UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549

_________________________

 

WASHINGTON, D.C.  20549

FORM 10-Q

 

X

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLYQUARTERLY PERIOD ENDED DECEMBERMARCH 31, 2017.2020 OR

 

 

 

 

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ________________ TO ________________.

 

Commission File No. 0-13375

LSI Industries Inc.

(Exact name of registrant as specified in its charter)

 

LSI Industries Inc.

Ohio

31-0888951

(State or other jurisdiction

of incorporation or organization)

(I.R.S. Employer Identification No.)

 

State of Incorporation - Ohio        IRS Employer I.D. No. 31-0888951

10000 Alliance Road

10000 Alliance Road, Cincinnati, Ohio  45242

45242

(Address of principal executive offices)

(Zip Code)

(513) 793-3200

Registrant’s telephone number, including area code)

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, no par value

LYTS

NASDAQ Global Select Market

 

Indicate by checkmark whether the Registrant:registrant:  (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrantregistrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.  YES      X       NO   ____

 

Indicate by checkmark whether the Registrantregistrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).

YES      X       NO   ____

 

Indicate by checkmark whether the Registrantregistrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company or an emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

 

Large accelerated filer [    ]  

 

Accelerated filer [ X ]                          Emerging growth company [    ]

 

Non-accelerated filer [    ] 

 

Smaller reporting company [    ]

 

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

 

Indicate by checkmark whether the Registrantregistrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes ____  YES   ☐    NO      X  

 

As of JanuaryApril 27, 20182020, there were 25,574,45726,192,949 shares of the Registrant'sregistrant's common stock, no par value per share, outstanding.


 

 

LSI INDUSTRIES INC.

FORM 10-Q

FOR THE QUARTER ENDED DECEMBERMARCH 31, 20172020

 

INDEX

 

 

Begins on Page

PART I.  Financial Information

  

  

  

  

  

  

ITEM 1.

Financial Statements (Unaudited)

  

  

  

  

  

  

  

Condensed Consolidated Statements of Operations

3

Condensed Consolidated Statements of Comprehensive Income (Loss)

34

  

  

Condensed Consolidated Balance Sheets

5

Condensed Consolidated Statements of Shareholders’ Equity

47

  

  

Condensed Consolidated Statements of Cash Flows

68

  

  

  

  

  

  

Notes to Condensed Consolidated Financial Statements

79

  

  

  

  

  

ITEM 2.

Management’sManagement’s Discussion and Analysis of Financial Condition and Results of Operations

2421

  

  

  

  

  

ITEM 3.

Quantitative and Qualitative Disclosures About Market Risk

36

32

  

  

  

  

  

ITEM 4.

Controls and Procedures

3632

  

  

  

  

PART II.  Other Information

  

  

  

  

  

ITEM 1A.

Risk Factors

33

  

ITEM 2.

Unregistered Sales of Equity Securities and Use of Proceeds

36

33

  

  

  

  

  

ITEM 6.

Exhibits

3734

  

  

  

  

Signatures

3835

 

“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995

This Form 10-Q contains certain forward-looking statements that are subject to numerous assumptions, risks or uncertainties.  The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements.  Forward-looking statements may be identified by words such as “estimates,” “anticipates,” “projects,” “plans,” “expects,” “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.  Such statements, whether expressed or implied, are based upon current expectations of the Company and speak only as of the date made.  Actual results could differ materially from those contained in or implied by such forward-looking statements as a result of a variety of risks and uncertainties over which the Company may have no control.  These risks and uncertainties include, but are not limited to, the impact of competitive products and services, product demand and market acceptance risks, potential costs associated with litigation and regulatory compliance, reliance on key customers, financial difficulties experienced by customers, the cyclical and seasonal nature of our business, the adequacy of reserves and allowances for doubtful accounts, fluctuations in operating results or costs whether as a result of uncertainties inherent in tax and accounting matters or otherwise, unexpected difficulties in integrating acquired businesses, the ability to retain key employees of acquired businesses, unfavorable economic and market conditions, the results of asset impairment assessments and the other risk factors that are identified herein.  You are cautioned to not place undue reliance on these forward-looking statements.  In addition to the factors described in this paragraph, the risk factors identified in our Form 10-K and other filings the Company may make with the SEC constitute risks and uncertainties that may affect the financial performance of the Company and are incorporated herein by reference.  The Company does not undertake and hereby disclaims any duty to update any forward-looking statements to reflect subsequent events or circumstances.


  

Page 2

PART I.  FINANCIAL INFORMATION

 

ITEM 1.  FINANCIAL STATEMENTS

 

LSI INDUSTRIES INC.

 

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

 

Three Months Ended

  

Six Months Ended

  

Three Months Ended

  

Nine Months Ended

 
 

December 31

  

December 31

  

March 31

  

March 31

 

(In thousands, except per share data)

 

2017

  

2016

  

2017

  

2016

  

2020

  

2019

  

2020

  

2019

 
                                

Net sales

 $92,305  $85,658  $179,771  $169,817 

Net Sales

 $71,010  $72,832  $242,088  $247,330 
                                

Cost of products and services sold

  66,998   63,611   130,761   126,432   54,834   57,180   183,558   190,207 
                                

Restructuring costs

  --   640   --   1,143   223   261   758   792 
                            

Severance costs

  11   54   11   77 
                

Gross profit

  25,307   21,407   49,010   42,242   15,942   15,337   57,761   56,254 
                                

Restructuring costs

  --   57   --   210 

Selling and administrative expenses

  17,032   17,515   55,045   54,990 
                

Restructuring (gain) costs

  (3,729)  107   (8,576)  132 
                

Severance costs

  8   (12)  62   457 
                                

Impairment of goodwill

  --   --   28,000   --   -   -   -   20,165 
                                

Selling and administrative expenses

  20,760   18,532   41,277   38,148 

Transition and realignment costs

  -   -   -   120 
                                

Operating income (loss)

  4,547   2,818   (20,267

)

  3,884   2,631   (2,273)  11,230   (19,610)
                                

Interest (income)

  (8

)

  (28

)

  (16

)

  (55

)

  (1)  (6)  (3)  (37)
                                

Interest expense

  425   8   836   21   129   585   795   1,749 
                                

Other expense

  642   183   633   183 
                

Income (loss) before income taxes

  4,130   2,838   (21,087

)

  3,918   1,861   (3,035)  9,805   (21,505)
                                

Income tax expense (benefit)

  5,598   832   (3,990

)

  1,083   -   133   1,726   (4,304)
                                

Net (loss) income

 $(1,468

)

 $2,006  $(17,097

)

 $2,835 

Net income (loss)

 $1,861  $(3,168) $8,079  $(17,201)
                                
                                

(Loss) Earnings per common share (see Note 4)

                

Earnings (loss) per common share (see Note 4)

                

Basic

 $(0.06

)

 $0.08  $(0.66

)

 $0.11  $0.07  $(0.12) $0.31  $(0.66)

Diluted

 $(0.06

)

 $0.08  $(0.66

)

 $0.11  $0.07  $(0.12) $0.31  $(0.66)
                                
                                

Weighted average common shares outstanding

                                

Basic

  25,858   25,314   25,824   25,294   26,301   26,132   26,250   26,083 

Diluted

  25,858   25,803   25,824   25,859   26,623   26,132   26,423   26,083 

 

The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these financial statements.statements.

 

Page 3

 

LSI INDUSTRIES INC.

