dividends         (1,446) (1,446)
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent   0 0 0 71 71
Balance at Dec. 31, 2023 $ 152,924 $ (8,088) 8,088 354 39,656 192,934
Balance (in shares) at Dec. 31, 2023 29,060 (988)        
Balance (in shares) 29,060 (988)        
Balance (in shares) 29,222 (1,036)        
Balance (in shares) at Jun. 30, 2024 29,222 (1,036)        
Balance at Jun. 30, 2024 $ 156,365 $ (8,895) 8,895 202 47,788 204,355
Net Income 0 0 0 0 6,682 6,682
Other comprehensive gain (loss) $ 0 $ 0 0 (109) 0 (109)
Board stock compensation (in shares) 8 0        
Board stock compensation $ 113 $ 0 0 0 0 113
ESPP stock Awards (in shares) 3 0        
ESPP stock Awards $ 45 $ 0 0 0 0 45
Shares issued for deferred compensation (in shares) 32 0        
Shares issued for deferred compensation $ 487 $ 0 0 0 0 487
Activity of treasury shares, net (in shares) 0 42        
Activity of treasury shares, net $ 0 $ 140 0 0 0 140
Deferred stock compensation $ 0 0 (140) 0 0 (140)
Stock-based compensation expense   $ 0 0 0 0 1,047
Stock options exercised, net (in shares) 39 0        
Stock options exercised, net $ 248 $ 0 0 0 0 248
Dividends 0 0 0 0 (1,481) (1,481)
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent $ 0 $ 0 0 (109) 0 (109)
Restricted stock units issued, net of shares withheld for tax withholdings (in shares) 492 0        
Restricted stock units issued, net of shares withheld for tax withholdings $ (204) $ 0 0 0 0 (204)
Balance at Sep. 30, 2024 $ 158,101 $ (8,755) 8,755 93 52,989 211,183
Balance (in shares) at Sep. 30, 2024 29,796 (994)        
Balance (in shares) at Jun. 30, 2024 29,222 (1,036)        
Balance at Jun. 30, 2024 $ 156,365 $ (8,895) 8,895 202 47,788 204,355
Net Income           12,329
Balance at Dec. 31, 2024 $ 159,926 $ (9,261) 9,261 45 57,144 217,115
Balance (in shares) at Dec. 31, 2024 29,891 (1,022)        
Balance (in shares) 29,796 (994)        
Balance (in shares) at Sep. 30, 2024 29,796 (994)        
Balance at Sep. 30, 2024 $ 158,101 $ (8,755) 8,755 93 52,989 211,183
Net Income         5,647 5,647
Other comprehensive gain (loss)       (48)   (48)
Board stock compensation (in shares) 7          
Board stock compensation $ 112         112
ESPP stock Awards (in shares) 5          
ESPP stock Awards $ 65         65
Shares issued for deferred compensation (in shares) 27          
Shares issued for deferred compensation $ 507         507
Activity of treasury shares, net (in shares)   (28)        
Activity of treasury shares, net   $ (506)       (506)
Deferred stock compensation     506     506
Stock-based compensation expense $ 1,141         1,141
Stock options exercised, net (in shares) 30          
Stock options exercised, net $ 374         374
Dividends         (1,492) (1,492)
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent       (48)   (48)
Restricted stock units issued, net of shares withheld for tax withholdings (in shares) 26          
Restricted stock units issued, net of shares withheld for tax withholdings $ (374)         (374)
Balance at Dec. 31, 2024 $ 159,926 $ (9,261) $ 9,261 $ 45 $ 57,144 $ 217,115
Balance (in shares) at Dec. 31, 2024 29,891 (1,022)        
Balance (in shares) 29,891 (1,022)        
v3.25.0.1
Condensed Consolidated Statements of Shareholders' Equity (Unaudited) (Parentheticals) - $ / shares
3 Months Ended
Dec. 31, 2024
Sep. 30, 2024
Dec. 31, 2023
Sep. 30, 2023
Dividend per share (in dollars per share) $ 0.2 $ 0.2 $ 0.2 $ 0.2
Common Stock, Dividends, Per Share, Cash Paid (in dollars per share) $ 0.2 $ 0.2 $ 0.2 $ 0.2
v3.25.0.1
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)
$ in Thousands
6 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Cash Flows from Operating Activities    
Net Income $ 12,329 $ 13,934
Non-cash items included in net income    
Depreciation and amortization 5,958 4,728
Deferred income taxes 558 (591)
Deferred compensation plan 994 943
ESPP discount 110 98
Stock compensation expense 2,188 2,034
Issuance of common shares as compensation 225 225
(Gain) loss on disposition of fixed assets (17) 141
Allowance for credit losses 21 25
Inventory obsolescence reserve 131 234
Changes in certain assets and liabilities    
Accounts receivable (2,661) 5,496
Inventories 1,356 3,330
Refundable income taxes 223 1,087
Accounts payable 130 (6,070)
Accrued expenses and other (44) (6,529)
Customer prepayments 236 783
Net cash flows provided by operating activities 21,737 19,868
Cash Flows from Investing Activities    
Acquisition of EMI 59 (0)
Proceeds from the sale of fixed assets 46 26
Purchases of property, plant and equipment (1,825) (3,349)
Net cash flows used in investing activities (1,838) (3,323)
Cash Flows from Financing Activities    
Payments of long-term debt (96,265) (96,600)
Borrowings of long-term debt 80,222 82,921
Cash dividends paid (2,973) (2,826)
Shares withheld for employees' taxes (578) (244)
Payments on financing lease obligations (168) (156)
Proceeds from stock option exercises 622 1,177
Net cash flows used in financing activities (19,140) (15,728)
Change related to foreign currency (157) 15
Increase in cash and cash equivalents 602 832
Cash and cash equivalents at beginning of period 4,110 1,828
Cash and cash equivalents at end of period $ 4,712 $ 2,660
v3.25.0.1
Note 1 - Interim Condensed Consolidated Financial Statements
6 Months Ended
Dec. 31, 2024
Notes to Financial Statements  
Condensed Financial Statements [Text Block]

NOTE 1 - INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

The interim condensed consolidated financial statements are unaudited and are prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information, and rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, the interim financial statements include all normal adjustments and disclosures necessary to present fairly the Company’s financial position as of December 31, 2024, the results of its operations for the three and six-month periods ended December 31, 2024, and 2023, and its cash flows for the six-month periods ended December 31, 2024, and 2023. These statements should be read in conjunction with the financial statements and footnotes included in the fiscal 2024 Annual Report on Form 10-K. Financial information as of June 30, 2024, has been derived from the Company’s audited consolidated financial statements.

v3.25.0.1
Note 2 - Summary of Significant Accounting Policies
6 Months Ended
Dec. 31, 2024
Notes to Financial Statements  
Significant Accounting Policies [Text Block]

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Consolidation:

 

A summary of the Company’s significant accounting policies is included in Note 1 to the audited consolidated financial statements of the Company’s fiscal 2024 Annual Report on Form 10-K.

 

Revenue Recognition:

 

The Company recognizes revenue when it satisfies the performance obligation in its customer contracts or purchase orders. Most of the Company’s products have a single performance obligation which is satisfied at a point in time when control is transferred to the customer. Control is generally transferred at the time of shipment when title and risk of ownership passes to the customer. For customer contracts with multiple performance obligations, the Company allocates the transaction price and any discounts to each performance obligation based on relative standalone selling prices. Payment terms are typically within 30 to 90 days from the shipping date, depending on the terms with the customer. The Company offers standard warranties that do not represent separate performance obligations.

 

Installation is a separate performance obligation, except for the Company’s digital signage products. For digital signage products, installation is not a separate performance obligation as the product and installation is the combined item promised in digital signage contracts. The Company is not always responsible for installation of products it sells and has no post-installation responsibilities other than standard warranties.

 

A number of the Company's display solutions and select lighting products are customized for specific customers. As a result, these customized products do not have an alternative use. For these products, the Company has a legal right to payment for performance to date and generally does not accept returns on these items. The measurement of performance is based upon cost plus a reasonable profit margin for work completed. Because there is no alternative use and there is a legal right to payment, the Company transfers control of the item as the item is being produced and therefore recognizes revenue over time. The customized product types are as follows:

 

 

Customer specific branded print graphics

 

 

Electrical components based on customer specifications

 

 

Digital signage and related media content

 

The Company also offers installation services for its display solutions elements and select lighting products. Installation revenue is recognized over time as the customer simultaneously receives and consumes the benefits provided through the installation process.

 

For these customized products and installation services, revenue is recognized using a cost-based input method: recognizing revenue and gross profit as work is performed based on the relationship between the actual cost incurred and the total estimated cost for the performance obligation.

 

 

On occasion, the Company enters into bill-and-hold arrangements on a limited basis. Each bill-and-hold arrangement is reviewed and revenue is recognized only when certain criteria have been met: (1) the customer has requested delayed delivery and storage of the products by the Company because the customer wants to secure a supply of the products but lacks storage space; (ii) the risk of ownership has passed to the customer; (iii) the products are segregated from the Company’s other inventory items held for sale; (iv) the products are ready for shipment to the customer; and (v) the Company does not have the ability to use the products or direct them to another customer.

 

Disaggregation of Revenue

 

The Company disaggregates the revenue from contracts with customers by the timing of revenue recognition because the Company believes it best depicts the nature, amount, and timing of its revenue and cash flows. The table below presents a reconciliation of the disaggregation by reportable segments:

 

 

   

Three Months Ended

 

(In thousands)

 

December 31, 2024

   

December 31, 2023

 
   

Lighting

Segment

   

Display

Solutions

Segment

   

Lighting

Segment

   

Display

Solutions

Segment

 

Timing of revenue recognition

                               

Products and services transferred at a point in time

  $ 48,366     $ 68,046     $ 54,619     $ 29,268  

Products and services transferred over time

    9,844       21,478       10,176       14,942  
    $ 58,210     $ 89,524     $ 64,795     $ 44,210  

 

 

   

Three Months Ended

 
   

December 31, 2024

   

December 31, 2023

 
   

Lighting

Segment

   

Display

Solutions

Segment

   

Lighting

Segment

   

Display

Solutions

Segment

 

Type of Product and Services

                               

LED lighting, digital signage solutions, electronic circuit boards

  $ 47,580     $ 9,310     $ 53,116     $ 8,791  

Poles, other display solution elements

    9,945       60,726       10,968       24,829  

Project management, installation services, shipping and handling

    685       19,488       711       10,590  
    $ 58,210     $ 89,524     $ 64,795     $ 44,210  

 

 

   

Six Months Ended

 
   

December 31, 2024

   

December 31, 2023

 
   

Lighting

Segment

   

Display

Solutions

Segment

   

Lighting

Segment

   

Display

Solutions

Segment

 

Timing of revenue recognition

                               

Products and services transferred at a point in time

  $ 96,577     $ 130,140     $ 112,271     $ 69,256  

Products and services transferred over time

    20,069       39,043       20,165       30,754  
    $ 116,646     $ 169,183     $ 132,436     $ 100,010  

 

 

   

Six Months Ended

 
   

December 31, 2024

   

December 31, 2023

 
   

Lighting

Segment

   

Display

Solutions

Segment

   

Lighting

Segment

   

Display

Solutions

Segment

 

Type of Product and Services

                               

LED lighting, digital signage solutions, electronic circuit boards

  $ 95,009     $ 17,746     $ 108,607     $ 17,724  

Poles, other display solution elements

    20,338       116,429       22,351       59,698  

Project management, installation services, shipping and handling

    1,299       35,008       1,478       22,588  
    $ 116,646     $ 169,183     $ 132,436     $ 100,010  

 

 

Practical Expedients and Exemptions

 

 

The Company’s contracts with customers have an expected duration of one year or less, as such, the Company applies the practical expedient to expense sales commissions as incurred and has omitted disclosures on the amount of remaining performance obligations.

