7 unchanged sentences
equity, and cash flows for each of the periods presented in this report.
−Removed: Management's Report on Internal Control over Financial Reporting appearing on page 32 of this report is incorporated by reference in this Item 9A.
+Added: Management's Report on Internal Control over Financial Reporting appearing on page 30 of this report is incorporated by reference in this Item 9A.
Changes in Internal Control
2 unchanged sentences
OTHER INFORMATION
+Added: During the three months ended June 30, 2023, none of our directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934) informed us of the adoption or termination of a “Rule 10b5-1 trading arrangement”
+Added: or “non-Rule 10b5-1 trading arrangement,”
+Added: as defined in Item 408 of Regulation S-K.
+Added: DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
28 unchanged sentences
ITEM 14.
−Removed: PRINCIPAL ACCOUNTING FEES AND SERVICES
−Removed: Information concerning fees and services provided by our principal accountant Grant Thorton LLP (PCAOB ID No.
−Removed: 248 ) appears in the Proxy Statement under the headings “Ratification of Appointment of Independent Registered Public Accounting Firm”
+Added: PRINCIPAL ACCOUNTANT FEES AND SERVICES
+Added: Information concerning fees and services provided by our principal accountant, Grant Thornton LLP (PCAOB ID No.
+Added: [ 248 ]), appears in the Proxy Statement under the headings “Ratification of Appointment of Independent Registered Public Accounting Firm”
and “Committees of the Board”
6 unchanged sentences
Stock Purchase Agreement dated as of May 21, 2021, among LSI Fresh Subsidiary Inc., JSI Holding Corp., Fresh Seller Rep, LLC and the Sellers identified therein ++ (incorporated by reference to Exhibit 2.1 to LSI’s Form 8-K filed on May 24, 2021)
−Removed: Certificate of Amended Articles of Incorporation of LSI (incorporated by reference to Exhibit 3.1 to LSI’s Form 10-K filed on September 11, 2020).
+Added: Amended and Restated (Consolidated) Articles of Incorporation of LSI (incorporated by reference to Exhibit 3.1 to LSI’s Form 8-K filed on November 7, 2022).
Amended and Restated Code of Regulations of LSI (incorporated by reference to Exhibit 3.2 to LSI’s Form 10-K filed on September 11, 2020).
5 unchanged sentences
Form of Indemnification Agreement (incorporated by reference to Exhibit 10.1 to LSI’s Form 8-K filed on June 23, 2016)
+Added: LSI Industries Inc. Nonqualified Deferred Compensation Plan (Amended and Restated as of August 17, 2022) (incorporated by reference to Exhibit 10.3 of LSI’s Form 10-Q filed on November 4, 2022).
Employment Agreement between LSI and James A.
15 unchanged sentences
2021 Employee Stock Purchase Plan (incorporated by reference to LSI’s Proxy Statement on Schedule 14A filed on September 15, 2021).
−Removed: Sixth Amendment to Loan Documents dated as of September 30, 2021, between LSI and PNC Bank National Association (incorporated by reference to Exhibit 10.1 to LSI’s Form 10-Q filed on November 4, 2021).
+Added: Sixth Amendment to Loan Documents dated as of September 30, 2021, between LSI and PNC Bank National Association (incorporated by reference to Exhibit 10.1 to LSI’s Form 10-Q filed on February 4, 2022).
Fiscal Year 2022 Long-Term Incentive Plan (LTIP)++ (incorporated by reference to Exhibit 10.1 to LSI’s Form 10-Q filed on February 4, 2022).
−Removed: LSI Industries Inc.
−Removed: Nonqualified Deferred Compensation Plan (Amended and Restated as of December 30, 2019) (incorporated by reference to Exhibit 10.1 to LSI’s Form 10-Q filed on February 6, 2020).
+Added: Fiscal Year 2023 Long-Term Incentive Plan (LTIP) ++ (Incorporated by reference to Exhibit 10.1 of LSI’s Form 10-Q filed on November 4, 2022)
+Added: Fiscal Year 2023 Short-Term Incentive Plan (STIP) ++ (Incorporated by reference to Exhibit 10.2 of LSI’s Form 10-Q filed on November 4, 2022)
Code of Conduct (incorporated by reference to Exhibit 14 to LSI’s Form 10-K filed on September 10, 2021)
+Added: Insider Trading Policy and Anti-Hedging and Pledging Policy
Subsidiaries of the Registrant
40 unchanged sentences
/s/ Robert P.
+Added: Director 
September 8, 2029
/s/ Ronald D.
+Added: Director  
September 8, 2023
+Added: Director  
September 8, 2023
+Added: /s/ Ernest W.
Marshall, Jr.
+Added: Marshall, Jr.
September 8, 2023
3 unchanged sentences
O’Gara
−Removed: Chairman of the Board of Directors
O’Gara
2 unchanged sentences
S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
−Removed: 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 Microsoft Corporation.
+Added: 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 the Company’s operations and financial condition.
MD&A is provided as a supplement to, and should be read in conjunction with, our consolidated financial statements and the accompanying Notes to Financial Statements (Part II, Item 8 of this Form 10-K).
1 unchanged sentence
For a discussion of the year ended June 30, 2022, compared to the year ended June 30, 2021, please refer to Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
−Removed: in our Annual Report on Form 10-K for the year ended June 30, 2021.
+Added: in our Annual Report on Form 10-K for the year ended June 30, 2022. 
LSI is a leading producer of non-residential lighting and retail display solutions.
Non-residential lighting consists of high-performance, American-made lighting products.
−Removed: The Company’s strength in outdoor lighting applications creates opportunities for it to introduce additional solutions to its customers.
+Added: The Company’s strength in outdoor and indoor lighting applications creates opportunities for it to introduce additional solutions to its customers.
Retail display solutions consist of graphics solutions, digital signage, and technically advanced food display equipment for strategic vertical markets.
13 unchanged sentences
Fiscal 2023 net sales of $497.0 million increased $41.9 million or 9.2% as compared to fiscal 2022 net sales of $455.1 million.
−Removed: Net sales were favorably influenced by increased net sales in the Lighting Segment (up $44.4 million or 23.5%) and favorably influenced by increased net sales in the Display Solutions Segment (up $95.1 million or 75.1%).
−Removed: The growth can be attributed to continued strengthening demand in the Company’s core markets and from the acquisition of JSI.
+Added: Net sales were favorably influenced by increased net sales in the Lighting Segment (an increase of $39.0 million or 16.7%) and primarily driven by increased net sales in the Display Solutions Segment (an increase of $2.9 million or 1.3%).
+Added: The increase in sales is attributed to continued strength and focus in the key market verticals the Company serves.
Fiscal 2023 operating income of $37.0 million represents a $15.8 million increase from fiscal 2022 operating income of $21.2 million.
−Removed: Current year results include $0.5 million of transaction costs related to the acquisition of JSI.
−Removed: Prior year results were also unfavorably impacted by $2.9 million transaction costs related to the acquisition of JSI.
Non-GAAP adjusted operating income in fiscal 2023 of $42.0 million increased $17.0 million or 68% from adjusted fiscal 2022 operating income of $25.0 million.
2 unchanged sentences
GAAP measures.
−Removed: The increase in adjusted operating income was the net result of an increase in net sales, higher-value sales mix resulting from targeted pricing actions, and lower selling and administrative expenses.
+Added: The increase in adjusted operating income was the net result of an increase in net sales, sustained price disciplines, a higher-value sales mix, and strong operational execution.
Non-GAAP Financial Measures
1 unchanged sentence
GAAP operating income, net income, and earnings per share.
−Removed: Adjusted operating income, net income, and earnings per share, which exclude the impact of acquisition costs, stock compensation expense, severance costs and restructuring and plant closure (gains) costs are Non-GAAP financial measures.
−Removed: 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.
+Added: Adjusted operating income, net income, and earnings per share, which exclude the impact of acquisition costs, long-term performance based compensation expense, severance costs, and commercial growth opportunity expense, are Non-GAAP financial measures.
+Added: Also included below are Non-GAAP financial measures including Earnings before Interest, Taxes, Depreciation and Amortization (EBITDA and Adjusted EBITDA), Free Cash Flow, and Net Debt to adjusted EBITDA.
We believe that these adjusted supplemental measures are useful in assessing the operating performance of our business.
5 unchanged sentences
Therefore, these measures should only be used to evaluate our results in conjunction with corresponding GAAP measures.
−Removed: 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. 
−Removed: Reconciliation of operating income to adjusted operating income:
−Removed: (In thousands)
−Removed: Operating Income as reported
−Removed: Acquisition costs
−Removed: Stock compensation expense
−Removed: Severance costs
−Removed: Restructuring, plant closure (gain) costs and related inventory write-downs
−Removed: Adjusted Operating Income
+Added: Below is a reconciliation of these non-GAAP measures to operating income, net income, and earnings per share for the periods indicated along with the calculation of EBITDA and Adjusted EBITDA, Free Cash Flow, and Net Debt to adjusted EBITDA. 
Reconciliation of net income to adjusted net income
2 unchanged sentences
Acquisition costs
−Removed: Stock compensation expense
+Added: Long-Term Performance Based Compensation
Severance costs
−Removed: Restructuring, plant closure (gain) costs and related inventory write-downs
−Removed: Tax impact due to the change in the estimated annual tax rate used for GAAP reporting purposes
+Added: Consulting Expense:
+Added: Commercial Growth Opportunities
+Added: Net Tax impact due to the Distribution of Shares from the Company's Long-Term Performance Based Compensation Plan
Net Income adjusted
1 unchanged sentence
The reconciliation of reported earnings per share to adjusted earnings per share may not produce identical amounts due to rounding differences.
−Removed: Reconciliation of operating income to EBITDA and Adjusted EBITDA
+Added: Reconciliation of operating income to adjusted operating income:
(In thousands)
Operating Income as reported
+Added: Acquisition costs
+Added: Long-Term Performance Based Compensation
+Added: Severance costs
+Added: Consulting Expense:
+Added: Commercial Growth Opportunities
+Added: Adjusted Operating Income
+Added: Reconciliation of net income to EBITDA and Adjusted EBITDA
+Added: (In thousands)
+Added: Net Income - Reported
+Added: Interest Expense, net
+Added: Other expense (income)
+Added: Operating Income as reported
Depreciation and Amortization
Acquisition costs
−Removed: Stock compensation expense
+Added: Long-Term Performance Based Compensation
Severance costs
−Removed: Restructuring, plant closure (gain) costs and related inventory write-downs
+Added: Consulting Expense:
+Added: Commercial Growth Initiatives
Adjusted EBITDA
4 unchanged sentences
Free Cash Flow
−Removed: Reconciliation of net debt
+Added: Net Debt to Adjusted EBITDA
(In thousands)
−Removed: Long-term debt as reported
+Added: Debt as reported
Cash and cash equivalents as reported
+Added: Adjusted EBITDA
+Added: Net Debt to Adjusted EBITDA
Results of Operations
7 unchanged sentences
Gross profit as a percentage of net sales was 31.8% in fiscal 2023 compared to 30.0% in fiscal 2022.
−Removed: Gross profit as a percentage of sales was relatively flat as selling price increase realization offset the majority of rapid cost increases to material input costs and transportation costs.
+Added: Contributors to the improvement of gross profit as a percentage of sales include an accelerated adoption of recently introduced products, sustained price disciplines, a higher value sales mix, and improved operational execution.
Operating expenses of $55.1 million in fiscal 2023 increased $5.9 million or 12.1% from fiscal 2022 operating expenses of $49.2 million, primarily driven by higher commission expense as a result of higher sales.
Fiscal 2023 Lighting Segment operating income of $31.6 million increased $10.7 million or 51.1% from operating income of $20.9 million in fiscal 2022 and operating income as a percentage of sales also increased from 9.1% to 11.6%.
−Removed: Both increases were primarily driven by sales volume and price realization..
+Added: Both increases were primarily driven by sales volume and an improvement in gross profit as a percentage of sales.
Display Solutions Segment
2 unchanged sentences
Display Solutions Segment net sales of $224.5 million in fiscal 2023 increased $2.9 million or 1.3% from fiscal 2022 net sales of $221.7 million.
−Removed: The increase reflects the acquisition of JSI and continued growth in the grocery and quick-service-restaurant markets.
+Added: The net increase in sales in the grocery and refueling/c-store market verticals was partially offset by the near completion of a $100 million QSR digital menu board program.
Gross profit of $50.2 million in fiscal 2023 increased $11.1 million or 28.4% from fiscal 2022.
Gross profit as a percentage of net sales increased to 22.3% in fiscal 2023 compared from 17.6% in fiscal 2022.
−Removed: Gross profit as a percentage of net sales reflects both the accretive effect of the JSI acquisition and improvements to core business margins, partially offset by the impact of input costs.
−Removed: Operating expenses of $21.5 million in fiscal 2022 increased $9.4 million or 77.2% from fiscal 2021, primarily driven by the inclusion of 12 months of results for JSI.
−Removed: Fiscal 2022 Display Solutions Segment operating income of $17.6 million increased $7.7 or 78.3% million from operating income of $9.9 million in fiscal 2021.