 

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited)

  

Three Months Ended

  

Nine Months Ended

 
  

March 31

  

March 31

 

(In thousands)

 

2020

  

2019

  

2020

  

2019

 
                 

Net Income (Loss)

 $1,861  $(3,168) $8,079  $(17,201)
                 

Foreign currency translation adjustment

  (116)  -   (110)  - 
                 

Comprehensive Income (Loss)

 $1,745  $(3,168) $7,969  $(17,201)

Page 4

LSI INDUSTRIES INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

 

 

March 31,

  

June 30,

 

(In thousands, except shares)

 

December 31,

  

June 30,

  

2020

  

2019

 
 

2017

  

2017

 
                

ASSETS

                
                

Current Assets

        

Current assets

        
         $820  $966 

Cash and cash equivalents

 $3,177  $3,039         
                

Accounts receivable, less allowance for doubtful accounts of $475 and $506, respectively

  59,740   48,880 

Accounts receivable, less allowance for doubtful accounts of $267 and $879, respectively

  45,957   54,728 
                

Inventories

  48,662   50,008   43,597   43,512 
                

Refundable income tax

  --   775 

Refundable income tax

  1,807   882 
                

Assets held for sale

  --   1,463 

Asset held for sale

  -   7,512 
                

Other current assets

  3,712   2,964   3,106   3,380 
                

Total current assets

  115,291   107,129   95,287   110,980 
                

Property, Plant and Equipment, at cost

                

Land

  6,469   6,429   3,933   4,576 

Buildings

  35,855   35,463   20,215   27,015 

Machinery and equipment

  82,152   78,804   70,733   73,185 

Construction in progress

  796   3,805   803   455 
  125,272   124,501   95,684   105,231 

Less accumulated depreciation

  (80,409

)

  (77,147

)

  (70,981)  (73,255)

Net property, plant and equipment

  44,863   47,354   24,703   31,976 
                

Goodwill

  30,538   58,538   10,373   10,373 
                

Other Intangible Assets, net

  36,789   38,169   30,631   32,647 
                

Other Long-Term Assets, net

  10,893   5,490   21,238   15,124 
                

Total assets

 $238,374  $256,680  $182,232  $201,100 

 

The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these financial statements.

 

Page 45

 

LSI INDUSTRIES INC.

 

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

 

 

December 31,

  

June 30,

  

March 31,

  

June 30,

 

(In thousands, except shares)

 

2017

  

2017

 

(In thousands, except shares)

 

2020

  

2019

 
                

LIABILITIES & SHAREHOLDERS’ EQUITY

        

LIABILITIES & SHAREHOLDERS' EQUITY

        
                

Current Liabilities

        

Current liabilities

        

Accounts payable

 $16,828  $19,356  $18,772  $18,664 

Accrued expenses

  25,713   26,069   20,106   21,211 
                

Total current liabilities

  42,541   45,425   38,878   39,875 
                

Long-Term Debt

  52,149   49,698 

Long-Term Debt

  7,919   39,541 
                

Other Long-Term Liabilities

  1,356   1,479   10,728   1,747 
                

Commitments and Contingencies (Note 12)

  --   -- 

Commitments and Contingencies (Note 12)

  -   - 
                

Shareholders’ Equity

        

Shareholders' Equity

        

Preferred shares, without par value; Authorized 1,000,000 shares, none issued

  --   --   -   - 

Common shares, without par value; Authorized 40,000,000 shares; Outstanding 25,562,003 and 24,429,223 shares, respectively

  122,170   120,259 

Retained earnings

  20,158   39,819 

Common shares, without par value; Authorized 40,000,000 shares; Outstanding 26,162,209 and 25,967,275 shares, respectively

  126,918   125,729 

Treasury shares, without par value

  (1,057)  (1,468)

Deferred compensation plan

  1,055   1,468 

Retained (loss)

  (2,115)  (5,808)

Accumulated other comprehensive (loss) income

  (94)  16 
                

Total shareholders’ equity

  142,328   160,078 

Total shareholders' equity

  124,707   119,937 
                

Total liabilities & shareholders’ equity

 $238,374  $256,680 

Total liabilities & shareholders' equity

 $182,232  $201,100 

 

The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these financial statements.

  

Page 56

LSI INDUSTRIES INC.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(Unaudited)

  

Common Shares

  

Treasury Shares

  

Key Executive

  

Accumulated Other

  

Retained

  

Total

 
  

Number Of

      

Number Of

      

Compensation

  

Comprehensive

  

Earnings

  

Shareholders'

 

(In thousands, except per share data)

 

Shares

  

Amount

  

Shares

  

Amount

  

Amount

  Income (Loss)  

(Loss)

  Equity 
                                 

Balance at June 30, 2018

  25,884  $124,104   (242) $(2,110) $2,133   -  $15,124  $139,251 
                                 

Net Loss

  -   -   -   -   -   -   (17,201)  (17,201)

Other comprehensive income

  -   -   -   -   -   -   -   - 

Stock compensation awards

  70   265   -   -   -   -   -   265 

Restricted stock units issued

  98   -   -   -   -   -   -   - 

Shares issued for deferred compensation

  65   257   -   -   -   -   -   257 

Activity of treasury shares, net

  -   -   19   481   -   -   -   481 

Deferred stock compensation

  -   -   -   -   (474)  -   -   (474)

Stock-based compensation expense

  -   951   -   -   -   -   -   951 

Dividends — $0.20 per share

  -   -   -   -   -   -   (3,882)  (3,882)

Cumulative effect of adoption of accounting guidance

  -   -   -   -   -   -   591   591 
                                 

Balance at March 31, 2019

  26,117  $125,577   (223) $(1,629) $1,659  $-  $(5,368) $120,239 

  

Common Shares

  

Treasury Shares

  

Key Executive

  

Accumulated Other

      

Total

 
  

Number Of

      

Number Of

      

Compensation

  

Comprehensive

  

Retained

  

Shareholders'

 
  

Shares

  

Amount

  

Shares

  

Amount

  

Amount

  Income (Loss)  

Earnings

  Equity 
                                 

Balance at June 30, 2019

  26,176  $125,729   (209) $(1,468) $1,468   16  $(5,808) $119,937 
                                 

Net Income

  -   -   -   -   -   -   8,079   8,079 

Other comprehensive income

  -   -   -   -   -   (110)  -   (110)

Stock compensation awards

  48   225   -   -   -   -   -   225 

Restricted stock units issued

  21   -   -   -   -   -   -   - 

Shares issued for deferred compensation

  54   296   -   -   -   -   -   296 

Activity of treasury shares, net

  -   -   42   411   -   -   -   411 

Deferred stock compensation

  -   -   -   -   (413)  -   -   (413)

Stock-based compensation expense

  -   494   -   -   -   -   -   494 

Stock options exercised, net

  29   174   -   -   -   -   -   174 

Dividends — $0.20 per share

  -   -   -   -   -   -   (3,958)  (3,958)

Cumulative effect of adoption of accounting guidance

  -   -   -   -   -   -   (428)  (428)
                                 

Balance at March 31, 2020

  26,328  $126,918   (167) $(1,057) $1,055  $(94) $(2,115) $124,707 

The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these financial statements.

Page 7

 

 

LSI INDUSTRIES INC.

 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

Nine Months Ended

 
 

March 31,

 

(In thousands)

 

Six Months Ended

  

2020

  

2019

 
 

December 31

         

Cash Flows from Operating Activities

        

Net income (loss)

 $8,079  $(17,201)

Non-cash items included in net income (loss)

        

Depreciation and amortization

  6,631   7,787 

Deferred income taxes

  2,637   (4,077)

Impairment of goodwill

  -   20,165 

Deferred compensation plan

  296   264 

Stock compensation expense

  494   951 

Issuance of common shares as compensation

  225   265 

Gain on disposition of fixed assets

  (8,510)  (22)

Allowance for doubtful accounts

  (105)  505 

Inventory obsolescence reserve

  1,720   2,574 
 

2017

  

2016

         

Cash Flows from Operating Activities

        

Net (loss) income

 $(17,097

)

 $2,835 

Non-cash items included in net income

        

Depreciation and amortization

  5,124   3,605 

Deferred income taxes

  (5,667

)

  (962

)

Impairment of goodwill

  28,000   -- 

Deferred compensation plan

  (413

)

  237 

Stock compensation expense

  1,463   1,688 

Issuance of common shares as compensation

  156   228 

Loss (gain) on disposition of fixed assets

  (29

)

  53 

Fixed asset impairment and accelerated depreciation

  --   354 

Allowance for doubtful accounts

  115   205 

Inventory obsolescence reserve

  1,033   758 
        

Changes in certain assets and liabilities:

