Quarterly Report for Quarter Ending SEPTEMBER 30, 2025 (Form 10-Q)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Note About Forward-Looking Statements

This report includes estimates, projections, statements relating to our business plans, objectives, and expected operating results that are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements may appear throughout this report, including this section. These forward-looking statements generally are identified by the words "believe," "project," "expect," "anticipate," "focus," "estimate," "intend," "strategy," "future," "opportunity," "plan," "may," "should," "will," "would," "will be," "will continue," "will likely result," and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties that may cause actual results to differ materially. We describe risks and uncertainties that could cause actual results and events to differ materially in in our Annual Report on Form 10-K in the following sections: "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Quantitative and Qualitative Disclosures about Market Risk," and "Risk Factors." All of those risks and uncertainties are incorporated herein by reference. We undertake no obligation to update or revise publicly any forward-looking statements, whether because of new information, future events, or otherwise.

The following Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") is intended to help the reader understand the results of operations and financial condition of LSI Industries Inc. MD&A is provided as a supplement to, and should be read in conjunction with, our Annual Report on Form 10-K for the year ended June 30, 2025, and our financial statements and the accompanying Notes to Financial Statements (Part I, Item 1 of this Form 10-Q).

Our condensed consolidated financial statements, accompanying notes and the "Safe Harbor" Statement, each as appearing earlier in this report, should be referred to in conjunction with this Management's Discussion and Analysis of Financial Condition and Results of Operations.

Summary of Consolidated Results

Net Sales by Business Segment		Three Months Ended
		September 30
(In thousands)		2025				2024
Lighting Segment		$	69,053			$	58,437
Display Solutions Segment			88,196				79,658
Total Net Sales		$	157,249			$	138,095

Operating Income (Loss) by Business Segment		Three Months Ended
		September 30
(In thousands)		2025				2024
Lighting Segment		$	8,549			$	5,759
Display Solutions Segment			8,592				7,708
Corporate and Eliminations			(6,169	)			(4,336	)
Total Operating Income		$	10,972			$	9,131

Net sales of $157.2 million for the three months ended September 30, 2025, increased 14% as compared to net sales of $138.1 million for the three months ended September 30, 2024. Lighting segment net sales of $69.1 million increased 18% compared to prior year quarter net sales of $58.4 million. Strong Lighting t net sales were driven by the introduction of several new products and the Company's ability to convert multiple competitor accounts to LSI. Net sales in the Display Solutions segment of $88.2 million increased 11% compared to the same quarter last year sales of $79.7 million. The increase in net sales in the Display Solutions segment is the result of continued steady demand in the refueling/c-store and grocery markets and from the acquisition of Canada's Best Holdings which contributed $8.9 million of the quarter-over-quarter sales growth.

Operating income of $11.0 million for the three months ended September 30, 2025, represents a 20% increase from operating income of $9.1 million in the three months ended September 30, 2024. Adjusted operating income, a Non-GAAP measure, was $14.1 million in the three months ended September 30, 2025, represents an 18% increase compared to $11.9 million in the three months ended September 30, 2024. Refer to "Non-GAAP Financial Measures" below for a reconciliation of Non-GAAP financial measures to U.S. GAAP measures. The increase in operating income is the result of an increase in net sales in both segments coupled with improved price realization and disciplined cost management.

Non-GAAP Financial Measures

This report includes adjustments to GAAP operating income, net income, and earnings per share for the three months ended September 30, 2025, and 2024. Operating income, net income, and earnings per share, which exclude the impact of long-term performance-based compensation expense, the amortization expense of acquired intangible assets, commercial growth opportunity expense, acquisition costs, the lease expense on the step-up basis of acquired leases, and restructuring and severance costs, are non-GAAP financial measures. We further note that while the amortization expense of acquired intangible assets is excluded from the non-GAAP financial measures, the revenue of the acquired companies is included in the measures, and the acquired assets contribute to the generation of revenue. We believe these non-GAAP measures will provide increased transparency to our core operating performance of the business. Also included in this report are non-GAAP financial measures, including Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA and Adjusted EBITDA), Net Debt to Adjusted EBITDA, and Free Cash Flow. We believe that these are useful as supplemental measures in assessing the operating performance of our business. These measures are used by our management, including our chief operating decision maker, to evaluate business results, and are frequently referenced by those who follow the Company. These non-GAAP measures may be different from non-GAAP measures used by other companies. In addition, the non-GAAP measures are not based on any comprehensive set of accounting rules or principles. Non-GAAP measures have limitations, in that they do not reflect all amounts associated with our results as determined in accordance with U.S. GAAP. Therefore, these measures should be used only to evaluate our results in conjunction with corresponding GAAP measures. Below is a reconciliation of these non-GAAP measures to net income and earnings per share reported for the periods indicated along with the calculation of EBITDA, Adjusted EBITDA, Free Cash Flow, Net Debt to Adjusted EBITDA, and organic sales growth.

