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, 2023, 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 27, 2023, there were 28,921,449 shares of the registrant's common stock, no par value per share, outstanding.

Page 1

LSI INDUSTRIES INC.

FORM 10-Q

FOR THE QUARTER ENDED SEPTEMBER 30, 2023

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	19

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	25

ITEM 4.	CONTROLS AND PROCEDURES	25

PART II. OTHER INFORMATION		26

ITEM 5.	OTHER INFORMATION	26

ITEM 6.	EXHIBITS	26

SIGNATURES		27

Page 2

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

LSI INDUSTRIES INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended
	September 30
(In thousands, except per share data)	2023		2022

Net Sales	$	123,441	$	127,069

Cost of products and services sold		86,505		92,319

Severance and restructuring costs		347		12

Gross profit		36,589		34,738

Severance and restructuring costs		6		-

Selling and administrative expenses		25,555		24,717

Operating income		11,028		10,021

Interest expense		566		788

Other expense		96		213

Income before income taxes		10,366		9,020

Income tax expense		2,338		2,758

Net income	$	8,028	$	6,262

Earnings per common share (see Note 4)
Basic	$	0.28	$	0.23
Diluted	$	0.27	$	0.22

Weighted average common shares outstanding
Basic		28,757		27,641
Diluted		29,955		28,664

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

Page 3

LSI INDUSTRIES INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

	Three Months Ended
	September 30
(In thousands)	2023			2022

Net Income	$	8,028		$	6,262

Foreign currency translation adjustment		(56	)		7

Comprehensive Income	$	7,972		$	6,269

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)

	September 30,			June 30,
(In thousands, except shares)	2023			2023

ASSETS

Current assets

Cash and cash equivalents	$	3,533		$	1,828

Accounts receivable, less allowance for credit losses of $414 and $435, respectively		82,266			77,681

Inventories		63,089			63,718

Refundable income taxes		1,348			3,120

Other current assets		3,956			3,529

Total current assets		154,192			149,876

Property, Plant and Equipment, at cost
Land		4,010			4,010
Buildings		24,515			24,561
Machinery and equipment		66,377			67,457
Buildings under finance leases		2,033			2,033
Construction in progress		1,716			1,231
		98,651			99,292
Less accumulated depreciation		(73,119	)		(73,861	)
Net property, plant and equipment		25,532			25,431

Goodwill		45,030			45,030

Other intangible assets, net		62,013			63,203

Operating lease right-of-use assets		10,742			8,921

Other long-term assets, net		4,259			3,688

Total assets	$	301,768		$	296,149

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)

	September 30,			June 30,
(In thousands, except shares)	2023			2023

LIABILITIES & SHAREHOLDERS' EQUITY

Current liabilities
Current maturities of long-term debt	$	3,571		$	3,571
Accounts payable		33,552			29,206
Accrued expenses		40,850			43,785

Total current liabilities		77,973			76,562

Long-term debt		25,098			31,629

Finance lease liabilities		881			960

Operating lease liabilities		7,626			5,954

Other long-term liabilities		3,644			3,466

Commitments and contingencies (Note 12)

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 28,878,038 and 28,488,570 shares, respectively		151,067			148,691
Treasury shares, without par value		(7,583	)		(7,166	)
Deferred compensation plan		7,583			7,166
Retained earnings		35,196			28,548
Accumulated other comprehensive income		283			339

Total shareholders' equity		186,546			177,578

Total liabilities & shareholders' equity	$	301,768		$	296,149

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

Page 6

LSI INDUSTRIES INC.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(Unaudited)

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

Balance at June 30, 2022		27,484	$	139,500			(822	)	$	(5,927	)	$	5,927	$	45	$	8,224		$	147,769

Net Income		-		-			-			-			-		-		6,262			6,262
Other comprehensive gain		-		-			-			-			-		7		-			7
Board stock compensation		12		75			-			-			-		-		-			75
Restricted stock units issued, net of shares withheld for tax withholdings		201		(66	)		-			-			-		-		-			(66	)
Shares issued for deferred compensation		80		539			-			-			-		-		-			539
Activity of treasury shares, net		-		-			(77	)		(512	)		-		-		-			(512	)
Deferred stock compensation		-		-			-			-			512		-		-			512
Stock-based compensation expense				551			-			-			-		-		-			551
Stock options exercised, net		-		-			-			-			-		-		-			-
Dividends — $0.20 per share		-		-			-			-			-		-		(1,408	)		(1,408	)

Balance at September 30, 2022		27,777	$	140,599			(899	)	$	(6,439	)	$	6,439	$	52	$	13,078		$	153,729

	Common Shares				Treasury Shares						Key Executive		Accumulated Other						Total
	Number Of				Number Of						Compensation		Comprehensive			Retained			Shareholders'
	Shares		Amount		Shares			Amount			Amount		Income			Earnings			Equity

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

Net Income		-		-		-			-			-		-			8,028			8,028
Other comprehensive loss		-		-		-			-			-		(56	)		-			(56	)
Board stock compensation		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		437		-			-			-		-			-			437
Activity of treasury shares, net		-		-		(30	)		(417	)		-		-			-			(417	)
Deferred stock compensation		-		-		-			-			417		-			-			417
Stock-based compensation expense				1,220		-			-			-		-			-			1,220
Stock options exercised, net		70		549		-			-			-		-			-			549
Dividends — $0.20 per share		-		-		-			-			-		-			(1,380	)		(1,380	)

Balance at September 30, 2023		28,878	$	151,067		(952	)	$	(7,583	)	$	7,583	$	283		$	35,196		$	186,546

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
	September 30
(In thousands)	2023			2022

Cash Flows from Operating Activities
Net income	$	8,028		$	6,262
Non-cash items included in net income
Depreciation and amortization		2,371			2,421
Deferred income taxes		(681	)		350
Deferred compensation plan		437			539
ESPP Discount		57			-
Stock compensation expense		1,220			551
Issuance of common shares as compensation		113			75
Loss on disposition of fixed assets		47			2
Allowance for credit losses		(9	)		8
Inventory obsolescence reserve		262			250

Changes in certain assets and liabilities
Accounts receivable		(4,576	)		2,293
Inventories		367			(6,286	)
Refundable income taxes		1,772			(77	)
Accounts payable		4,345			6,350
Accrued expenses and other		(4,634	)		(1,943	)
Customer prepayments		1,473			(212	)
Net cash flows provided by operating activities		10,592			10,583

Cash Flows from Investing Activities
Purchases of property, plant and equipment		(1,393	)		(434	)
Net cash flows used in investing activities		(1,393	)		(434	)

Cash Flows from Financing Activities
Payments of long-term debt		(49,362	)		(47,123	)
Borrowings of long-term debt		42,831			45,073
Cash dividends paid		(1,380	)		(1,408	)
Shares withheld for employees' taxes		-			(66	)
Payments on financing lease obligations		(77	)		(66	)
Proceeds from stock option exercises		549			-
Net cash flows used in financing activities		(7,439	)		(3,590	)

Change related to foreign currency		(55	)		7

Increase in cash and cash equivalents		1,705			6,566

Cash and cash equivalents at beginning of period		1,828			2,462

Cash and cash equivalents at end of period	$	3,533		$	9,028

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, 2023, the results of its operations for the three-month periods ended September 30, 2023, and 2022, and its cash flows for the three-month periods ended September 30, 2023, and 2022. These statements should be read in conjunction with the financial statements and footnotes included in the fiscal 2023 Annual Report on Form 10-K. Financial information as of June 30, 2023, 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 2023 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, 2023				September 30, 2022
	Lighting Segment		Display Solutions Segment		Lighting Segment		Display Solutions Segment
Timing of revenue recognition
Products and services transferred at a point in time	$	57,652	$	39,988	$	58,077	$	47,489
Products and services transferred over time		9,989		15,812		9,456		12,047
	$	67,641	$	55,800	$	67,533	$	59,536

	Three Months Ended
	September 30, 2023				September 30, 2022
	Lighting Segment		Display Solutions Segment		Lighting Segment		Display Solutions Segment
Type of Product and Services
LED lighting, digital signage solutions, electronic circuit boards	$	55,491	$	8,933	$	55,535	$	7,175
Poles, other display solution elements		11,383		34,869		11,129		41,471
Project management, installation services, shipping and handling		767		11,998		869		10,890
	$	67,641	$	55,800	$	67,533	$	59,536

Practical Expedients and Exemptions

●

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

●

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

●

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

●

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

New Accounting Pronouncements:

In October 2021, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2021-08, “Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers,” creating an exception to the recognition and measurement principles in ASC 805. The amendment requires that entities apply ASC 606, “Revenue from Contracts with Customers,” rather than using fair value, to recognize and measure contracts assets and contract liabilities from contracts with customers acquired in a business combination. The ASU is effective for fiscal years beginning after December 15, 2022, and interim periods therein. Early adoption is permitted, including adoption in an interim period, regardless of whether a business combination occurs in that period. The guidance should be applied prospectively; however, an entity that elects to early adopt in an interim period should apply the amendments to all business combinations that occurred during the fiscal year that includes that interim period. There has not been a material impact on the Company’s consolidated financial statements and related disclosures as a result of its adoption of the guidance on July 1, 2023.

Page 10

NOTE 3 - 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 (formerly known as the Graphics Segment), 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, display fixtures, refrigerated displays, and 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 restaurant market, retail and grocery store markets, the automotive market, the warehouse market, and the sports court and field market. 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, 2023, or 2022. There was no concentration of accounts receivable at September 30, 2023. One customer in the Display Solutions Segment represents $8.5 million or 11% of accounts receivable at September 30, 2022.

