lyts20200930

lyts20200930_10q.htm

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, 2020 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 30, 2020, there were 26,355,467 shares of the registrant's common stock, no par value per share, outstanding.

LSI INDUSTRIES INC.

FORM 10-Q

FOR THE QUARTER ENDED SEPTEMBER 30, 2020

INDEX

			Begins on Page
PART I. Financial Information

	ITEM 1.	Financial Statements (Unaudited)

		Condensed Consolidated Statements of Operations	3
		Condensed Consolidated Statements of Comprehensive Income	4
		Condensed Consolidated Balance Sheets	5
		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	21

	ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	27

	ITEM 4.	Controls and Procedures	27

PART II. Other Information

	ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	28

	ITEM 6.	Exhibits	29

Signatures			30

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)	2020			2019

Net Sales	$	70,006		$	88,701

Cost of products and services sold		51,731			66,588

Restructuring costs		3			258

Gross profit		18,272			21,855

Selling and administrative expenses		16,070			19,862

Restructuring gains		-			(4,846	)

Operating income		2,202			6,839

Interest (income)		(1	)		(1	)

Interest expense		58			432

Other (income) expense		(105	)		82

Income before income taxes		2,250			6,326

Income tax expense		260			1,851

Net income	$	1,990		$	4,475


Earnings per common share (see Note 4)
Basic	$	0.08		$	0.17
Diluted	$	0.07		$	0.17


Weighted average common shares outstanding
Basic		26,520			26,236
Diluted		26,968			26,293

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)	2020		2019

Net Income	$	1,990	$	4,475

Foreign currency translation adjustment		45		(23	)

Comprehensive Income	$	2,035	$	4,452

Page 4

LSI INDUSTRIES INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

	September 30,			June 30,
(In thousands, except shares)	2020			2020

ASSETS

Current assets

Cash and cash equivalents	$	9,463		$	3,517

Accounts receivable, less allowance for doubtful accounts of $219 and $273, respectively		44,122			37,836

Inventories		37,351			38,752

Refundable income tax		3,175			2,776

Other current assets		3,832			2,977

Total current assets		97,943			85,858

Property, Plant and Equipment, at cost
Land		3,933			3,933
Buildings		20,660			20,638
Machinery and equipment		67,737			67,796
Buildings under finance leases		2,033			2,033
Construction in progress		772			440
		95,135			94,840
Less accumulated depreciation		(69,533	)		(68,305	)
Net property, plant and equipment		25,602			26,535

Goodwill		10,373			10,373

Other Intangible Assets, net		29,289			29,960

Operating Lease Right-of-Use Assets		8,195			8,663

Other Long-Term Assets, net		10,393			10,874

Total assets	$	181,795		$	172,263

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)	2020			2020

LIABILITIES & SHAREHOLDERS' EQUITY

Current liabilities
Accounts payable	$	20,292		$	14,216
Accrued expenses		22,567			20,433

Total current liabilities		42,859			34,649

Long-Term Debt		-			-

Finance Lease Liabilities		1,694			1,755

Operating Lease Liabilities		8,640			9,021

Other Long-Term Liabilities		1,162			1,138

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 40,000,000 shares; Outstanding 26,340,512 and 26,286,009 shares, respectively		128,758			127,713
Treasury shares, without par value		(1,504	)		(1,121	)
Deferred compensation plan		1,504			1,121
Retained (loss)		(1,270	)		(1,920	)
Accumulated other comprehensive loss		(48	)		(93	)

Total shareholders' equity		127,440			125,700

Total liabilities & shareholders' equity	$	181,795		$	172,263

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			Retained			Total
(In thousands, except per share data)	Number Of Shares		Amount		Number Of Shares			Amount			Compensation Amount			Comprehensive Income (Loss)			Earnings (Loss)			Shareholders' Equity

Balance at June 30, 2019		26,176	$	125,729		(209	)	$	(1,468	)	$	1,468			16		$	(5,808	)	$	119,937

Net Loss		-		-		-			-			-			-			4,475			4,475
Other comprehensive income		-		-		-			-			-			(23	)		-			(23	)
Stock compensation awards		21		75		-			-			-			-			-			75
Restricted stock units issued		18		-		-			-			-			-			-			-
Shares issued for deferred compensation		7		33		-			-			-			-			-			33
Activity of treasury shares, net		-		-		36			360			-			-			-			360
Deferred stock compensation		-		-		-			-			(350	)		-			-			(350	)
Stock compensation expense		-		398		-			-			-			-			-			398
Dividends — $0.20 per share		-		-		-			-			-			-			(1,319	)		(1,319	)
Cumulative effect of adoption of accounting guidance		-		-		-			-			-			-			(428	)		(428	)

Balance at September 30, 2019		26,222	$	126,235		(173	)	$	(1,108	)	$	1,118		$	(7	)	$	(3,080	)	$	123,158

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

Balance at June 30, 2020		26,466	$	127,713		(180	)	$	(1,121	)	$	1,121		(93	)	$	(1,920	)	$	125,700

Net Income		-		-		-			-			-		-			1,990			1,990
Other comprehensive income		-		-		-			-			-		45			-			45
Stock compensation awards		12		75		-			-			-		-			-			75
Restricted stock units issued		28		-		-			-			-		-			-			-
Shares issued for deferred compensation		62		412		-			-			-		-			-			412
Activity of treasury shares, net		-		-		(59	)		(383	)		-		-			-			(383	)
Deferred stock compensation		-		-		-			-			383		-			-			383
Stock compensation expense		-		505		-			-			-		-			-			505
Stock options exercised, net		11		53		-			-			-		-			-			53
Dividends — $0.20 per share		-		-		-			-			-		-			(1,340	)		(1,340	)

Balance at September 30, 2020		26,579	$	128,758		(239	)	$	(1,504	)	$	1,504	$	(48	)	$	(1,270	)	$	127,440

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)	2020			2019

Cash Flows from Operating Activities
Net income	$	1,990		$	4,475
Non-cash items included in net income
Depreciation and amortization		2,033			2,399
Deferred income taxes		381			1,823
Deferred compensation plan		412			43
Stock compensation expense		505			398
Issuance of common shares as compensation		75			75
Gain on disposition of fixed assets		-			(4,752	)
Allowance for doubtful accounts		(38	)		140
Inventory obsolescence reserve		496			298

Changes in certain assets and liabilities
Accounts receivable		(6,136	)		(3,854	)
Inventories		926			136
Refundable income taxes		(393	)		(3	)
Accounts payable		5,912			4,611
Accrued expenses and other		(521	)		440
Customer prepayments		1,997			130
Net cash flows provided by operating activities		7,639			6,359

Cash Flows from Investing Activities
Purchases of property, plant and equipment		(405	)		(355	)
Proceeds from the sale of fixed assets		-			12,338
Net cash flows (used in) provided by investing activities		(405	)		11,983

Cash Flows from Financing Activities
Payments of long-term debt		-			(51,612	)
Borrowings of long-term debt		-			35,252
Cash dividends paid		(1,321	)		(1,319	)
Shares withheld for employees' taxes		(5	)		(50	)
Payments on financing lease obligations		(58	)		-
Proceeds from stock option exercises		53			-
Net cash flows used in financing activities		(1,331	)		(17,729	)

Change related to foreign currency		43			-

Increase in cash and cash equivalents		5,946			613

Cash and cash equivalents at beginning of period		3,517			966

Cash and cash equivalents at end of period	$	9,463		$	1,579

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, 2020, the results of its operations for the three month periods ended September 30, 2020 and 2019, and its cash flows for the three month periods ended September 30, 2020 and 2019. These statements should be read in conjunction with the financial statements and footnotes included in the fiscal 2020 Annual Report on Form 10-K. Financial information as of June 30, 2020 has been derived from the Company’s audited consolidated financial statements.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Consolidation:

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 Graphics and select Lighting products are highly 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 print graphics branding

●

Electrical components based on customer specifications

●

Digital signage and related media content

The Company also offers installation services for its Graphics and select Lighting products. Installation revenue is recognized over time as our 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 contract.

Page 9

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 presents a reconciliation of the disaggregation by reportable segments.

	Three Months Ended
(In thousands)	September 30, 2020
	Lighting Segment		Graphics Segment
Timing of revenue recognition
Products and services transferred at a point in time	$	40,040	$	14,454
Products and services transferred over time		5,365		10,147
	$	45,405	$	24,601

	Three Months Ended
	September 30, 2020
	Lighting Segment		Graphics Segment
Type of Product and Services
LED lighting, digital signage solutions, electronic circuit boards	$	37,869	$	5,081
Legacy products		7,074		14,325
Turnkey services and other		462		5,195
	$	45,405	$	24,601

Legacy products include lighting fixtures utilizing light sources other than LED technology and printed two- and three-dimensional graphic products. Turnkey services and other includes project management and installation services along with shipping and handling charges.

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:

On July 1, 2019, the Company adopted ASU 2016-02 using a modified-retrospective transition method, under which it elected not to adjust comparative periods. The Company elected the package of practical expedients permitted under the new guidance. In addition, the Company elected accounting policies to not record short-term leases on the balance sheet and to not separate lease and non-lease components.

The Company’s most significant leases are those related to certain manufacturing facilities along with a small office space. Besides these real estate leases, most other leases are insignificant and consist of leases related to a vehicle, forklifts and various office equipment. The adoption of the new lease standard resulted in the recognition of right-of-use assets (ROU assets) of $10.4 million, lease liabilities of $10.8 million which includes the impact of existing deferred rents and tenant improvement allowances and a $0.4 million adjustment to retained earnings on the consolidated balance sheets as of July 1, 2019 for the Company’s real estate leases. The adoption of the standard resulted in no material impact to the consolidated statements of operations or consolidated statements of cash flow.

Page 10

On July 1, 2020, the Company adopted ASU 2016-13, "Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments" (ASC 326 or "CECL"), which amended the impairment model by requiring entities to use a forward-looking approach based on expected losses rather than incurred losses to estimate credit losses on certain types of financial instruments, including trade receivables. The adoption of ASU 2016-13 did not have a material impact on the consolidated financial statements and related disclosures.

Subsequent Events:

The Company has evaluated subsequent events for potential recognition and disclosure through the date the consolidated financial statements were filed. No items were identified during this evaluation that required adjustment to or disclosure in the accompanying consolidated financial statements.

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 Graphics, 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 outdoor and indoor lighting utilizing both traditional and LED light sources that have been fabricated and assembled for the Company’s markets, primarily petroleum / convenience stores, parking lot and garage markets, automotive dealerships, quick-service restaurants, grocery and pharmacy stores, and retail/national accounts. The Company serves these lighting product customers through the commercial, industrial, stock and flow, and renovation channels. 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 Graphics Segment designs, manufactures and installs exterior and interior visual image elements such as traditional graphics, interior branding, electrical and architectural signage, active digital signage along with the management of media content related to digital signage and menu board systems that are either digital or print by design. These products are used in visual image programs in several markets including the petroleum / convenience store market, quick-service restaurant market, the grocery store and pharmacy markets, as well as customers with multi-site retail operations. The Graphics Segment implements, installs and provides program management services related to products sold by the Graphics Segment and by the Lighting Segment.

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 expenses, 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 was no concentration of consolidated net sales in the three months ended September 30, 2020 and 2019. There was no concentration of accounts receivable at September 30, 2020 or June 30, 2020.

Page 11

Summarized financial information for the Company’s operating segments is provided for the indicated periods and as of September 30, 2020 and September 30, 2019:

	Three Months Ended
(In thousands)	September 30
	2020			2019
Net Sales:
Lighting Segment	$	45,405		$	63,191
Graphics Segment		24,601			25,510
	$	70,006		$	88,701

Operating Income (Loss):
Lighting Segment	$	3,588		$	9,159
Graphics Segment		1,823			1,017
Corporate and Eliminations		(3,209	)		(3,337	)
	$	2,202		$	6,839

Capital Expenditures:
Lighting Segment	$	369		$	330
Graphics Segment		27			-
Corporate and Eliminations		9			25
	$	405		$	355

Depreciation and Amortization:
Lighting Segment	$	1,619		$	1,778
Graphics Segment		358			386
Corporate and Eliminations		56			235
	$	2,033		$	2,399

	September 30, 2020		June 30, 2020
Identifiable Assets:
Lighting Segment	$	120,449	$	118,819
Graphics Segment		35,882		35,021
Corporate and Eliminations		25,464		18,423
	$	181,795	$	172,263

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:

	Three Months Ended
(In thousands)	September 30
	2020		2019
Lighting Segment inter-segment net sales	$	4,080	$	811

Graphics Segment inter-segment net sales	$	38	$	24

The Company’s operations are located solely within North America. As a result, the geographic distribution of the Company’s net sales and long-lived assets originate within North America.

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
	2020		2019

BASIC EARNINGS PER SHARE

Net income	$	1,990	$	4,475

Weighted average shares outstanding during the period, net of treasury shares		26,318		26,024
Weighted average vested restricted stock units outstanding		10		24
Weighted average shares outstanding in the Deferred Compensation Plan during the period		192		188
Weighted average shares outstanding		26,520		26,236

Basic income per share	$	0.08	$	0.17


DILUTED EARNINGS PER SHARE

Net income	$	1,990	$	4,475

Weighted average shares outstanding:

Basic		26,520		26,236

Effect of dilutive securities (a):
Impact of common shares to be issued under stock option plans, and contingently issuable shares, if any		448		57
Weighted average shares outstanding		26,968		26,293

Diluted income per share	$	0.07	$	0.17


Anti-dilutive securities (b)		1,302		2,861

(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, 2020 and September 30, 2019 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

The following information is provided as of the dates indicated:

	September 30,		June 30,
(In thousands)	2020		2020

Inventories:
Raw materials	$	26,335	$	27,331
Work-in-progress		1,465		1,566
Finished goods		9,551		9,855
Total Inventories	$	37,351	$	38,752

NOTE 6 - ACCRUED EXPENSES

The following information is provided as of the dates indicated:

	September 30,		June 30,
(In thousands)	2020		2020

Accrued Expenses:
Accrued warranty	$	6,639	$	6,956
Compensation and benefits		6,179		6,001
Customer prepayments		3,699		1,698
Accrued sales commissions		1,473		1,289
Operating lease liabilities		292		376
Finance lease liabilities		242		239
Other accrued expenses		4,043		3,874
Total Accrued Expenses	$	22,567	$	20,433

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 fair value measurements of the reporting units are based on significant inputs not observable in the market and thus represent Level 3 measurements as defined by ASC 820 “Fair Value Measurements.” 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 two reporting units that contain goodwill. There is one reporting unit within the Lighting Segment and one reporting unit within the Graphics Segment. 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 as of September 30, 2020 and June 30, 2020:

Goodwill
(In thousands)	Lighting			Graphics
	Segment			Segment			Total

Goodwill	$	86,711		$	28,690		$	115,401
Accumulated impairment losses		(77,503	)		(27,525	)		(105,028	)
Goodwill, net	$	9,208		$	1,165		$	10,373

The following table presents the gross carrying amount and accumulated amortization by each major asset class:

Other Intangible Assets	September 30, 2020
(In thousands)	Gross
	Carrying		Accumulated		Net
	Amount		Amortization		Amount
Amortized Intangible Assets
Customer relationships	$	35,563	$	14,644	$	20,919
Patents		338		285		53
LED technology firmware, software		16,066		12,973		3,093
Trade name		2,658		856		1,802
Total Amortized Intangible Assets		54,625		28,758		25,867

Indefinite-lived Intangible Assets
Trademarks and trade names		3,422		-		3,422
Total indefinite-lived Intangible Assets		3,422		-		3,422

Total Other Intangible Assets	$	58,047	$	28,758	$	29,289

Other Intangible Assets	June 30, 2020
(In thousands)	Gross
	Carrying		Accumulated		Net
	Amount		Amortization		Amount
Amortized Intangible Assets
Customer relationships	$	35,563	$	14,129	$	21,434
Patents		338		277		61
LED technology firmware, software		16,066		12,852		3,214
Trade name		2,658		829		1,829
Total Amortized Intangible Assets		54,625		28,087		26,538

Indefinite-lived Intangible Assets
Trademarks and trade names		3,422		-		3,422
Total indefinite-lived Intangible Assets		3,422		-		3,422

Total Other Intangible Assets	$	58,047	$	28,087	$	29,960

	Three Months Ended
	September 30
(In thousands)	2020		2019

Amortization Expense of Other Intangible Assets	$	671	$	675

Page 15

The Company expects to record annual amortization expense as follows:

(In thousands)

2021	$	2,682
2022	$	2,461
2023	$	2,412
2024	$	2,412
2025	$	2,412
After 2025	$	14,159

NOTE 8 - REVOLVING LINE OF CREDIT

In February 2019, the Company amended its secured line of credit to a $75 million facility from a $100 million facility in order to better match its financing needs with an appropriate borrowing capacity. The line of credit expires in the third quarter of fiscal 2022. Interest on the revolving line of credit is charged based upon an increment over the LIBOR rate as periodically determined, or at the bank’s base lending rate, at the Company’s option. The increment over the LIBOR borrowing rate, as periodically determined, fluctuates between 125 and 250 basis points depending upon the ratio of indebtedness to earnings before interest, taxes, depreciation and amortization (“EBITDA”), as defined in the line of credit agreement. The increment over LIBOR borrowing rate will be 125 basis points for the second quarter of fiscal 2021. The Company expects to seek additional provisions for alternative interest rates when certain interbank offered rates are no longer available. The fee on the unused balance of the $75 million committed line of credit is 20 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 coverage ratio. As of September 30, 2020, there were no borrowings against the line of credit, and $75.0 million was available as of that date. Based on the terms of the line of credit and the maturity date, the debt has been classified as long term.