		Three Months Ended
Reconciliation of operating income to adjusted operating income:		September 30
		2025				2024
(In thousands)
Operating income as reported		$	10,972			$	9,131
Long-term performance based compensation			1,282				1,184
Amortization expense of acquired intangible assets			1,554				1,408
Restructuring/severance costs			(71	)			60
Acquisition costs			220				48
Lease expense on the step-up basis of acquired leases			68				67
Adjusted operating income		$	14,025			$	11,898

Reconciliation of net income to adjusted net income		Three Months Ended
		September 30
(In thousands, except per share data)		2025								2024
						Diluted EPS								Diluted EPS
Net income as reported		$	7,264			$	0.23			$	6,682			$	0.22
Long-term performance based compensation			954	(1)			0.03				881	(6)			0.03
Amortization expense of acquired intangible assets			1,117	(2)			0.04				1,042	(7)			0.03
Restructuring/severance costs			(53	) (3)			-				45	(8)			-
Acquisition costs			165	(4)			-				36	(9)			-
Lease expense on the step-up basis of acquired leases			51	(5)			-				50	(10)			-
Foreign Currency transaction loss on intercompany loan			326				0.01				-				-
Tax rate difference between reported and adjusted net income			(93	)			-				(755	)			(0.02	)
Net income adjusted		$	9,731			$	0.31			$	7,981			$	0.26

The following represents the income tax effects of the adjustments in the tables above, which were calculated using the estimated combined U.S., Canada and Mexico effective income tax rates for the periods indicated (in thousands):

⁽¹⁾ $328

⁽²⁾ $437

⁽³⁾ ($18)

⁽⁴⁾ $55

⁽⁵⁾ $17

⁽⁶⁾ $267

⁽⁷⁾ $366

⁽⁸⁾ $15

⁽⁹⁾ $12

⁽¹⁰⁾ $17

		Three Months Ended
Reconciliation of net income to EBITDA and adjusted EBITDA		September 30
		2025				2024
(In thousands)
Net income - reported		$	7,264			$	6,682
Income tax			2,431				1,635
Interest expense, net			747				875
Other expense (income)			530				(61	)
Operating income as reported		$	10,972			$	9,131
Depreciation and amortization			3,200				2,940
EBITDA		$	14,172			$	12,071
Acquisition costs			220				48
Long-term performance based compensation			1,282				1,184
Restructuring/severance costs			(71	)			60
Lease expense on the step-up basis of acquired leases			68				67
Adjusted EBITDA		$	15,671			$	13,430

		Three Months Ended
Reconciliation of cash flow from operations to free cash flow		September 30
		2025				2024
(In thousands)
Cash flow from operations		$	676			$	11,846
Capital expenditures			(967	)			(759	)
Free cash flow		$	(291	)		$	11,087

Net debt to adjusted EBITDA		September 30
(In thousands)		2025				2024
Current portion and long-term debt as reported		$	3,571			$	3,571
Long-Term Debt			47,105				44,118
Debt as reported		$	50,676			$	47,689
Less:
Cash and cash equivalents as reported			7,143				6,969
Net debt		$	43,533			$	40,720
Adjusted EBITDA - Trailing 12 Months		$	57,308			$	49,770
Net debt to adjusted EBITDA			0.8				0.8

Results of Operations

THREE MONTHS ENDED SEPTEMBER 30, 2025, COMPARED TO THREE MONTHS ENDED SEPTEMBER 30, 2024

Display Solutions Segment
(In thousands)		2025				2024
Net Sales		$	88,196			$	79,658
Gross Profit		$	17,095			$	15,030
Operating Income		$	8,592			$	7,708

Display Solutions Segment net sales of $88.2 million in the three months ended September 30, 2025, increased 11% from net sales of $79.7 million in the same period in fiscal 2025. The increase in net sales in the Display Solutions segment is the result of favorable demand in the refueling/c-store and grocery markets and from the acquisition of Canada's Best Holdings which contributed $8.9 million of the quarter-over-quarter sales growth.

