LSI INDUSTRIES INC 10-Q

lyts20201231_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 DECEMBER 31, 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 January 22, 2021, there were 26,435,719  shares of the registrant's common stock, no par value per share, outstanding.                LSI INDUSTRIES INC. FORM 10-Q FOR THE QUARTER ENDED DECEMBER 3 1 , 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    30                   ITEM 4. Controls and Procedures    30                PART II.  Other Information                        ITEM 5. Other Information   30              ITEM 6. Exhibits    32                Signatures   33   Page 2      PART I.  FINANCIAL INFORMATION   ITEM 1.  FINANCIAL STATEMENTS   LSI INDUSTRIES INC.     CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)       Three Months Ended     Six Months Ended       December 31     December 31   (In thousands, except per share data)   2020     2019     2020     2019                                     Net Sales   $ 76,387     $ 82,377     $ 146,393     $ 171,078                                     Cost of products and services sold     56,676       62,136       108,407       128,724                                     Severance costs     5       -       5       -                                     Restructuring costs     -       277       3       535                                     Gross profit     19,706       19,964       37,978       41,819                                     Selling and administrative expenses     17,004       18,151       33,074       38,013                                     Severance costs     16       54       16       54                                     Restructuring gains     -       ( 1 )     -       ( 4,847 )                                   Operating income     2,686       1,760       4,888       8,599                                     Interest (income)     ( 1 )     ( 1 )     ( 2 )     ( 2 )                                   Interest expense     63       234       121       666                                     Other (income) expense     ( 135 )     ( 91 )     ( 240 )     ( 9 )                                   Income before income taxes     2,759       1,618       5,009       7,944                                     Income tax expense (benefit)     551       ( 125 )     811       1,726                                     Net income   $ 2,208     $ 1,743     $ 4,198     $ 6,218                                                                       Earnings per common share (see Note 4)                                 Basic   $ 0.08     $ 0.07     $ 0.16     $ 0.24   Diluted   $ 0.08     $ 0.07     $ 0.15     $ 0.24                                                                       Weighted average common shares outstanding                                 Basic     26,639       26,280       26,580       26,257   Diluted     27,360       26,534       27,161       26,364     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     Six Months Ended       December 31     December 31   (In thousands)   2020     2019     2020     2019                                     Net Income   $ 2,208     $ 1,743     $ 4,198     $ 6,218                                     Foreign currency translation adjustment     102       29       147       6                                     Comprehensive Income   $ 2,310     $ 1,772     $ 4,345     $ 6,224     The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these financial statements.   Page 4     LSI INDUSTRIES INC.     CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)       December 31,     June 30,   (In thousands, except shares)   2020     2020                     ASSETS                                   Current assets                                   Cash and cash equivalents   $ 13,584     $ 3,517                     Accounts receivable, less allowance for doubtful accounts of $ 336 and $ 273 , respectively     44,475       37,836                     Inventories     34,825       38,752                     Refundable income tax     3,319       2,776                     Other current assets     3,214       2,977                     Total current assets     99,417       85,858                     Property, Plant and Equipment, at cost                 Land     3,943       3,933   Buildings     20,663       20,638   Machinery and equipment     68,298       67,796   Buildings under finance leases     2,033       2,033   Construction in progress     418       440         95,355       94,840   Less accumulated depreciation     ( 70,599 )     ( 68,305 ) Net property, plant and equipment     24,756       26,535                     Goodwill     10,373       10,373                     Other Intangible Assets, net     28,619       29,960                     Operating Lease Right-of-Use Assets     7,684       8,663                     Other Long-Term Assets, net     10,432       10,874                     Total assets   $ 181,281     $ 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)       December 31,     June 30,   (In thousands, except shares)   2020     2020                     LIABILITIES & SHAREHOLDERS' EQUITY                                   Current liabilities                 Accounts payable   $ 18,499     $ 14,216   Accrued expenses     22,737       20,433                     Total current liabilities     41,236       34,649                     Long-Term Debt     -       -                     Finance Lease Liabilities     1,631       1,755                     Operating Lease Liabilities     8,118       9,021                     Other Long-Term Liabilities     1,023       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 26,385,721 and 26,286,009 shares, respectively     129,622       127,713   Treasury shares, without par value     ( 1,692 )     ( 1,121 ) Deferred compensation plan     1,692       1,121   Retained (loss)     ( 403 )     ( 1,920 ) Accumulated other comprehensive income (loss)     54       ( 93 )                   Total shareholders' equity     129,273       125,700                     Total liabilities & shareholders' equity   $ 181,281     $ 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       Number Of             Number Of             Compensation     Comprehensive     Earnings     Shareholders'   (In thousands, except per share data)   Shares     Amount     Shares     Amount     Amount     Income     (Loss)     Equity                                                                     Balance at June 30, 2019     26,176     $ 125,729       ( 209 )   $ ( 1,468 )   $ 1,468       16     $ ( 5,808 )   $ 119,937                                                                     Net Income     -       -       -       -       -       -       6,218       6,218   Other comprehensive income     -       -       -       -       -       6       -       6   Stock compensation awards     36       150       -       -       -       -       -       150   Restricted stock units issued     18       -       -       -       -       -       -       -   Shares issued for deferred compensation     10       47       -       -       -       -       -       47   Activity of treasury shares, net     -       -       87       660       -       -       -       660   Deferred stock compensation     -       -       -       -       ( 660 )     -       -       ( 660 ) Stock compensation expense     -       597       -       -       -       -       -       597   Stock options exercised, net     6       29       -       -       -       -       -       29   Dividends — $ 0.20 per share     -       -       -       -       -       -       ( 2,643 )     ( 2,643 ) Cumulative effect of adoption of accounting guidance     -       -       -       -       -       -       ( 428 )     ( 428 )                                                                   Balance at December 31, 2019     26,246     $ 126,552       ( 122 )   $ ( 808 )   $ 808     $ 22     $ ( 2,661 )   $ 123,913           Common Shares     Treasury Shares     Key Executive     Accumulated Other     Retained     Total       Number Of             Number Of             Compensation     Comprehensive     Earnings     Shareholders'       Shares     Amount     Shares     Amount     Amount       Income (Loss)     (Loss)        Equity                                                                     Balance at June 30, 2020     26,466     $ 127,713       ( 180 )   $ ( 1,121 )   $ 1,121       ( 93 )   $ ( 1,920 )   $ 125,700                                                                     Net Income     -       -       -       -       -       -       4,198       4,198   Other comprehensive income     -       -       -       -       -       147       -       147   Stock compensation awards     25       150       -       -       -       -       -       150   Restricted stock units issued     28       -       -       -       -       -       -       -   Shares issued for deferred compensation     96       679       -       -       -       -       -       679   Activity of treasury shares, net     -       -       ( 83 )     ( 571 )     -       -       -       ( 571 ) Deferred stock compensation     -       -       -       -       571       -       -       571   Stock compensation expense     -       902       -       -       -       -       -       902   Stock options exercised, net     33       178       -       -       -       -       -       178   Dividends — $ 0.20 per share     -       -       -       -       -       -       ( 2,681 )     ( 2,681 )                                                                   Balance at December 31, 2020     26,648     $ 129,622       ( 263 )   $ ( 1,692 )   $ 1,692     $ 54     $ ( 403 )   $ 129,273     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)       Six Months Ended       December 31   (In thousands)   2020     2019                     Cash Flows from Operating Activities                 Net income   $ 4,198     $ 6,218   Non-cash items included in net income                 Depreciation and amortization     4,023       4,551   Deferred income taxes     315       1,893   Deferred compensation plan     679       47   Stock compensation expense     902       597   Issuance of common shares as compensation     150       150   Gain on disposition of fixed assets     -       ( 4,753 ) Allowance for doubtful accounts     96       ( 356 ) Inventory obsolescence reserve     817       ( 212 )                   Changes in certain assets and liabilities                 Accounts receivable     ( 6,476 )     10,552   Inventories     3,195       413   Refundable income taxes     ( 522 )     ( 112 ) Accounts payable     3,933       1,864   Accrued expenses and other     834       406   Customer prepayments     1,273       ( 355 ) Net cash flows provided by operating activities     13,417       20,903                     Cash Flows from Investing Activities                 Purchases of property, plant and equipment     ( 880 )     ( 1,119 ) Proceeds from the sale of fixed assets     -       12,340   Net cash flows (used in) provided by investing activities     ( 880 )     11,221                     Cash Flows from Financing Activities                 Payments of long-term debt     -       ( 99,746 ) Borrowings of long-term debt     -       70,642   Cash dividends paid     ( 2,639 )     ( 2,643 ) Shares withheld for employees' taxes     ( 28 )     ( 124 ) Payments on financing lease obligations     ( 118 )     -   Proceeds from stock option exercises     178       29   Net cash flows used in financing activities     ( 2,607 )     ( 31,842 )                   Change related to foreign currency     137       -                     Increase in cash and cash equivalents     10,067       282                     Cash and cash equivalents at beginning of period     3,517       966                     Cash and cash equivalents at end of period   $ 13,584     $ 1,248      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 December 31, 2020, the results of its operations for the three and six month periods ended December 31, 2020 and 2019, and its cash flows for the six month periods ended December 31, 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:   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.   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 below presents a reconciliation of the disaggregation by reportable segments:       Three Months Ended     Six Months Ended   (In thousands)   December 31, 2020     December 31, 2020       Lighting Segment     Graphics Segment     Lighting Segment     Graphics Segment   Timing of revenue recognition                                 Products and services transferred at a point in time   $ 39,941     $ 15,987     $ 79,981     $ 30,441   Products and services transferred over time     5,185       15,274       10,550       25,421       $ 45,126     $ 31,261     $ 90,531     $ 55,862           Three Months Ended     Six Months Ended       December 31, 2020     December 31, 2020       Lighting Segment     Graphics Segment     Lighting Segment     Graphics Segment   Type of Product and Services                                 LED lighting, digital signage solutions, electronic circuit boards   $ 40,514     $ 6,870     $ 78,383     $ 11,951   Poles, printed graphics, non-LED lighting     4,154       15,392       11,228       29,717   Project management, installation services, shipping and handling     458       8,999       920       14,194       $ 45,126     $ 31,261     $ 90,531     $ 55,862     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 and six months ended December 31, 2020 and 2019.  