The Company is in compliance with all of its loan covenants as of September 30, 2020.

NOTE 9 - CASH DIVIDENDS

The Company paid cash dividends of $1.3 million in both the three months ended September 30, 2020 and September 30, 2019. Dividends on restricted stock units in the amount of $81,663 and $34,842 were accrued as of September 30, 2020 and 2019, respectively. These dividends will be paid upon the vesting of the restricted stock units when shares are issued to the award recipients. In October 2020, the Board of Directors declared a regular quarterly cash dividend of $0.05 per share payable November 17, 2020 to shareholders of record as of November 9, 2020. The indicated annual cash dividend rate is $0.20 per share.

NOTE 10 – EQUITY COMPENSATION

In November 2019, the Company’s shareholders approved the 2019 Omnibus Award Plan (“2019 Omnibus Plan”). The purpose of the 2019 Omnibus Plan is to provide a means through which the Company may attract and retain key personnel and to provide a means by which directors, officers, and employees can acquire and maintain an equity interest in the Company. The number of shares that remain reserved for issuance under the 2019 Omnibus Plan is 2,922,194 as of September 30, 2020. The 2019 Omnibus Plan implements the use of a fungible share ratio that consumes 2.5 available shares for every full value share awarded by the Company as stock compensation. 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 stock-based awards.

In the first quarter of fiscal 2021, the Company granted 318,406 non-qualified serviced-based and inducement stock options with an exercise price of $6.80 to $7.06, and 134,017 PSUs and 131,126 RSUs at a fair value of $6.80. Stock compensation expense was $0.5 million and $0.4 million for the three months ended September 30, 2020 and 2019, respectively.

Page 16

NOTE 11 - SUPPLEMENTAL CASH FLOW INFORMATION

	Three Months Ended
(In thousands)	September 30
	2020		2019
Cash Payments:
Interest	$	24	$	464
Income taxes	$	223	$	-

Non-cash investing and financing activities
Issuance of common shares as compensation	$	75	$	75
Issuance of common shares to fund deferred compensation plan	$	412	$	33

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, 2020, there were no such standby letters of credit issued. In August 2020, the Company experienced a cybersecurity incident. There was minimal business interruption and immaterial net financial impact resulting from the incident. For details regarding this incident, see the risk factor on page 7 of the Company’s fiscal 2020 Annual Report on Form 10-K.

NOTE 13 – SEVERANCE COSTS

The activity in the Company’s accrued severance liability is as follows for the periods indicated:

	Three Months			Three Months			Fiscal Year
	Ended			Ended			Ended
	September 30,			September 30,			June 30,
(In thousands)	2020			2019			2020

Balance at beginning of period	$	639		$	1,134		$	1,134
Accrual of expense		-			18			344
Payments		(225	)		(162	)		(839	)
Balance at end of period	$	414		$	990		$	639

The $0.4 million severance reserve reported as of September 30, 2020 has been classified as a current liability and will be paid out over the next twelve months.

NOTE 14 – RESTRUCTURING COSTS

In the first quarter of fiscal 2020, the Company sold its New Windsor, New York facility. The net proceeds from the sale were $12.3 million resulting in a gain of $4.8 million. The Company also incurred additional restructuring costs totaling $0.2 million in the first quarter of fiscal 2020 related to the closure of the New Windsor facility, which impacted both the Lighting and Graphics segment.

Page 17

The following table presents information about restructuring costs for the periods indicated:

	Three Months Ended
	September 30
(In thousands)	2020		2019

Exit costs	$	3	$	184
Impairment of fixed assets and accelerated depreciation		-		49
Gain on sale of facility		-		(4,821	)
Total	$	3	$	(4,588	)

The following table presents a roll forward of the beginning and ending liability balances related to the restructuring costs:

	Balance as of									Balance as of
	June 30,		Restructuring							September 30,
(In thousands)	2020		Expense		Payments			Adjustments		2020

Severance and termination benefits	$	27	$	-	$	-		$	-	$	27
Other restructuring costs		-		3		(3	)		-	$	-
Total	$	27	$	3	$	(3	)	$	-	$	27

NOTE 15 - LEASES

The Company leases certain manufacturing facilities along with a small office space, a company vehicle, several forklifts, several small tooling items, and various items of office equipment. All but one of the Company’s leases are operating leases. Leases have a remaining term of one to five 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, 2020 and 2019, 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. The adoption of the new lease standard resulted in the recognition of right-of-use assets (ROU assets) of $10.4 million and lease liabilities of $10.8 million which includes the impact of existing deferred rents and tenant improvement allowances on the consolidated balance sheets as of July 1, 2019 for the Company’s real estate leases. The adoption of the new standard resulted in no material impact to the consolidated statements of operations or consolidated statements of cash flow.

	Three months ended		Three months ended
(In thousands)	September 30, 2020		September 30, 2019

Operating lease cost	$	573	$	587
Financing lease cost:
Amortization of right of use assets		73		-
Interest on lease liabilities		24		-
Variable lease cost		1		-
Total lease cost	$	671	$	587

Page 18

Supplemental Cash Flow Information:
	Three months ended		Three months ended
(In thousands)	September 30, 2020		September 30, 2019

Cash flows from operating leases
Fixed payments - operating cash flows	$	570	$	573
Liability reduction - operating cash flows	$	461	$	443

Cash flows from finance leases
Interest - operating cash flows	$	24	$	-
Repayments of principal portion - financing cash flows	$	58	$	-

Operating Leases:	At September 30, 2020			At June 30, 2020

Total operating right-of-use assets	$	8,195		$	8,663

Accrued expenses (Current liabilities)	$	292		$	376
Long-term operating lease liability		8,640			9,021
Total operating lease liabilities	$	8,932		$	9,397

Weighted Average remaining Lease Term (in years)		4.36			4.59

Weighted Average Discount Rate		4.85	%		4.85	%

Finance Leases:	At September 30, 2020			At June 30, 2020

Buildings under finance leases	$	2,033		$	2,033
Accumulated depreciation		(121	)		(48	)
Total finance lease assets, net	$	1,912		$	1,985

Accrued expenses (Current liabilities)	$	242		$	239
Long-term finance lease liability		1,694			1,755
Total finance lease liabilities	$	1,936		$	1,994

Weighted Average remaining Lease Term (in years)		6.58			6.83

Weighted Average Discount Rate		4.86	%		4.86	%

Maturities of Lease Liability:	Operating Lease			Finance Lease
	Liabilities			Liabilities
2021	$	1,864		$	270
2022		2,293			329
2023		2,241			329
2024		1,924			335
2025		1,345			362
Thereafter		360			664
Total lease payments		10,027			2,289
Less: Interest		(1,095	)		(353	)
Present Value of Lease Liabilities	$	8,932		$	1,936

Page 19

NOTE 16 – 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.

The Coronavirus Aid, Relief, and Economic Security (CARES) Act was signed into law in March 2020. The CARES Act allows the Company to carry back a federal net operating loss to prior tax years, offset taxable income in those earlier tax years, and obtain a refund of income taxes that were paid at a higher statutory tax rate. During the first quarter of fiscal 2021, the IRS issued Treasury Regulations resulting in an increase to the expected net operating loss that can be carried back and the Company recognized an additional tax benefit of $0.4 million.

In the first quarter of fiscal 2020, the Company sold its New Windsor facility resulting in a book gain of $4.8 million. The Company was able to utilize a deferred tax asset of $0.9 million related to the sale of the facility.

	Three Months Ended
	September 30
	2020			2019
Reconciliation of effective tax rate:

Provision for income taxes at the anticipated annual tax rate		23.9	%		24.1	%
Uncertain tax positions		1.0			0.5
Tax rate changes		(15.7	)		-
Shared-based compensation		2.4			4.3
Other		-			0.4
Effective tax rate		11.6	%		29.3	%

Page 20

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,” “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, 2020, and our financial statements and the accompanying Notes to Financial Statements (Part I, Item 1 of this Form 10-Q).

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

COVID-19 Pandemic

The COVID-19 pandemic will likely continue to impact business activity across industries in the U.S. and worldwide. We remain committed to taking actions to address the health, safety and welfare of our employees, customers, agents and suppliers. The potential for additional outbreaks of COVID-19 in the U.S. and globally and the actions taken by governmental authorities in response to future resurgence are highly uncertain and unpredictable. Future developments such as these will determine the extent to which COVID-19 continues to impact our results of operations and financial conditions. See the risk factor captioned “Our financial condition and results of operations for fiscal 2021 and future periods may be adversely affected by the recent novel coronavirus disease (“COVID-19”) outbreak or other outbreaks of infectious disease or similar public health threats and the resulting economic impact” in Item 1A, Risk Factors, included in Part I of our Annual Report on Form 10-K for the fiscal year ended June 30, 2020 for an additional discussion of risks related to COVID-19.

Net Sales by Business Segment
	Three Months Ended
	September 30
(In thousands)	2020		2019

Lighting Segment	$	45,405	$	63,191
Graphics Segment		24,601		25,510
	$	70,006	$	88,701

Page 21

Operating Income (Loss) by Business Segment
	Three Months Ended
	September 30
(In thousands)	2020			2019

Lighting Segment	$	3,588		$	9,159
Graphics Segment		1,823			1,017
Corporate and Eliminations		(3,209	)		(3,337	)
	$	2,202		$	6,839

Summary of Consolidated Results

Net sales of $70.0 million for the three months ended September 30, 2020 decreased $18.7 million or 21% as compared to net sales of $88.7 million for the three months ended September 30, 2019. Net sales were unfavorably influenced by decreased net sales of the Lighting Segment (a decrease of $17.8 million or 28%) and decreased net sales of the Graphics Segment (a decrease of $0.9 million or 4%).

Operating income of $2.2 million for the three months ended September 30, 2020 represents a $4.6 million decrease from operating income of $6.8 million in the three months ended September 30, 2019. The $4.6 million decrease from fiscal 2020 was impacted by the sale of the New Windsor, New York facility in the first quarter of fiscal 2020 which favorably resulted in a pre-tax gain of $4.8 million. When the impact of the sale of the New Windsor facility, other restructuring and plant closure costs and stock compensation expense are removed from the operating results, adjusted operating income, a Non-GAAP measure, was $2.7 million in the three months ended September 30, 2020 compared to $2.6 million in the three months ended September 30, 2019. Refer to “Non-GAAP Financial Measures” below.

We continue to maintain a strong balance sheet with a cash balance of $9.5 million and no long-term debt as of September 30, 2020. We believe that our liquidity position is adequate to meet our projected needs in the reasonably foreseeable future.

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 restructuring and plant closure costs (gains) and stock compensation expense 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. 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. 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.

Reconciliation of operating income to adjusted operating income:
	Three Months Ended
	September 30
(In thousands)	2020		2019

Operating Income as reported	$	2,202	$	6,839

Restructuring and plant closure costs (gains)		3		(4,588	)

Stock compensation expense		505		398

Adjusted Operating Income	$	2,710	$	2,649

Page 22

Reconciliation of net income to adjusted net income
	Three Months Ended
	September 30
(In thousands, except per share data)	2020							2019
					Diluted EPS							Diluted EPS

Net Income as reported	$	1,990			$	0.07		$	4,475			$	0.17

Restructuring and plant closure costs (gains)		2		(1)		-			(3,446	)	(3)		(0.13	)

Stock compensation expense		380		(2)		0.01			299		(4)		0.01

Tax impact due to the change in the estimated annual tax rate used for GAAP reporting purposes		(297	)			(0.01	)		275				0.01

Net Income adjusted	$	2,075			$	0.08		$	1,603			$	0.06

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

⁽¹⁾ $1

⁽²⁾$125

⁽³⁾ ($1,142)

⁽⁴⁾ $99

The reconciliation of reported net income and earnings per share to adjusted net income and earnings per share may not agree due to rounding differences and due to the difference between basic and dilutive weighted average shares outstanding in the computation of earnings per share.

Reconciliation of operating income to EBITDA and Adjusted EBITDA
	Three Months Ended
	September 30
(In thousands)	2020		2019

Operating Income as reported	$	2,202	$	6,839

Depreciation and Amortization		2,033		2,399

EBITDA	$	4,235	$	9,238

Restructuring and plant closure costs (gains)		3		(4,588	)

Stock compensation expense		505		398

Adjusted EBITDA	$	4,743	$	5,048

Reconciliation of cash flow from operations to free cash flow
	Three Months Ended
	September 30
(In thousands)	2020			2019

Cash Flow from Operations	$	7,639		$	6,359

Proceeds from sale of fixed assets		-			12,332

Capital expenditures		(405	)		(355	)

Free Cash Flow	$	7,234		$	18,336

Reconciliation of Net Debt
	September 30,			June 30,
(In thousands)	2020			2020

Long-Term Debt as reported	$	-		$	-

Less:
Cash and cash equivalents as reported		9,463			3,517

Net Debt	$	(9,463	)	$	(3,517	)

Page 23

Results of Operations

THREE MONTHS ENDED SEPTEMBER 30, 2020 COMPARED TO THREE MONTHS ENDED SEPTEMBER 30, 2019

Lighting Segment
	Three Months Ended
	September 30
(In thousands)	2020		2019

Net Sales	$	45,405	$	63,191
Gross Profit	$	13,826	$	17,219
Operating Income	$	3,588	$	9,159

Lighting Segment net sales of $45.4 million in the three months ended September 30, 2020 decreased 28% from net sales of $63.2 million in the same period in fiscal 2020. The drop in sales is attributed to the impact of COVID-19 disruptions on construction markets in the fourth quarter of fiscal 2020 and the subsequent lower backlog entering the first quarter of fiscal 2021.

Gross profit of $13.8 million in the three months ended September 30, 2020 decreased $3.4 million or 20% from the same period of fiscal 2020 and increased from 26.9% to 27.9% as a percentage of Lighting Segment net sales (customer plus inter-segment net sales). The growth in gross profit as a percentage of net sales reflects the ongoing impact of our focus on higher-value market applications, the successful introduction of new products, cost savings from the closure of the New Windsor facility and product design cost reductions.

Selling and administrative expenses of $10.2 million in the three months ended September 30, 2020 increased $2.2 million from the same period of fiscal 2020 primarily due to the $4.8 million gain on the sale of the New Windsor facility in the first quarter of fiscal 2020. When the $4.8 million gain is removed from fiscal 2020 results, there was a $2.7 million decrease in selling and administrative expenses. The decrease in selling and administrative expenses is mostly driven by lower commission expense as a result of lower sales and a conscientious effort to reduce spending as a result of the pandemic.

Lighting Segment operating income of $3.6 million for the three months ended September 30, 2020 decreased $5.6 million from operating income of $9.2 million in the same period of fiscal 2020 primarily due to the $4.8 million pre-tax gain on the sale of the New Windsor facility in fiscal 2020.

Graphics Segment
	Three Months Ended
	September 30
(In thousands)	2020		2019

Net Sales	$	24,601	$	25,510
Gross Profit	$	4,442	$	4,626
Operating Income	$	1,823	$	1,017

Graphics Segment net sales of $24.6 million in the three months ended September 30, 2020 decreased $0.9 million or 4% from net sales of $25.5 million in the same period in fiscal 2020. The decrease in sales is from a reduction in the Petroleum market vertical partially offset by growth in the Other Retail and Digital market verticals. The pandemic continued to impact Graphics in the first quarter, resulting in a number of project installation delays.

Gross profit of $4.4 million in the three months ended September 30, 2020 decreased $0.2 million or 4% from the same period of fiscal 2020. Gross profit as a percentage of Graphic Segment net sales (customer plus inter-segment sales) was consistent from the prior year first quarter.

Selling and administrative expenses of $2.6 million decreased $1.0 million from $3.6 million in the same period of fiscal 2020. The decrease in selling and administrative expenses was due to lower operating costs as a result of an organizational realignment executed in the second half of fiscal 2020 and a conscientious effort to reduce spending as a result of the pandemic.

Page 24

Graphics Segment operating income of $1.8 million in the three months ended September 30, 2020 increased $0.8 million from operating income of $1.0 million in the same period of fiscal 2020. The increase of $0.8 million was primarily due to lower operating expenses.

Corporate and Eliminations
	Three Months Ended
	September 30
(In thousands)	2020			2019

Gross Profit	$	4		$	10
Operating (Loss)	$	(3,209	)	$	(3,337	)

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

Administrative expenses of $3.2 million in the three months ended September 30, 2020 decreased $0.1 million or 4% from the same period of fiscal 2020. The net decrease was the result of conscientious efforts to contain and reduce costs during the pandemic.

