Form 10-Q - Quarterly report [Sections 13 or 15(d)]

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 SEPTEMBER 30, 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 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 October 31, 2024, there were 29,838,315 shares of the registrant's common stock, no par value per share, outstanding.

LSI INDUSTRIES INC.

FORM 10-Q

FOR THE QUARTER ENDED SEPTEMBER 30, 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	23

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	29

ITEM 4. CONTROLS AND PROCEDURES	29

PART II. OTHER INFORMATION	30

ITEM 5. OTHER INFORMATION	30

ITEM 6. EXHIBITS	30

SIGNATURES	31

Page 2

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

LSI INDUSTRIES INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(In thousands, except per share data)	Three Months Ended
	September 30
	2024			2023

Net sales	$	138,095		$	123,441

Cost of products and services sold		104,448			86,852

Gross profit		33,647			36,589

Selling and administrative expenses		24,516			25,561

Operating income		9,131			11,028

Interest expense		875			566

Other (income)/expense		(61	)		96

Income before income taxes		8,317			10,366

Income tax expense		1,635			2,338

Net income	$	6,682		$	8,028


Earnings per common share (see Note 5)
Basic	$	0.23		$	0.28
Diluted	$	0.22		$	0.27


Weighted average common shares outstanding
Basic		29,593			28,757
Diluted		30,530			29,955

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)

(In thousands)	Three Months Ended
	September 30
	2024			2023

Net income	$	6,682		$	8,028

Foreign currency translation adjustment		(109	)		(56	)

Comprehensive income	$	6,573		$	7,972

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)

(In thousands, except shares)	September 30,			June 30,
	2024			2024

ASSETS

Current assets

Cash and cash equivalents	$	6,969		$	4,110

Accounts receivable, less allowance for credit losses of $860 and $848, respectively		80,738			78,626

Inventories		71,262			70,913

Refundable income tax		2,404			3,197

Other current assets		5,517			5,653

Total current assets		166,890			162,499

Property, plant and equipment, at cost
Land		4,010			4,010
Buildings		24,757			24,757
Machinery and equipment		75,433			74,204
Buildings under finance leases		2,033			2,033
Construction in progress		1,161			1,611
		107,394			106,615
Less accumulated depreciation		(75,172	)		(73,655	)
Net property, plant and equipment		32,222			32,960

Goodwill		57,456			57,397

Intangible assets, net		72,508			73,916

Operating lease right-of-use assets		14,958			15,912

Other long-term assets, net		5,468			6,116

Total assets	$	349,502		$	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)

(In thousands, except shares)	September 30,			June 30,
	2024			2024

LIABILITIES & SHAREHOLDERS' EQUITY

Current liabilities
Current maturities of long-term debt	$	3,571		$	3,571
Accounts payable		33,845			32,192
Accrued expenses		42,652			43,444

Total current liabilities		80,068			79,207

Long-term debt		44,118			50,658

Finance lease liabilities		553			636

Operating lease liabilities		10,782			11,267

Other long-term liabilities		2,798			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 29,795,636 and 29,222,414 shares, respectively		158,101			156,365
Treasury shares, without par value		(8,755	)		(8,895	)
Key Executive Compensation		8,755			8,895
Retained earnings		52,989			47,788
Accumulated other comprehensive income		93			202

Total shareholders' equity		211,183			204,355

Total liabilities & shareholders' equity	$	349,502		$	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)

(In thousands, except per share data)
	Common Shares					Treasury Shares						Key Executive						Accumulated Other			Total
	Number Of					Number Of						Compensation			Retained			Comprehensive			Shareholders'
	Shares		Amount			Shares			Amount			Amount			Earnings			Income (Loss)			Equity

Balance at June 30, 2023		28,488	$	148,691			(922	)	$	(7,166	)	$	7,166		$	28,548		$	339		$	177,578

Net Income		-		-			-			-			-			8,028			-			8,028
Other comprehensive (loss)		-		-			-			-			-			-			(56	)		(56	)
Board stock compensation		9		113			-			-			-			-			-			113
ESPP stock awards		3		57			-			-			-			-			-			57
Restricted stock units issued, net of shares withheld for tax withholdings		276		-			-			-			-			-			-			-
Shares issued for deferred compensation		32		438			-			-			-			-			-			438
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	$	151,068			(952	)	$	(7,583	)	$	7,583		$	35,196		$	283		$	186,547


Balance at June 30, 2024		29,222	$	156,365			(1,036	)	$	(8,895	)	$	8,895		$	47,788		$	202		$	204,355

Net Income		-		-			-			-			-			6,682			-			6,682
Other comprehensive (loss)		-		-			-			-			-			-			(109	)		(109	)
Board stock compensation		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		$	52,989		$	93		$	211,183

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)

	Three Months Ended
(In thousands)	September 30
	2024			2023
Cash Flows from Operating Activities
Net income	$	6,682		$	8,028
Non-cash items included in net income
Depreciation and amortization		2,940			2,371
Deferred income taxes		742			(681	)
Deferred compensation plan		487			437
Stock compensation expense		1,047			1,220
ESPP discount		45			57
Issuance of common shares as compensation		113			113
Loss on disposition of fixed assets		1			47
Allowance for credit losses		29			(9	)
Inventory obsolescence reserve		336			262

Changes in certain assets and liabilities:
Accounts receivable		(2,141	)		(4,576	)
Inventories		(685	)		367
Refundable income taxes		793			1,772
Accounts payable		1,653			4,345
Accrued expenses and other		(2,009	)		(4,634	)
Customer Prepayments		1,813			1,473
Net cash flows provided by operating activities		11,846			10,592

Cash Flows from Investing Activities
Acquisition of EMI		(59	)		-
Purchases of property, plant, and equipment		(759	)		(1,393	)
Net cash flows (used in) investing activities		(818	)		(1,393	)

Cash Flows from Financing Activities
Payments on long-term debt		(47,101	)		(49,362	)
Borrowings on long-term debt		40,561			42,831
Cash dividends paid		(1,481	)		(1,380	)
Shares withheld on employees' taxes		(204	)		-
Payments on financing lease obligations		(83	)		(77	)
Proceeds from stock option exercises		248			549
Net cash flows (used in) financing activities		(8,060	)		(7,439	)

Change related to Foreign Currency		(109	)		(55	)
Increase in cash and cash equivalents		2,859			1,705
Cash and cash equivalents at beginning of period		4,110			1,828

Cash and cash equivalents at end of period	$	6,969		$	3,533

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 September 30, 2024, the results of its operations for the three-month periods ended September 30, 2024, and 2023, and its cash flows for the three-month periods ended September 30, 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 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)	September 30, 2024
	Lighting Segment		Display Solutions Segment
Timing of revenue recognition
Products and services transferred at a point in time	$	48,211	$	62,094
Products and services transferred over time		10,226		17,564
	$	58,437	$	79,658

Type of Product and Services
LED lighting, digital signage solutions, electronic circuit boards	$	47,429	$	8,436
Poles and other display solutions elements		10,393		55,703
Project management, installation services, shipping and handling		615		15,519
	$	58,437	$	79,658

	Three Months Ended
(In thousands)	September 30, 2023
	Lighting Segment		Display Solutions Segment
Timing of revenue recognition
Products and services transferred at a point in time	$	57,652	$	39,988
Products and services transferred over time		9,989		15,812
	$	67,641	$	55,800

Type of Product and Services
LED lighting, digital signage solutions, electronic circuit boards	$	55,491	$	8,933
Poles and other display solutions elements		11,383		34,869
Project management, installation services, shipping and handling		767		11,998
	$	67,641	$	55,800

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.

Page 10

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 preliminarily 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

(in thousands; unaudited)	Twelve Month Ended June 30
	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 months ended September 30, 2024, or 2023. There was no concentration of accounts receivable at September 30, 2024, or 2023.

Page 13

Summarized financial information for the Company’s operating segments is provided for the indicated periods and as of September 30, 2024, and September 30, 2023:

(In thousands)	Three Months Ended
	September 30
	2024			2023
Net Sales:
Lighting Segment	$	58,437		$	67,641
Display Solutions Segment		79,658			55,800
	$	138,095		$	123,441

Operating Income (Loss):
Lighting Segment	$	5,759		$	8,753
Display Solutions Segment		7,708			7,219
Corporate and Eliminations		(4,336	)		(4,944	)
	$	9,131		$	11,028

Capital Expenditures:
Lighting Segment	$	712		$	862
Display Solutions Segment		47			519
Corporate and Eliminations		-			12
	$	759		$	1,393

Depreciation and Amortization:
Lighting Segment	$	1,212		$	1,309
Display Solutions Segment		1,635			976
Corporate and Eliminations		93			86
	$	2,940		$	2,371

	September 30, 2024		June 30, 2024
Identifiable Assets:
Lighting Segment	$	125,965	$	130,695
Display Solutions Segment		214,534		208,248
Corporate and Eliminations		9,003		9,857
	$	349,502	$	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 intersegment profit in inventory is eliminated in consolidation. Intersegment revenues were eliminated in consolidation as follows:

Inter-segment sales
	Three Months Ended
(In thousands)	September 30
	2024		2023
Lighting Segment inter-segment net sales	$	5,984	$	6,864
Display Solutions Segment inter-segment net sales	$	171	$	455

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:

(in thousands, except per share data)	Three Months Ended
	September 30
	2024		2023
BASIC EARNINGS PER SHARE

Net Income	$	6,682	$	8,028

Weighted average shares outstanding during the period, net of treasury shares		28,514		27,738

Weighted average vested restricted stock units outstanding		90		82

Weighted average shares outstanding in the Deferred Compensation Plan during the period		989		937
Weighted average shares outstanding		29,593		28,757

Basic income per share	$	0.23	$	0.28

DILUTED EARNINGS PER SHARE

Net Income	$	6,682	$	8,028

Weighted average shares outstanding

Basic		29,593		28,757

Effect of dilutive securities (a):
Impact of common shares to be issued under stock option plans, and Contingently issuable shares, if any		937		1,198
Weighted average shares outstanding		30,530		29,955

Diluted income per share	$	0.22	$	0.27

Anti-dilutive securities (b)		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 months ended September 30, 2024, and September 30, 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 6 – INVENTORIES, NET

The following information is provided as of the dates indicated:

(In thousands)	September 30, 2024		June 30, 2024

Inventories:
Raw materials	$	52,608	$	52,644
Work-in-progress		6,344		6,244
Finished goods		12,310		12,025
Total Inventories	$	71,262	$	70,913

NOTE 7 - ACCRUED EXPENSES

The following information is provided as of the dates indicated:

(In thousands)	September 30, 2024		June 30, 2024
Accrued Expenses:
Customer prepayments	$	10,291	$	8,475
Compensation and benefits		9,256		10,217
Accrued warranty		6,564		6,623
Accrued sales commissions		2,668		3,937
Accrued freight		2,159		2,270
Operating lease liabilities		5,182		5,560
Finance lease liabilities		324		324
Other accrued expenses		6,208		6,038
Total Accrued Expenses	$	42,652	$	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 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:

(In thousands)	Lighting Segment			Display Solutions Segment			Total
Balance as of September 30, 2024
Goodwill	$	70,971		$	75,773		$	146,744
Accumulated impairment losses		(61,763	)		(27,525	)		(89,288	)
Goodwill, net as of September 30, 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:

(In thousands)	September 30, 2024
	Gross Carrying Amount		Accumulated Amortization		Net Amount

Amortized Intangible Assets
Customer relationships	$	69,573	$	22,310	$	47,263
Patents		268		268		-
LED technology, software		24,126		17,444		6,682
Trade name		2,658		1,292		1,366
Non-compete		400		185		215
Total Amortized Intangible Assets	$	97,025	$	41,499	$	55,526

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	$	41,499	$	72,508

(In thousands)	June 30, 2024
	Gross Carrying Amount		Accumulated Amortization		Net Amount

Amortized Intangible Assets
Customer relationships	$	69,573	$	21,332	$	48,241
Patents		268		268		-
LED technology, 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

(In thousands)	2024		2023

Amortization expense of other intangible assets	$	1,408	$	1,190

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 September 30, 2024, and June 30, 2024, consisted of the following:

	September 30,		June 30,
(In thousands)	2024		2024

Secured line of credit	$	33,415	$	38,766
Term loan, net of debt issuance costs of $12 and $14, respectively		14,274		15,463
Total debt		47,689		54,229
Less: amounts due within one year		3,571		3,571
Total amounts due after one year, net	$	44,118	$	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 third quarter of fiscal 2026. 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 on the 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 September 30, 2024, the Company’s borrowing rate against its revolving line of credit was 6.0%. The increment over the SOFR borrowing rate will be 100 basis points for the second 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 September 30, 2024, there was $41.6 million available for borrowing under the $75 million line of credit.

The Company is in compliance with all of its loan covenants as of September 30, 2024.

NOTE 10 - CASH DIVIDENDS

The Company paid cash dividends of $1.5 million and $1.4 million for the three months ended September 30, 2024, and September 30, 2023, respectively. Dividends on restricted stock units in the amount of $0.2 million and $0.1 million were accrued as of both September 30, 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 November 2024, the Board of Directors declared a regular quarterly cash dividend of $0.05 per share payable November 26, 2024, to shareholders of record as of November 18, 2024. The indicated annual cash dividend rate is $0.20 per share.

Page 18

NOTE 11 – EQUITY 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 1,438,315 as of September 30, 2024.

In the three months ended September 30, 2024, 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 $1.2 million for both the three months ended September 30, 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 3,000 shares. At September 30, 2024, 239,000 shares remained available for purchase under the ESPP.

NOTE 12 - SUPPLEMENTAL CASH FLOW INFORMATION

(in thousands)	Three Months Ended
	September 30
	2024		2023
Cash Payments:
Interest	$	865	$	548
Income taxes	$	40	$	1,075


Non-cash investing and financing activities
Issuance of common shares as compensation	$	113	$	113
Issuance of common shares to fund deferred compensation plan	$	487	$	437
Issuance of common shares to fund ESPP plan	$	45	$	57

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 September 30, 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 September 30, 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
	September 30
(In thousands)	2024			2023
Operating lease cost	$	1,622		$	906
Financing lease cost:
Amortization of right of use assets		73			73
Interest on lease liabilities		11			15
Variable lease cost		7			22
Sublease income		(39	)		-
Total lease cost	$	1,674		$	1,016

	Three Months Ended
Supplemental Cash Flow Information	September 30
(in thousands)	2024		2023
Cash flows from operating leases
Fixed payments - operating lease cash flows	$	1,629	$	764
Liability reduction - operating cash flows	$	1,380	$	680

Cash flows from finance leases
Interest - operating cash flows	$	11	$	15
Repayments of principal portion - financing cash flows	$	83	$	77

Operating Leases:	September 30, 2024			June 30, 2024
Total operating right-of-use assets	$	14,958		$	15,912

Accrued Expenses		5,182			5,560
Long-term operating lease liability		10,782			11,267
Total operating lease liabilities	$	15,964		$	16,827

Weighted Average remaining Lease Term (in years)		3.35			3.49

Weighted Average Discount Rate		5.93	%		5.90	%

Page 20

Financing Leases	September 30, 2024			June 30, 2024
Buildings under finance leases	$	2,033		$	2,033
Equipment under finance leases		-			41
Accumulated depreciation		(1,282	)		(1,232	)
Total finance lease assets, net	$	751		$	842

Accrued expenses (Current liabilities)	$	324		$	324
Long-term finance lease liability		553			636
Total finance lease liabilities	$	877		$	960

Weighted Average remaining Lease Term (in years)		2.58			2.83

Weighted Average Discount Rate		4.86	%		4.86	%

Maturities of Lease Liability:	Operating Lease Liabilities			Finance Lease Liabilities			Net Lease Commitments

2025	$	5,182		$	324		$	5,506
2026		5,040			362			5,402
2027		4,107			257			4,364
2028		2,468			-			2,468
2029		560			-			560
Thereafter		374			-			374
Total lease payments	$	17,731		$	943		$	18,674
Less: Interest		(1,767	)		(66	)		(1,833	)
Present Value of Lease Liabilities	$	15,964		$	877		$	16,841

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
	September 30
	2024			2023
Reconciliation of effective tax rate:

Provision for income taxes at the anticipated annual tax rate		25.80	%		26.80	%
Uncertain tax positions		0.8			0.9
Deferred income tax adjustment		2.2			-
Share-based compensation		(9.1	)		(5.1	)
Effective tax rate		19.7	%		22.6	%

Page 21

ITEM 2. MANAGEMENT’S 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
	September 30
(In thousands)	2024		2023

Lighting Segment	$	58,437	$	67,641
Display Solutions Segment		79,658		55,800
Total Net Sales	$	138,095	$	123,441

Operating Income (Loss) by Business Segment	Three Months Ended
	September 30
(In thousands)	2024			2023

Lighting Segment	$	5,759		$	8,753
Display Solutions Segment		7,708			7,219
Corporate and Eliminations		(4,336	)		(4,944	)
Total Operating Income	$	9,131		$	11,028

Net sales of $138.1 million for the three months ended September 30, 2024, increased 12% as compared to net sales of $123.4 million for the three months ended September 30, 2023. Lighting segment net sales of $58.4 million decreased 14% compared to prior year quarter net sales of $67.6 million. The decline in Lighting segment sales can be attributed to lower large project activity resulting from the lengthening of the conversion period for these large projects, and overall lower non-residential construction activity. Sales growth in the Refueling and Parking market verticals was offset by declines in Warehouse and other large project applications. Net sales in the Display Solutions segment of $79.7 million increased 43% compared to the same quarter last year sales of $55.8 million. The increase in net sales in the Display Solutions segment is the net result of $26.2 million in sales from the acquisition of EMI partially offset by the delayed timing of orders within the Grocery vertical.

Page 22

Operating income of $9.1 million for the three months ended September 30, 2024, represents a 17% decrease from operating income of $11.0 million in the three months ended September 30, 2023. Adjusted operating income, a Non-GAAP measure, was $11.9 million in the three months ended September 30, 2024, represents a 14% decline compared to $13.9 million in the three months ended September 30, 2023. Refer to “Non-GAAP Financial Measures” below for a reconciliation of Non-GAAP financial measures to U.S. GAAP measures. The decrease in operating income is the net result of a decrease in sales in the Lighting segment partially offset by an increase in sales in the Display Solutions segment which yield lower margins as a result of product mix.

Non-GAAP Financial Measures

This report includes adjustments to GAAP operating income, net income, and earnings per share for the three months ended September 30, 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, and Free Cash Flow. 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 Net Debt to Adjusted EBITDA.

	Three Months Ended
Reconciliation of operating income to adjusted operating income:	September 30
	2024		2023
(In thousands)
Operating income as reported	$	9,131	$	11,028

Acquisition costs		48		-

Long-term performance based compensation		1,184		1,325

Amortization expense of acquired intangible assets		1,408		1,190

Lease expense on the step-up basis of acquired leases		67		-

Restructuring/severance costs		60		353

Consulting expense: commercial growth opportunities		-		19

Adjusted operating income	$	11,898	$	13,915

Page 23

Reconciliation of net income to adjusted net income	Three Months Ended
	September 30
(In thousands, except per share data)	2024							2023
					Diluted EPS							Diluted EPS

Net income as reported	$	6,682			$	0.22		$	8,028			$	0.27

Long-term performance based compensation		881		(1)		0.03			974		(6)		0.03

Amortization expense of acquired intangible assets		1,042		(2)		0.03			870		(7)		0.03

Restructuring/severance costs		45		(3)		-			256		(8)		0.01

Acquisition costs		36		(4)		-			-				-

Lease expense on the step-up basis of acquired leases		50		(5)		-			-				-

Consulting expense: commercial growth opportunities		-				-			13		(9)		-

Tax rate difference between reported and adjusted net income		(755	)			(0.02	)		(531	)			(0.02	)

Net income adjusted	$	7,981			$	0.26		$	9,610			$	0.32

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⁾ $303

⁽²⁾$366

⁽³⁾$15

⁽⁴⁾$12

⁽⁵⁾$17

⁽⁶⁾$351

⁽⁷⁾$320

⁽⁸⁾$97

⁽⁹⁾$6

	Three Months Ended
Reconciliation of net income to EBITDA and adjusted EBITDA	September 30
	2024			2023
(In thousands)
Net income - reported	$	6,682		$	8,028
Income tax		1,635			2,338
Interest expense, net		875			566
Other expense (income)		(61	)		96
Operating income as reported	$	9,131		$	11,028

Depreciation and amortization		2,940			2,371

EBITDA	$	12,071		$	13,399

Acquisition costs		48			-

Long-term performance based compensation		1,184			1,325

Restructuring/severance costs		60			353

Lease expense on the step-up basis of acquired leases		67			-

Consulting expense: commercial growth opportunities		-			19

Adjusted EBITDA	$	13,430		$	15,096

Page 24

	Three Months Ended
Reconciliation of cash flow from operations to free cash flow	September 30
	2024			2023
(In thousands)
Cash flow from operations	$	11,846		$	10,592

Capital expenditures		(759	)		(1,393	)

Free cash flow	$	11,087		$	9,199

Net debt to adjusted EBITDA	September 30
(In thousands)	2024		2023

Current portion and long-term debt as reported	$	3,571	$	3,571
Long-Term Debt		44,118		25,098
Debt as reported	$	47,689	$	28,669
Less:
Cash and cash equivalents as reported		6,969		3,533

Net debt	$	40,720	$	25,136

Adjusted EBITDA - Trailing 12 Months	$	49,770	$	53,408

Net debt to adjusted EBITDA		0.8		0.5

Results of Operations

THREE MONTHS ENDED SEPTEMBER 30, 2024, COMPARED TO THREE MONTHS ENDED SEPTEMBER 30, 2023

Display Solutions Segment
(In thousands)	2024		2023

Net Sales	$	79,658	$	55,800
Gross Profit	$	15,030	$	13,310
Operating Income	$	7,708	$	7,219

Display Solutions Segment net sales of $79.7 million in the three months ended September 30, 2024 increased 43% from net sales of $55.8 million in the same period in fiscal 2024. The increase in net sales in the Display Solutions segment is the net result of $26.2 million in sales from the acquisition of EMI partially offset by the timing of orders within the Grocery vertical.