−Removed: The increase of $7.7 million was primarily driven by an increase in sales.
+Added: The increase in gross profit as a percentage of net sales was driven by improved program pricing and favorable customer mix.
+Added: Operating expenses of $25.3 million in fiscal 2023 increased $3.8 million or 17.6% from fiscal 2022.
+Added: The increase of $3.8 million was driven by several factors including compensation, benefits, and commercial sales and marketing program costs to support sales growth, along with an increase in short-term performance based incentive plan expenses driven by improved business performance.
+Added: Fiscal 2023 Display Solutions Segment operating income of $24.9 million increased $7.3 million or 41.7% million from operating income of $17.6 million in fiscal 2022.
+Added: The increase of $7.3 million was primarily driven by an increase in sales and an improvement in gross profit as a percentage of sales.
Corporate and Eliminations
(In thousands)
−Removed: Gross (Loss) Profit
Operating (Loss)
−Removed: The gross profit (loss) relates to the intercompany profit in inventory elimination.
+Added: The gross profit relates to the intercompany profit in inventory elimination.
Operating expenses of $19.5 million in fiscal 2023 increased $2.2 million or 12.7% from fiscal 2022.
−Removed: The increase is primarily due an increase in stock compensation expense and incentive plan expenses as the result of improved business performance.
+Added: The increase was primarily the result of an increase in short-term and long-term performance-based incentive plan expense driven by improved business performance and by commercial growth initiative consulting expense of $0.9 million for which there was no comparable expense in fiscal 2022.
Consolidated Results
−Removed: We reported $2.0 million net interest expense in fiscal 2022 compared to $0.3 million net interest expense in fiscal 2021.
−Removed: The increase in interest expense from fiscal 2021 to fiscal 2022 is the result of higher levels of debt outstanding on our credit facility which is the result of partially funding of the JSI acquisition.
−Removed: We also recorded other expense/(income) $0.1 and ($0.2) in fiscal 2022 and fiscal 2021, respectively, related to net foreign exchange currency transaction losses and gains through our Mexican and Canadian subsidiaries.
+Added: Net interest expense of $3.7 million in fiscal 2023 compared to $2.0 million net interest expense in fiscal 2022.
+Added: The increase in interest expense is primarily the results of increased borrowing costs.
+Added: The Company also recorded a negligible amount of other expense in fiscal 2023 and $0.1 million of other expense in fiscal 2022, respectively, related to net foreign exchange currency transaction net losses through our Mexican and Canadian subsidiaries.
The $7.6 million of tax expense in fiscal 2023 reflects a consolidated effective tax rate of 22.7%.
The $4.1 million of income tax expense in fiscal 2022 represents a consolidated effective tax rate of 21.2%.
−Removed: The effective tax rate in fiscal 2021 was higher as a result of non-deductible transaction costs related to the acquisition of JSI.
−Removed: We reported net income of $15.0 million in fiscal 2022 compared to net income of $5.9 million in fiscal 2021.
+Added: The increase in the effective tax rate is primarily driven by an increase in pre-tax profits in the higher taxing jurisdiction of Puerto Rico.
+Added: Reported net income of $25.8 million in fiscal 2023 compared to net income of $15.0 million in fiscal 2022.
Non-GAAP adjusted net income was $29.0 million in fiscal 2023 compared to adjusted net income of $18.0 million in fiscal 2022 (Refer to the Non-GAAP tables above).
−Removed: The increase in Non-GAAP adjusted net income is primarily the result of an increase in net sales.
+Added: The increase in Non-GAAP adjusted net income is primarily the result of an increase in net sales and an improvement of gross profit as a percentage of sales.
Diluted earnings per share of $0.88 was reported in fiscal 2023 compared to $0.54 diluted earnings per share in fiscal 2022.
1 unchanged sentence
Liquidity and Capital Resources
−Removed: 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.
+Added: The Company considers 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.
−Removed: At June 30, 2022, we had working capital of $84.3 million, compared to $54.1 million at June 30, 2021.
+Added: Working capital was $73.3 million at June 30, 2023, compared to $81.8 million at June 30, 2022.
The ratio of current assets to current liabilities was 1.96 to 1 as of June 30, 2023, compared to a ratio of 2.06 to 1 as of June 30, 2022.
−Removed: The $30.2 million increase in working capital from June 30, 2021, to June 30, 2022, is primarily driven by a $15.5 million increase in inventory, a $20.1 million increase in accounts receivable offset by a $1.8 million increase in accounts payable and the $3.8 million current portion of the $25.0 million term loan.
+Added: The $8.5 million decrease in working capital from June 30, 2022, to June 30, 2023, is primarily driven by a $10.7 million decrease in inventory, partially offset by a $2.1 million increase in refundable income taxes.
Net accounts receivable were $77.7 million and $77.8 million at June 30, 2023, and June 30, 2022, respectively.
−Removed: The increase in accounts receivable is due primarily to an increase in sales.
−Removed: DSO was 54 days and 56 days as of June 30, 2022, and June 30, 2021, respectively.
+Added: Net accounts receivable remained relatively flat from prior year.
+Added: Days Sales Outstanding (DSO) was 57 days and 54 days as of June 30, 2023, and June 30, 2022, respectively.
We believe that our receivables are ultimately collectible or recoverable, net of certain reserves, and that aggregate allowances for credit losses are adequate.
−Removed: Net inventories of $74.4 million at June 30, 2022, increased $15.5 million from $58.9 million at June 30, 2021.
−Removed: The increase of $15.5 million is the primarily the result of an increase in gross inventory of $15.5 million and a negligible increase in obsolescence reserves.
−Removed: Lighting Segment net inventory increased $12.0 million, in anticipation of an increase in market demand and to mitigate escalating supply chain challenges in the first half of fiscal 2022.
−Removed: Net inventory in the Display Solutions Segment increased $3.5 million to support several on-going programs.
+Added: Net inventories of $63.7 million at June 30, 2023, decreased $10.7 million from $74.4 million at June 30, 2022.
+Added: The decrease of $10.7 million is the primarily the result of a combination of decrease in gross inventory of $9.9 million and an increase of $0.8 million in obsolescence reserves.
+Added: Lighting Segment net inventory decreased $7.8 million, and net inventory in the Display Solutions Segment decreased $2.9 million.
Cash generated from operations and borrowing capacity under our credit facility is our primary source of liquidity.
4 unchanged sentences
We believe that our $100 million credit facility plus cash flows from operating activities are adequate for operational and capital expenditure needs for the next 12 months.
−Removed: We have on file with the SEC a shelf registration statement which allows us to sell any combination of common stock, preferred stock warrants, senior or subordinated debt securities or other securities in one or more offerings if we choose to do so in the future.
−Removed: We used $3.8 million of cash from operating activities in fiscal 2022 compared to a source of cash of $28.0 million in fiscal 2021.
−Removed: The $31.8 million decrease in net cash flows from operating activity is the result of increases in inventory and accounts receivable and decreases in accrued expense and customer prepayments, partially offset by improved earnings and an increase in accounts payable.
−Removed: We used $1.6 million of cash from investing activities in fiscal 2022 compared to a use of cash of $93.0 million in fiscal 2021.
−Removed: Capital expenditures were approximately $2.0 million in both fiscal years.
−Removed: The primary difference between cash flow from investing activities is the acquisition of JSI. 
−Removed: We had a source of cash of $5.6 million related to financing activities in fiscal 2022 compared to a source of cash of $63.6 million in fiscal 2021.
−Removed: The $58.0 million change in cash flow was the net result of an increase in the borrowings on the line of credit to support the growth in working capital and due to the acquisition of JSI.
−Removed: Most of the growth in working capital can be attributed to the increase in inventory to ensure product availability for critical sales growth initiatives and to mitigate supply chain challenges.
−Removed: We have on our balance sheet financial instruments consisting primarily of cash and cash equivalents, revolving lines of credit, and long-term debt.
+Added: The Company generated $49.6 million of cash from operating activities in fiscal 2023 compared to a use of cash of $3.8 million in fiscal 2022.
+Added: The $53.4 million increase in net cash flows from operating activity is primarily the result of strong improvement of cash flow generated from effective working capital management and from cash flow from earnings.
+Added: The Company used $3.2 million of cash from investing activities in fiscal 2023 compared to a use of cash of $1.6 million in fiscal 2022.
+Added: Capital expenditures were $3.2 million in fiscal 2023 compared to $2.1 million in fiscal 2022.
+Added: The Company received $0.5 million of cash related to the settlement of working capital adjustments from the acquisition of JSI in fiscal 2022 with no comparable event in fiscal 2023.
+Added: The Company had a use of cash of $47.1 million related to financing activities in fiscal 2023 compared to a source of cash of $5.6 million in fiscal 2022.
+Added: The $52.7 million change in cash flow was primarily the result of cash generated from improved working capital management and from improved earnings, which was used to pay down the Company’s line of credit in fiscal 2023.
+Added: Also contributing to the reduction of debt was $3.9 million of cash received from the exercise of stock options in the second and third quarters of fiscal 2023
+Added: The Company has on its balance sheet financial instruments consisting primarily of cash and cash equivalents, revolving lines of credit, and long-term debt.
The fair value of these financial instruments approximates carrying value because of their short-term maturity and/or variable, market-driven interest rates.
8 unchanged sentences
Our significant accounting policies are described in Note 1.
−Removed: "Summary if Significant accounting Policies" of the Notes to Consolidated Financial Statements.
+Added: "Summary of Significant Accounting Policies" of the Notes to Consolidated Financial Statements.
Some of those significant accounting policies require us to make difficult, subjective, or complex judgments or estimates.
1 unchanged sentence
(i) the estimate requires assumptions about matters that are highly uncertain at the time the accounting estimate is made, and (ii) different estimates reasonably could have been used, or changes in the estimate that are reasonably likely to occur may have a material impact on our financial condition or results of operations.
−Removed: The significant accounting policies that management believes are critical to the understanding and evaluating our reported financial results include the following:
−Removed: income taxes, warranty, goodwill and intangible assets, stock-based compensation, and revenue recognition.
+Added: The significant accounting policy that management believes is critical to the understanding and evaluating our reported financial results is the warranty reserve.
For further information see Note 1.
1 unchanged sentence
Warranty Reserves:
−Removed: The Company offers a limited warranty that its products are free from defects in workmanship and materials.  The specific terms and conditions vary somewhat by product line, but generally cover defective products returned within one to five years, with some exceptions where the terms extend to 10 years, from the date of shipment. The Company records warranty liabilities to cover the estimated future costs for repair or replacement of defective returned products as well as products that need to be repaired or replaced in the field after installation. The Company calculates its liability for warranty claims by applying estimates based upon historical claims as a percentage of sales to cover unknown claims, as well as estimating the total amount to be incurred for known warranty issues. The Company periodically assesses the adequacy of its recorded warranty liabilities and adjusts the amount as necessary.
−Removed: If actual warranty costs differ significantly from these estimates, adjustments may be required in the future, which could adversely affect our gross profit and results of operations.
−Removed: Revenue Recognition:
−Removed: The Company recognizes revenue when it satisfies the performance obligation in its customer contracts or purchase orders.
−Removed: 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.
−Removed: Control is generally transferred at time of shipment when title and risk of ownership passes to the customer.
−Removed: 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.
−Removed: Payment terms are typically within 30 to 90 days from the shipping date, depending on the terms with the customer.
−Removed: The Company offers standard warranties that do not represent separate performance obligations.
−Removed: Provisions for discounts, rebates, sales incentives, returns, and other adjustments are generally provided for in the period the related sales are recorded, based on management’s assessment of historical trends and projection of future results.
−Removed: Goodwill and Intangible Assets:
−Removed: Goodwill represents the excess of purchase price over the fair value of the net assets of businesses acquired.
−Removed: The carrying values of goodwill and other intangible assets with indefinite lives are reviewed at least annually for possible impairment.
−Removed: The Company may first assess qualitative factors in order to determine if goodwill and indefinite-lived intangible assets are impaired.
−Removed: 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.
−Removed: 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.
−Removed: The estimation of the fair value of reporting unit requires significant management judgment with respect to revenue and expense growth rates, changes in working capital and the selection and use of an appropriate discount rate. The estimates of the fair value of reporting units are based on the best information available as of the date of the assessment. The use of different assumptions would increase or decrease estimated discounted future operating cash flows and could increase or decrease an impairment charge. Company management uses its judgment in assessing whether assets may have become impaired between annual impairment tests. Indicators such as adverse business conditions, economic factors and technological change or competitive activities may signal that an asset has become impaired.
−Removed: 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.
−Removed: There are inherent uncertainties related to these factors and judgments in applying them to the analysis of goodwill impairment.
−Removed: Income Tax Valuation Allowances:
−Removed: The Company accounts for income taxes in accordance with the accounting guidance for income taxes.  Accordingly, deferred income taxes are provided on items that are reported as either income or expense in different time periods for financial reporting purposes than they are for income tax purposes. Deferred income tax assets are reported on the Company’s balance sheet. Significant management judgment is required in developing the Company’s income tax provision, including the estimation of taxable income and the effective income tax rates in the multiple taxing jurisdictions in which the Company operates, the estimation of the liability for uncertain income tax positions, the determination of deferred tax assets and liabilities, and any valuation allowances that might be required against deferred tax assets.