Page 11

Summarized financial information for the Company’s operating segments is provided for the indicated periods and as of September 30, 2023, and September 30, 2022:

	Three Months Ended
(In thousands)	September 30
	2023			2022
Net Sales:
Lighting Segment	$	67,641		$	67,533
Display Solutions Segment		55,800			59,536
	$	123,441		$	127,069

Operating Income (Loss):
Lighting Segment	$	8,753		$	9,158
Display Solutions Segment		7,219			6,496
Corporate and Eliminations		(4,944	)		(5,633	)
	$	11,028		$	10,021

Capital Expenditures:
Lighting Segment	$	862		$	249
Display Solutions Segment		519			162
Corporate and Eliminations		12			23
	$	1,393		$	434

Depreciation and Amortization:
Lighting Segment	$	1,309		$	1,387
Display Solutions Segment		976			974
Corporate and Eliminations		86			60
	$	2,371		$	2,421

	September 30, 2023		June 30, 2023
Total Assets:
Lighting Segment	$	145,085	$	142,941
Display Solutions Segment		149,306		145,307
Corporate and Eliminations		7,377		7,901
	$	301,768	$	296,149

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
	2023		2022
Lighting Segment inter-segment net sales	$	6,864	$	6,143

Display Solutions Segment inter-segment net sales	$	455	$	66

Page 12

NOTE 4 - 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
	2023		2022

BASIC EARNINGS PER SHARE

Net income	$	8,028	$	6,262

Weighted average shares outstanding during the period, net of treasury shares		27,738		26,730
Weighted average vested restricted stock units outstanding		82		46
Weighted average shares outstanding in the Deferred Compensation Plan during the period		937		865
Weighted average shares outstanding		28,757		27,641

Basic earnings per common share	$	0.28	$	0.23


DILUTED EARNINGS PER SHARE

Net income	$	8,028	$	6,262

Weighted average shares outstanding:

Basic		28,757		27,641

Effect of dilutive securities (a):
Impact of common shares to be issued under stock option plans, and contingently issuable shares, if any		1,198		1,023
Weighted average shares outstanding		29,955		28,664

Diluted earnings per common share	$	0.27	$	0.22

Anti-dilutive securities (b)		-		213

(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, 2023, and September 30, 2022, 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 13

NOTE 5 – INVENTORIES, NET

The following information is provided as of the dates indicated:

	September 30,		June 30,
(In thousands)	2023		2023

Inventories:
Raw materials	$	46,081	$	47,689
Work-in-progress		3,278		3,373
Finished goods		13,730		12,656
Total Inventories	$	63,089	$	63,718

NOTE 6 - ACCRUED EXPENSES

The following information is provided as of the dates indicated:

	September 30,		June 30,
(In thousands)	2023		2023

Accrued Expenses:
Customer prepayments	$	6,902	$	5,425
Compensation and benefits		10,436		13,116
Accrued warranty		6,448		6,501
Operating lease liabilities		3,805		3,566
Accrued sales commissions		3,670		5,082
Accrued Freight		3,620		3,821
Accrued FICA		461		546
Finance lease liabilities		295		284
Other accrued expenses		5,213		5,444
Total Accrued Expenses	$	40,850	$	43,785

NOTE 7 - 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 three reporting units that contain goodwill. One reporting unit is within the Lighting Segment and two 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 14

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

Goodwill				Display
(In thousands)	Lighting			Solutions
	Segment			Segment			Total
Balance as of September 30, 2023
Goodwill	$	70,971		$	63,347		$	134,318
Accumulated impairment losses		(61,763	)		(27,525	)		(89,288	)
Goodwill, net as of September 30, 2023	$	9,208		$	35,822		$	45,030

Balance as of June 30, 2023
Goodwill	$	70,971		$	63,347		$	134,318
Accumulated impairment losses		(61,763	)		(27,525	)		(89,288	)
Goodwill, net as of June 30, 2023	$	9,208		$	35,822		$	45,030

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

Other Intangible Assets	September 30, 2023
(In thousands)	Gross
	Carrying		Accumulated		Net
	Amount		Amortization		Amount
Amortized Intangible Assets
Customer relationships	$	62,083	$	18,671	$	43,412
Patents		268		268		-
LED technology firmware, software		20,966		16,079		4,887
Trade name		2,658		1,183		1,475
Non-compete		260		123		137
Total Amortized Intangible Assets		86,235		36,324		49,911

Indefinite-lived Intangible Assets
Trademarks and trade names		12,102		-		12,102
Total indefinite-lived Intangible Assets		12,102		-		12,102

Total Other Intangible Assets	$	98,337	$	36,324	$	62,013

Other Intangible Assets	June 30, 2023
(In thousands)	Gross
	Carrying		Accumulated		Net
	Amount		Amortization		Amount
Amortized Intangible Assets
Customer relationships	$	62,083	$	17,817	$	44,266
Patents		268		268		-
LED technology firmware, software		20,966		15,783		5,183
Trade name		2,658		1,156		1,502
Non-compete		260		110		150
Total Amortized Intangible Assets		86,235		35,134		51,101

Indefinite-lived Intangible Assets
Trademarks and trade names		12,102		-		12,102
Total indefinite-lived Intangible Assets		12,102		-		12,102

Total Other Intangible Assets	$	98,337	$	35,134	$	63,203

	Three Months Ended
	September 30
(In thousands)	2023		2022

Amortization Expense of Other Intangible Assets	$	1,190	$	1,190

Page 15

The Company expects to record annual amortization expense as follows:

(In thousands)

2024	$	3,571
2025	$	4,760
2026	$	4,760
2027	$	4,754
2028	$	4,708
After 2028	$	27,358

NOTE 8 - DEBT

The Company’s long-term debt as of September 30, 2023, and June 30, 2023, consisted of the following:

	September 30,		June 30,
(In thousands)	2023		2023

Secured line of credit	$	10,533	$	18,729
Term loan, net of debt issuance costs of $19 and $26, respectively		18,136		16,471
Total debt	$	28,669	$	35,200
Less: amounts due within one year		3,571		3,571
Total amounts due after one year, net	$	25,098	$	31,629

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, 2023, the Company’s borrowing rate against its revolving line of credit was 6.7%. The increment over the SOFR borrowing rate will be 100 basis points for the second quarter of fiscal 2024. 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 has agreed to a negative pledge of real estate assets and 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, 2023, there was $64.5 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, 2023.

NOTE 9 - CASH DIVIDENDS

The Company paid cash dividends of $1.4 million in both the three months ended September 30, 2023, and September 30, 2022. Dividends on restricted stock units in the amount of $0.1 million and $0.2 million were accrued as of both September 30, 2023, and 2022, respectively. These dividends will be paid upon the vesting of the restricted stock units when shares are issued to the award recipients. In November 2023, the Board of Directors declared a regular quarterly cash dividend of $0.05 per share payable November 21, 2023, to shareholders of record as of November 13, 2023. The indicated annual cash dividend rate is $0.20 per share.

NOTE 10 – 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 equates to 2,032,349 as of September 30, 2023.

Page 16

In the three months ended September 30, 2023, the Company granted 170,549 PSUs and 113,699 RSUs, both with a weighted average market value of $12.76. Stock compensation expense was $1.3 million and $0.6 million for both the three months ended September 30, 2023, and 2022, 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 2024, employees purchased 3,000 shares. At September 30, 2023, 253,000 shares remained available for purchase under the ESPP.

NOTE 11 - SUPPLEMENTAL CASH FLOW INFORMATION

	Three Months Ended
(In thousands)	September 30
	2023		2022
Cash Payments:
Interest	$	548	$	679
Income taxes	$	1,075	$	664

Non-cash investing and financing activities
Issuance of common shares as compensation	$	113	$	75
Issuance of common shares to fund deferred compensation plan	$	437	$	539
Issuance of common shares to fund ESPP plan	$	57	$	-

NOTE 12 - COMMITMENTS AND CONTINGENCIES

The Company is party to various negotiations, customer bankruptcies, and legal proceedings arising in the normal course of business. The Company provides reserves for these matters when a loss is probable and reasonably estimable. 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, 2023, there were no such standby letters of credit issued.

NOTE 13 - 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. The Company also acquired buildings, machinery, and forklift leases with the acquisition of JSI, as well as one sublease. 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 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. For the three months ended September 30, 2023, and 2022, the rent expense for these leases is immaterial.

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.

Page 17

	Three Months Ended
	September 30
(In thousands)	2023		2022

Operating lease cost	$	906	$	863
Financing lease cost:
Amortization of right of use assets		73		74
Interest on lease liabilities		15		18
Variable lease cost		22		22
Sublease income		-		(116	)
Total lease cost	$	1,016	$	861

Supplemental Cash Flow Information:	Three Months Ended
	September 30
(In thousands)	2023		2022

Cash flows from operating leases
Fixed payments - operating cash flows	$	764	$	885
Liability reduction - operating cash flows	$	680	$	779

Cash flows from finance leases
Interest - operating cash flows	$	15	$	18
Repayments of principal portion - financing cash flows	$	77	$	66

Operating Leases:	September 30,			June 30,
	2023			2023

Total operating right-of-use assets	$	10,742		$	8,921

Accrued expenses (Current liabilities)	$	3,805		$	3,566
Long-term operating lease liability		7,626			5,954
Total operating lease liabilities	$	11,431		$	9,520

Weighted Average remaining Lease Term (in years)		4.04			3.31

Weighted Average Discount Rate		5.32	%		5.44	%

Finance Leases:	September 30,			June 30,
	2023			2023

Buildings under finance leases	$	2,033		$	2,033
Equipment under finance leases		34			34
Accumulated depreciation		(1,014	)		(929	)
Total finance lease assets, net	$	1,053		$	1,138

Accrued expenses (Current liabilities)	$	295		$	284
Long-term finance lease liability		881			960
Total finance lease liabilities	$	1,176		$	1,244

Weighted Average remaining Lease Term (in years)		3.58			3.83

Weighted Average Discount Rate		4.86	%		4.86	%

Page 18

Maturities of Lease Liability:	Operating Lease Liabilities			Finance Lease Liabilities			Operating Subleases			Net Lease Commitments
2024	$	3,805		$	295		$	(283	)	$	3,817
2025		3,459			362			(31	)		3,790
2026		1,949			362			-			2,311
2027		1,587			275			-			1,862
2028		882			-			-			882
Thereafter		1,253			-			-			1,253
Total lease payments	$	12,935		$	1,294		$	(314	)	$	13,915
Less: Interest		(1,504	)		(118	)					(1,622	)
Present Value of Lease Liabilities	$	11,431		$	1,176					$	12,293

NOTE 14 – 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
	2023			2022
Reconciliation of effective tax rate:

Provision for income taxes at the anticipated annual tax rate		26.80	%		26.20	%
Uncertain tax positions		0.9			1.0
Deferred Income Tax Adjustment		-			1.6
Share-based compensation		(5.1	)		1.8
Effective tax rate		22.6	%		30.6	%

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, 2023, and our financial statements and the accompanying Notes to Financial Statements (Part I, Item 1 of this Form 10-Q).

