8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) August 19, 2021

LSI INDUSTRIES INC.

(Exact name of Registrant as Specified in its Charter)

Ohio	01-13375	31-0888951
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

10000 Alliance Road, Cincinnati, Ohio	45242
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code (513) 793-3200

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17CFR §240.12b-2 of this chapter).

Emerging growth 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 ☐

Item 2.02 Results of Operation and Financial Condition.

On August 19, 2021, LSI Industries Inc. (“LSI” or the “Company”) issued a press release announcing operating results for the fiscal quarter and fiscal year ending June 30, 2021. A copy of the press release is furnished with this Form 8-K as Exhibit 99.1 and is incorporated by reference herein.

Item 7.01. Regulation FD Disclosure.

On August 19, 2021, LSI is hosting a conference call for the benefit of its investors to discuss the results set forth in the press release described in Item 2.02 above. A copy of the presentation, which is available at www.lsicorp.com, related to this conference call is attached as Exhibit 99.2 to this report and is incorporated by reference herein.

LSI’s presentation discloses certain financial results both in accordance with generally accepted accounting principles (“GAAP”) and on a non-GAAP basis with adjustments for certain items. LSI’s management believes that presentation of these non-GAAP financial measures and their related reconciliations are useful to investors because the non-GAAP financial measures provide investors with a basis for comparing the results to financial results from prior periods.

Information in the presentation contains forward-looking statements regarding future events and performance of LSI. All such forward-looking statements are based largely on LSI’s experience and perception of current conditions, trends, expected future developments and other factors, and on management’s expectations, and are subject to risks and uncertainties that could cause actual results to differ materially, including, but not limited to, those factors described in the presentation and in LSI’s filings with the Securities and Exchange Commission. LSI disclaims any intention or obligation to update or revise any financial or other projections or other forward-looking statements, whether because of new information, future events or otherwise.

The information in each of Item 2.02 and Item 7.01 of this Form 8-K and in the press release attached as Exhibit 99.1 and the presentation attached as Exhibit 99.2 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in each of Item 2.02 and Item 7.01 of this Form 8-K and each of Exhibit 99.1 and Exhibit 99.2 shall not be incorporated by reference in any filing (whether made before or after the date hereof) or any other document under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in any such filing, except as shall be expressly set forth by specific reference in any such filing or document.

Item 9.01 Financial Statements and Exhibits.

(d)    Exhibits

Exhibit No.	Description
99.1	Press Release of LSI Industries Inc. dated August 19, 2021 reporting financial results
99.2	Conference Call Presentation
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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

LSI INDUSTRIES INC.

BY:/s/ James E. Galeese

James E. Galeese

Executive Vice President, Chief Financial Officer

Dated: August 19, 2021

EX-99.1

Exhibit 99.1

LSI INDUSTRIES REPORTS FOURTH QUARTER AND FULL-YEAR FISCAL 2021 RESULTS

AND DECLARES QUARTERLY CASH DIVIDEND

CINCINNATI, OH, August 19, 2021 -- LSI Industries Inc. (NASDAQ: LYTS, or the “Company”) a leading U.S. based manufacturer of commercial lighting and display solutions, today announced results for the fourth quarter and full-year fiscal 2021.

FOURTH QUARTER 2021 SUMMARY

● Net Sales increased 53% versus Prior Year, organic sales increased 39%

● Completed acquisition of JSI Store Fixtures on May 21,2021

● Net Income of $0.2 million; Adjusted Net Income of $3.3 million

● Diluted EPS of $0.01, including $0.08 of acquisition related expense

● Adjusted EPS $0.12 versus $0.07 prior year

FISCAL YEAR 2021 SUMMARY

● Net Sales increased 3% from prior year to $316 million

● Net Income of $5.9 million; Adjusted Net Income of $9.8 million

● Diluted EPS of $0.21; Adjusted EPS of $0.36 versus $0.15 prior year

● EBITDA of $16.1 million; Adjusted EBITDA of $21.1 million

● Free Cash Flow $25.8 million

LSI generated significant year-over-year growth in net sales and profitability during the fiscal fourth quarter, capitalizing on both improved demand across both its lighting and display markets while continuing to expand its presence within higher growth, higher-margin verticals. Fourth quarter and fiscal 2021 results include approximately five weeks of financial contributions from the JSI Store Fixtures (“JSI”) acquisition completed on May 21, 2021.