There was no concentration of accounts receivable at December 31, 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 December 31, 2020 and December 31, 2019:       Three Months Ended     Six Months Ended   (In thousands)   December 31     December 31       2020     2019     2020     2019   Net Sales:                                 Lighting Segment   $ 45,126     $ 53,436     $ 90,531     $ 116,627   Graphics Segment     31,261       28,941       55,862       54,451       $ 76,387     $ 82,377     $ 146,393     $ 171,078                                     Operating Income (Loss):                                 Lighting Segment   $ 2,134     $ 3,150     $ 5,722     $ 12,309   Graphics Segment     3,143       1,362       4,966       2,379   Corporate and Eliminations     ( 2,591 )     ( 2,752 )     ( 5,800 )     ( 6,089 )     $ 2,686     $ 1,760     $ 4,888     $ 8,599                                     Capital Expenditures:                                 Lighting Segment   $ 275     $ 557     $ 644     $ 887   Graphics Segment     40       45       67       45   Corporate and Eliminations     160       162       169       187       $ 475     $ 764     $ 880     $ 1,119                                     Depreciation and Amortization:                                 Lighting Segment   $ 1,610     $ 1,661     $ 3,229     $ 3,439   Graphics Segment     304       374       662       760   Corporate and Eliminations     76       117       132       352       $ 1,990     $ 2,152     $ 4,023     $ 4,551           December 31, 2020     June 30, 2020   Identifiable Assets:                 Lighting Segment   $ 115,265     $ 118,819   Graphics Segment     37,085       35,021   Corporate and Eliminations     28,931       18,423       $ 181,281     $ 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     Six Months Ended   (In thousands)   December 31     December 31       2020     2019     2020     2019   Lighting Segment inter-segment net sales   $ 5,038     $ 860     $ 9,118     $ 1,671                                     Graphics Segment inter-segment net sales   $ 75     $ 74     $ 113     $ 98     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     Six Months Ended       December 31     December 31       2020     2019     2020     2019                                     BASIC EARNINGS PER SHARE                                                                   Net income   $ 2,208     $ 1,743     $ 4,198     $ 6,218                                     Weighted average shares outstanding during the period, net of treasury shares     26,367       26,101       26,343       26,063   Weighted average vested restricted stock units outstanding     20       39       15       31   Weighted average shares outstanding in the Deferred Compensation Plan during the period     252       140       222       163   Weighted average shares outstanding     26,639       26,280       26,580       26,257                                     Basic income per share   $ 0.08     $ 0.07     $ 0.16     $ 0.24                                                                       DILUTED EARNINGS PER SHARE                                                                   Net income   $ 2,208     $ 1,743     $ 4,198     $ 6,218                                     Weighted average shares outstanding:                                                                   Basic     26,639       26,280       26,580       26,257                                     Effect of dilutive securities (a):                                 Impact of common shares to be issued under stock option plans, and contingently issuable shares, if any     721       254       581       107   Weighted average shares outstanding     27,360       26,534       27,161       26,364                                     Diluted income per share   $ 0.08     $ 0.07     $ 0.15     $ 0.24                                                                       Anti-dilutive securities (b)     1,062       1,904       1,101       2,506       (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 and six months ended December 31, 2020 and December 31, 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:         December 31,     June 30,   (In thousands)   2020     2020                     Inventories:                 Raw materials   $ 25,541     $ 27,331   Work-in-progress     1,189       1,566   Finished goods     8,095       9,855   Total Inventories   $ 34,825     $ 38,752         NOTE 6  - ACCRUED EXPENSES   The following information is provided as of the dates indicated:       December 31,     June 30,   (In thousands)   2020     2020                     Accrued Expenses:                 Accrued warranty   $ 6,275     $ 6,956   Compensation and benefits     4,754       5,271   Customer prepayments     2,985       1,698   Accrued FICA     2,189       730   Accrued sales commissions     1,757       1,289   Operating lease liabilities     298       376   Finance lease liabilities     245       239   Other accrued expenses     4,234       3,874   Total Accrued Expenses   $ 22,737     $ 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 on the dates or for the periods indicated:   Goodwill                         (In thousands)   Lighting     Graphics               Segment     Segment     Total   Balance as of December 31, 2020                         Goodwill   $ 70,971     $ 28,690     $ 99,661   Accumulated impairment losses     ( 61,763 )     ( 27,525 )     ( 89,288 ) Goodwill, net as of December 31, 2020   $ 9,208     $ 1,165     $ 10,373                             Balance as of June 30, 2020                         Goodwill   $ 86,711     $ 28,690     $ 115,401   Accumulated impairment losses     ( 77,503 )     ( 27,525 )     ( 105,028 ) Goodwill, net as of June 30, 2020   $ 9,208     $ 1,165     $ 10,373     In the second quarter of fiscal 2021, the Company wrote-off the goodwill and impairment loss for a dissolved entity. The net impact to the consolidated financial statements, including the goodwill, net balance, was zero.   The following table presents the gross carrying amount and accumulated amortization by each major asset class:   Other Intangible Assets   December 31, 2020   (In thousands)   Gross                       Carrying     Accumulated     Net       Amount     Amortization     Amount   Amortized Intangible Assets                         Customer relationships   $ 30,163     $ 9,758     $ 20,405   Patents     268       222       46   LED technology firmware, software     16,066       13,094       2,972   Trade name     2,658       884       1,774   Total Amortized Intangible Assets     49,155       23,958       25,197                             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   $ 52,577     $ 23,958     $ 28,619     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     Page 15     In the second quarter of fiscal 2021, the Company wrote-off intangible assets’ gross carrying amount and accumulated amortization for a dissolved entity. The net impact to the consolidated financial statements, including the total other intangible assets, was zero.       