Page 19

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)	2023		2022

Lighting Segment	$	67,641	$	67,533
Display Solutions Segment		55,800		59,536
	$	123,441	$	127,069

Operating Income (Loss) by Business Segment
	Three Months Ended
	September 30
(In thousands)	2022			2022

Lighting Segment	$	8,753		$	9,158
Display Solutions Segment		7,219			6,496
Corporate and Eliminations		(4,944	)		(5,633	)
	$	11,028		$	10,021

Net sales of $123.4 million for the three months ended September 30, 2023, decreased $3.6 million or 3% as compared to net sales of $127.1 million for the three months ended September 30, 2022. Lighting Segment net sales of $67.6 million held steady compared to strong prior year quarter net sales of $67.5 million. Net sales in the Display Solutions Segment of $55.8 million declined 6% compared to the same quarter last year sales of $59.5 million. Sales growth was realized in the Refueling/C-Store vertical and in the QSR vertical with Digital Signage applications. Sales growth in these two verticals was offset by a modest decline in the Grocery vertical. The decline in sales is attributed to the disruption caused by the pending merger of the nation’s two largest grocery chains.

Operating income of $11.0 million for the three months ended September 30, 2023, represents a $1.0 million or 10% increase from operating income of $10.0 million in the three months ended September 30, 2022. Adjusted operating income, a Non-GAAP measure, was $12.7 million in the three months ended September 30, 2023, compared to $10.9 million in the three months ended September 30, 2022. Refer to “Non-GAAP Financial Measures” below for a reconciliation of Non-GAAP financial measures to U.S. GAAP measures. The increase in operating income on a 3% decrease in net sales was the result of a higher-value sales mix, continued price disciplines, and effective cost management,

Non-GAAP Financial Measures

We believe it is appropriate to evaluate our performance after making adjustments to the as-reported U.S. GAAP operating income, net income, and earnings per share. Adjusted operating income, net income, and earnings per share, which exclude the impact of long-term performance based compensation expense, severance and restructuring costs, and consulting expense related to commercial growth initiatives, are Non-GAAP financial measures. Also included below are Non-GAAP financial measures including Earnings before Interest, Taxes, Depreciation and Amortization (EBITDA and Adjusted EBITDA), Free Cash Flow, and Net Debt to Adjusted EBITDA. We believe that these adjusted supplemental measures are useful in assessing the operating performance of our business. These supplemental measures are used by our management, including our chief operating decision maker, to evaluate business results. Although the impacts of some of these items have been recognized in prior periods and could recur in future periods, we exclude these items because they provide greater comparability and enhanced visibility into our results of operations. 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 operating income, net income, and earnings per share for the periods indicated along with the calculation of EBITDA and Adjusted EBITDA, Free Cash Flow, and Net Debt to Adjusted EBITDA.

Page 20

Reconciliation of net income to adjusted net income	Three Months Ended
	September 30
(In thousands, except per share data)	2023							2022
					Diluted EPS						Diluted EPS

Net Income as reported	$	8,028			$	0.27		$	6,262		$	0.22

Long-Term Performance Based Compensation		974		(1)		0.03			420	(4)		0.01

Consulting expense: Commercial Growth Initiatives		13		(2)		-			226	(5)		0.01

Severance costs and Restructruing costs		256		(3)		0.01			9	(6)		-

Tax rate difference between reported and adjusted net income		(531	)			(0.02	)		160			0.01

Net Income adjusted	$	8,740			$	0.29		$	7,077		$	0.25

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⁾ $351

⁽²⁾$6

⁽³⁾$97

⁽⁴⁾$131

⁽⁵⁾$77

⁽⁶⁾$3

Reconciliation of operating income to adjusted operating income:	Three Months Ended
	September 30
(In thousands)	2023		2022

Operating Income as reported	$	11,028	$	10,021

Long-Term Performance Based Compensation		1,325		551

Consulting expense: Commercial Growth Initiatives		19		303

Severance costs and Restructruing costs		353		12

Adjusted Operating Income	$	12,725	$	10,887

Reconciliation of Net Income to Adjusted EBITDA	Three Months Ended
	September 30
(In thousands)	2023		2022
Net Income - Reported	$	8,028	$	6,262

Income Tax		2,338		2,758
Interest Expense, Net		566		788
Other Expense		96		213
Operating Income as reported	$	11,028	$	10,021

Depreciation and Amortization		2,371		2,421

EBITDA	$	13,399	$	12,442

Long-Term Performance Based Compensation		1,325		551
Consulting expense: Commercial Growth Initiatives		19		303
Severance costs and Restructruing costs		353		12

Adjusted EBITDA	$	15,096	$	13,308

Page 21

Reconciliation of cash flow from operations to free cash flow	Three Months Ended
	September 30
(In thousands)	2023			2022

Cash Flow from Operations	$	10,592		$	10,583

Capital expenditures		(1,393	)		(434	)

Free Cash Flow	$	9,199		$	10,149

Net Debt to Adjusted EBITDA
	September 30,
(In thousands)	2023		2022

Current portion and long-term debt as reported	$	3,571	$	3,571
Long-Term Debt		25,098		73,975
Total Debt		28,669		77,546
Less: Cash and cash equivalents		3,533		9,028

Net Debt	$	25,136	$	68,518

Adjusted EBITDA - Trailing 12 Months	$	53,408	$	40,836

Net Debt to Adjusted EBITDA		0.5		1.7

Results of Operations

THREE MONTHS ENDED SEPTEMBER 30, 2023, COMPARED TO THREE MONTHS ENDED SEPTEMBER 30, 2022

Lighting Segment	Three Months Ended
	September 30
(In thousands)	2023		2022

Net Sales	$	67,641	$	67,533
Gross Profit		23,280		22,279
Operating Income		8,753		9,158

Lighting Segment net sales of $67.6 million in the three months ended September 30, 2023, held steady compared to strong net sales of $67.5 million in the same period in fiscal 2023. The Company continues to invest in new product initiatives while maintaining strong relationships with agents, distributors, and contractors with the goal to drive sales growth.

Gross profit of $23.3 million in the three months ended September 30, 2023, increased $1.0 million or 5% from the same period of fiscal 2023. Gross profit as a percentage of net sales improved to 34.4% in the three months ended September 30, 2023, from 33.0% in the same period of fiscal 2023. The improvement in gross profit as a percentage of sales was the result of a higher-value sales mix, continued price disciplines, and effective cost management.

Operating expenses of $14.4 million in the three months ended September 30, 2023, increased $1.4 million from the same period of fiscal 2023, driven by higher commission expense along with an increase in investments in commercial growth initiatives.

Lighting Segment operating income of $8.8 million for the three months ended September 30, 2023, decreased $0.4 million from operating income of $9.2 million in the same period of fiscal 2023 primarily driven by an improvement in gross profit as a percentage of sales offset by an increase in operating expenses.

Page 22

Display Solutions Segment	Three Months Ended
	September 30
(In thousands)	2023		2022

Net Sales	$	55,800	$	59,536
Gross Profit	$	13,310	$	12,453
Operating Income	$	7,219	$	6,496

Display Solutions Segment net sales of $55.8 million in the three months ended September 30, 2023, decreased $3.7 million or 6% from net sales of $59.5 million in the same period in fiscal 2023. The decline in sales was the net result of an increase in sales in Refueling/C-Store vertical as well as sales growth in the QSR vertical with Digital Signage applications offset by a decline in sales in the Grocery vertical. The decline in sales in the Grocery vertical is attributed to the disruption caused by the pending merger of the nation’s two largest grocery chains.

Gross profit of $13.3 million in the three months ended September 30, 2023, increased $0.9 million or 7% from the same period of fiscal 2023. Gross profit as a percentage of net sales in the three months ended September 30, 2023, increased to 23.9% from 20.9% in the same period of fiscal 2023. The improvement in gross profit as a percentage of sales was driven by favorable program pricing and prudent cost management.

Operating expenses of $6.1 million in the three months ended September 30, 2023, increased slightly from $6.0 million in the same period of fiscal 2023, primarily driven by a small increase in staffing costs.

Display Solutions Segment operating income of $7.2 million in the three months ended September 30, 2023, increased $0.7 million or 11% from operating income of $6.5 million in the same period of fiscal 2023. The increase of $0.7 million was driven by the net effect of an improvement of gross profit as a percentage of sales partially offset by a decrease in net sales, along with holding operating expenses steady compared to the same period of fiscal 2023.

Corporate and Eliminations	Three Months Ended
	September 30
(In thousands)	2023			2022

Gross Profit (Loss)	$	(1	)	$	6
Operating (Loss)	$	(4,944	)	$	(5,633	)

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

Operating expenses of $4.9 million in the three months ended September 30, 2023, decreased $0.7 million or 12% from the same period of fiscal 2023. The decrease was primarily the result of cost containment initiatives across several of the Company’s cost categories.

Consolidated Results

The Company reported $0.6 million and $0.8 million of net interest expense in the three months ended September 30, 2023, and September 30, 2022, respectively. The decrease in interest expense in a rising interest rate environment was the result of the Company’s ability to realize a large paydown in debt with the cash generated by operations, partially offset by increased borrowing costs. The Company also recorded other expense of $0.1 million and $0.2 million in the three months ended September 30, 2023, and September 30, 2022, respectively, both of which is related to net foreign exchange currency transaction losses through the Company’s Mexican and Canadian subsidiaries.

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 was the favorable tax treatment of the Company’s long-term performance based compensation. The $2.8 million of income tax expense in the three months ended September 30, 2022, represents a consolidated effective tax rate of 30.6%. Impacting the effective tax rate is an increase in a valuation reserve related to the Company’s deferred tax assets and from a higher anticipated annual tax rate.

The Company reported net income of $8.0 million in the three months ended September 30, 2023, compared to net income of $6.3 million in the three months ended September 30, 2022. Non-GAAP adjusted net income was $8.7 million for the three months ended September 30, 2023, compared to adjusted net income of $7.1 million for the three months ended September 30, 2022 (Refer to the Non-GAAP tables above). The increase in Non-GAAP adjusted net income is primarily the net result of an increase in gross profit as a percentage of sales partially offset by a decrease in sales. Diluted adjusted earnings per share of $0.29 was reported in the three months ended September 30, 2023, as compared to $0.25 diluted adjusted earnings per share in the same period of fiscal 2023. The weighted average common shares outstanding for purposes of computing diluted earnings per share in the three months ended September 30, 2023, were 29,955,000 shares compared to 28,664,000 shares in the same period last year.

Page 23

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, 2023, the Company had working capital of $76.2 million compared to $73.3 million at June 30, 2023. The ratio of current assets to current liabilities was 2.0 to 1 for both September 30, 2023, and June 30, 2023. The increase in working capital from June 30, 2023, to September 30, 2023, is primarily driven by a $4.6 million increase in net accounts receivable and a $1.7 million increase in cash offset by a $1.7 million decrease in refundable income taxes and a $1.4 million increase in current liabilities.