Gross profit of $15.0 million in the three months ended September 30, 2024 increased 13% from the same period of fiscal 2024. Gross profit as a percentage of net sales in the three months ended September 30, 2024 decreased to 19% from 24% 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 $7.3 million in the three months ended September 30, 2024 increased 20% from the same period of fiscal 2024, primarily driven by the acquisition of EMI and by an investment in commercial initiatives to drive growth.

Display Solutions Segment operating income of $7.7 million in the three months ended September 30, 2024 increased 7% from the same period of fiscal 2024. The increase of $0.5 million was driven by the net effect of an increase in net sales partially offset by the gross margin impact of product mix.

Page 25

Lighting Segment
(In thousands)	2024		2023

Net Sales	$	58,437	$	67,641
Gross Profit	$	18,626	$	23,280
Operating Income	$	5,759	$	8,753

Lighting Segment net sales of $58.4 million in the three months ended September 30, 2024, decreased 14% compared to net sales of $67.6 million in the same period in fiscal 2024. The decline in Lighting segment sales can be attributed to lower large project activity resulting from the lengthening of the conversion period for these large projects, and overall lower non-residential construction activity. Sales growth in the Refueling and Parking market verticals was offset by declines in Warehouse and other large project applications.

Gross profit of $18.6 million in the three months ended September 30, 2024 decreased 20% from the same period of fiscal 2023. The decline in gross profit is attributed to the decline in sales. While overall demand levels were lower in the fiscal first quarter, selling prices and material input costs remain stable.

Operating expenses of $12.9 million in the three months ended September 30, 2024 decreased 11% 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 $5.8 million for the three months ended September 30, 2024 decreased 34% from operating income of $8.8 million in the same period of fiscal 2024 primarily driven by decreased net sales.

Corporate and Eliminations
(In thousands)	2024			2023

Gross (Loss)	$	(9	)	$	(1	)
Operating (Loss)	$	(4,336	)	$	(4,944	)

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

Operating expenses of $4.3 million in the three months ended September 30, 2024, decreased 12% from the same period of fiscal 2024. The decrease was primarily the result of cost containment initiatives across several of the Company’s cost categories.

Consolidated Results

The Company reported $0.9 million and $0.6 million of net interest expense in the three months ended September 30, 2024, and September 30, 2023, respectively. The increase in interest expense is the result of the funds borrowed to acquire EMI Industries, LLC in the fourth quarter of fiscal 2024 partially offset by decreased borrowing costs. The Company also recorded other income of ($0.1) million and $0.1 million of other expense in the three months ended September 30, 2024, and September 30, 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 $1.6 million of income tax expense in the three months ended September 30, 2024 represents a consolidated effective tax rate of 19.6%. The $2.3 million of income tax expense in the three months ended September 30, 2023 represents a consolidated effective tax rate of 22.6%. 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 $6.7 million in the three months ended September 30, 2024 compared to net income of $8.0 million in the three months ended September 30, 2023. Non-GAAP adjusted net income was $8.0 million for the three months ended September 30, 2024, compared to adjusted net income of $9.6 million for the three months ended September 30, 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 $0.22 was reported in the three months ended September 30, 2024 compared to $0.27 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 September 30, 2024 were 30,530,000 shares compared to 29,955,000 shares in the same period last year.

Page 26

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 September 30, 2024, the Company had working capital of $86.8 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 September 30, 2024, and June 30, 2024. The increase in working capital from June 30, 2024, to September 30, 2024, is primarily driven by a $2.1 million increase in net accounts receivable and a $2.9 million increase in cash partially offset by a $0.7 million decrease in refundable income taxes and a $0.9 million increase in current liabilities.

Net accounts receivable was $80.7 million and $78.6 million at September 30, 2024, and June 30, 2024, respectively. DSO decreased to 54 days at September 30, 2024, from 58 days at June 30, 2024.

Net inventories of $71.3 million at September 30, 2024, increased $0.4 million from $70.9 million at June 30, 2024. Lighting Segment net inventory decreased $1.1 million whereas net inventory in the Display Solutions Segment increased $1.5 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 third quarter of fiscal 2026. As of September 30, 2024, $41.6 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 $11.8 million of cash from operating activities in the three months ended September 30, 2024, compared to $10.6 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 used $0.8 million and $1.4 million of cash related to investing activities in the three months ended September 30, 2024, and September 30, 2023, respectively. The Company continues to invest in equipment and tooling to support sales growth.

The Company had a net use of cash of $8.1 million and $7.4 million related to financing activities in the three months ended September 30, 2024, and September 30, 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 November 2024, the Board of Directors declared a regular quarterly cash dividend of $0.05 per share payable November 26, 2024, to shareholders of record as of November 18, 2024. 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.

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.

Page 27

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 September 30, 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 September 30, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Page 28

PART II. OTHER INFORMATION

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

Exhibits:

10.1	Fiscal Year 2025 Long-Term Incentive Plan (LTIP)*++

10.2	Fiscal Year 2025 Short-Term Incentive Plan (STIP)*++

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)

* Management compensatory agreement.

++ Certain portions of this exhibit have been omitted pursuant to Item 601(b)(10) of Regulation S-K. The omitted information is not material and would likely cause competitive harm to the Registrant if publicly disclosed. The Registrant hereby agrees to furnish a copy of any omitted portion to the SEC upon request.

Page 29

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 Officer)
November 8, 2024

Page 30

EXHIBIT 10.1

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. [***]

LSI INDUSTRIES INC.

FY25 LONG-TERM INCENTIVE PLAN

Effective: August 14, 2024

The LSI Industries Inc. (Company) 2019 Omnibus Plan authorizes the Compensation Committee of the Board of Directors (Compensation Committee) to issue share-based incentive awards to Company Executives. The Fiscal Year 2024 Long Term Incentive Plan (LTIP) provides for grants to the Named Executive Officers (NEOs), and other employees of the Company designated by the Compensation Committee and the Chief Executive Officer (CEO). The employees receiving grants are collectively referred to as the “Employees.”

The LTIP has been approved by the Compensation Committee as a retention tool to encourage Employees to maintain long-term employment with the Company. The LTIP provides for the issuance of three types of share-based awards: stock options, performance stock units and restricted stock units. All LTIP awards are granted effective the close of business on August 14, 2024 and at such other times and in such other manner as may be approved or authorized by the Compensation Committee.

Stock Options. The Company may grant time-based stock option (Stock Options) awards to Employees. Stock Option awards have a ten-year exercise term; a three-year ratable vesting period; and a stated and fixed exercise price set by the Compensation Committee as the closing price of a share of Company common stock on the date of the grant. The form of Stock Option Agreement is set forth as Exhibit “1” hereto.

Performance Stock Units. The Company may grant performance stock units (PSUs) to the Employees. The vesting of such PSUs is subject to the achievement of designated metrics for Return on Net Assets (RONA) and cumulative Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (Adjusted EBITDA) at the completion of the three-year performance period concluding on June 30, 2027 (FY27). The LTIP sets for a threshold (or minimum), target and maximum goals to be achieved in FY27 for each metric. If the threshold amount is not achieved for any performance metric, there shall be no payout under such metric. The grant made to the employee is the target number of PSUs. The actual number of PSUs at vesting may stretch to a greater amount than the target amount if greater than target performance is achieved; and may be less than the target number of PSUs if less than target performance is achieved. RONA achievement accounts for 50% of the vesting of the PSUs and Cumulative Adjusted EBITDA accounts for 50% of the vesting of the PSUs. The PSUs shall cliff vest at the completion of FY27 if the FY27 threshold, target or maximum is met pursuant to the matrix set forth in Section 2.1 below. The form of PSU Award Agreement is set forth as Exhibit “2” hereto. PSUs are settled in the Common Shares of the Company.

2.1

PSU Payout Matrix. Below is the is the LTIP Payout Matrix.

	PSU Grant: Three Year Performance Period
	% Payout of Target		RONA at June 30, 2027 (Weighted 50%)		Cumulative EBITDA $ (000s) July 1, 2024 through June 30, 2027 (Weighted 50%)
Threshold		0		0		0
Target		0		0		0
Maximum		0		0		0

The actual LTIP award payout will be interpolated between the percentages set forth in the chart based on actual results. Examples of the Vesting of the PSUs are set forth on Exhibit “3” hereto.

Restricted Stock Units. The Company may grant restricted stock units (RSUs) to the Employees. RSUs are time-based and vest one-third on each of the anniversary dates of the grant date. The form of RSU Award Agreement is set forth as Exhibit “4” hereto.

General Terms and Conditions. The following provisions apply to the LTIP:

The value of the total LTIP award to each participant shall be apportioned among PSUs, RSUs and/or Stock Options, as determined by the Committee. The apportionment of the awards to the Named Executive Officers and the remaining Senior Officers shall be approved by the Compensation Committee.

The actual grants to Employees on the date of the adoption of this FY25 LTIP are set forth in the Compensation Committee resolution whereby this FY25 LTIP is adopted.

CEO Pool. The Compensation Committee hereby approves an additional pool of any combination of 3,000 Stock Options, RSUs, and PSUs for grant by the CEO in FY25 to employees not previously receiving a LTIP award from the Compensation Committee. The pool awards have been set aside for grant to new employees and employees whom in the discretion of the CEO are deemed to merit an award. The employees receiving a grant from the pool, and the amount of the pool awards shall be within the discretion of the CEO.

Vesting. If the Participant is deemed a Specified Employee at the time of the Vesting Date and also has a Separation From Service, then the payment of the shares will be delayed until the earlier of the date that is six months following the Vesting Date and the Participant’s death.

Definitions.

“Cumulative Adjusted EBITDA” is defined as the Company’s cumulative consolidated earnings before interest, taxes, depreciation and amortization expenses as adjusted for certain unusual or non-recurring items for the period commencing July 1, 2024 and ending June 30, 2027. The Company’s Adjusted EBITDA will be as reported in the Company’s Annual Report on Form 10-K for FY27 and as approved by the Compensation Committee.