Consolidated Results

We reported $0.1 million net interest expense in the three months ended September 30, 2020 compared to $0.4 million net interest expense in the three months ended September 30, 2019. The decrease in interest expense from fiscal 2020 to fiscal 2021 is the result of lower levels of debt outstanding on our line of credit. We also recorded other income of $0.1 million in the three months ended September 30, 2020 compared to other expense of $0.1 million in the three months ended September 30, 2019, both of which are related to net foreign exchange currency transaction gains and losses through our Mexican subsidiary.

The $0.3 million income tax expense in the three months ended September 30, 2020 represents a consolidated effective tax rate of 11.6% and was driven by a favorable deferred tax asset adjustment related to a net operating loss carryback from the CARES Act. The $1.8 million income tax expense in the three months ended September 30, 2019 represents a consolidated effective tax rate of 29.3%, influenced mostly by the gain on the sale of the New Windsor facility and by certain permanent book-tax differences and by an expense related to uncertain income tax positions.

We reported net income of $2.0 million in the three months ended September 30, 2020 compared to net income of $4.5 million in the three months ended September 30, 2019. The decrease in net income is primarily driven by the $4.8 million gain on the sale of the New Windsor facility in the first quarter of fiscal 2020. When the impact of all Non-GAAP items is removed from both fiscal years, Non-GAAP adjusted net income was $2.1 million for the three months ended September 30, 2020 compared to adjusted net income of $1.6 million for the three months ended September 30, 2019 (Refer to the Non-GAAP tables above). The increase in Non-GAAP adjusted net income is primarily the net result of an improved gross profit margin, decreased interest expense, a lower effective tax rate and foreign exchange currency transaction gains, partially offset by decreased net sales. Diluted earnings per share of $0.07 was reported in the three months ended September 30, 2020 as compared to $0.17 diluted earnings per share in the same period of fiscal 2020. The weighted average common shares outstanding for purposes of computing diluted earnings per share in the three months ended September 30, 2020 were 26,968,000 shares as compared to 26,293,000 shares in the same period last year.

Liquidity and Capital Resources

We consider our level of cash on hand, borrowing capacity, current ratio and working capital levels to be our most important measures of short-term liquidity. For long-term liquidity indicators, we believe our 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, 2020, we had working capital of $55.1 million compared to $51.2 million at June 30, 2020. The ratio of current assets to current liabilities was 2.29 to 1 as compared to a ratio of 2.48 to 1 at June 30, 2020. The $3.9 million increase in working capital from June 30, 2020 to September 30, 2020 is primarily driven by a $6.3 million increase in in accounts receivable, a $5.9 million increase in cash, a $6.1 million increase in accounts payable, a $2.1 million increase in accrued expenses, a $1.2 million increase in other assets and a $1.4 million decrease in inventory.

We generated $7.6 million of cash from operating activities in the three months ended September 30, 2020 as compared to $6.4 million in the same period of fiscal 2020. This $1.2 million increase in net cash flows from operating activities is the result of our improved earnings as well as our ongoing strategy to aggressively manage our working capital which includes the reduction of accounts receivable days sales outstanding (DSO), while simultaneously managing our inventory levels for an anticipated slow but steady market recovery and also to support several new product launches.

Page 25

Net accounts receivable were $44.1 million and $37.8 million at September 30, 2020 and June 30, 2020, respectively. DSO decreased to 54 days at September 30, 2020 from 56 days at June 30, 2020. We believe that our receivables are ultimately collectible or recoverable, net of certain reserves, and that aggregate allowances for doubtful accounts are adequate.

Net inventories of $37.4 million at September 30, 2020 decreased $1.4 million from $38.8 million at June 30, 2020. The decrease of $1.4 million is the result of a decrease in gross inventory of $1.1 million and an increase in obsolescence reserves of $0.3 million. Based on a strategy of balancing inventory reductions with customer service and the timing of shipments, net inventory decreased $1.7 million in the three months ended September 30, 2020 in the Lighting Segment which was partially offset by an increase in net inventory in the Graphics Segment of $0.1 million.

Cash generated from operations and borrowing capacity under our line of credit is our primary source of liquidity. We have a secured $75 million revolving line of credit with our bank, with $75 million of the credit line available as of October 15, 2020. This line of credit is a $75 million five-year credit line expiring in the third quarter of fiscal 2022. We are in compliance with all of our loan covenants. We believe that our $75 million line of credit plus cash flows from operating activities are adequate for fiscal 2021 operational and capital expenditure needs. However, as the impact of COVID-19 on the economy and our operations evolves, we will continue to assess our liquidity needs.

We used $0.4 million of cash related to investing activities in the three months ended September 30, 2020 as compared to $12.0 million of cash provided by investing activities in the same period of fiscal 2020, resulting in a decrease of $12.4 million. Capital expenditures was consistent in the three months ended September 30, 2020 and 2019. We sold our New Windsor manufacturing facility for $12.3 million in the first quarter of fiscal 2020, which was the primary contributing factor to the decrease in cash flow from investing activities from fiscal 2020 to fiscal 2021.

We used $1.3 million of cash related to financing activities in the three months ended September 30, 2020 compared to $17.7 million in the three months ended September 30, 2019. The $16.4 million change in cash flow was primarily the net result of payments of long-term debt in excess of borrowings which was primarily driven by cash flow from operations.

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

Off-Balance Sheet Arrangements

We have no financial instruments with off-balance sheet risk and have no off-balance sheet arrangements.

Cash Dividends

In October 2020, the Board of Directors declared a regular quarterly cash dividend of $0.05 per share payable November 17, 2020 to shareholders of record as of November 9, 2020. The indicated annual cash dividend rate for fiscal 2021 is $0.20 per share. The Board of Directors has adopted a policy regarding dividends which indicates that dividends will be determined by the Board of Directors in its discretion based upon its evaluation of earnings, cash flow requirements, financial condition, debt levels, stock repurchases, future business developments and opportunities, and other factors deemed relevant.

Critical Accounting Policies and Estimates

A summary of our significant accounting policies is included in Note 1 to the audited consolidated financial statements of the Company’s fiscal 2020 Annual Report on Form 10-K.

Page 26

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Except for the broad effects of the COVID-19 pandemic as a result of its negative impact on the global economy and major financial markets, there have been no material changes in our exposure to market risk since June 30, 2020. Additional information can be found in Item 7A, Quantitative and Qualitative Disclosures About Market Risk, which appears on page 12 of the Annual Report on Form 10-K for the fiscal year ended June 30, 2020.

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, 2020, 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, 2020, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Page 27

PART II. OTHER INFORMATION

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Effective September 28, 2020, the Compensation Committee of the Board of Directors granted inducement awards of stock options in accordance with NASDAQ Listing Rule 5635(c)(4) to Pablo Leguina, Senior Vice President - Sales. Mr. Leguina was granted an inducement stock option to purchase up to 75,000 shares of the Company’s common stock. The award was approved in connection with the commencement of his employment with the Company and has a ten-year term. The option is exercisable at a price of $7.06 per share (the closing price on September 28, 2020). Two-thirds of the options will vest on the second anniversary date of grant; the remaining shares will vest on the third anniversary date of grant. The grant of such awards is exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended and/or Rule 701 promulgated pursuant to the Securities Act of 1933, as amended.

Page 28

ITEM 6. EXHIBITS

Exhibits:

10.1	Fiscal Year 2021 Long-Term Incentive Plan (LTIP)*++

10.2	Fiscal Year 2021 Short-Term Incentive Plan (STIP)*++

10.3	Form of 2019 Omnibus Award Plan Non-Qualified Stock Option Award Agreement*

10.4	Form of 2019 Omnibus Award Plan Restricted Stock Unit Award Agreement*

10.5	Form of 2019 Omnibus Award Plan Performance Stock Unit Award Agreement*++

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

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

32.1	Section 1350 Certification of Principal Executive Officer

32.2	Section 1350 Certification of Principal Financial Officer

101.INS Inline XBRL Instance Document

101.SCH Inline XBRL Taxonomy Extension Schema Document

101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document

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

* Management compensatory agreement.

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

Page 29

SIGNATURES

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

	LSI Industries Inc.


	By:	/s/ James A. Clark
		James A. Clark
		Chief Executive Officer and President
		(Principal Executive Officer)


	By:	/s/ James E. Galeese
		James E. Galeese
		Executive Vice President and Chief Financial Officer
		(Principal Financial Officer)
November 5, 2020

Page 30

ex_210613.htm

Exhibit 10.1

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

LSI INDUSTRIES INC.

EXECUTIVE OFFICER FY21

LONG-TERM INCENTIVE PLAN

Effective: August 19, 2020

LSI INDUSTRIES INC.

FY21 LONG-TERM INCENTIVE PLAN

Effective: August 19, 2020

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 2020 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 19, 2020 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 EDITDA) at the completion of the three-year performance cycle concluding on June 30, 2023 (FY23). The LTIP sets for a threshold (or minimum), target and maximum goals to be achieved in FY23 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 FY23 if the FY23 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.

2.1 PSU Performance and Payout Matrix. Attached as Exhibit “3” is the LTIP Payout Matrix. Below is a summary of the Matrix:

	Payout %	2023 RONA	2023 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.

	3.	Restricted Stock Units. The Company may grant restricted stock units (RSUs) to the Employees. RSUs are time based and vest 50% one-year after the anniversary date of the grant and 25% on each of the next two anniversary dates. The form of RSU Award Agreement is set forth as Exhibit “5” hereto.

	4.	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 FY21 LTIP are set forth in the Compensation Committee resolution whereby this FY21 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 FY21 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.

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 July1, 2020 and ending June 30, 2023. The Company’s Adjusted EBITDA will be as reported in the Company’s Annual Report on Form 10-K for FY23 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).

Except to the extent provided in a grant agreement, 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 PSUs awards to participants as soon as administratively practicable following the date of the award determination by the Compensation Committee.

At the discretion of the CEO in consultation with the SVP of Human Resources, 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.

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.

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.

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 2012 Stock Incentive Plan and the terms and conditions of the grant documents.

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.

In the event and to the extent Company common shares are issued pursuant to awards granted under the LTIP, each grantee who was a Named Executive Officer on the grant date and receives such Company common shares is required to retain for one year 100% of net after tax shares received upon exercise of the stock options or vesting of RSUs and PSUs, as the case may be. The holding requirement hereunder is subject to and restricted by any stock ownership guidelines or requirements established by the Company.

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

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

ex_210614.htm

Exhibit 10.2

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

LSI INDSTRIES INC.

FISCAL YEAR 2021

SHORT TERM INCENTIVE PLAN

Effective : August 19, 2020

LSI INDUSTRIES INC.

FISCAL YEAR 2021

SHORT TERM INCENTIVE PLAN

Effective August 19, 2020

The Fiscal Year 2021 Short Term Incentive Plan (STIP) is designed to motivate employees to achieve the LSI Industries Inc. (Company) fiscal year 2021 (FY21) 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 FY21 STIP provides for the payment of cash incentive awards to employee’s 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 FY21 financial metrics for Adjusted EBITDA and Net Sales. The STIP sets for a Threshold (or minimum), Target and Maximum goals to be achieved in FY21 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 Employee. The Compensation Committee has assigned each 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 employee’s base salary or annual hourly wages. An employee 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 [***] of Target and the Maximum is paid at [***] of Target.

The actual LTIP award payout will be interpolated between the percentages set forth based on actual results.

Notwithstanding anything in this STIP to the contrary, an adjustment shall be made to the above stated thresholds, targets and maximums by multiplying by said percentages by [***].

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 FY21 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 employees of the Company and its subsidiaries except for certain sales employees who participate in individual commission-based or quota-based bonus plans unique to such employees’ sales territory or vertical. An employee 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 employee’s bonus for special objectives or subjective circumstances. An employee 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 FY21 and as approved by the Compensation Committee.

“Net Sales” is the number reported as such in the Company’s financial statements.

“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. Employees hired after July 1^stand before April 1^st will have their STIP prorated to the number of days employed in the fiscal year. Employees hired after March 31^st will not be eligible to participate in the STIP.

At the discretion of the CEO in consultation with the SVP 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 employee 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 employee (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 employee’s actual base salary paid on the last day of FY21 shall be used to calculate the incentive amount that may be awarded under the STIP.

EXHIBIT “1”- STIP PAYOUT MATRIX

[***]

EXHIBIT “3”- EXAMPLES

[***]

EXAMPLE 1

[***]

EXAMPLE 2

[***]

EXAMPLE 3

[***]

ex_210615.htm

Exhibit 10.3

LSI INDUSTRIES INC. 2019 OMNIBUS AWARD PLAN

NON-QUALIFIED STOCK OPTION GRANT AGREEMENT

LSI INDUSTRIES INC. (the “Company”) hereby irrevocably grants you (the “Participant”), on _________, 2020 (the “Grant Date”) the right and option to purchase __________ shares of the Company’s common stock, no par value per share (“Common Stock”), subject to the restrictions, terms and conditions herein.

WHEREAS, the Compensation Committee (the “Committee”) of the Board of Directors of the Company (the “Board”) has determined that it would be in the best interests of the Company and its stockholders to grant the award of options provided for herein to the Participant, on the terms and conditions described in this Stock Option Grant Agreement (the “Agreement”); and

WHEREAS, the Company intends that the award of options provided for herein shall be governed by the terms and conditions of this Agreement and the Company’s 2019 Omnibus Award Plan (the “Plan”).

NOW, THEREFORE, for and in consideration of the promises and the covenants of the parties contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, for themselves, and their permitted successors and assigns, hereby agree as follows:

Terms and Conditions.

Vesting. The option herein granted shall become exercisable in whole or in part as follows:

i. Exercisable as to 33% of the shares (rounded down to the nearest whole share) on the first anniversary of the Grant Date;

ii. Exercisable as to an additional 33% of the shares (rounded down to the nearest whole share) on the second anniversary of the Grant Date;

iii. Exercisable in its entirety on and after the third anniversary of the Grant Date;

iv. Exercisable in its entirety (x) upon the death of the Participant while the Participant is employed by the Company or (y) in the event of Disability (as defined in the Plan) of the Participant while the Participant is employed by the Company;

iv. If the Participant retires from the Company at any time following the first anniversary of this Agreement and at such time satisfies the Normal Retirement Criteria (defined below), the option herein granted shall continue to become exercisable as set forth in clauses (ii) through (iii) of this Section 1(a). The Normal Retirement Criteria will be satisfied if the Participant shall (x) retire (and satisfy the Company’s criteria for retirement at such time) from the Company, (y) be at least 55 years of age at the time of such retirement, and (z) have at least ten credited years of service with the Company or its subsidiaries at the time of such retirement;

v. If at the time of retirement the Participant satisfies the Normal Retirement Criteria and subsequently dies or becomes Disabled before the Participant’s option herein granted becomes exercisable in its entirety as set forth in clause (iii) of this Section 1(a), the option herein granted shall become exercisable as set forth in clause (iv) of this Section 1(a);

vi. Notwithstanding anything to the contrary in Section 1(a)(iv), in the event of a Change in Control (as defined in the Plan), unless the successor company, or a parent of the successor company in the Change in Control agrees to assume, replace, or substitute the option granted hereunder (as of the consummation of such Change in Control) with an option on substantially identical terms, as determined by the Committee, if the Participant’s employment with the Company or its Affiliates (or any successor thereto) is terminated within [twenty-four(24) months for Clark Galeese and Caneris/twelve (12) months for others] following a Change in Control either (x) by the Company or its Affiliates (or any successor thereto) without Cause (as defined in the Plan) or (y) by the Participant with Good Reason, the option granted hereunder shall become exercisable in its entirety as of the date of such termination. As used herein, “Good Reason” shall mean the occurrence of any of the following: (i) a material diminution in the Participant’s authority, duties or responsibilities or change in title or change in reporting relationship; (ii) a material diminution in the Participant’s annual base salary as in effect on the date of this Agreement or as the same may be increased from time to time; (iii) a material diminution in the budget over which the Participant retains authority; (iv) the Company fails to pay or provide any amount or benefit that the Company is obligated to pay or provide under this Agreement or any other employment, compensation, benefit or reimbursement plan, agreement or arrangement of the Company to which the Participant is a party or in which the Participant participates; (v) the relocation of the Participant’s principal place of employment to a location which increases the Participant’s one−way commuting distance by more than 50 miles, or the Company’s requiring the Participant to travel on business other than to an extent substantially consistent with the Participant’s business travel obligations prior to the Change in Control; (vi) a significant adverse change occurs, whether of a quantitative or qualitative nature, in the indemnification protection provided to the Participant for acts and omissions arising out of his service on behalf of the Company or any other entity at the request of the Company; or (vii) the Company fails to obtain the assumption of this Agreement pursuant to this Section. If the Participant does not terminate his employment within 60 days after the first occurrence of the circumstances giving rise to Good Reason, then the Participant will be deemed to have waived such right to terminate for Good Reason with respect to such circumstances.