Three Months Ended     Six Months Ended       December 31     December 31   (In thousands)   2020     2019     2020     2019                                     Amortization Expense of Other Intangible Assets   $ 670     $ 671     $ 1,341     $ 1,346     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   The Company has a $ 75 million secured line of credit that 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 third 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 December 31, 2020, there were no borrowings against the line of credit, and $ 75.0 million was available as of that date.   The Company is in compliance with all of its loan covenants as of December 31, 2020.     NOTE 9  -  CASH DIVIDENDS   The Company paid cash dividends of $ 2.6 million in both the six months ended December 31, 2020 and December 31, 2019. Dividends on restricted stock units in the amount of $ 104,346 and $ 52,383 were accrued as of December 31, 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 January 2021, the Board of Directors declared a regular quarterly cash dividend of $ 0.05 per share payable February 9, 2021 to shareholders of record as of February 1, 2021 . 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 2,839,677 as of December 31, 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 half of fiscal 2021, the Company granted 318,406 non-qualified stock options with a weighted average exercise price of $ 6.86 , 134,017 PSUs with a weighted average fair value of $ 6.80 and 133,126 RSUs with a weighted average fair value of $ 6.81 . Stock compensation expense was $ 0.4 million and $ 0.2 million for the three months ended December 31, 2020 and 2019, respectively, and $ 0.9 million and $ 0.6 million for the six months ended December 31, 2020 and 2019, respectively.   Page 16       NOTE 1 1  -  SUPPLEMENTAL CASH FLOW INFORMATION       Six Months Ended   (In thousands)   December 31       2020     2019   Cash Payments:                 Interest   $ 48     $ 742   Income taxes   $ 1,123     $ -                     Non-cash investing and financing activities                 Issuance of common shares as compensation   $ 150     $ 150   Issuance of common shares to fund deferred compensation plan   $ 679     $ 47       NOTE 1 2 - 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 December 31, 2020, there were no such standby letters of credit issued.     NOTE 1 3 – SEVERANCE COSTS The activity in the Company’s accrued severance liability is as follows for the periods indicated:       Six Months     Six Months     Fiscal Year       Ended     Ended     Ended       December 31,     December 31,     June 30,   (In thousands)   2020     2019     2020                             Balance at beginning of period   $ 639     $ 1,134     $ 1,134   Accrual of expense     21       46       344   Payments     ( 392 )     ( 319 )     ( 839 ) Balance at end of period   $ 268     $ 861     $ 639     The $ 0.3 million severance reserve reported as of December 31, 2020 has been classified as a current liability and will be paid out over the next twelve months.     NOTE 1 4 – 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.   Restructuring costs incurred in the second quarter of fiscal 2020 related to the realignment of the Company’s manufacturing footprint at its Houston, Texas facility, which impacted the Graphics segment.   Page 17     The following table presents information about restructuring costs for the periods indicated:       Three Months Ended     Six Months Ended       December 31     December 31   (In thousands)   2020     2019     2020     2019                                     Exit costs   $ -     $ -     $ 3     $ 184   Impairment of fixed assets and accelerated depreciation     -       -       -       49   Gain on sale of facility     -       -       -       ( 4,821 ) Manufacturing realignment costs     -       276       -       276   Total   $ -     $ 276     $ 3     $ ( 4,312 )   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                     December 31,   (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 seven years some of which have an option to renew. The Company does not assume renewals in determining the lease term unless the renewals are deemed reasonably certain. The lease agreements do not contain any material residual guarantees or material variable lease payments.   The Company has periodically entered into short-term operating leases with an initial term of twelve months or less. The Company elected not to record these leases on the balance sheet. For the three and six months ended December 31, 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 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     Six months ended       December 31     December 31   (In thousands)   2020     2019     2020     2019                                     Operating lease cost   $ 565     $ 575     $ 1,138     $ 1,162   Financing lease cost:                                 Amortization of right of use assets     72       -       145       -   Interest on lease liabilities     23       -       47       -   Variable lease cost     1       -       2       -   Total lease cost   $ 661     $ 575     $ 1,332     $ 1,162     Page 18     Supplemental Cash Flow Information:                                       December 31   (In thousands)   2020     2019                     Cash flows from operating leases                 Fixed payments - operating cash flows   $ 1,141     $ 1,139   Liability reduction - operating cash flows   $ 929     $ 885                     Cash flows from finance leases                 Interest - operating cash flows   $ 47     $ -   Repayments of principal portion - financing cash flows   $ 118     $ -     Operating Leases:   December 31,     June 30,         2020      2020                     Total operating right-of-use assets   $ 7,684     $ 8,663                     Accrued expenses (Current liabilities)   $ 298     $ 376   Long-term operating lease liability     8,118       9,021   Total operating lease liabilities   $ 8,416     $ 9,397                     Weighted Average remaining Lease Term (in years)     4.13       4.59                     Weighted Average Discount Rate     4.85 %     4.85 %   Finance Leases:   December 31,     June 30,       2020     2020                     Buildings under finance leases   $ 2,033     $ 2,033   Accumulated depreciation     ( 194 )     ( 48 ) Total finance lease assets, net   $ 1,839     $ 1,985                     Accrued expenses (Current liabilities)   $ 245     $ 239   Long-term finance lease liability     1,631       1,755   Total finance lease liabilities   $ 1,876     $ 1,994                     Weighted Average remaining Lease Term (in years)     6.33       6.83                     Weighted Average Discount Rate     4.86 %     4.86 %   Page 19     Maturities of Lease Liability:   Operating Lease Liabilities     Finance Lease Liabilities   2021   $ 1,387     $ 210   2022     2,278       329   2023     2,227       329   2024     1,913       335   2025     1,345       362   Thereafter     357       664   Total lease payments     9,507       2,229   Less: Interest     ( 1,091 )     ( 353 ) Present Value of Lease Liabilities   $ 8,416     $ 1,876       NOTE 1 6 – 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     Six Months Ended       December 31     December 31       2020     2019     2020     2019   Reconciliation of effective tax rate:                                                                   Provision for income taxes at the anticipated annual tax rate     25.0 %     ( 2.6 )%     24.5 %     18.1 % Uncertain tax positions     ( 4.8 )     ( 5.5 )     ( 2.2 )     ( 0.7 ) Tax rate changes     -       -       ( 7.0 )     -   Shared-based compensation     ( 0.2 )     0.3       0.9       3.5   Other     -       -       -       0.8   Effective tax rate     20.0 %     ( 7.8 )%     16.2 %     21.7 %   Page 20       ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS   N ote 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 continues 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. Future developments, such as the actions taken by governmental authorities in response to future outbreaks are highly uncertain and unpredictable, 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     Six Months Ended       December 31     December 31   (In thousands)   2020     2019     2020     2019                                     Lighting Segment   $ 45,126     $ 53,436     $ 90,531     $ 116,627   Graphics Segment     31,261       28,941       55,862       54,451       $ 76,387     $ 82,377     $ 146,393     $ 171,078     Operating Income (Loss) by Business Segment                                     Three Months Ended     Six Months Ended       December 31     December 31   (In thousands)   2020     2019     2020     2019                                     Lighting Segment   $ 2,134     $ 3,150     $ 5,722     $ 12,309   Graphics Segment     3,143       1,362       4,966       2,379   Corporate and Eliminations     (2,591 )     (2,752 )     (5,800 )     (6,089 )     $ 2,686     $ 1,760     $ 4,888     $ 8,599     Page 21     Summary of Consolidated Results   Net sales of $76.4 million for the three months ended December 31, 2020 decreased $6.0 million or 7% as compared to net sales of $82.4 million for the three months ended December 31, 2019. Net sales were unfavorably influenced by decreased net sales of the Lighting Segment (a decrease of $8.3 million or 16%), partially offset by increased net sales of the Graphics Segment (an increase of $2.3 million or 8%).   Net sales of $146.4 million for the six months ended December 31, 2020 decreased $24.7 million or 14% as compared to net sales of $171.1 million for the six months ended December 31, 2019. Net sales were unfavorably influenced by decreased net sales of the Lighting Segment (a decrease of $26.1 million or 22%), partially offset by increased net sales of the Graphics Segment (an increase of $1.4 million or 3%).   Operating income of $2.7 million for the three months ended December 31, 2020 represents a $0.9 million increase from operating income of $1.8 million in the three months ended December 31, 2019. When the impact of restructuring and plant closure costs, stock compensation expense and severance costs are removed from the operating results, adjusted operating income, a Non-GAAP measure, was $3.1 million in the three months ended December 31, 2020 compared to $2.3 million in the three months ended December 31, 2019. Refer to “Non-GAAP Financial Measures” below.   Operating income of $4.9 million for the six months ended December 31, 2020 represents a $3.7 million decrease from operating income of $8.6 million in the six months ended December 31, 2019. The $3.7 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, stock compensation expense and severance costs are removed from the operating results, adjusted operating income, a Non-GAAP measure, was $5.8 million in the six months ended December 31, 2020 compared to $4.9 million in the six months ended December 31, 2019. Refer to “Non-GAAP Financial Measures” below.   As of December 31, 2020, we reported a cash balance of $13.6 million and no long-term debt. 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), stock compensation expense and severance costs 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       December 31   (In thousands)   2020     2019                     Operating Income as reported   $ 2,686     $ 1,760                     Stock compensation expense     397       199                     Severance costs     21       54                     Restructuring and plant closure costs     -       276                     Adjusted Operating Income   $ 3,104     $ 2,289     Page 22     Reconciliation of net income to adjusted net income                                         Three Months Ended       December 31   (In thousands, except per share data)   2020     2019                 Diluted EPS               Diluted EPS                                         Net Income as reported   $ 2,208       $ 0.08     $ 1,743       $ 0.07                                         Stock compensation expense     318   (1)     0.01       161   (3)     0.01                                         Severance costs     17   (2)     -       44   (4)     -                                         Restructuring and plant closure costs     -         -       223   (5)     0.01                                         Tax impact due to the change in the estimated annual tax rate used for GAAP reporting purposes     -         -       (436 )       (0.02 )                                       Net Income adjusted   $ 2,543       $ 0.09     $ 1,735       $ 0.07     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) $79 (2) $4 ( 3 ) $38 ( 4 ) $10 ( 5 ) $53   Reconciliation of operating income to adjusted operating income:                     Six Months Ended       December 31   (In thousands)   2020     2019                     Operating Income as reported   $ 4,888     $ 8,599                     Stock compensation expense     902       597                     Severance costs     21       54                     Restructuring, plant closure costs (gains) and related inventory write-downs     3       (4,312 )                   Adjusted Operating Income   $ 5,814     $ 4,938     Reconciliation of net income to adjusted net income                                         Six Months Ended       December 31   (In thousands, except per share data)   2020     2019                 Diluted EPS               Diluted EPS                                         Net Income as reported   $ 4,198       $ 0.15     $ 6,218       $ 0.24                                         Stock compensation expense     698    (1)     0.03       460    (4)     0.02                                         Severance costs     17    (2)     -       44    (5)     -                                         Restructuring, plant closure costs (gains) and related inventory write-downs     2    (3)     -       (3,223 )  (6)     (0.12 )                                       Tax impact due