“RONA” is defined as the Company’s consolidated Adjusted Net Income as percent of Net Assets, which derived by dividing Adjusted Net Income by Net Assets. For purposes of this definition,

“Adjusted Net Income” is defined as non-GAAP Net Income which is developed and reported to the Company’s Board of Directors on a quarterly basis. For purposes of this definition, “Net Assets” is defined as working capital and net property, plant, and equipment (excluding goodwill and intangibles).

F. Except to the extent an agreement approved by the Company’s Compensation Committee provides for vesting in other circumstances, such as Company terminating Participant’s employment without Cause or Participant terminating employment for Good Reason, LTIP participants must be continuously employed by the Company on (i) the specified award vesting for Stock Options and RSUs and (ii) the date designated for payout of the PSUs, in order to vest in such award or portion of such award. The Company will make the distribution of the PSU awards to participants as soon as administratively practicable following the date of the award determination by the Compensation Committee. Notwithstanding anything in this LTIP to the contrary, the Committee retains the power in its sole and absolute discretion to allow for additional vesting rights in connection with the Participant’s termination, Retirement, Death or Disability.

G. At the discretion of the CEO in consultation with the General Counsel, any type of lengthy leave of absence may result in an adjustment of the award. Leaves of absence include time away from work for reasons of short-term disability, FMLA leave, military leave, or other leave of absence.

H. If a grantee Retires or becomes disabled (as defined by Social Security) or deceased during the plan period, the Compensation Committee may consider a pro-rated award based to the grantee or the grantee’s beneficiary, as the case may be, upon the actual amount of base salary received during the plan period, subject to the terms and conditions of the 2019 Omnibus Plan.

I. LTIP awards may be subject to assignment laws and other laws that require payment of the incentive award to an individual other than the grantee (such as IRS tax levies, child support arrearages, etc.). The Company will comply with all such applicable assignment laws.

J. The LTIP does not create or imply the existence of a contract of employment. The Company reserves the right to amend, reduce, modify, interpret or discontinue all or part of the LTIP with or without reason as the Compensation Committee deems advisable in its sole and absolute discretion, subject to the terms and conditions of the 2019 Omnibus Plan and the terms and conditions of the grant documents.

K. In the event the Company is required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the federal securities laws, the Compensation Committee shall require reimbursement to the Company of the PSUs granted hereunder where: (i) the payment was predicated upon achieving certain financial results that were subsequently the subject of a substantial restatement of the Company's financial statements filed with the SEC; (ii) the Compensation Committee determines the grantee engaged in intentional misconduct that caused or substantially caused the need for the accounting restatement; and (iii) a lower payment would have been made to such officer based upon the restated financial results. In each such instance, the Company will, to the extent practicable, seek to recover from the officer the amount by which any performance-based awards paid to such officer for the relevant period exceeded the lower payment that would have been made based on the restated financial results.

L. In the event and to the extent Company common shares are issued pursuant to awards granted under the LTIP, each grantee who was a NEO on the grant date, and receives such Company common shares, will be subject to the stock ownership guidelines with respect to the net after tax shares received upon exercise of the stock options or vesting of RSUs, and PSUs.

M. The Company reserves the right to require each grantee to execute and deliver to the Company a non-compete/non-solicitation agreement, in the form satisfactory to Company, as a condition of the grant of any award or the payment of any amounts as may be due under the LTIP.

N. Capitalized terms not otherwise defined by this LTIP shall have the meanings ascribed to them in the 2019 Omnibus Plan.

O. In the event of a conflict between this LTIP and any Supplemental Benefits and/or Change in Control Agreement (“Employment Related Agreements”) between the Company and an Employee, the Employment Related Agreements shall control.

EXHIBITS/EXAMPLES

[***]

EXHIBIT 10.2

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. [***]

LSI INDUSTRIES INC.

FISCAL YEAR 2025

SHORT-TERM INCENTIVE PLAN

Effective : August 14, 2024

The Fiscal Year 2025 Short-Term Incentive Plan (STIP) is designed to motivate executives to achieve the LSI Industries Inc. (Company) fiscal year 2025 (FY25) operating plan and its Adjusted EBITDA and Net Sales objectives. The STIP has been approved by the Company’s Compensation of the Board of Directors Committee (Compensation Committee). The FY25 STIP provides for the payment of cash incentive awards to executives if the stated Adjusted EBITDA and Net Sales metrics set forth herein are achieved.

Bonus Potential. The bonus potential is a percentage payout based on the Company’s attainment of the FY25 financial metrics for Adjusted EBITDA and Net Sales. The STIP sets for a Threshold (or minimum), Target and Maximum goals to be achieved in FY25 for each metric. If the threshold amount is not achieved for any performance metric, there shall be no payout under such metric. The payout matrix is attached as EXHIBIT “1” hereto. Below is a summary:

1.1

Adjusted EBITDA Component

Threshold:	$	[***]
Target:	$	[***]
Maximum:	$	[***]

1.2

Net Sales Component

Threshold:	$	[***]
Target:	$	[***]
Maximum:	$	[***]

Performance Mix. The STI payout shall be based eighty percent (80%) on achievement of the Adjusted EBITDA metric and twenty percent (20%) on achievement of the Net Sales metric.

Payout Potential by Executive. The Compensation Committee has assigned each executive a STIP Target percentage of Base Salary. The Target Assignment is set forth on Exhibit “2” hereto. The bonus amount is based on a percentage of the executive’s base salary or annual hourly wages. An executive may not be moved to a different position category unless a formal request has been submitted and approved by the CEO.

pg.1

The threshold is paid at 50% of Target and the Maximum is paid at 200% of Target. The actual STIP award payout will be interpolated between the percentages set forth in Exhibit “1” based on actual results.

Retention of Discretion. The Compensation Committee maintains the discretion to award additional bonuses.

Examples. Examples of the manner in which the payout shall be calculated under the FY25 STIP are set forth on the attached Exhibit “3.”

General Terms and Conditions. The following terms and conditions govern the STIP:

The STIP covers all executives of the Company and its subsidiaries except for certain sales executives who participate in individual commission-based or quota-based bonus plans unique to such executives’ sales territory or vertical. An executive who participates in a commission-based or a quota-based bonus plan is not eligible to participate in the STIP, except as permitted in the discretion of the CEO.

STIP incentive award payments to Named Executive Officers and other Corporate Officers shall be approved by the Company’s Compensation Committee. The CEO may make discretionary modifications of the calculated STIP incentive award of non-Named Executive Officers and Corporate Officers to decrease or increase an executive’s bonus for special objectives or subjective circumstances. An executive must be employed on the date of the payment of the STIP in order to be eligible to receive a STIP payment.

Definitions:

“Adjusted EBITDA” is defined as the Company’s consolidated earnings before interest, taxes, depreciation and amortization expenses as adjusted for certain unusual or non-recurring items. The Company’s Adjusted EBITDA will be as reported in the Company’s Annual Report on Form 10-K for FY25 and as approved by the Compensation Committee.

“Base Salary” is the sum of the weekly salary actually paid to the employee during the fiscal year.

“Net Sales” is the number reported as such in the Company’s financial statements on Form 10-K for FY25 and as approved by the Compensation Committee.

“Retire” means to retire from the Company at or after the age of 62 and at least 5 years of service.

The Company’s fiscal year commences July 1^st and concludes on June 30^th. Executives hired after July 1^stand before April 1^st will have their STIP prorated to the number of days employed in the fiscal year. Executives hired after March 31^st will not be eligible to participate in the STIP.

At the discretion of the CEO in consultation with the EVP of Human Resources, any type of lengthy leave of absence could result in a pro-rata reduction of the calculated award. Leaves of absence may include time away from work for reasons of short-term disability, FMLA leave, military leave, or other leave of absence.

If an executive Retires or becomes disabled (as defined by Social Security) or deceased during the fiscal year, the Company may consider a pro-rated incentive award payment based upon the actual amount of base salary received during the fiscal year prior to the date of retirement, disability or death.

pg.2

STIP Incentive award payments can be subject to assignment laws and other laws that require payment of the incentive award to other than the executive (IRS tax levies, child support arrearages, etc.). The Company will comply with all such applicable assignment laws.

The STIP does not create or imply the existence of a contract of employment. The Company reserves the right to amend, reduce, modify, interpret or discontinue all or any part of the STIP with or without reason as the Compensation Committee deems advisable in its sole and absolute discretion.

An executive’s actual base salary paid on the last day of FY25 shall be used to calculate the incentive amount that may be awarded under the STIP.

EXHIBITS/EXAMPLES

[***]

pg.3

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: November 8, 2024		/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.;

(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: November 8, 2024	/s/ James E. Galeese
	Principal Financial 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 September 30, 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: November 8, 2024

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 September 30, 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 Officer

Date: November 8, 2024

Document And Entity Information - shares	3 Months Ended
Document And Entity Information - shares	Sep. 30, 2024	Oct. 31, 2024
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 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)		29,838,315
Entity Central Index Key	0000763532
Current Fiscal Year End Date	--06-30
Document Fiscal Year Focus	2025
Document Fiscal Period Focus	Q1
Amendment Flag	false

Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Net sales	$ 138,095	$ 123,441
Cost of products and services sold	104,448	86,852
Gross profit	33,647	36,589
Selling and administrative expenses	24,516	25,561
Operating income	9,131	11,028
Interest expense	875	566
Other (income)/expense	(61)	96
Income before income taxes	8,317	10,366
Income tax expense	1,635	2,338
Net income	$ 6,682	$ 8,028
Earnings per common share (see Note 5)
Basic (in dollars per share)	$ 0.23	$ 0.28
Diluted (in dollars per share)	$ 0.22	$ 0.27
Weighted average common shares outstanding
Basic (in shares)	29,593	28,757
Diluted (in shares)	30,530	29,955

Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Net income	$ 6,682	$ 8,028
Foreign currency translation adjustment	(109)	(56)
Comprehensive income	$ 6,573	$ 7,972

Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($) $ in Thousands	Sep. 30, 2024	Jun. 30, 2024
Current assets
Cash and cash equivalents	$ 6,969	$ 4,110
Accounts receivable, less allowance for credit losses of $860 and $848, respectively	80,738	78,626
Inventories	71,262	70,913
Refundable income tax	2,404	3,197
Other current assets	5,517	5,653
Total current assets	166,890	162,499
Property, plant and equipment, at cost
Land	4,010	4,010
Buildings	24,757	24,757
Machinery and equipment	75,433	74,204
Buildings under finance leases	2,033	2,033
Construction in progress	1,161	1,611
Property, Plant, and Equipment and Finance Lease Right-of-Use Asset, before Accumulated Depreciation and Amortization	107,394	106,615
Less accumulated depreciation	(75,172)	(73,655)
Net property, plant and equipment	32,222	32,960
Goodwill	57,456	57,397
Intangible assets, net	72,508	73,916
Operating lease right-of-use assets	14,958	15,912
Other long-term assets, net	5,468	6,116
Total assets	349,502	348,800
LIABILITIES & SHAREHOLDERS' EQUITY
Current maturities of long-term debt	3,571	3,571
Accounts payable	33,845	32,192
Accrued expenses	42,652	43,444
Total current liabilities	80,068	79,207
Long-term debt	44,118	50,658
Finance lease liabilities	553	636
Operating lease liabilities	10,782	11,267
Other long-term liabilities	2,798	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 29,795,636 and 29,222,414 shares, respectively	158,101	156,365
Treasury shares, without par value	8,755	8,895
Key Executive Compensation	8,755	8,895
Retained earnings	52,989	47,788
Accumulated other comprehensive income	93	202
Total shareholders' equity	211,183	204,355
Total liabilities & shareholders' equity	$ 349,502	$ 348,800

Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - USD ($) $ / shares in Thousands, $ in Thousands	Sep. 30, 2024	Jun. 30, 2024
Accounts Receivable, Allowance for Credit Loss, Current	$ 860	$ 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)	29,795,636	29,222,414

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]	Retained Earnings [Member]	AOCI Attributable to Parent [Member]	Total
Balance (in shares) at Jun. 30, 2023	28,488	(922)
Balance at Jun. 30, 2023	$ 148,691	$ (7,166)	$ 7,166	$ 28,548	$ 339	$ 177,578
Net income	0	0	0	8,028	0	8,028
Other comprehensive gain (loss)	$ 0	$ 0	0	0	(56)	(56)
Board stock compensation (in shares)	9	0
Board stock compensation	$ 113	$ 0	0	0	0	113
ESPP stock awards (in shares)	3	0
ESPP stock awards	$ 57	$ 0	0	0	0	57
Restricted stock units issued, net of shares withheld for tax withholdings (in shares)	276	0
Restricted stock units issued, net of shares withheld for tax withholdings	$ 0	$ 0	0	0	0	0
Shares issued for deferred compensation (in shares)	32	0
Shares issued for deferred compensation	$ 438	$ 0	0	0	0	438
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	$ 1,220	$ 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	(1,380)	0	$ (1,380)
Common Stock, Dividends, Per Share, Cash Paid (in dollars per share)						$ 0.2
Balance (in shares) at Sep. 30, 2023	28,878	(952)
Balance at Sep. 30, 2023	$ 151,068	$ (7,583)	7,583	35,196	283	$ 186,547
Balance (in shares) at Jun. 30, 2024	29,222	(1,036)
Balance at Jun. 30, 2024	$ 156,365	$ (8,895)	8,895	47,788	202	204,355
Net income	0	0	0	6,682	0	6,682
Other comprehensive gain (loss)	$ 0	$ 0	0	0	(109)	(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					45
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)
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	$ 1,047	$ 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	(1,481)	0	$ (1,481)
Common Stock, Dividends, Per Share, Cash Paid (in dollars per share)						$ 0.2
Balance (in shares) at Sep. 30, 2024	29,796	(994)
Balance at Sep. 30, 2024	$ 158,101	$ (8,755)	$ 8,755	$ 52,989	$ 93	$ 211,183

Condensed Consolidated Statements of Shareholders' Equity (Unaudited) (Parentheticals) - $ / shares	3 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Common Stock, Dividends, Per Share, Cash Paid (in dollars per share)	$ 0.2	$ 0.2

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Cash Flows from Operating Activities
Net income	$ 6,682	$ 8,028
Non-cash items included in net income
Depreciation and amortization	2,940	2,371
Deferred income taxes	742	(681)
Deferred compensation plan	487	437
Stock compensation expense	1,047	1,220
ESPP discount	45	57
Issuance of common shares as compensation	113	113
Loss on disposition of fixed assets	1	47
Allowance for credit losses	29	(9)
Inventory obsolescence reserve	336	262
Changes in certain assets and liabilities
Accounts receivable	(2,141)	(4,576)
Inventories	(685)	367
Refundable income taxes	793	1,772
Accounts payable	1,653	4,345
Accrued expenses and other	(2,009)	(4,634)
Customer Prepayments	1,813	1,473
Net cash flows provided by operating activities	11,846	10,592
Cash Flows from Investing Activities
Acquisition of EMI	(59)	0
Purchases of property, plant, and equipment	(759)	(1,393)
Net cash flows (used in) investing activities	(818)	(1,393)
Cash Flows from Financing Activities
Payments on long-term debt	(47,101)	(49,362)
Borrowings on long-term debt	40,561	42,831
Cash dividends paid	(1,481)	(1,380)
Shares withheld on employees' taxes	(204)	0
Payments on financing lease obligations	(83)	(77)
Proceeds from stock option exercises	248	549
Net cash flows (used in) financing activities	(8,060)	(7,439)
Change related to Foreign Currency	(109)	(55)
Increase in cash and cash equivalents	2,859	1,705
Cash and cash equivalents at beginning of period	4,110	1,828
Cash and cash equivalents at end of period	$ 6,969	$ 3,533

Note 1 - Interim Condensed Consolidated Financial Statements

3 Months Ended

Sep. 30, 2024

Notes to Financial Statements

Condensed Financial Statements [Text Block]

NOTE 1 - INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 2 - Summary of Significant Accounting Policies

3 Months Ended

Sep. 30, 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:

●

Customer specific branded print graphics

●

Electrical components based on customer specifications

●

Digital signage and related media content

Disaggregation of Revenue

	Three Months Ended
(In thousands)	September 30, 2024
	Lighting Segment		Display Solutions Segment
Timing of revenue recognition
Products and services transferred at a point in time	$	48,211	$	62,094
Products and services transferred over time		10,226		17,564
	$	58,437	$	79,658

Type of Product and Services
LED lighting, digital signage solutions, electronic circuit boards	$	47,429	$	8,436
Poles and other display solutions elements		10,393		55,703
Project management, installation services, shipping and handling		615		15,519
	$	58,437	$	79,658

	Three Months Ended
(In thousands)	September 30, 2023
	Lighting Segment		Display Solutions Segment
Timing of revenue recognition
Products and services transferred at a point in time	$	57,652	$	39,988
Products and services transferred over time		9,989		15,812
	$	67,641	$	55,800

Type of Product and Services
LED lighting, digital signage solutions, electronic circuit boards	$	55,491	$	8,933
Poles and other display solutions elements		11,383		34,869
Project management, installation services, shipping and handling		767		11,998
	$	67,641	$	55,800

Practical Expedients and Exemptions

●

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

●

New Accounting Pronouncements:

Note 3 - Acquisition of EMI Industries, LLC

3 Months Ended

Sep. 30, 2024

Notes to Financial Statements

Business Combination Disclosure [Text Block]

NOTE 3 - ACQUISITION OF EMI INDUSTRIES, LLC

(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.

(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

Pro Forma Impact of the Acquisition of EMI (Unaudited)

(in thousands; unaudited)	Twelve Month Ended June 30
	2024		2023
Sales	$	535,849	$	578,169

Gross Profit	$	141,788	$	147,967

Operating Income	$	36,303	$	38,798

Note 4 - Segment Reporting Information

3 Months Ended

Sep. 30, 2024

Notes to Financial Statements

Segment Reporting Disclosure [Text Block]

NOTE 4 - SEGMENT REPORTING INFORMATION

Summarized financial information for the Company’s operating segments is provided for the indicated periods and as of September 30, 2024, and September 30, 2023:

(In thousands)	Three Months Ended
	September 30
	2024			2023
Net Sales:
Lighting Segment	$	58,437		$	67,641
Display Solutions Segment		79,658			55,800
	$	138,095		$	123,441

Operating Income (Loss):
Lighting Segment	$	5,759		$	8,753
Display Solutions Segment		7,708			7,219
Corporate and Eliminations		(4,336	)		(4,944	)
	$	9,131		$	11,028

Capital Expenditures:
Lighting Segment	$	712		$	862
Display Solutions Segment		47			519
Corporate and Eliminations		-			12
	$	759		$	1,393

Depreciation and Amortization:
Lighting Segment	$	1,212		$	1,309
Display Solutions Segment		1,635			976
Corporate and Eliminations		93			86
	$	2,940		$	2,371

	September 30, 2024		June 30, 2024
Identifiable Assets:
Lighting Segment	$	125,965	$	130,695
Display Solutions Segment		214,534		208,248
Corporate and Eliminations		9,003		9,857
	$	349,502	$	348,800

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

Inter-segment sales
	Three Months Ended
(In thousands)	September 30
	2024		2023
Lighting Segment inter-segment net sales	$	5,984	$	6,864
Display Solutions Segment inter-segment net sales	$	171	$	455

Note 5 - Earnings Per Common Share

3 Months Ended

Sep. 30, 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:

(in thousands, except per share data)	Three Months Ended
	September 30
	2024		2023
BASIC EARNINGS PER SHARE

Net Income	$	6,682	$	8,028

Weighted average shares outstanding during the period, net of treasury shares		28,514		27,738

Weighted average vested restricted stock units outstanding		90		82

Weighted average shares outstanding in the Deferred Compensation Plan during the period		989		937
Weighted average shares outstanding		29,593		28,757

Basic income per share	$	0.23	$	0.28

DILUTED EARNINGS PER SHARE

Net Income	$	6,682	$	8,028

Weighted average shares outstanding

Basic		29,593		28,757

Effect of dilutive securities (a):
Impact of common shares to be issued under stock option plans, and Contingently issuable shares, if any		937		1,198
Weighted average shares outstanding		30,530		29,955

Diluted income per share	$	0.22	$	0.27

Anti-dilutive securities (b)		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)

Note 6 - Inventories, Net

3 Months Ended

Sep. 30, 2024

Notes to Financial Statements

Inventory Disclosure [Text Block]

NOTE 6 – INVENTORIES, NET

The following information is provided as of the dates indicated:

(In thousands)	September 30, 2024		June 30, 2024

Inventories:
Raw materials	$	52,608	$	52,644
Work-in-progress		6,344		6,244
Finished goods		12,310		12,025
Total Inventories	$	71,262	$	70,913

Note 7 - Accrued Expenses

3 Months Ended

Sep. 30, 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:

(In thousands)	September 30, 2024		June 30, 2024
Accrued Expenses:
Customer prepayments	$	10,291	$	8,475
Compensation and benefits		9,256		10,217
Accrued warranty		6,564		6,623
Accrued sales commissions		2,668		3,937
Accrued freight		2,159		2,270
Operating lease liabilities		5,182		5,560
Finance lease liabilities		324		324
Other accrued expenses		6,208		6,038
Total Accrued Expenses	$	42,652	$	43,444

Note 8 - Goodwill and Other Intangible Assets

3 Months Ended

Sep. 30, 2024

Notes to Financial Statements

Goodwill and Intangible Assets Disclosure [Text Block]

