8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Act of 1934

Date of Report (Date of earliest event reported): September 9, 2005

LSI INDUSTRIES INC.

(Exact name of Registrant as specified in its Charter)

Ohio	0-13375	31-0888951
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

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

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

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

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

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

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

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

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

Item 2.02 – Results of Operations and Financial Condition

On September 9, 2005, the Registrant issued a press release announcing revised operating results for the fiscal year ended June 30, 2005. A copy of the press release is attached hereto as Exhibit 99.

Item 9.01 – Results of Operations and Financial Condition

c. Exhibits

99 Press Release dated September 9, 2005.

SIGNATURES

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

LSI INDUSTRIES INC.


BY: /s/Ronald S. Stowell
        ——————————————
        Ronald S. Stowell
        Vice President, Chief Financial Officer
           and Treasurer
        (Principal Accounting Officer)

September 9, 2005

EX-99

Exhibit 99

FOR IMMEDIATE RELEASE
DATE:   SEPTEMBER 9, 2005 CONTACT:     BOB READY OR
RON STOWELL
(513) 793-3200

LSI INDUSTRIES INC. REVISES OPERATING RESULTS
FOR THE YEAR ENDED JUNE 30, 2005 BY $0.02 PER SHARE

Cincinnati, September 9, 2005 – LSI Industries Inc. (Nasdaq:LYTS) today revised operating results for the year and fourth quarter ended June 30, 2005.

Financial Highlights
(In thousands, except per
share data; unaudited)

	Three Months Ended June 30				Year Ended June 30
	Revised		Previously Reported		Revised		Previously Reported
Net Sales	$	71,992	$	71,992	$	282,440	$	282,440
Operating Income	$	6,808	$	7,583	$	23,026	$	23,801
Net Income	$	4,106	$	4,575	$	14,636	$	15,105
Earnings Per Share (diluted)	$	0.20	$	0.23	$	0.73	$	0.75

	Revised 6/30/05		Previously Reported 6/30/05
Working Capital	$	67,189	$	67,189
Total Assets	$	172,637	$	172,637
Debt	$	--	$	--
Shareholders' Equity	$	138,040	$	138,509

        As a result of the Company changing the distribution method for its deferred compensation plan in April 2004 from one of issuing shares of Company stock to terminated participants to one of issuing cash, it was determined that this plan is now subject to variable accounting. Therefore the shares in this plan were required to be “marked-to-market” which resulted in a $469,000 non-cash net of tax expense and a similar net long-term liability being recorded to reflect the market price of the Company’s common shares at June 30, 2005. The attached condensed income statements and balance sheets reflect the revision. The Company intends to change its deferred compensation plan so as to eliminate variable accounting treatment.

        Bob Ready, President and Chief Executive Officer, commented, “We had a great year in fiscal 2005 and, naturally, I was very disappointed to learn yesterday evening that it was concluded that a $0.02 per share adjustment was required. I want to reassure shareholders that this non-cash charge is highly technical in nature and does not in any way reflect on our general operations. We remain optimistic about the outlook for our business and look forward to higher sales and earnings for fiscal 2006.”

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LSI Industries Inc. Fiscal 2005 Results
September 9, 2005

“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995:

This document contains certain forward-looking statements that are subject to numerous assumptions, risks or uncertainties. The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements. Forward-looking statements may be identified by words such as “estimates,” “anticipates,” “projects,” “plans,” “expects,” “intends,” “believes,” “seeks,” “may,” “will,” “should” or the negative versions of those words and similar expressions, and by the context in which they are used. Such statements are based upon current expectations of the Company and speak only as of the date made. Actual results could differ materially from those contained in or implied by such forward-looking statements as a result of a variety of risks and uncertainties. These risks and uncertainties include, but are not limited to, the impact of competitive products and services, product demand and market acceptance risks, reliance on key customers, financial difficulties experienced by customers, the adequacy of reserves and allowances for doubtful accounts, fluctuations in operating results or costs, unexpected difficulties in integrating acquired businesses, and the ability to retain key employees of acquired businesses. The Company has no obligation to update any forward-looking statements to reflect subsequent events or circumstances.

About the Company

LSI Industries is an Image Solutions company, combining integrated design, manufacturing, and technology to supply its own high quality lighting fixtures and graphics elements for applications in the retail, specialty niche, and commercial markets. The Company’s Lighting Segment produces high performance products dedicated to the outdoor, architectural outdoor, indoor, architectural indoor and accent/downlight markets. The Graphics Segment provides a vast array of products and services including signage, menu board systems, active digital signage, decorative fixturing, design support, engineering and project management for custom programs for today’s retail environment. LSI’s major markets are the petroleum / convenience store, multi-site retail (including automobile dealerships, restaurants and national retail accounts) and the commercial / industrial lighting markets. LSI employs approximately 1,600 people in fifteen facilities located in Ohio, California, New York, North Carolina, Kansas, Kentucky, Oregon, Rhode Island, Tennessee, Texas and Washington. The Company’s common shares are traded on the Nasdaq National Market under the symbol LYTS.

For further information, contact either Bob Ready, Chief Executive Officer and President, or Ron Stowell, Vice President, Chief Financial Officer, and Treasurer at (513) 793-3200.

Additional note: Today’s news release, along with past releases from LSI Industries, is available on the Company’s internet site at www.lsi-industries.com or by email or fax, by calling the Investor Relations Department at (513) 793-3200.

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LSI Industries Inc. Fiscal 2005 Results
September 9, 2005

LSI INDUSTRIES INC.

Condensed Income Statements
(in thousands, except per
share data; unaudited)

	Three Months Ended June 30					Year Ended June 30
	2005			2004		2005		2004
Net sales	$	71,992		$	66,690	$	282,440	$	241,405
Cost of products sold		52,886			52,432		210,144		181,883
Gross profit		19,106			14,258		72,296		59,522
Selling and administrative expenses		12,298			12,304		49,084		45,488
Goodwill Impairment		--			--		186		--
Operating income		6,808			1,954		23,026		14,034
Interest (income) expense, net		(13	)		66		153		237
Income before income taxes		6,821			1,888		22,873		13,797
Income tax expense		2,715			725		8,237		5,107
Net income	$	4,106		$	1,163	$	14,636	$	8,690
Earnings per common share
Basic	$	0.21		$	0.06	$	0.74	$	0.44
Diluted	$	0.20		$	0.06	$	0.73	$	0.43
Weighted average common shares outstanding
Basic		19,818			19,735		19,782		19,717
Diluted		20,226			20,046		20,087		20,038

Condensed Balance Sheets
(in thousands, unaudited)

	June 30, 2005		June 30, 2004
Current Assets	$	98,804	$	97,123
Property, Plant and Equipment, net		51,084		54,152
Other Assets		22,749		23,457
	$	172,637	$	174,732
Current Liabilities	$	31,615	$	32,399
Other Long-Term Liabilities		2,982		13,470
Shareholders' Equity		138,040		128,863
	$	172,637	$	174,732

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