Forfeiture. The unexercised portion of the option herein granted, to the extent the option is vested, shall automatically and without notice terminate and become null and void at the time of the earliest of the following to occur:

the expiration of ten years from the date on which the option was granted;

ii.

the expiration of 90 days from the date of termination of the Participant’s employment from the Company in the event such termination of employment does not result from the Participant’s death or Disability (including, without limitation, Company’s termination of Participant’s employment without Cause or Participant’s termination of employment for Good Reason);

iii.

twelve months after the date of the Participant’s Disability when such Disability occurs while the Participant is employed by the Company;

iv.

twelve months after death of the Participant when the Participant dies while employed by the Company; and

Participant’s termination of employment with the Company for Cause.

Notwithstanding the foregoing, in the event that any unexercised portion of the option herein granted would terminate and become null and void in accordance with Section 1(b)and the Fair Market Value of the unexercised portion of the option herein granted exceeds the full price for each of the shares purchased pursuant to such option, the then vested portion of the option herein granted shall be deemed to be automatically exercised by the Participant on such last trading day by means of a net exercise without any action by the Participant. Upon such automatic exercise, the Company shall deliver to the Participant the number of shares of Common Stock for which the option was deemed exercised less the number of shares of Common Stock having a Fair Market Value, as of such date, sufficient to (1) pay the full price for each of the shares of Common Stock purchased pursuant to the option herein granted and (2) satisfy all applicable required tax withholding obligations. Any fractional share shall be settled in cash. For the avoidance of doubt, and notwithstanding any provision (or interpretation) of Section 1(b) to the contrary, the unexercised portion of the option herein granted shall automatically and without notice terminate and become null and void upon the expiration of ten years from the date of this Agreement.

The full price for each of the shares purchased pursuant to the option herein granted shall be $______ per share.

Full payment for shares purchased by the Participant shall be made at the time of the exercise of the option in whole or in part. No shares shall be issued until full payment therefore has been made, and the Participant shall have none of the rights of a shareholder with respect to any shares subject to this option until such shares shall have been issued.

No option granted hereunder may be assigned, alienated, pledged, attached, sold, or otherwise transferred or encumbered by the Participant other than by will or by the laws of descent and distribution and any such purported assignment, alienation, pledge, attachment, sale, transfer, or encumbrance shall be void and unenforceable against the Company or any Affiliate.

In the event of one or more stock splits, stock dividends, stock changes, reclassifications, recapitalizations, or combinations of shares prior to complete exercise of the option herein granted which change the character or amount of the shares subject to the option, this option to the extent that it shall not have been exercised, shall entitle the Participant or the Participant’s executors or administrators to receive in substitution such number and kind of shares as he, she or they would have been entitled to receive if the Participant or the Participant’s executors or administrators had actually owned the shares subject to this option at the time of the occurrence of such change; provided, however, that if the change is of such nature that the Participant or the Participant’s executors or administrators, upon exercise of the option, would receive property other than shares of stock, then the Board shall adjust the option so that he, she or they shall acquire only shares of stock upon exercise, making such adjustment in the number and kind of shares to be received as the Board shall, in its sole judgment, deem equitable; provided, further, that the foregoing shall not limit the Company’s ability to otherwise adjust the option in a manner consistent with Section 12 of the Plan.

Restrictive Covenant; Clawback; Incorporation by Reference.

Restrictive Covenant. The option granted hereunder is conditioned upon the Participant’s agreement to this Agreement and compliance with the Restrictive Covenant and Confidentiality Agreement executed by the Participant.

Clawback. Notwithstanding anything to the contrary contained herein, the option granted hereunder may be terminated and become null and void without consideration if the Participant, as determined by the Committee in its sole discretion (i) engages in an activity that is in conflict with or adverse to the interests of the Company or any Affiliate, including but not limited to fraud or conduct contributing to any financial restatements or irregularities, or (ii) without the consent of the Company, while employed by or providing services to the Company or any Affiliate or after termination of such employment or service, violates a non-competition, non-solicitation or non-disclosure covenant or agreement (including, as applicable, the Restrictive Covenant and Confidentiality Agreement executed by the Participant) between the Participant and the Company or any Affiliate. If the Participant engages in any activity referred to in the preceding sentence, the Participant shall, at the sole discretion of the Committee, forfeit any gain realized in respect of the option granted hereunder (which gain shall be deemed to be an amount equal to the difference between the price for shares set forth in Section 1(d) above and the Fair Market Value (as defined in the Plan), on the applicable exercise date, of the shares of Common Stock for which the option was exercised), and repay such gain to the Company.

Incorporation by Reference. The provisions of the Plan are hereby incorporated herein by reference. Except as otherwise expressly set forth herein, this Agreement shall be construed in accordance with the provisions of the Plan and any capitalized terms not otherwise defined in this Agreement shall have the definitions set forth in the Plan. In the event that any provision of this Agreement is inconsistent with the terms of the Plan, the terms of this Agreement will control. The Committee acting pursuant to the Plan, as constituted from time to time, shall, except as expressly provided otherwise herein, have the right to determine any questions which arise in connection with the grant of the option described herein.

Compliance with Legal Requirements. The granting and delivery of the option granted hereunder, and any other obligations of the Company under this Agreement, shall be subject to all applicable federal, state, local, and foreign laws, rules, and regulations and to such approvals by any regulatory or governmental agency as may be required.

Transferability. The option granted hereunder may not be assigned, alienated, pledged, attached, sold, or otherwise transferred or encumbered by the Participant other than by will or by the laws of descent and distribution and any such purported assignment, alienation, pledge, attachment, sale, transfer, or encumbrance shall be void and unenforceable against the Company or any Affiliate.

Miscellaneous.

Waiver. Any right of the Company contained in this Agreement may be waived in writing by the Committee. No waiver of any right hereunder by any party shall operate as a waiver of any other right, or as a waiver of the same right with respect to any subsequent occasion for its exercise, or as a waiver of any right to damages. No waiver by any party of any breach of this Agreement shall be held to constitute a waiver of any other breach or a waiver of the continuation of the same breach.

Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, and each other provision of this Agreement shall be severable and enforceable to the extent permitted by law.

No Right to Employment. Nothing contained in this Agreement shall be construed as giving the Participant any right to be retained, in any position, as an employee, consultant, or director of the Company or its Affiliates or shall interfere with or restrict in any way the right of the Company or its Affiliates, which are hereby expressly reserved, to remove, terminate or discharge the Participant with or without cause at any time for any reason whatsoever. Although over the course of employment terms and conditions of employment may change, the at-will term of employment of the Participant will not change.

Successors. The terms of this Agreement shall be binding upon and inure to the benefit of the Company, its successors and assigns, the Participant and the beneficiaries, executors, administrators, heirs and successors of the Participant.

Entire Agreement. This Agreement, the Plan and, if applicable, the Restrictive Covenant and Confidentiality Agreement contain the entire agreement and understanding of the parties hereto with respect to the subject matter contained herein and supersede all prior communications, representations and negotiations in respect thereto; provided, however, the Participant understands that the Participant may have an existing agreement(s) with the Company, through prior awards, acquisition of a prior employer or otherwise, that may include the same or similar covenants as those in the Restrictive Covenant and Confidentiality Agreement referenced above, and acknowledges that the Restrictive Covenant and Confidentiality Agreement is meant to supplement any such agreement(s) such that the covenants in the agreements that provide the Company with the greatest protection enforceable under applicable law shall control, and that the parties do not intend to create any ambiguity or conflict through the execution of the Restrictive Covenant and Confidentiality Agreement that would release the Participant from the obligations the Participant has assumed under the restrictive covenants in any of these agreements. No change, modification or waiver of any provision of this Agreement shall be valid unless the same be in writing and signed by the parties hereto, except for any changes permitted without consent of the Participant under the Plan.

Governing Law. This Agreement shall be construed and interpreted in accordance with the laws of the State of Ohio without regard to principles of conflicts of law thereof, or principles of conflicts of laws of any other jurisdiction which could cause the application of the laws of any jurisdiction other than the State of Ohio. Each of the Company and the Participant submits to the exclusive jurisdiction (both personal and subject matter) of (i) the United States District Court for the Southern District of Ohio sitting in Cincinnati, Ohio and its appellate courts, and (ii) any court of the State of Ohio sitting in Cincinnati, Ohio and its appellate courts, for the purposes of all legal actions and proceedings arising out of or related to this Agreement.

Headings. The headings of the Sections hereof are provided for convenience only and are not to serve as a basis for interpretation or construction and shall not constitute a part of this Agreement.

By accepting this Agreement through the online acceptance tool on ________________ website, the Participant agrees to all of the terms and conditions in this Agreement and the Plan and consents to the electronic delivery of any documents that the Company elects to deliver in connection with this Agreement.

	LSI INDUSTRIES INC.


	By:
		Name:
		Title:


	PARTICIPANT



		Name:

ex_210616.htm

Exhibit 10.4

FY21 Grant Under The

LSI INDUSTRIES INC. 2019 OMNIBUS AWARD PLAN

RESTRICTED STOCK UNIT AWARD AGREEMENT

LSI INDUSTRIES INC. (the “Company”), pursuant to the 2019 Omnibus Award Plan, as amended from time to time (the “Plan”), hereby irrevocably grants you (the “Participant”), on _________, 2020 (the “Grant Date”) a forfeitable Restricted Stock Unit Award (the “Restricted Unit Award”) representing the right to receive shares of Company common stock, no par value per share (“Common Stock”), subject to the restrictions, terms and conditions herein.

WHEREAS, the Compensation Committee (the “Committee”) of the Board of Directors of the Company (the “Board”) has determined that it would be in the best interests of the Company and its shareholders to grant the award provided for herein to the Participant, on the terms and conditions described in this Restricted Stock Unit Award Agreement (the “Agreement”).

1. Terms and Conditions.

a. Grant; Vesting. Subject to and upon the terms, conditions, and restrictions set forth in this Agreement and in the Plan, the Company hereby grants to the Participant as of the Grant Date, a total of __________ restricted stock units (“Restricted Units”) which shall be credited in a book entry account established for the Participant until payment in accordance with Section 1(d). Subject to the other terms and conditions contained in this Agreement and the Plan, the restrictions on the Restricted Units shall lapse over the three years after the Grant Date (the “Restricted Period”) as follows: (i) with respect to Fifty Percent (50%) of the Restricted Units, on the first anniversary of the Grant Date (the “First Vesting Date”); (ii) with respect to Twenty-Five Percent (25%) of the Restricted Units, on the second anniversary of the Grant Date (the “Second Vesting Date”); and (iii) with respect to Twenty-Five Percent (25%) of the Restricted Units, on the third anniversary of the Grant Date (the “Third Vesting Date”, and collectively with the First Vesting Date and the Second Vesting Date, the “Vesting Dates”). Restricted Units that have not yet vested pursuant to Section 1(a) shall be forfeited automatically without further action or notice if the Participant ceases to be employed by the Company other than as provided below. All of the Restricted Units shall vest in full prior to the Vesting Dates upon the occurrence of any of the following: (A) the Participant dies while in the employ of the Company; or (B) the Participant has a Disability that results in a separation from employment with Company. If an offer letter or employment agreement to which Participant is a party with the Company provides for vesting in other circumstances, such as Company terminating Participant’s employment without Cause or Participant terminating employment for Good Reason, the terms and conditions relating to vesting in such offer letter or employment agreement shall apply.

b. Retirement. If the Participant retires from the Company at any time following the first anniversary of this Agreement and at such time satisfies the Normal Retirement Criteria (defined below), the Restricted Unit Award herein granted shall continue to vest as set forth in clauses (ii) and (iii) of Section 1(a). The Normal Retirement Criteria will be satisfied if the Participant separates from employment with the Company and the Participant (x) retires (and satisfies the Company’s criteria for retirement at such time) from the Company, (y) is at least 55 years of age at the time of such retirement, and (z) has at least ten credited years of service with the Company or its subsidiaries at the time of such retirement. If at the time of retirement the Participant satisfies the Normal Retirement Criteria and subsequently dies or becomes Disabled before the Participant’s Restricted Units herein granted become vested in their entirety the Restricted Units herein granted shall become vested as set forth the penultimate sentence of Section 1(a).

c. Change in Control. Notwithstanding anything to the contrary in Section 1, in the event of a Change in Control, unless the successor company, or a parent of the successor company in the Change in Control agrees to assume, replace, or substitute unvested portion of the Restricted Unit Award granted hereunder (as of the consummation of such Change in Control) with restricted units on substantially identical terms, as determined by the Committee, if the Participant’s employment with the Company or its Affiliates (or any successor thereto) is terminated within [twenty four (24) for Clark, Galeese and Caneris and twelve (12) months for other NEOs] months following a Change in Control either (x) by the Company or its Affiliates (or any successor thereto) without Cause or (y) by the Participant with Good Reason, the Restricted Units granted hereunder shall vest in full as of the date of such termination. As used herein, “Good Reason” shall mean the occurrence of any of the following: (i) a material diminution in the Participant’s authority, duties or responsibilities or change in title or change in reporting relationship; (ii) a material diminution in the Participant’s annual base salary as in effect on the date of this Agreement or as the same may be increased from time to time; (iii) a material diminution in the budget over which the Participant retains authority; (iv) the Company fails to pay or provide any amount or benefit that the Company is obligated to pay or provide under this Agreement or any other employment, compensation, benefit or reimbursement plan, agreement or arrangement of the Company to which the Participant is a party or in which the Participant participates; (v) the relocation of the Participant’s principal place of employment to a location which increases the Participant’s one−way commuting distance by more than 50 miles, or the Company’s requiring the Participant to travel on business other than to an extent substantially consistent with the Participant’s business travel obligations prior to the Change in Control; (vi) a significant adverse change occurs, whether of a quantitative or qualitative nature, in the indemnification protection provided to the Participant for acts and omissions arising out of his service on behalf of the Company or any other entity at the request of the Company; or (vii) the Company fails to obtain the assumption of this Agreement pursuant to this Section. If the Participant does not terminate his employment within 60 days after the first occurrence of the circumstances giving rise to Good Reason, then the Participant will be deemed to have waived such right to terminate for Good Reason with respect to such circumstances.

d. Payment; Share Ownership; Dividend Equivalents. The Company shall settle as soon as administratively possible after the applicable Vesting Date, any vested portion of the Restricted Unit Award by the payment to the Participant of one share of Common Stock (a “Share”) for each vested Restricted Unit, subject to any applicable tax withholding requirements. If the Participant is deemed a Specified Employee at the time of the Vesting Date, then such payment will be delayed until the earlier of the date that is six months following the Vesting Date and the Participant’s death. At no time prior to such Vesting Date shall the Participant be deemed for any purpose to be the owner of shares of Common Stock in connection with a Restricted Unit Award and the Participant shall have no right prior to applicable Vesting Dates to vote Shares in respect of the Restricted Unit Award. However, the Participant shall possess dividend equivalent payment rights with respect to the Restricted Units granted pursuant to this Agreement as of the Grant Date. Any dividend equivalent payment on the Restricted Units shall be based on the number of Restricted Units credited to the Participant as of the dividend record date and such credited dividend equivalent payment amount shall be paid in accordance with quarterly dividend declarations by the Board of Directors on the Common Stock. The Participant will not have any rights of a shareholder of the Company with respect to the Restricted Units until the delivery of the underlying Shares. The obligations of the Company under this Agreement will be merely that of an unfunded and unsecured promise of the Company to deliver Shares in the future, and the rights of the Participant will be no greater than that of an unsecured general creditor. No assets of the Company will be held or set aside as security for the obligations of the Company under this Agreement.

e. Forfeiture. Except as otherwise determined by the Committee in its sole discretion or as set forth in Section 1, unvested portion of Restricted Unit Awards shall be forfeited without consideration to the Participant upon the Participant’s termination of employment with the Company or its Affiliates for any reason.

2.	Restrictive Covenant Agreement; Clawback; Incorporation by Reference.

a. Restrictive Covenant Agreement. This Restricted Unit Award is conditioned upon the Participant’s agreement to this Agreement and compliance with the Restrictive Covenant and Confidentiality Agreement executed by the Participant in favor of the Company (“Restrictive Covenant Agreement”). If such Participant does not agree (whether electronically or otherwise) to this Agreement and the Restrictive Covenant Agreement within ninety (90) days from the date of the Restricted Unit Award, the Restricted Unit Award shall be terminable by the Company.

b. Clawback/Forfeiture. Notwithstanding anything to the contrary contained herein, the Restricted Unit Award may be forfeited without consideration if the Participant, as determined by the Committee in its sole discretion (i) engages in an activity that is in conflict with or adverse to the interests of the Company or any Affiliate, including but not limited to fraud or conduct contributing to any financial restatements or irregularities, or (ii) without the consent of the Company, while employed by or providing services to the Company or any Affiliate or after termination of such employment or service, violates a non-competition, non-solicitation or non-disclosure covenant or agreement between the Participant and the Company or any Affiliate, including without limitation, the Restrictive Covenant Agreement. If the Participant engages in any activity referred to in the preceding sentence, the Participant shall, at the sole discretion of the Committee, forfeit the amount of Shares paid in respect of the Restricted Unit Award, including, without limitation, any and all Shares and dividend equivalents, and repay such to the Company.

