LSI INDUSTRIES INC (Form: 8-K, Received: 09/24/2019 17:06:37)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): September 24, 2019

LSI INDUSTRIES INC.

(Exact name of Registrant as specified in its Charter)

Ohio

01-13375

31-0888951

(State or Other Jurisdiction of

Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

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

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

Title of each class

Trading
symbol(s)

Name of each exchange
on which registered

Common shares, no par value

LYTS

The NASDAQ Stock Market LLC

(NASDAQ Global Select Market)

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

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

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

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

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

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

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

Emerging growth company ☐

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

Item 7.01 Regulation FD Disclosure.

On September 19, 2019, LSI Industries Inc. (“LSI”) completed the sale of its New Windsor facility (“the Facility”) and realized approximately $12 million in net proceeds, which will be used to reduce debt. As of June 30, 2019, LSI had total net debt outstanding of $39.5 million. On a Pro-forma basis, the net proceeds resulting from the sale of the Facility reduced net debt by $12 million to $27.5 million total outstanding net debt. On a pro-forma basis for the twelve months ended June 30, 2019, adjusted EBITDA to net debt for the trailing twelve months was 1.9x.

LSI issued a Press Release on September 24, 2019 announcing the sale of the Facility, a copy of which is filed herewith. Adjusted EBITDA is a non-GAAP financial measure. Please see our Annual Report on Form 10-K for the fiscal year ended June 30, 2019 for a reconciliation of this non-GAAP financial measure to GAAP as well as our discussion on why the Company uses this non-GAAP measure.

This information included in this Item 7.01 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and is not

Item 9.01 Financial Statements and Exhibits.

(a)

Financial statements of business acquired. Not applicable.

(b)

Pro forma financial information. Not applicable.

(c)

Shell company transactions. Not applicable

(d)

Exhibits.

Exhibit No.	Description

99.1	Press Release of LSI Industries Inc. dated September 24, 2019

SIGNATURES

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

		LSI INDUSTRIES INC.

		/s/ Thomas A. Caneris
		Thomas A. Caneris
		Senior Vice President, Human Resources & General Counsel
September 24, 2019

Exhibit 99.1

LSI INDUSTRIES COMPLETES SALE OF NEW WINDSOR FACILITY

--LSI Receives $12 million in Net Sale Proceeds to Reduce Debt, Support Organic Growth—

--Net Leverage Declines to 1.9x on a Pro-Forma Basis--

CINCINNATI, OH., September 24, 2019 -- LSI Industries Inc. (NASDAQ: LYTS, “LSI” or the “Company”) a leading U.S. based manufacturer of indoor/outdoor lighting and graphics solutions, today announced that the Company has completed the sale of its New Windsor, New York manufacturing facility. As previously disclosed, the closure and sale of the New Windsor facility follows a strategic decision to transition production operations to the Company’s existing facilities in Ohio and Kentucky.

LSI has received $12 million in net proceeds from the sale of the New Windsor facility. The Company intends to use these net proceeds to reduce outstanding indebtedness, while continuing to invest selectively in the ongoing growth of the business. As previously disclosed, the Company expects to generate $4 million of annualized cost savings following the closure of the New Windsor facility, while realizing improved asset utilization and related operating efficiencies.

As of June 30, 2019, LSI had total net debt outstanding of $39.5 million. Pro-forma for the net proceeds resulting from the sale of the facility, net debt was reduced by $12 million to $27.5 million, or 1.9x trailing adjusted EBITDA* for the twelve months ended June 30, 2019.

“The sale of the New Windsor facility is an important milestone for LSI, one that further streamlines our manufacturing footprint, while reducing net leverage within the business,” stated Jim Clark, CEO of LSI Industries. “The decision to further consolidate production is part of a broader focus on building a high performance operations network that is well-equipped to scale with customer demand, while providing best-in-class customer service. During the past six months, we have continued to invest in our Ohio, Texas, Kentucky, and North Carolina facilities, with the objective of positioning the overall business for profitable growth in market verticals where our differentiated products, service and support capabilities position LSI as a market leader.”

*Adjusted EBITDA is a non-GAAP financial measure. Please see our Annual Report on Form 10-K for the fiscal year ended June 30, 2019 for a reconciliation of this non-GAAP financial measure to GAAP as well as our discussion on why the Company uses this non-GAAP measure.

ABOUT LSI INDUSTRIES

LSI Industries Inc. (NASDAQ:LYTS) is a U.S.-based manufacturer of lighting, graphics and technology solutions for both indoor and outdoor applications. LSI is a leading solutions provider to several primary end-markets, including petroleum, automotive, quick serve restaurants, grocery, banking, retail, renovation, parking and warehousing. LSI’s products are marketed throughout North America through a network of independent sales representatives and distributors, as well as through national accounts. LSI

LSI Industries Inc. Completes Sale of New Windsor Facility

September 24, 2019

partners with customers to provide a full range of design support, engineering, installation and project management services. Headquartered in Blue Ash, Ohio, LSI currently employs over 1,200 employees and operates seven facilities throughout the United States.

Learn more: www.lsi-industries.com.

FORWARD-LOOKING STATEMENTS

Forward-looking statements may be identified by words such as “estimates,” “anticipates,” “encourage,” “projects,” “plans,” “expects,” “can,” “intends,” “believes,” “seeks,” “may,” “will,” “should,” or the negative versions of those words and similar expressions and by the context in which they are used. For details on the uncertainties that may cause our actual results to be materially different than those expressed in our forward-looking statements, visit http://www.lsi-industries.com/fls as well as our Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q which contain risk factors.

INVESTOR CONTACT

Investor Contact:

Noel Ryan, IRC

720.778.2415

LYTS@vallumadvisors.com

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