Net accounts receivable was $82.3 million and $77.7 million at September 30, 2023, and June 30, 2023, respectively. DSO increased to 60 days at September 30, 2023, from 57 days at June 30, 2023.

Net inventories of $63.1 million at September 30, 2023, decreased $0.6 million from $63.7 million at June 30, 2023. The decrease of $0.6 million is the result of a decrease in gross inventory of $0.9 million and a $0.3 million decrease in obsolescence reserves. Lighting Segment net inventory increased $0.6 million whereas net inventory in the Display Solutions Segment decreased $1.2 million.

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, 2023, $64.5 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 2024.

The Company had a source of $10.6 million of cash from operating activities in the three months ended September 30, 2023, and 2022. 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 $1.4 million and $0.4 million of cash related to investing activities in the three months ended September 30, 2023, and September 30, 2022, respectively. The Company has invested in equipment and tooling to support sales growth.

The Company had a use of cash of $7.4 million and $3.6 million related to financing activities in the three months ended September 30, 2023, and September 30, 2022, respectively. The $3.9 million change in cash flow was primarily the result of cash generated from improved earnings and effective working capital management, which was used to pay down the Company’s line of credit in the first quarters of fiscal 2024 and fiscal 2023. The Company also received $0.5 million of cash in fiscal 2024 related to the exercise of stock options with no comparable event in fiscal 2023.

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 2023, the Board of Directors declared a regular quarterly cash dividend of $0.05 per share payable November 21, 2023, to shareholders of record as of November 13, 2023. The indicated annual cash dividend rate for fiscal 2024 is $0.20 per share. The Board of Directors has adopted a policy regarding dividends which indicates that dividends will be determined by the Board of Directors in its discretion based upon its evaluation of earnings, cash flow requirements, financial condition, debt levels, stock repurchases, future business developments and opportunities, and other factors deemed relevant.

Page 24

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 2023 Annual Report on Form 10-K.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in our exposure to market risk since June 30, 2023. 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, 2023.

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, 2023, 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, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Page 25

PART II. OTHER INFORMATION

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

Exhibits:

10.1	Fiscal Year 2024 Long-Term Incentive Plan (LTIP)*++

10.2	Fiscal Year 2024 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 26

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 6, 2023

Page 27

Exhibit 10.1

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

LSI INDUSTRIES INC.

FY24

LONG-TERM INCENTIVE PLAN

Effective: August 16, 2023

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 16, 2023 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, 2026 (FY26). The LTIP sets for a threshold (or minimum), target and maximum goals to be achieved in FY26 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 FY26 if the FY26 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. Attached as Exhibit “3” is the LTIP Payout Matrix. Below is a summary of the Matrix:

	Payout %	2026 RONA	2026 EBITDA Cumulative $ (000s)
Threshold	[]*	[]*	[]*
Target	[]*	[]*	[]*
Maximum	[]*	[]*	[]*

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 “4” 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 “5” 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 FY24 LTIP are set forth in the Compensation Committee resolution whereby this FY24 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 FY24 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, 2023 and ending June 30, 2026. The Company’s Adjusted EBITDA will be as reported in the Company’s Annual Report on Form 10-K for FY26 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 MATERIALS AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. [***]

LSI INDUSTRIES INC.

FISCAL YEAR 2024

SHORT-TERM INCENTIVE PLAN

Effective : August 16, 2023

The Fiscal Year 2024 Short-Term Incentive Plan (STIP) is designed to motivate executives to achieve the LSI Industries Inc. (Company) fiscal year 2024 (FY24) 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 FY24 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 FY24 financial metrics for Adjusted EBITDA and Net Sales. The STIP sets for a Threshold (or minimum), Target and Maximum goals to be achieved in FY24 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.

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 FY24 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 FY24 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 FY24 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.

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 FY24 shall be used to calculate the incentive amount that may be awarded under the STIP.

EXHIBITS/EXAMPLES

[***]

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 6, 2023		/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 6, 2023		/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, 2023 (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 6, 2023

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, 2023 (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 6, 2023

Document And Entity Information - shares	3 Months Ended
Document And Entity Information - shares	Sep. 30, 2023	Oct. 27, 2023
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2023
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)		28,921,449
Entity Central Index Key	0000763532
Current Fiscal Year End Date	--06-30
Document Fiscal Year Focus	2024
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, 2023	Sep. 30, 2022
Net Sales	$ 123,441	$ 127,069
Cost of products and services sold	86,505	92,319
Severance and restructuring costs	347	12
Gross profit	36,589	34,738
Severance and restructuring costs	6	0
Selling and administrative expenses	25,555	24,717
Operating income	11,028	10,021
Interest expense	566	788
Other expense	96	213
Income before income taxes	10,366	9,020
Income tax expense	2,338	2,758
Net income	$ 8,028	$ 6,262
Earnings per common share (see Note 4)
Basic (in dollars per share)	$ 0.28	$ 0.23
Diluted (in dollars per share)	$ 0.27	$ 0.22
Weighted average common shares outstanding
Basic (in shares)	28,757	27,641
Diluted (in shares)	29,955	28,664

Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Net Income	$ 8,028	$ 6,262
Foreign currency translation adjustment	(56)	7
Comprehensive Income	$ 7,972	$ 6,269

Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($) $ in Thousands	Sep. 30, 2023	Jun. 30, 2023
Current assets
Cash and cash equivalents	$ 3,533	$ 1,828
Accounts receivable, less allowance for credit losses of $414 and $435, respectively	82,266	77,681
Inventories	63,089	63,718
Refundable income taxes	1,348	3,120
Other current assets	3,956	3,529
Total current assets	154,192	149,876
Property, Plant and Equipment, at cost
Land	4,010	4,010
Buildings	24,515	24,561
Machinery and equipment	66,377	67,457
Buildings under finance leases	2,033	2,033
Construction in progress	1,716	1,231
Property, Plant, and Equipment and Finance Lease Right-of-Use Asset, before Accumulated Depreciation and Amortization	98,651	99,292
Less accumulated depreciation	(73,119)	(73,861)
Net property, plant and equipment	25,532	25,431
Goodwill	45,030	45,030
Other intangible assets, net	62,013	63,203
Operating lease right-of-use assets	10,742	8,921
Other long-term assets, net	4,259	3,688
Total assets	301,768	296,149
LIABILITIES & SHAREHOLDERS' EQUITY
Current maturities of long-term debt	3,571	3,571
Accounts payable	33,552	29,206
Accrued expenses	40,850	43,785
Total current liabilities	77,973	76,562
Long-term debt	25,098	31,629
Finance lease liabilities	881	960
Operating lease liabilities	7,626	5,954
Other long-term liabilities	3,644	3,466
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 28,878,038 and 28,488,570 shares, respectively	151,067	148,691
Treasury shares, without par value	7,583	7,166
Deferred compensation plan	7,583	7,166
Retained earnings	35,196	28,548
Accumulated other comprehensive income	283	339
Total shareholders' equity	186,546	177,578
Total liabilities & shareholders' equity	$ 301,768	$ 296,149

Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - USD ($) $ / shares in Thousands, $ in Thousands	Sep. 30, 2023	Jun. 30, 2023
Accounts Receivable, Allowance for Credit Loss, Current	$ 414	$ 435
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)	28,878,038	28,488,570

Condensed Consolidated Statements of Shareholders' Equity (Unaudited) - USD ($) $ in Thousands	Common Stock Including Additional Paid in Capital [Member]	Treasury Stock, Common [Member]	Key Executive Deferred Compensation [Member]	AOCI Attributable to Parent [Member]	Retained Earnings [Member]	Total
Balance (in shares) at Jun. 30, 2022	27,484	(822)
Balance at Jun. 30, 2022	$ 139,500	$ (5,927)	$ 5,927	$ 45	$ 8,224	$ 147,769
Net Income	0	0	0	0	6,262	6,262
Other comprehensive gain (loss)	$ 0	$ 0	0	7	0	7
Board stock compensation (in shares)	12	0
Board stock compensation	$ 75	$ 0	0	0	0	75
Restricted stock units issued, net of shares withheld for tax withholdings (in shares)	201	0
Restricted stock units issued, net of shares withheld for tax withholdings	$ (66)	$ 0	0	0	0	(66)
Shares issued for deferred compensation (in shares)	80	0
Shares issued for deferred compensation	$ 539	$ 0	0	0	0	539
Activity of treasury shares, net (in shares)	0	77
Activity of treasury shares, net	$ 0	$ 512	0	0	0	512
Deferred stock compensation	0	0	512	0	0	512
Stock-based compensation expense	$ 0	$ 0	0	0	551
Stock options exercised, net (in shares)	0	0
Stock options exercised, net	$ 0	$ 0	0	0	0	0
Dividends	$ 0	$ 0	0	0	(1,408)	(1,408)
Balance (in shares) at Sep. 30, 2022	27,777	(899)
Balance at Sep. 30, 2022	$ 140,599	$ (6,439)	6,439	52	13,078	153,729
Balance (in shares) at Jun. 30, 2023	28,488	(922)
Balance at Jun. 30, 2023	$ 148,691	$ (7,166)	7,166	339	28,548	177,578
Net Income	0	0	0	0	8,028	8,028
Other comprehensive gain (loss)	$ 0	$ 0	0	(56)	0	(56)
Board stock compensation (in shares)	9	0
Board stock compensation	$ 113	$ 0	0	0	0	113
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	$ 437	$ 0	0	0	0	437
Activity of treasury shares, net (in shares)	0	(30)
Activity of treasury shares, net	$ 0	$ (417)	0	0	0	(417)
Deferred stock compensation	$ 0	0	417	0	0	417
Stock-based compensation expense		$ 0	0	0	0	1,220
Stock options exercised, net (in shares)	70	0
Stock options exercised, net	$ 549	$ 0	0	0	0	549
Dividends	$ 0	$ 0	0	0	(1,380)	(1,380)
ESPP Stock Awards (in shares)	3	0
ESPP Stock Awards	$ 57	$ 0	0	0	0	57
Balance (in shares) at Sep. 30, 2023	28,878	(952)
Balance at Sep. 30, 2023	$ 151,067	$ (7,583)	$ 7,583	$ 283	$ 35,196	$ 186,546

Condensed Consolidated Statements of Shareholders' Equity (Unaudited) (Parentheticals) - $ / shares	3 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Dividend per share (in dollars per share)	$ 0.20	$ 0.20