3. Incorporation by Reference. The provisions of the Plan are hereby incorporated herein by reference. Except as otherwise expressly set forth herein, this Agreement shall be construed in accordance with the provisions of the Plan and any capitalized terms not otherwise defined in this Agreement shall have the definitions set forth in the Plan. In the event that any provision of this Agreement is inconsistent with the terms of the Plan, the terms of this Agreement shall control. The Committee acting pursuant to the Plan, as constituted from time to time, shall, except as expressly provided otherwise herein, have the right to determine any questions which arise in connection with the grant of the Restricted Unit Award. The number and kind of Shares deliverable pursuant to the Restricted Unit Award are subject to adjustment as provided in Section 12 of the Plan.

Compliance with Legal Requirements. The granting and delivery of Restricted Unit Award, as applicable, and any other obligations of the Company under this Agreement, shall be subject to all applicable federal, state, local and foreign laws, rules and regulations and to such approvals by any regulatory or governmental agency as may be required.

Transferability. No Restricted Unit Award may be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Participant other than by will or by the laws of descent and distribution and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or any Affiliate.

Miscellaneous.

Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement and each other provision of this Agreement shall be severable and enforceable to the extent permitted by law.

Relation to Other Benefits. Any economic or other benefit to the Participant under this Agreement or the Plan shall not be taken into account in determining any benefits to which the Participant may be entitled under any profit-sharing, retirement or other benefit or compensation plan maintained by the Company and shall not affect the amount of any life insurance coverage available to any beneficiary under any life insurance plan covering employees of the Company.

Taxes and Withholding. To the extent that the Company is required to withhold any federal, state, local, foreign or other tax in connection with the Restricted Units or dividend equivalent payments thereon pursuant to this Agreement, it shall be a condition to earning the award that the Participant make arrangements satisfactory to the Company for payment of such taxes required to be withheld. The Committee may, in its sole discretion, require the Participant to satisfy such required withholding obligation by surrendering to the Company a portion of the Shares earned by the Participant hereunder, and the Shares so surrendered by the Participant shall be credited against any such withholding obligation at the Fair Market Value of such Shares on the date of surrender or in such other reasonable manner as determined by the Company.

Amendments. Subject to the terms of the Plan, the Committee may modify this Agreement upon written notice to the Participant. Any amendment to the Plan shall be deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto; provided, however, no amendment of the Plan or this Agreement shall adversely affect the rights of the Participant under this Agreement without the Participant's consent unless the Committee determines, in good faith, that such amendment is required for the Agreement to either be exempt from the application of, or comply with, the requirements of Section 409A of the Code, or as otherwise may be provided in the Plan.

Section 409A of the Code. It is intended that the Restricted Units shall be exempt from the application of, or comply with, the requirements of Section 409A of the Code. The terms of this Agreement shall be construed, administered, and governed in a manner that effects such intent, and the Committee shall not take any action that would be inconsistent with such intent. Without limiting the foregoing, the Restricted Units shall not be deferred, accelerated, extended, paid out, settled, adjusted, substituted, exchanged or modified in a manner that would cause the award to fail to satisfy the conditions of an applicable exception from the requirements of Section 409A of the Code or otherwise would subject the Participant to the additional tax imposed under Section 409A of the Code.

Entire Agreement. No change, modification or waiver of any provision of this Agreement shall be valid unless the same be in writing and signed by the parties hereto, except for any changes permitted without consent of the Participant under the Plan.

Headings. The headings of the Sections hereof are provided for convenience only and are not to serve as a basis for interpretation or construction and shall not constitute a part of this Agreement.

[Signature Pages To Follow]

	LSI INDUSTRIES INC.


	By:
		Name:
		Title:


	PARTICIPANT



		Name:

ex_210617.htm

Exhibit 10.5

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

FY21 Grant Under

LSI INDUSTRIES INC. 2019 OMNIBUS AWARD PLAN

PERFORMANCE STOCK UNIT AWARD AGREEMENT

LSI INDUSTRIES INC. (the “Company”), pursuant to the 2019 Omnibus Award Plan, as amended from time to time (the “Plan”), as well as the Company's Fiscal Year 2021 Long Term Incentive Plan (the “LTIP”) hereby irrevocably grants you (the “Participant”), on ____________, 2020 (the “Grant Date”), a Performance Stock Unit Award (the “Award”) of forfeitable performance stock units of the Company (“PSUs”), each PSU representing the right to receive one share of the Company’s common stock, no par value per share (“Common Stock”), subject to the restrictions, terms and conditions herein.

WHEREAS, the Participant has been selected as a participant in the three-year performance stock unit program of the Company covering the Company’s 2021, 2022 and 2023 fiscal years; and

WHEREAS, the Compensation Committee (the “Committee”) of the Board of Directors of the Company (the “Board”) has determined that it would be in the best interests of the Company and its shareholders to grant the award provided for herein to the Participant, on the terms and conditions described in this Performance Stock Unit Award Agreement (the “Agreement”).

1. Terms and Conditions.

Award. Subject to the other terms and conditions contained in this Agreement and in the Plan, the Company hereby grants to the Participant as of the Grant Date the Award of PSUs described herein. The Threshold Number of PSUs, Target Number of PSUs and Maximum Number of PSUs, as the case may be, to which the Participant may be entitled are set forth on Appendix A. The actual number of PSUs that are earned, if any, pursuant to the terms and conditions of the Award will be determined by the Committee (the “Total Award”) and shall be computed in accordance with the terms and conditions of this Agreement and Appendix A.

Performance Period. Subject to the other terms and conditions contained in this Agreement, the performance period for the Award commenced on July 1, 2020 and shall terminate on June 30, 2023 (the “Performance Period”). The extent to which the Award shall be earned at the end of the Performance Period shall be based upon the Company’s Cumulative Adjusted EBITDA during the Performance Period and the ending return on net assets (“RONA”) in the last fiscal year of the Performance Period (the “Performance Criteria”). Cumulative Adjusted EBITDA and RONA each represent 50% of the entire component of the PSU. Payout percentages are identified on Appendix A.

Settlement. The Company shall settle the Award by causing one share of Common Stock for each PSU in the Total Award that is outstanding (and not previously forfeited) as of the Payout Date to be registered in the name of the Participant and held in book-entry form on the Payout Date.

2.Forfeiture of PSUs.

Termination of Employment Generally. Except as otherwise determined by the Company in its sole discretion or as otherwise provided in this Agreement or Appendix A to this Agreement, all PSUs shall be forfeited without consideration to the Participant upon the Participant’s termination of employment with the Company or its Affiliates for any reason (and the Participant shall forfeit any rights to receive shares of Common Stock or cash in respect of the Award).

Termination due to Death, Disability or Retirement. In the event the Participant’s employment with the Company is terminated due to death, Disability (as defined in the Plan) or retirement (defined for purposes of this Agreement as voluntary termination of employment at or after age 55 with 10 years of service with the Company or its Affiliates), the Participant shall be entitled to receive a prorated portion of the Award determined in accordance with Section 3.

Performance Determinations.

If the Participant is employed with the Company or its Affiliates at the completion of the Performance Period, then following completion of the Performance Period the Company will determine the amount of the Total Award payable to the Participant based on Appendix A.

If the Participant’s employment with the Company or its Affiliates has terminated prior to the end of the Performance Period due to death, Disability, or retirement (defined for purposes of this Agreement as voluntary termination of employment at or after age 55 with 10 years of service with the Company or its Affiliates),then as soon as administratively feasible (in the Committee’s sole discretion) following such termination the Company will determine the Total Award payable to Participant. The Total Award shall be calculated based on the Target Number of PSUs identified on Appendix A multiplied by a fraction, the numerator of which is the total number of complete months worked by the Participant during the performance Period, and the denominator of which is thirty-six (36), the total number of months in the Performance Period.

If, in connection with a Change in Control, the successor company, or a parent of the successor company, in the Change in Control does not agree to assume, replace, or substitute the PSUs granted hereunder (as of the consummation of such Change in Control) with PSUs on substantially identical terms, as determined by the Committee, then as of immediately prior to such Change in Control, the Company will determine the Total Award, calculated based on the Target Award.

Payment of awards shall be made on a date (the “Payment Date”) as soon as administratively practicable following the completion of the Performance Period (the “Vesting Date”). On the Payment Date, the Participant shall be entered as the stockholder of record for the number of PSUs covered by the Award which the Committee determines, in writing, have been earned and certified pursuant to Appendix A, and which have vested pursuant to the terms and conditions of this Agreement. If the Participant is deemed a Specified Employee at the time of the Vesting Date, then to the extent necessary to prevent any accelerated or additional tax under Section 409A of the Code, such payment will be delayed until the earlier of the date that is six months following the Vesting Date and the Participant’s death.

Except as may be otherwise provided in this Agreement, at no time prior to such Vesting Date shall the Participant be deemed for any purpose to be the owner of shares of Common Stock in connection with an Award and the Participant shall have no right prior to applicable Vesting Dates to vote Shares in respect of the Award. The Participant will not have any rights of a shareholder of the Company with respect to the PSUs until the delivery of the underlying Shares. The obligations of the Company under this Agreement will be merely that of an unfunded and unsecured promise of the Company to deliver Shares in the future, and the rights of the Participant will be no greater than that of an unsecured general creditor. No assets of the Company will be held or set aside as security for the obligations of the Company under this Agreement.

All determinations with respect to the Award or this Agreement by the Company or Committee, including, without limitation, determinations of the Total Award, and timing of settlements, shall be within the Company’s absolute discretion and shall be final, binding and conclusive on the Participant.

Restrictive Covenant Agreement; Clawback; Incorporation by Reference.

Restrictive Covenant Agreement. This Award is conditioned upon the Participant’s agreement to this Agreement and compliance with the Company’s Restrictive Covenant and Confidentiality Agreement executed by the Participant in favor of the Company (“Restrictive Covenant Agreement”).

Clawback/Forfeiture. Notwithstanding anything to the contrary contained herein, the PSUs may be forfeited without consideration if the Participant, as determined by the Committee in its sole discretion (i) engages in an activity that is in conflict with or adverse to the interests of the Company or any Affiliate, including but not limited to fraud or conduct contributing to any financial restatements or irregularities, or (ii) without the consent of the Company, while employed by or providing services to the Company or any Affiliate or after termination of such employment or service, violates a non-competition, non-solicitation or non-disclosure covenant or agreement between the Participant and the Company or any Affiliate including, without limitation, the Restrictive Covenant Agreement. If the Participant engages in any activity referred to in the preceding sentence, the Participant shall, at the sole discretion of the Committee, forfeit the amount of Shares paid in respect of the PSUs, including, without limitation, any and all Shares, and repay such to the Company.

Incorporation by Reference. The provisions of the Plan are hereby incorporated herein by reference. Except as otherwise expressly set forth herein, this Agreement shall be construed in accordance with the provisions of the Plan and any capitalized terms not otherwise defined in this Agreement shall have the definitions set forth in the Plan. In the event that any provision of this Agreement is inconsistent with the terms of the Plan, the terms of this Agreement shall control. The Committee acting pursuant to the Plan, as constituted from time to time, shall, except as expressly provided otherwise herein, have the right to determine any questions which arise in connection with the grant of the Award. The number and kind of Shares deliverable pursuant to the Award are subject to adjustment as provided in Section 12 of the Plan.

Compliance with Legal Requirements. The granting and delivery of the Award, and any other obligations of the Company under this Agreement, shall be subject to all applicable federal, state, local, and foreign laws, rules, and regulations and to such approvals by any regulatory or governmental agency as may be required.

Transferability. The PSUs granted hereunder may not be assigned, alienated, pledged, attached, sold, or otherwise transferred or encumbered by the Participant other than by will or by the laws of descent and distribution and any such purported assignment, alienation, pledge, attachment, sale, transfer, or encumbrance shall be void and unenforceable against the Company or any Affiliate.

Miscellaneous.

Taxes and Withholding. To the extent that the Company is required to withhold any federal, state, local, foreign or other tax in connection with the PSUs thereon pursuant to this Agreement, it shall be a condition to earning the award that the Participant make arrangements satisfactory to the Company for payment of such taxes required to be withheld. The Committee may, in its sole discretion, require the Participant to satisfy such required withholding obligation by surrendering to the Company a portion of the Shares earned by the Participant hereunder, and the Shares so surrendered by the Participant shall be credited against any such withholding obligation at the Fair Market Value of such Shares on the date of surrender or in such other reasonable manner as determined by the Company.

Section 409A of the Code. It is intended that the PSUs shall be exempt from the application of, or comply with, the requirements of Section 409A of the Code. The terms of this Agreement shall be construed, administered, and governed in a manner that effects such intent, and the Committee shall not take any action that would be inconsistent with such intent. Without limiting the foregoing, the PSUs shall not be deferred, accelerated, extended, paid out, settled, adjusted, substituted, exchanged or modified in a manner that would cause the award to fail to satisfy the conditions of an applicable exception from the requirements of Section 409A of the Code or otherwise would subject the Participant to the additional tax imposed under Section 409A of the Code.

Entire Agreement. This Agreement, the Plan and, if applicable, the Restrictive Covenant Agreement contain the entire agreement and understanding of the parties hereto with respect to the subject matter contained herein and supersede all prior communications, representations and negotiations in respect thereto; provided, however, the Participant understands that the Participant may have an existing agreement(s) with the Company, through prior awards, acquisition of a prior employer or otherwise, that may include the same or similar covenants as those in the Restrictive Covenant Agreement, and acknowledges that the Restrictive Covenant Agreement is meant to supplement any such agreement(s) such that the covenants in the agreements that provide the Company with the greatest protection enforceable under applicable law shall control, and that the parties do not intend to create any ambiguity or conflict that would release the Participant from the obligations the Participant has assumed under the restrictive covenants in any of these agreements, including the Restrictive Covenant Agreement. No change, modification or waiver of any provision of this Agreement shall be valid unless the same be in writing and signed by the parties hereto, except for any changes permitted without consent of the Participant under the Plan.

Headings. The headings of the Sections hereof are provided for convenience only and are not to serve as a basis for interpretation or construction and shall not constitute a part of this Agreement.

	LSI INDUSTRIES INC.


	By:
		Name:
		Title:


	PARTICIPANT



		Name:

Appendix A

Threshold Number of PSUs:	—

Target Number of PSUs:	—

Maximum Number of PSUs:	—

The Participant shall earn 100% of the Target Number of PSUs if the Company has achieved Cumulative Adjusted EBITDA of [***] during the Performance Period and a RONA of [***] the last fiscal year of the Performance Period. Generally, the percentage of Target Number of PSUs earned at the end of the Performance Period based on the Performance Criteria shall be determined according to the following tables, however the actual number of PSUs to which the Participant shall be entitled will be interpolated between the percentages set forth in the following chart based on actual results:

Cumulative Adjusted EBITDA Performance Level (50% of Earned PSUs)		Payout Level
[***]		[***]
[***]		[***]
[***]		[***]
[***]		[***]

RONA Performance Level (50% of Earned PSUs)		Payout Level
[***]		[***]
[***]		[***]
[***]		[***]
[***]		[***]

	PSU Grant: Three Year
	Payout %	RONA 2022	EBITDA Cumulative $ (000s)
Threshold	[***]	[***]	[***]
Target	[***]	[***]	[***]
Maximum	[***]	[***]	[***]

Promptly after the Audit Committee of the Board approves the Company’s financial statements for the fiscal year in which the end of the Performance Cycle occurs, the Committee must determine and certify whether, and to what extent, the Performance Criteria have been achieved.

ex_210049.htm

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 5, 2020		/s/ James A. Clark
		Principal Executive Officer

ex_210050.htm

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 5, 2020		/s/ James E. Galeese
		Principal Financial Officer

ex_210051.htm

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, 2020 (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 5, 2020

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.

ex_210052.htm

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, 2020 (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 5, 2020

Document And Entity Information - shares	3 Months Ended
Document And Entity Information - shares	Sep. 30, 2020	Oct. 30, 2020
Document Information [Line Items]
Entity Central Index Key	0000763532
Entity Registrant Name	LSI INDUSTRIES INC
Amendment Flag	false
Current Fiscal Year End Date	--06-30
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2021
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2020
Document Transition Report	false
Entity File Number	0-13375
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	true
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		26,355,467

Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Sep. 30, 2020	Sep. 30, 2019
Net Sales	$ 70,006	$ 88,701
Cost of products and services sold	51,731	66,588
Restructuring costs	3	258
Gross profit	18,272	21,855
Selling and administrative expenses	16,070	19,862
Restructuring gains	0	(4,846)
Operating income	2,202	6,839
Interest (income)	(1)	(1)
Interest expense	58	432
Other (income) expense	(105)	82
Income before income taxes	2,250	6,326
Income tax expense	260	1,851
Net income	$ 1,990	$ 4,475
Earnings per common share (see Note 4)
Basic (in dollars per share)	$ 0.08	$ 0.17
Diluted (in dollars per share)	$ 0.07	$ 0.17
Weighted average common shares outstanding
Basic (in shares)	26,520	26,236
Diluted (in shares)	26,968	26,293

Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2020	Sep. 30, 2019
Net income (loss)	$ 1,990	$ 4,475
Foreign currency translation adjustment	45	(23)
Comprehensive Income	$ 2,035	$ 4,452

Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($) $ in Thousands	Sep. 30, 2020	Jun. 30, 2020
Current assets
Cash and cash equivalents	$ 9,463	$ 3,517
Accounts receivable, less allowance for doubtful accounts of $219 and $273, respectively	44,122	37,836
Inventories	37,351	38,752
Refundable income tax	3,175	2,776
Other current assets	3,832	2,977
Total current assets	97,943	85,858
Property, Plant and Equipment, at cost
Land	3,933	3,933
Buildings	20,660	20,638
Machinery and equipment	67,737	67,796
Buildings under finance leases	2,033	2,033
Construction in progress	772	440
Property, Plant, and Equipment and Finance Lease Right-of-Use Asset, before Accumulated Depreciation and Amortization	95,135	94,840
Less accumulated depreciation	(69,533)	(68,305)
Net property, plant and equipment	25,602	26,535
Goodwill	10,373	10,373
Other Intangible Assets, net	29,289	29,960
Operating Lease, Right-of-Use Asset	8,195	8,663
Other Long-Term Assets, net	10,393	10,874
Total assets	181,795	172,263
LIABILITIES & SHAREHOLDERS' EQUITY
Accounts payable	20,292	14,216
Accrued expenses	22,567	20,433
Total current liabilities	42,859	34,649
Long-Term Debt	0	0
Finance Lease Liabilities	1,694	1,755
Operating Lease Liabilities	8,640	9,021
Other Long-Term Liabilities	1,162	1,138
Commitments and Contingencies (Note 12)	0	0
Shareholders' Equity
Preferred shares, without par value; Authorized 1,000,000 shares, none issued	0	0
Common shares, without par value; Authorized 40,000,000 shares; Outstanding 26,340,512 and 26,286,009 shares, respectively	128,758	127,713
Treasury shares, without par value	(1,504)	(1,121)
Deferred compensation plan	1,504	1,121
Retained (loss)	(1,270)	(1,920)
Accumulated other comprehensive loss	(48)	(93)
Total shareholders' equity	127,440	125,700
Total liabilities & shareholders' equity	$ 181,795	$ 172,263

Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - USD ($) $ / shares in Thousands, $ in Thousands	Sep. 30, 2020	Jun. 30, 2020
Allowance for doubtful accounts	$ 219	$ 273
Preferred shares, par value (in dollars per share)	$ 0	$ 0
Preferred shares, authorized shares (in shares)	1,000,000	1,000,000
Preferred shares, issued (in shares)	0	0
Common shares, par value (in dollars per share)	$ 0	$ 0
Common shares, authorized shares (in shares)	40,000,000	40,000,000
Common shares, outstanding (in shares)	26,340,512	26,286,009

Condensed Consolidated Statements of Shareholders' Equity (Unaudited) - USD ($) shares in Thousands, $ in Thousands	Cumulative Effect, Period of Adoption, Adjustment [Member] Common Stock Including Additional Paid in Capital [Member]	Cumulative Effect, Period of Adoption, Adjustment [Member] Treasury Stock [Member]	Cumulative Effect, Period of Adoption, Adjustment [Member] Key Executive Deferred Compensation [Member]	Cumulative Effect, Period of Adoption, Adjustment [Member] AOCI Attributable to Parent [Member]	Cumulative Effect, Period of Adoption, Adjustment [Member] Retained Earnings [Member]	Cumulative Effect, Period of Adoption, Adjustment [Member]	Common Stock Including Additional Paid in Capital [Member]	Treasury Stock [Member]	Key Executive Deferred Compensation [Member]	AOCI Attributable to Parent [Member]	Retained Earnings [Member]	Total
Balance (in shares) at Jun. 30, 2019							26,176	(209)
Balance at Jun. 30, 2019	$ 0	$ 0	$ 0	$ 0	$ (428)	$ (428)	$ 125,729	$ (1,468)	$ 1,468	$ 16	$ (5,808)	$ 119,937
Net income (loss)							0	0	0	0	4,475	4,475
Other comprehensive income (loss)							$ 0	$ 0	0	(23)	0	(23)
Stock compensation awards (in shares)							21	0
Stock compensation awards							$ 75	$ 0	0	0	0	75
Restricted stock units issued (in shares)							18	0
Restricted stock units issued							$ 0	$ 0	0	0	0	0
Shares issued for deferred compensation (in shares)							7	0
Shares issued for deferred compensation							$ 33	$ 0	0	0	0	33
Activity of treasury shares, net (in shares)							0	36
Activity of treasury shares, net							$ 0	$ 360	0	0	0	360
Deferred stock compensation							0	0	(350)	0	0	(350)
Stock compensation expense							398	0	0	0	0	398
Dividends — $0.20 per share							$ 0	$ 0	0	0	(1,319)	(1,319)
Balance (in shares) at Sep. 30, 2019							26,222	(173)
Balance at Sep. 30, 2019							$ 126,235	$ (1,108)	1,118	(7)	(3,080)	123,158
Balance (in shares) at Jun. 30, 2020							26,466	(180)
Balance at Jun. 30, 2020							$ 127,713	$ (1,121)	1,121	(93)	(1,920)	125,700
Net income (loss)							0	0	0	0	1,990	1,990
Other comprehensive income (loss)							$ 0	$ 0	0	45	0	45
Stock compensation awards (in shares)							12	0
Stock compensation awards							$ 75	$ 0	0	0	0	75
Restricted stock units issued (in shares)							28	0
Restricted stock units issued							$ 0	$ 0	0	0	0	0
Shares issued for deferred compensation (in shares)							62	0
Shares issued for deferred compensation							$ 412	$ 0	0	0	0	412
Activity of treasury shares, net (in shares)							0	(59)
Activity of treasury shares, net							$ 0	$ (383)	0	0	0	(383)
Deferred stock compensation							0	0	383	0	0	383
Stock compensation expense							505	0	0	0	0	505
Dividends — $0.20 per share							$ 0	$ 0	0	0	(1,340)	(1,340)
Stock options exercised, net (in shares)							11	0
Stock options exercised, net							$ 53	$ 0	0	0	0	53
Balance (in shares) at Sep. 30, 2020							26,579	(239)
Balance at Sep. 30, 2020							$ 128,758	$ (1,504)	$ 1,504	$ (48)	$ (1,270)	$ 127,440

Condensed Consolidated Statements of Shareholders' Equity (Unaudited) (Parentheticals) - $ / shares	3 Months Ended
	Sep. 30, 2020	Sep. 30, 2019
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, 2020	Sep. 30, 2019
Cash Flows from Operating Activities
Net income (loss)	$ 1,990	$ 4,475
Non-cash items included in net income
Depreciation and amortization	2,033	2,399
Deferred income taxes	381	1,823
Deferred compensation plan	412	43
Stock compensation expense	505	398
Issuance of common shares as compensation	75	75
Gain on disposition of fixed assets	0	(4,752)
Allowance for doubtful accounts	(38)	140
Inventory obsolescence reserve	496	298
Changes in certain assets and liabilities
Accounts receivable	(6,136)	(3,854)
Inventories	926	136
Refundable income taxes	(393)	(3)
Accounts payable	5,912	4,611
Accrued expenses and other	(521)	440
Customer prepayments	1,997	130
Net cash flows provided by operating activities	7,639	6,359
Cash Flows from Investing Activities
Purchases of property, plant and equipment	(405)	(355)
Proceeds from the sale of fixed assets	0	12,338
Net cash flows (used in) provided by investing activities	(405)	11,983
Cash Flows from Financing Activities
Payments of long-term debt	0	(51,612)
Borrowings of long-term debt	0	35,252
Cash dividends paid	(1,321)	(1,319)
Shares withheld for employees' taxes	(5)	(50)
Payments on financing lease obligations	(58)	0
Proceeds from stock option exercises	53	0
Net cash flows used in financing activities	(1,331)	(17,729)
Change related to foreign currency	43	0
Increase in cash and cash equivalents	5,946	613
Cash and cash equivalents at beginning of period	3,517	966
Cash and cash equivalents at end of period	$ 9,463	$ 1,579

Note 1 - Interim Condensed Consolidated Financial Statements

3 Months Ended

Sep. 30, 2020

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, 2020

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 2020 Annual Report on Form 10-K. Significant changes to our accounting policies as a result of adopting Accounting Standards Update (“ASU”) 2016-02 (“ASU 2016-02”), “Leases (Topic 842)” (ASC 842) in the first quarter of fiscal 2020 are discussed below.

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 Graphics and select Lighting products are highly 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 print graphics branding

●

Electrical components based on customer specifications

●

Digital signage and related media content

The Company also offers installation services for its Graphics and select Lighting products. Installation revenue is recognized over time as our 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 contract.

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 presents a reconciliation of the disaggregation by reportable segments.

Three Months Ended

(In thousands)

September 30, 2020

Lighting

Segment

Graphics

Segment

Timing of revenue recognition

Products and services transferred at a point in time
$ 40,040 $ 14,454

Products and services transferred over time
5,365 10,147

$ 45,405 $ 24,601

Three Months Ended

September 30, 2020

Lighting

Segment

Graphics

Segment

Type of Product and Services

LED lighting, digital signage solutions, electronic circuit boards
$ 37,869 $ 5,081

Legacy products
7,074 14,325

Turnkey services and other
462 5,195

$ 45,405 $ 24,601

Legacy products include lighting fixtures utilizing light sources other than LED technology and printed two- and three-dimensional graphic products. Turnkey services and other includes project management and installation services along with shipping and handling charges.

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:

On July 1, 2019, the Company adopted ASU 2016-02 using a modified-retrospective transition method, under which it elected not to adjust comparative periods. The Company elected the package of practical expedients permitted under the new guidance. In addition, the Company elected accounting policies to not record short-term leases on the balance sheet and to not separate lease and non-lease components.

The Company’s most significant leases are those related to certain manufacturing facilities along with a small office space. Besides these real estate leases, most other leases are insignificant and consist of leases related to a vehicle, forklifts and various office equipment. The adoption of the new lease standard resulted in the recognition of right-of-use assets (ROU assets) of $10.4 million, lease liabilities of $10.8 million which includes the impact of existing deferred rents and tenant improvement allowances and a $0.4 million adjustment to retained earnings on the consolidated balance sheets as of July 1, 2019 for the Company’s real estate leases. The adoption of the standard resulted in no material impact to the consolidated statements of operations or consolidated statements of cash flow.

On July 1, 2020, the Company adopted ASU 2016-13, "Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments" (ASC 326 or "CECL"), which amended the impairment model by requiring entities to use a forward-looking approach based on expected losses rather than incurred losses to estimate credit losses on certain types of financial instruments, including trade receivables. The adoption of ASU 2016-13 did not have a material impact on the consolidated financial statements and related disclosures.

Subsequent Events:

The Company has evaluated subsequent events for potential recognition and disclosure through the date the consolidated financial statements were filed. No items were identified during this evaluation that required adjustment to or disclosure in the accompanying consolidated financial statements.

Note 3 - Segment Reporting Information

3 Months Ended

Sep. 30, 2020

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, 2020 and September 30, 2019:

	Three Months Ended
(In thousands)	September 30
	2020			2019
Net Sales:
Lighting Segment	$	45,405		$	63,191
Graphics Segment		24,601			25,510
	$	70,006		$	88,701

Operating Income (Loss):
Lighting Segment	$	3,588		$	9,159
Graphics Segment		1,823			1,017
Corporate and Eliminations		(3,209	)		(3,337	)
	$	2,202		$	6,839

Capital Expenditures:
Lighting Segment	$	369		$	330
Graphics Segment		27			-
Corporate and Eliminations		9			25
	$	405		$	355

Depreciation and Amortization:
Lighting Segment	$	1,619		$	1,778
Graphics Segment		358			386
Corporate and Eliminations		56			235
	$	2,033		$	2,399

	September 30, 2020		June 30, 2020
Identifiable Assets:
Lighting Segment	$	120,449	$	118,819
Graphics Segment		35,882		35,021
Corporate and Eliminations		25,464		18,423
	$	181,795	$	172,263

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:

	Three Months Ended
(In thousands)	September 30
	2020		2019
Lighting Segment inter-segment net sales	$	4,080	$	811

Graphics Segment inter-segment net sales	$	38	$	24

The Company’s operations are located solely within North America. As a result, the geographic distribution of the Company’s net sales and long-lived assets originate within North America.

Note 4 - Earnings Per Common Share

3 Months Ended

Sep. 30, 2020

Notes to Financial Statements

Earnings Per Share [Text Block]

NOTE 4 - EARNINGS PER COMMON SHARE

	Three Months Ended
	September 30
	2020		2019

BASIC EARNINGS PER SHARE

Net income	$	1,990	$	4,475

Weighted average shares outstanding during the period, net of treasury shares		26,318		26,024
Weighted average vested restricted stock units outstanding		10		24
Weighted average shares outstanding in the Deferred Compensation Plan during the period		192		188
Weighted average shares outstanding		26,520		26,236

Basic income per share	$	0.08	$	0.17


DILUTED EARNINGS PER SHARE

Net income	$	1,990	$	4,475

Weighted average shares outstanding:

Basic		26,520		26,236

Effect of dilutive securities (a):
Impact of common shares to be issued under stock option plans, and contingently issuable shares, if any		448		57
Weighted average shares outstanding		26,968		26,293

Diluted income per share	$	0.07	$	0.17


Anti-dilutive securities (b)		1,302		2,861

(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

3 Months Ended

Sep. 30, 2020

Notes to Financial Statements

Inventory Disclosure [Text Block]

NOTE 5 - INVENTORIES

The following information is provided as of the dates indicated:

	September 30,		June 30,
(In thousands)	2020		2020

Inventories:
Raw materials	$	26,335	$	27,331
Work-in-progress		1,465		1,566
Finished goods		9,551		9,855
Total Inventories	$	37,351	$	38,752

Note 6 - Accrued Expenses

3 Months Ended

Sep. 30, 2020

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)	2020		2020

Accrued Expenses:
Accrued warranty	$	6,639	$	6,956
Compensation and benefits		6,179		6,001
Customer prepayments		3,699		1,698
Accrued sales commissions		1,473		1,289
Operating lease liabilities		292		376
Finance lease liabilities		242		239
Other accrued expenses		4,043		3,874
Total Accrued Expenses	$	22,567	$	20,433

Note 7 - Goodwill and Other Intangible Assets

3 Months Ended

Sep. 30, 2020

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 as of September 30, 2020 and June 30, 2020:

Goodwill
(In thousands)	Lighting			Graphics
	Segment			Segment			Total

Goodwill	$	86,711		$	28,690		$	115,401
Accumulated impairment losses		(77,503	)		(27,525	)		(105,028	)
Goodwill, net	$	9,208		$	1,165		$	10,373

The following table presents the gross carrying amount and accumulated amortization by each major asset class:

Other Intangible Assets	September 30, 2020
(In thousands)	Gross
	Carrying		Accumulated		Net
	Amount		Amortization		Amount
Amortized Intangible Assets
Customer relationships	$	35,563	$	14,644	$	20,919
Patents		338		285		53
LED technology firmware, software		16,066		12,973		3,093
Trade name		2,658		856		1,802
Total Amortized Intangible Assets		54,625		28,758		25,867

Indefinite-lived Intangible Assets
Trademarks and trade names		3,422		-		3,422
Total indefinite-lived Intangible Assets		3,422		-		3,422

Total Other Intangible Assets	$	58,047	$	28,758	$	29,289

Other Intangible Assets	June 30, 2020
(In thousands)	Gross
	Carrying		Accumulated		Net
	Amount		Amortization		Amount
Amortized Intangible Assets
Customer relationships	$	35,563	$	14,129	$	21,434
Patents		338		277		61
LED technology firmware, software		16,066		12,852		3,214
Trade name		2,658		829		1,829
Total Amortized Intangible Assets		54,625		28,087		26,538

Indefinite-lived Intangible Assets
Trademarks and trade names		3,422		-		3,422
Total indefinite-lived Intangible Assets		3,422		-		3,422

Total Other Intangible Assets	$	58,047	$	28,087	$	29,960

	Three Months Ended
	September 30
(In thousands)	2020		2019

Amortization Expense of Other Intangible Assets	$	671	$	675

The Company expects to record annual amortization expense as follows:

(In thousands)

2021	$	2,682
2022	$	2,461
2023	$	2,412
2024	$	2,412
2025	$	2,412
After 2025	$	14,159

Note 8 - Revolving Line of Credit

3 Months Ended

Sep. 30, 2020

Notes to Financial Statements

Debt Disclosure [Text Block]

NOTE 8 - REVOLVING LINE OF CREDIT

The Company is in compliance with all of its loan covenants as of September 30, 2020.