The Company reported net income of $0.2 million, or $0.01 per diluted share in the fourth quarter 2021, versus net income of $1.5 million, or $0.06 per diluted share, in the prior year period. Fourth quarter 2021 results include $2.9 million or $0.08 per share of JSI acquisition related expenses.

LSI reported adjusted net income of $3.3 million, or $0.12 per diluted share, compared to $1.8 million or $0.07 per diluted share in the prior period. A reconciliation of GAAP and non-GAAP financial results is included in this press release.

LSI Industries Fourth Quarter and Full-Year Fiscal 2021 Results

August 19, 2021

For the twelve months ended June 30, 2021, LSI reported net income of $5.9 million, or $0.21 per diluted share versus net income of $9.6 million or $0.36 per share in the prior year. Prior year results include an $8.5 million pre-tax gain on sale of facilities. On an adjusted basis, the Company reported net income of $9.8 million, or $0.36 per diluted share in fiscal 2021, versus $4.1 million, or $0.15 per share in fiscal 2020. LSI generated Adjusted EBITDA of $21.1 million in fiscal 2021, versus $15.6 million in the prior year.

As of June 30, 2021, the Company had $68 million in long-term debt, including borrowings related to the purchase of JSI, resulting in a ratio of net debt to pro forma trailing twelve month Adjusted EBITDA of 2.5x. At the end of the fourth quarter, LSI had $32 million available under its $100 million credit facility due fiscal 2026.

The Company declared a regular cash dividend of $0.05 per share payable on September 7, 2021, to shareholders of record on August 30, 2021.

MANAGEMENT COMMENTARY

James A. Clark, President and Chief Executive Officer commented, “We have continued to expand our presence within growing, high-value lighting and display markets, while positioning the business to capitalize on early indications of a broader sector recovery. Our collective focus on launching new products, customer engagement, technological innovation and operational discipline contributed to strong year-over year growth in adjusted EBITDA and profitability during both the fourth quarter and full-year fiscal 2021, creating significant momentum as we look ahead to fiscal 2022.

“The LSI team delivered 39% year-over-year organic sales growth in the fourth quarter, and 22% sequential growth from the third quarter, a tribute to the diligent execution efforts of our more than 1,100 employees. We successfully navigated various supply chain disruptions during the quarter, while continuing to leverage our North American design and manufacturing capabilities to service our diverse customer base.

“In May, we completed the acquisition of JSI, a transaction that serves to materially increase our total addressable market opportunity within the growing grocery and convenience store verticals, while driving meaningful revenue synergies across our combined product portfolio. This business combination creates a leading integrated provider of lighting and display solutions to the North American grocery, convenience, and specialty store channels, one uniquely positioned to capitalize on a multi-year period of growth and investment in these markets.”” continued Clark.

“Both the LSI and JSI teams have demonstrated professionalism and leadership throughout the business combination, resulting in a seamless integration process. We are exceptionally pleased with the high-caliber of our new colleagues, their customer-centric culture, and their commitment to product innovation, all of which aligns with how we do business. In the short period since closing on the transaction, our integration team has identified incremental revenue synergies, together with immediate cost savings not previously identified.

Page 2 of 10

LSI Industries Fourth Quarter and Full-Year Fiscal 2021 Results

August 19, 2021

“We have renamed the “Graphics” segment to “Display Solutions” to reflect the comprehensive offering the business combination provides. Beginning with these fourth quarter results, we will publish under the “Lighting” and “Display Solutions” segments” noted Clark.

“Fiscal fourth quarter sales for our Display Solutions segment increased 93% versus prior year, reflecting organic growth of 54% with five weeks of JSI sales contributing the balance. Organic growth was led by our digital signage offering, which continues to benefit from our large QSR program that remains in- process. The program was approximately 40% complete at the end of June. Separately, we have continued to increase our book of business with a fast-growing grocery chain in the Southwest, where we are providing a broad range of display products. On balance, development activity on potential new programs across multiple verticals and customers remains robust. Display Solutions generated strong results in the period, with operating income of $3.7 million, or 70% above the prior-year period.

“The Lighting segment generated sales growth of 30% in the fiscal fourth quarter, with significant increases in both project business and sales through distributor stock. Distributor stock sales increased more than 50% on a year-on-year basis, driven by increased current demand, and confidence by distributors to increase stock levels which were significantly reduced during the pandemic. Project quotation activity also remains very strong, particularly with respect to our recently expanded High Bay product range, as well as the recently introduced Opulence™ architectural area lighting family of products, which will complement our current Mirada™ commercial line. Operating income for the Lighting segment increased significantly versus the prior year period, driven by increased sales volume and gross margin rate expansion.

