8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) March 8, 2023

LSI INDUSTRIES INC.

(Exact name of Registrant as Specified in its Charter)

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

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

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

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

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

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, no par value	LYTS	NASDAQ

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

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

Item7.01.Regulation FD Disclosure.

On March 8, 2023, LSI Industries Inc. (“LSI” or the “Company”) issued a press release introducing its long-term strategic growth plan, including new, five year financial targets through fiscal year 2028. A copy of the press release is furnished with this Form 8-K as Exhibit 99.1. In conjunction with the press release, on March 8, 2023, LSI posted accompanying presentation materials in the Investor Relations section of LSI’s corporate website at www.lsicorp.com. A copy of the presentation materials are furnished with this Form 8-K as Exhibit 99.2.

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

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

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

Item9.01 Financial Statements and Exhibits.

(d) Exhibits

ExhibitNo.	Description
99.1	LSI Press Release dated March 8, 2023
99.2	Strategic Update Presentation
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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

LSI INDUSTRIES INC.

BY:/s/ James E. Galeese

James E. Galeese

Executive Vice President, Chief

Financial Officer

Dated: March 8, 2023

EX-99.1

Exhibit 99.1

LSI INDUSTRIES INTRODUCES STRATEGIC PLAN UPDATE, FIVE-YEAR FINANCIAL TARGETS

“Fast Forward” Strategy to Deliver $800 million in Net Sales and $100 million Adjusted EBITDA by FY28

CINCINNATI -- March 8, 2023 -- LSI Industries Inc. (Nasdaq: LYTS, “LSI” or the “Company”) a leading U.S. based manufacturer of indoor/outdoor lighting and display solutions, today introduced its long-term strategic growth plan, including new, five-year financial targets through FY28.

MANAGEMENT COMMENTARY

“During the last three years, our team has demonstrated significant progress on our business transformation strategy, one that emphasizes targeted commercial expansion within higher-value, growth-oriented vertical markets, improved operational efficiency, and a disciplined approach toward capital allocation,” stated James A. Clark, President and Chief Executive Officer of LSI Industries. “During this period of transformation, we’ve built a balanced, integrated lighting and display solutions platform, introduced a record number of new products, strengthened our partner and end-user relationships, expanded our procurement and sourcing capabilities, and successfully integrated a significant strategic acquisition with the purchase of JSI.”

“Having built a strong foundation for profitable growth, LSI will now seek to build scale through its distinct vertical market model, positioning us to deliver superior value to both customers and shareholders,” continued Clark. “Today, with the introduction of our Fast Forward strategy, we are publishing new, five-year financial targets. Over the next five years, we project net sales growth of more than 60%, Adjusted EBITDA growth of more than 100% and Adjusted EBITDA margin expansion of approximately 250+ basis points, or 12.5% of net sales. We anticipate sales growth will be evenly balanced across both organic and inorganic investments.”

“In the current fiscal year 2023 ended June 30, 2023, we project net sales of approximately $490-$500 million and Adjusted EBITDA of $47-$49 million, or ~9.5% to 10% of net sales,” concluded Clark.

FAST FORWARD STRATEGY OVERVIEW

LSI’s Fast Forward Strategy seeks to deliver sustained commercial expansion, operational excellence and disciplined capital allocation, consistent with the Company’s focus on long-term value creation. Key elements of the Strategy include the following:

● Seek to expand “customer share” within existing verticals through a combination of new customer originations; increasing penetration of existing customer accounts; and expansion within adjacent, complimentary new applications/solutions

● Seek to expand “market share” into new high-value verticals, utilizing existing solutions in addition to adjacent, complementary new applications/solutions

● Continue the ongoing launch of vertical/customer specific new products, and build and scale new competencies and solutions, some of which acquired through targeted acquisitions

INTRODUCING FY28 FINANCIAL TARGETS

In conjunction with the launch of LSI’s Fast Forward Strategy, the Company has introduced FY28 financial targets for net sales, Adjusted EBITDA, and Adjusted EBITDA margin.

	FY23e	FY28e	5-Year Growth
Net Sales ($MM)	$490-$500	$800	60%+
Adjusted EBITDA ($MM)	$47-$49	$100	100%+
Adjusted EBITDA Margin (%)	9.5%-10%	12.5%	250 bps+

Consistent with the Company’s focus on disciplined capital allocation, LSI is committed to maintaining a long-term ratio of net debt to trailing twelve-month adjusted EBITDA of at or below 3.0x.

In conjunction with this press release, accompanying presentation materials are available in the Investor Relations section of LSI’s corporate website at www.lsicorp.com.

ABOUT LSI INDUSTRIES

Headquartered in Greater Cincinnati, LSI is a publicly held company with shares listed on the NASDAQ Stock Market under the symbol LYTS. The Company manufactures non-residential lighting and display solutions. Non-residential lighting consists of high-performance, American-made lighting solutions. The Company’s strength in outdoor lighting applications creates opportunities to introduce additional solutions to its valued customers. Display solutions consist of graphics solutions, digital signage, and technically advanced food display equipment for strategic vertical markets. LSI’s team of internal specialists also provide comprehensive project management services in support of large-scale product rollouts. The Company employs approximately 1,600 people at 11 manufacturing plants in the U.S. and Canada. Additional information about LSI is available at www.lsicorp.com.

FORWARD-LOOKING STATEMENTS

This press release contains forward-looking statements. Forward-looking statements may be identified by words such as “target,” “commit,” “estimates,” “anticipates,” “encourage,” “projects,” “plans,” “expects,” “can,” “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. For details on the uncertainties that may cause our actual results to be materially different than those expressed in our forward-looking statements, visit https://investors.lsicorp.com as well as our Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q which contain risk factors. 

INVESTOR CONTACT

Noel Ryan, IRC

720.778.2415

LYTS@vallumadvisors.com

Page 2 of 2

EX-99.2

Exhibit 99.2

XML

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Document Information [Line Items]
Entity, Registrant Name	LSI INDUSTRIES INC.
Document, Type	8-K
Document, Period End Date	Mar. 08, 2023
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Entity, File Number	01-13375
Entity, Tax Identification Number	31-0888951
Entity, Address, Address Line One	10000 Alliance Road
Entity, Address, City or Town	Cincinnati
Entity, Address, State or Province	OH
Entity, Address, Postal Zip Code	45242
City Area Code	513
Local Phone Number	793-3200
Written Communications	false
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Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	LYTS
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Entity, Emerging Growth Company	false
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