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Cash Flows from Operating Activities
Net Income	$ 8,028	$ 6,262
Non-cash items included in net income
Depreciation and amortization	2,371	2,421
Deferred income taxes	(681)	350
Deferred compensation plan	437	539
ESPP Discount	57	0
Stock compensation expense	1,220	551
Issuance of common shares as compensation	113	75
Loss on disposition of fixed assets	47	2
Allowance for credit losses	(9)	8
Inventory obsolescence reserve	262	250
Changes in certain assets and liabilities
Accounts receivable	(4,576)	2,293
Inventories	367	(6,286)
Refundable income taxes	1,772	(77)
Accounts payable	4,345	6,350
Accrued expenses and other	(4,634)	(1,943)
Customer prepayments	1,473	(212)
Net cash flows provided by operating activities	10,592	10,583
Cash Flows from Investing Activities
Purchases of property, plant and equipment	(1,393)	(434)
Net cash flows used in investing activities	(1,393)	(434)
Cash Flows from Financing Activities
Payments of long-term debt	(49,362)	(47,123)
Borrowings of long-term debt	42,831	45,073
Cash dividends paid	(1,380)	(1,408)
Shares withheld for employees' taxes	0	(66)
Payments on financing lease obligations	(77)	(66)
Proceeds from stock option exercises	549	0
Net cash flows used in financing activities	(7,439)	(3,590)
Change related to foreign currency	(55)	7
Increase in cash and cash equivalents	1,705	6,566
Cash and cash equivalents at beginning of period	1,828	2,462
Cash and cash equivalents at end of period	$ 3,533	$ 9,028

Note 1 - Interim Condensed Consolidated Financial Statements

3 Months Ended

Sep. 30, 2023

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, 2023

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 2023 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, 2023				September 30, 2022
	Lighting Segment		Display Solutions Segment		Lighting Segment		Display Solutions Segment
Timing of revenue recognition
Products and services transferred at a point in time	$	57,652	$	39,988	$	58,077	$	47,489
Products and services transferred over time		9,989		15,812		9,456		12,047
	$	67,641	$	55,800	$	67,533	$	59,536

	Three Months Ended
	September 30, 2023				September 30, 2022
	Lighting Segment		Display Solutions Segment		Lighting Segment		Display Solutions Segment
Type of Product and Services
LED lighting, digital signage solutions, electronic circuit boards	$	55,491	$	8,933	$	55,535	$	7,175
Poles, other display solution elements		11,383		34,869		11,129		41,471
Project management, installation services, shipping and handling		767		11,998		869		10,890
	$	67,641	$	55,800	$	67,533	$	59,536

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 - Segment Reporting Information

3 Months Ended

Sep. 30, 2023

Notes to Financial Statements

Segment Reporting Disclosure [Text Block]

NOTE 3 - SEGMENT REPORTING INFORMATION

Summarized financial information for the Company’s operating segments is provided for the indicated periods and as of September 30, 2023, and September 30, 2022:

	Three Months Ended
(In thousands)	September 30
	2023			2022
Net Sales:
Lighting Segment	$	67,641		$	67,533
Display Solutions Segment		55,800			59,536
	$	123,441		$	127,069

Operating Income (Loss):
Lighting Segment	$	8,753		$	9,158
Display Solutions Segment		7,219			6,496
Corporate and Eliminations		(4,944	)		(5,633	)
	$	11,028		$	10,021

Capital Expenditures:
Lighting Segment	$	862		$	249
Display Solutions Segment		519			162
Corporate and Eliminations		12			23
	$	1,393		$	434

Depreciation and Amortization:
Lighting Segment	$	1,309		$	1,387
Display Solutions Segment		976			974
Corporate and Eliminations		86			60
	$	2,371		$	2,421

	September 30, 2023		June 30, 2023
Total Assets:
Lighting Segment	$	145,085	$	142,941
Display Solutions Segment		149,306		145,307
Corporate and Eliminations		7,377		7,901
	$	301,768	$	296,149

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
	2023		2022
Lighting Segment inter-segment net sales	$	6,864	$	6,143

Display Solutions Segment inter-segment net sales	$	455	$	66

Note 4 - Earnings Per Common Share

3 Months Ended

Sep. 30, 2023

Notes to Financial Statements

Earnings Per Share [Text Block]

NOTE 4 - EARNINGS PER COMMON SHARE

	Three Months Ended
	September 30
	2023		2022

BASIC EARNINGS PER SHARE

Net income	$	8,028	$	6,262

Weighted average shares outstanding during the period, net of treasury shares		27,738		26,730
Weighted average vested restricted stock units outstanding		82		46
Weighted average shares outstanding in the Deferred Compensation Plan during the period		937		865
Weighted average shares outstanding		28,757		27,641

Basic earnings per common share	$	0.28	$	0.23


DILUTED EARNINGS PER SHARE

Net income	$	8,028	$	6,262

Weighted average shares outstanding:

Basic		28,757		27,641

Effect of dilutive securities (a):
Impact of common shares to be issued under stock option plans, and contingently issuable shares, if any		1,198		1,023
Weighted average shares outstanding		29,955		28,664

Diluted earnings per common share	$	0.27	$	0.22

Anti-dilutive securities (b)		-		213

(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 5 - Inventories, Net

3 Months Ended

Sep. 30, 2023

Notes to Financial Statements

Inventory Disclosure [Text Block]

NOTE 5 – INVENTORIES, NET

The following information is provided as of the dates indicated:

	September 30,		June 30,
(In thousands)	2023		2023

Inventories:
Raw materials	$	46,081	$	47,689
Work-in-progress		3,278		3,373
Finished goods		13,730		12,656
Total Inventories	$	63,089	$	63,718

Note 6 - Accrued Expenses

3 Months Ended

Sep. 30, 2023

Notes to Financial Statements

Accounts Payable, Accrued Liabilities, and Other Liabilities Disclosure, Current [Text Block]

NOTE 6 - ACCRUED EXPENSES

The following information is provided as of the dates indicated:

	September 30,		June 30,
(In thousands)	2023		2023

Accrued Expenses:
Customer prepayments	$	6,902	$	5,425
Compensation and benefits		10,436		13,116
Accrued warranty		6,448		6,501
Operating lease liabilities		3,805		3,566
Accrued sales commissions		3,670		5,082
Accrued Freight		3,620		3,821
Accrued FICA		461		546
Finance lease liabilities		295		284
Other accrued expenses		5,213		5,444
Total Accrued Expenses	$	40,850	$	43,785

Note 7 - Goodwill and Other Intangible Assets

3 Months Ended

Sep. 30, 2023

Notes to Financial Statements

Goodwill and Intangible Assets Disclosure [Text Block]

NOTE 7 - GOODWILL AND OTHER INTANGIBLE ASSETS

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

Goodwill				Display
(In thousands)	Lighting			Solutions
	Segment			Segment			Total
Balance as of September 30, 2023
Goodwill	$	70,971		$	63,347		$	134,318
Accumulated impairment losses		(61,763	)		(27,525	)		(89,288	)
Goodwill, net as of September 30, 2023	$	9,208		$	35,822		$	45,030

Balance as of June 30, 2023
Goodwill	$	70,971		$	63,347		$	134,318
Accumulated impairment losses		(61,763	)		(27,525	)		(89,288	)
Goodwill, net as of June 30, 2023	$	9,208		$	35,822		$	45,030

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

Other Intangible Assets	September 30, 2023
(In thousands)	Gross
	Carrying		Accumulated		Net
	Amount		Amortization		Amount
Amortized Intangible Assets
Customer relationships	$	62,083	$	18,671	$	43,412
Patents		268		268		-
LED technology firmware, software		20,966		16,079		4,887
Trade name		2,658		1,183		1,475
Non-compete		260		123		137
Total Amortized Intangible Assets		86,235		36,324		49,911

Indefinite-lived Intangible Assets
Trademarks and trade names		12,102		-		12,102
Total indefinite-lived Intangible Assets		12,102		-		12,102

Total Other Intangible Assets	$	98,337	$	36,324	$	62,013

Other Intangible Assets	June 30, 2023
(In thousands)	Gross
	Carrying		Accumulated		Net
	Amount		Amortization		Amount
Amortized Intangible Assets
Customer relationships	$	62,083	$	17,817	$	44,266
Patents		268		268		-
LED technology firmware, software		20,966		15,783		5,183
Trade name		2,658		1,156		1,502
Non-compete		260		110		150
Total Amortized Intangible Assets		86,235		35,134		51,101

Indefinite-lived Intangible Assets
Trademarks and trade names		12,102		-		12,102
Total indefinite-lived Intangible Assets		12,102		-		12,102

Total Other Intangible Assets	$	98,337	$	35,134	$	63,203

	Three Months Ended
	September 30
(In thousands)	2023		2022

Amortization Expense of Other Intangible Assets	$	1,190	$	1,190

The Company expects to record annual amortization expense as follows:

(In thousands)

2024	$	3,571
2025	$	4,760
2026	$	4,760
2027	$	4,754
2028	$	4,708
After 2028	$	27,358

Note 8 - Debt

3 Months Ended

Sep. 30, 2023

Notes to Financial Statements

Debt Disclosure [Text Block]

NOTE 8 - DEBT

The Company’s long-term debt as of September 30, 2023, and June 30, 2023, consisted of the following:

	September 30,		June 30,
(In thousands)	2023		2023

Secured line of credit	$	10,533	$	18,729
Term loan, net of debt issuance costs of $19 and $26, respectively		18,136		16,471
Total debt	$	28,669	$	35,200
Less: amounts due within one year		3,571		3,571
Total amounts due after one year, net	$	25,098	$	31,629

The Company is in compliance with all of its loan covenants as of September 30, 2023.

Note 9 - Cash Dividends

3 Months Ended

Sep. 30, 2023

Notes to Financial Statements

Equity [Text Block]

NOTE 9 - CASH DIVIDENDS

Note 10 - Equity Compensation

3 Months Ended

Sep. 30, 2023

Notes to Financial Statements

Share-Based Payment Arrangement [Text Block]

NOTE 10 – EQUITY COMPENSATION

Note 11 - Supplemental Cash Flow Information

3 Months Ended

Sep. 30, 2023

Notes to Financial Statements

Cash Flow, Supplemental Disclosures [Text Block]

NOTE 11 - SUPPLEMENTAL CASH FLOW INFORMATION

	Three Months Ended
(In thousands)	September 30
	2023		2022
Cash Payments:
Interest	$	548	$	679
Income taxes	$	1,075	$	664

Non-cash investing and financing activities
Issuance of common shares as compensation	$	113	$	75
Issuance of common shares to fund deferred compensation plan	$	437	$	539
Issuance of common shares to fund ESPP plan	$	57	$	-

Note 12 - Commitments and Contingencies

3 Months Ended

Sep. 30, 2023

Notes to Financial Statements

Commitments and Contingencies Disclosure [Text Block]

NOTE 12 - COMMITMENTS AND CONTINGENCIES

The Company may occasionally issue a standby letter of credit in favor of third parties. As of September 30, 2023, there were no such standby letters of credit issued.