“We are well positioned entering fiscal 2022,” noted Clark. “The cross-selling opportunities between LSI and JSI are significant, creating a pathway for multi-year growth. These acquisition-related synergies, together with organic investments in sales, marketing, and new products, positions us to create substantial value for our customers, employees and investors,” concluded Clark.

CONFERENCE CALL

A conference call will be held today at 11:00 A.M. ET to review the Company’s financial results and conduct a question-and-answer session.

A webcast of the conference call and accompanying presentation materials will be available in the Investor Relations section of LSI Industries’ website at www.lsicorp.com. Individuals can also participate by teleconference dial-in. To listen to a live broadcast, go to the site at least 15 minutes prior to the scheduled start time to register, download and install any necessary audio software.

Details of the conference call are as follows:

Call Dial-In:	877-407-4018
Conference ID:	13721147
Call Replay:	844-512-2921
Replay Passcode:	13721147

Page 3 of 10

LSI Industries Fourth Quarter and Full-Year Fiscal 2021 Results

August 19, 2021

A replay of the conference call will be available between August 19, 2021 and September 2, 2021.  To listen to a replay of the teleconference via webcast, please visit the Investor Relations section of LSI Industries’ website at www.lsicorp.com

ABOUT LSI INDUSTRIES

Headquartered in Greater Cincinnati, LSI is a publicly held company traded over the NASDAQ Stock Exchange under the symbol LYTS. The company manufactures non-residential lighting and retail display solutions. Non-residential lighting consists of high-performance, American-made lighting solutions. The Company’s strength in outdoor lighting applications creates opportunities for it to introduce additional solutions to its valued customers. Retail display solutions consist of graphics solutions, digital signage and technically advanced food display equipment for strategic vertical markets. LSI’s team of internal specialists also provide comprehensive project management services in support of large-scale product rollouts. The company employs about 1,400 people at 11 manufacturing plants in the U.S. and Canada. Additional information about LSI is available at www.lsicorp.com.

FORWARD-LOOKING STATEMENTS

For details on the uncertainties that may cause our actual results to be materially different than those expressed in our forward-looking statements, visit https://investors.lsicorp.com as well as our Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q which contain risk factors. 

INVESTOR & MEDIA CONTACT

Noel Ryan, IRC

720.778.2415

LYTS@vallumadvisors.com

Page 4 of 10

LSI Industries Fourth Quarter and Full-Year Fiscal 2021 Results

August 19, 2021

Financial Highlights

Three Months Ended June 30								(Unaudited)	Twelve Months Ended June 30
2021			2020		% Change			(In thousands, except per share data)	2021			2020			% Change
$	97,015		$	63,470		53	%	Net Sales	$	315,612		$	305,558			3	%
	1,046			1,846		-43	%	Operating Income as reported		8,030			13,076			-39	%
	2,938			-				Acquisition costs		2,938			-
	660			105				Stock compensation expense		1,977			599
	20			273				Severance costs		41			346
	(17	)		329				Restructuring and plant closure costs (gains)		(14	)		(7,038	)
$	4,647		$	2,553		82	%	Operating Income as adjusted	$	12,972		$	6,983			86	%
$	198		$	1,513		-87	%	Net Income as reported	$	5,868		$	9,592			-39	%
$	3,315		$	1,825		82	%	Net Income as adjusted	$	9,763		$	4,089			139	%
$	0.01		$	0.06		-83	%	Earnings per share (diluted) as reported	$	0.21		$	0.36			-42	%
$	0.12		$	0.07		71	%	Earnings per share (diluted) as adjusted	$	0.36		$	0.15			140	%

	(amounts in thousands)
	June 30,		June 30,
	2021		2020
Working Capital	$	54,113	$	51,209
Total Assets	$	286,821	$	172,263
Long-Term Debt	$	68,178	$	-
Other Long-Term Liabilities	$	16,578	$	11,914
Shareholders' Equity	$	131,170	$	125,700

Three Months Ended June 30, 2021 Results

Net sales for the three months ended June 30, 2021 were $97.0 million, up 53% from the three months ended June 30, 2020 net sales of $63.5 million. Lighting Segment net sales of $52.7 million increased 30% and Display Solutions Segment net sales of $44.3 million increased 93% from last year’s fourth quarter net sales. Net income for the three months ended June 30, 2021 was $0.2 million, or $0.01 per share, compared to $1.5 million or $0.06 per share for the three months ended June 30, 2020. Earnings per share represents diluted earnings per share.