 

Shipping costs that are not material in context of the delivery of products are expensed as incurred.

 

The Company’s accounts receivable balance represents the Company’s unconditional right to receive payment from its customers with contracts. Payments are generally due within 30 to 90 days of completion of the performance obligation and invoicing; therefore, payments do not contain significant financing components.

 

The Company collects sales tax and other taxes concurrent with revenue-producing activities which are excluded from revenue. Shipping and handling costs are treated as fulfillment activities and included in cost of products and services sold on the Consolidated Statements of Operations.

 

New Accounting Pronouncements:

 

In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements: Codification Amendments in Response to SEC's Disclosure Update and Simplification Initiative. This ASU amends the disclosure or presentation requirements related to various subtopics in the FASB Accounting Standards Codification. The effective date for each amendment will be the date on which the SEC's removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. The Company will monitor the removal of various requirements from the current regulations in order to determine when to adopt the related amendments, but it does not anticipate that the adoption of the new guidance will have a material impact on the Company’s consolidated financial statements and related disclosures. The Company will continue to evaluate the impact of this guidance on its consolidated financial statements.

 

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This ASU expands reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The standard requires interim and annual disclosure of significant segment expenses that are regularly provided to the chief operating decision-maker ("CODM") and included within the reported measure of a segment’s profit or loss, requires interim disclosures about a reportable segment’s profit or loss and assets that are currently required annually, requires disclosure of the position and title of the CODM, clarifies circumstances in which an entity can disclose multiple segment measures of profit or loss, and contains other disclosure requirements. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the effect of this new guidance on its consolidated financial statements and related disclosures.

 

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This ASU requires additional disclosures of various income tax components that affect the rate reconciliation based on the applicable taxing jurisdictions, as well as the qualitative and quantitative aspects of those components. The standard also requires information pertaining to taxes paid to be disaggregated for federal, state and foreign taxes, and contains other disclosure requirements. This ASU is effective for fiscal years beginning after December 15, 2024, and interim periods within fiscal years beginning after December 15, 2025, with early adoption permitted. The Company is currently evaluating the effect of this new guidance on its consolidated financial statements and related disclosures.

 

v3.25.0.1
Note 3 - Acquisition of EMI Industries, LLC
6 Months Ended
Dec. 31, 2024
Notes to Financial Statements  
Business Combination Disclosure [Text Block]

NOTE 3 ACQUISITION OF EMI INDUSTRIES, LLC

 

On April 18, 2024, the Company entered into and consummated the transactions contemplated by an asset purchase agreement with EMI Industries, LLC (EMI), a Florida-based metal and millwork manufacturer of standard and customized fixtures, displays and equipment for the convenience store, supermarket and restaurant industries, for $50.0 million, of which $0.1 million of the purchase price was retained pending a review of the acquired working capital. In the first quarter of fiscal 2025, the company funded an additional $59,000 related to the final settlement of the acquired working capital. The Company incurred acquisition-related costs totaling $1.0 million which are included in the selling and administrative expense line of the consolidated statements of operations. The acquisition of EMI is expected to increase the Company’s total addressable markets within the grocery, quick service restaurant and convenience store verticals. The Company funded the acquisition totaling $49.9 million with a combination of cash on hand and from the $75 million revolving line of credit.

 

 

The Company accounted for this transaction as a business combination. The Company has allocated the purchase price of approximately $49.9 million which includes an estimate of customary post-closing purchase price adjustments to the assets acquired and liabilities assumed at estimated fair values, and the excess of the purchase price over the aggregate fair values is recorded as goodwill. This preliminary allocation is subject to the final determination of the purchase price which will be finalized in fiscal 2025, as well as the potential revision resulting from the finalization of pre-acquisition tax filings. The preliminary allocation of the purchase consideration to the fair value of the assets acquired and liabilities assumed as of April 18, 2024, is as follows:

 

(In thousands)

 

April 18, 2024 as

initially reported

   

Adjustments

   

April 18, 2024 as

adjusted

 
                         

Accounts Receivable

  $ 11,386     $ -     $ 11,386  

Inventory

    12,246       -       12,246  

Property, Plant and Equipment

    7,719       -       7,719  

Operating Lease Right-Of-Use Assets

    8,734       -       8,734  

Other Assets

    1,176       -       1,176  

Intangible Assets

    15,670       -       15,670  

Accounts Payable

    (7,103 )     -       (7,103 )

Accrued Expenses

    (6,308 )     -       (6,308 )

Operating Lease Liabilities

    (5,987 )     -       (5,987 )

Identifiable Assets

    37,533       -       37,533  

Goodwill

    12,367       59       12,426  

Net Purchase Consideration

  $ 49,900     $ 59     $ 49,959  

 

The gross amount of accounts receivable acquired was $11.9 million.

 

Goodwill recorded from the acquisition of EMI is attributable to the impact of the positive cash flow from EMI in addition to expected synergies from the business combination. The goodwill resulting from the acquisition is deductible for tax purposes. The trade name and technology used an income (relief from royalty) approach, the non-compete used an income (with or without) approach, and the customer relationships used an income (excess earnings) approach. The following table presents the details of the intangible assets acquired at the date of acquisition:

 

(in thousands)

 

Estimated Fair

Value

   

Estimated Useful

Life (Years)

 
                 
                 

Tradename

  $ 4,880    

Indefinite life

 

Technology assets

    3,160       7  

Non-compete

    140       5  

Customer relationships

    7,490       20  
    $ 15,670          

 

EMI’s post-acquisition results of operations for the period from April 18, 2024, through June 30, 2024, are included in the Company’s Consolidated Statements of Operations. Since the acquisition date, net sales of EMI for the period from April 18, 2024, through June 30, 2024, were $18.1 million and operating income was $0.7 million. The operating results of EMI are included in the Display Solutions Segment.

 

Pro Forma Impact of the Acquisition of EMI (Unaudited)

 

The following table represents unaudited pro forma results of operations and gives effect to the acquisition of EMI as if the transaction had occurred on July 1, 2022. The unaudited pro forma results of operations have been prepared for comparative purposes only and are not necessarily indicative of what would have occurred had the business combination been completed at the beginning of the period or the results that may occur in the future. Furthermore, the unaudited pro forma financial information does not reflect the impact of any synergies or operating efficiencies resulting from the acquisition of EMI.

 

The unaudited pro forma financial information for the twelve months ended June 30, 2024, and June 30, 2023, is prepared using the acquisition method of accounting and has been adjusted to reflect the pro forma events that are: (1) directly attributable to the acquisition; (2) factually supportable; and (3) expected to have a continuing impact on the combined results. The fiscal 2024 unaudited pro forma operating income of $36.3 million excludes acquisition-related expenses of $1.0 million.

 

 

   

Twelve Months Ended
June 30

 

(in thousands; unaudited)

               
   

2024

   

2023

 

Sales

  $ 535,849     $ 578,169  
                 

Gross Profit

  $ 141,788     $ 147,967  
                 

Operating Income

  $ 36,303     $ 38,798  

 

v3.25.0.1
Note 4 - Segment Reporting Information
6 Months Ended
Dec. 31, 2024
Notes to Financial Statements  
Segment Reporting Disclosure [Text Block]

NOTE 4 - SEGMENT REPORTING INFORMATION

 

The accounting guidance on Segment Reporting establishes standards for reporting information regarding operating segments in annual financial statements and requires selected information of those segments to be presented in 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 Chief Executive Officer or “CODM”) in making decisions on how to allocate resources and assess performance. The Company’s two operating segments are Lighting and Display Solutions, with one executive team under the organizational structure reporting directly to the CODM with responsibilities for managing each segment. Corporate and Eliminations, which captures the Company’s corporate administrative activities, is also reported in the segment information.

 

The Lighting Segment includes non-residential outdoor and indoor lighting fixtures utilizing LED light sources that have been fabricated and assembled for the Company’s markets, primarily the refueling and convenience store markets, parking lot and garage markets, quick-service restaurant market, retail and grocery store markets, the automotive market, the warehouse market, and the sports court and field market. The Company also services lighting product customers through the commercial and industrial project, stock and flow, and renovation channels. In addition to the manufacture and sale of lighting fixtures, the Company offers a variety of lighting controls to complement its lighting fixtures which include sensors, photocontrols, dimmers, motion detection and Bluetooth systems. The Lighting Segment also includes the design, engineering and manufacturing of electronic circuit boards, assemblies and sub-assemblies which are sold directly to customers.

 

The Display Solutions Segment manufactures, sells and installs exterior and interior visual image and display elements, including printed graphics, structural graphics, digital signage, menu board systems, millwork display fixtures, refrigerated displays, food equipment, countertops, and other custom display elements. These products are used in visual image programs in several markets including the refueling and convenience store markets, parking lot and garage markets, quick-service and casual restaurant market, retail and grocery store, and other retail markets. The Company accesses its customers primarily through a direct sale model utilizing its own sales force. Sales through distribution represents a small portion of Display Solutions sales. The Display Solutions Segment also provides a variety of project management services to complement our display elements, such as installation management, site surveys, permitting, and content management which are offered to our customers to support our digital signage.

 

The Company’s corporate administration activities are reported in the Corporate and Eliminations line item. These activities primarily include intercompany profit in inventory eliminations, expense related to certain corporate officers and support staff, the Company’s internal audit staff, expense related to the Company’s Board of Directors, equity compensation expense for various equity awards granted to corporate administration employees, certain consulting expenses, investor relations activities, and a portion of the Company’s legal, auditing, and professional fee expenses. Corporate identifiable assets primarily consist of cash, invested cash (if any), refundable income taxes (if any), and deferred income taxes. 

 

There were no customers or customer programs representing a concentration of 10% or more of the Company’s consolidated net sales in the three and six months ended December 31, 2024, or 2023. There was no concentration of accounts receivable at December 31, 2024, or 2023.

 

 

Summarized financial information for the Company’s operating segments is provided for the indicated periods and as of December 31, 2024, and December 31, 2023:

 

   

Three Months Ended

   

Six Months Ended

 

(In thousands)

 

December 31

   

December 31

 
   

2024

   

2023

   

2024

   

2023

 

Net Sales:

                               

Lighting Segment

  $ 58,210     $ 64,795     $ 116,646     $ 132,436  

Display Solutions Segment

    89,524       44,210       169,183       100,010  
    $ 147,734     $ 109,005     $ 285,829     $ 232,446  
                                 

Operating Income (Loss):

                               

Lighting Segment

  $ 5,972     $ 8,856     $ 11,731     $ 17,609  

Display Solutions Segment

  $ 8,127       3,302       15,834       10,521  

Corporate and Eliminations

    (5,640 )     (4,339 )     (9,975 )     (9,283 )
    $ 8,459     $ 7,819     $ 17,590     $ 18,847  
                                 

Capital Expenditures:

                               

Lighting Segment

  $ 509     $ 1,151     $ 1,221     $ 2,013  

Display Solutions Segment

  $ 529       529       576       1,048  

Corporate and Eliminations

    28       276       28       288  
    $ 1,066     $ 1,956     $ 1,825     $ 3,349  
                                 

Depreciation and Amortization:

                               

Lighting Segment

  $ 1,281     $ 1,293     $ 2,493     $ 2,602  

Display Solutions Segment

  $ 1,656       989       3,291       1,965  

Corporate and Eliminations

  $ 81       75       174       161  
    $ 3,018     $ 2,357     $ 5,958     $ 4,728  

 

   

December 31,

2024

   

June 30, 2024

 

Total Assets:

               

Lighting Segment

  $ 119,006     $ 130,695  

Display Solutions Segment

    215,824       208,248  

Corporate and Eliminations

    9,715       9,857  
    $ 344,545     $ 348,800  

 

The segment net sales reported above represent sales to external customers. Segment operating income, which is used in management’s evaluation of segment performance, represents net sales less all operating expenses. Identifiable assets are those assets used by each segment in its operations.