to the change in the estimated annual tax rate used for GAAP reporting purposes     (297 )       (0.01 )     (160 )       (0.01 )                                       Net Income adjusted   $ 4,618       $ 0.17     $ 3,339       $ 0.13     Page 23     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) $204 ( 2 ) $4 ( 3 ) $1 ( 4 ) $137 ( 5 ) $10 ( 6 ) ($1,089)   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     Six Months Ended       December 31     December 31   (In thousands)   2020     2019     2020     2019                                     Operating Income as reported   $ 2,686     $ 1,760     $ 4,888     $ 8,599                                     Depreciation and Amortization     1,990       2,152       4,023       4,551                                     EBITDA   $ 4,676     $ 3,912     $ 8,911     $ 13,150                                     Stock compensation expense     397       199       902       597                                     Severance costs     21       54       21       54                                     Restructuring, plant closure costs (gains) and related inventory write-downs     -       276       3       (4,312 )                                   Adjusted EBITDA   $ 5,094     $ 4,441     $ 9,837     $ 9,489     Reconciliation of cash flow from operations to free cash flow                                     Three Months Ended     Six Months Ended       December 31     December 31   (In thousands)   2020     2019     2020     2019                                     Cash Flow from Operations   $ 5,778     $ 14,544     $ 13,417     $ 20,903                                     Proceeds from sale of fixed assets     -       -       -       12,332                                     Capital expenditures     (475 )     (764 )     (880 )     (1,119 )                                   Free Cash Flow   $ 5,303     $ 13,780     $ 12,537     $ 32,116     Reconciliation of Net Debt                     December 31,     June 30,   (In thousands)   2020     2020                     Long-Term Debt as reported   $ -     $ -                     Less:                 Cash and cash equivalents as reported     13,584       3,517                     Net Debt   $ (13,584 )   $ (3,517 )   Page 24     Results of Operations   THREE MONTHS ENDED DECEMBER 31 , 2020 COMPARED TO THREE MONTHS ENDED DECEMBER 31 , 2019   Lighting Segment                     Three Months Ended       December 31   (In thousands)   2020     2019                     Net Sales   $ 45,126     $ 53,436   Gross Profit   $ 13,704     $ 15,501   Operating Income   $ 2,134     $ 3,150     Lighting Segment net sales of $45.1 million in the three months ended December 31, 2020 decreased 16% from net sales of $53.4 million in the same period in fiscal 2020. The impact of COVID-19 disruptions on construction markets continued to adversely affect sales in the Lighting segment.   Gross profit of $13.7 million in the three months ended December 31, 2020 decreased $1.8 million or 12% from the same period of fiscal 2020. Gross profit as a percentage of net sales was 30.4% in the three months ended December 31, 2020 compared to 29.0% in the same period of fiscal 2020. The growth in gross profit as a percentage of net sales reflects the ongoing impact of our focus on higher-value market applications and cost management.   Selling and administrative expenses of $11.6 million in the three months ended December 31, 2020 decreased $0.8 million from the same period of fiscal 2020, primarily driven by programs to reduce spending as a result of the pandemic.   Lighting Segment operating income of $2.1 million for the three months ended December 31, 2020 decreased $1.0 million from operating income of $3.1 million in the same period of fiscal 2020 primarily due to lower sales partially offset by lower operating expenses.   Graphics Segment                     Three Months Ended       December 31   (In thousands)   2020     2019                     Net Sales   $ 31,261     $ 28,941   Gross Profit   $ 6,006     $ 4,465   Operating Income   $ 3,143     $ 1,362     Graphics Segment net sales of $31.3 million in the three months ended December 31, 2020 increased $2.3 million or 8% from net sales of $28.9 million in the same period in fiscal 2020. The increase in sales is due to growth in our Grocery and Quick-Service Restaurants verticals.   Gross profit of $6.0 million in the three months ended December 31, 2020 increased $1.5 million or 35% from the same period of fiscal 2020. Gross profit as a percentage of net sales increased to 19.2% in the three months ended December 31, 2020 compared to 15.4% in the same period in fiscal 2020, primarily within the Petroleum and Grocery verticals.   Selling and administrative expenses of $2.9 million decreased $0.2 million from $3.1 million in the same period of fiscal 2020. The decrease in selling and administrative expenses was due to programs to reduce spending as a result of the pandemic.   Graphics Segment operating income of $3.1 million in the three months ended December 31, 2020 increased $1.8 million from operating income of $1.4 million in the same period of fiscal 2020. The increase of $1.8 million was primarily due to improved gross profit margin and a reduction in operating expenses.   Page 25     Corporate and Eliminations                     Three Months Ended       December 31   (In thousands)   2020     2019                     Gross Profit (Loss)   $ (4 )   $ (2 ) Operating (Loss)   $ (2,591 )   $ (2,752 )   The gross profit (loss) relates to the change in the intercompany profit in inventory elimination.   Administrative expenses of $2.6 million in the three months ended December 31, 2020 decreased $0.2 million or 6% from the same period of fiscal 2020. The net decrease was the result of programs to contain and reduce costs during the pandemic.   Consolidated Results   We reported $0.1 million net interest expense in the three months ended December 31, 2020 compared to $0.2 million net interest expense in the three months ended December 31, 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 both the three months ended December 31, 2020 and 2019, both of which are related to net foreign exchange currency transaction gains and losses through our Mexican subsidiary.   The $0.6 million income tax expense in the three months ended December 31, 2020 represents a consolidated effective tax rate of 20.0%. This compares to a $0.1 million income tax benefit in the three months ended December 31, 2019 due to the utilization of a capital loss carryforward related to the capital gain on the sale of the North Canton, Ohio facility.    