Twelve Months Ended June 30, 2021 Results

Net sales for the twelve months ended June 30, 2021 were $315.6 million, up 3% from the twelve months ended June 30, 2020 net sales of $305.6 million. Lighting Segment net sales of $189.0 million decreased 8% and Display Solutions Segment net sales of $126.6 million increased 27% from last year’s net sales. Net income for the twelve months ended June 30, 2021 was $5.9 million, or $0.21 per share, compared to $9.6 million or $0.36 per share for the twelve months ended June 30, 2020. Earnings per share represents diluted earnings per share.

Page 5 of 10

LSI Industries Fourth Quarter and Full-Year Fiscal 2021 Results

August 19, 2021

Balance Sheet

The balance sheet at June 30, 2021 included current assets of $125.0 million, current liabilities of $70.9 million and working capital of $54.1 million, which includes cash of $2.3 million. The current ratio was 1.8 to 1. The balance sheet also included shareholders’ equity of $131.2 million and long-term debt of $68.2 million. It is the Company’s priority to continuously generate sufficient cash flow, coupled with an approved credit facility, to adequately fund operations.

Cash Dividend Actions

The Board of Directors declared a regular quarterly cash dividend of $0.05 per share in connection with the third quarter of fiscal 2021, payable September 7, 2021 to shareholders of record as of the close of business on August 30, 2021. The indicated annual cash dividend rate is $0.20 per share. The Board of Directors has adopted a policy regarding dividends which provides that dividends will be determined by the Board of Directors in its discretion based upon its evaluation of earnings both on a GAAP and non-GAAP basis, cash flow requirements, financial condition, debt levels, stock repurchases, future business developments and opportunities, and other factors deemed relevant by the Board.

Non-GAAP Financial Measures

This press release includes adjustments to GAAP operating income, net income and earnings per share for the three and twelve months ended June 30, 2021 and 2020. Operating income, net income and earnings per share, which exclude the impact of acquisition costs, stock compensation expense, severance costs and restructuring and plant closure costs (gains), are non-GAAP financial measures. We exclude these items because we believe they are not representative of the ongoing results of operations of the business. Also included in this press release are non-GAAP financial measures, including Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA and 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 and Organic Sales Growth.

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LSI Industries Fourth Quarter and Full-Year Fiscal 2021 Results

August 19, 2021

Three Months Ended												Twelve Months Ended
June 30												June 30
2021					2020						(In thousands, except per share data)	2021					2020
			Diluted					Diluted							Diluted					Diluted
			EPS					EPS			Reconciliation of net income to adjusted net income				EPS					EPS
$	198		$	0.01	$	1,513		$	0.06		Net Income as reported	$	5,868		$	0.21	$	9,592		$	0.36
	2,161			0.08		-			-		Acquisition costs		2,161			0.08		-			-
	485			0.02		74			-		Stock compensation expense		1,497			0.05		447			0.02
	15			-		192			0.01		Severance costs		32			-		252			0.01
	(13	)		-		231			0.01		Restructuring and plant closure costs (gains)		(11	)		-		(5,557	)		(0.21	)
	468			0.02		(185	)		(0.01	)	Tax impact due to the change in the estimated annual tax rate used for GAAP reporting purposes		216			0.01		(645	)		(0.02	)
$	3,315		$	0.12	$	1,825		$	0.07		Net Income adjusted	$	9,763		$	0.36	$	4,089		$	0.15

NOTE: All adjustments are net of tax except for the adjustment of the tax impact from the change in the estimated annual tax rate

Three Months Ended								(Unaudited; In thousands)	Twelve Months Ended
			June 30					EBITDA and Adjusted EBITDA				June 30
2021			2020		% Change				2021			2020			% Change
$	1,046		$	1,846		-43	%	Operating Income as reported	$	8,030		$	13,076			-39	%
	2,171			2,023				Depreciation and Amortization		8,114			8,654
$	3,217		$	3,869		-17	%	EBITDA	$	16,144		$	21,730			-26	%
	2,938			-				Acquisition costs		2,938			-
	660			105				Stock compensation expense		1,977			599
	20			273				Severance costs		41			346
	(17	)		329				Restructuring and plant closure costs (gains)		(14	)		(7,038	)
$	6,818		$	4,576		49	%	Adjusted EBITDA	$	21,086		$	15,637			35	%