 

The Company records a 10% mark-up on intersegment revenues. Any inter-segment profit in inventory is eliminated in consolidation. Intersegment revenues were eliminated in consolidation as follows:

 

Inter-segment sales

                               
   

Three Months Ended

   

Six Months Ended

 

(In thousands)

 

December 31

   

December 31

 
   

2024

   

2023

   

2024

   

2023

 

Lighting Segment inter-segment net sales

  $ 6,053     $ 5,286     $ 12,037     $ 12,150  
                                 

Display Solutions Segment inter-segment net sales

  $ 133     $ (15 )   $ 304     $ 440  

 

 

v3.25.0.1
Note 5 - Earnings Per Common Share
6 Months Ended
Dec. 31, 2024
Notes to Financial Statements  
Earnings Per Share [Text Block]

NOTE 5 - EARNINGS PER COMMON SHARE

 

The following table presents the amounts used to compute basic and diluted earnings per common share, as well as the effect of dilutive potential common shares on weighted average shares outstanding:

 

 

   

Three Months Ended

   

Six Months Ended

 
   

December 31

   

December 31

 
   

2024

   

2023

   

2024

   

2023

 
                                 

BASIC EARNINGS PER SHARE

                               
                                 

Net income

  $ 5,647     $ 5,906     $ 12,329     $ 13,934  
                                 

Weighted average shares outstanding during the period, net of treasury shares

    28,848       27,979       28,681       27,858  

Weighted average vested restricted stock units outstanding

    72       76       81       78  

Weighted average shares outstanding in the Deferred Compensation Plan during the period

    1,010       969       999       954  

Weighted average shares outstanding

    29,930       29,024       29,761       28,890  
                                 

Basic earnings per common share

  $ 0.19     $ 0.20     $ 0.41     $ 0.48  
                                 
                                 

DILUTED EARNINGS PER SHARE

                               
                                 

Net income

  $ 5,647     $ 5,906     $ 12,329     $ 13,934  
                                 

Weighted average shares outstanding:

                               
                                 

Basic

    29,930       29,024       29,761       28,890  
                                 

Effect of dilutive securities (a):

                               

Impact of common shares to be issued under stock option plans, and contingently issuable shares, if any

    946       1,019       948       1,059  

Weighted average shares outstanding

    30,876       30,043       30,709       29,949  
                                 

Diluted earnings per common share

  $ 0.18     $ 0.20     $ 0.40     $ 0.47  
                                 
                                 

Anti-dilutive securities (b)

    265       -       265       -  

 

 

 

(a)

Calculated using the “Treasury Stock” method as if dilutive securities were exercised and the funds were used to purchase common shares at the average market price during the period.

 

 

(b)

Anti-dilutive securities were excluded from the computation of diluted net income per share for the three and six months ended December 31, 2024, and December 31, 2023, because the exercise price was greater than the average fair market price of the common shares or because the assumed proceeds from the award’s exercise or vesting was greater than the average fair market price of the common shares.

 

 

v3.25.0.1
Note 6 - Inventories, Net
6 Months Ended
Dec. 31, 2024
Notes to Financial Statements  
Inventory Disclosure [Text Block]

NOTE 6INVENTORIES, NET

 

The following information is provided as of the dates indicated:

 

   

December 31,

   

June 30,

 

(In thousands)

 

2024

   

2024

 
                 

Inventories:

               

Raw materials

  $ 49,388     $ 52,644  

Work-in-progress

    6,891       6,244  

Finished goods

    13,147       12,025  

Total Inventories

  $ 69,426     $ 70,913  

 

v3.25.0.1
Note 7 - Accrued Expenses
6 Months Ended
Dec. 31, 2024
Notes to Financial Statements  
Accounts Payable, Accrued Liabilities, and Other Liabilities Disclosure, Current [Text Block]

NOTE 7 - ACCRUED EXPENSES

 

The following information is provided as of the dates indicated:

 

   

December 31,

   

June 30,

 

(In thousands)

 

2024

   

2024

 
                 

Accrued Expenses:

               

Customer prepayments

  $ 8,714     $ 8,475  

Compensation and benefits

    9,110       9,704  

Accrued warranty

    6,653       6,623  

Operating lease liabilities

    5,619       5,560  

Accrued sales commissions

    2,691       3,937  

Accrued Freight

    2,353       2,270  

Accrued FICA

    492       513  

Finance lease liabilities

    327       324  

Other accrued expenses

    6,696       6,038  

Total Accrued Expenses

  $ 42,655     $ 43,444  

 

v3.25.0.1
Note 8 - Goodwill and Other Intangible Assets
6 Months Ended
Dec. 31, 2024
Notes to Financial Statements  
Goodwill and Intangible Assets Disclosure [Text Block]

NOTE 8 - GOODWILL AND OTHER INTANGIBLE ASSETS

 

The carrying values of goodwill and other intangible assets with indefinite lives are reviewed at least annually for possible impairment. The Company may first assess qualitative factors in order to determine if goodwill and indefinite-lived intangible assets are impaired. If through the qualitative assessment it is determined that it is more likely than not that goodwill and indefinite-lived assets are not impaired, no further testing is required. If it is determined more likely than not that goodwill and indefinite-lived assets are impaired, or if the Company elects not to first assess qualitative factors, the Company’s impairment testing continues with the estimation of the fair value of the reporting unit using a combination of a market approach and an income (discounted cash flow) approach, at the reporting unit level. The estimation of the fair value of the reporting unit 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 the 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. 

 

The Company identified its reporting units in conjunction with its annual goodwill impairment testing. The Company has a total of four reporting units that contain goodwill. One reporting unit is within the Lighting Segment and three reporting units are within the Display Solutions Segment. The tradename intangible assets have an indefinite life and are also tested separately on an annual basis. The Company relies upon a number of factors, judgments and estimates when conducting its impairment testing including, but not limited to, the Company’s stock price, operating results, forecasts, anticipated future cash flows, and marketplace data. There are inherent uncertainties related to these factors and judgments in applying them to the analysis of goodwill impairment.

 

 

The following table presents information about the Company's goodwill on the dates or for the periods indicated:

 

 

Goodwill

         

Display

         

(In thousands)

 

Lighting

   

Solutions

         
   

Segment

   

Segment

   

Total

 

Balance as of December 31, 2024

                       

Goodwill

  $ 70,971     $ 75,773     $ 146,744  

Accumulated impairment losses

    (61,763 )     (27,525 )     (89,288 )

Goodwill, net as of December 31, 2024

  $ 9,208     $ 48,248     $ 57,456  
                         

Balance as of June 30, 2024

                       

Goodwill

  $ 70,971     $ 75,714     $ 146,685  

Accumulated impairment losses

    (61,763 )     (27,525 )     (89,288 )

Goodwill, net as of June 30, 2024

  $ 9,208     $ 48,189     $ 57,397  

 

The gross carrying amount and accumulated amortization by each major intangible asset class is as follows:

 

Other Intangible Assets

 

December 31, 2024

 

(In thousands)

 

Gross

                 
   

Carrying

   

Accumulated

   

Net

 
   

Amount

   

Amortization

   

Amount

 

Amortized Intangible Assets

                       

Customer relationships

  $ 69,573     $ 23,227     $ 46,346  

Patents

    268       268       -  

LED technology firmware, software

    24,126       17,876       6,250  

Trade name

    2,658       1,319       1,339  

Non-compete

    400       217       183  

Total Amortized Intangible Assets

    97,025       42,907       54,118  
                         

Indefinite-lived Intangible Assets

                       

Trademarks and trade names

    16,982       -       16,982  

Total indefinite-lived Intangible Assets

    16,982       -       16,982  
                         

Total Other Intangible Assets

  $ 114,007     $ 42,907     $ 71,100  

 

Other Intangible Assets

 

June 30, 2024

 

(In thousands)

 

Gross

                 
   

Carrying

   

Accumulated

   

Net

 
   

Amount

   

Amortization

   

Amount

 

Amortized Intangible Assets

                       

Customer relationships

  $ 69,573     $ 21,332     $ 48,241  

Patents

    268       268       -  

LED technology firmware, software

    24,126       17,058       7,068  

Trade name

    2,658       1,265       1,393  

Non-compete

    400       168       232  

Total Amortized Intangible Assets

    97,025       40,091       56,934  
                         

Indefinite-lived Intangible Assets

                       

Trademarks and trade names

    16,982       -       16,982  

Total indefinite-lived Intangible Assets

    16,982       -       16,982  
                         

Total Other Intangible Assets

  $ 114,007     $ 40,091     $ 73,916  

 

 

 

   

Three Months Ended

   

Six Months Ended

 
   

December 31

   

December 31

 

(In thousands)

 

2024

   

2023

   

2024

   

2023

 
                                 

Amortization Expense of Other Intangible Assets

  $ 1,408     $ 1,190     $ 2,816     $ 2,380  

 

The Company expects to record annual amortization expense as follows:

 

 

(In thousands)

       

2025

  $ 5,739  

2026

  $ 5,733  

2027

  $ 5,512  

2028

  $ 5,125  

2029

  $ 4,497  

After 2029

  $ 30,328  

 

v3.25.0.1
Note 9 - Debt
6 Months Ended
Dec. 31, 2024
Notes to Financial Statements  
Debt Disclosure [Text Block]

NOTE 9 - DEBT

 

The Company’s long-term debt as of December 31, 2024, and June 30, 2024, consisted of the following:

 

 

   

December 31,

   

June 30,

 

(In thousands)

 

2024

   

2024

 
                 

Secured line of credit

  $ 24,803     $ 38,766  

Term loan, net of debt issuance costs of $10 and $14, respectively

    13,383       15,463  

Total debt

  $ 38,186     $ 54,229  

Less: amounts due within one year

    3,571       3,571  

Total amounts due after one year, net

  $ 34,615     $ 50,658  

 

In September 2021, the Company amended its existing $100 million secured line of credit, to a $25 million term loan and $75 million remaining as a secured revolving line of credit. Both facilities expire in the first quarter of fiscal 2027. The principal of the term loan is repaid annually in the amount of $3.6 million over a five-year period with a balloon payment of the remaining balance due last month. Interest on both the revolving line of credit and the term loan is charged based upon an increment over the Secured Overnight Financing Rate (SOFR) or a base rate, at the Company’s option. The base rate is calculated as the highest of (a) the Prime rate, (b) the sum of the Overnight Funding Rate plus 50 basis points and (c) the sum of the Daily SOFR Rate plus 100 basis points. The increment over the SOFR borrowing rate fluctuates between 100 and 225 basis points, and the increment over the Base Rate fluctuates between 0 and 125 basis points, both of which depend upon the ratio of indebtedness to earnings before interest, taxes, depreciation, and amortization (“EBITDA”), as defined in the line of credit agreement. As of December 31, 2024, the Company’s borrowing rate against its revolving line of credit was 5.7%. The increment over the SOFR borrowing rate will be 100 basis points for the third quarter of fiscal 2025. The fee on the unused balance of the $75 million committed line of credit fluctuates between 15 and 25 basis points. Under the terms of this line of credit, the Company is required to comply with financial covenants that limit the ratio of indebtedness to EBITDA and require a minimum fixed charge ratio. As of December 31, 2024, there was $50.2 million available for borrowing under the $75 million line of credit.