Gross profit of $17.1 million in the three months ended September 30, 2025, increased 14% from the same period of fiscal 2025. Gross profit as a percentage of net sales in the three months ended September 30, 2025, increased to 19.4% from 18.9% in the same period of fiscal 2025 impacted by favorable product and vertical market mix. The Company continues to maintain favorable program pricing and prudent cost management.

Operating expenses of $8.5 million in the three months ended September 30, 2025, increased 16% from the same period of fiscal 2025, primarily driven by the acquisition of CBH and by continued investment in commercial initiatives to drive growth.

Display Solutions Segment operating income of $8.6 million in the three months ended September 30, 2025, increased 12% from the same period of fiscal 2025. The increase in operating income was driven by the increase in net sales and an improvement in gross profit margin.

Lighting Segment
(In thousands)		2025				2024
Net Sales		$	69,053			$	58,437
Gross Profit		$	23,182			$	18,626
Operating Income		$	8,549			$	5,759

Lighting Segment net sales of $69.1 million in the three months ended September 30, 2025, increased 18% compared to net sales of $58.4 million in the same period in fiscal 2025. Strong Lighting net sales were driven by the introduction of several new products and the Company's ability to convert multiple competitor accounts to LSI.

Gross profit of $23.2 million in the three months ended September 30, 2025, increased 25% from the same period of fiscal 2025 while gross profit as a percentage of sales improved from 31.9% in the first quarter of fiscal 2025 to 33.6% in the first quarter of fiscal 2026. The improved gross margin reflects increased volume, but also the ability to successfully align selling prices with changes in material input costs.

Operating expenses of $14.6 million in the three months ended September 30, 2025, increased 14% from the same period of fiscal 2025, driven mostly by agent commission expense resulting from higher sales.

Lighting Segment operating income of $8.5 million for the three months ended September 30, 2025, increased 48% from operating income of $5.8 million in the same period of fiscal 2025 primarily driven by increased net sales and an improvement in gross profit margin.

Corporate and Eliminations
(In thousands)		2025				2024
Gross (Loss)		$	-			$	(9	)
Operating (Loss)		$	(6,169	)		$	(4,336	)

The gross (loss) relates to the change in the intercompany profit in inventory elimination.

Operating expenses of $6.2 million in the three months ended September 30, 2025, increased from operating expenses of 4.3 in the three months ended September 30, 2024. The increase was primarily the result of the investment in commercial initiatives to support the growth of the Company, including the cost associated with acquisitions, and performance related compensation programs.

Consolidated Results

The Company reported $0.7 million and $0.8 million of net interest expense in the three months ended September 30, 2025, and September 30, 2024, respectively. The decrease in interest expense is the result of positive cash flow to pay down the of funds borrowed to acquire EMI Industries, LLC in the fourth quarter of fiscal 2024 and Canada's Best Holdings in the third quarter of fiscal 2025, and by lower borrowing costs. The Company also recorded other expense/(income) of $0.5 million and ($0.1) million in the three months ended September 30, 2025, and September 30, 2024, respectively, both of which is related to net foreign exchange currency transaction gains and losses through the Company's Mexican and Canadian subsidiaries.

The $2.4 million of income tax expense in the three months ended September 30, 2025, represents a consolidated effective tax rate of 25.1%. The $1.6 million of income tax expense in the three months ended September 30, 2024, represents a consolidated effective tax rate of 19.7%. Impacting the effective tax rate of both reported periods was the favorable tax treatment of the Company's long-term performance-based compensation.

The Company reported net income of $7.3 million in the three months ended September 30, 2025, compared to net income of $6.7 million in the three months ended September 30, 2024. Non-GAAP adjusted net income was $9.7 million for the three months ended September 30, 2025, compared to adjusted net income of $8.0 million for the three months ended September 30, 2024 (Refer to the Non-GAAP tables above). The increase in Non-GAAP adjusted net income is primarily the result of an increase in net sales and by the favorable profit margin impact of product mix. Diluted adjusted earnings per share of $0.23 was reported in the three months ended September 30, 2025, compared to $0.22 diluted adjusted earnings per share in the same period of fiscal 2025. The weighted average common shares outstanding for purposes of computing diluted earnings per share in the three months ended September 30, 2025, were 31,381,000 shares compared to 30,530,000 shares in the same period last year.