Note 13 - Leases

3 Months Ended

Sep. 30, 2023

Notes to Financial Statements

Lessee, Leases [Text Block]

NOTE 13 - 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)	2023		2022

Operating lease cost	$	906	$	863
Financing lease cost:
Amortization of right of use assets		73		74
Interest on lease liabilities		15		18
Variable lease cost		22		22
Sublease income		-		(116	)
Total lease cost	$	1,016	$	861

Supplemental Cash Flow Information:	Three Months Ended
	September 30
(In thousands)	2023		2022

Cash flows from operating leases
Fixed payments - operating cash flows	$	764	$	885
Liability reduction - operating cash flows	$	680	$	779

Cash flows from finance leases
Interest - operating cash flows	$	15	$	18
Repayments of principal portion - financing cash flows	$	77	$	66

Operating Leases:	September 30,			June 30,
	2023			2023

Total operating right-of-use assets	$	10,742		$	8,921

Accrued expenses (Current liabilities)	$	3,805		$	3,566
Long-term operating lease liability		7,626			5,954
Total operating lease liabilities	$	11,431		$	9,520

Weighted Average remaining Lease Term (in years)		4.04			3.31

Weighted Average Discount Rate		5.32	%		5.44	%

Finance Leases:	September 30,			June 30,
	2023			2023

Buildings under finance leases	$	2,033		$	2,033
Equipment under finance leases		34			34
Accumulated depreciation		(1,014	)		(929	)
Total finance lease assets, net	$	1,053		$	1,138

Accrued expenses (Current liabilities)	$	295		$	284
Long-term finance lease liability		881			960
Total finance lease liabilities	$	1,176		$	1,244

Weighted Average remaining Lease Term (in years)		3.58			3.83

Weighted Average Discount Rate		4.86	%		4.86	%

Maturities of Lease Liability:	Operating Lease Liabilities			Finance Lease Liabilities			Operating Subleases			Net Lease Commitments
2024	$	3,805		$	295		$	(283	)	$	3,817
2025		3,459			362			(31	)		3,790
2026		1,949			362			-			2,311
2027		1,587			275			-			1,862
2028		882			-			-			882
Thereafter		1,253			-			-			1,253
Total lease payments	$	12,935		$	1,294		$	(314	)	$	13,915
Less: Interest		(1,504	)		(118	)					(1,622	)
Present Value of Lease Liabilities	$	11,431		$	1,176					$	12,293

Note 14 - Income Taxes

3 Months Ended

Sep. 30, 2023

Notes to Financial Statements

Income Tax Disclosure [Text Block]

NOTE 14 – INCOME TAXES

	Three Months Ended
	September 30
	2023			2022
Reconciliation of effective tax rate:

Provision for income taxes at the anticipated annual tax rate		26.80	%		26.20	%
Uncertain tax positions		0.9			1.0
Deferred Income Tax Adjustment		-			1.6
Share-based compensation		(5.1	)		1.8
Effective tax rate		22.6	%		30.6	%

Insider Trading Arrangement

3 Months Ended

Sep. 30, 2023

Notes to Financial Statements

Material Terms of Trading Arrangement [Text Block]

ITEM 5. OTHER INFORMATION

None.

Significant Accounting Policies (Policies)

3 Months Ended

Sep. 30, 2023

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 2023 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, 2023				September 30, 2022
	Lighting Segment		Display Solutions Segment		Lighting Segment		Display Solutions Segment
Timing of revenue recognition
Products and services transferred at a point in time	$	57,652	$	39,988	$	58,077	$	47,489
Products and services transferred over time		9,989		15,812		9,456		12,047
	$	67,641	$	55,800	$	67,533	$	59,536

	Three Months Ended
	September 30, 2023				September 30, 2022
	Lighting Segment		Display Solutions Segment		Lighting Segment		Display Solutions Segment
Type of Product and Services
LED lighting, digital signage solutions, electronic circuit boards	$	55,491	$	8,933	$	55,535	$	7,175
Poles, other display solution elements		11,383		34,869		11,129		41,471
Project management, installation services, shipping and handling		767		11,998		869		10,890
	$	67,641	$	55,800	$	67,533	$	59,536

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, 2023

Notes Tables

Disaggregation of Revenue [Table Text Block]

	Three Months Ended
(In thousands)	September 30, 2023				September 30, 2022
	Lighting Segment		Display Solutions Segment		Lighting Segment		Display Solutions Segment
Timing of revenue recognition
Products and services transferred at a point in time	$	57,652	$	39,988	$	58,077	$	47,489
Products and services transferred over time		9,989		15,812		9,456		12,047
	$	67,641	$	55,800	$	67,533	$	59,536

	Three Months Ended
	September 30, 2023				September 30, 2022
	Lighting Segment		Display Solutions Segment		Lighting Segment		Display Solutions Segment
Type of Product and Services
LED lighting, digital signage solutions, electronic circuit boards	$	55,491	$	8,933	$	55,535	$	7,175
Poles, other display solution elements		11,383		34,869		11,129		41,471
Project management, installation services, shipping and handling		767		11,998		869		10,890
	$	67,641	$	55,800	$	67,533	$	59,536

Note 3 - Segment Reporting Information (Tables)

3 Months Ended

Sep. 30, 2023

Notes Tables

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

	Three Months Ended
(In thousands)	September 30
	2023			2022
Net Sales:
Lighting Segment	$	67,641		$	67,533
Display Solutions Segment		55,800			59,536
	$	123,441		$	127,069

Operating Income (Loss):
Lighting Segment	$	8,753		$	9,158
Display Solutions Segment		7,219			6,496
Corporate and Eliminations		(4,944	)		(5,633	)
	$	11,028		$	10,021

Capital Expenditures:
Lighting Segment	$	862		$	249
Display Solutions Segment		519			162
Corporate and Eliminations		12			23
	$	1,393		$	434

Depreciation and Amortization:
Lighting Segment	$	1,309		$	1,387
Display Solutions Segment		976			974
Corporate and Eliminations		86			60
	$	2,371		$	2,421

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

	September 30, 2023		June 30, 2023
Total Assets:
Lighting Segment	$	145,085	$	142,941
Display Solutions Segment		149,306		145,307
Corporate and Eliminations		7,377		7,901
	$	301,768	$	296,149

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

Inter-segment sales
	Three Months Ended
(In thousands)	September 30
	2023		2022
Lighting Segment inter-segment net sales	$	6,864	$	6,143

Display Solutions Segment inter-segment net sales	$	455	$	66

Note 4 - Earnings Per Common Share (Tables)

3 Months Ended

Sep. 30, 2023

Notes Tables

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

	Three Months Ended
	September 30
	2023		2022

BASIC EARNINGS PER SHARE

Net income	$	8,028	$	6,262

Weighted average shares outstanding during the period, net of treasury shares		27,738		26,730
Weighted average vested restricted stock units outstanding		82		46
Weighted average shares outstanding in the Deferred Compensation Plan during the period		937		865
Weighted average shares outstanding		28,757		27,641

Basic earnings per common share	$	0.28	$	0.23


DILUTED EARNINGS PER SHARE

Net income	$	8,028	$	6,262

Weighted average shares outstanding:

Basic		28,757		27,641

Effect of dilutive securities (a):
Impact of common shares to be issued under stock option plans, and contingently issuable shares, if any		1,198		1,023
Weighted average shares outstanding		29,955		28,664

Diluted earnings per common share	$	0.27	$	0.22

Anti-dilutive securities (b)		-		213

Note 5 - Inventories, Net (Tables)

3 Months Ended

Sep. 30, 2023

Notes Tables

Schedule of Inventory, Current [Table Text Block]

	September 30,		June 30,
(In thousands)	2023		2023

Inventories:
Raw materials	$	46,081	$	47,689
Work-in-progress		3,278		3,373
Finished goods		13,730		12,656
Total Inventories	$	63,089	$	63,718

Note 6 - Accrued Expenses (Tables)

3 Months Ended

Sep. 30, 2023

Notes Tables

Schedule of Accrued Liabilities [Table Text Block]

	September 30,		June 30,
(In thousands)	2023		2023

Accrued Expenses:
Customer prepayments	$	6,902	$	5,425
Compensation and benefits		10,436		13,116
Accrued warranty		6,448		6,501
Operating lease liabilities		3,805		3,566
Accrued sales commissions		3,670		5,082
Accrued Freight		3,620		3,821
Accrued FICA		461		546
Finance lease liabilities		295		284
Other accrued expenses		5,213		5,444
Total Accrued Expenses	$	40,850	$	43,785

Note 7 - Goodwill and Other Intangible Assets (Tables)

3 Months Ended

Sep. 30, 2023

Notes Tables

Schedule of Goodwill [Table Text Block]

Goodwill				Display
(In thousands)	Lighting			Solutions
	Segment			Segment			Total
Balance as of September 30, 2023
Goodwill	$	70,971		$	63,347		$	134,318
Accumulated impairment losses		(61,763	)		(27,525	)		(89,288	)
Goodwill, net as of September 30, 2023	$	9,208		$	35,822		$	45,030

Balance as of June 30, 2023
Goodwill	$	70,971		$	63,347		$	134,318
Accumulated impairment losses		(61,763	)		(27,525	)		(89,288	)
Goodwill, net as of June 30, 2023	$	9,208		$	35,822		$	45,030

Schedule of Intangible Assets and Goodwill [Table Text Block]

Other Intangible Assets	September 30, 2023
(In thousands)	Gross
	Carrying		Accumulated		Net
	Amount		Amortization		Amount
Amortized Intangible Assets
Customer relationships	$	62,083	$	18,671	$	43,412
Patents		268		268		-
LED technology firmware, software		20,966		16,079		4,887
Trade name		2,658		1,183		1,475
Non-compete		260		123		137
Total Amortized Intangible Assets		86,235		36,324		49,911

Indefinite-lived Intangible Assets
Trademarks and trade names		12,102		-		12,102
Total indefinite-lived Intangible Assets		12,102		-		12,102