 

The Company is in compliance with all of its loan covenants as of December 31, 2024.

v3.25.0.1
Note 10 - Cash Dividends
6 Months Ended
Dec. 31, 2024
Notes to Financial Statements  
Equity [Text Block]

NOTE 10 - CASH DIVIDENDS

 

The Company paid cash dividends of $3.0 million and $2.8 million for the six months ended December 31, 2024, and December 31, 2023, respectively. Dividends on restricted stock units in the amount of $0.2 million and $0.1million were accrued as of both December 31, 2024, and 2023, respectively. These dividends will be paid upon the vesting of the restricted stock units when shares are issued to the award recipients. In January 2025, the Board of Directors declared a regular quarterly cash dividend of $0.05 per share payable February 11, 2025, to shareholders of record as February 3, 2025. The indicated annual cash dividend rate is $0.20 per share.

 

 

v3.25.0.1
Note 11 - Equity Compensation
6 Months Ended
Dec. 31, 2024
Notes to Financial Statements  
Share-Based Payment Arrangement [Text Block]

NOTE 11EQUITY COMPENSATION

 

In November 2022, the Company's shareholders approved the amendment and restatement of the 2019 Omnibus Award Plan ("2019 Omnibus Plan") which increased the number of shares authorized for issuance under the plan by 2,350,000 and removed the Plan's fungible share counting feature. The purpose of the 2019 Omnibus Plan is to provide a means to attract and retain key personnel and to align the interests of the directors, officers, and employees with the Company's shareholders. The plan also provides a vehicle whereby directors and officers may acquire shares in order to meet the ownership requirements under the Company's Stock Ownership Policy. The 2019 Omnibus Plan allows for the grant of stock options, stock appreciation rights, restricted stock awards, restricted stock units RSUs, performance stock units ("PSUs") and other awards. Except for Restricted Stock Unit ("RSU") grants which are time-based, participants in the Company's Long-Term Equity Compensation Plans are awarded the opportunity to acquire shares over a three-year performance measurement period tied to specific company performance metrics. The number of shares that remain reserved for issuance under the 2019 Omnibus Plan is 1,403,708 as of December 31, 2024.

 

In the first quarter of fiscal 2025, the Company granted 160,826 PSUs and 107,217 RSUs, both with a weighted average market value of $14.92. Stock compensation expense was $1.1 million and $0.8 million for the three months ended December 31, 2024, and 2023, respectively, and $2.2 million and $2.0 million in the six months ended December 31, 2024, and 2023, respectively.

 

In November of 2021, our board of directors approved the LSI Employee Stock Purchase Plan (“ESPP”). A total of 270,000 shares of common stock were provided for issuance under the ESPP. Employees may participate at their discretion and are able to purchase, through payroll deduction, common stock at a 10% discount on a quarterly basis. Employees may end their participation at any time during the offering period, and participation ends automatically upon termination of employment with the company. During fiscal year 2025, employees purchased 8,000 shares. At December 31, 2024, 234,000 shares remained available for purchase under the ESPP.

v3.25.0.1
Note 12 - Supplemental Cash Flow Information
6 Months Ended
Dec. 31, 2024
Notes to Financial Statements  
Cash Flow, Supplemental Disclosures [Text Block]

NOTE 12 - SUPPLEMENTAL CASH FLOW INFORMATION

 

   

Six Months Ended

 

(In thousands)

 

December 31

 
   

2024

   

2023

 

Cash Payments:

               

Interest

  $ 1,460     $ 1,006  

Income taxes

  $ 2,321     $ 3,375  
                 

Non-cash investing and financing activities

               

Issuance of common shares as compensation

  $ 225     $ 225  

Issuance of common shares to fund deferred compensation plan

  $ 994     $ 943  

Issuance of common shares to fund ESPP plan

  $ 110     $ 98  

 

v3.25.0.1
Note 13 - Commitments and Contingencies
6 Months Ended
Dec. 31, 2024
Notes to Financial Statements  
Commitments and Contingencies Disclosure [Text Block]

NOTE 13 - COMMITMENTS AND CONTINGENCIES

 

The Company is party to various negotiations, customer bankruptcies, and legal proceedings arising in the normal course of business. The Company provides reserves for these matters when a loss is probable and reasonably estimable. The Company does not disclose a range of potential loss because the likelihood of such a loss is remote. 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.

 

The Company may occasionally issue a standby letter of credit in favor of third parties. As of December 31, 2024, there were no such standby letters of credit issued.

v3.25.0.1
Note 14 - Leases
6 Months Ended
Dec. 31, 2024
Notes to Financial Statements  
Lessee, Leases [Text Block]

NOTE 14 - LEASES

 

The Company leases certain manufacturing facilities along with a small office space, several forklifts, several small tooling items, and various items of office equipment. All but two of the Company’s leases are operating leases. Leases have a remaining term of one to seven years some of which have an option to renew. The Company does not assume renewals in determining the lease term unless the renewals are deemed reasonably certain. The lease agreements do not contain any material residual guarantees or material variable lease payments. The number of operating leases increased in fiscal 2024 as a result of the acquisition of EMI; most of EMI’s operating leases are building leases.

 

 

The Company has periodically entered into short-term operating leases with an initial term of twelve months or less. The Company elected not to record these leases on the balance sheet. The rent expense for these leases was immaterial for December 31, 2024, and 2023.

 

The Company has certain leases that contain lease and non-lease components and has elected to utilize the practical expedient to account for these components together as a single lease component.

 

Lease expense is recognized on a straight-line basis over the lease term. The Company used its incremental borrowing rate when determining the present value of lease payments.

 

   

Three Months Ended

   

Six Months Ended

 
   

December 31

   

December 31

 

(In thousands)

 

2024

   

2023

   

2024

   

2023

 
                                 

Operating lease cost

  $ 1,610     $ 993     $ 3,231     $ 1,900  

Financing lease cost:

                               

Amortization of right of use assets

    73       73       145       146  

Interest on lease liabilities

    10       14       22       28  

Variable lease cost

    -       22       7       44  

Sublease income

    -       (116 )     (39 )     (232 )

Total lease cost

  $ 1,693     $ 986     $ 3,366     $ 1,886  

 

Supplemental Cash Flow Information:

 

Six Months Ended

 
   

December 31

 

(In thousands)

 

2024

   

2023

 
                 

Cash flows from operating leases

               

Fixed payments - operating cash flows

  $ 3,298     $ 1,778  

Liability reduction - operating cash flows

  $ 2,813     $ 1,537  
                 

Cash flows from finance leases

               

Interest - operating cash flows

  $ 21     $ 28  

Repayments of principal portion - financing cash flows

  $ 168     $ 156  

 

Operating Leases:

 

December 31,

   

June 30,

 
   

2024

   

2024

 
                 

Total operating right-of-use assets

  $ 15,517     $ 15,912  
                 

Accrued expenses (Current liabilities)

  $ 5,619     $ 5,560  

Long-term operating lease liability

    10,694       11,267  

Total operating lease liabilities

  $ 16,313     $ 16,827  
                 

Weighted Average remaining Lease Term (in years)

    3.40       3.49  
                 

Weighted Average Discount Rate

    5.82 %     5.90 %

 

 

Finance Leases:

 

December 31,

   

June 30,

 
   

2024

   

2024

 
                 

Buildings under finance leases

  $ 2,033     $ 2,033  

Equipment under finance leases

    -       41  

Accumulated depreciation

    (1,355 )     (1,232 )

Total finance lease assets, net

  $ 678     $ 842  
                 

Accrued expenses (Current liabilities)

  $ 327     $ 324  

Long-term finance lease liability

    468       636  

Total finance lease liabilities

  $ 795     $ 960  
                 

Weighted Average remaining Lease Term (in years)

    2.33       2.83  
                 

Weighted Average Discount Rate

    4.86 %     4.86 %

 

Maturities of Lease Liability:

 

Operating

Lease

Liabilities

   

Finance Lease

Liabilities

   

Operating

Subleases

   

Net Lease

Commitments

 

2025

  $ 5,619     $ 327     $ (38 )   $ 5,908  

2026

    5,360       362       -       5,722  

2027

    4,337       150       -       4,487  

2028

    1,319       -       -       1,319  

2029

    972       -       -       972  

Thereafter

    489       -       -       489  

Total lease payments

  $ 18,096     $ 839     $ (38 )   $ 18,897  

Less: Interest

    (1,783 )     (44 )             (1,827 )

Present Value of Lease Liabilities

  $ 16,313     $ 795             $ 17,070  

 

v3.25.0.1
Note 15 - Income Taxes
6 Months Ended
Dec. 31, 2024
Notes to Financial Statements  
Income Tax Disclosure [Text Block]

NOTE 15 INCOME TAXES

 

The Company's effective income tax rate is based on expected income, statutory rates, and tax planning opportunities available in the various jurisdictions in which it operates. For interim financial reporting, the Company estimates the annual income tax rate based on projected taxable income for the full year and records a quarterly income tax provision or benefit in accordance with the anticipated annual rate. The Company refines the estimates of the year's taxable income as new information becomes available, including actual year-to-date financial results. This continual estimation process often results in a change to the expected effective income tax rate for the year. When this occurs, the Company adjusts the income tax provision during the quarter in which the change in estimate occurs so that the year-to-date provision reflects the expected income tax rate. Significant judgment is required in determining the effective tax rate and in evaluating tax positions.

 

 

   

Three Months Ended

   

Six Months Ended

 
   

December 31

   

December 31

 
   

2024

   

2023

   

2024

   

2023

 

Reconciliation of effective tax rate:

                               
                                 

Provision for income taxes at the anticipated annual tax rate

    26.7

%

    25.6

%

    26.2 %     26.3 %

Uncertain tax positions

    (1.5 )     (2.8 )     (0.2 )     (0.6 )

Deferred Income Tax Adjustment

    -       -       1.1       -  

Share-based compensation

    (2.0 )     (2.7 )     (5.8 )     (4.2 )

Effective tax rate

    23.2

%

    20.1

%

    21.3 %     21.5 %

 

 

v3.25.0.1
Insider Trading Arrangements
6 Months Ended
Dec. 31, 2024
Insider Trading Arr Line Items  
Material Terms of Trading Arrangement [Text Block]

ITEM 5. OTHER INFORMATION

 

None.

Rule 10b5-1 Arrangement Adopted [Flag] false
Non-Rule 10b5-1 Arrangement Adopted [Flag] false
Rule 10b5-1 Arrangement Terminated [Flag] false
Non-Rule 10b5-1 Arrangement Terminated [Flag] false
v3.25.0.1
Significant Accounting Policies (Policies)
6 Months Ended
Dec. 31, 2024
Accounting Policies [Abstract]  
Consolidation, Policy [Policy Text Block]

Consolidation:

 

A summary of the Company’s significant accounting policies is included in Note 1 to the audited consolidated financial statements of the Company’s fiscal 2024 Annual Report on Form 10-K.

Revenue [Policy Text Block]

Revenue Recognition:

 

The Company recognizes revenue when it satisfies the performance obligation in its customer contracts or purchase orders. Most of the Company’s products have a single performance obligation which is satisfied at a point in time when control is transferred to the customer. Control is generally transferred at the time of shipment when title and risk of ownership passes to the customer. For customer contracts with multiple performance obligations, the Company allocates the transaction price and any discounts to each performance obligation based on relative standalone selling prices. Payment terms are typically within 30 to 90 days from the shipping date, depending on the terms with the customer. The Company offers standard warranties that do not represent separate performance obligations.

 

Installation is a separate performance obligation, except for the Company’s digital signage products. For digital signage products, installation is not a separate performance obligation as the product and installation is the combined item promised in digital signage contracts. The Company is not always responsible for installation of products it sells and has no post-installation responsibilities other than standard warranties.