Liquidity and Capital Resources

The Company considers its level of cash on hand, borrowing capacity, current ratio and working capital levels to be its most important measures of short-term liquidity. For long-term liquidity indicators, the Company believes its ratio of long-term debt to equity and our historical levels of net cash flows from operating activities to be the most important measures.

At September 30, 2025, the Company had working capital of $112.4 million compared to $96.8 million at June 30, 2025. The ratio of current assets to current liabilities was 2.2 to 1 as of September 30, 2025, and 2.0 to 1 as of June 30, 2025. The increase in working capital from June 30, 2025, to September 30, 2025, is primarily driven by a $10.4 million increase in net accounts receivable and a $3.7 million increase in cash.

Net accounts receivable was $114.8 million and $104.3 million at September 30, 2025, and June 30, 2025, respectively. DSO increased to 65 days at September 30, 2025, from 57 days at June 30, 2025. The increase in net accounts receivable and the corresponding increase in DSO is directly related to strong sales in the last month of the quarter, and an inadvertent delay in project billing for a large customer.

Net inventories of $78.9 million at September 30, 2025, decreased $0.9 million from $79.8 million at June 30, 2025. Lighting Segment net inventory increased $3.0 million to support the growth in backlog, whereas net inventory in the Display Solutions Segment decreased $3.9 million as a result of several shipments supporting several customer rollout programs.

Cash generated from operations and borrowing capacity under the Company's line of credit is its primary source of liquidity. In September 2025, the Company amended its existing $100 million credit facility which consisted of a $25 million term loan and a $75 million revolving credit line to a $125 million revolving credit line. The $125 million credit facility will expire in the first quarter of fiscal 2031. As of September 30, 2025, $73 million of the credit line was available. The Company is in compliance with all of its loan covenants. The $100 million credit facility plus cash flows from operating activities are adequate for operational and capital expenditure needs for the remainder of fiscal 2026.

The Company generated $0.7 million of cash from operating activities in the three months ended September 30, 2025, compared to $11.8 million of cash generated from operating activities in the same period in fiscal 2025. While cash flow from earnings was positive in the first quarter of fiscal 2026, the growth in net accounts receivable partially offset the cash flow generated from earnings. The Company continues to proactively manage its working capital while generating positive cash flow from earnings.

The Company consumed $0.7 million and $0.8 million of cash related to investing activities in the three months ended September 30, 2025, and September 30, 2025, respectively, most of which related to investments in equipment and tooling to support sales growth.

The Company generated cash of $3.9 million in the three months ended September 30, 2025, compared to a consumption of cash of $8.1 million in the three months ended September 30, 2024, related to financing activities. The decline in cash flow from operations from the first quarter of fiscal 2025 to the first quarter of fiscal 2026 contributed to the period-over-period comparison of cash flow from financing activities whereby the Company borrowed from its credit facility to fund the operating cashflow shortfall in the current quarter. Contributing favorably to cash flow from financing activities was the generation of cash related to the proceeds from the exercise of stock options of $3.0 million in the first quarter of fiscal 2026 compared to $0.2 million of proceeds from the exercise of stock option in the prior period.

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.

Off-Balance Sheet Arrangements

The Company has no financial instruments with off-balance sheet risk and have no off-balance sheet arrangements.

Cash Dividends

In November 2025, the Board of Directors declared a regular quarterly cash dividend of $0.05 per share payable November 25, 2025, to shareholders of record as of November 17, 2025. The indicated annual cash dividend rate for fiscal 2026 is $0.20 per share. The Board of Directors has adopted a policy regarding dividends which indicates that dividends will be determined by the Board of Directors in its discretion based upon its evaluation of earnings, cash flow requirements, financial condition, debt levels, stock repurchases, future business developments and opportunities, and other factors deemed relevant.

Critical Accounting Policies and Estimates

A summary of our significant accounting policies is included in Note 1 to the audited consolidated financial statements of the Company's fiscal 2025 Annual Report on Form 10-K.