−Removed: Changes in the expectations regarding the realization of deferred tax assets and any related valuation allowances, the development of the Company’s income tax provision, and the estimation of the liability for uncertain tax positions, could materially impact income tax expense in future periods.
−Removed: Stock-Based Compensation:
−Removed: The Company accounts for stock-based compensation to certain employees and its directors in accordance with accounting guidance for stock-based compensation.
−Removed: The accounting guidance requires companies to measure the cost of employee and director services received in exchange for an award of equity instruments, including stock options, restricted stock units, and performance stock units, based on the grant date fair value of the award and to recognize it as compensation expense over the period the employee is required to provide service in exchange for the award, usually the vesting period.
−Removed: Equity award forfeitures are recognized at the date of employee termination.
−Removed: If any of the assumptions used in the Black-Scholes pricing model changes significantly, stock-based compensation expense may differ materially in the future from that recorded in the current period
+Added: The Company offers a limited warranty that its products are free from defects in workmanship and materials.  The specific terms and conditions vary somewhat by product line, but generally cover defective products returned within one to five years, with some exceptions where the terms extend to 10 years, from the date of shipment. The Company records warranty liabilities to cover the estimated future costs for repair or replacement of defective returned products as well as products that need to be repaired or replaced in the field after installation. The Company calculates its liability for warranty claims by applying estimates based upon historical claims as a percentage of sales to cover unknown claims, as well as estimating the total amount to be incurred for known warranty issues.
+Added: Warranty reserves are subject to large reserve adjustments when actual warranty costs differ significantly from cost estimates.
+Added: The Company also periodically assesses the adequacy of its recorded warranty liabilities and adjusts the amount as necessary which can also cause large reserve adjustments.
+Added: These adjustments may be required in the future, which could adversely affect our gross profit and results of operations.
+Added: The same methodology was used for calculating warranty reserves in fiscal 2022 and fiscal 2023.
MANAGEMENT ’
29 unchanged sentences
LSI Industries Inc.
+Added: Opinion on the financial statements
+Added: We have audited the accompanying consolidated balance sheets of LSI Industries Inc.
+Added: (an Ohio corporation) and subsidiaries (the “Company”) as of June 30, 2023 and 2022, the related consolidated statements of operations, comprehensive income, shareholders’
+Added: equity, and cash flows for each of the three years in the period ended June 30, 2023, and the related notes and financial statement schedule included under Item 15(a) (collectively referred to as the “financial statements”).
+Added: In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended June 30, 2023, in conformity with accounting principles generally accepted in the United States of America.
+Added: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of June 30, 2023, based on criteria established in the 2013 Internal Control —
+Added: Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated September 8, 2023 expressed unqualified opinion.
+Added: Basis for opinion
+Added: These financial statements are the responsibility of the Company’s management.
+Added: Our responsibility is to express an opinion on the Company’s financial statements based on our audits.
+Added: We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.
+Added: federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
+Added: We conducted our audits in accordance with the standards of the PCAOB.
+Added: Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
+Added: Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
+Added: Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
+Added: Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.
+Added: We believe that our audits provide a reasonable basis for our opinion.
+Added: Critical audit matters
+Added: The critical audit matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:
+Added: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.
+Added: We determined that there are no critical audit matters.
+Added: /s/ GRANT THORNTON LLP
+Added: We have served as the Company’s auditor since 2009.
+Added: Chicago, Illinois
+Added: September 8, 2023
+Added: REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
+Added: Board of Directors and Shareholders
+Added: LSI Industries Inc.
Opinion on internal control over financial reporting
22 unchanged sentences
/s/ GRANT THORNTON LLP
−Removed: Cincinnati, Ohio
−Removed: September 9, 2022
−Removed: REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
−Removed: Board of Directors and Shareholders
−Removed: LSI Industries Inc.
−Removed: Opinion on the financial statements
−Removed: We have audited the accompanying consolidated balance sheets of LSI Industries Inc.
−Removed: (an Ohio corporation) and subsidiaries (the “Company”) as of June 30, 2022 and 2021, the related consolidated statements of operations, comprehensive income, shareholders’
−Removed: equity, and cash flows for each of the two years in the period ended June 30, 2022, and the related notes and financial statement schedule included under Item 15(a) (collectively referred to as the “financial statements”).
−Removed: In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2022 and 2021, and the results of its operations and its cash flows for each of the two years in the period ended June 30, 2022, in conformity with accounting principles generally accepted in the United States of America.
−Removed: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of June 30, 2022, based on criteria established in the 2013 Internal Control —
−Removed: Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated September 9, 2022 expressed unqualified opinion.
−Removed: Basis for opinion
−Removed: These financial statements are the responsibility of the Company’s management.
−Removed: Our responsibility is to express an opinion on the Company’s financial statements based on our audits.
−Removed: We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.
−Removed: federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
−Removed: We conducted our audits in accordance with the standards of the PCAOB.
−Removed: Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
−Removed: Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
−Removed: Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
−Removed: Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.
−Removed: We believe that our audits provide a reasonable basis for our opinion.
−Removed: Critical audit matter
−Removed: The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that:
−Removed: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.
−Removed: The communication of the critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
−Removed: Estimation of product warranty reserves
−Removed: As described further in note 1 to the financial statements, the Company provides warranty terms based upon the type of product sold.
−Removed: The Company estimates the amount of warranty costs associated with future product warranty claims, which are accrued at the time revenue is recognized.
−Removed: The estimate of the likelihood and cost of future claims considers various factors, including historical warranty costs, warranty terms, current trends, product mix and sales.
−Removed: The Company’s product warranty accrual as of June 30, 2022 was $4.5 million.
−Removed: The principal considerations for our determination that the estimation of product warranty reserves is a critical audit matter is due to a higher risk of estimation uncertainty related to the determination of the likelihood and cost of future claims.
−Removed: The evaluation of the warranty accrual required a high degree of auditor judgement and an increased effort in assessing the reasonableness of management’s estimates of the likelihood and cost of future claims.
−Removed: Our audit procedures related to the estimation of product warranty reserves included the following, among others:
−Removed: ● 
−Removed:  Tested management’s internal controls over the Company’s product warranty accrual process including controls over the inputs to the estimate as well as controls over the process of capturing warranty claims
−Removed: ● 
−Removed:  Tested the completeness and accuracy of the underlying claims used to develop the estimate
−Removed: ● 
−Removed:  Evaluated the relevance, reliability, and sufficiency of the sources of claims used by the Company in developing the estimate
−Removed: ● 
−Removed:  Evaluated the methods and assumptions used by management by:
−Removed:  Developing an estimation for the warranty accrual and comparing the results to the Company’s product warranty accrual estimate
−Removed:  Utilized retrospective warranty claim and lag data to evaluate the warranty reserve estimated by management
−Removed: /s/ GRANT THORNTON LLP
−Removed: We have served as the Company’s auditor since 2009.
−Removed: Cincinnati, Ohio
+Added: Chicago, Illinois
September 8, 2023
5 unchanged sentences
Twelve Months Ended
−Removed: $ 455,120  
−Removed: $ 315,612  
Cost of products and services sold
−Removed: 345,912  
−Removed: 236,637  
Severance costs
−Removed: Restructuring costs
−Removed: 109,208  
−Removed: 78,974  
Selling and administrative expenses
−Removed: 87,995  
−Removed: 70,918  
Severance costs
Operating income
−Removed: 21,201  
−Removed: Interest (income)
Interest expense
−Removed: Other expense (income)
+Added: Other expense
Income before income taxes
−Removed: 19,085  
Income tax expense
−Removed: $ 15,032  
−Removed: $ 5,868  
−Removed: Earnings per common share (see Note 4)
−Removed: $ 0.55  
−Removed: $ 0.22  
−Removed: $ 0.54  
−Removed: $ 0.21  
Weighted average common shares outstanding
−Removed: 27,286  
−Removed: 26,692  
−Removed: 27,993  
−Removed: 27,440  
The accompanying notes are an integral part of these financial statements.
4 unchanged sentences
(In thousands)
−Removed: $ 15,032  
−Removed: $ 5,868  
+Added: (In thousands)
Foreign currency translation adjustment
Comprehensive Income
−Removed: $ 15,028  
−Removed: $ 6,010  
The accompanying notes are an integral part of these financial statements.
4 unchanged sentences
Current assets
−Removed: $ 2,462  
−Removed: $ 2,282  
Cash and cash equivalents
Accounts receivable, less allowance for credit losses of $ 435 and $ 499 , respectively
−Removed: 77,750  
−Removed: 57,685  
−Removed: 74,421  
−Removed: 58,941  
Refundable income tax
1 unchanged sentence
Total current assets
−Removed: 158,917  
−Removed: 125,008  
Property, Plant and Equipment, at cost
−Removed: 24,495  
−Removed: 24,393  
Machinery and equipment
−Removed: 66,762  
−Removed: 65,928  
Buildings under finance leases
Construction in progress
−Removed: 97,918  
−Removed: 97,271  
Less accumulated depreciation
−Removed: ( 70,760 )  
Net property, plant and equipment
−Removed: 27,158  
−Removed: 30,552  
−Removed: 45,030  
−Removed: 43,788  
Other Intangible Assets, net
−Removed: 67,964  
−Removed: 72,773  
Operating Lease Right-Of-Use Assets
−Removed: 11,579  
Other Long-Term Assets, net
−Removed: $ 311,080  
−Removed: $ 286,821  
The accompanying notes are an integral part of these financial statements.
6 unchanged sentences
Current maturities of long-term debt
−Removed: $ 3,571  
Accounts payable
−Removed: 34,783  
−Removed: 32,977  
Accrued expenses
−Removed: 36,264  
−Removed: 37,918  
Total current liabilities
−Removed: 74,618  
−Removed: 70,895  
Long-Term Debt
−Removed: 76,025  
−Removed: 68,178  
Finance Lease Liabilities
Operating Lease Liabilities
−Removed: 10,890  
Other Long-Term Liabilities
6 unchanged sentences
Outstanding 28,448,570 and 27,484,514 shares, respectively
−Removed: 139,500  
−Removed: 132,526  
Treasury shares, without par value
−Removed: ( 5,927 )  
Deferred compensation plan
−Removed: Retained Earnings (Loss)
+Added: Retained Earnings
Accumulated other comprehensive income
Total shareholders' equity
−Removed: 147,769  
−Removed: 131,170  
Total liabilities & shareholders' equity
−Removed: $ 311,080  
−Removed: $ 286,821  
The accompanying notes are an integral part of these financial statements.
12 unchanged sentences
Balance at June 30, 2021
−Removed: 26,466  
−Removed: $ 127,713  
−Removed: ( 180 )  
−Removed: $ ( 1,121 )  
−Removed: $ 1,121  
−Removed: ( 93 )  
−Removed: $ ( 1,920 )  
−Removed: $ 125,700  
−Removed: Other comprehensive income
−Removed: Stock compensation awards
−Removed: Restricted stock units issued
+Added: Other comprehensive loss
+Added: Board stock compensation
+Added: Restricted stock units issued, net of shares withheld for tax withholdings
Shares issued for deferred compensation
Activity of treasury shares, net
−Removed: ( 166 )  
−Removed: ( 1,329 )  
Deferred stock compensation
3 unchanged sentences
$ 0.20 per share
−Removed: ( 5,353 )  
Balance at June 30, 2022
−Removed: 26,863  
−Removed: $ 132,526  
−Removed: ( 346 )  
−Removed: $ ( 2,450 )  
−Removed: $ 2,450  
−Removed: $ ( 1,405 )  
−Removed: $ 131,170  
−Removed: 15,032  
−Removed: 15,032  
−Removed: Other comprehensive loss
−Removed: Stock compensation awards
−Removed: Restricted stock units issued
−Removed: ( 250 )  
+Added: Other comprehensive income
+Added: Board stock compensation
+Added: ESPP stock awards
+Added: Restricted stock units issued, net of shares withheld for tax withholdings
Shares issued for deferred compensation
Activity of treasury shares, net
−Removed: ( 476 )  
−Removed: ( 3,477 )  
Deferred stock compensation
3 unchanged sentences
$ 0.20 per share
−Removed: ( 5,403 )  
Balance at June 30, 2023
−Removed: 27,484  
−Removed: $ 139,500  
−Removed: ( 822 )  
−Removed: $ ( 5,927 )  
−Removed: $ 5,927  
−Removed: $ 8,224  
−Removed: $ 147,769  
The accompanying notes are an integral part of these financial statements.