 

A number of the Company's display solutions and select lighting products are customized for specific customers. As a result, these customized products do not have an alternative use. For these products, the Company has a legal right to payment for performance to date and generally does not accept returns on these items. The measurement of performance is based upon cost plus a reasonable profit margin for work completed. Because there is no alternative use and there is a legal right to payment, the Company transfers control of the item as the item is being produced and therefore recognizes revenue over time. The customized product types are as follows:

 

 

Customer specific branded print graphics

 

 

Electrical components based on customer specifications

 

 

Digital signage and related media content

 

The Company also offers installation services for its display solutions elements and select lighting products. Installation revenue is recognized over time as the customer simultaneously receives and consumes the benefits provided through the installation process.

 

For these customized products and installation services, revenue is recognized using a cost-based input method: recognizing revenue and gross profit as work is performed based on the relationship between the actual cost incurred and the total estimated cost for the performance obligation.

 

 

On occasion, the Company enters into bill-and-hold arrangements on a limited basis. Each bill-and-hold arrangement is reviewed and revenue is recognized only when certain criteria have been met: (1) the customer has requested delayed delivery and storage of the products by the Company because the customer wants to secure a supply of the products but lacks storage space; (ii) the risk of ownership has passed to the customer; (iii) the products are segregated from the Company’s other inventory items held for sale; (iv) the products are ready for shipment to the customer; and (v) the Company does not have the ability to use the products or direct them to another customer.

 

Disaggregation of Revenue

 

The Company disaggregates the revenue from contracts with customers by the timing of revenue recognition because the Company believes it best depicts the nature, amount, and timing of its revenue and cash flows. The table below presents a reconciliation of the disaggregation by reportable segments:

 

 

   

Three Months Ended

 

(In thousands)

 

December 31, 2024

   

December 31, 2023

 
   

Lighting

Segment

   

Display

Solutions

Segment

   

Lighting

Segment

   

Display

Solutions

Segment

 

Timing of revenue recognition

                               

Products and services transferred at a point in time

  $ 48,366     $ 68,046     $ 54,619     $ 29,268  

Products and services transferred over time

    9,844       21,478       10,176       14,942  
    $ 58,210     $ 89,524     $ 64,795     $ 44,210  

 

 

   

Three Months Ended

 
   

December 31, 2024

   

December 31, 2023

 
   

Lighting

Segment

   

Display

Solutions

Segment

   

Lighting

Segment

   

Display

Solutions

Segment

 

Type of Product and Services

                               

LED lighting, digital signage solutions, electronic circuit boards

  $ 47,580     $ 9,310     $ 53,116     $ 8,791  

Poles, other display solution elements

    9,945       60,726       10,968       24,829  

Project management, installation services, shipping and handling

    685       19,488       711       10,590  
    $ 58,210     $ 89,524     $ 64,795     $ 44,210  

 

 

   

Six Months Ended

 
   

December 31, 2024

   

December 31, 2023

 
   

Lighting

Segment

   

Display

Solutions

Segment

   

Lighting

Segment

   

Display

Solutions

Segment

 

Timing of revenue recognition

                               

Products and services transferred at a point in time

  $ 96,577     $ 130,140     $ 112,271     $ 69,256  

Products and services transferred over time

    20,069       39,043       20,165       30,754  
    $ 116,646     $ 169,183     $ 132,436     $ 100,010  

 

 

   

Six Months Ended

 
   

December 31, 2024

   

December 31, 2023

 
   

Lighting

Segment

   

Display

Solutions

Segment

   

Lighting

Segment

   

Display

Solutions

Segment

 

Type of Product and Services

                               

LED lighting, digital signage solutions, electronic circuit boards

  $ 95,009     $ 17,746     $ 108,607     $ 17,724  

Poles, other display solution elements

    20,338       116,429       22,351       59,698  

Project management, installation services, shipping and handling

    1,299       35,008       1,478       22,588  
    $ 116,646     $ 169,183     $ 132,436     $ 100,010  

 

 

Practical Expedients and Exemptions

 

 

The Company’s contracts with customers have an expected duration of one year or less, as such, the Company applies the practical expedient to expense sales commissions as incurred and has omitted disclosures on the amount of remaining performance obligations.

 

Shipping costs that are not material in context of the delivery of products are expensed as incurred.

 

The Company’s accounts receivable balance represents the Company’s unconditional right to receive payment from its customers with contracts. Payments are generally due within 30 to 90 days of completion of the performance obligation and invoicing; therefore, payments do not contain significant financing components.

 

The Company collects sales tax and other taxes concurrent with revenue-producing activities which are excluded from revenue. Shipping and handling costs are treated as fulfillment activities and included in cost of products and services sold on the Consolidated Statements of Operations.

New Accounting Pronouncements, Policy [Policy Text Block]

New Accounting Pronouncements:

 

In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements: Codification Amendments in Response to SEC's Disclosure Update and Simplification Initiative. This ASU amends the disclosure or presentation requirements related to various subtopics in the FASB Accounting Standards Codification. The effective date for each amendment will be the date on which the SEC's removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. The Company will monitor the removal of various requirements from the current regulations in order to determine when to adopt the related amendments, but it does not anticipate that the adoption of the new guidance will have a material impact on the Company’s consolidated financial statements and related disclosures. The Company will continue to evaluate the impact of this guidance on its consolidated financial statements.

 

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This ASU expands reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The standard requires interim and annual disclosure of significant segment expenses that are regularly provided to the chief operating decision-maker ("CODM") and included within the reported measure of a segment’s profit or loss, requires interim disclosures about a reportable segment’s profit or loss and assets that are currently required annually, requires disclosure of the position and title of the CODM, clarifies circumstances in which an entity can disclose multiple segment measures of profit or loss, and contains other disclosure requirements. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the effect of this new guidance on its consolidated financial statements and related disclosures.

 

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This ASU requires additional disclosures of various income tax components that affect the rate reconciliation based on the applicable taxing jurisdictions, as well as the qualitative and quantitative aspects of those components. The standard also requires information pertaining to taxes paid to be disaggregated for federal, state and foreign taxes, and contains other disclosure requirements. This ASU is effective for fiscal years beginning after December 15, 2024, and interim periods within fiscal years beginning after December 15, 2025, with early adoption permitted. The Company is currently evaluating the effect of this new guidance on its consolidated financial statements and related disclosures.

v3.25.0.1
Note 2 - Summary of Significant Accounting Policies (Tables)
6 Months Ended
Dec. 31, 2024
Notes Tables  
Disaggregation of Revenue [Table Text Block]
   

Three Months Ended

 

(In thousands)

 

December 31, 2024

   

December 31, 2023

 
   

Lighting

Segment

   

Display

Solutions

Segment

   

Lighting

Segment

   

Display

Solutions

Segment

 

Timing of revenue recognition

                               

Products and services transferred at a point in time

  $ 48,366     $ 68,046     $ 54,619     $ 29,268  

Products and services transferred over time

    9,844       21,478       10,176       14,942  
    $ 58,210     $ 89,524     $ 64,795     $ 44,210  
   

Three Months Ended

 
   

December 31, 2024

   

December 31, 2023

 
   

Lighting

Segment

   

Display

Solutions

Segment

   

Lighting

Segment

   

Display

Solutions

Segment

 

Type of Product and Services

                               

LED lighting, digital signage solutions, electronic circuit boards

  $ 47,580     $ 9,310     $ 53,116     $ 8,791  

Poles, other display solution elements

    9,945       60,726       10,968       24,829  

Project management, installation services, shipping and handling

    685       19,488       711       10,590  
    $ 58,210     $ 89,524     $ 64,795     $ 44,210  
   

Six Months Ended

 
   

December 31, 2024

   

December 31, 2023

 
   

Lighting

Segment

   

Display

Solutions

Segment

   

Lighting

Segment

   

Display

Solutions

Segment

 

Timing of revenue recognition

                               

Products and services transferred at a point in time

  $ 96,577     $ 130,140     $ 112,271     $ 69,256  

Products and services transferred over time

    20,069       39,043       20,165       30,754  
    $ 116,646     $ 169,183     $ 132,436     $ 100,010  
   

Six Months Ended

 
   

December 31, 2024

   

December 31, 2023

 
   

Lighting

Segment

   

Display

Solutions

Segment

   

Lighting

Segment

   

Display

Solutions

Segment

 

Type of Product and Services

                               

LED lighting, digital signage solutions, electronic circuit boards

  $ 95,009     $ 17,746     $ 108,607     $ 17,724  

Poles, other display solution elements

    20,338       116,429       22,351       59,698  

Project management, installation services, shipping and handling

    1,299       35,008       1,478       22,588  
    $ 116,646     $ 169,183     $ 132,436     $ 100,010  
v3.25.0.1
Note 3 - Acquisition of EMI Industries, LLC (Tables)
6 Months Ended
Dec. 31, 2024
Notes Tables  
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block]

(In thousands)

 

April 18, 2024 as

initially reported

   

Adjustments

   

April 18, 2024 as

adjusted

 
                         

Accounts Receivable

  $ 11,386     $ -     $ 11,386  

Inventory

    12,246       -       12,246  

Property, Plant and Equipment

    7,719       -       7,719  

Operating Lease Right-Of-Use Assets

    8,734       -       8,734  

Other Assets

    1,176       -       1,176  

Intangible Assets

    15,670       -       15,670  

Accounts Payable

    (7,103 )     -       (7,103 )

Accrued Expenses

    (6,308 )     -       (6,308 )

Operating Lease Liabilities

    (5,987 )     -       (5,987 )

Identifiable Assets

    37,533       -       37,533  

Goodwill

    12,367       59       12,426  

Net Purchase Consideration

  $ 49,900     $ 59     $ 49,959  
Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination [Table Text Block]

(in thousands)

 

Estimated Fair

Value

   

Estimated Useful

Life (Years)

 
                 
                 

Tradename

  $ 4,880    

Indefinite life

 

Technology assets

    3,160       7  

Non-compete

    140       5  

Customer relationships

    7,490       20  
    $ 15,670          
Business Acquisition, Pro Forma Information [Table Text Block]
   

Twelve Months Ended
June 30

 

(in thousands; unaudited)

               
   

2024

   

2023

 

Sales

  $ 535,849     $ 578,169  
                 

Gross Profit

  $ 141,788     $ 147,967  
                 

Operating Income

  $ 36,303     $ 38,798  
v3.25.0.1
Note 4 - Segment Reporting Information (Tables)
6 Months Ended
Dec. 31, 2024
Notes Tables  
Schedule of Segment Reporting Information, by Segment [Table Text Block]
   

Three Months Ended

   

Six Months Ended

 

(In thousands)

 

December 31

   

December 31

 
   

2024

   

2023

   

2024

   

2023

 

Net Sales:

                               

Lighting Segment

  $ 58,210     $ 64,795     $ 116,646     $ 132,436  

Display Solutions Segment

    89,524       44,210       169,183       100,010  
    $ 147,734     $ 109,005     $ 285,829     $ 232,446  
                                 

Operating Income (Loss):

                               

Lighting Segment

  $ 5,972     $ 8,856     $ 11,731     $ 17,609  

Display Solutions Segment

  $ 8,127       3,302       15,834       10,521  

Corporate and Eliminations

    (5,640 )     (4,339 )     (9,975 )     (9,283 )
    $ 8,459     $ 7,819     $ 17,590     $ 18,847  
                                 

Capital Expenditures:

                               

Lighting Segment

  $ 509     $ 1,151     $ 1,221     $ 2,013  

Display Solutions Segment

  $ 529       529       576       1,048  

Corporate and Eliminations

    28       276       28       288  
    $ 1,066     $ 1,956     $ 1,825     $ 3,349  
                                 

Depreciation and Amortization:

                               