Total Other Intangible Assets	$	98,337	$	36,324	$	62,013

Other Intangible Assets	June 30, 2023
(In thousands)	Gross
	Carrying		Accumulated		Net
	Amount		Amortization		Amount
Amortized Intangible Assets
Customer relationships	$	62,083	$	17,817	$	44,266
Patents		268		268		-
LED technology firmware, software		20,966		15,783		5,183
Trade name		2,658		1,156		1,502
Non-compete		260		110		150
Total Amortized Intangible Assets		86,235		35,134		51,101

Indefinite-lived Intangible Assets
Trademarks and trade names		12,102		-		12,102
Total indefinite-lived Intangible Assets		12,102		-		12,102

Total Other Intangible Assets	$	98,337	$	35,134	$	63,203

Finite-Lived Intangible Assets Amortization Expense [Table Text Block]

	Three Months Ended
	September 30
(In thousands)	2023		2022

Amortization Expense of Other Intangible Assets	$	1,190	$	1,190

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block]

(In thousands)

2024	$	3,571
2025	$	4,760
2026	$	4,760
2027	$	4,754
2028	$	4,708
After 2028	$	27,358

Note 8 - Debt (Tables)

3 Months Ended

Sep. 30, 2023

Notes Tables

Schedule of Debt [Table Text Block]

	September 30,		June 30,
(In thousands)	2023		2023

Secured line of credit	$	10,533	$	18,729
Term loan, net of debt issuance costs of $19 and $26, respectively		18,136		16,471
Total debt	$	28,669	$	35,200
Less: amounts due within one year		3,571		3,571
Total amounts due after one year, net	$	25,098	$	31,629

Note 11 - Supplemental Cash Flow Information (Tables)

3 Months Ended

Sep. 30, 2023

Notes Tables

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

	Three Months Ended
(In thousands)	September 30
	2023		2022
Cash Payments:
Interest	$	548	$	679
Income taxes	$	1,075	$	664

Non-cash investing and financing activities
Issuance of common shares as compensation	$	113	$	75
Issuance of common shares to fund deferred compensation plan	$	437	$	539
Issuance of common shares to fund ESPP plan	$	57	$	-

Note 13 - Leases (Tables)

3 Months Ended

Sep. 30, 2023

Notes Tables

Lease, Cost [Table Text Block]

	Three Months Ended
	September 30
(In thousands)	2023		2022

Operating lease cost	$	906	$	863
Financing lease cost:
Amortization of right of use assets		73		74
Interest on lease liabilities		15		18
Variable lease cost		22		22
Sublease income		-		(116	)
Total lease cost	$	1,016	$	861

Supplemental Cash Flow Information:	Three Months Ended
	September 30
(In thousands)	2023		2022

Cash flows from operating leases
Fixed payments - operating cash flows	$	764	$	885
Liability reduction - operating cash flows	$	680	$	779

Cash flows from finance leases
Interest - operating cash flows	$	15	$	18
Repayments of principal portion - financing cash flows	$	77	$	66

Operating Leases:	September 30,			June 30,
	2023			2023

Total operating right-of-use assets	$	10,742		$	8,921

Accrued expenses (Current liabilities)	$	3,805		$	3,566
Long-term operating lease liability		7,626			5,954
Total operating lease liabilities	$	11,431		$	9,520

Weighted Average remaining Lease Term (in years)		4.04			3.31

Weighted Average Discount Rate		5.32	%		5.44	%

Finance Leases:	September 30,			June 30,
	2023			2023

Buildings under finance leases	$	2,033		$	2,033
Equipment under finance leases		34			34
Accumulated depreciation		(1,014	)		(929	)
Total finance lease assets, net	$	1,053		$	1,138

Accrued expenses (Current liabilities)	$	295		$	284
Long-term finance lease liability		881			960
Total finance lease liabilities	$	1,176		$	1,244

Weighted Average remaining Lease Term (in years)		3.58			3.83

Weighted Average Discount Rate		4.86	%		4.86	%

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

Maturities of Lease Liability:	Operating Lease Liabilities			Finance Lease Liabilities			Operating Subleases			Net Lease Commitments
2024	$	3,805		$	295		$	(283	)	$	3,817
2025		3,459			362			(31	)		3,790
2026		1,949			362			-			2,311
2027		1,587			275			-			1,862
2028		882			-			-			882
Thereafter		1,253			-			-			1,253
Total lease payments	$	12,935		$	1,294		$	(314	)	$	13,915
Less: Interest		(1,504	)		(118	)					(1,622	)
Present Value of Lease Liabilities	$	11,431		$	1,176					$	12,293

Note 14 - Income Taxes (Tables)

3 Months Ended

Sep. 30, 2023

Notes Tables

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

	Three Months Ended
	September 30
	2023			2022
Reconciliation of effective tax rate:

Provision for income taxes at the anticipated annual tax rate		26.80	%		26.20	%
Uncertain tax positions		0.9			1.0
Deferred Income Tax Adjustment		-			1.6
Share-based compensation		(5.1	)		1.8
Effective tax rate		22.6	%		30.6	%

Note 2 - Summary of Significant Accounting Policies - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Net Sales	$ 123,441	$ 127,069
Lighting Segment [Member]
Net Sales	67,641	67,533
Lighting Segment [Member] \| Transferred at Point in Time [Member]
Net Sales	57,652	58,077
Lighting Segment [Member] \| Transferred over Time [Member]
Net Sales	9,989	9,456
Lighting Segment [Member] \| LED Lighting, Digital Signage, Electronic Circuit Boards [Member]
Net Sales	55,491	55,535
Lighting Segment [Member] \| Poles, Other Display Solution Elements [Member]
Net Sales	11,383	11,129
Lighting Segment [Member] \| Project Management, Installation Services, Shipping and Handling [Member]
Net Sales	767	869
Display Solutions Segment [Member]
Net Sales	55,800	59,536
Display Solutions Segment [Member] \| Transferred at Point in Time [Member]
Net Sales	39,988	47,489
Display Solutions Segment [Member] \| Transferred over Time [Member]
Net Sales	15,812	12,047
Display Solutions Segment [Member] \| LED Lighting, Digital Signage, Electronic Circuit Boards [Member]
Net Sales	8,933	7,175
Display Solutions Segment [Member] \| Poles, Other Display Solution Elements [Member]
Net Sales	34,869	41,471
Display Solutions Segment [Member] \| Project Management, Installation Services, Shipping and Handling [Member]
Net Sales	$ 11,998	$ 10,890

Note 3 - Segment Reporting Information (Details Textual) $ in Thousands	3 Months Ended
	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)
Number of Operating Segments	2
Revenue from Contract with Customer, Including Assessed Tax	$ 123,441	$ 127,069
Intersegment Revenue Markup Percentage	10.00%
Display Solutions Segment [Member]
Revenue from Contract with Customer, Including Assessed Tax	$ 55,800	$ 59,536
Revenue Benchmark [Member] \| Customer Concentration Risk [Member]
Number of Major Customers	0	0
Accounts Receivable [Member] \| Customer Concentration Risk [Member]
Number of Major Customers	0
Accounts Receivable [Member] \| Customer Concentration Risk [Member] \| One Customer [Member] \| Display Solutions Segment [Member]
Number of Major Customers		1
Revenue from Contract with Customer, Including Assessed Tax		$ 8,500
Concentration Risk, Percentage		11.00%

Note 3 - Segment Reporting Information - Summarized Financial Information by Operating Segments (Details) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Net Sales	$ 123,441	$ 127,069
Operating Income (Loss)	11,028	10,021
Capital Expenditures	1,393	434
Depreciation and amortization	2,371	2,421
Corporate and Eliminations [Member]
Operating Income (Loss)	(4,944)	(5,633)
Capital Expenditures	12	23
Depreciation and amortization	86	60
Lighting Segment [Member]
Net Sales	67,641	67,533
Lighting Segment [Member] \| Operating Segments [Member]
Operating Income (Loss)	8,753	9,158
Capital Expenditures	862	249
Depreciation and amortization	1,309	1,387
Display Solutions Segment [Member]
Net Sales	55,800	59,536
Display Solutions Segment [Member] \| Operating Segments [Member]
Operating Income (Loss)	7,219	6,496
Capital Expenditures	519	162
Depreciation and amortization	$ 976	$ 974

Note 3 - Segment Reporting Information - Identifiable Assets by Segment (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Jun. 30, 2023
Total Assets	$ 301,768	$ 296,149
Corporate and Eliminations [Member]
Total Assets	7,377	7,901
Lighting Segment [Member] \| Operating Segments [Member]
Total Assets	145,085	142,941
Display Solutions Segment [Member] \| Operating Segments [Member]
Total Assets	$ 149,306	$ 145,307

Note 3 - Segment Reporting Information - Intersegment Revenues (Details) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Revenue from Contract with Customer, Including Assessed Tax	$ 123,441	$ 127,069
Lighting Segment [Member]
Revenue from Contract with Customer, Including Assessed Tax	67,641	67,533
Display Solutions Segment [Member]
Revenue from Contract with Customer, Including Assessed Tax	55,800	59,536
Intersegment Eliminations [Member] \| Lighting Segment [Member]
Revenue from Contract with Customer, Including Assessed Tax	6,864	6,143
Intersegment Eliminations [Member] \| Display Solutions Segment [Member]
Revenue from Contract with Customer, Including Assessed Tax	$ 455	$ 66

Note 4 - 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, 2023

Sep. 30, 2022

Net Income

$ 8,028

$ 6,262

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

27,738

26,730

Weighted average vested restricted stock units outstanding (in shares)

937

865

Weighted average shares outstanding (in shares)

28,757

27,641

Basic earnings per common share (in dollars per share)

$ 0.28

$ 0.23

Basic (in shares)

28,757

27,641

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

^[1]

1,198

1,023

Weighted average shares outstanding (in shares)

29,955

28,664

Diluted earnings per common share (in dollars per share)

$ 0.27

$ 0.22

Anti-dilutive securities (b) (in shares)

^[2]

213

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, 2023, and September 30, 2022, 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 5 - Inventories, Net - Inventories (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Jun. 30, 2023
Raw materials	$ 46,081	$ 47,689
Work-in-progress	3,278	3,373
Finished goods	13,730	12,656
Total Inventories	$ 63,089	$ 63,718

Note 6 - Accrued Expenses - Accrued Expenses (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Jun. 30, 2023
Customer prepayments	$ 6,902	$ 5,425
Compensation and benefits	10,436	13,116
Accrued warranty	6,448	6,501
Accrued sales commissions	3,670	5,082
Accrued freight	3,620	3,821
Accrued FICA	461	546
Finance lease liabilities	295	284
Other accrued expenses	5,213	5,444
Total Accrued Expenses	40,850	43,785
Accrued Expenses [Member]
Operating lease liabilities	$ 3,805	$ 3,566