        

Accounts receivable

  (10,975

)

  (2,771

)

Changes in certain assets and liabilities

        

Accounts receivable

  8,322   2,902 

Inventories

  313   979   (1,981)  (7,368)

Refundable income taxes

  775   --   (1,170)  323 

Accounts payable

  (2,626

)

  (176

)

  1,015   2,705 

Accrued expenses and other

  (742

)

  (2,630

)

  (258)  (4,373)

Customer prepayments

  (221

)

  216   (298)  985 

Net cash flows (used in) provided by operating activities

  (791

)

  4,619 

Net cash flows provided by operating activities

  17,097   6,385 
              

Cash Flows from Investing Activities

                

Proceeds from the sale of assets

  20,040   - 

Purchases of property, plant and equipment

  (1,190

)

  (2,744

)

  (1,538)  (2,348)

Proceeds from sale of fixed assets

  1,527   1 

Net cash flows provided by (used in) investing activities

  337   (2,743

)

  18,502   (2,348)
                

Cash Flows from Financing Activities

                

Payments of long-term debt

  (48,553

)

  --   (169,671)  (89,489)

Borrowings of long-term debt

  51,004   --   138,049   87,941 

Cash dividends paid

  (2,564

)

  (2,513

)

  (3,958)  (3,882)

Exercise of stock options

  175   171 

Purchase of treasury shares

  (107

)

  (390

)

Acquisition of common stock for tax withholding related to share based compensation

  183   -- 

Issuance of treasury shares

  454   44 

Net cash flows provided by (used in) financing activities

  592   (2,688

)

Shares withheld for employees' taxes

  (124)  (99)

Proceeds from stock option exercises

  174   - 

Net cash flows used in financing activities

  (35,530)  (5,529)
                

Increase (decrease) in cash and cash equivalents

  138   (812

)

Change related to foreign currency

  (215)  - 
        

Decrease in cash and cash equivalents

  (146)  (1,492)
                

Cash and cash equivalents at beginning of period

  3,039   33,835   966   3,178 
                

Cash and cash equivalents at end of period

 $3,177  $33,023  $820  $1,686 

 

 The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these financial statements.

  

Page 68

 

LSI INDUSTRIES INC.

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

 

NOTE 1 - INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

The interim condensed consolidated financial statements are unaudited and are prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information, and rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, the interim financial statements include all normal adjustments and disclosures necessary to present fairly the Company’s financial position as of DecemberMarch 31, 2017, 2020, the results of its operations for the three and sixnine month periods ended DecemberMarch 31, 2017 2020 and 2016,2019, and its cash flows for the sixnine month periods ended DecemberMarch 31, 2017 2020 and 2016.2019. These statements should be read in conjunction with the financial statements and footnotes included in the fiscal 20172019 Annual Report on Form 10-K.10-K.  Financial information as of June 30, 2017 2019 has been derived from the Company’s audited consolidated financial statements.

 

 

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Consolidation:

 

TheA summary of the Company’s significant accounting policies is included in Note 1 to the audited consolidated financial statements includeof the accountsCompany’s fiscal 2019 Annual Report on Form 10-K. Significant changes to our accounting policies as a result of LSI Industries Inc. (an Ohio corporation)adopting ASU-2014-09 “Revenue from Contracts with Customers” (Topic 606) in the first quarter of fiscal 2019 and its subsidiaries (collectively,adopting ASU 2016-02, “Leases” in the “Company”), allfirst quarter of whichfiscal 2020 are wholly owned.  All intercompany transactions and balances have been eliminated in consolidation.discussed below.

 

Revenue Recognition:

 

RevenueThe Company recognizes revenue when it satisfies the performance obligation in its customer contracts or purchase orders. Most of the Company’s products have a single performance obligation which is recognizedsatisfied at a point in time when title to goods and risk of loss have passedcontrol is transferred to the customer, therecustomer. Control is persuasive evidencegenerally transferred at time of a purchase arrangement, delivery has occurred or services have been rendered, and collectability is reasonably assured. Sales are recorded net of estimated returns, rebates and discounts. Amounts received from customers prior to the recognition of revenue are accounted for as customer pre-payments and are included in accrued expenses.

The Company has multiple sources of revenue:  revenue from product sales; revenue from installation of products; service revenue generated from providing integrated design, project and construction management, site engineering and site permitting, and commissioning of lighting controls; revenue from the management of media content and digital hardware related to active digital signage; and revenue from shipping and handling.

Product revenue is recognized on product-only orders upon passing ofshipment when title and risk of loss, generally at time of shipment. In certain arrangementsownership passes to the customer. For customer contracts with customers, as ismultiple performance obligations, the caseCompany allocates the transaction price and any discounts to each performance obligation based on relative standalone selling prices. Payment terms are typically within 30 to 90 days from the shipping date, depending on the terms with the sale of some of our solid-state LED (light emitting diode) video screens, revenue is recognized upon customer acceptance of the video screen at the job site. Product revenue related to orders where the customer requires the Company to install the product is recognized when the product is installed.customer. The Company provides productoffers standard warranties and certain post-shipment service, support and maintenance of certain solid state LED video screens.that do not represent separate performance obligations.

 

Installation revenue is recognized whena separate performance obligation, except for the Company’s digital signage products. For digital signage products, have been fully installed.installation is not a separate performance obligation as the product and installation is the combined item promised in digital signage contracts. The Company is not always responsible for installation of products it sells and has no post-installation responsibilities other than normalstandard warranties.

 

Service revenue from integrated design, project and construction management, and site permitting is recognized when all products at a customer site have been installed.

Revenue from the management of media content and digital hardware related to active digital signage is recognized evenly over the service period with the customer. Media content service periods with most customers range from one month to one year.

Shipping and handling revenue coincides with the recognition of revenue from saleA number of the product.

In situations whereCompany's Graphics and select lighting products are highly customized for specific customers. As a result, these customized products do not have an alternative use. For these products, the Company is responsiblehas a legal right to payment for re-imaging programs with multiple sites, each site is viewed as a separate unitperformance to date and generally does not accept returns on these items. The measurement of accounting and has stand-alone value to the customer. Revenue is recognized upon the Company’s complete performance at the location, which may include a site survey, graphics products, lighting products, and installation of products. The selling price assigned to each site is based upon an agreed upon price betweencost plus a reasonable profit margin for work completed. Because there is no alternative use and there is a legal right to payment, the Company transfers control of the item as the item is being produced and its customer and reflects the estimated selling price for that site relative to the selling price for sites with similar image requirements.therefore, recognizes revenue over time. The customized product types are as follows:

 

Page 7

Customer specific print graphics branding

Electrical components based on customer specifications

Digital signage and related media content

 

The Company also evaluatesoffers installation services for its Graphics and select lighting products. Installation revenue is recognized over time as our customer simultaneously receives and consumes the appropriateness of revenue recognition in accordance withbenefits provided through the accounting standards on software revenue recognition. Our solid-state LED video screens and active digital signage contain software elements which the Company has determined are incidental.installation process.

 

CreditFor these customized products and Collections:

The Company maintains allowances for doubtful accounts receivable 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 doubtful accounts by first considering all known collectability problems of customers’ accounts,installation services, revenue is recognized using a cost-based input method: recognizing revenue and then applying certain percentages against the various aging categoriesgross profit as work is performed based on the due date ofrelationship between the remaining receivables.  The resulting allowanceactual cost incurred and the total estimated cost for doubtful accounts receivable is an estimate based upon the Company’s knowledge of its business and customer base, and historical trends.  Receivables deemed uncollectable are written-off against the allowance for doubtful accounts receivable after all reasonable collection efforts have been exhausted. 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.

The following table presents the Company’s net accounts receivable at the dates indicated.contract.