NOTE 8 - GOODWILL AND OTHER INTANGIBLE ASSETS

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

(In thousands)	Lighting Segment			Display Solutions Segment			Total
Balance as of September 30, 2024
Goodwill	$	70,971		$	75,773		$	146,744
Accumulated impairment losses		(61,763	)		(27,525	)		(89,288	)
Goodwill, net as of September 30, 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:

(In thousands)	September 30, 2024
	Gross Carrying Amount		Accumulated Amortization		Net Amount

Amortized Intangible Assets
Customer relationships	$	69,573	$	22,310	$	47,263
Patents		268		268		-
LED technology, software		24,126		17,444		6,682
Trade name		2,658		1,292		1,366
Non-compete		400		185		215
Total Amortized Intangible Assets	$	97,025	$	41,499	$	55,526

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	$	41,499	$	72,508

(In thousands)	June 30, 2024
	Gross Carrying Amount		Accumulated Amortization		Net Amount

Amortized Intangible Assets
Customer relationships	$	69,573	$	21,332	$	48,241
Patents		268		268		-
LED technology, 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

(In thousands)	2024		2023

Amortization expense of other intangible assets	$	1,408	$	1,190

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

3 Months Ended

Sep. 30, 2024

Notes to Financial Statements

Debt Disclosure [Text Block]

NOTE 9 - DEBT

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

	September 30,		June 30,
(In thousands)	2024		2024

Secured line of credit	$	33,415	$	38,766
Term loan, net of debt issuance costs of $12 and $14, respectively		14,274		15,463
Total debt		47,689		54,229
Less: amounts due within one year		3,571		3,571
Total amounts due after one year, net	$	44,118	$	50,658

The Company is in compliance with all of its loan covenants as of September 30, 2024.

Note 10 - Cash Dividends

3 Months Ended

Sep. 30, 2024

Notes to Financial Statements

Equity [Text Block]

NOTE 10 - CASH DIVIDENDS

Note 11 - Equity Compensation

3 Months Ended

Sep. 30, 2024

Notes to Financial Statements

Share-Based Payment Arrangement [Text Block]

NOTE 11 – EQUITY COMPENSATION

Note 12 - Supplemental Cash Flow Information

3 Months Ended

Sep. 30, 2024

Notes to Financial Statements

Cash Flow, Supplemental Disclosures [Text Block]

NOTE 12 - SUPPLEMENTAL CASH FLOW INFORMATION

(in thousands)	Three Months Ended
	September 30
	2024		2023
Cash Payments:
Interest	$	865	$	548
Income taxes	$	40	$	1,075


Non-cash investing and financing activities
Issuance of common shares as compensation	$	113	$	113
Issuance of common shares to fund deferred compensation plan	$	487	$	437
Issuance of common shares to fund ESPP plan	$	45	$	57

Note 13 - Commitments and Contingencies

3 Months Ended

Sep. 30, 2024

Notes to Financial Statements

Commitments and Contingencies Disclosure [Text Block]

NOTE 13 - COMMITMENTS AND CONTINGENCIES

The Company may occasionally issue a standby letter of credit in favor of third parties. As of September 30, 2024, there were no such standby letters of credit issued.

Note 14 - Leases

3 Months Ended

Sep. 30, 2024

Notes to Financial Statements

Lessee, Operating Leases [Text Block]

NOTE 14 - LEASES

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
	September 30
(In thousands)	2024			2023
Operating lease cost	$	1,622		$	906
Financing lease cost:
Amortization of right of use assets		73			73
Interest on lease liabilities		11			15
Variable lease cost		7			22
Sublease income		(39	)		-
Total lease cost	$	1,674		$	1,016

	Three Months Ended
Supplemental Cash Flow Information	September 30
(in thousands)	2024		2023
Cash flows from operating leases
Fixed payments - operating lease cash flows	$	1,629	$	764
Liability reduction - operating cash flows	$	1,380	$	680

Cash flows from finance leases
Interest - operating cash flows	$	11	$	15
Repayments of principal portion - financing cash flows	$	83	$	77

Operating Leases:	September 30, 2024			June 30, 2024
Total operating right-of-use assets	$	14,958		$	15,912

Accrued Expenses		5,182			5,560
Long-term operating lease liability		10,782			11,267
Total operating lease liabilities	$	15,964		$	16,827

Weighted Average remaining Lease Term (in years)		3.35			3.49

Weighted Average Discount Rate		5.93	%		5.90	%

Financing Leases	September 30, 2024			June 30, 2024
Buildings under finance leases	$	2,033		$	2,033
Equipment under finance leases		-			41
Accumulated depreciation		(1,282	)		(1,232	)
Total finance lease assets, net	$	751		$	842

Accrued expenses (Current liabilities)	$	324		$	324
Long-term finance lease liability		553			636
Total finance lease liabilities	$	877		$	960

Weighted Average remaining Lease Term (in years)		2.58			2.83

Weighted Average Discount Rate		4.86	%		4.86	%

Maturities of Lease Liability:	Operating Lease Liabilities			Finance Lease Liabilities			Net Lease Commitments

2025	$	5,182		$	324		$	5,506
2026		5,040			362			5,402
2027		4,107			257			4,364
2028		2,468			-			2,468
2029		560			-			560
Thereafter		374			-			374
Total lease payments	$	17,731		$	943		$	18,674
Less: Interest		(1,767	)		(66	)		(1,833	)
Present Value of Lease Liabilities	$	15,964		$	877		$	16,841

Note 15 - Income Taxes

3 Months Ended

Sep. 30, 2024

Notes to Financial Statements

Income Tax Disclosure [Text Block]

NOTE 15 – INCOME TAXES

	Three Months Ended
	September 30
	2024			2023
Reconciliation of effective tax rate:

Provision for income taxes at the anticipated annual tax rate		25.80	%		26.80	%
Uncertain tax positions		0.8			0.9
Deferred income tax adjustment		2.2			-
Share-based compensation		(9.1	)		(5.1	)
Effective tax rate		19.7	%		22.6	%

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Sep. 30, 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

Significant Accounting Policies (Policies)

3 Months Ended

Sep. 30, 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:

●

Customer specific branded print graphics

●

Electrical components based on customer specifications

●

Digital signage and related media content

Disaggregation of Revenue

	Three Months Ended
(In thousands)	September 30, 2024
	Lighting Segment		Display Solutions Segment
Timing of revenue recognition
Products and services transferred at a point in time	$	48,211	$	62,094
Products and services transferred over time		10,226		17,564
	$	58,437	$	79,658

Type of Product and Services
LED lighting, digital signage solutions, electronic circuit boards	$	47,429	$	8,436
Poles and other display solutions elements		10,393		55,703
Project management, installation services, shipping and handling		615		15,519
	$	58,437	$	79,658

	Three Months Ended
(In thousands)	September 30, 2023
	Lighting Segment		Display Solutions Segment
Timing of revenue recognition
Products and services transferred at a point in time	$	57,652	$	39,988
Products and services transferred over time		9,989		15,812
	$	67,641	$	55,800

Type of Product and Services
LED lighting, digital signage solutions, electronic circuit boards	$	55,491	$	8,933
Poles and other display solutions elements		11,383		34,869
Project management, installation services, shipping and handling		767		11,998
	$	67,641	$	55,800

Practical Expedients and Exemptions

●

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

●

New Accounting Pronouncements, Policy [Policy Text Block]

New Accounting Pronouncements:

Note 2 - Summary of Significant Accounting Policies (Tables)

3 Months Ended

Sep. 30, 2024

Notes Tables

Disaggregation of Revenue [Table Text Block]

	Three Months Ended
(In thousands)	September 30, 2024
	Lighting Segment		Display Solutions Segment
Timing of revenue recognition
Products and services transferred at a point in time	$	48,211	$	62,094
Products and services transferred over time		10,226		17,564
	$	58,437	$	79,658

Type of Product and Services
LED lighting, digital signage solutions, electronic circuit boards	$	47,429	$	8,436
Poles and other display solutions elements		10,393		55,703
Project management, installation services, shipping and handling		615		15,519
	$	58,437	$	79,658

	Three Months Ended
(In thousands)	September 30, 2023
	Lighting Segment		Display Solutions Segment
Timing of revenue recognition
Products and services transferred at a point in time	$	57,652	$	39,988
Products and services transferred over time		9,989		15,812
	$	67,641	$	55,800

Type of Product and Services
LED lighting, digital signage solutions, electronic circuit boards	$	55,491	$	8,933
Poles and other display solutions elements		11,383		34,869
Project management, installation services, shipping and handling		767		11,998
	$	67,641	$	55,800

Note 3 - Acquisition of EMI Industries, LLC (Tables)

3 Months Ended

Sep. 30, 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]

(in thousands; unaudited)	Twelve Month Ended June 30
	2024		2023
Sales	$	535,849	$	578,169

Gross Profit	$	141,788	$	147,967

Operating Income	$	36,303	$	38,798

Note 4 - Segment Reporting Information (Tables)

3 Months Ended

Sep. 30, 2024

Notes Tables

Schedule of Segment Reporting Information, by Segment [Table Text Block]

(In thousands)	Three Months Ended
	September 30
	2024			2023
Net Sales:
Lighting Segment	$	58,437		$	67,641
Display Solutions Segment		79,658			55,800
	$	138,095		$	123,441

Operating Income (Loss):
Lighting Segment	$	5,759		$	8,753
Display Solutions Segment		7,708			7,219
Corporate and Eliminations		(4,336	)		(4,944	)
	$	9,131		$	11,028

Capital Expenditures:
Lighting Segment	$	712		$	862
Display Solutions Segment		47			519
Corporate and Eliminations		-			12
	$	759		$	1,393

Depreciation and Amortization:
Lighting Segment	$	1,212		$	1,309
Display Solutions Segment		1,635			976
Corporate and Eliminations		93			86
	$	2,940		$	2,371

Reconciliation of Assets from Segment to Consolidated [Table Text Block]

	September 30, 2024		June 30, 2024
Identifiable Assets:
Lighting Segment	$	125,965	$	130,695
Display Solutions Segment		214,534		208,248
Corporate and Eliminations		9,003		9,857
	$	349,502	$	348,800

Reconciliation of Revenue from Segments to Consolidated [Table Text Block]

Inter-segment sales
	Three Months Ended
(In thousands)	September 30
	2024		2023
Lighting Segment inter-segment net sales	$	5,984	$	6,864
Display Solutions Segment inter-segment net sales	$	171	$	455

Note 5 - Earnings Per Common Share (Tables)

3 Months Ended

Sep. 30, 2024

Notes Tables

Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]

(in thousands, except per share data)	Three Months Ended
	September 30
	2024		2023
BASIC EARNINGS PER SHARE

Net Income	$	6,682	$	8,028

Weighted average shares outstanding during the period, net of treasury shares		28,514		27,738