5 unchanged sentences
Cash Flows from Operating Activities
−Removed: $ 15,032  
−Removed: $ 5,868  
Non-cash items included in net income
Depreciation and amortization
−Removed: 10,118  
Deferred income taxes
−Removed: ( 342 )  
Deferred compensation plan
Stock compensation expense
+Added: ESPP discount
Issuance of common shares as compensation
4 unchanged sentences
Accounts receivable
−Removed: ( 20,311 )  
−Removed: ( 17,586 )  
Refundable income taxes
Accounts payable
−Removed: 14,442  
Accrued expenses and other
−Removed: ( 2,413 )  
−Removed: 15,926  
−Removed: Net cash (used in) from operating activities
−Removed: $ ( 3,863 )  
−Removed: $ 28,009  
+Added: Net cash flows provided by (used in) operating activities
Cash Flows from Investing Activities
1 unchanged sentence
Purchases of property, plant, and equipment
−Removed: ( 2,122 )  
Proceeds from the sale of fixed assets
Net cash flows (used in) investing activities
−Removed: ( 1,573 )  
Cash Flows from Financing Activities
Payments on long-term debt
−Removed: ( 161,627 )  
Borrowings on long-term debt
−Removed: 173,074  
−Removed: 86,757  
Cash dividends paid
−Removed: ( 5,322 )  
Shares withheld on employees' taxes
−Removed: ( 250 )  
Payments on financing lease obligations
−Removed: ( 268 )  
Proceeds from stock option exercises
−Removed: Net cash flows provided by financing activities
−Removed: 63,578  
+Added: Net cash flows (used in) provided by financing activities
Change related to Foreign Currency
−Removed: ( 17 )  
−Removed: Increase (decrease) in cash and cash equivalents
+Added: (Decrease) increase in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
−Removed: $ 2,462  
−Removed: $ 2,282  
The accompanying notes are an integral part of these financial statements.
42 unchanged sentences
June 30, 2023
+Added: SolutionsSegment
Timing of revenue recognition
Products and services transferred at a point in time
−Removed: $ 204,241  
−Removed: $ 156,241  
Products and services transferred over time
−Removed: 29,208  
−Removed: 65,430  
−Removed: $ 233,449  
−Removed: $ 221,671  
Type of Product and Services
LED lighting, digital signage solutions, electronic circuit boards
−Removed: $ 191,791  
−Removed: $ 44,771  
Poles and other display solutions elements
−Removed: 39,339  
−Removed: 136,573  
Project management, installation services, shipping and handling
−Removed: 40,327  
−Removed: $ 233,449  
−Removed: $ 221,671  
Twelve Months Ended
1 unchanged sentence
June 30, 2022
+Added: SolutionsSegment
Timing of revenue recognition
Products and services transferred at a point in time
−Removed: $ 165,062  
−Removed: $ 66,123  
Products and services transferred over time
−Removed: 23,938  
−Removed: 60,489  
−Removed: $ 189,000  
−Removed: $ 126,612  
Type of Product and Services
LED lighting, digital signage solutions, electronic circuit boards
−Removed: $ 164,778  
−Removed: $ 35,976  
Poles and other display solutions elements
−Removed: 22,492  
−Removed: 61,919  
Project management, installation services, shipping and handling
−Removed: 28,717  
−Removed: $ 189,000  
−Removed: $ 126,612  
Practical Expedients and Exemptions
7 unchanged sentences
Credit and Collections:
−Removed: The Company maintains allowances for credit losses for probable estimated losses resulting from either customer disputes or the inability of its customers to make required payments. If the financial condition of the Company’s customers were to deteriorate, resulting in their inability to make the required payments, the Company may be required to record additional allowances or charges against income. The Company determines its allowance for credit losses by first considering all known collectability problems of customers’
−Removed: accounts, and then applying certain percentages against the various aging categories based on the due date of the remaining receivables. The resulting allowance for credit losses is an estimate based upon the Company’s knowledge of its business and customer base, the current economic climate and historical trends. Receivables deemed uncollectable are written-off against the allowance for credit losses after all reasonable collection efforts have been exhausted.
−Removed: The Company also establishes allowances, at the time revenue is recognized, for returns, discounts, pricing and other possible customer deductions. These allowances are based upon historical trends.
+Added: The Company maintains allowances for credit losses for probable estimated losses resulting from either customer disputes or the inability of its customers to make required payments.
+Added: If the financial condition of the Company’s customers were to deteriorate, resulting in their inability to make the required payments, the Company may be required to record additional allowances or charges against income.
+Added: The Company determines its allowance for credit losses by first considering all known collectability problems of customers’
+Added: accounts, and then applying certain percentages against the various aging categories based on the due date of the remaining receivables.
+Added: The resulting allowance for credit losses is an estimate based upon the Company’s knowledge of its business and customer base, the current economic climate, and historical trends.
+Added: Receivables deemed uncollectable are written-off against the allowance for credit losses after all reasonable collection efforts have been exhausted.
+Added: The Company also establishes allowances, at the time revenue is recognized, for returns, discounts, pricing, and other possible customer deductions.
+Added: These allowances are based upon historical trends.
The following table presents the Company’s net accounts receivable at the dates indicated.
3 unchanged sentences
Accounts receivable
−Removed: $ 78,249  
−Removed: $ 57,941  
Allowance for credit losses
−Removed: ( 499 )  
Accounts receivable, net
−Removed: $ 77,750  
−Removed: $ 57,685  
Cash and Cash Equivalents:
1 unchanged sentence
Cash and cash equivalents consist primarily of bank deposits and a bank money market account that is stated at cost, which approximates fair value.
−Removed: The Company maintains balances at financial institutions in the United States, Canada, and Mexico. In the United States, the FDIC limit for insurance coverage on non-interest-bearing accounts is $250,000 per institution.
+Added: The Company maintains balances at financial institutions in the United States, Canada, and Mexico.
+Added: In the United States, the FDIC limit for insurance coverage on non-interest-bearing accounts is $250,000 per institution.
As of June 30, 2023, and June 30, 2022, the Company had bank balances of $ 2.3 million and $ 2.7 million, respectively, without insurance coverage.
Inventories, Net:
−Removed: Inventories are stated at the lower of cost or net realizable value. Cost of inventories includes the cost of purchased raw materials and purchased components, direct labor, as well as manufacturing overhead which is generally applied to inventory based on direct labor and on material content, is determined on the first -in, first -out basis.
+Added: Inventories are stated at the lower of cost or net realizable value.
+Added: Cost of inventories includes the cost of purchased raw materials and purchased components, direct labor, as well as manufacturing overhead which is generally applied to inventory based on direct labor and on material content, is determined on the first-in, first-out basis.
The Company maintains an inventory reserve for obsolete and excess inventory.
−Removed: The Company first determines its obsolete inventory reserve by considering specific known obsolete items, and then by applying certain percentages to specific inventory categories based upon inventory turns.
+Added: The Company first determines its excess and obsolete inventory reserve by considering specific known obsolete items, and then by applying certain percentages to specific inventory categories based upon inventory turns.
The Company uses various tools, in addition to inventory turns, to identify which inventory items have the potential to become obsolete.
−Removed: Judgment is used to establish excess and obsolete inventory reserves and management adjusts these reserves as more information becomes available about the ultimate disposition of the inventory item.  
+Added: Judgment is used to establish excess and obsolete inventory reserves and management adjusts these reserves as more information becomes available about the ultimate disposition of the inventory item.
Property, Plant and Equipment and Related Depreciation:
−Removed: Property, plant, and equipment are stated at cost. Major additions and betterments are capitalized while maintenance and repairs are expensed. For financial reporting purposes, depreciation is computed on the straight-line method over the estimated useful lives of the assets as follows:
+Added: Property, plant, and equipment are stated at cost.
+Added: Major additions and betterments are capitalized while maintenance and repairs are expensed.
+Added: For financial reporting purposes, depreciation is computed on the straight-line method over the estimated useful lives of the assets as follows:
Buildings (in years)
1 unchanged sentence
Computer software (in years)
−Removed: 3 -   
−Removed: Costs related to the purchase, internal development, and implementation of the Company’s fully integrated enterprise resource planning/business operating software system are either capitalized or expensed. Leasehold improvements are depreciated over the shorter of fifteen years or the remaining term of the lease.
+Added: Costs related to the purchase, internal development, and implementation of the Company’s fully integrated enterprise resource planning/business operating software system are either capitalized or expensed.
+Added: Leasehold improvements are depreciated over the shorter of fifteen years or the remaining term of the lease.
The Company recorded $ 4.9 million and $ 5.3 million of depreciation expense in the years ended June 30, 2023, and 2022 respectively.
Goodwill and Intangible Assets:
−Removed: Intangible assets consisting of customer relationships, trade names and trademarks, patents, technology and software are recorded on the Company's balance sheet. The definite-lived intangible assets are being amortized to expense over periods ranging between five and twenty years. The Company evaluates definite-lived intangible assets for possible impairment when triggering events are identified.
−Removed: Neither indefinite-lived intangible assets nor the excess of cost over fair value of assets acquired ("goodwill") are amortized, however, they are subject to review for impairment. See additional information about goodwill and intangible assets in Note 7.
−Removed: The Company has financial instruments consisting primarily of cash and cash equivalents, revolving lines of credit, accounts receivable, accounts payable, 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. The Company has no financial instruments with off-balance sheet risk.
+Added: Intangible assets consisting of customer relationships, trade names and trademarks, patents, technology and software are recorded on the Company's balance sheet.
+Added: The definite-lived intangible assets are being amortized to expense over periods ranging between five and twenty years.
+Added: The Company evaluates definite-lived intangible assets for possible impairment when triggering events are identified.
+Added: Neither indefinite-lived intangible assets nor the excess of cost over fair value of assets acquired ("goodwill") are amortized, however, they are subject to review for impairment.
+Added: See additional information about goodwill and intangible assets in Note 6.
+Added: The Company has financial instruments consisting primarily of cash and cash equivalents, revolving lines of credit, accounts receivable, accounts payable, and long-term debt.
+Added: The fair value of these financial instruments approximates carrying value because of their short-term maturity and/or variable, market-driven interest rates.
+Added: The Company has no financial instruments with off-balance sheet risk.
Fair value measurements of nonfinancial assets and nonfinancial liabilities are primarily used in goodwill and other intangible asset impairment analyses, long-lived asset impairment analyses and valuation of acquired assets and assumed liabilities.
1 unchanged sentence
Product Warranties:
−Removed: The Company offers a limited warranty that its products are free from defects in workmanship and materials.  The specific terms and conditions vary somewhat by product line, but generally cover defective products returned within one to five years, with some exceptions where the terms extend to 10 years, from the date of shipment. The Company records warranty liabilities to cover the estimated future costs for repair or replacement of defective returned products as well as products that need to be repaired or replaced in the field after installation. The Company calculates its liability for warranty claims by applying estimates based upon historical claims as a percentage of sales to cover unknown claims, as well as estimating the total amount to be incurred for known warranty issues. The Company periodically assesses the adequacy of its recorded warranty liabilities and adjusts the amount as necessary.
+Added: The Company offers a limited warranty that its products are free from defects in workmanship and materials.
+Added: The specific terms and conditions vary somewhat by product line, but generally cover defective products returned within one to five years, with some exceptions where the terms extend to 10 years, from the date of shipment.
+Added: The Company records warranty liabilities to cover the estimated future costs for repair or replacement of defective returned products as well as products that need to be repaired or replaced in the field after installation.
+Added: The Company calculates its liability for warranty claims by applying estimates based upon historical claims as a percentage of sales to cover unknown claims, as well as estimating the total amount to be incurred for known warranty issues.
+Added: The Company periodically assesses the adequacy of its recorded warranty liabilities and adjusts the amount as necessary.
Changes in the Company’s warranty liabilities, which are included in accrued expenses in the accompanying consolidated balance sheets, during the periods indicated below were as follows:
4 unchanged sentences
Balance at beginning of the period
−Removed: $ 5,295  
−Removed: $ 6,956  
−Removed: Additions from company acquired
Additions charged to expense
Deductions for repairs and replacements
−Removed: ( 3,764 )  
Balance at end of the period
−Removed: $ 4,491  
−Removed: $ 5,295  
Employee Benefit Plans:
6 unchanged sentences
Research and development costs are directly attributable to new product development, including the development of new technology for both existing and new products, and consist of salaries, payroll taxes, employee benefits, materials, outside legal costs and filing fees related to obtaining patents, supplies, depreciation, and other administrative costs.
−Removed: The Company expenses as research and development all costs associated with development of software used in solid-state LED products. All costs are expensed as incurred and are included in selling and administrative expenses.
+Added: The Company expenses as research and development all costs associated with development of software used in solid-state LED products.
+Added: All costs are expensed as incurred and are included in selling and administrative expenses.
Research and development costs related to both product and software development totaled $ 3.4 million and $ 3.6 million for the fiscal years ended June 30, 2023, and 2022, respectively.
1 unchanged sentence
Cost of products sold is primarily comprised of direct materials and supplies consumed in the manufacture of products, as well as manufacturing labor, depreciation expense and direct overhead expense necessary to acquire and convert the purchased materials and supplies into finished product.
−Removed: Cost of products sold also includes the cost to distribute products to customers, inbound freight costs, internal transfer costs, warehousing costs and other shipping and handling activity.
−Removed: Cost of services sold is primarily comprised of the internal and external labor costs required to support the Company’s installation and service revenue along with the management of media content.
+Added: Cost of products sold also includes the cost to distribute products to customers, inbound freight costs, warehousing costs and other shipping and handling activity.