 

(In thousands)

 

December 31,

  

June 30,

 
  

2017

  

2017

 
         

Accounts receivable

 $60,215  $49,386 

Less: Allowance for doubtful accounts

  (475

)

  (506

)

Accounts receivable, net

 $59,740  $48,880 
Page 9

 

Cash and Cash Equivalents:

The cash balance includes cash and cash equivalents which have original maturitiesDisaggregation of less than three months. Cash and cash equivalents consist primarily of bank deposits and a bank money market account that is stated at cost, which approximates fair value. The Company maintains balances at financial institutions in the United States.  In the United States, the FDIC limit for insurance coverage on non-interest bearing accounts is $250,000.As of December 31, 2017 and June 30, 2017, the Company had bank balances of $4,827,512 and $4,488,000, respectively, without insurance coverage.

Inventories and Inventory Reserves:

Inventories are stated at the lower of cost or market.  Cost of inventories includes the cost of purchased raw materials and components, direct labor, as well as manufacturing overhead which is generally applied to inventory based on direct labor and on material content. Cost is determined on the first-in, first-out basis.Revenue

 

The Company maintains an inventory reserve for obsoletedisaggregates the revenue from contracts with customers by the timing of revenue recognition because the Company believes it best depicts the nature, amount, and excess inventory.timing of its revenue and cash flows. 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. The Company uses various tools, in addition to inventory turns, to identify which inventory items have the potential to become obsolete. A combination of financial modeling and qualitative input factors are used to establish excess and obsolete inventory reserves and management adjusts these reserves as more information becomes available about the ultimate dispositiontable presents a reconciliation of the inventory item.  disaggregation by reportable segments.

 

Page 8

  

Three Months Ended

  

Nine Months Ended

 

(In thousands)

 

March 31, 2020

  

March 31, 2020

 
  

Lighting

Segment

  

Graphics Segment

  

Lighting

Segment

  

Graphics Segment

 

Timing of revenue recognition

                

Products and services transferred at a point in time

 $43,222  $15,093  $147,260  $50,339 

Products and services transferred over time

  5,791   6,904   18,380   26,109 
  $49,013  $21,997  $165,640  $76,448 

 

Property, Plant and Equipment and Related Depreciation:

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:

 

Buildings (in years)

28-40

Machinery and equipment (in years)

3-10

Computer software (in years)

3-8
  

Three Months Ended

  

Nine Months Ended

 
  

March 31, 2020

  

March 31, 2020

 
  

Lighting

Segment

  

Graphics Segment

  

Lighting

Segment

  

Graphics Segment

 

Type of Product and Services

                

LED lighting, digital signage solutions, electronic circuit boards

 $42,536  $2,234  $143,615  $13,515 

Legacy products

  5,949   14,444   20,252   47,155 

Turnkey services and other

  528   5,319   1,773   15,778 
  $49,013  $21,997  $165,640  $76,448 

 

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.

The Company recorded $1,862,000 and $1,669,000 of depreciation expense in the second quarter of fiscal 2018 and 2017, respectively, and $3,744,000 and $3,397,000 of depreciation expense in the first half of fiscal 2018 and 2017, respectively.

Goodwill and Intangible Assets:

Intangible assets consisting of customer relationships, trade names and trademarks, patents,Legacy products include lighting fixtures utilizing light sources other than LED technology and software,printed two- and non-compete agreements are recorded on the Company's balance sheet.  The definite-lived intangible assets are being amortized to expense over periods ranging between seven and twenty years.  The Company evaluates definite-lived intangible assets for possible impairment when triggering events are identified. 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 intangibles in Note 7.

Fair Value:

The Company has financial instruments consisting primarily of cash and cash equivalents, revolving lines of credit, accounts receivable, accounts payable, and on occasion, 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.

Fair value measurements of nonfinancial assets and nonfinancial liabilities are primarily used in goodwillthree-dimensional graphic products. Turnkey services and other intangible asset impairment analyses, long-lived asset impairment analyses,includes project management and in the purchase price of acquired companies (if any). The accounting guidance on fair value measurement was used to measure the fair value of these nonfinancial assets and nonfinancial liabilities.

Product Warranties:

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,installation services along with some exceptions where the terms extend to ten 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 amounts as necessary.

Page 9

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:

  

Six

  

Six

  

Fiscal

 
  

Months Ended

  

Months Ended

  

Year Ended

 

(In thousands)

 

December 31,

  

December 31,

  

June 30,

 
  

2017

  

2016

  

2017

 
             

Balance at beginning of the period

 $7,560  $5,069  $5,069 

Additions charged to expense

  2,394   2,243   4,956 

Addition from acquired company

  --   --   907 

Deductions for repairs and replacements

  (3,266

)

  (1,351

)

  (3,372

)

Balance at end of the period

 $6,688  $5,961  $7,560 

Research and Development Costs:

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. 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. Research and development costs related to both product and software development totaled $1,379,000 and $1,269,00 for the three months ended December 31, 2017 and 2016, respectively, and $2,941,000 and $2,670,000 for the six months ended December 31, 2017 and 2016, respectively.

Cost of Products and Services Sold:

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. 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. Cost of services sold is primarily comprised of the internal and external labor costs required to support the Company’s service revenue along with the management of media content.charges.

 

Earnings Per Common Share:Practical Expedients and Exemptions

 

The computation of basic earnings per common share is based on the weighted average common shares outstanding for the period net of treasury shares held in the Company’s nonqualified deferred compensation plan.  The computation of diluted earnings per share is based on the weighted average common shares outstanding for the period and includes common share equivalents.  Common share equivalents include the dilutive effect of stock options, restricted stock units, contingently issuable shares and common shares to be issued under a deferred compensation plan, all of which totaled 756,000 and 787,000 shares for the three month ended December 31, 2017 and 2016, respectively, and 686,000 shares and 852,000 shares for the six months ended December 31, 2017 and 2016, respectively. See further discussion of earnings per share in Note 4.

The Company’s contracts with customers have an expected duration of one year or less, as such the Company applies the practical expedient to expense sales commissions as incurred, and have omitted disclosures on the amount of remaining performance obligations.

Shipping costs that are not material in context of the delivery of products are expensed as incurred.

The Company’s accounts receivable balance represents the Company’s unconditional right to receive payment from its customers with contracts. Payments are generally due within 30 to 90 days of completion of the performance obligation and invoicing, therefore, payments do not contain significant financing components.

The Company collects sales tax and other taxes concurrent with revenue-producing activities which are excluded from revenue. Shipping and handling costs are treated as fulfillment activities and included in cost of products and services sold on the Consolidated Statements of Operations.

 

Income Taxes:

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.

The Tax Cuts and Jobs Act was signed into law on December 22nd,2017 and makes numerous changes to the Internal Revenue Code. Among other changes, the Act reduces the US corporate income tax rate to 21% effective January 1, 2018. Because the Act became effective mid-way through the Company’s tax year, the Company will have a US statutory income tax rate of 27.7% for the fiscal 2018, and will have a 21% US statutory income tax rate for fiscal years thereafter. During the quarter ended December 31, 2017, the Company re-valued the deferred tax balances because of the change in US tax rate resulting in a one-time deferred tax expense of $4,676,578.

Page 10

 

New Accounting Pronouncements:

 

On July 1, 2018, the Company adopted ASU 2014-09. “Revenue from Contracts with Customers,” (Topic 606) using the modified retrospective adoption method which requires a cumulative effect adjustment to the opening balance of retained earnings. This approach was applied to contracts that were not completed as of June 30, 2018. Results for reporting periods beginning July 1, 2018 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported under the accounting standards in effect for the prior period. The Company recorded a net increase to beginning retained earnings of $591,000 on July 1, 2018 due to the cumulative impact of adopting Topic 606, as described below.