Note 9 - Cash Dividends

3 Months Ended

Sep. 30, 2020

Notes to Financial Statements

Stockholders' Equity Note Disclosure [Text Block]

NOTE 9 - CASH DIVIDENDS

Note 10 - Equity Compensation

3 Months Ended

Sep. 30, 2020

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, 2020

Notes to Financial Statements

Cash Flow, Supplemental Disclosures [Text Block]

NOTE 11 - SUPPLEMENTAL CASH FLOW INFORMATION

	Three Months Ended
(In thousands)	September 30
	2020		2019
Cash Payments:
Interest	$	24	$	464
Income taxes	$	223	$	-

Non-cash investing and financing activities
Issuance of common shares as compensation	$	75	$	75
Issuance of common shares to fund deferred compensation plan	$	412	$	33

Note 12 - Commitments and Contingencies

3 Months Ended

Sep. 30, 2020

Notes to Financial Statements

Commitments and Contingencies Disclosure [Text Block]

NOTE 12 - COMMITMENTS AND CONTINGENCIES

Note 13 - Severance Costs

3 Months Ended

Sep. 30, 2020

Notes to Financial Statements

Compensation and Employee Benefit Plans [Text Block]

NOTE 13 – SEVERANCE COSTS

The activity in the Company’s accrued severance liability is as follows for the periods indicated:

	Three Months			Three Months			Fiscal Year
	Ended			Ended			Ended
	September 30,			September 30,			June 30,
(In thousands)	2020			2019			2020

Balance at beginning of period	$	639		$	1,134		$	1,134
Accrual of expense		-			18			344
Payments		(225	)		(162	)		(839	)
Balance at end of period	$	414		$	990		$	639

The $0.4 million severance reserve reported as of September 30, 2020 has been classified as a current liability and will be paid out over the next twelve months.

Note 14 - Restructuring Costs

3 Months Ended

Sep. 30, 2020

Notes to Financial Statements

Restructuring and Related Activities Disclosure [Text Block]

NOTE 14 – RESTRUCTURING COSTS

The following table presents information about restructuring costs for the periods indicated:

	Three Months Ended
	September 30
(In thousands)	2020		2019

Exit costs	$	3	$	184
Impairment of fixed assets and accelerated depreciation		-		49
Gain on sale of facility		-		(4,821	)
Total	$	3	$	(4,588	)

The following table presents a roll forward of the beginning and ending liability balances related to the restructuring costs:

	Balance as of									Balance as of
	June 30,		Restructuring							September 30,
(In thousands)	2020		Expense		Payments			Adjustments		2020

Severance and termination benefits	$	27	$	-	$	-		$	-	$	27
Other restructuring costs		-		3		(3	)		-	$	-
Total	$	27	$	3	$	(3	)	$	-	$	27

Note 15 - Leases

3 Months Ended

Sep. 30, 2020

Notes to Financial Statements

Lessee, Operating Leases [Text Block]

NOTE 15 - 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.

	Three months ended		Three months ended
(In thousands)	September 30, 2020		September 30, 2019

Operating lease cost	$	573	$	587
Financing lease cost:
Amortization of right of use assets		73		-
Interest on lease liabilities		24		-
Variable lease cost		1		-
Total lease cost	$	671	$	587

Supplemental Cash Flow Information:
	Three months ended		Three months ended
(In thousands)	September 30, 2020		September 30, 2019

Cash flows from operating leases
Fixed payments - operating cash flows	$	570	$	573
Liability reduction - operating cash flows	$	461	$	443

Cash flows from finance leases
Interest - operating cash flows	$	24	$	-
Repayments of principal portion - financing cash flows	$	58	$	-

Operating Leases:	At September 30, 2020			At June 30, 2020

Total operating right-of-use assets	$	8,195		$	8,663

Accrued expenses (Current liabilities)	$	292		$	376
Long-term operating lease liability		8,640			9,021
Total operating lease liabilities	$	8,932		$	9,397

Weighted Average remaining Lease Term (in years)		4.36			4.59

Weighted Average Discount Rate		4.85	%		4.85	%

Finance Leases:	At September 30, 2020			At June 30, 2020

Buildings under finance leases	$	2,033		$	2,033
Accumulated depreciation		(121	)		(48	)
Total finance lease assets, net	$	1,912		$	1,985

Accrued expenses (Current liabilities)	$	242		$	239
Long-term finance lease liability		1,694			1,755
Total finance lease liabilities	$	1,936		$	1,994

Weighted Average remaining Lease Term (in years)		6.58			6.83

Weighted Average Discount Rate		4.86	%		4.86	%

Maturities of Lease Liability:	Operating Lease			Finance Lease
	Liabilities			Liabilities
2021	$	1,864		$	270
2022		2,293			329
2023		2,241			329
2024		1,924			335
2025		1,345			362
Thereafter		360			664
Total lease payments		10,027			2,289
Less: Interest		(1,095	)		(353	)
Present Value of Lease Liabilities	$	8,932		$	1,936

Note 16 - Income Taxes

3 Months Ended

Sep. 30, 2020

Notes to Financial Statements

Income Tax Disclosure [Text Block]

NOTE 16 – INCOME TAXES

	Three Months Ended
	September 30
	2020			2019
Reconciliation of effective tax rate:

Provision for income taxes at the anticipated annual tax rate		23.9	%		24.1	%
Uncertain tax positions		1.0			0.5
Tax rate changes		(15.7	)		-
Shared-based compensation		2.4			4.3
Other		-			0.4
Effective tax rate		11.6	%		29.3	%

Significant Accounting Policies (Policies)

3 Months Ended

Sep. 30, 2020

Accounting Policies [Abstract]

Consolidation, Policy [Policy Text Block]

Consolidation:

Revenue [Policy Text Block]

Revenue Recognition:

●

Customer specific print graphics branding

●

Electrical components based on customer specifications

●

Digital signage and related media content

Disaggregation of Revenue

	Three Months Ended
(In thousands)	September 30, 2020
	Lighting Segment		Graphics Segment
Timing of revenue recognition
Products and services transferred at a point in time	$	40,040	$	14,454
Products and services transferred over time		5,365		10,147
	$	45,405	$	24,601

	Three Months Ended
	September 30, 2020
	Lighting Segment		Graphics Segment
Type of Product and Services
LED lighting, digital signage solutions, electronic circuit boards	$	37,869	$	5,081
Legacy products		7,074		14,325
Turnkey services and other		462		5,195
	$	45,405	$	24,601

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:

Subsequent Events, Policy [Policy Text Block]

Subsequent Events:

Note 2 - Summary of Significant Accounting Policies (Tables)

3 Months Ended

Sep. 30, 2020

Notes Tables

Disaggregation of Revenue [Table Text Block]

	Three Months Ended
(In thousands)	September 30, 2020
	Lighting Segment		Graphics Segment
Timing of revenue recognition
Products and services transferred at a point in time	$	40,040	$	14,454
Products and services transferred over time		5,365		10,147
	$	45,405	$	24,601

	Three Months Ended
	September 30, 2020
	Lighting Segment		Graphics Segment
Type of Product and Services
LED lighting, digital signage solutions, electronic circuit boards	$	37,869	$	5,081
Legacy products		7,074		14,325
Turnkey services and other		462		5,195
	$	45,405	$	24,601

Note 3 - Segment Reporting Information (Tables)

3 Months Ended

Sep. 30, 2020

Notes Tables

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

	Three Months Ended
(In thousands)	September 30
	2020			2019
Net Sales:
Lighting Segment	$	45,405		$	63,191
Graphics Segment		24,601			25,510
	$	70,006		$	88,701

Operating Income (Loss):
Lighting Segment	$	3,588		$	9,159
Graphics Segment		1,823			1,017
Corporate and Eliminations		(3,209	)		(3,337	)
	$	2,202		$	6,839

Capital Expenditures:
Lighting Segment	$	369		$	330
Graphics Segment		27			-
Corporate and Eliminations		9			25
	$	405		$	355

Depreciation and Amortization:
Lighting Segment	$	1,619		$	1,778
Graphics Segment		358			386
Corporate and Eliminations		56			235
	$	2,033		$	2,399

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

	September 30, 2020		June 30, 2020
Identifiable Assets:
Lighting Segment	$	120,449	$	118,819
Graphics Segment		35,882		35,021
Corporate and Eliminations		25,464		18,423
	$	181,795	$	172,263

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

	Three Months Ended
(In thousands)	September 30
	2020		2019
Lighting Segment inter-segment net sales	$	4,080	$	811

Graphics Segment inter-segment net sales	$	38	$	24

Note 4 - Earnings Per Common Share (Tables)

3 Months Ended

Sep. 30, 2020

Notes Tables

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

	Three Months Ended
	September 30
	2020		2019

BASIC EARNINGS PER SHARE

Net income	$	1,990	$	4,475

Weighted average shares outstanding during the period, net of treasury shares		26,318		26,024
Weighted average vested restricted stock units outstanding		10		24
Weighted average shares outstanding in the Deferred Compensation Plan during the period		192		188
Weighted average shares outstanding		26,520		26,236

Basic income per share	$	0.08	$	0.17


DILUTED EARNINGS PER SHARE

Net income	$	1,990	$	4,475

Weighted average shares outstanding:

Basic		26,520		26,236

Effect of dilutive securities (a):
Impact of common shares to be issued under stock option plans, and contingently issuable shares, if any		448		57
Weighted average shares outstanding		26,968		26,293

Diluted income per share	$	0.07	$	0.17


Anti-dilutive securities (b)		1,302		2,861

Note 5 - Inventories (Tables)

3 Months Ended

Sep. 30, 2020

Notes Tables

Schedule of Inventory, Current [Table Text Block]

	September 30,		June 30,
(In thousands)	2020		2020

Inventories:
Raw materials	$	26,335	$	27,331
Work-in-progress		1,465		1,566
Finished goods		9,551		9,855
Total Inventories	$	37,351	$	38,752

Note 6 - Accrued Expenses (Tables)

3 Months Ended

Sep. 30, 2020

Notes Tables

Schedule of Accrued Liabilities [Table Text Block]

	September 30,		June 30,
(In thousands)	2020		2020

Accrued Expenses:
Accrued warranty	$	6,639	$	6,956
Compensation and benefits		6,179		6,001
Customer prepayments		3,699		1,698
Accrued sales commissions		1,473		1,289
Operating lease liabilities		292		376
Finance lease liabilities		242		239
Other accrued expenses		4,043		3,874
Total Accrued Expenses	$	22,567	$	20,433

Note 7 - Goodwill and Other Intangible Assets (Tables)

3 Months Ended

Sep. 30, 2020

Notes Tables

Schedule of Goodwill [Table Text Block]

Goodwill
(In thousands)	Lighting			Graphics
	Segment			Segment			Total

Goodwill	$	86,711		$	28,690		$	115,401
Accumulated impairment losses		(77,503	)		(27,525	)		(105,028	)
Goodwill, net	$	9,208		$	1,165		$	10,373

Schedule of Intangible Assets and Goodwill [Table Text Block]

Other Intangible Assets	September 30, 2020
(In thousands)	Gross
	Carrying		Accumulated		Net
	Amount		Amortization		Amount
Amortized Intangible Assets
Customer relationships	$	35,563	$	14,644	$	20,919
Patents		338		285		53
LED technology firmware, software		16,066		12,973		3,093
Trade name		2,658		856		1,802
Total Amortized Intangible Assets		54,625		28,758		25,867

Indefinite-lived Intangible Assets
Trademarks and trade names		3,422		-		3,422
Total indefinite-lived Intangible Assets		3,422		-		3,422

Total Other Intangible Assets	$	58,047	$	28,758	$	29,289

Other Intangible Assets	June 30, 2020
(In thousands)	Gross
	Carrying		Accumulated		Net
	Amount		Amortization		Amount
Amortized Intangible Assets
Customer relationships	$	35,563	$	14,129	$	21,434
Patents		338		277		61
LED technology firmware, software		16,066		12,852		3,214
Trade name		2,658		829		1,829
Total Amortized Intangible Assets		54,625		28,087		26,538

Indefinite-lived Intangible Assets
Trademarks and trade names		3,422		-		3,422
Total indefinite-lived Intangible Assets		3,422		-		3,422

Total Other Intangible Assets	$	58,047	$	28,087	$	29,960

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

	Three Months Ended
	September 30
(In thousands)	2020		2019

Amortization Expense of Other Intangible Assets	$	671	$	675

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

(In thousands)

2021	$	2,682
2022	$	2,461
2023	$	2,412
2024	$	2,412
2025	$	2,412
After 2025	$	14,159

Note 11 - Supplemental Cash Flow Information (Tables)

3 Months Ended

Sep. 30, 2020

Notes Tables

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

	Three Months Ended
(In thousands)	September 30
	2020		2019
Cash Payments:
Interest	$	24	$	464
Income taxes	$	223	$	-

Non-cash investing and financing activities
Issuance of common shares as compensation	$	75	$	75
Issuance of common shares to fund deferred compensation plan	$	412	$	33

Note 13 - Severance Costs (Tables)

3 Months Ended

Sep. 30, 2020

Employee Severance [Member]

Notes Tables

Schedule of Accrued Severance Liability [Table Text Block]

	Three Months			Three Months			Fiscal Year
	Ended			Ended			Ended
	September 30,			September 30,			June 30,
(In thousands)	2020			2019			2020

Balance at beginning of period	$	639		$	1,134		$	1,134
Accrual of expense		-			18			344
Payments		(225	)		(162	)		(839	)
Balance at end of period	$	414		$	990		$	639

Note 14 - Restructuring Costs (Tables)

3 Months Ended

Sep. 30, 2020

Notes Tables

Restructuring and Related Costs [Table Text Block]

	Three Months Ended
	September 30
(In thousands)	2020		2019

Exit costs	$	3	$	184
Impairment of fixed assets and accelerated depreciation		-		49
Gain on sale of facility		-		(4,821	)
Total	$	3	$	(4,588	)

Schedule of Liability Balances Related to Restructuring Costs [Table Text Block]

	Balance as of									Balance as of
	June 30,		Restructuring							September 30,
(In thousands)	2020		Expense		Payments			Adjustments		2020

Severance and termination benefits	$	27	$	-	$	-		$	-	$	27
Other restructuring costs		-		3		(3	)		-	$	-
Total	$	27	$	3	$	(3	)	$	-	$	27

Note 15 - Leases (Tables)

3 Months Ended

Sep. 30, 2020

Notes Tables

Lease, Cost [Table Text Block]

	Three months ended		Three months ended
(In thousands)	September 30, 2020		September 30, 2019

Operating lease cost	$	573	$	587
Financing lease cost:
Amortization of right of use assets		73		-
Interest on lease liabilities		24		-
Variable lease cost		1		-
Total lease cost	$	671	$	587

Supplemental Cash Flow Information:
	Three months ended		Three months ended
(In thousands)	September 30, 2020		September 30, 2019

Cash flows from operating leases
Fixed payments - operating cash flows	$	570	$	573
Liability reduction - operating cash flows	$	461	$	443

Cash flows from finance leases
Interest - operating cash flows	$	24	$	-
Repayments of principal portion - financing cash flows	$	58	$	-

Operating Leases:	At September 30, 2020			At June 30, 2020

Total operating right-of-use assets	$	8,195		$	8,663

Accrued expenses (Current liabilities)	$	292		$	376
Long-term operating lease liability		8,640			9,021
Total operating lease liabilities	$	8,932		$	9,397

Weighted Average remaining Lease Term (in years)		4.36			4.59

Weighted Average Discount Rate		4.85	%		4.85	%

Finance Leases:	At September 30, 2020			At June 30, 2020

Buildings under finance leases	$	2,033		$	2,033
Accumulated depreciation		(121	)		(48	)
Total finance lease assets, net	$	1,912		$	1,985

Accrued expenses (Current liabilities)	$	242		$	239
Long-term finance lease liability		1,694			1,755
Total finance lease liabilities	$	1,936		$	1,994

Weighted Average remaining Lease Term (in years)		6.58			6.83

Weighted Average Discount Rate		4.86	%		4.86	%

Lessee, Operating Lease, Liability, Maturity [Table Text Block]

Maturities of Lease Liability:	Operating Lease			Finance Lease
	Liabilities			Liabilities
2021	$	1,864		$	270
2022		2,293			329
2023		2,241			329
2024		1,924			335
2025		1,345			362
Thereafter		360			664
Total lease payments		10,027			2,289
Less: Interest		(1,095	)		(353	)
Present Value of Lease Liabilities	$	8,932		$	1,936

Note 16 - Income Taxes (Tables)

3 Months Ended

Sep. 30, 2020

Notes Tables

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

	Three Months Ended
	September 30
	2020			2019
Reconciliation of effective tax rate:

Provision for income taxes at the anticipated annual tax rate		23.9	%		24.1	%
Uncertain tax positions		1.0			0.5
Tax rate changes		(15.7	)		-
Shared-based compensation		2.4			4.3
Other		-			0.4
Effective tax rate		11.6	%		29.3	%