+Added: Cost of services sold is primarily comprised of the internal and external labor costs required to support the Company’s project management and installation costs to support its service revenue along with the management of media content.
Stock-Based Compensation:
−Removed: The Company accounts for stock-based compensation to certain employees and its directors in accordance with accounting guidance for stock-based compensation.
−Removed: The accounting guidance requires companies to measure the cost of employee and director services received in exchange for an award of equity instruments, including stock options, restricted stock units, and performance stock unites, based on the grant date fair value of the award and to recognize it as compensation expense over the period the employee is required to provide service in exchange for the award, usually the vesting period.
+Added: The Company accounts for stock-based compensation to certain employees in accordance with accounting guidance for stock-based compensation.
+Added: The accounting guidance requires companies to measure the cost of employee services received in exchange for an award of equity instruments, including stock options, restricted stock units, and performance stock unites, based on the grant date fair value of the award and to recognize it as compensation expense over the period the employee is required to provide service in exchange for the award, usually the vesting period.
Equity award forfeitures are recognized at the date of employee termination.
9 unchanged sentences
Revenue and expenses are translated using average exchange rates during each period reported.
−Removed: Translation losses (gains) are reported in accumulated other comprehensive loss (gain) as a component of shareholders equity and was nominal as of June 30, 2022, and ($ 0.1 ) million as of June 30, 2021.
+Added: Translation losses (gains) are reported in accumulated other comprehensive loss (gain) as a component of shareholders equity and was ($ 0.3 ) million as of June 30, 2023, and a nominal amount as of June 30, 2022.
The Company recognizes foreign currency transaction (gains) and losses on certain assets and liabilities that are denominated in the Mexican Peso and Canadian Dollar.
−Removed: These transaction (gains) and losses are reported in other expense in the consolidated statements of operations and were $ 0.1 million and ($ 0.2 ) million for the fiscal year ended June 30, 2022, and 2021, respectively.
+Added: These transaction (gains) and losses are reported in other expense in the consolidated statements of operations and was a nominal amount for the fiscal year ended June30, 2023 and $ 0.1 million for the fiscal year ended June 30, 2022.
New Accounting Pronouncements:
9 unchanged sentences
The Company is evaluating the impact this guidance may have on its consolidated financial statements and related disclosures.
−Removed: On July 1, 2020, the Company adopted ASU 2016 - 13, "Financial Instruments - Credit Losses (Topic 326 ):
−Removed: 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.
−Removed: The adoption of ASU 2016 - 13 did not have a material impact on the consolidated financial statements and related disclosures.
−Removed: In March 2020 and January 2021, the FASB issued ASU 2020 - 04, “Facilitation of the Effects of Reference Rate Reform on Financial Reporting”
−Removed: and ASU 2021 - 01, “Reference Rate Reform:
−Removed: Scope,”
−Removed: respectively.
−Removed: Together, the ASUs provide temporary optional expedients and exceptions to the U.S.
−Removed: GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens related to the expected market transition from the London Interbank Offered Rate (LIBOR) and other interbank offered rates to alternative reference rates.
−Removed: This guidance is effective beginning on March 12, 2020, and the Company may elect to apply the amendments prospectively through December 31, 2022.
−Removed: The adoption of this guidance did not have a material impact on the consolidated financial statements and related disclosures.
−Removed: In December 2019, the Financial Accounting Standards Board ("FASB") issued ASU 
−Removed: 2019 - 12, "Income Taxes - Simplifying the Accounting for Income Taxes (Topic 740 )." This guidance removes certain exceptions to the general principles in ASC 740 such as recognizing deferred taxes for equity investments, the incremental approach to performing intra-period tax allocation and calculating income taxes in interim periods.
−Removed: The standard also simplifies accounting for income taxes under U.S.
−Removed: GAAP by clarifying and amending existing guidance, including the recognition of deferred taxes for goodwill, the allocation of taxes to members of a consolidated group and requiring that an entity reflect the effect of enacted changes in tax laws or rates in the annual effective tax rate computation in the interim period that includes the enactment date.
−Removed: The Company adopted ASC 
−Removed: 2019 - 12  effective July 
−Removed: 1, 2021, which did not have a material impact on its consolidated financial statements or disclosures.
Use of Estimates:
1 unchanged sentence
Subsequent Events:
−Removed: The Company has evaluated subsequent events for potential recognition and disclosure through the date the consolidated financial statements were filed. 
−Removed: No items were identified during this evaluation that required adjustment to or disclosure in the accompanying consolidated financial statements.
−Removed: NOTE 2 —
−Removed: ACQUISITION OF JSI STORE FIXTURES
−Removed: May 21, 2021, 
−Removed: the Company acquired 
−Removed: 100 % of the issued and outstanding shares of capital stock of JSI Store Fixtures (JSI), a Maine-based provider of retail commercial display solutions, for $ 94.3  million.
−Removed: The acquisition of JSI expands the Company’s total addressable markets within the grocery and refueling and convenience store verticals.
−Removed: The Company funded the acquisition with a combination of cash on hand and $ 71.6  million from the credit facility
−Removed: The Company accounted for this transaction as a business combination.
−Removed: The Company preliminarily allocated the purchase price of approximately $ 93.7  million, which included an estimate of customary post-closing purchase price adjustments to the assets acquired and liabilities assumed at estimated fair values, and the excess of the purchase price over the aggregate fair values was recorded as goodwill.
−Removed: During the second quarter of fiscal 2022, goodwill increased by $ 0.6 million.
−Removed: The increase is the net difference between the original estimate of recovery from the pre-funded working capital and the final cash received of $ 0.5 million.
−Removed: During the fourth quarter of fiscal 2022, goodwill, deferred income taxes, and current tax liabilities were adjusted related to the finalization of pre-acquisition tax filings.
−Removed: The final allocation of the purchase consideration to the fair value of the assets acquired and liabilities assumed as of 
−Removed: May 21, 2021, 
−Removed: is as follows:
−Removed: Adjustments  
−Removed: as adjusted  
−Removed: Cash and Cash Equivalents
−Removed: $ 4,067  
−Removed: $ 4,067  
−Removed: Account Receivable
−Removed: ( 280 )  
−Removed: Property, Plant and Equipment
−Removed: ( 2,062 )  
−Removed: Intangible Assets
−Removed: 45,760  
−Removed: 45,760  
−Removed: Accounts Payable
−Removed: ( 4,199 )  
−Removed: Accrued Liabilities
−Removed: ( 8,434 )  
−Removed: ( 225 )  
−Removed: Deferred Tax Liability
−Removed: ( 10,583 )  
−Removed: Identifiable Net Assets
−Removed: 60,277  
−Removed: ( 642 )  
−Removed: 59,635  
−Removed: 33,415  
−Removed: 34,657  
−Removed: Net Purchase Consideration
−Removed: $ 93,692  
−Removed: $ 94,292  
−Removed: The gross amount of accounts receivable is $ 9.3 million.
−Removed: Goodwill recorded from the acquisition of JSI is attributable to the impact of the positive cash flow from JSI in addition to expected synergies from the business combination.
−Removed: The intangible assets include amounts recognized for the fair value of the trade name, technology assets, non-compete agreements and customer relationships.
−Removed: The fair value of the intangible assets was determined based upon the income (discounted cash flow) approach.
−Removed: The following table presents the details of the intangible assets acquired at the date of acquisition
−Removed: Estimated Useful
−Removed: (In thousands)
−Removed: $ 8,680  
−Removed: Indefinite life
−Removed: Technology asset
−Removed: Customer relationship
−Removed: 31,920  
−Removed: $ 45,760  
−Removed: The fair market value write-up of the property, plant, and equipment totaled $ 1.8 million.
−Removed: Transaction costs related to the acquisition totaled $ 2.9 million in the fourth quarter of fiscal 2021.
−Removed: JSI’s post-acquisition results of operations for the period from May 21, 2021, through June 30, 2021, are included in the Company’s Consolidated Statements of Operations.
−Removed: Since the acquisition date, net sales of JSI for the period from May 21, 2021, through June 30, 2021, were $ 9.1 million and operating income was $ 0.7 million.
−Removed: The operating results of JSI are included in the Display Solutions Segment.
−Removed: Pro Forma Impact of the Acquisition of JSI  
−Removed: The following table represents unaudited pro forma results of operations and gives effect to the acquisition of JSI as if the transaction had occurred on 
−Removed: July 1, 2019. 
−Removed: The unaudited pro forma results of operations have been prepared for comparative purposes only and are 
−Removed: not  necessarily indicative of what would have occurred had the business combination been completed at the beginning of the period or the results that 
−Removed: occur in the future.
−Removed: Furthermore, the unaudited pro forma financial information does 
−Removed: not  reflect the impact of any synergies or operating efficiencies resulting from the acquisition of JSI.
−Removed: The unaudited pro forma financial information for the 
−Removed: twelve  months ended 
−Removed: June 30, 2021, 
−Removed: June 30, 2020, 
−Removed: is prepared using the acquisition method of accounting and has been adjusted to give effect to the pro forma events that are:
−Removed: ( 1 ) directly attributable to the acquisition;
−Removed: ( 2 ) factually supportable;
−Removed: and ( 3 ) expected to have a continuing impact on the combined results.
−Removed: The unaudited pro forma operating income of $ 19.3  million for fiscal 2021 excludes acquisition-related expenses of $ 2.9  million.
−Removed: Twelve Months Ended
−Removed: (In thousands, unaudited)
−Removed: $          391,000
−Removed: $            362,541
−Removed: $            97,947
−Removed: $              86,399
−Removed: Operating income
−Removed: $            19,312
−Removed: $              13,878
+Added: 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 2 —
2 unchanged sentences
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.
−Removed: The Company’s 
−Removed: two  operating segments are Lighting and Display Solutions (formerly known as the Graphics Segment), with 
−Removed: one  executive team under the organizational structure reporting directly to the CODM with responsibilities for managing each segment.
+Added: The Company’s two operating segments are Lighting and Display Solutions (formerly known as the Graphics Segment), with one executive team under the organizational structure reporting directly to the CODM with responsibilities for managing each segment.
Corporate and Eliminations, which captures the Company’s corporate administrative activities, is also reported in the segment information.
The Lighting Segment includes non-residential outdoor and indoor lighting fixtures utilizing LED light sources that have been fabricated and assembled for the Company’s markets, primarily the refueling and convenience store markets, parking lot and garage markets, quick-service restaurant market, retail and grocery store markets, the automotive market, the warehouse market, and the sports court and field market.
−Removed: The Company also offers a variety of lighting controls to complement its lighting fixtures which include sensors, photocontrols, dimmers, motion detection and Bluetooth systems.
The Company also services lighting product customers through the commercial and industrial project, stock and flow, and renovation channels.
+Added: In addition to the manufacture and sale of lighting fixtures, the Company offers a variety of lighting controls to complement its lighting fixtures which include sensors, photocontrols, dimmers, motion detection and Bluetooth systems.
The Lighting Segment also includes the design, engineering and manufacturing of electronic circuit boards, assemblies and sub-assemblies which are sold directly to customers.
−Removed: The Company acquired JSI in the 
−Removed: fourth  quarter of fiscal 
−Removed: 2021,  and consolidated it into the former Graphics Segment, which has been rebranded as the Display Solutions Segment, to more closely align the Company’s comprehensive product offering with the markets it serves.
The Display Solutions Segment manufactures, sells and installs exterior and interior visual image and display elements, including printed graphics, structural graphics, digital signage, menu board systems, display fixtures, refrigerated displays, and custom display elements.
4 unchanged sentences
Corporate identifiable assets primarily consist of cash, invested cash (if any), refundable income taxes (if any), and deferred income taxes.
−Removed: There were no customers or customer programs representing a concentration of 10% or more of the Company’s net sales in the fiscal year ended June 30, 2022.
−Removed: There was no concentration of accounts receivable at June 
−Removed: 30, 2022, or 2021.One customer program in the Display Solutions Segment represents $ 35.2 million or 11.2 % of the Company’s net sales in the fiscal year ended June 
−Removed: Summarized financial information for the Company’s reportable business segments is provided for the indicated periods and as of June 
−Removed: 30, 2022, and June 30, 2021:
+Added: There were no customers or customer programs representing a concentration of 10% or more of the Company’s net sales in the fiscal year ended June 30, 2023, or 2022.
+Added: There was no concentration of accounts receivable at June 30, 2023, or 2022.