ASC 606 Cumulative Impact

            
             

(in thousands)

 

Balance as of

      

Balance as of

 
  

June 30, 2018

  

Adjustments

  

July 1, 2018

 

Assets:

            

Accounts receivable, net

 $50,609  $4,935  $55,544 

Inventories, net

 $50,994  $(4,167) $46,827 

Other long-term assets, net

 $9,786  $(177) $9,609 

Shareholder's Equity:

            

Retained earnings

 $15,124  $591  $15,715 

In June 2014, February 2016, the Financial Accounting Standards Board issued ASU 2014-09,Revenue from Contracts with Customers.” This amended guidance supersedes and replaces all existing U.S. GAAP revenue recognition guidance. The guidance established a new revenue recognition model, changes the basis for deciding when revenue is recognized, provides new and more detailed guidance on specific revenue topics, and expands and improves disclosures about revenue.  In April 2016, the FASB issued ASU 2016-10, “Revenue from Contracts with Customers:  Identifying Performance Obligations and Licensing.” In May 2016, the FASB issued ASU 2016-12, “Revenue from Contracts with Customers: Narrow Scope Improvements and Practical Expedients.”  In December 2016, the FASB issued ASU 2016-20, “Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers.”  These three standards clarify or improve guidance from ASU 2014-09 and are effective for fiscal and interim periods within those years, beginning after December 15, 2017, or the Company’s fiscal 2019. The Company currently plans to adopt the new revenue guidance for the fiscal year beginning July 1, 2018 using the modified retrospective approach. The Company is reviewing accounting policies and evaluating disclosures in the financial statements related to the new standard. The Company is also assessing potential changes to the business processes, internal controls, and information systems related to the adoption of the new standard.  While the Company is currently assessing the impact of the new standard, the Company’s revenue is primarily generated from the sale of finished products to customers.  Those sales predominantly contain a single delivery element and revenue is recognized at a single point in time when ownership, risks, and rewards transfer.  The recognition of revenue from most product sales is largely unaffected by the new standard.  However, with respect to certain product sales requiring installation, revenue is currently not recognized until the installation is complete.  While the Company does not expect this new guidance to have a material impact on the amount of overall sales recognized, the timing of recognition of revenues from sales on certain projects may be affected. Our initial conclusions may change as we finalize our assessment and select a transition method during the next six months.

In February 2016, the Financial Accounting Standards Board issued ASU 2016-02,2016-02, “Leases.” The amended guidance requires an entity to recognize assets and liabilities that arise from leases. The amended guidance is effective for financial statements issued for fiscal and interim periods within those years, beginning after December 15, 2018, or the Company’sCompany’s fiscal 2020, with early adoption permitted. The Company has adopted this guidance effective July 1, 2019 using a modified-retrospective transition method, under which it elected not yet determined to adjust comparative periods. The Company elected the impactpackage of practical expedients permitted under the amendednew guidance will haveto not reassess prior conclusions related to contracts containing leases, lease classification, and initial direct costs. In addition, the Company elected the practical expedient to not separate lease and non-lease component and the accounting policy election to not present leases with an initial term of twelve months or less on its financial statements.  the balance sheet.

 

In March 2016, the Financial Accounting Standards Board issued ASU 2016-09,ImprovementsThe Company’s most significant leases are those relating to Employee Share-Based Payment Accounting.” This amended guidance simplifies several aspectscertain manufacturing facilities along with a small office space. Besides these real estate leases, most other leases are insignificant and consist of leases related to a vehicle, forklifts, small tooling, and various office equipment. All of the accounting for share-based payment award transactions. The amended guidance is effective for financial statements issued for fiscalCompany’s leases are operating leases and interim periods within those years, beginning after December 15, 2016, or the Company’s fiscal 2018. We adopted this standard on July 1, 2017 and recognized excess tax benefits of $87,354 in income tax expense during the six months ended December 31, 2017. The amount may not necessarily be indicative of future amounts that may be recognized as any excess tax benefits recognized would be dependent on future stock price, employee exercise behavior and applicable tax rates. Prior to July 1, 2017, excess tax benefits were recognized in additional paid-in capital. Additionally, excess tax benefits are now included in net cash flows provided by operating activities rather than net cash flows provided by financing activitiesother long-term assets with the corresponding liability in other long-term liabilities. Lease expense is recognized on a straight-line basis over the Company’s Consolidated Statement of Cash Flows. The treatment of forfeitures has not changed, as the Company is electing to continue the current process of estimating forfeiture at the time of grant.lease term. The Company had no unrecognized excess tax benefits from prior periods to record uponused its incremental borrowing rate when determining the adoptionpresent value of this ASU.

In January 2017, the Financial Accounting Standards Board issued ASU 2017-04, “Simplifying the Test for Goodwill Impairment”, which simplifies the testing for goodwill impairment by eliminating a previously required step.lease payments. The standard is effective for financial statements issued for fiscal years beginning after December 15, 2019, or the Company’s fiscal 2021. Early adoption of the accountingnew lease standard is permitted,resulted in the recognition of right-of-use assets (ROU assets) of $10.4 million and lease liabilities of $10.8 million which includes the Company electedimpact of existing deferred rents and tenant improvement allowances on the consolidated balance sheets as of July 1, 2019 for the Company’s real estate leases. The adoption of the standard resulted in no material impact to adopt this standard early. (See Footnote 7)

Comprehensive Income:

The Company does not have any comprehensive income items other than net income.consolidated statements of operations or consolidated statements of cash flow. (Refer to Note 15)

 

Subsequent Events:

 

The Company has evaluated subsequent events for potential recognition and disclosure through the date the consolidated financial statements were filed.No items were identified during this evaluation that required adjustment to or disclosure in the accompanying consolidated financial statements.

Page 11

Use of Estimates:statements other than noted below.

 

The preparationIn December 2019, a novel coronavirus disease (“COVID-19”) was reported and in January 2020, the World Health Organization (“WHO”) declared it a Public Health Emergency of financial statements in conformity with accounting principles generally acceptedInternational Concern. On February 28, 2020, the WHO raised its assessment of the COVID-19 threat from high to very high at a global level due to the continued increase in the United Statesnumber of America requirescases and affected countries, and on March 11, 2020, the Company to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes.  Actual results could differ from those estimates.WHO characterized COVID-19 as a pandemic.

 

As of the date of this filing, the Company’s locations and primary suppliers continue to be operating. However, the broader implications of COVID-19 on the Company’s results of operations and overall financial performance remain uncertain. The Company may experience constrained supply or slowed customer demand that could materially impact its business, results of operations and overall financial performance in future periods. See Risk Factors in Part II, Item 1A of this Form 10-Qfor further discussion of the possible impact of the COVID-19 pandemic on the Company’s business.

 

NOTE 3 - SEGMENT REPORTING INFORMATION

 

The accounting guidance on Segment Reporting establishes standards for reporting information regarding operating segments in annual financial statements and requires selected information of those segments to be presented in financial statements. Operating segments are identified as components of an enterprise for which separate discrete financial information is available for evaluation by the chief operating decision maker (the Company’s Chief Executive Officer or “CODM”) in making decisions on how to allocate resources and assess performance. In the first quarter of fiscal 2018, the Company merged its Technology Segment with the Lighting Segment to be in alignment with the financial information received by the Chief Executive Officer and how the business is managed. The Company’s two operating segments are Lighting and Graphics, each of which has a president who is responsible for that business and reportswith one executive team under the organizational structure reporting directly to the CODM.CODM with responsibilities for managing each segment. Corporate and Eliminations, which captures the Company’s corporate administrative activities, is also reported in the segment information.

 

The Lighting Segment includes outdoor and indoor lighting utilizing both traditional and LED light sources that have been fabricated and assembled for the commercial/industrial market, theCompany’s markets, primarily petroleum / convenience stores, automotive dealerships, quick-service restaurants, grocery and pharmacy store, market,and retail/national accounts. The Company also addresses lighting product customers through the automotive dealership market, the quick service restaurant market, along with other markets the Company serves.commercial, industrial, stock and flow, and renovation channels. The Lighting Segment also includes the design, engineering, and manufacturing of electronic circuit boards, assemblies and sub-assemblies used to manufacture certain LED light fixtures and sold directly to customers.

 

The Graphics Segment designs, manufactures and installs exterior and interior visual image elements such as traditional graphics, interior branding, electrical and architectural signage, active digital signage along with the management of media content related to digital signage, LED video screens, and menu board systems that are either digital or traditional by design. These products are used in visual image programs in several markets including, but not limited to the petroleum / convenience store market, multi-site retail operations, banking, and quick-service restaurants. The Graphics Segment implements, installs and provides program management services related to products sold by the Graphics Segment and by the Lighting Segment.