Lighting Segment

  $ 1,281     $ 1,293     $ 2,493     $ 2,602  

Display Solutions Segment

  $ 1,656       989       3,291       1,965  

Corporate and Eliminations

  $ 81       75       174       161  
    $ 3,018     $ 2,357     $ 5,958     $ 4,728  
Reconciliation of Assets from Segment to Consolidated [Table Text Block]
   

December 31,

2024

   

June 30, 2024

 

Total Assets:

               

Lighting Segment

  $ 119,006     $ 130,695  

Display Solutions Segment

    215,824       208,248  

Corporate and Eliminations

    9,715       9,857  
    $ 344,545     $ 348,800  
Reconciliation of Revenue from Segments to Consolidated [Table Text Block]

Inter-segment sales

                               
   

Three Months Ended

   

Six Months Ended

 

(In thousands)

 

December 31

   

December 31

 
   

2024

   

2023

   

2024

   

2023

 

Lighting Segment inter-segment net sales

  $ 6,053     $ 5,286     $ 12,037     $ 12,150  
                                 

Display Solutions Segment inter-segment net sales

  $ 133     $ (15 )   $ 304     $ 440  
v3.25.0.1
Note 5 - Earnings Per Common Share (Tables)
6 Months Ended
Dec. 31, 2024
Notes Tables  
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]
   

Three Months Ended

   

Six Months Ended

 
   

December 31

   

December 31

 
   

2024

   

2023

   

2024

   

2023

 
                                 

BASIC EARNINGS PER SHARE

                               
                                 

Net income

  $ 5,647     $ 5,906     $ 12,329     $ 13,934  
                                 

Weighted average shares outstanding during the period, net of treasury shares

    28,848       27,979       28,681       27,858  

Weighted average vested restricted stock units outstanding

    72       76       81       78  

Weighted average shares outstanding in the Deferred Compensation Plan during the period

    1,010       969       999       954  

Weighted average shares outstanding

    29,930       29,024       29,761       28,890  
                                 

Basic earnings per common share

  $ 0.19     $ 0.20     $ 0.41     $ 0.48  
                                 
                                 

DILUTED EARNINGS PER SHARE

                               
                                 

Net income

  $ 5,647     $ 5,906     $ 12,329     $ 13,934  
                                 

Weighted average shares outstanding:

                               
                                 

Basic

    29,930       29,024       29,761       28,890  
                                 

Effect of dilutive securities (a):

                               

Impact of common shares to be issued under stock option plans, and contingently issuable shares, if any

    946       1,019       948       1,059  

Weighted average shares outstanding

    30,876       30,043       30,709       29,949  
                                 

Diluted earnings per common share

  $ 0.18     $ 0.20     $ 0.40     $ 0.47  
                                 
                                 

Anti-dilutive securities (b)

    265       -       265       -  
v3.25.0.1
Note 6 - Inventories, Net (Tables)
6 Months Ended
Dec. 31, 2024
Notes Tables  
Schedule of Inventory, Current [Table Text Block]
   

December 31,

   

June 30,

 

(In thousands)

 

2024

   

2024

 
                 

Inventories:

               

Raw materials

  $ 49,388     $ 52,644  

Work-in-progress

    6,891       6,244  

Finished goods

    13,147       12,025  

Total Inventories

  $ 69,426     $ 70,913  
v3.25.0.1
Note 7 - Accrued Expenses (Tables)
6 Months Ended
Dec. 31, 2024
Notes Tables  
Schedule of Accrued Liabilities [Table Text Block]
   

December 31,

   

June 30,

 

(In thousands)

 

2024

   

2024

 
                 

Accrued Expenses:

               

Customer prepayments

  $ 8,714     $ 8,475  

Compensation and benefits

    9,110       9,704  

Accrued warranty

    6,653       6,623  

Operating lease liabilities

    5,619       5,560  

Accrued sales commissions

    2,691       3,937  

Accrued Freight

    2,353       2,270  

Accrued FICA

    492       513  

Finance lease liabilities

    327       324  

Other accrued expenses

    6,696       6,038  

Total Accrued Expenses

  $ 42,655     $ 43,444  
v3.25.0.1
Note 8 - Goodwill and Other Intangible Assets (Tables)
6 Months Ended
Dec. 31, 2024
Notes Tables  
Schedule of Goodwill [Table Text Block]

Goodwill

         

Display

         

(In thousands)

 

Lighting

   

Solutions

         
   

Segment

   

Segment

   

Total

 

Balance as of December 31, 2024

                       

Goodwill

  $ 70,971     $ 75,773     $ 146,744  

Accumulated impairment losses

    (61,763 )     (27,525 )     (89,288 )

Goodwill, net as of December 31, 2024

  $ 9,208     $ 48,248     $ 57,456  
                         

Balance as of June 30, 2024

                       

Goodwill

  $ 70,971     $ 75,714     $ 146,685  

Accumulated impairment losses

    (61,763 )     (27,525 )     (89,288 )

Goodwill, net as of June 30, 2024

  $ 9,208     $ 48,189     $ 57,397  
Schedule of Intangible Assets and Goodwill [Table Text Block]

Other Intangible Assets

 

December 31, 2024

 

(In thousands)

 

Gross

                 
   

Carrying

   

Accumulated

   

Net

 
   

Amount

   

Amortization

   

Amount

 

Amortized Intangible Assets

                       

Customer relationships

  $ 69,573     $ 23,227     $ 46,346  

Patents

    268       268       -  

LED technology firmware, software

    24,126       17,876       6,250  

Trade name

    2,658       1,319       1,339  

Non-compete

    400       217       183  

Total Amortized Intangible Assets

    97,025       42,907       54,118  
                         

Indefinite-lived Intangible Assets

                       

Trademarks and trade names

    16,982       -       16,982  

Total indefinite-lived Intangible Assets

    16,982       -       16,982  
                         

Total Other Intangible Assets

  $ 114,007     $ 42,907     $ 71,100  

Other Intangible Assets

 

June 30, 2024

 

(In thousands)

 

Gross

                 
   

Carrying

   

Accumulated

   

Net

 
   

Amount

   

Amortization

   

Amount

 

Amortized Intangible Assets

                       

Customer relationships

  $ 69,573     $ 21,332     $ 48,241  

Patents

    268       268       -  

LED technology firmware, software

    24,126       17,058       7,068  

Trade name

    2,658       1,265       1,393  

Non-compete

    400       168       232  

Total Amortized Intangible Assets

    97,025       40,091       56,934  
                         

Indefinite-lived Intangible Assets

                       

Trademarks and trade names

    16,982       -       16,982  

Total indefinite-lived Intangible Assets

    16,982       -       16,982  
                         

Total Other Intangible Assets

  $ 114,007     $ 40,091     $ 73,916  
Finite-Lived Intangible Assets Amortization Expense [Table Text Block]
   

Three Months Ended

   

Six Months Ended

 
   

December 31

   

December 31

 

(In thousands)

 

2024

   

2023

   

2024

   

2023

 
                                 

Amortization Expense of Other Intangible Assets

  $ 1,408     $ 1,190     $ 2,816     $ 2,380  
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block]

(In thousands)

       

2025

  $ 5,739  

2026

  $ 5,733  

2027

  $ 5,512  

2028

  $ 5,125  

2029

  $ 4,497  

After 2029

  $ 30,328  
v3.25.0.1
Note 9 - Debt (Tables)
6 Months Ended
Dec. 31, 2024
Notes Tables  
Schedule of Debt [Table Text Block]
   

December 31,

   

June 30,

 

(In thousands)

 

2024

   

2024

 
                 

Secured line of credit

  $ 24,803     $ 38,766  

Term loan, net of debt issuance costs of $10 and $14, respectively

    13,383       15,463  

Total debt

  $ 38,186     $ 54,229  

Less: amounts due within one year

    3,571       3,571  

Total amounts due after one year, net

  $ 34,615     $ 50,658  
v3.25.0.1
Note 12 - Supplemental Cash Flow Information (Tables)
6 Months Ended
Dec. 31, 2024
Notes Tables  
Schedule of Cash Flow, Supplemental Disclosures [Table Text Block]
   

Six Months Ended

 

(In thousands)

 

December 31

 
   

2024

   

2023

 

Cash Payments:

               

Interest

  $ 1,460     $ 1,006  

Income taxes

  $ 2,321     $ 3,375  
                 

Non-cash investing and financing activities

               

Issuance of common shares as compensation

  $ 225     $ 225  

Issuance of common shares to fund deferred compensation plan

  $ 994     $ 943  

Issuance of common shares to fund ESPP plan

  $ 110     $ 98  
v3.25.0.1
Note 14 - Leases (Tables)
6 Months Ended
Dec. 31, 2024
Notes Tables  
Lease, Cost [Table Text Block]
   

Three Months Ended

   

Six Months Ended

 
   

December 31

   

December 31

 

(In thousands)

 

2024

   

2023

   

2024

   

2023

 
                                 

Operating lease cost

  $ 1,610     $ 993     $ 3,231     $ 1,900  

Financing lease cost:

                               

Amortization of right of use assets

    73       73       145       146  

Interest on lease liabilities

    10       14       22       28  

Variable lease cost

    -       22       7       44  

Sublease income

    -       (116 )     (39 )     (232 )

Total lease cost

  $ 1,693     $ 986     $ 3,366     $ 1,886  

Supplemental Cash Flow Information:

 

Six Months Ended

 
   

December 31

 

(In thousands)

 

2024

   

2023

 
                 

Cash flows from operating leases

               

Fixed payments - operating cash flows

  $ 3,298     $ 1,778  

Liability reduction - operating cash flows

  $ 2,813     $ 1,537  
                 

Cash flows from finance leases

               

Interest - operating cash flows

  $ 21     $ 28  

Repayments of principal portion - financing cash flows

  $ 168     $ 156  

Operating Leases:

 

December 31,

   

June 30,

 
   

2024

   

2024

 
                 

Total operating right-of-use assets

  $ 15,517     $ 15,912  
                 

Accrued expenses (Current liabilities)

  $ 5,619     $ 5,560  

Long-term operating lease liability

    10,694       11,267  

Total operating lease liabilities

  $ 16,313     $ 16,827  
                 

Weighted Average remaining Lease Term (in years)

    3.40       3.49  
                 

Weighted Average Discount Rate

    5.82 %     5.90 %

Finance Leases:

 

December 31,

   

June 30,

 
   

2024

   

2024

 
                 

Buildings under finance leases

  $ 2,033     $ 2,033  

Equipment under finance leases

    -       41  

Accumulated depreciation

    (1,355 )     (1,232 )

Total finance lease assets, net

  $ 678     $ 842  
                 

Accrued expenses (Current liabilities)

  $ 327     $ 324  

Long-term finance lease liability

    468       636  

Total finance lease liabilities

  $ 795     $ 960  
                 

Weighted Average remaining Lease Term (in years)

    2.33       2.83  
                 

Weighted Average Discount Rate

    4.86 %     4.86 %
Lessee, Leases, Liability, Maturity [Table Text Block]

Maturities of Lease Liability:

 

Operating

Lease

Liabilities

   

Finance Lease

Liabilities

   

Operating

Subleases

   

Net Lease

Commitments

 

2025

  $ 5,619     $ 327     $ (38 )   $ 5,908  

2026

    5,360       362       -       5,722  

2027

    4,337       150       -       4,487  

2028

    1,319       -       -       1,319  

2029

    972       -       -       972  

Thereafter

    489       -       -       489  

Total lease payments

  $ 18,096     $ 839     $ (38 )   $ 18,897  

Less: Interest

    (1,783 )     (44 )             (1,827 )

Present Value of Lease Liabilities

  $ 16,313     $ 795             $ 17,070  
v3.25.0.1
Note 15 - Income Taxes (Tables)
6 Months Ended
Dec. 31, 2024
Notes Tables  
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block]
   