+Added: Summarized financial information for the Company’s reportable business segments is provided for the indicated periods and as of June 30, 2023, and June 30, 2022:
(In thousands)
1 unchanged sentence
Lighting Segment
−Removed: $ 233,449  
−Removed: $ 189,000  
Display Solutions Segment
−Removed: 221,671  
−Removed: 126,612  
−Removed: $ 455,120  
−Removed: $ 315,612  
Operating Income (Loss):
Lighting Segment
−Removed: $ 20,942  
−Removed: $ 13,328  
Display Solutions Segment
−Removed: 17,589  
Corporate and Eliminations
−Removed: ( 17,330 )  
−Removed: $ 21,201  
−Removed: $ 8,030  
Capital Expenditures:
Lighting Segment
−Removed: $ 1,017  
−Removed: $ 1,596  
Display Solutions Segment
Corporate and Eliminations
−Removed: ( 57 )  
−Removed: $ 2,122  
−Removed: $ 2,233  
Depreciation and Amortization:
Lighting Segment
−Removed: $ 5,782  
−Removed: $ 6,306  
Display Solutions Segment
Corporate and Eliminations
−Removed: $ 10,118  
−Removed: $ 8,114  
June 30, 2023
2 unchanged sentences
Lighting Segment
−Removed: $ 152,431  
−Removed: $ 132,169  
Display Solutions Segment
−Removed: 152,302  
−Removed: 147,354  
Corporate and Eliminations
−Removed: $ 311,080  
−Removed: $ 286,821  
The segment net sales reported above represent sales to external customers.
−Removed: Segment operating income (loss), which is used in management’s evaluation of segment performance, represents net sales less all operating expenses.
+Added: 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.
2 unchanged sentences
Intersegment revenues were eliminated in consolidation as follows:
+Added: Inter-segment sales
Twelve Months Ended
1 unchanged sentence
Lighting Segment inter-segment net sales
−Removed: $ 38,310  
−Removed: $ 28,449  
Display Solutions Segment inter-segment net sales
4 unchanged sentences
BASIC EARNINGS PER SHARE
−Removed: $ 15,032  
−Removed: $ 5,868  
Weighted average shares outstanding during the period, net of treasury shares
−Removed: 26,618  
−Removed: 26,411  
Weighted average vested restricted stock units outstanding
−Removed: Weighted average shares outstanding in the Deferred Compensation Plan 
−Removed: during the period
+Added: Weighted average shares outstanding in the Deferred Compensation Plan during the period
Weighted average shares outstanding
−Removed: 27,286  
−Removed: 26,692  
Basic income per share
−Removed: $ 0.55  
−Removed: $ 0.22  
DILUTED EARNINGS PER SHARE
−Removed: $ 15,032  
−Removed: $ 5,868  
Weighted average shares outstanding
−Removed: 27,286  
−Removed: 26,692  
Effect of dilutive securities (a):
1 unchanged sentence
Weighted average shares outstanding
−Removed: 27,993  
−Removed: 27,440  
Diluted income per share
−Removed: $ 0.54  
−Removed: $ 0.21  
Anti-dilutive securities (b)
−Removed: 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.
+Added: Calculated using the “Treasury Stock”
+Added: method as if dilutive securities were exercised and the funds were used to purchase common shares at the average market price during the period.
Anti-dilutive securities were excluded in the computation of diluted earnings per share for the year ended June 30, 2023, and June 30, 2022, because the exercise price was greater than the 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.
2 unchanged sentences
The following information is provided as of the dates indicated:
+Added: The following information is provided as of the dates indicated:
(In thousands)
2 unchanged sentences
Raw materials
−Removed: $ 51,637  
−Removed: $ 40,567  
Work-in-progress
Finished goods
−Removed: 19,755  
−Removed: 13,617  
Total Inventories
−Removed: $ 74,421  
−Removed: $ 58,941  
−Removed: NOTE 6  —
+Added: NOTE 5 —
ACCRUED EXPENSES
5 unchanged sentences
Customer prepayments
−Removed: $ 6,416  
−Removed: $ 11,352  
Compensation and benefits
−Removed: 10,051  
Accrued warranty
6 unchanged sentences
Total Accrued Expenses
−Removed: $ 36,264  
−Removed: $ 37,918  
−Removed: NOTE 7  — 
+Added: NOTE 6 —
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.
−Removed: The Company 
−Removed: first  assess qualitative factors in order to determine if goodwill and indefinite-lived intangible assets are impaired.
−Removed: If through the qualitative assessment it is determined that it is more likely than 
−Removed: not  that goodwill and indefinite-lived assets are 
−Removed: not  impaired, 
−Removed: no  further testing is required.
−Removed: If it is determined more likely than 
−Removed: not  that goodwill and indefinite-lived assets are impaired, or if the Company elects 
−Removed: not  to 
−Removed: 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.
−Removed: The estimation of the fair value of reporting unit requires significant management judgment with respect to revenue and expense growth rates, changes in working capital and the selection and use of an appropriate discount rate. The estimates of the fair value of reporting units are based on the best information available as of the date of the assessment. The use of different assumptions would increase or decrease estimated discounted future operating cash flows and could increase or decrease an impairment charge. Company management uses its judgment in assessing whether assets 
−Removed: have become impaired between annual impairment tests. Indicators such as adverse business conditions, economic factors and technological change or competitive activities 
−Removed: signal that an asset has become impaired.
+Added: The Company may first assess qualitative factors in order to determine if goodwill and indefinite-lived intangible assets are impaired.
+Added: 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.
+Added: 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.
+Added: 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.
+Added: The estimates of the fair value of reporting units are based on the best information available as of the date of the assessment.
+Added: The use of different assumptions would increase or decrease estimated discounted future operating cash flows and could increase or decrease an impairment charge.
+Added: Company management uses its judgment in assessing whether assets may have become impaired between annual impairment tests.
+Added: 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.
−Removed: Following the acquisition of JSI, the Company has a total of 
−Removed: three  reporting units that contain goodwill.
−Removed: One reporting unit is within the Lighting Segment and 
−Removed: two  reporting units are within the Display Solutions Segment.
+Added: The Company has a total of three reporting units that contain goodwill.
+Added: One reporting unit is within the Lighting Segment and two reporting units are within the Display Solutions Segment.
The tradename intangible assets have an indefinite life and are also tested separately on an annual basis.
−Removed: The Company relies upon a number of factors, judgments and estimates when conducting its impairment testing including, but 
−Removed: not  limited to, the Company’s stock price, operating results, forecasts, anticipated future cash flows and marketplace data.
+Added: 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.
−Removed: March 1, 2022 ,  the Company performed its annual goodwill impairment test on the three  reporting units that contain goodwill.
−Removed: The goodwill impairment test of the reporting unit in the Lighting Segment passed with a business enterprise value of $ 31.6  million or 
−Removed: 18 % above the carrying value of the reporting unit including goodwill.
−Removed: The goodwill impairment test of one reporting unit with goodwill in the Display Solutions Segment passed with an estimated business enterprise value of $ 12.2  million or 
−Removed: 1,316 % above the carrying value of the reporting unit including goodwill.
+Added: As of March 1, 2023 , the Company performed its annual goodwill impairment test on the three reporting units that contain goodwill.
+Added: The goodwill impairment test of the reporting unit in the Lighting Segment passed with a business enterprise value of $ 34.4 million or 21 % above the carrying value of the reporting unit including goodwill.
+Added: The goodwill impairment test of one reporting unit with goodwill in the Display Solutions Segment passed with an estimated business enterprise value of $ 13.6 million or 5,426 % above the carrying value of the reporting unit including goodwill.
The goodwill impairment test of the second reporting unit with goodwill in the Display Solutions Segment passed with an estimated business enterprise value of $ 99.4 million or 15 % above the carrying value of the reporting unit including goodwill.
The Company has two indefinite-lived intangible assets.
−Removed: The Company also performed its annual review of indefinite-lived intangible assets as of 
−Removed: March 1, 2022 and determined there was 
−Removed: no  impairment.
−Removed: The impairment test of the first indefinite-lived intangible asset passed with a fair market value of $ 17.0  million or 
−Removed: 396 % above its carrying value.
+Added: The Company performed its annual review of indefinite-lived intangible assets as of March 1, 2023, and determined there was no impairment.
+Added: The impairment test of the first indefinite-lived intangible asset passed with a fair market value of $ 17.0 million or 399 % above its carrying value.
The impairment test of the second indefinite-lived intangible asset passed with a fair market value of and $ 10.5 million or 21 % above its carrying value.
−Removed: As of March 1, 2021, the Company performed its annual goodwill impairment test on the two reporting units that contain goodwill.
−Removed: The goodwill impairment test of the reporting unit in the Lighting Segment passed with a business enterprise value of $ 28.2 million or 26 % above the carrying value of this reporting unit including goodwill.
−Removed: The goodwill impairment test of the reporting unit in the Display Solutions Segment passed with a business enterprise value of $ 11.4 million or 2,065 % above the carrying value of the reporting unit including goodwill.
−Removed: The Company also performed its annual review of its indefinite-lived intangible asset as of March 1, 2021, and determined there was no impairment.
−Removed: The indefinite-lived intangible impairment test passed with a fair market value that was $ 15.7 million or 358 % above its carrying value.
−Removed: The Company has performed an assessment of its goodwill and intangible assets from the date of the interim test as of March 1, 2022, through the balance sheet date for possible triggering events and has concluded that there were no triggering events that would indicate the assets are impaired.
+Added: As of March 1, 2022 the Company performed its annual goodwill impairment test on the three reporting units that contain goodwill.
+Added: The goodwill impairment test of the reporting unit in the Lighting Segment passed with a business enterprise value of $ 31.6 million or 18 % above the carrying value of the reporting unit including goodwill.
+Added: The goodwill impairment test of one reporting unit with goodwill in the Display Solutions Segment passed with an estimated business enterprise value of $ 12.2 million or 1,316 % above the carrying value of the reporting unit including goodwill.
+Added: The goodwill impairment test of the second reporting unit with goodwill in the Display Solutions Segment passed with an estimated business enterprise value of $ 100.4 million or 12 % above the carrying value of the reporting unit including goodwill.
+Added: The Company has two indefinite-lived intangible assets.
+Added: The Company also performed its annual review of indefinite-lived intangible assets as of March 1, 2022,and determined there was no impairment.
+Added: The impairment test of the first indefinite-lived intangible asset passed with a fair market value of $ 17.0 million or 396 % above its carrying value.
+Added: The impairment test of the second indefinite-lived intangible asset passed with a fair market value of and $ 10.6 million or 22 % above its carrying value.
The following table presents information about the Company's goodwill on the dates or for the periods indicated:
(In thousands)
−Removed: Lighting Segment
−Removed: Display Solutions Segment
+Added: SolutionsSegment
Balance as of June 30, 2022
−Removed: $ 70,971  
−Removed: $ 28,690  
−Removed: $ 99,661  
−Removed: Goodwill acquired
−Removed: 33,415  
−Removed: 33,415  
+Added: Measurement period adjustment
Accumulated impairment losses
−Removed: ( 61,763 )  
−Removed: ( 27,525 )  
Goodwill, net as of June 30, 2022
−Removed: $ 9,208  
−Removed: $ 34,580  
−Removed: $ 43,788  
Balance as of June 30, 2023
−Removed: $ 70,971  
−Removed: $ 62,105  
−Removed: $ 133,076  
−Removed: Measurement period adjustment
Accumulated impairment losses
−Removed: ( 61,763 )  
−Removed: ( 27,525 )  
Goodwill, net as of June 30, 2023
−Removed: $ 9,208  
−Removed: $ 35,822  
−Removed: $ 45,030  
−Removed: In fiscal 2021 ,  the Company wrote-off the goodwill and impairment loss for a dissolved entity.
−Removed: The net impact to the consolidated financial statements, including the goodwill, net balance, was zero.
+Added: In fiscal 2022, the Company recorded measurement period adjustments to the original purchase price of JSI Store Fixtures which impacted the amount of goodwill originally reported.
The gross carrying amount and accumulated amortization by major other intangible asset class is as follows:
5 unchanged sentences
Customer relationships
−Removed: $ 62,083  
−Removed: $ 14,400  
−Removed: $ 47,683  
LED technology, software
−Removed: 20,966  
−Removed: 14,598  
Total Amortized Intangible Assets
−Removed: $ 86,235  
−Removed: $ 30,373  
−Removed: $ 55,862  
Indefinite-lived Intangible Assets
Trademarks and trade names
−Removed: 12,102  
−Removed: 12,102  
Total indefinite-lived Intangible Assets
−Removed: 12,102  
−Removed: 12,102  
Total Other Intangible Assets
−Removed: $ 98,337  
−Removed: $ 30,373  
−Removed: $ 67,964  
(In thousands)
June 30, 2022
−Removed: Gross Carrying
+Added: Gross Carrying Amount
+Added: Accumulated Amortization
Amortized Intangible Assets
Customer relationships
−Removed: $ 62,083  
−Removed: $ 10,967  
−Removed: $ 51,116  
LED technology, software
−Removed: 20,966  
−Removed: 13,415  
Total Amortized Intangible Assets
−Removed: $ 86,235  
−Removed: $ 25,564  
−Removed: $ 60,671  
Indefinite-lived Intangible Assets
Trademarks and trade names
−Removed: 12,102  
−Removed: 12,102  
Total indefinite-lived Intangible Assets
−Removed: 12,102  
−Removed: 12,102  
Total Other Intangible Assets
−Removed: $ 98,337  
−Removed: $ 25,564  
−Removed: $ 72,773  
−Removed: In the fiscal 
−Removed: 2021 ,  the Company wrote-off intangible assets’
−Removed: gross carrying amount and accumulated amortization for a dissolved entity.