Page 11

 

The Company’sCompany’s corporate administration activities are reported in the Corporate and Eliminations line item.  These activities primarily include intercompany profit in inventory eliminations, expense related to certain corporate officers and support staff, the Company’s internal audit staff,expenses, expense related to the Company’s Board of Directors, stock optionequity compensation expense for optionsvarious equity awards granted to corporate administration employees, certain consulting expenses, investor relations activities, and a portion of the Company’s legal, auditing and professional fee expenses. Corporate identifiable assets primarily consist of cash, invested cash (if any), refundable income taxes (if any), and deferred income taxes.

 

There was no concentration of consolidatedconsolidated net sales in the three and sixnine months ended DecemberMarch 31, 2017 or 2016.2020 and 2019.  There was no concentration of accounts receivable at DecemberMarch 31, 2017 2020 or June 30, 2017.2019. 

Page 12

 

Summarized financial information for the Company’sCompany’s operating segments is provided for the indicated periods and as of DecemberMarch 31, 2017 2020 and DecemberMarch 31, 2016:2019:

 

 

Three Months Ended

  

Six Months Ended

  

Three Months Ended

  

Nine Months Ended

 

(In thousands)

 

December 31

  

December 31

 

(In thousands)

 

March 31

  

March 31

 
 

2017

  

2016

  

2017

  

2016

  

2020

  

2019

  

2020

  

2019

 

Net Sales:

                                

Lighting Segment

 $69,174  $65,076  $137,602  $130,341  $49,013  $52,785  $165,640  $177,871 

Graphics Segment

  23,131   20,582   42,169   39,476   21,997   20,047   76,448   69,459 
 $92,305  $85,658  $179,771  $169,817  $71,010  $72,832  $242,088  $247,330 
                                

Operating Income (Loss):

                                

Lighting Segment

 $5,275  $3,761  $(17,655

)

 $6,852  $1,102  $691  $13,411  $(13,911)

Graphics Segment

  2,255   1,174   3,731   2,191   4,015   (898)  6,394   2,350 

Corporate and Eliminations

  (2,983

)

  (2,117

)

  (6,343

)

  (5,159

)

  (2,486)  (2,066)  (8,575)  (8,049)
 $4,547  $2,818  $(20,267

)

 $3,884  $2,631  $(2,273) $11,230  $(19,610)
                                

Capital Expenditures:

                                

Lighting Segment

 $499  $205  $760  $1,301  $126  $769  $1,013  $1,633 

Graphics Segment

  157   459   339   825   234   -   279   515 

Corporate and Eliminations

  36   120   91   618   59   -   246   200 
 $692  $784  $1,190  $2,744  $419  $769  $1,538  $2,348 
                                

Depreciation and Amortization:

                                

Lighting Segment

 $1,885  $1,115  $3,786  $2,307  $1,650  $1,925  $5,089  $5,867 

Graphics Segment

  384   376   763   736   347   391   1,107   1,183 

Corporate and Eliminations

  283   279   575   562   83   236   435   737 
 $2,552  $1,770  $5,124  $3,605  $2,080  $2,552  $6,631  $7,787 

 

 

December 31,

2017

  

June 30,

2017

  

March 31,
2020

  

June 30,
2019

 

Identifiable Assets:

                

Lighting Segment

 $182,680  $214,070  $130,370  $142,105 

Graphics Segment

  39,394   33,144   35,213   40,914 

Corporate and Eliminations

  16,300   9,466   16,649   18,081 
 $238,374  $256,680  $182,232  $201,100 

 

The segment net sales reported above represent sales to external customers.  Segment operating income, which is used in management’s evaluation of segment performance, represents net sales less all operating expenses. Identifiable assets are those assets used by each segment in its operations.

 

The Company records a 10% mark-up on intersegment revenues. Any intersegment profit in inventory is eliminated in consolidation. Intersegment revenues were eliminated in consolidation as follows:

 

 

Three Months Ended

  

Six Months Ended

 

Inter-segment sales

                
 

December 31

  

December 31

  

Three Months Ended

  

Nine Months Ended

 

(In thousands)

 

2017

  

2016

  

2017

  

2016

  

March 31

  

March 31

 
                 

2020

  

2019

  

2020

  

2019

 

Lighting Segment inter-segment net sales

 $992  $700  $1,707  $1,453  $744  $479  $2,415  $1,758 
                                

Graphics Segment inter-segment net sales

 $1,040  $680  $1,071  $812  $153  $96  $251  $171 

 

The Company’sCompany’s operations are located solely within the United States.North America. As a result, the geographic distribution of the Company’s net sales and long-lived assets originate within the United States.North America.

 

Page 1312

 

 

NOTE 4 - EARNINGS PER COMMON SHARE

 

The following table presents the amounts used to compute basic and diluted earnings per common share, as well as the effect of dilutive potential common shares on weighted average shares outstanding (in thousands, except per share data):

 

 

Three Months Ended

  

Six Months Ended

  

Three Months Ended

  

Nine Months Ended

 
 

December 31

  

December 31

  

March 31

  

March 31

 
 

2017

  

2016

  

2017

  

2016

  

2020

  

2019

  

2020

  

2019

 
                                

BASIC EARNINGS PER SHARE

                                
                                

Net (loss) income

 $(1,468

)

 $2,006  $(17,097

)

 $2,835 

Net income (loss)

 $1,861  $(3,168) $8,079  $(17,201)
                                

Weighted average shares outstanding during the period, net of treasury shares (a)

  25,551   25,016   25,528   25,007   26,151   25,893   26,087   25,828 

Weighted average vested restricted stock units outstanding

  63   37   52   37   6   33   7   40 

Weighted average shares outstanding in the Deferred Compensation Plan during the period

  244   261   244   250   144   206   156   215 

Weighted average shares outstanding

  25,858   25,314   25,824   25,294   26,301   26,132   26,250   26,083 
                                

Basic (loss) earnings per share

 $(0.06

)

 $0.08  $(0.66

)

 $0.11 

Basic income (loss) per share

 $0.07  $(0.12) $0.31  $(0.66)
                
                                

DILUTED EARNINGS PER SHARE

                                
                                

Net (loss) income

 $(1,468

)

 $2,006  $(17,097

)

 $2,835 

Net income (loss)

 $1,861  $(3,168) $8,079  $(17,201)
                                

Weighted average shares outstanding

                                
                                

Basic

  25,858   25,314   25,824   25,294   26,301   26,132   26,250   26,083 
                                

Effect of dilutive securities (b):

                

Effect of dilutive securities (a):

                

Impact of common shares to be issued under stock option plans, and contingently issuable shares, if any

  --   489   --   565   322   -   173   - 

Weighted average shares outstanding

  26,623   26,132   26,423   26,083 
                                

Weighted average shares outstanding (c)

  25,858   25,803   25,824   25,859 

Diluted income (loss) per share

 $0.07  $(0.12) $0.31  $(0.66)
                                

Diluted (loss) earnings per share

 $(0.06

)

 $0.08  $(0.66

)

 $0.11 
                

Anti-dilutive securities (b)

  1,875   3,788   2,038   3,702 

 

 

(a)

Includes shares accounted for like treasury stock.

(b)

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.

 

 

(c)(b)

Options to purchase 3,569,762 common shares and 1,682,270 common shares for the three months ended December 31, 2017 and 2016, respectively, and options to purchase 3,549,705 common shares and 1,626,770 common shares for the six months ended December 31, 2017 and 2016, respectivelyAnti-dilutive securities were not included inexcluded from the computation of the three month and six month period for diluted earningsnet income per share respectively,for the three and nine months ended March 31, 2020 because the exercise price was greater than the average fair market valueprice 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. For the three and sixnine months ended DecemberMarch 31, 2017, 2019, the effect of dilutive securities was not included in the calculation of diluted earnings (loss)loss per share because there was a net operating loss for the period.