Note 7 - Goodwill and Other Intangible Assets (Details Textual)	3 Months Ended
	Sep. 30, 2023
Number of Reporting Units	3
Lighting Segment [Member]
Number of Reporting Units	1
Display Solutions Segment [Member]
Number of Reporting Units	2

Note 7 - Goodwill and Other Intangible Assets - Goodwill (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Jun. 30, 2023
Goodwill	$ 134,318	$ 134,318
Accumulated impairment losses	(89,288)	(89,288)
Goodwill, net	45,030	45,030
Lighting Segment [Member]
Goodwill	70,971	70,971
Accumulated impairment losses	(61,763)	(61,763)
Goodwill, net	9,208	9,208
Display Solutions Segment [Member]
Goodwill	63,347	63,347
Accumulated impairment losses	(27,525)	(27,525)
Goodwill, net	$ 35,822	$ 35,822

Note 7 - Goodwill and Other Intangible Assets - Other Intangible Assets (Details) - USD ($)	Sep. 30, 2023	Jun. 30, 2023
finite lived, gross	$ 86,235,000	$ 86,235,000
finite lived, accumulated amortization	36,324,000	35,134,000
finite lived, net	49,911,000	51,101,000
indefinite lived	12,102,000	12,102,000
Total Other Intangible Assets	98,337,000	98,337
Other intangible assets, net	62,013,000	63,203,000
Trademarks and Trade Names [Member]
indefinite lived	12,102,000	12,102,000
Customer Relationships [Member]
finite lived, gross	62,083,000	62,083,000
finite lived, accumulated amortization	18,671,000	17,817,000
finite lived, net	43,412,000	44,266,000
Patents [Member]
finite lived, gross	268,000	268,000
finite lived, accumulated amortization	268,000	268,000
finite lived, net	0	0
LED Technology Firmware Software [Member]
finite lived, gross		20,966,000
finite lived, accumulated amortization		15,783,000
finite lived, net		5,183,000
Trade Names [Member]
finite lived, gross	2,658,000	2,658,000
finite lived, accumulated amortization	1,183,000	1,156,000
finite lived, net	1,475,000	1,502,000
Noncompete Agreements [Member]
finite lived, gross	260,000	260,000
finite lived, accumulated amortization	123,000	110,000
finite lived, net	137,000	$ 150,000
Technology-Based Intangible Assets [Member]
finite lived, gross	20,966,000
finite lived, accumulated amortization	16,079,000
finite lived, net	$ 4,887,000

Note 7 - Goodwill and Other Intangible Assets - Amortization Expense of Other Intangible Assets (Details) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Amortization Expense of Other Intangible Assets	$ 1,190	$ 1,190

Note 7 - Goodwill and Other Intangible Assets - Future Amortization Expense (Details) $ in Thousands	Sep. 30, 2023 USD ($)
2024	$ 3,571
2025	4,760
2026	4,760
2027	4,754
2028	4,708
After 2028	$ 27,358

Note 8 - Debt (Details Textual) - USD ($) $ in Millions	1 Months Ended	3 Months Ended
Note 8 - Debt (Details Textual) - USD ($) $ in Millions	Sep. 30, 2021	Dec. 31, 2023	Sep. 30, 2023
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%
London Interbank Offered Rate [Member]
Debt Instrument, Basis Spread on Variable Rate	1.00%
London Interbank Offered Rate [Member] \| Forecast [Member]
Debt Instrument, Basis Spread on Variable Rate		1.00%
London Interbank Offered Rate [Member] \| Minimum [Member]
Debt Instrument, Basis Spread on Variable Rate	1.00%
London Interbank Offered Rate [Member] \| Maximum [Member]
Debt Instrument, Basis Spread on Variable Rate	2.25%
Base Rate [Member] \| Minimum [Member]
Debt Instrument, Basis Spread on Variable Rate	0.00%
Base Rate [Member] \| Maximum [Member]
Debt Instrument, Basis Spread on Variable Rate	1.25%
Revolving Credit Facility [Member]
Line of Credit Facility, Maximum Borrowing Capacity	$ 75.0		$ 75.0
Debt Instrument, Interest Rate, Effective Percentage			6.70%
Line of Credit Facility, Remaining Borrowing Capacity			$ 64.5
Term Loan [Member]
Debt Instrument, Face Amount	25.0
Debt Instrument, Annual Principal Payment	$ 3.6
Debt Instrument, Term	5 years

Note 8 - Debt - Debt (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Jun. 30, 2023
Secured line of credit	$ 10,533	$ 18,729
Long Term Debt	28,669	35,200
Less: amounts due within one year	3,571	3,571
Total amounts due after one year, net	25,098	31,629
Term Loan [Member]
Long Term Debt	$ 18,136	$ 16,471

Note 8 - Debt - Debt (Details) (Parentheticals) - USD ($) $ in Thousands	Sep. 30, 2023	Jun. 30, 2023
Term Loan [Member]
Debt Issuance Costs, Net	$ 19	$ 26

Note 9 - Cash Dividends (Details Textual) - USD ($) $ / shares in Units, $ in Millions	1 Months Ended	3 Months Ended
	Nov. 30, 2023	Sep. 30, 2023	Sep. 30, 2022
Payments of Dividends, Total		$ 1.4	$ 1.4
Dividends Accrued		$ 0.1	$ 0.2
Annual Indicated per Share Dividend Rate		$ 0.20
Subsequent Event [Member]
Quarterly Indicated Per Share Dividend Rate	$ 0.05
Dividends Payable, Date to be Paid	Nov. 21, 2023
Dividends Payable, Date of Record	Nov. 13, 2023

Note 10 - Equity Compensation (Details Textual) - USD ($) $ / shares in Units, $ in Millions	1 Months Ended		3 Months Ended		9 Months Ended
	Nov. 30, 2022	Nov. 30, 2021	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023
Share-Based Payment Arrangement, Expense			$ 1.3	$ 0.6
LSi Employee Stock Purchase Plan (ESPP) [Member]
Employee Stock Ownership Plan (ESOP), Number of Allocated Shares		270,000	253,000		253,000
Employee Stock Ownership Plan (ESOP), Discount Percentage		10.00%
Employee Stock Ownership Plan (ESOP), Shares Contributed to ESOP		3,000
The 2019 Omnibus Award Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Additional Shares Authorized (in shares)	2,350,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Available for Grant			2,032,349		2,032,349
The 2019 Omnibus Award Plan [Member] \| Restricted Stock Units (RSUs) [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period					3 years
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period			113,699
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value			$ 12.76
The 2019 Omnibus Award Plan [Member] \| Performance Shares [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period			170,549
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value			$ 12.76

Note 11 - Supplemental Cash Flow Information - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Interest	$ 548	$ 679
Income taxes	1,075	664
Issuance of common shares as compensation	113	75
Issuance of common shares to fund deferred compensation plan	437	539
Issuance of common shares to fund ESPP plan	$ 57	$ 0

Note 13 - Leases (Details Textual)	3 Months Ended
Note 13 - Leases (Details Textual)	Sep. 30, 2023
Minimum [Member]
Lessee, Leases, Remaining Term	1 year
Maximum [Member]
Lessee, Leases, Remaining Term	7 years

Note 13 - Leases - Operating Lease Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Jun. 30, 2023
Operating lease cost	$ 906	$ 863
Total operating right-of-use assets	10,742		$ 8,921
Buildings under finance leases	2,033		2,033
Fixed payments - operating cash flows	764	885
Amortization of right of use assets	73	74
Liability reduction - operating cash flows	680	779
Long-term operating lease liability	7,626		5,954
Accumulated depreciation	(1,014)		(929)
Interest on lease liabilities	15	18
Interest - operating cash flows	15	18
Total operating lease liabilities	11,431		9,520
Total finance lease assets, net	1,053		$ 1,138
Variable lease cost	22	22
Repayments of principal portion - financing cash flows	$ 77	66
Weighted Average remaining Lease Term (in years) (Year)	4 years 14 days		3 years 3 months 21 days
Accrued expenses (Current liabilities)	$ 295		$ 284
Sublease income	$ 0	(116)
Weighted Average Discount Rate	5.32%		5.44%
Long-term finance lease liability	$ 881		$ 960
Total lease cost	1,016	$ 861
Total finance lease liabilities	$ 1,176		$ 1,244
Weighted Average remaining Lease Term (in years) (Year)	3 years 6 months 29 days		3 years 9 months 29 days
Weighted Average Discount Rate	4.86%		4.86%
Accrued Expenses [Member]
Operating lease liabilities	$ 3,805		$ 3,566
Buildings Under Finance Leases [Member]
Buildings under finance leases	2,033		2,033
Equipment Under Finance Leases [Member]
Buildings under finance leases	$ 34		$ 34

Note 13 - Leases - Maturities of Lease Liability (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Jun. 30, 2023
2024, operating lease	$ 3,805
2024, finance lease	295
2024, operating sublease	(283)
2024, net lease commitments	3,817
2025, operating lease	3,459
2025, finance lease	362
2025, operating sublease	(31)
2025, net lease commitments	3,790
2026, operating lease	1,949
2026, finance lease	362
2026, operating sublease	0
2026, net lease commitments	2,311
2027, operating lease	1,587
2027, finance lease	275
2027, operating sublease	0
2027, net lease commitments	1,862
2028, operating lease	882
2028, finance lease	0
2028, operating subleases	0
2028, net lease commitments	882
Thereafter, operating lease	1,253
Thereafter, finance lease	0
Thereafter, operating subleases	0
Thereafter, net lease commitments	1,253
Total lease payments, operating lease	12,935
Total lease payments, finance lease	1,294
Total lease payments, operating sublease	314
Total lease payments, net lease commitments	13,915
Less: Interest, operating lease	(1,504)
Less: Interest, finance lease	(118)
Less: Interest, net lease commitments	(1,622)
Present Value of Lease Liabilities, operating lease	11,431	$ 9,520
Present Value of Lease Liabilities, finance lease	1,176	$ 1,244
Present Value of Lease Liabilities, net lease commitments	$ 12,293

Note 14 - Income Taxes - Reconciliation of Income Tax Rate (Details)	3 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Provision for income taxes at the anticipated annual tax rate	26.80%	26.20%
Uncertain tax positions	0.90%	1.00%
Deferred Income Tax Adjustment	0.00%	1.60%
Share-based compensation	5.10%	(1.80%)
Effective tax rate	22.60%	30.60%

Insider Trading Arrangement (Details Textual)	3 Months Ended
Insider Trading Arrangement (Details Textual)	Sep. 30, 2023
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