Three Months Ended

   

Six Months Ended

 
   

December 31

   

December 31

 
   

2024

   

2023

   

2024

   

2023

 

Reconciliation of effective tax rate:

                               
                                 

Provision for income taxes at the anticipated annual tax rate

    26.7

%

    25.6

%

    26.2 %     26.3 %

Uncertain tax positions

    (1.5 )     (2.8 )     (0.2 )     (0.6 )

Deferred Income Tax Adjustment

    -       -       1.1       -  

Share-based compensation

    (2.0 )     (2.7 )     (5.8 )     (4.2 )

Effective tax rate

    23.2

%

    20.1

%

    21.3 %     21.5 %
v3.25.0.1
Note 2 - Summary of Significant Accounting Policies - Disaggregation of Revenue (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2024
Dec. 31, 2023
Net Sales $ 147,734 $ 109,005 $ 285,829 $ 232,446
Lighting Segment [Member]        
Net Sales 58,210 64,795 116,646 132,436
Lighting Segment [Member] | Transferred at Point in Time [Member]        
Net Sales 48,366 54,619 96,577 112,271
Lighting Segment [Member] | Transferred over Time [Member]        
Net Sales 9,844 10,176 20,069 20,165
Lighting Segment [Member] | LED Lighting, Digital Signage, Electronic Circuit Boards [Member]        
Net Sales 47,580 53,116 95,009 108,607
Lighting Segment [Member] | Poles, Other Display Solution Elements [Member]        
Net Sales 9,945 10,968 20,338 22,351
Lighting Segment [Member] | Project Management, Installation Services, Shipping and Handling [Member]        
Net Sales 685 711 1,299 1,478
Display Solutions Segment [Member]        
Net Sales 89,524 44,210 169,183 100,010
Display Solutions Segment [Member] | Transferred at Point in Time [Member]        
Net Sales 68,046 29,268 130,140 69,256
Display Solutions Segment [Member] | Transferred over Time [Member]        
Net Sales 21,478 14,942 39,043 30,754
Display Solutions Segment [Member] | LED Lighting, Digital Signage, Electronic Circuit Boards [Member]        
Net Sales 9,310 8,791 17,746 17,724
Display Solutions Segment [Member] | Poles, Other Display Solution Elements [Member]        
Net Sales 60,726 24,829 116,429 59,698
Display Solutions Segment [Member] | Project Management, Installation Services, Shipping and Handling [Member]        
Net Sales $ 19,488 $ 10,590 $ 35,008 $ 22,588
v3.25.0.1
Note 3 - Acquisition of EMI Industries, LLC (Details Textual) - USD ($)
2 Months Ended 3 Months Ended 6 Months Ended 12 Months Ended
Apr. 18, 2024
Jun. 30, 2024
Sep. 30, 2024
Dec. 31, 2024
Dec. 31, 2023
Jun. 30, 2024
Jun. 30, 2023
Sep. 30, 2021
Payments to Acquire Businesses, Gross       $ 59,000 $ (0)      
Line of Credit Facility, Maximum Borrowing Capacity               $ 100,000,000
Business Acquisition, Pro Forma Income (Loss) from Continuing Operations, Net of Tax           $ 36,303,000 $ 38,798,000  
Revolving Credit Facility [Member]                
Line of Credit Facility, Maximum Borrowing Capacity       $ 75,000,000       $ 75,000,000
EMI Industries [Member]                
Business Combination, Consideration Transferred $ 50,000,000              
Business Combination, Consideration Transferred, Liabilities Incurred 100,000              
Payments to Acquire Businesses, Gross 49,900,000   $ 59,000          
Business Acquisition, Transaction Costs 1,000,000              
Business Combination, Acquired Receivables, Gross Contractual Amount $ 11,900,000              
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual   $ 18,100,000            
Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual   $ 700,000            
Business Acquisition, Pro Forma Income (Loss) from Continuing Operations, Net of Tax           $ 36,300,000    
v3.25.0.1
Note 3 - Acquisition of EMI Industries, LLC - Schedule of Assets Acquired (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Jun. 30, 2024
Apr. 18, 2024
Goodwill $ 57,456 $ 57,397  
EMI Industries [Member]      
Accounts Receivable     $ 11,386
Inventory     12,246
Property, Plant and Equipment     7,719
Operating Lease Right-Of-Use Assets     8,734
Other Assets     1,176
Intangible Assets     15,670
Accounts Payable     (7,103)
Accrued Expenses     (6,308)
Operating Lease Liabilities     (5,987)
Identifiable Assets     37,533
Goodwill     12,426
Net Purchase Consideration     49,959
EMI Industries [Member] | As Initially Reported [Member]      
Accounts Receivable     11,386
Inventory     12,246
Property, Plant and Equipment     7,719
Operating Lease Right-Of-Use Assets     8,734
Other Assets     1,176
Intangible Assets     15,670
Accounts Payable     (7,103)
Accrued Expenses     (6,308)
Operating Lease Liabilities     (5,987)
Identifiable Assets     37,533
Goodwill     12,367
Net Purchase Consideration     49,900
EMI Industries [Member] | Fair Value Adjustments [Member]      
Accounts Receivable     0
Inventory     0
Property, Plant and Equipment     0
Operating Lease Right-Of-Use Assets     0
Other Assets     0
Intangible Assets     0
Accounts Payable     0
Accrued Expenses     0
Operating Lease Liabilities     0
Identifiable Assets     0
Goodwill     59
Net Purchase Consideration     $ 59
v3.25.0.1
Note 3 - Acquisition of EMI Industries, LLC - Schedule of Intangible Assets Acquired (Details) - EMI Industries [Member]
$ in Thousands
Apr. 18, 2024
USD ($)
Intangible Assets $ 15,670
Technology-Based Intangible Assets [Member]  
Finite life intangible assets acquired $ 3,160
Acquired intangible asset, useful life (Year) 7 years
Noncompete Agreements [Member]  
Finite life intangible assets acquired $ 140
Acquired intangible asset, useful life (Year) 5 years
Customer Relationships [Member]  
Finite life intangible assets acquired $ 7,490
Acquired intangible asset, useful life (Year) 20 years
Trade Names [Member]  
Indefinite life intangible assets acquired $ 4,880
v3.25.0.1
Note 3 - Acquisition of EMI Industries, LLC - Pro Forma Information (Details) - USD ($)
$ in Thousands
12 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Sales $ 535,849 $ 578,169
Gross Profit 141,788 147,967
Business Acquisition, Pro Forma Income (Loss) from Continuing Operations, Net of Tax $ 36,303 $ 38,798
v3.25.0.1
Note 4 - Segment Reporting Information (Details Textual)
6 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Number of Operating Segments 2  
Intersegment Revenue Markup Percentage 10.00%  
Revenue Benchmark [Member] | Customer Concentration Risk [Member]    
Number of Major Customers 0 0
v3.25.0.1
Note 4 - Segment Reporting Information - Summarized Financial Information by Operating Segments (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2024
Dec. 31, 2023
Net Sales $ 147,734 $ 109,005 $ 285,829 $ 232,446
Operating Income (Loss) 8,459 7,819 17,590 18,847
Capital Expenditures 1,066 1,956 1,825 3,349
Depreciation and amortization 3,018 2,357 5,958 4,728
Corporate and Eliminations [Member]        
Operating Income (Loss) (5,640) (4,339) (9,975) (9,283)
Capital Expenditures 28 276 28 288
Depreciation and amortization 81 75 174 161
Lighting Segment [Member]        
Net Sales 58,210 64,795 116,646 132,436
Lighting Segment [Member] | Operating Segments [Member]        
Operating Income (Loss) 5,972 8,856 11,731 17,609
Capital Expenditures 509 1,151 1,221 2,013
Depreciation and amortization 1,281 1,293 2,493 2,602
Display Solutions Segment [Member]        
Net Sales 89,524 44,210 169,183 100,010
Display Solutions Segment [Member] | Operating Segments [Member]        
Operating Income (Loss) 8,127 3,302 15,834 10,521
Capital Expenditures 529 529 576 1,048
Depreciation and amortization $ 1,656 $ 989 $ 3,291 $ 1,965
v3.25.0.1
Note 4 - Segment Reporting Information - Identifiable Assets by Segment (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Jun. 30, 2024
Total Assets $ 344,545 $ 348,800
Corporate and Eliminations [Member]    
Total Assets 9,715 9,857
Lighting Segment [Member] | Operating Segments [Member]    
Total Assets 119,006 130,695
Display Solutions Segment [Member] | Operating Segments [Member]    
Total Assets $ 215,824 $ 208,248
v3.25.0.1
Note 4 - Segment Reporting Information - Intersegment Revenues (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2024
Dec. 31, 2023
Net sales $ 147,734 $ 109,005 $ 285,829 $ 232,446
Lighting Segment [Member]        
Net sales 58,210 64,795 116,646 132,436
Display Solutions Segment [Member]        
Net sales 89,524 44,210 169,183 100,010
Intersegment Eliminations [Member] | Lighting Segment [Member]        
Net sales 6,053 5,286 12,037 12,150
Intersegment Eliminations [Member] | Display Solutions Segment [Member]        
Net sales $ 133 $ (15) $ 304 $ 440
v3.25.0.1
Note 5 - Earnings per Common Share - Basic and Diluted Earnings Per Share (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
3 Months Ended 6 Months Ended
Dec. 31, 2024
Sep. 30, 2024
Dec. 31, 2023
Sep. 30, 2023
Dec. 31, 2024
Dec. 31, 2023
Net Income $ 5,647 $ 6,682 $ 5,906 $ 8,028 $ 12,329 $ 13,934
Weighted average shares outstanding during the period, net of treasury shares (in shares) 28,848   27,979   28,681 27,858
Weighted average vested restricted stock units outstanding (in shares) 1,010   969   999 954
Weighted average shares outstanding (in shares) 29,930   29,024   29,761 28,890
Basic earnings per common share (in dollars per share) $ 0.19   $ 0.2   $ 0.41 $ 0.48
Basic (in shares) 29,930   29,024   29,761 28,890
Impact of common shares to be issued under stock option plans, and contingently issuable shares, if any (in shares) [1] 946   1,019   948 1,059
Weighted average shares outstanding (in shares) 30,876   30,043   30,709 29,949
Diluted earnings per common share (in dollars per share) $ 0.18   $ 0.2   $ 0.4 $ 0.47
Anti-dilutive securities (b) (in shares) [2] 265   0   265 0
Restricted Stock Units (RSUs) [Member]            
Weighted average vested restricted stock units outstanding (in shares) 72   76   81 78
[1] 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.
[2] Anti-dilutive securities were excluded from the computation of diluted net income per share for the three and six months ended December 31, 2024, and December 31, 2023, because the exercise price was greater than the average fair market price of the common shares or because the assumed proceeds from the award’s exercise or vesting was greater than the average fair market price of the common shares.
v3.25.0.1
Note 6 - Inventories, Net - Inventories (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Jun. 30, 2024
Raw materials $ 49,388 $ 52,644
Work-in-progress 6,891 6,244
Finished goods 13,147 12,025
Total Inventories $ 69,426 $ 70,913
v3.25.0.1
Note 7 - Accrued Expenses - Accrued Expenses (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Jun. 30, 2024
Customer prepayments $ 8,714 $ 8,475
Compensation and benefits 9,110 9,704
Accrued warranty 6,653 6,623
Operating lease liabilities 5,619 5,560
Accrued sales commissions 2,691 3,937
Accrued freight 2,353 2,270
Accrued FICA 492 513
Finance lease liabilities 327 324
Other accrued expenses 6,696 6,038
Total Accrued Expenses $ 42,655 $ 43,444