−Removed: The net impact to the consolidated financial statements, including the total other intangible assets, was zero.
(In thousands)
Amortization expense of other intangible assets
−Removed: $ 4,809  
−Removed: $ 2,948  
The Company expects to record annual amortization expense as follows:
(In thousands)
−Removed: $ 4,808  
−Removed: $ 4,760  
−Removed: $ 4,760  
−Removed: $ 4,760  
−Removed: $ 4,754  
−Removed: $ 32,020  
NOTE 7 —
3 unchanged sentences
Secured line of credit
−Removed: $ 57,275  
−Removed: $ 68,178  
Term loan, net of debt issuance costs of $ 21 and $ 30 , respectively
−Removed: 22,321  
−Removed: 79,596  
−Removed: 68,178  
amounts due within one year
Total amounts due after one year, net
−Removed: $ 76,025  
−Removed: $ 68,178  
In September 2021, the Company amended its existing $ 100 million secured line of credit, to a $ 25 million term loan and $ 75 million remaining as a secured revolving line of credit.
Both facilities expire in the third quarter of fiscal 2026.
−Removed: The principal of the term loan is repaid annually in the amount of $ 3.6 million over a five -year period with a balloon payment of the remaining balance due on the last month.
+Added: The principal of the term loan is repaid annually in the amount of $ 3.6 million over a five-year period with a balloon payment of the remaining balance due on the last month.
Interest on both the revolving line of credit and the term loan is charged based upon an increment over the LIBOR rate or a base rate, at the Company’s option.
3 unchanged sentences
The increment over LIBOR borrowing rate will be 100 basis points for the second quarter of fiscal 2024.
−Removed:  The fee on the unused balance of the $ 75 million committed line of credit fluctuates between 15 and 25 basis points.
+Added: The fee on the unused balance of the $ 75 million committed line of credit fluctuates between 15 and 25 basis points.
Under the terms of this line of credit, the Company has agreed to a negative pledge of real estate assets and is required to comply with financial covenants that limit the ratio of indebtedness to EBITDA and require a minimum fixed charge ratio.
As of June 30, 2023, there was $ 58.5 million available for borrowing under the $ 75 million line of credit.
+Added: The Company is in compliance with all of its loan covenants as of June 30, 2023.
NOTE 8 —
CASH DIVIDENDS
−Removed: The Company paid cash dividends of $ 5.3 million in fiscal years 2022 and 2021.
+Added: The Company paid cash dividends of $ 5.4 million in fiscal years 2023 and 2022, respectively.
Dividends on restricted stock units in the amount of $ 0.1 million and $ 0.2 million were accrued as of June 30, 2023, and 2022, respectively.
8 unchanged sentences
The number of shares reserved for issuance under the 2019 Omnibus Plan is 2,417,793 shares, all of which are available for future grant or award as of June 30, 2023.
−Removed: The Plan contains 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 non-qualified stock options, stock appreciation rights, restricted stock awards, restricted stock units (RSU’s), performance stock units (PSU’s), and other stock-based awards.
−Removed: The Company also awards Inducement awards are granted by the Company to attract and retain key executives.
+Added: The Company also awards Inducement awards that are granted by the Company to attract and retain key executives.
Inducement awards are separately registered securities and are not part of the 2019 Omnibus Plan.
In fiscal 2023, 197,915 RSUs and 190,510 PSUs were granted.
−Removed: In fiscal 2021, 75,000 inducement options, 30,626 RSUs and 122,509 PSUs were granted.
+Added: In fiscal 2022, 146,821 RSUs and 190,980 PSUs were granted.
+Added: Employee Stock Purchase Plan
+Added: In November of 2021, our board of directors approved the LSI Employee Stock Purchase Plan (“ESPP”).
+Added: A total of 270,000 shares of common stock were provided for issuance under the ESPP.
+Added: Employees may participate at their discretion and are able to purchase, through payroll deduction, common stock at a 10 % discount on a quarterly basis.
+Added: Employees may end their participation at any time during the offering period, and participation ends automatically upon termination of employment with the company.
+Added: During fiscal year 2023, employees purchased 14,000 shares.
+Added: At June 30, 2023, 256,000 shares remained available for purchase under the ESPP.
Stock Options
The fair value of each option on the date of grant was estimated using the Black-Scholes option pricing model.
−Removed: The following table summarizes the weighted-average assumptions used in the Black-Scholes option pricing model to value the stock options granted in the periods indicated.
−Removed: There were no options granted in fiscal 2022.
−Removed: Stock Options
−Removed: Dividend yield
−Removed: Expected volatility
−Removed: Risk-free interest rate
−Removed: Expected life (in years)
−Removed: Fair value per share
−Removed: $ 2.40  
+Added: There were no options granted in fiscal 2023 and fiscal 2022.
Stock option expense is recorded on a straight-line basis, or sooner if the grantee is retirement eligible as defined in the 2019 Omnibus Plan, net of forfeitures.
The forfeiture rate is based on historical rates and reduces the compensation expense recognized.
−Removed: The expected volatility of the Company’s stock was calculated based upon the historic monthly fluctuation in stock price for a period approximating the expected life of option grants. The risk-free interest rate is the rate of a five -year Treasury security at constant, fixed maturity on the approximate date of the stock option grant. The expected life of outstanding options is determined to be less than the contractual term for a period equal to the aggregate group of option holders’
−Removed: estimated weighted average time within which options will be exercised. It is the Company’s policy that when stock options are exercised, new common shares shall be issued.    
−Removed: Servi ce-based options have a three -year ratable vesting period beginning one year after the date of grant.
+Added: The expected volatility of the Company’s stock was calculated based upon the historic monthly fluctuation in stock price for a period approximating the expected life of option grants.
+Added: The risk-free interest rate is the rate of a five-year Treasury security at constant, fixed maturity on the approximate date of the stock option grant.
+Added: The expected life of outstanding options is determined to be less than the contractual term for a period equal to the aggregate group of option holders’
+Added: estimated weighted average time within which options will be exercised.
+Added: It is the Company’s policy that when stock options are exercised, new common shares shall be issued.
+Added: Service-based options have a three-year ratable vesting period beginning one year after the date of grant.
Inducement stock options have a term of ten years only if the employee is employed for three years from the date of grant.
The maximum exercise period of service-based and performance-based stock options granted under the 2019 Omnibus Plan is ten years.
−Removed: There were no service - based or inducement stock options awarded in fiscal 2022.
+Added: There were no service - based or inducement stock options awarded in fiscal 2023 and fiscal 2022.
The Company recorded $ 0.3 million and $ 0.7 million of expense related to stock options in fiscal years 2023 and 2022, respectively.
A summary of stock option activity as of June 30, 2023, and changes during the period from July 1, 2022, through June 30, 2023, are as follows:
+Added: Average Exercise Price
Exercise Price
−Removed: Remaining Contractual
Outstanding at June 30, 2022
−Removed: 2,327,148  
−Removed: $ 6.07  
−Removed: $ 5,320,456  
−Removed: ( 4,833 )  
−Removed: $ 5.48  
−Removed: ( 7,024 )  
−Removed: $ 6.80  
−Removed: ( 14,500 )  
−Removed: $ 9.27  
Outstanding at June 30, 2023
−Removed: 2,300,791  
−Removed: $ 6.05  
−Removed: $ 2,287,764  
Exercisable at June 30, 2023
−Removed: 1,730,964  
−Removed: $ 6.31  
−Removed: $ 1,608,413  
Vested and expected to vest at June 30, 2023
−Removed: 2,286,311  
−Removed: $ 6.05  
−Removed: $ 2,282,521  
−Removed: The aggregate intrinsic value of options exercised during the years ended June 30, 2022, and June 30, 2021, was nominal as of June 30, 2022, and $ 0.2 million as of June 30, 2021.
−Removed: The Company received a nominal amount of proceeds from the exercise of stock options in fiscal 2022 and $ 1.0 million of proceeds from stock options exercises in fiscal 2021.
+Added: The aggregate intrinsic value of options exercised during the years ended June 30, 2023, and June 30, 2022, was $ 2.0 million as of June 30, 2023, and was nominal as of June 30, 2022.
+Added: The Company received $ 3.9 million of cash proceeds from the exercise of stock options in fiscal 2023 and a nominal amount of proceeds from the exercise of stock options in fiscal 2022.
As of June 30, 2023, there was $ 0.1 million of unrecognized compensation cost, net of forfeitures, related to stock options, which is expected to be recognized over a weighted-average remaining period of 0.2 years.
−Removed: For fiscal year 2022, the Company recognized a current income tax benefit of $ 0.2 million for tax deductions related to equity compensation.
+Added: For fiscal year 2023, the Company recognized a current income tax benefit of $ 0.8 million for tax deductions related to equity compensation.
A discrete tax expense of $ 0.1 million was recognized to reduce deferred tax assets for cancelled awards and detriments in excess of the tax deductions.
6 unchanged sentences
The unvested RSUs are non-voting but accrue cash dividends at the same per share rate as those cash dividends declared and paid on LSI’s common stock.
−Removed: Dividends on RSUs in the amount of $ 65,743 were accrued as of June 30, 2022.
+Added: Dividends on RSUs in the amount of $ 101,931 and $ 65,743 were accrued as of June 30, 2023, and 2022 ,respectively.
Accrued dividends are paid to the holder upon vesting of the RSUs and issuance of shares.
4 unchanged sentences
Unvested at June 30, 2022
−Removed: 200,721  
−Removed: $ 6.42  
−Removed: 146,281  
−Removed: $ 8.13  
−Removed: ( 96,671 )  
−Removed: $ 6.26  
−Removed: ( 3,059 )  
−Removed: $ 6.96  
Unvested at June 30, 2023
−Removed: 247,272  
−Removed: $ 7.48  
As of June 30, 2023, there was $ 1.1 million of unrecognized compensation cost, net of forfeitures, related to RSUs, which is expected to be recognized over a weighted-average remaining period of 1.6 years.
4 unchanged sentences
PSUs vest if the Company meets certain financial metrics over a three-year period.
−Removed: The PSUs are non-voting but accrue cash dividends at the same per share rate as those cash dividends declared and paid on LSI’s common stock.
−Removed: This applies to PSUs granted under the 2012 Stock Plan only.
−Removed: Dividends on PSUs in the amount of $ 104,978 and $ 86,196 were accrued as of June 30, 2022, and 2021, respectively.
−Removed: Accrued dividends are paid to the holder upon vesting of the PSUs and issuance of shares.
+Added: The PSUs are non-voting and do not accrue cash dividends at the same per share rate as those cash dividends declared and paid on LSI’s common stock.
The Company recorded $ 2.0 million and $ 1.6 million of expense related to PSUs during fiscal years 2023, and 2022, respectively.
3 unchanged sentences
Unvested at June 30, 2022
−Removed: 456,887  
−Removed: $ 5.96  
−Removed: 190,980  
−Removed: $ 8.12  
−Removed: ( 27,350 )  
−Removed: $ 4.94  
−Removed: ( 23,950 )  
−Removed: $ 7.50  
Unvested at June 30, 2023
−Removed: 596,567  
−Removed: $ 6.63  
As of June 30, 2023, there was $ 1.2 million of unrecognized compensation cost, net of forfeitures, related to PSUs, which is expected to be recognized over a weighted-average remaining period of 2.0 years.
−Removed: Director and Employee Stock Compensation Awards
+Added: Director Stock Compensation Awards
The Company awarded a total of 43,722 and 42,420 common shares as stock compensation awards in fiscal years 2023, and 2022, respectively.
6 unchanged sentences
As of June 30, 2023, there were 30 participants, all with fully vested account balances.
−Removed: A total of 821,876 common shares with a cost of $ 5.9 million, and 345,875 common shares with a cost of $ 2.5 million, both of which included the Company contributions and the participant deferrals, were held in the plan as of June 
−Removed: 30, 2022, and 2021, respectively, and, accordingly, have been recorded as treasury shares. 
+Added: A total of 922,426 common shares with a cost of $ 7.2 million, and 821,876 common shares with a cost of $ 5.9 million, both of which included the Company contributions and the participant deferrals, were held in the plan as of June 30, 2023, and 2022, respectively, and, accordingly, have been recorded as treasury shares.
The change in the number of shares held by this plan is the net result of newly issued shares as compensation deferred into the plan offset by distributions to terminated employees.
3 unchanged sentences
Purchase commitments of the Company totaled $ 50.0 million as of June 30, 2023.
−Removed: 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.
−Removed: The Company also acquired buildings, machinery and forklift leases with the acquisition of JSI, as well as one sublease.
−Removed: All but two of the Company’s leases are operating.
+Added: The Company leases certain manufacturing facilities along with a small office space, several forklifts, several small tooling items, and various items of office equipment.
+Added: All but two of the Company’s leases are operating leases.
Leases have a remaining term of one to seven years some of which have an option to renew.