Three Months Ended									(Unaudited; In thousands)	Twelve Months Ended
			June 30						Free Cash Flow				June 30
2021			2020			% Change				2021			2020			% Change
$	3,375		$	12,613			-73	%	Cash Flow From Operations	$	28,009		$	29,710			-6	%
	-			118					Proceeds from Sale of Fixed Assets		-			20,150
	(716	)		(1,201	)				Capital Expenditures		(2,233	)		(2,739	)
$	2,659		$	11,530			-77	%	Free Cash Flow	$	25,776		$	47,121			-45	%

Page 7 of 10

LSI Industries Fourth Quarter and Full-Year Fiscal 2021 Results

August 19, 2021

Reconciliation of net sales to organic net sales

	Q4 2020		Q4 2021		% Variance			Q3 2021		Q4 2021		% Variance
Lighting Segment	$	40,559	$	52,729		30.0	%	$	45,740	$	52,729		15.3	%
Display Solutions Segment	$	22,911	$	44,286		93.3	%	$	26,464	$	44,286		67.3	%
Total Net Sales	$	63,470	$	97,015		52.9	%	$	72,204	$	97,015		34.4	%
Less:
JSI		-		9,084					-		9,084
Total Organic Net Sales	$	63,470	$	87,931		38.5	%	$	72,204	$	87,931		21.8	%

	Q4 2020		Q4 2021		% Variance
Display Solutions Segment	$	22,911	$	44,286		93.3	%
Less:
JSI		-		9,084
Total Display Solutions Segment Organic Net Sales	$	22,911	$	35,202		53.6	%

Page 8 of 10

LSI Industries Fourth Quarter and Full-Year Fiscal 2021 Results

August 19, 2021

Condensed Consolidated Statement of Operations

Three Months Ended June 30						(Unaudited)	Twelve Months Ended June 30
2021			2020			(In thousands, except per share data)	2021			2020
$	97,015		$	63,470		Net Sales	$	315,612		$	305,558
	74,118			47,386		Cost of Products Sold		236,637			230,944
	10			93		Severance Costs		15			104
	(17	)		222		Restructuring (Gains) Costs		(14	)		980
	22,904			15,769		Gross Profit		78,974			73,530
	21,848			13,738		Selling and Administrative Costs		70,918			68,783
	10			180		Severance Costs		26			242
	-			5		Restructuring Costs (Gains)		-			(8,571	)
	1,046			1,846		Operating Income		8,030			13,076
	44			(120	)	Other Expense (Income)		(153	)		513
	96			78		Interest Expense, net		267			870
	906			1,888		Income Before Taxes		7,916			11,693
	708			375		Income Tax		2,048			2,101
$	198		$	1,513		Net Income	$	5,868		$	9,592
						Weighted Average Common Shares Outstanding
	26,846			26,355		Basic		26,692			26,274
	27,719			26,649		Diluted		27,440			26,473
						Earnings Per Share
$	0.01		$	0.06		Basic	$	0.22		$	0.37
$	0.01		$	0.06		Diluted	$	0.21		$	0.36

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LSI Industries Fourth Quarter and Full-Year Fiscal 2021 Results

August 19, 2021

Condensed Balance Sheet

	(amounts in thousands)
	June 30,		June 30,
	2021		2020
Current Assets	$	125,008	$	85,858
Property, Plant and Equipment, net		30,552		26,535
Other Assets		131,261		59,870
Total Assets	$	286,821	$	172,263
Current Liabilities	$	70,895	$	34,649
Long-Term Debt		68,178		-
Other Long-Term Liabilities		16,578		11,914
Shareholders' Equity		131,170		125,700
	$	286,821	$	172,263

Page 10 of 10

EX-99.2

Exhibit 99.2

XML

Document And Entity Information	Aug. 19, 2021
Document Information [Line Items]
Entity, Registrant Name	LSI INDUSTRIES INC.
Document, Type	8-K
Document, Period End Date	Aug. 19, 2021
Entity, Incorporation, State or Country Code	OH
Entity, File Number	01-13375
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
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	LYTS
Security Exchange Name	NASDAQ
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0000763532