Weighted average vested restricted stock units outstanding		90		82

Weighted average shares outstanding in the Deferred Compensation Plan during the period		989		937
Weighted average shares outstanding		29,593		28,757

Basic income per share	$	0.23	$	0.28

DILUTED EARNINGS PER SHARE

Net Income	$	6,682	$	8,028

Weighted average shares outstanding

Basic		29,593		28,757

Effect of dilutive securities (a):
Impact of common shares to be issued under stock option plans, and Contingently issuable shares, if any		937		1,198
Weighted average shares outstanding		30,530		29,955

Diluted income per share	$	0.22	$	0.27

Anti-dilutive securities (b)		265		-

Note 6 - Inventories, Net (Tables)

3 Months Ended

Sep. 30, 2024

Notes Tables

Schedule of Inventory, Current [Table Text Block]

(In thousands)	September 30, 2024		June 30, 2024

Inventories:
Raw materials	$	52,608	$	52,644
Work-in-progress		6,344		6,244
Finished goods		12,310		12,025
Total Inventories	$	71,262	$	70,913

Note 7 - Accrued Expenses (Tables)

3 Months Ended

Sep. 30, 2024

Notes Tables

Schedule of Accrued Liabilities [Table Text Block]

(In thousands)	September 30, 2024		June 30, 2024
Accrued Expenses:
Customer prepayments	$	10,291	$	8,475
Compensation and benefits		9,256		10,217
Accrued warranty		6,564		6,623
Accrued sales commissions		2,668		3,937
Accrued freight		2,159		2,270
Operating lease liabilities		5,182		5,560
Finance lease liabilities		324		324
Other accrued expenses		6,208		6,038
Total Accrued Expenses	$	42,652	$	43,444

Note 8 - Goodwill and Other Intangible Assets (Tables)

3 Months Ended

Sep. 30, 2024

Notes Tables

Schedule of Goodwill [Table Text Block]

(In thousands)	Lighting Segment			Display Solutions Segment			Total
Balance as of September 30, 2024
Goodwill	$	70,971		$	75,773		$	146,744
Accumulated impairment losses		(61,763	)		(27,525	)		(89,288	)
Goodwill, net as of September 30, 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]

(In thousands)	September 30, 2024
	Gross Carrying Amount		Accumulated Amortization		Net Amount

Amortized Intangible Assets
Customer relationships	$	69,573	$	22,310	$	47,263
Patents		268		268		-
LED technology, software		24,126		17,444		6,682
Trade name		2,658		1,292		1,366
Non-compete		400		185		215
Total Amortized Intangible Assets	$	97,025	$	41,499	$	55,526

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	$	41,499	$	72,508

(In thousands)	June 30, 2024
	Gross Carrying Amount		Accumulated Amortization		Net Amount

Amortized Intangible Assets
Customer relationships	$	69,573	$	21,332	$	48,241
Patents		268		268		-
LED technology, 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]

(In thousands)	2024		2023

Amortization expense of other intangible assets	$	1,408	$	1,190

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

Note 9 - Debt (Tables)

3 Months Ended

Sep. 30, 2024

Notes Tables

Schedule of Debt [Table Text Block]

	September 30,		June 30,
(In thousands)	2024		2024

Secured line of credit	$	33,415	$	38,766
Term loan, net of debt issuance costs of $12 and $14, respectively		14,274		15,463
Total debt		47,689		54,229
Less: amounts due within one year		3,571		3,571
Total amounts due after one year, net	$	44,118	$	50,658

Note 12 - Supplemental Cash Flow Information (Tables)

3 Months Ended

Sep. 30, 2024

Notes Tables

Schedule of Cash Flow, Supplemental Disclosures [Table Text Block]

(in thousands)	Three Months Ended
	September 30
	2024		2023
Cash Payments:
Interest	$	865	$	548
Income taxes	$	40	$	1,075


Non-cash investing and financing activities
Issuance of common shares as compensation	$	113	$	113
Issuance of common shares to fund deferred compensation plan	$	487	$	437
Issuance of common shares to fund ESPP plan	$	45	$	57

Note 14 - Leases (Tables)

3 Months Ended

Sep. 30, 2024

Notes Tables

Lease, Cost [Table Text Block]

	Three Months Ended
	September 30
(In thousands)	2024			2023
Operating lease cost	$	1,622		$	906
Financing lease cost:
Amortization of right of use assets		73			73
Interest on lease liabilities		11			15
Variable lease cost		7			22
Sublease income		(39	)		-
Total lease cost	$	1,674		$	1,016

	Three Months Ended
Supplemental Cash Flow Information	September 30
(in thousands)	2024		2023
Cash flows from operating leases
Fixed payments - operating lease cash flows	$	1,629	$	764
Liability reduction - operating cash flows	$	1,380	$	680

Cash flows from finance leases
Interest - operating cash flows	$	11	$	15
Repayments of principal portion - financing cash flows	$	83	$	77

Operating Leases:	September 30, 2024			June 30, 2024
Total operating right-of-use assets	$	14,958		$	15,912

Accrued Expenses		5,182			5,560
Long-term operating lease liability		10,782			11,267
Total operating lease liabilities	$	15,964		$	16,827

Weighted Average remaining Lease Term (in years)		3.35			3.49

Weighted Average Discount Rate		5.93	%		5.90	%

Financing Leases	September 30, 2024			June 30, 2024
Buildings under finance leases	$	2,033		$	2,033
Equipment under finance leases		-			41
Accumulated depreciation		(1,282	)		(1,232	)
Total finance lease assets, net	$	751		$	842

Accrued expenses (Current liabilities)	$	324		$	324
Long-term finance lease liability		553			636
Total finance lease liabilities	$	877		$	960

Weighted Average remaining Lease Term (in years)		2.58			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			Net Lease Commitments

2025	$	5,182		$	324		$	5,506
2026		5,040			362			5,402
2027		4,107			257			4,364
2028		2,468			-			2,468
2029		560			-			560
Thereafter		374			-			374
Total lease payments	$	17,731		$	943		$	18,674
Less: Interest		(1,767	)		(66	)		(1,833	)
Present Value of Lease Liabilities	$	15,964		$	877		$	16,841

Note 15 - Income Taxes (Tables)

3 Months Ended

Sep. 30, 2024

Notes Tables

Schedule of Effective Income Tax Rate Reconciliation [Table Text Block]

	Three Months Ended
	September 30
	2024			2023
Reconciliation of effective tax rate:

Provision for income taxes at the anticipated annual tax rate		25.80	%		26.80	%
Uncertain tax positions		0.8			0.9
Deferred income tax adjustment		2.2			-
Share-based compensation		(9.1	)		(5.1	)
Effective tax rate		19.7	%		22.6	%

Note 2 - Summary of Significant Accounting Policies - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Net sales	$ 138,095	$ 123,441
Lighting Segment [Member]
Net sales	58,437	67,641
Lighting Segment [Member] \| LED Lighting, Digital Signage, Electronic Circuit Boards [Member]
Net sales	47,429	55,491
Lighting Segment [Member] \| Legacy Products [Member]
Net sales	10,393	11,383
Lighting Segment [Member] \| Turnkey Services and Other [Member]
Net sales	615	767
Display Solutions Segment [Member]
Net sales	79,658	55,800
Display Solutions Segment [Member] \| LED Lighting, Digital Signage, Electronic Circuit Boards [Member]
Net sales	8,436	8,933
Display Solutions Segment [Member] \| Legacy Products [Member]
Net sales	55,703	34,869
Display Solutions Segment [Member] \| Turnkey Services and Other [Member]
Net sales	15,519	11,998
Transferred at Point in Time [Member] \| Lighting Segment [Member]
Net sales	48,211	57,652
Transferred at Point in Time [Member] \| Display Solutions Segment [Member]
Net sales	62,094	39,988
Transferred over Time [Member] \| Lighting Segment [Member]
Net sales	10,226	9,989
Transferred over Time [Member] \| Display Solutions Segment [Member]
Net sales	$ 17,564	$ 15,812

Note 3 - Acquisition of EMI Industries, LLC (Details Textual) - USD ($)		2 Months Ended	3 Months Ended		12 Months Ended
	Apr. 18, 2024	Jun. 30, 2024	Sep. 30, 2024	Sep. 30, 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
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

Note 3 - Acquisition of EMI Industries, LLC - Schedule of Assets Acquired (Details) - USD ($) $ in Thousands	Sep. 30, 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

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

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

Note 4 - Segment Reporting Information (Details Textual)	3 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Number of Operating Segments	2
Intersegment Revenue Markup Percentage	10.00%
Customer Concentration Risk [Member] \| Revenue Benchmark [Member]
Number of Major Customers	0	0
Customer Concentration Risk [Member] \| Accounts Receivable [Member]
Number of Major Customers	0	0

Note 4 - Segment Reporting Information - Summarized Financial Information by Operating Segments (Details) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Net sales	$ 138,095	$ 123,441
Operating Income (Loss)	9,131	11,028
Capital Expenditures	759	1,393
Depreciation and amortization	2,940	2,371
Corporate and Eliminations [Member]
Operating Income (Loss)	(4,336)	(4,944)
Capital Expenditures	0	12
Depreciation and amortization	93	86
Lighting Segment [Member]
Net sales	58,437	67,641
Lighting Segment [Member] \| Operating Segments [Member]
Operating Income (Loss)	5,759	8,753
Capital Expenditures	712	862
Depreciation and amortization	1,212	1,309
Display Solutions Segment [Member]
Net sales	79,658	55,800
Display Solutions Segment [Member] \| Operating Segments [Member]
Operating Income (Loss)	7,708	7,219
Capital Expenditures	47	519
Depreciation and amortization	$ 1,635	$ 976

Note 4 - Segment Reporting Information - Identifiable Assets by Segment (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Jun. 30, 2024
Total Assets	$ 349,502	$ 348,800
Corporate and Eliminations [Member]
Total Assets	9,003	9,857
Lighting Segment [Member] \| Operating Segments [Member]
Total Assets	125,965	130,695
Display Solutions Segment [Member] \| Operating Segments [Member]
Total Assets	$ 214,534	$ 208,248

Note 4 - Segment Reporting Information - Intersegment Revenues (Details) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Net sales	$ 138,095	$ 123,441
Lighting Segment [Member]
Net sales	58,437	67,641
Display Solutions Segment [Member]
Net sales	79,658	55,800
Intersegment Eliminations [Member] \| Lighting Segment [Member]
Net sales	5,984	6,864
Intersegment Eliminations [Member] \| Display Solutions Segment [Member]
Net sales	$ 171	$ 455

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

Sep. 30, 2024

Sep. 30, 2023

Net income

$ 6,682

$ 8,028

Weighted average shares outstanding during the period, net of treasury shares (in shares)

28,514

27,738

Weighted average vested restricted stock units outstanding (in shares)

989

937

Weighted average shares outstanding (in shares)

29,593

28,757

Basic income per share (in dollars per share)

$ 0.23

$ 0.28

Basic (in shares)

29,593

28,757

Impact of common shares to be issued under stock option plans, and Contingently issuable shares, if any (in shares)

^[1]

937

1,198

Weighted average shares outstanding (in shares)

30,530

29,955

Diluted income per share (in dollars per share)

$ 0.22

$ 0.27

Anti-dilutive securities (b) (in shares)

^[2]

265

Restricted Stock Units (RSUs) [Member]

Weighted average vested restricted stock units outstanding (in shares)

[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 months ended September 30, 2024, and September 30, 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.