9 unchanged sentences
Operating lease cost
−Removed: $ 3,483  
−Removed: $ 2,428  
Financing lease cost:
2 unchanged sentences
Variable lease cost
−Removed: Sublease income
Total lease cost
−Removed: $ 3,945  
−Removed: $ 2,777  
Supplemental Cash Flow Information
2 unchanged sentences
Fixed payments - operating lease cash flows
−Removed: $ 3,576  
−Removed: $ 2,412  
Liability reduction - operating cash flows
−Removed: $ 3,064  
−Removed: $ 1,983  
Cash flows from finance leases
5 unchanged sentences
Total operating right-of-use assets
−Removed: $ 8,664  
−Removed: $ 11,579  
Accrued expenses (Current liabilities)
−Removed: $ 1,274  
−Removed: $ 1,424  
Long-term operating lease liability
−Removed: 10,890  
Total operating lease liabilities
−Removed: $ 9,514  
−Removed: $ 12,314  
Weighted Average remaining Lease Term (in years)
Weighted Average Discount Rate
−Removed: 4.81 %  
Finance Leases:
2 unchanged sentences
Buldings under finance leases
−Removed: $ 2,033  
−Removed: $ 2,033  
Equipment under finance leases
Accumulated depreciation
−Removed: ( 634 )  
Total finance lease assets, net
−Removed: $ 1,410  
−Removed: $ 1,724  
Accured expenses (Current liabilities)
1 unchanged sentence
Total finance lease liabilities
−Removed: $ 1,521  
−Removed: $ 1,784  
Weighted Average remaining Lease Term (in years)
Weighted Average Discount Rate
−Removed: 4.86 %  
Maturities of Lease Liability:
−Removed: Operating Lease Liabilities
−Removed: Finance Lease Liabilities
−Removed: Operating Subleases
−Removed: Net Lease Commitments
−Removed: $ 3,738  
−Removed: $ ( 377 )  
−Removed: $ 3,704  
−Removed: ( 377 )  
−Removed: ( 31 )  
+Added: Operating Lease
+Added: Finance Lease
Total lease payments
−Removed: $ 10,213  
−Removed: $ 1,706  
−Removed: $ ( 785 )  
−Removed: $ 11,134  
−Removed: ( 699 )  
−Removed: ( 185 )  
Present Value of Lease Liabilities
−Removed: $ 9,514  
−Removed: $ 1,521  
−Removed: $ 10,250  
NOTE 11 —
−Removed: The following information is provided for the years ended June 
+Added: The following information is provided for the years ended June 30:
(In thousands)
1 unchanged sentence
United States
−Removed: $ 20,124  
−Removed: $ 7,117  
−Removed: ( 1,039 )  
Income before income taxes
−Removed: $ 19,085  
−Removed: $ 7,916  
Provision for income taxes
−Removed: $ 3,586  
−Removed: $ 2,425  
State and local
Total current
−Removed: ( 342 )  
Total provision for income taxes
−Removed: $ 4,053  
−Removed: $ 2,048  
(In thousands)
4 unchanged sentences
Federal tax credits
−Removed: ( 1.0 )  
−Removed: Valuation allowance
−Removed: NY State Tax Credits
−Removed: Transaction cost
Uncertain tax position activity
−Removed: ( 0.3 )  
Stock-based compensation
−Removed: ( 0.3 )  
Tax rate changes
−Removed: ( 1.4 )  
Effective tax rate
−Removed: The components of deferred income tax assets and (liabilities) at June 
−Removed: 30, 2022, and 2021 are as follows:
+Added: The components of deferred income tax assets and (liabilities) at June 30, 2023, and 2022 are as follows:
Components of deferred income tax assets and liabilities
7 unchanged sentences
Lease Liability
−Removed: Goodwill, acquisition costs and intangible assets
Federal net operating loss carryover and credits
Deferred income tax asset before valuation allowance
−Removed: 11,241  
−Removed: 13,323  
Valuation allowance
−Removed: ( 108 )  
Deferred income tax asset
−Removed: 11,133  
−Removed: 13,215  
Goodwill, acquisition costs and intangible assets
−Removed: ( 3,519 )  
−Removed: ( 2,205 )  
Right of Use Asset
−Removed: ( 2,513 )  
Deferred income tax liability
−Removed: ( 8,237 )  
Net deferred income tax asset
−Removed: $ 2,896  
−Removed: $ 2,556  
The Company has U.S.
federal net operating loss carry forward deferred tax assets of $ 0.2 million and $ 1.1 million at June 30, 2023, and June 30, 2022, respectively.
−Removed: The increase of $ 1.4 million in fiscal 2021 was from the acquisition of JSI which has an unlimited carryforward period.
−Removed:  The remaining $ 0.1 million will expire over a three -year period beginning June 30, 2029.
+Added: The federal net operating loss carry forward was from the acquisition of JSI in May 2021.
+Added: The decrease of $ 0.9 million in fiscal 2023 was from utilization of the net operating loss.
The Company has deferred tax assets for research and development credits of $ 0.1 million at both June 30, 2023, and June 30, 2022.
Utilization of the federal net operating losses and research and development credits are limited by Internal Revenue Code Section 382 but are expected to be realized before expiration.
−Removed: The Company has Canadian net operating loss carry forward deferred tax assets of $ 0.5 million at June 30, 2022.
+Added: The Company has Canadian net operating loss carry forward deferred tax assets of $ 0.3 million and $ 0.5 million at June 30, 2023, and June 30, 2022, respectively.
+Added: The decrease of $ 0.2 million was from utilization of the net operating loss.
The $ 0.3 million deferred tax asset was from the acquisition of JSI and has a 20 year carryforward period.
The Company has state net operating loss carryovers and tax credit deferred tax assets of $ 0.1 million and $ 0.3 million at June 30, 2023, and June 30, 2022, respectively.
−Removed: At June 30, 2021, there was $ 0.3 million of state net operating losses from the acquisition of JSI and $ 0.3 million other state net operating losses and tax credits.
−Removed: A valuation allowance of $ 0.1 million exists at June 30, 2022 against Oregon tax credits not expected to be used. 
+Added: A portion of the sate net operating loss carry forward was from the acquisition of JSI in May 2021.
+Added: A valuation allowance of $ 0.1 million exists at June 30, 2023, against Oregon tax credits not expected to be used.
The Oregon credits are otherwise expected to expire over a 4-year period beginning June 30, 2027.
−Removed: During fiscal year 2021, the Company eliminated the deferred tax asset and related valuation allowance for the New York tax credits of $ 2.1 million when the entity holding the New York credits was dissolved. There was no impact to the consolidated financial statements.
−Removed: At June 
−Removed: 30, 2022, tax, interest, and penalties, net of potential federal tax benefits, were $ 0.6 million, $ 0.3 million, and $ 0.2 million, respectively, of the total reserve for uncertain tax positions of $ 1.1 million.
+Added: At June 30, 2023, tax, interest, and penalties, net of potential federal tax benefits, were $ 0.6 million, $ 0.3 million, and $ 0.1 million, respectively, of the total reserve for uncertain tax positions of $ 1.0 million.
The entire uncertain tax position of $ 0.6 million, net of federal tax benefit, would impact the effective tax rate if recognized.
−Removed: At June 
−Removed: 30, 2021, tax, interest, and penalties, net of potential federal tax benefits, were $ 0.7 million, $ 0.3 million and $ 0.2 million, respectively, of the total reserve for uncertain tax positions of $ 1.2 million.
+Added: At June 30, 2022, tax, interest, and penalties, net of potential federal tax benefits, were $ 0.6 million, $ 0.3 million, and $ 0.2 million, respectively, of the total reserve for uncertain tax positions of $ 1.1 million.
The entire uncertain tax position of $ 0.6 million net of federal tax benefit, would impact the effective tax rate if recognized.
3 unchanged sentences
The Company recognized interest net of federal benefit and penalties of $ 500 and ($ 3,000 ), respectively, in fiscal 2023 and $( 8,000 ) and $( 10,000 ), respectively, in fiscal 2022.
−Removed: The reserve for uncertain tax positions is not expected to change significantly in the next twelve months. 
+Added: The reserve for uncertain tax positions is not expected to change significantly in the next twelve months.
The tax activity in the liability for uncertain tax positions was as follows:
+Added: Uncertain tax positions
(In thousands)
1 unchanged sentence
Decreases - tax positions in prior period
−Removed: ( 117 )  
Increase - tax positions in current period
−Removed: Increases - tax positions in prior period
−Removed: Settlements and payments
−Removed: Lapse of statute of limitations
Balance at end of the fiscal year
−Removed: The Company files a consolidated federal income tax return in the United States, and files various combined and separate tax returns in several state and local jurisdictions, and also in Canada and Mexico.
+Added: The Company files a consolidated federal income tax return in the United States, and files various combined and separate tax returns in several state and local jurisdictions, and also in Canada, Mexico, and Puerto Rico.
In general, the Company is no longer subject to U.S.
−Removed: Federal, state, and local tax examinations by tax authorities for fiscal years ending prior to June 
−Removed: Except that US tax years prior to June 30, 2019, are subject to exam to the extent of the US tax refunds generated from the carry back of the June 30, 2019, federal net operating loss. 
−Removed: The Company received notice that the IRS intends to examine the US tax year ended June 30, 2020, but the exam has not started. 
+Added: Federal, state, and local tax examinations by tax authorities for fiscal years ending prior to June 30, 2020.
+Added: Except that US tax years prior to June 30, 2020, are subject to exam to the extent of the US tax refunds generated from the carry back of the June 30, 2020, federal net operating loss.
+Added: The IRS completed their examination of the US tax year ended June 30, 2020, and issued a no change report.
NOTE 12 —
2 unchanged sentences
Cash Payments:
−Removed: $ 1,668  
−Removed: $ 4,965  
Non-cash investing and financing activities
1 unchanged sentence
Issuance of common shares to fund deferred compensation plan
−Removed: $ 3,610  
−Removed: $ 1,534  
+Added: Issuance of common shares to fund ESPP plan
NOTE 13 —
14 unchanged sentences
Accrual of expense
−Removed: ( 26 )  
Balance at end of period
NOTE 15 —
−Removed: RELATED PARTY TRANSACTIONS
−Removed: One of the Company’s former independent outside directors is a director of Wesco International (Wesco). 
−Removed: Wesco purchases lighting fixtures from the Company.
−Removed: Wesco was no longer be considered a related party after fiscal 2021 because the outside director no longer serves on the Company’s Board of Directors.
−Removed: The Company has recognized revenue related to the following related party transactions in the fiscal years indicated:
−Removed: (In thousands)
−Removed: Wesco International
−Removed: $ 2,013  
−Removed: As of the balance sheet date indicated, the Company had the following accounts receivable recorded with respect to related party transactions:
−Removed: (In thousands)
−Removed: Wesco International
−Removed: NOTE 17 —
SUMMARY OF QUARTERLY RESULTS (UNAUDITED)
1 unchanged sentence
(In thousands except per share data)
−Removed: $ 106,397  
−Removed: $ 111,143  
−Removed: $ 110,111  
−Removed: $ 127,469  
−Removed: $ 455,120  
−Removed: 24,510  
−Removed: 25,448  
−Removed: 26,793  
−Removed: 32,457  
−Removed: 109,208  
−Removed: 15,032  
Earnings per share
−Removed: $ 0.12  
−Removed: $ 0.11  
−Removed: $ 0.13  
−Removed: $ 0.19  
−Removed: $ 0.55 (a) 
−Removed: $ 0.11  
−Removed: $ 0.11  
−Removed: $ 0.13  
−Removed: $ 0.18  
−Removed: $ 0.54 (a) 
Range of share prices
−Removed: $ 8.43  
−Removed: $ 8.42  
−Removed: $ 7.49  
−Removed: $ 7.66  
−Removed: $ 8.43  
−Removed: $ 7.12  
−Removed: $ 6.41  
−Removed: $ 6.00  
−Removed: $ 5.53  
−Removed: $ 5.53  
−Removed: $ 70,006  
−Removed: $ 76,387  
−Removed: $ 72,204  
−Removed: $ 97,015  
−Removed: $ 315,612  
−Removed: 18,272  
−Removed: 19,706  
−Removed: 18,092  
−Removed: 22,904  
−Removed: 78,974  
Earnings per share
−Removed: $ 0.08  
−Removed: $ 0.08  
−Removed: $ 0.05  
−Removed: $ 0.01  
−Removed: $ 0.22 (a) 
−Removed: $ 0.07  
−Removed: $ 0.08  
−Removed: $ 0.05  
−Removed: $ 0.01  
−Removed: $ 0.21 (a) 
Range of share prices
−Removed: $ 7.34  
−Removed: $ 9.01  
−Removed: $ 10.78  
−Removed: $ 9.54  
−Removed: $ 10.78  
−Removed: $ 5.52  
−Removed: $ 6.75  
−Removed: $ 8.09  
−Removed: $ 7.55  
−Removed: $ 5.52  
+Added: The total of the earnings per share for each of the four quarters does not equal the total earnings per share for the full year because the calculations are based on the average shares outstanding during each of the individual periods.
+Added: There is no difference between basic and diluted shares due to losses.
LSI INDUSTRIES INC.
3 unchanged sentences
FOR THE YEARS ENDED JUNE 30, 2023, and 2022
−Removed: (In thousands)
+Added: (In thousands)   
Allowance for Credit Losses:
9 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.