 

Page 1413

 

 

NOTE 5 - INVENTORIES

 

The following information is provided as of the dates indicated:

 

 

December 31,

  

June 30,

  

March 31,

  

June 30,

 

(In thousands)

 

2017

  

2017

  

2020

  

2019

 
                

Inventories:

                

Raw materials

 $31,156  $32,421  $29,457  $27,927 

Work-in-process

  2,772   3,527 

Work-in-progress

  1,592   2,193 

Finished goods

  14,734   14,060   12,548   13,392 

Total Inventories

 $48,662  $50,008  $43,597  $43,512 

 

 

NOTE 6 - ACCRUED EXPENSES

 

The following information is provided as of the dates indicated:

 

 

December 31,

  

June 30,

  

March 31,

  

June 30,

 

(In thousands)

 

2017

  

2017

  

2020

  

2019

 
                

Accrued Expenses:

                

Compensation and benefits

 $8,667  $9,759  $5,095  $5,319 

Customer prepayments

  840   1,061   1,443   1,768 

Accrued sales commissions

  2,214   2,314   1,556   1,301 

Accrued warranty

  6,688   7,560   7,464   7,687 

Other accrued expenses

  7,304   5,375   4,548   5,136 

Total Accrued Expenses

 $25,713  $26,069  $20,106  $21,211 

 

 

 

NOTE 7 - GOODWILL AND OTHER INTANGIBLE ASSETS

 

CarryingThe carrying values of goodwill and other intangible assets with indefinite lives are reviewed at least annually for possible impairment. The Company may first assess qualitative factors in order to determine if goodwill and indefinite-lived intangible assets are impaired. If through the qualitative assessment it is determined that it is more likely than not that goodwill and indefinite-lived assets are not impaired, no further testing is required. If it is determined more likely than not that goodwill and indefinite-lived assets are impaired, or if the Company elects not to first assess qualitative factors, the Company’sCompany’s impairment testing continues with the estimation of the fair value of goodwill and indefinite-lived intangible assetsthe reporting unit using a combination of a market approach and an income (discounted cash flow) approach, at the reporting unit level. The estimation of the fair value of goodwill and intangible assetsreporting unit requires significant management judgment with respect to revenue and expense growth rates, changes in working capital and the selection and use of an appropriate discount rate. The estimates of the fair value of reporting units are based on the best information available as of the date of the assessment. The fair value measurements of the reporting units are based on significant inputs not observable in the market and thus represent Level 3 measurements as defined by ASC 820 “Fair Value Measurements.” The use of different assumptions would increase or decrease estimated discounted future operating cash flows and could increase or decrease an impairment charge. Company management uses its judgment in assessing whether assets may have become impaired between annual impairment tests. Indicators such as adverse business conditions, economic factors and technological change or competitive activities may signal that an asset has become impaired.

 

The Company identified its reporting units in conjunction with its annual goodwill impairment testing. The Company has a total of threetwo reporting units that contain goodwill. There are twois one reporting unitsunit within the Lighting Segment and one reporting unit within the Graphics Segment. One reporting unit previously reported in the Technology Segment has been transferred to the Lighting Segment as a result of the merge of the Technology Segment with the Lighting Segment (See Note 3). The Company relies upon a number of factors, judgments and estimates when conducting its impairment testing including, but not limited to, the Company’s stock price, operating results, forecasts, anticipated future cash flows and marketplace data. There are inherent uncertainties related to these factors and judgments in applying them to the analysis of goodwill impairment.

Page 14

As of March 1, 2020, the Company performed its annual goodwill impairment test on the two reporting units that contain goodwill. The preliminary goodwill impairment test of the reporting unit in the Lighting Segment passed with a business enterprise value of $31.6 million or 33% above the carrying value of this reporting unit including goodwill. The preliminary goodwill impairment test of the reporting unit with goodwill in the Graphics Segment passed with an estimated business enterprise value of $4.7 million or 619% above the carrying value of the reporting unit including goodwill. The definitive impairment test is expected to be completed in the fourth quarter of fiscal 2020. It is anticipated that the results of the test will not change when the test is complete.

 

A sustained and significant decline in the Company’s stock price induring March 2020 related to the first quarter of fiscal 2018COVID-19 pandemic led management to believeconclude that a triggering event occurred and thatoccurred. As a result, an interim goodwill impairment test subsequent to the March 1 testing date was required for one of theboth reporting units in the Lighting Segment that contains goodwill, as of September 30, 2017. Because the Company elected to early adopt ASU 2017-04, “Simplifying the Test for Goodwill Impairment”, the requirement to perform step 2 in the impairment test was not required. March 31, 2020The result of the impairment test on theboth reporting unit in the Lighting Segmentunits indicated that goodwill was not impaired by $28,000,000..

Page 15

 

The following table presents information about the Company's goodwill on the dates or for the periods indicated:indicated:

 

Goodwill

                        

(In thousands)

 

Lighting

  

Graphics

      

Lighting

  

Graphics

     
 

Segment

  

Segment

  

Total

  

Segment

  

Segment

  

Total

 

Balance as of June 30, 2017

            

Balance as of June 30, 2019

            

Goodwill

 $94,564  $28,690  $123,254  $94,564  $28,690  $123,254 

Accumulated impairment losses

  (37,191

)

  (27,525

)

  (64,716

)

  (85,356)  (27,525)  (112,881)

Goodwill, net as of June 30, 2017

 $57,373  $1,165  $58,538 

Goodwill, net as of June 30, 2019

 $9,208  $1,165  $10,373 
                        

Goodwill Impairment

  (28,000

)

  --   (28,000

)

            

Balance as of December 31, 2017

            

Balance as of March 31, 2020

            

Goodwill

 $94,564   28,690   123,254  $94,564  $28,690  $123,254 

Accumulated impairment losses

  (65,191

)

  (27,525

)

  (92,716

)

  (85,356)  (27,525)  (112,881)

Goodwill, net as of December 31, 2017

 $29,373  $1,165  $30,538 

Goodwill, net as of March 31, 2020

 $9,208  $1,165  $10,373 

 

The Company performed its annual review of indefinite-lived intangible assets as of March 1, 2020 and determined there was no impairment. The preliminary indefinite-lived intangible impairment test passed with a fair market value of $16.8 million or 392% above its carrying value. The definitive indefinite-lived impairment test is expected to be completed in the fourth quarter of fiscal 2020. It is anticipated that the results of the test will not change when the test is complete.

The following table presents the gross carrying amount and accumulated amortization by each major other intangible asset class is as follows:class:

 

  

December 31, 2017

 

Other Intangible Assets

 

Gross

         

(In thousands)

 

Carrying

  

Accumulated

  

Net

 
  

Amount

  

Amortization

  

Amount

 

Amortized Intangible Assets

            

Customer relationships

 $35,563  $8,982  $26,581 

Patents

  338   201   137 

LED technology firmware, software

  16,066   11,521   4,545 

Trade name

  2,658   554   2,104 

Non-compete agreements

  710   710   -- 

Total Amortized Intangible Assets

  55,335   21,968   33,367 
             

Indefinite-lived Intangible Assets

            

Trademarks and trade names

  3,422   --   3,422 

Total Indefinite-lived Intangible Assets

  3,422   --   3,422 

Total Other Intangible Assets

 $58,757  $21,968  $36,789 

Other Intangible Assets

 

March 31, 2020

 

(In thousands)

 

Gross

         
 

June 30, 2017

  

Carrying

  

Accumulated

  

Net

 

Other Intangible Assets

 

Gross

         
 

Carrying

  

Accumulated

  

Net

  

Amount

  

Amortization

  

Amount

 

(In thousands)

 

Amount

  

Amortization

  

Amount

 

Amortized Intangible Assets

                        

Customer relationships

 $35,563  $7,956  $27,607  $35,563  $13,614  $21,949 

Patents

  338   186   152   338   270   68 

LED technology firmware, software

  16,066   11,237   4,829   16,066   12,731   3,335 

Trade name

  2,658   499   2,159   2,658   801   1,857 

Non-compete agreements

  710   710   - 

Total Amortized Intangible Assets

  55,335   20,588   34,747   54,625   27,416   27,209 
                        

Indefinite-lived Intangible Assets

                        