Note 2 - Summary of Significant Accounting Policies (Details Textual) - USD ($) $ in Thousands	Sep. 30, 2020	Jun. 30, 2020	Jul. 01, 2019
Operating Lease, Right-of-Use Asset	$ 8,195	$ 8,663
Operating Lease, Liability, Total	8,932	9,397
Retained Earnings (Accumulated Deficit), Ending Balance	$ (1,270)	$ (1,920)
Accounting Standards Update 2016-02 [Member]
Operating Lease, Right-of-Use Asset			$ 10,400
Operating Lease, Liability, Total			10,800
Accounting Standards Update 2016-02 [Member] \| Cumulative Effect, Period of Adoption, Adjustment [Member]
Retained Earnings (Accumulated Deficit), Ending Balance			$ 400

Note 2 - Summary of Significant Accounting Policies - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2020	Sep. 30, 2019
Revenue	$ 70,006	$ 88,701
Lighting Segment [Member]
Revenue	45,405	63,191
Lighting Segment [Member] \| LED Lighting, Digital Signage, Electronic Circuit Boards [Member]
Revenue	37,869
Lighting Segment [Member] \| Legacy Products [Member]
Revenue	7,074
Lighting Segment [Member] \| Turnkey Services and Other [Member]
Revenue	462
Graphics Segment [Member]
Revenue	24,601	$ 25,510
Graphics Segment [Member] \| LED Lighting, Digital Signage, Electronic Circuit Boards [Member]
Revenue	5,081
Graphics Segment [Member] \| Legacy Products [Member]
Revenue	14,325
Graphics Segment [Member] \| Turnkey Services and Other [Member]
Revenue	5,195
Transferred at Point in Time [Member] \| Lighting Segment [Member]
Revenue	40,040
Transferred at Point in Time [Member] \| Graphics Segment [Member]
Revenue	14,454
Transferred over Time [Member] \| Lighting Segment [Member]
Revenue	5,365
Transferred over Time [Member] \| Graphics Segment [Member]
Revenue	$ 10,147

Note 3 - Segment Reporting Information (Details Textual)	3 Months Ended
	Sep. 30, 2020	Jun. 30, 2020	Sep. 30, 2019
Intersegment Revenue Markup Percentage	10.00%
Revenue Benchmark [Member] \| Customer Concentration Risk [Member]
Concentration Risk, Percentage	0.00%		0.00%
Accounts Receivable [Member] \| Customer Concentration Risk [Member]
Concentration Risk, Percentage	0.00%	0.00%

Note 3 - Segment Reporting Information - Summarized Financial Information by Reportable Business Segments (Details) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2020	Sep. 30, 2019
Net Sales	$ 70,006	$ 88,701
Operating income (loss)	2,202	6,839
Capital expenditures	405	355
Depreciation and amortization	2,033	2,399
Segment Reconciling Items [Member]
Operating income (loss)	(3,209)	(3,337)
Capital expenditures	9	25
Depreciation and amortization	56	235
Lighting Segment [Member]
Net Sales	45,405	63,191
Lighting Segment [Member] \| Operating Segments [Member]
Operating income (loss)	3,588	9,159
Capital expenditures	369	330
Depreciation and amortization	1,619	1,778
Graphics Segment [Member]
Net Sales	24,601	25,510
Graphics Segment [Member] \| Operating Segments [Member]
Operating income (loss)	1,823	1,017
Capital expenditures	27	0
Depreciation and amortization	$ 358	$ 386

Note 3 - Segment Reporting Information - Identifiable Assets by Segment (Details) - USD ($) $ in Thousands	Sep. 30, 2020	Jun. 30, 2020
Identifiable assets	$ 181,795	$ 172,263
Segment Reconciling Items [Member]
Identifiable assets	25,464	18,423
Lighting Segment [Member] \| Operating Segments [Member]
Identifiable assets	120,449	118,819
Graphics Segment [Member] \| Operating Segments [Member]
Identifiable assets	$ 35,882	$ 35,021

Note 3 - Segment Reporting Information - Intersegment Revenues (Details) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2020	Sep. 30, 2019
Inter-segment Revenues	$ 70,006	$ 88,701
Lighting Segment [Member]
Inter-segment Revenues	45,405	63,191
Graphics Segment [Member]
Inter-segment Revenues	24,601	25,510
Intersegment Eliminations [Member] \| Lighting Segment [Member]
Inter-segment Revenues	4,080	811
Intersegment Eliminations [Member] \| Graphics Segment [Member]
Inter-segment Revenues	$ 38	$ 24

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, 2020

Sep. 30, 2019

Net income (loss)

$ 1,990

$ 4,475

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

26,318

26,024

Weighted average vested restricted stock units outstanding (in shares)

192

188

Weighted average shares outstanding (in shares)

26,520

26,236

Basic income per share (in dollars per share)

$ 0.08

$ 0.17

Basic (in shares)

26,520

26,236

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

^[1]

448

Weighted average shares outstanding (in shares)

26,968

26,293

Diluted income per share (in dollars per share)

$ 0.07

$ 0.17

Anti-dilutive securities (b) (in shares)

^[2]

1,302

2,861

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, 2020 and September 30, 2019 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 - Inventories (Details) - USD ($) $ in Thousands	Sep. 30, 2020	Jun. 30, 2020
Raw materials	$ 26,335	$ 27,331
Work-in-progress	1,465	1,566
Finished goods	9,551	9,855
Total Inventories	$ 37,351	$ 38,752

Note 6 - Accrued Expenses - Accrued Expenses (Details) - USD ($) $ in Thousands	Sep. 30, 2020	Jun. 30, 2020
Accrued warranty	$ 6,639	$ 6,956
Compensation and benefits	6,179	6,001
Customer prepayments	3,699	1,698
Accrued sales commissions	1,473	1,289
Finance lease liabilities	242	239
Other accrued expenses	4,043	3,874
Total Accrued Expenses	22,567	20,433
Accrued Expenses [Member]
Accrued expenses (Current liabilities)	$ 292	$ 376

Note 7 - Goodwill and Other Intangible Assets (Details Textual)	3 Months Ended
	Sep. 30, 2020
Number of Reporting Units	2
Lighting Segment [Member]
Number of Reporting Units	1
Graphics Segment [Member]
Number of Reporting Units	1

Note 7 - Goodwill and Other Intangible Assets - Goodwill (Details) - USD ($) $ in Thousands	Sep. 30, 2020	Jun. 30, 2020
Goodwill	$ 115,401
Accumulated impairment losses	(105,028)
Goodwill, net	10,373	$ 10,373
Lighting Segment [Member]
Goodwill	86,711
Accumulated impairment losses	(77,503)
Goodwill, net	9,208
Graphics Segment [Member]
Goodwill	28,690
Accumulated impairment losses	(27,525)
Goodwill, net	$ 1,165

Note 7 - Goodwill and Other Intangible Assets - Other Intangible Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2020	Jun. 30, 2020
Amortized intangible assets, gross	$ 54,625	$ 54,625
Accumulated amortization	28,758	28,087
Amortized intangible assets, net	25,867	26,538
Indefinite-lived intangible assets, gross	3,422	3,422
Total other intangible assets, gross	58,047	58,047
Total other intangible assets, net	29,289	29,960
Trademarks and Trade Names [Member]
Indefinite-lived intangible assets, gross	3,422	3,422
Customer Relationships [Member]
Amortized intangible assets, gross	35,563	35,563
Accumulated amortization	14,644	14,129
Amortized intangible assets, net	20,919	21,434
Patents [Member]
Amortized intangible assets, gross	338	338
Accumulated amortization	285	277
Amortized intangible assets, net	53	61
Technology-Based Intangible Assets [Member]
Amortized intangible assets, gross	16,066
Accumulated amortization	12,973
Amortized intangible assets, net	3,093
LED Technology Firmware Software [Member]
Amortized intangible assets, gross		16,066
Accumulated amortization		12,852
Amortized intangible assets, net		3,214
Trade Names [Member]
Amortized intangible assets, gross	2,658	2,658
Accumulated amortization	856	829
Amortized intangible assets, net	$ 1,802	$ 1,829

Note 7 - Goodwill and Other Intangible Assets - Amortization Expense of Other Intangible Assets (Details) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2020	Sep. 30, 2019
Amortization Expense of Other Intangible Assets	$ 671	$ 675

Note 7 - Goodwill and Other Intangible Assets - Future Amortization Expense (Details) $ in Thousands	Sep. 30, 2020 USD ($)
2021	$ 2,682
2022	2,461
2023	2,412
2024	2,412
2025	2,412
After 2025	$ 14,159

Note 8 - Revolving Line of Credit (Details Textual) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended
	Feb. 28, 2019	Sep. 30, 2020	Feb. 27, 2019
Long-term Line of Credit, Total		$ 0
Line of Credit Facility, Remaining Borrowing Capacity		$ 75,000
London Interbank Offered Rate (LIBOR) [Member]
Debt Instrument, Basis Spread on Variable Rate		1.25%
London Interbank Offered Rate (LIBOR) [Member] \| Minimum [Member]
Debt Instrument, Basis Spread on Variable Rate	1.25%
London Interbank Offered Rate (LIBOR) [Member] \| Maximum [Member]
Debt Instrument, Basis Spread on Variable Rate	2.50%
UNITED STATES
Line of Credit Facility, Maximum Borrowing Capacity	$ 75,000		$ 100,000
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage		0.20%

Note 9 - Cash Dividends (Details Textual) - USD ($)	3 Months Ended
Note 9 - Cash Dividends (Details Textual) - USD ($)	Sep. 30, 2020	Sep. 30, 2019	Oct. 31, 2020
Payments of Dividends, Total	$ 1,300,000
Dividends Accrued	$ 81,663	$ 34,842
Subsequent Event [Member]
Quarterly Indicated Per Share Dividend Rate (in dollars per share)			$ 0.05
Annual Indicated per Share Dividend Rate (in dollars per share)			$ 0.20

Note 10 - Equity Compensation (Details Textual) $ / shares in Units, $ in Millions	3 Months Ended
	Sep. 30, 2020 USD ($) $ / shares shares	Sep. 30, 2019 USD ($)
Share-based Payment Arrangement, Expense \| $	$ 0.5	$ 0.4
The 2019 Omnibus Award Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant (in shares) \| shares	2,922,194
Share-based Compensation Arrangement by Share-based Payment Award, Fungible Share Ratio	2.5
The 2019 Omnibus Award Plan [Member] \| Non-qualified Serviced-based and Inducement Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in shares) \| shares	318,406
The 2019 Omnibus Award Plan [Member] \| Non-qualified Serviced-based and Inducement Stock Options [Member] \| Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price (in dollars per share) \| $ / shares	$ 6.80
The 2019 Omnibus Award Plan [Member] \| Non-qualified Serviced-based and Inducement Stock Options [Member] \| Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price (in dollars per share) \| $ / shares	$ 7.06
The 2019 Omnibus Award Plan [Member] \| Performance Shares [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in shares) \| shares	134,017
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value (in dollars per share) \| $ / shares	$ 6.80
The 2019 Omnibus Award Plan [Member] \| Restricted Stock Units (RSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in shares) \| shares	131,126
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value (in dollars per share) \| $ / shares	$ 6.80

Note 11 - Supplemental Cash Flow Information - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2020	Sep. 30, 2019
Interest	$ 24	$ 464
Income taxes	223	0
Issuance of common shares as compensation	75	75
Issuance of common shares to fund deferred compensation plan	$ 412	$ 33

Note 12 - Commitments and Contingencies (Details Textual) $ in Thousands	Sep. 30, 2020 USD ($)
Standby Letters of Credit [Member]
Letters of Credit Outstanding, Amount	$ 0

Note 13 - Severance Costs (Details Textual) $ in Millions	Sep. 30, 2020 USD ($)
Employee Severance [Member]
Postemployment Benefits Liability, Total	$ 0.4

Note 13 - Severance Costs - Accrued Severance Liability Activity (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Jun. 30, 2020
Balance	$ 639	$ 1,134	$ 1,134
Accrual of expense	0	18	344
Payments	(225)	(162)	(839)
Balance	$ 414	$ 990	$ 639

Note 14 - Restructuring Costs (Details Textual) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2020	Sep. 30, 2019
Proceeds from Sale of Property, Plant, and Equipment, Total	$ 0	$ 12,338
Restructuring Charges, Total	$ 3
Sell Manufacturing Facility In New Windsor, New York [Member]
Proceeds from Sale of Property, Plant, and Equipment, Total		12,300
Gain (Loss) on Disposition of Property Plant Equipment, Total		4,800
Sell Manufacturing Facility In New Windsor, New York [Member] \| Facility Closing [Member]
Restructuring Charges, Total		$ 200

Note 14 - Restructuring Costs - Summary of Restructuring Costs for the Period (Details) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2020	Sep. 30, 2019
Exit costs	$ 3	$ 184
Impairment of fixed assets and accelerated depreciation	0	49
Gain on sale of facility	0	(4,821)
Total	$ 3	$ (4,588)

Note 14 - Restructuring Costs - Liability Balances Related to Restructuring Costs (Details) $ in Thousands	3 Months Ended
	Sep. 30, 2020 USD ($)
Balance, beginning	$ 27
Restructuring Expense	3
Payments	(3)
Adjustments	0
Balance, ending	27
Severance and Other Termination Benefits [Member]
Balance, beginning	27
Restructuring Expense	0
Payments	0
Adjustments	0
Balance, ending	27
Other Restructuring [Member]
Balance, beginning	0
Restructuring Expense	3
Payments	(3)
Adjustments	0
Balance, ending	$ 0

Note 15 - Leases (Details Textual) - USD ($) $ in Thousands	Sep. 30, 2020	Jun. 30, 2020	Jul. 01, 2019
Operating Lease, Right-of-Use Asset	$ 8,195	$ 8,663
Operating Lease, Liability, Total	$ 8,932	$ 9,397
Accounting Standards Update 2016-02 [Member]
Operating Lease, Right-of-Use Asset			$ 10,400
Operating Lease, Liability, Total			$ 10,800
Minimum [Member]
Operating Lease, Weighted Average Remaining Lease Term (Year)	1 year
Maximum [Member]
Operating Lease, Weighted Average Remaining Lease Term (Year)	5 years

Note 15 - Leases - Operating Lease Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Jun. 30, 2020
Operating lease cost	$ 573	$ 587
Amortization of right of use assets	73	0
Interest on lease liabilities	24	0
Variable lease cost	1	0
Total lease cost	671	587
Fixed payments - operating cash flows	570	573
Liability reduction - operating cash flows	461	443
Interest - operating cash flows	24	0
Repayments of principal portion - financing cash flows	58	$ (0)
Total operating right-of-use assets	8,195		$ 8,663
Long-term operating lease liability	8,640		9,021
Total operating lease liabilities	$ 8,932		$ 9,397
Weighted Average remaining Lease Term (in years) (Year)	4 years 4 months 9 days		4 years 7 months 2 days
Weighted Average Discount Rate	4.85%		4.85%
Buildings under finance leases	$ 2,033		$ 2,033
Accumulated depreciation	(121)		(48)
Total finance lease assets, net	1,912		1,985
Accrued expenses (Current liabilities)	242		239
Long-term finance lease liability	1,694		1,755
Total finance lease liabilities	$ 1,936		$ 1,994
Weighted Average remaining Lease Term (in years) (Year)	6 years 6 months 29 days		6 years 9 months 29 days
Weighted Average Discount Rate	4.86%		4.86%
Accrued Expenses [Member]
Accrued expenses (Current liabilities)	$ 292		$ 376

Note 15 - Leases - Maturities of Lease Liability (Details) - USD ($) $ in Thousands	Sep. 30, 2020	Jun. 30, 2020
2021, operating lease liabilities	$ 1,864
2021, finance lease liabilities	270
2022, operating lease liabilities	2,293
2022, finance lease liabilities	329
2023, operating lease liabilities	2,241
2023, finance lease liabilities	329
2024, operating lease liabilities	1,924
2024, finance lease liabilities	335
2025, operating lease liabilities	1,345
2025, finance lease liabilities	362
Thereafter, operating lease liabilities	360
Thereafter, finance lease liabilities	664
Total lease payments, operating lease liabilities	10,027
Total lease payments, finance lease liabilities	2,289
Less: Interest, operating lease liabilities	(1,095)
Less: Interest, finance lease liabilities	(353)
Present Value of Lease Liabilities, operating lease liabilities	8,932	$ 9,397
Present Value of Lease Liabilities, finance lease liabilities	$ 1,936	$ 1,994

Note 16 - Income Taxes (Details Textual) - USD ($) $ in Millions	3 Months Ended
	Sep. 30, 2020	Sep. 30, 2019
Income Tax Benefit Cares Act	$ 0.4
Deferred Tax Assets, Property, Plant and Equipment		$ 0.9
Sale of Manufacturing Facility in North Canton, Ohio [Member]
Gain (Loss) on Disposition of Property Plant Equipment, Total		$ 4.8

Note 16 - Income Taxes - Reconciliation of Income Tax Rate (Details)	3 Months Ended
	Sep. 30, 2020	Sep. 30, 2019
Provision for income taxes at the anticipated annual tax rate	23.90%	24.10%
Uncertain tax positions	1.00%	0.50%
Tax rate changes	(15.70%)	0.00%
Shared-based compensation	2.40%	4.30%
Other	0.00%	0.40%
Effective tax rate	11.60%	29.30%