Note 6 - Inventories, Net - Inventories (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Jun. 30, 2024
Raw materials	$ 52,608	$ 52,644
Work-in-progress	6,344	6,244
Finished goods	12,310	12,025
Total Inventories	$ 71,262	$ 70,913

Note 7 - Accrued Expenses - Accrued Expenses (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Jun. 30, 2024
Customer prepayments	$ 10,291	$ 8,475
Compensation and benefits	9,256	10,217
Accrued warranty	6,564	6,623
Accrued sales commissions	2,668	3,937
Accrued freight	2,159	2,270
Operating lease liabilities	5,182	5,560
Finance lease liabilities	324	324
Other accrued expenses	6,208	6,038
Total Accrued Expenses	$ 42,652	$ 43,444

Note 7 - Accrued Expenses - Accrued Expenses (Details) (Parentheticals)	Sep. 30, 2024	Jun. 30, 2024
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Accrued expenses	Accrued expenses
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Accrued expenses	Accrued expenses

Note 8 - Goodwill and Other Intangible Assets (Details Textual)	3 Months Ended
	Sep. 30, 2024
Number of Reporting Units	4

Note 8 - Goodwill and Other Intangible Assets - Goodwill (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Jun. 30, 2024
Goodwill	$ 146,744	$ 146,685
Accumulated impairment losses	(89,288)	(89,288)
Goodwill	57,456	57,397
Lighting Segment [Member]
Goodwill	70,971	70,971
Accumulated impairment losses	(61,763)	(61,763)
Goodwill	9,208	9,208
Display Solutions Segment [Member]
Goodwill	75,773	75,714
Accumulated impairment losses	(27,525)	(27,525)
Goodwill	$ 48,248	$ 48,189

Note 8 - Goodwill and Other Intangible Assets - Other Intangible Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Jun. 30, 2024
Amortized intangible assets, gross	$ 97,025	$ 97,025
Accumulated amortization	41,499	40,091
Amortized intangible assets, net	55,526	56,934
Indefinite-lived intangible assets, gross	16,982	16,982
Total other intangible assets, gross	114,007	114,007
Intangible assets, net	72,508	73,916
Trademarks and Trade Names [Member]
Indefinite-lived intangible assets, gross	16,982	16,982
Customer Relationships [Member]
Amortized intangible assets, gross	69,573	69,573
Accumulated amortization	22,310	21,332
Amortized intangible assets, net	47,263	48,241
Patents [Member]
Amortized intangible assets, gross	268	268
Accumulated amortization	268	268
Amortized intangible assets, net	0	0
Technology-Based Intangible Assets [Member]
Amortized intangible assets, gross	24,126	24,126
Accumulated amortization	17,444	17,058
Amortized intangible assets, net	6,682	7,068
Trade Names [Member]
Amortized intangible assets, gross	2,658	2,658
Accumulated amortization	1,292	1,265
Amortized intangible assets, net	1,366	1,393
Noncompete Agreements [Member]
Amortized intangible assets, gross	400	400
Accumulated amortization	185	168
Amortized intangible assets, net	$ 215	$ 232

Note 8 - Goodwill and Other Intangible Assets - Amortization Expense of Other Intangible Assets (Details) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Amortization expense of other intangible assets	$ 1,408	$ 1,190

Note 8 - Goodwill and Other Intangible Assets - Schedule of Future Amortization Expense (Details) $ in Thousands	Sep. 30, 2024 USD ($)
2025	$ 5,739
2026	5,733
2027	5,512
2028	5,125
2029	4,497
After 2029	$ 30,328

Note 9 - Debt (Details Textual) - USD ($) $ in Millions	1 Months Ended	3 Months Ended
Note 9 - Debt (Details Textual) - USD ($) $ in Millions	Sep. 30, 2021	Dec. 31, 2024	Sep. 30, 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%
Secured Overnight Financing Rate (SOFR) [Member] \| Forecast [Member]
Debt Instrument, Basis Spread on Variable Rate		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
Debt Instrument, Interest Rate, Effective Percentage			6.00%
Line of Credit Facility, Remaining Borrowing Capacity			$ 41.6
Term Loan [Member]
Debt Instrument, Face Amount	25.0
Debt Instrument, Annual Principal Payment	$ 3.6
Debt Instrument, Term	5 years

Note 9 - Debt - Debt (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Jun. 30, 2024
Secured line of credit	$ 33,415	$ 38,766
Total debt	47,689	54,229
Less: amounts due within one year	3,571	3,571
Total amounts due after one year, net	44,118	50,658
Term Loan [Member]
Total debt	$ 14,274	$ 15,463

Note 9 - Debt - Debt (Details) (Parentheticals) - USD ($) $ in Thousands	Sep. 30, 2024	Jun. 30, 2024
Term Loan [Member]
Debt Issuance Costs, Net	$ 12	$ 14

Note 10 - Cash Dividends (Details Textual) - USD ($) $ / shares in Units, $ in Millions	1 Months Ended	3 Months Ended
	Nov. 26, 2024	Sep. 30, 2024	Sep. 30, 2023
Payments of Dividends		$ 1.5	$ 1.4
Dividends Accrued		$ 0.2	$ 0.1
O 2025 A Dividends [Member]
Dividends Payable, Amount Per Share		$ 0.2
Subsequent Event [Member] \| O 2025 Q2 Dividends [Member]
Dividends Payable, Amount Per Share	$ 0.05
Dividends Payable, Date to be Paid	Nov. 26, 2024
Dividends Payable, Date of Record	Nov. 18, 2024

Note 11 - Equity Compensation (Details Textual) - USD ($) $ / shares in Units, $ in Millions	1 Months Ended	3 Months Ended
	Nov. 30, 2022	Sep. 30, 2024	Sep. 30, 2023	Nov. 30, 2021
Share-Based Payment Arrangement, Expense		$ 1.1	$ 1.2
LSi Employee Stock Purchase Plan (ESPP) [Member]
Employee Stock Ownership Plan (ESOP), Number of Allocated Shares		239,000		270,000
Employee Stock Ownership Plan (ESOP), Discount Percentage				10.00%
Employee Stock Ownership Plan (ESOP), Shares Contributed to ESOP		3,000
Restricted Stock Units (RSUs) [Member]
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		$ 14.92
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		$ 14.92
The 2019 Omnibus Award Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Additional Shares Authorized	2,350,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Available for Grant		1,438,315
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

Note 12 - Supplemental Cash Flow Information - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Interest	$ 865	$ 548
Income taxes	40	1,075
Issuance of common shares as compensation	113	113
Issuance of common shares to fund deferred compensation plan	487	437
Issuance of common shares to fund ESPP plan	$ 45	$ 57

Note 13 - Commitments and Contingencies (Details Textual) $ in Thousands	Sep. 30, 2024 USD ($)
Standby Letters of Credit [Member]
Letters of Credit Outstanding, Amount	$ 0

Note 14 - Leases (Details Textual)	Sep. 30, 2024
Minimum [Member]
Lessee, Operating Lease, Remaining Lease Term	1 year
Maximum [Member]
Lessee, Operating Lease, Remaining Lease Term	7 years

Note 14 - Leases - Operating Lease Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Jun. 30, 2024
Operating lease cost	$ 1,622	$ 906
Fixed payments - operating lease cash flows	1,629	764
Total operating right-of-use assets	14,958		$ 15,912
Buildings under finance leases	2,033		2,033
Amortization of right of use assets	73	73
Liability reduction - operating cash flows	1,380	680
Operating lease liabilities	5,182		5,560
Total finance lease assets, gross	2,033		2,033
Interest on lease liabilities	11	15
Interest - operating cash flows	11	15
Long-term operating lease liability	10,782		11,267
Accumulated depreciation	(1,282)		(1,232)
Variable lease cost	7	22
Repayments of principal portion - financing cash flows	83	77
Total operating lease liabilities	15,964		16,827
Total finance lease assets, net	751		$ 842
Sublease income	$ 39	(0)
Weighted Average remaining Lease Term (in years) (Year)	3 years 4 months 6 days		3 years 5 months 26 days
Accrued expenses (Current liabilities)	$ 324		$ 324
Total lease cost	$ 1,674	$ 1,016
Weighted Average Discount Rate	5.93%		5.90%
Long-term finance lease liability	$ 553		$ 636
Total finance lease liabilities	$ 877		$ 960
Weighted Average remaining Lease Term (in years) (Year)	2 years 6 months 29 days		2 years 9 months 29 days
Weighted Average Discount Rate	4.86%		4.86%
Buildings Under Finance Leases [Member]
Buildings under finance leases	$ 2,033		$ 2,033
Total finance lease assets, gross	2,033		2,033
Equipment Under Finance Leases [Member]
Buildings under finance leases	0		41
Total finance lease assets, gross	$ 0		$ 41

Note 14 - Leases - Maturities of Lease Liability (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Jun. 30, 2024
2025, operating leases	$ 5,182
2025, finance leases	324
2025, net lease commitments	5,506
2026, operating leases	5,040
2026, finance leases	362
2026, net lease commitments	5,402
2027, operating leases	4,107
2027, finance leases	257
2027, net lease commitments	4,364
2028, operating leases	2,468
2028, finance leases	0
2028, net lease commitments	2,468
2029, operating leases	560
2029, finance leases	0
2029, net lease commitments	560
Thereafter, operating leases	374
Thereafter, finance leases	0
Thereafter, net lease commitments	374
Total lease payments, operating leases	17,731
Total lease payments, finance leases	943
Total lease payments, net lease commitments	18,674
Less: Interest, operating leases	(1,767)
Less: Interest, finance leases	(66)
Less: Interest, net lease commitments	(1,833)
Present Value of Lease Liabilities, operating leases	15,964	$ 16,827
Present Value of Lease Liabilities, finance leases	877	$ 960
Present Value of Lease Liabilities, net lease commitments	$ 16,841

Note 15 - Income Taxes - Reconciliation of Income Tax Rate (Details)	3 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Provision for income taxes at the anticipated annual tax rate	25.80%	26.80%
Uncertain tax positions	0.80%	0.90%
Deferred income tax adjustment	2.20%	0.00%
Share-based compensation	(9.10%)	(5.10%)
Effective tax rate	19.70%	22.60%

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