We reported net income of $2.2 million in the three months ended December 31, 2020 compared to net income of $1.7 million in the three months ended December 31, 2019. Non-GAAP adjusted net income was $2.5 million for the three months ended December 31, 2020 compared to adjusted net income of $1.7 million for the three months ended December 31, 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, reduction in operating expenses and decreased interest expense, partially offset by decreased net sales. Diluted earnings per share of $0.08 was reported in the three months ended December 31, 2020 as compared to $0.07 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 December 31, 2020 were 27,360,000 shares as compared to 26,534,000 shares in the same period last year.   SIX MONTHS ENDED DECEMBER 31, 2020 COMPARED TO SIX MONTHS ENDED DECEMBER 31, 2019   Lighting Segment                     Six Months Ended       December 31   (In thousands)   2020     2019                     Net Sales   $ 90,531     $ 116,627   Gross Profit   $ 27,530     $ 32,720   Operating Income   $ 5,722     $ 12,309     Lighting Segment net sales of $90.5 million in the six months ended December 31, 2020 decreased 22% from net sales of $116.6 million in the same period in fiscal 2020. The impact of COVID-19 disruptions on construction markets continues to adversely affect sales in the Lighting segment.   Gross profit of $27.5 million in the six months ended December 31, 2020 decreased $5.2 million or 16% from the same period of fiscal 2020. Gross profit as a percentage of net sales was 30.4% in the six months ended December 31, 2020 compared to 28.1% in the same period of fiscal 2020. The growth in gross profit as a percentage of net sales reflects the ongoing impact of our focus on higher-value market applications and cost management.   Selling and administrative expenses of $21.8 million in the six months ended December 31, 2020 increased $1.4 million from 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 the prior year, partially offset by programs to reduce spending as a result of the pandemic   Page 26     Lighting Segment operating income of $5.7 million for the six months ended December 31, 2020 decreased $6.6 million from operating income of $12.3 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 the first half of fiscal 2020. Non-GAAP adjusted operating income was $5.9 million in the six months ended December 31, 2020 compared to adjusted operating income of $7.7 million in the six months ended December 31, 2019 (refer to the Non-GAAP table below for a reconciliation of Lighting Segment operating income to adjusted operating income).   Reconciliation of Lighting Segment operating income to adjusted operating income:                     Six Months Ended       December 31   (In thousands)   2020     2019                     Operating Income   $ 5,722     $ 12,309   Stock compensation expense     175       75   Severance     2       18   Restructuring and plant closure costs (gains)     -       (4,651 ) Adjusted operating income   $ 5,899     $ 7,751     Graphics Segment                     Six Months Ended       December 31   (In thousands)   2020     2019                     Net Sales   $ 55,862     $ 54,451   Gross Profit   $ 10,448     $ 9,091   Operating Income   $ 4,966     $ 2,379     Graphics Segment net sales of $55.9 million in the six months ended December 31, 2020 increased $1.4 million or 3% from net sales of $54.5 million in the same period in fiscal 2020. The increase in sales is from growth in our Grocery and Quick-Service Restaurants verticals partially offset by a reduction in our Petroleum vertical.   Gross profit of $10.4 million in the six months ended December 31, 2020 increased $1.4 million or 15% from the same period of fiscal 2020. Gross profit as a percentage of net sales increased to 18.7 % in the six months ended December 31, 2020 compared to 16.7% in the same period in fiscal 2020, primarily within our Petroleum and Grocery verticals.   Selling and administrative expenses of $5.5 million decreased $1.2 million from $6.7 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 restructuring executed in the second half of fiscal 2020 and a program to reduce spending as a result of the pandemic.   Graphics Segment operating income of $5.0 million in the six months ended December 31, 2020 increased $2.6 million from operating income of $2.4 million in the same period of fiscal 2020. The increase of $2.6 million was primarily due to improved gross profit margin and a reduction in operating expenses.   Corporate and Eliminations                     Six Months Ended       December 31   (In thousands)   2020     2019                     Gross Profit (Loss)   $ -     $ 8   Operating (Loss)   $ (5,800 )   $ (6,089 )   The gross profit relates to the change in the intercompany profit in inventory elimination.   Administrative expenses of $5.8 million in the six months ended December 31, 2020 decreased $0.3 million or 5% from the same period of fiscal 2020. The net decrease was the result of conscientious efforts to contain and reduce costs during the pandemic.   Page 27     Consolidated Results   We reported $0.1 million net interest expense in the six months ended December 31, 2020 compared to $0.7 million net interest expense in the six months ended December 31, 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 $0.2 million in the six months ended December 31, 2020 compared to other income of $9,000 in the six months ended December 31, 2019, both of which are related to net foreign exchange currency transaction gains and losses through our Mexican subsidiary.   The $0.8 million income tax expense in the six months ended December 31, 2020 represents a consolidated effective tax rate of 16.2% and was driven by a favorable deferred tax asset adjustment related to a net operating loss carryback from the CARES Act. The $1.7 million income tax expense in the six months ended December 31, 2019 represents a consolidated effective tax rate of 21.7% influenced mostly by a discrete item related to stock-based compensation expense and the utilization of a capital loss carryforward related to the capital gain on the sale of the North Canton, Ohio facility.   We reported net income of $4.2 million in the six months ended December 31, 2020 compared to net income of $6.2 million in the six months ended December 31, 2019. Non-GAAP adjusted net income was $4.6 million for the six months ended December 31, 2020 compared to adjusted net income of $3.3 million for the six months ended December 31, 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 and a lower effective tax rate, partially offset by decreased net sales. Diluted earnings per share of $0.15 was reported in the six months ended December 31, 2020 as compared to $0.24 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 six months ended December 31, 2020 were 27,161,000 shares as compared to 26,364,000 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 December 31, 2020, we had working capital of $58.2 million compared to $51.2 million at June 30, 2020. The ratio of current assets to current liabilities was 2.41 to 1 as compared to a ratio of 2.48 to 1 at June 30, 2020. The $7.0 million increase in working capital from June 30, 2020 to December 31, 2020 is primarily driven by a $10.1 million increase in cash. While working capital has increased, non-cash working capital decreased as we continue to effectively manage it in the face of constantly changing market conditions due to COVID-19.   