v3.25.0.1
Note 8 - Goodwill and Other Intangible Assets (Details Textual)
6 Months Ended
Dec. 31, 2024
Number of Reporting Units 3
Lighting Segment [Member]  
Number of Reporting Units 1
Display Solutions Segment [Member]  
Number of Reporting Units 2
v3.25.0.1
Note 8 - Goodwill and Other Intangible Assets - Goodwill (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Jun. 30, 2024
Goodwill $ 146,744 $ 146,685
Accumulated impairment losses (89,288) (89,288)
Goodwill, net 57,456 57,397
Lighting Segment [Member]    
Goodwill 70,971 70,971
Accumulated impairment losses (61,763) (61,763)
Goodwill, net 9,208 9,208
Display Solutions Segment [Member]    
Goodwill 75,773 75,714
Accumulated impairment losses (27,525) (27,525)
Goodwill, net $ 48,248 $ 48,189
v3.25.0.1
Note 8 - Goodwill and Other Intangible Assets - Other Intangible Assets (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Jun. 30, 2024
finite lived, gross $ 97,025 $ 97,025
finite lived, accumulated amortization 42,907 40,091
finite lived, net 54,118 56,934
indefinite lived 16,982 16,982
Total Other Intangible Assets 114,007 114,007
Other intangible assets, net 71,100 73,916
Trademarks and Trade Names [Member]    
indefinite lived 16,982 16,982
Customer Relationships [Member]    
finite lived, gross 69,573 69,573
finite lived, accumulated amortization 23,227 21,332
finite lived, net 46,346 48,241
Patents [Member]    
finite lived, gross 268 268
finite lived, accumulated amortization 268 268
finite lived, net 0 0
LED Technology Firmware Software [Member]    
finite lived, gross   24,126
finite lived, accumulated amortization   17,058
finite lived, net   7,068
Trade Names [Member]    
finite lived, gross 2,658 2,658
finite lived, accumulated amortization 1,319 1,265
finite lived, net 1,339 1,393
Noncompete Agreements [Member]    
finite lived, gross 400 400
finite lived, accumulated amortization 217 168
finite lived, net 183 $ 232
Technology-Based Intangible Assets [Member]    
finite lived, gross 24,126  
finite lived, accumulated amortization 17,876  
finite lived, net $ 6,250  
v3.25.0.1
Note 8 - Goodwill and Other Intangible Assets - Amortization Expense of Other Intangible Assets (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2024
Dec. 31, 2023
Amortization Expense of Other Intangible Assets $ 1,408 $ 1,190 $ 2,816 $ 2,380
v3.25.0.1
Note 8 - Goodwill and Other Intangible Assets - Future Amortization Expense (Details)
$ in Thousands
Dec. 31, 2024
USD ($)
2025 $ 5,739
2026 5,733
2027 5,512
2028 5,125
2029 4,497
After 2029 $ 30,328
v3.25.0.1
Note 9 - Debt (Details Textual) - USD ($)
$ in Millions
1 Months Ended 3 Months Ended
Sep. 30, 2021
Dec. 31, 2024
Line of Credit Facility, Maximum Borrowing Capacity $ 100.0  
Minimum [Member]    
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage 0.15%  
Maximum [Member]    
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage 0.25%  
Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member]    
Debt Instrument, Basis Spread on Variable Rate 0.50%  
Secured Overnight Financing Rate (SOFR) [Member]    
Debt Instrument, Basis Spread on Variable Rate 1.00% 1.00%
Secured Overnight Financing Rate (SOFR) [Member] | Minimum [Member]    
Debt Instrument, Basis Spread on Variable Rate 1.00%  
Secured Overnight Financing Rate (SOFR) [Member] | Maximum [Member]    
Debt Instrument, Basis Spread on Variable Rate 2.25%  
Base Rate [Member] | Minimum [Member]    
Debt Instrument, Basis Spread on Variable Rate 0.00%  
Base Rate [Member] | Maximum [Member]    
Debt Instrument, Basis Spread on Variable Rate 1.25%  
Revolving Credit Facility [Member]    
Line of Credit Facility, Maximum Borrowing Capacity $ 75.0 $ 75.0
Debt Instrument, Interest Rate, Effective Percentage   5.70%
Line of Credit Facility, Remaining Borrowing Capacity   $ 50.2
Term Loan [Member]    
Debt Instrument, Face Amount 25.0  
Debt Instrument, Annual Principal Payment $ 3.6  
Debt Instrument, Term 5 years  
v3.25.0.1
Note 9 - Debt - Debt (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Jun. 30, 2024
Secured line of credit $ 24,803 $ 38,766
Long Term Debt 38,186 54,229
Less: amounts due within one year 3,571 3,571
Total amounts due after one year, net 34,615 50,658
Term Loan [Member]    
Long Term Debt $ 13,383 $ 15,463
v3.25.0.1
Note 9 - Debt - Debt (Details) (Parentheticals) - USD ($)
$ in Thousands
Dec. 31, 2024
Sep. 30, 2024
Term Loan [Member]    
Debt Issuance Costs, Net $ 10 $ 14
v3.25.0.1
Note 10 - Cash Dividends (Details Textual) - USD ($)
$ / shares in Units, $ in Millions
1 Months Ended 6 Months Ended
Jan. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Payments of Dividends, Total   $ 3.0 $ 2.8
Dividends Payable   $ 0.2 $ 0.1
Annual Indicated per Share Dividend Rate   $ 0.2  
O2025Q3 Dividends [Member] | Subsequent Event [Member]      
Quarterly Indicated Per Share Dividend Rate $ 0.05    
Dividends Payable, Date to be Paid Feb. 11, 2025    
Dividends Payable, Date of Record Feb. 03, 2025    
v3.25.0.1
Note 11 - Equity Compensation (Details Textual) - USD ($)
$ / shares in Units, $ in Millions
1 Months Ended 3 Months Ended 6 Months Ended
Nov. 30, 2022
Dec. 31, 2024
Sep. 30, 2024
Dec. 31, 2023
Dec. 31, 2024
Dec. 31, 2023
Nov. 30, 2021
Share-Based Payment Arrangement, Expense   $ 1.1   $ 0.8 $ 2.2 $ 2.0  
LSi Employee Stock Purchase Plan (ESPP) [Member]              
Employee Stock Ownership Plan (ESOP), Number of Allocated Shares   234,000     234,000   270,000
Employee Stock Ownership Plan (ESOP), Discount Percentage             10.00%
Employee Stock Ownership Plan (ESOP), Shares Contributed to ESOP         8,000    
The 2019 Omnibus Award Plan [Member]              
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Additional Shares Authorized (in shares) 2,350,000            
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Available for Grant   1,403,708     1,403,708    
The 2019 Omnibus Award Plan [Member] | Restricted Stock Units (RSUs) [Member]              
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period         3 years    
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period     107,217        
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value (in dollars per share)     $ 14.92        
The 2019 Omnibus Award Plan [Member] | Performance Shares [Member]              
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period     160,826        
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value (in dollars per share)     $ 14.92        
v3.25.0.1
Note 12 - Supplemental Cash Flow Information - Supplemental Cash Flow Information (Details) - USD ($)
$ in Thousands
6 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Interest $ 1,460 $ 1,006
Income taxes 2,321 3,375
Issuance of common shares as compensation 225 225
Issuance of common shares to fund deferred compensation plan 994 943
Issuance of common shares to fund ESPP plan $ 110 $ 98
v3.25.0.1
Note 13 - Commitments and Contingencies (Details Textual)
$ in Thousands
Dec. 31, 2024
USD ($)
Standby Letters of Credit [Member]  
Letters of Credit Outstanding, Amount $ 0
v3.25.0.1
Note 14 - Leases (Details Textual)
6 Months Ended
Dec. 31, 2024
Minimum [Member]  
Lessee, Leases, Remaining Term 1 year
Maximum [Member]  
Lessee, Leases, Remaining Term 7 years
v3.25.0.1
Note 14 - Leases - Operating Lease Information (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2024
Dec. 31, 2023
Jun. 30, 2024
Operating lease cost $ 1,610 $ 993 $ 3,231 $ 1,900  
Total operating right-of-use assets 15,517   15,517   $ 15,912
Buildings under finance leases 2,033   2,033   2,033
Fixed payments - operating cash flows     3,298 1,778  
Operating lease liabilities 5,619   5,619   5,560
Liability reduction - operating cash flows     2,813 1,537  
Long-term operating lease liability 10,694   10,694   11,267
Accumulated depreciation (1,355)   (1,355)   (1,232)
Amortization of right of use assets 73 73 145 146  
Interest - operating cash flows     21 28  
Total operating lease liabilities 16,313   16,313   16,827
Total finance lease assets, net $ 678   678   $ 842
Repayments of principal portion - financing cash flows     $ 168 156  
Weighted Average remaining Lease Term (in years) (Year) 3 years 4 months 24 days   3 years 4 months 24 days   3 years 5 months 26 days
Accrued expenses (Current liabilities) $ 327   $ 327   $ 324
Interest on lease liabilities $ 10 14 $ 22 28  
Weighted Average Discount Rate 5.82%   5.82%   5.90%
Long-term finance lease liability $ 468   $ 468   $ 636
Total finance lease liabilities 795   795   $ 960
Variable lease cost $ 0 22 $ 7 44  
Weighted Average remaining Lease Term (in years) (Year) 2 years 3 months 29 days   2 years 3 months 29 days   2 years 9 months 29 days
Weighted Average Discount Rate 4.86%   4.86%   4.86%
Sublease income $ 0 (116) $ (39) (232)  
Total lease cost 1,693 $ 986 3,366 $ 1,886  
Buildings Under Finance Leases [Member]          
Buildings under finance leases 2,033   2,033   $ 2,033
Equipment Under Finance Leases [Member]          
Buildings under finance leases $ 0   $ 0   $ 41
v3.25.0.1
Note 14 - Leases - Maturities of Lease Liability (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Jun. 30, 2024
2025, operating lease $ 5,619  
2025, finance lease 327  
2025, operating sublease (38)  
2025, net lease commitments 5,908  
2026, operating lease 5,360  
2026, finance lease 362  
2026, operating sublease 0  
2026, net lease commitments 5,722  
2027, operating lease 4,337  
2027, finance lease 150  
2027, operating sublease 0  
2027, net lease commitments 4,487  
2028, operating lease 1,319  
2028, finance lease 0  
2028, operating subleases 0  
2028, net lease commitments 1,319  
2029, operating lease 972  
2029, finance lease 0  
2029, operating subleases 0  
2029, net lease commitments 972  
Thereafter, operating lease 489  
Thereafter, finance lease 0  
Thereafter, operating subleases 0  
Thereafter, net lease commitments 489  
Total lease payments, operating lease 18,096  
Total lease payments, finance lease 839  
Total lease payments, operating sublease 38  
Total lease payments, net lease commitments 18,897  
Less: Interest, operating lease (1,783)  
Less: Interest, finance lease (44)  
Less: Interest, net lease commitments (1,827)  
Present Value of Lease Liabilities, operating lease 16,313 $ 16,827
Present Value of Lease Liabilities, finance lease 795 $ 960
Present Value of Lease Liabilities, net lease commitments $ 17,070  
v3.25.0.1
Note 15 - Income Taxes - Reconciliation of Income Tax Rate (Details)
3 Months Ended 6 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2024
Dec. 31, 2023
Provision for income taxes at the anticipated annual tax rate 26.70% 25.60% 26.20% 26.30%
Uncertain tax positions (1.50%) (2.80%) (0.20%) (0.60%)
Deferred Income Tax Adjustment 0.00% 0.00% 1.10% 0.00%
Share-based compensation 2.00% 2.70% 5.80% 4.20%
Effective tax rate 23.20% 20.10% 21.30% 21.50%

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