Net accounts receivable was $44.5 million and $37.8 million at December 31, 2020 and June 30, 2020, respectively. DSO decreased to 52 days at December 31, 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 $34.8 million at December 31, 2020 decreased $3.9 million from $38.8 million at June 30, 2020. The decrease of $3.9 million is the result of a decrease in gross inventory of $3.6 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 $4.2 million in the six months ended December 31, 2020 in the Lighting Segment which was partially offset by an increase in net inventory in the Graphics Segment of $0.3 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 January 22, 2021. 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 generated $13.4 million of cash from operating activities in the six months ended December 31, 2020 as compared to $20.9 million in the same period of fiscal 2020. This $7.5 million decrease in net cash flows from operating activities is the result of a $10.2 million decrease in accounts receivable in the six months ended December 31, 2019, partially offset by our improved earnings in the current year period.   Page 28     We used $0.9 million of cash related to investing activities in the six months ended December 31, 2020 as compared to $11.2 million of cash provided by investing activities in the same period of fiscal 2020, resulting in a decrease of $12.1 million. Capital expenditures were $0.9 million in the six months ended December 31, 2020 compared to $1.1 million in the same period in fiscal 2020. We sold our New Windsor manufacturing facility for $12.3 million in the six months ended December 31, 2019, which was the primary contributing factor to the decrease in cash flow from investing activities from fiscal 2020 to fiscal 2021.   We used $2.6 million of cash related to financing activities in the six months ended December 31, 2020 compared to $31.8 million in the six months ended December 31, 2019. The $29.2 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 and cash flow from investments due to the sale of the New Windsor facility.   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 January 2021, the Board of Directors declared a regular quarterly cash dividend of $0.05 per share payable February 9, 2021 to shareholders of record as of February 1, 2021. 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 29     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 December 31, 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 December 31, 2020, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.   ITEM 5. OTHER INFORMATION   Effective January 26, 2021, the Company entered into Change in Control Agreements and Supplemental Benefits Agreements with each of the following executive officers: James A. Clark, Chief Executive Officer; James E. Galeese, Executive Vice President and Chief Financial Officer; and Thomas A. Caneris, Senior Vice President, Human Resources and General Counsel.   The Change in Control Agreements provide that if the executive’s employment terminates during a change in control period (generally defined as the twenty-four months after a change in control) other than in connection with death, disability, “cause” or “good reason,” (each as defined in such agreements), he is entitled to a severance payment equal to a multiple of his then-current base salary plus his target bonus for the severance period. The multiple for Mr. Clark is two and one-half times (2.5x); the multiple for each of Mr. Galeese and Mr. Caneris is two times (2.0x). The agreements provide for continued participation in medical and dental plans, with full COBRA payments to be paid by the Company. The agreements also provide that in the event of a change in control and upon a subsequent qualifying termination of employment, unless the successor company agrees to assume, replace or substitute the executive’s stock options, restricted stock awards, and/or restricted stock unit awards (“RSUs”), such awards shall become vested in full and exercisable in their entirety. The agreements further provide that in the event of a change in control all performance stock units granted to the executive will convert at the target performance level into time-based RSUs vesting in equal installments over three years.   Page 30     The Supplemental Benefits Agreements provide that if the executive’s employment is terminated by the Company without “cause” or the executive terminates his employment for “good reason” (each as defined in such agreements), at any time outside of a change in control period (generally defined as the twenty-four months after a change in control), the executive is entitled to a severance payment equal to a multiple of the sum of one year of base salary and his annual target bonus. The multiple for Mr. Clark is one and one-half times (1.5x); the multiple for each of Mr. Galeese and Mr. Caneris is one time (1.0x). The agreements provide that if the executive’s employment is terminated by the Company without “cause,” the executive terminates his employment for “good reason” or in the event of the executive’s retirement when the executive satisfies applicable retirement criteria, or in the event of executive’s death or disability: (A) all unvested stock options (other than stock options that may vest upon the achievement of performance conditions) shall immediately and without further action become fully vested; and (B) all unvested stock options that may vest upon the achievement of performance conditions, all unvested restricted stock unit awards, all unvested restricted stock awards and all unvested performance stock unit awards shall continue to vest pursuant to their original vesting schedules. The agreements also provide for continuation of coverage under group health plans maintained by the Company, additional cash COBRA payments for six months (in the case of Mr. Clark only) and non-competition covenants.   The description above of the change in control agreements is qualified in its entirety by the Form of Change in Control Agreement filed with this report as Exhibit 10.1 which is incorporated herein by reference. The description above of the supplemental benefits agreements is qualified in its entirety by the Form of Supplemental Benefits Agreement filed with this report as Exhibit 10.2 which is incorporated herein by reference.   This information included in this Item 5 is provided pursuant to Form 8-K Item 1.01 and Item 5.02.   Page 31     ITEM 6.  EXHIBITS   Exhibits:   10.1 Form of Change in Control Agreement*     10.2 Form of Supplemental Benefits 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   Page 32     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)   January 29, 2021