Trademarks and trade names

  3,422   --   3,422   3,422   -   3,422 

Total Indefinite-lived Intangible Assets

  3,422   --   3,422 

Total indefinite-lived Intangible Assets

  3,422   -   3,422 
                        

Total Other Intangible Assets

 $58,757  $20,588  $38,169  $58,047  $27,416  $30,631 

 

Page 1615

 

(In thousands)

 

Amortization Expense of

Other Intangible Assets

 
  

 

December 31, 2017

  

December 31, 2016

 
         

Three Months Ended

 $690  $101 

Six Months Ended

 $1,380  $208 

Other Intangible Assets

 

June 30, 2019

 

(In thousands)

 

Gross

         
  

Carrying

  

Accumulated

  

Net

 
  

Amount

  

Amortization

  

Amount

 

Amortized Intangible Assets

            

Customer relationships

 $35,563  $12,070  $23,493 

Patents

  338   247   91 

LED technology firmware, software

  16,066   12,364   3,702 

Trade name

  2,658   719   1,939 

Total Amortized Intangible Assets

  54,625   25,400   29,225 
             

Indefinite-lived Intangible Assets

            

Trademarks and trade names

  3,422   -   3,422 

Total indefinite-lived Intangible Assets

  3,422   -   3,422 
             

Total Other Intangible Assets

 $58,047  $25,400  $32,647 

  

Three Months Ended

  

Nine Months Ended

 
  

March 31

  

March 31

 

(In thousands)

 

2020

  

2019

  

2020

  

2019

 
                 

Amortization Expense of Other Intangible Assets

 $670  $691  $2,016  $2,071 

 

The Company expects to record annual amortization expense as follows:

 

(In thousands)        
        

2018

 $2,760 

2019

 $2,760 

2020

 $2,687  $2,687 

2021

 $2,682  $2,682 

2022

 $2,461  $2,459 

After 2022

 $21,397 

2023

 $2,412 

2024

 $2,412 

After 2024

 $16,573 

 

 

NOTE 8 - REVOLVING LINE OF CREDIT

 

In February2017 2019, the Company amended its secured line of credit to a $100$75 million facility.facility from a $100 million facility in order to better match its financing needs with an appropriate borrowing capacity. The line of credit expires in the third quarter of fiscal 2022. Interest on the revolving line of credit is charged based upon an increment over the LIBOR rate as periodically determined, or at the bank’s base lending rate, at the Company’s option. The increment over the LIBOR borrowing rate, as periodically determined, fluctuates between 125 and 250 basis points depending upon the ratio of indebtedness to earnings before interest, taxes, depreciation and amortization (“EBITDA”), as defined in the line of credit agreement. The increment over LIBOR borrowing rate will remain at 175be 125 basis points for the next twelve months.fourth quarter of fiscal 2020. The fee on the unused balance of the $100$75 million committed line of credit is 1520 basis points. Under the terms of this line of credit, the Company has agreed to a negative pledge of real estate assets and is required to comply with financial covenants that limit the ratio of indebtedness to EBITDA and require a minimum fixed charge coverage ratio. As of DecemberMarch 31, 2017, 2020, there was $52.1$7.9 million borrowed against the line of credit, and $47.9$67.1 million was available as of that date. Based on the terms of the line of credit and the maturity date, the debt has been classified as long term.

 

The Company is in compliance with all of its loan covenants as of DecemberMarch 31, 2017.2020.

 

 

NOTE 9 - CASH DIVIDENDS

 

The Company paid cash dividends of $2,564,000$3,958,000 and $2,513,000$3,882,000 in the sixnine months ended DecemberMarch 31, 2017 2020 and 2016,2019, respectively. Dividends on restricted stock units in the amount of $38,463$59,077 and $19,826$40,798 were accrued as of DecemberMarch 31, 2017 2020 and 2016,2019, respectively. These dividends will be paid upon the vesting of the restricted stock units when shares are issued to the award recipients. In January 2018, April 2020, the Board of Directors declared a regular quarterly cash dividend of $0.05$0.05 per share payable February 13, 2018 May 12, 2020 to shareholders of record as of February 5, 2018. May 4, 2020. The indicated annual cash dividend rate is $0.20$0.20 per share.

Page 16

 

 

NOTE 10- – EQUITY COMPENSATION

 

Stock Based Compensation

In November 2019, the Company’s shareholders approved the 2019 Omnibus Award Plan (“2019 Omnibus Plan”). The purpose of the 2019 Omnibus Plan is to provide a means through which the Company’s may attract and retain key personnel and to provide a means by which directors, officers, and employees can acquire and maintain an equity compensation plan,interest in the Company. The 2019 Omnibus Plan replaced the 2012 Stock Incentive Plan (“2012 Stock Plan”). The number of shares of common stock authorized for issuance under the 2019 Omnibus Plan is 2,650,000 which were combined with the remaining shares available under the 2012 Plan”), was approved by shareholders in November 2012. Stock Plan. The 2012number of shares reserved for issuance under the 2019 Omnibus Plan coversis 3,812,997, all of its full-time employees, outside directors and certain advisors and replaced all previous equity compensation plans. In November 2016, the Company’s shareholders approved an amendment to the 2012which are available for future grant or award as of March 31, 2020. The 2019 Omnibus Plan that added 1,600,000 shares to the plan and implementedimplements the use of a fungible share ratio that consumes 2.5 available shares for every1 full value share awarded by the Company as stock compensation. The 20122019 Omnibus Plan allows for the grant of incentive stock options, non-qualified stock options, stock appreciation rights, restricted and unrestricted stock awards, performance stock units, and other stockstock-based awards. Stock option grants or stock awards made pursuant to the 2012 Plan are granted at fair market value at the date of option grant or stock award.  

Page 17

Stock option grants may be service-based or performance-based. Service-based options granted during fiscal 2017 and prior fiscal years generally have a four year ratable vesting period beginning one year after the date of grant. Service-based options granted during fiscal 2018 have a three year ratable vesting period beginning one year after the date of grant. Performance-based options have a three year ratable vesting period beginning one year after the date of grant. The maximum exercise period of stock options granted under the 2012 Plan is ten years.  If a stock option holder’s employment with the Company terminates by reason of death, disability or retirement, as defined in the Plan, the Plan generally provides for acceleration of vesting.  

 

The numberIn the third quarter of shares reserved for issuance underfiscal 2020, the 2012 Plan is 1,453,356 shares, all of which were available for future grant or award as of December 31, 2017.   Service-based and performance-basedCompany granted 150,000 inducement stock options were granted and restricted stock units (“RSUs”) were awarded during the six months ended December 31, 2017. As of December 31, 2017, a total of 3,448,677 stock options were outstanding under the 2012 Plan (as well as one previous stock option plan which was also approved by shareholders), of which, a total of 1,527,651 stock options were vested and exercisable.  As of December 31, 2017, the approximate unvested stock option expense that will be recorded as expense in future periods is $2,563,987.  The weighted average time over which this expense will be recorded is approximately 24 months. Additionally, as of December 31, 2017, a total of 187,150 RSUs were outstanding. The approximate unvested stock compensation expense that will be recorded as expense in future periods for the RSUs is $775,144. The weighted average time over which this expense will be recorded is approximately 30 months.

Stock Options

The fair value of each option on the date of grant was estimated using the Black-Scholes option pricing model. The below listed weighted average assumptions were used for grants in the periods indicated.

  

Three Months Ended

  

Six Months Ended

 
  

December 31

  

December 31

 
  

2017

  

2016

  

2017

  

2016

 
                 

Dividend yield

  3.06%  2.07%  3.35%  1.81%

Expected volatility

  41%  41%  41%  43%

Risk-free interest rate

  1.94%  2.06%  1.77%  1.00%

Expected life (in years)

 

6.0

  

6.0

  

6.0

  

6.0

 

At December 31, 2017, the 794,537 options granted during the firstsix months of fiscal 2018 to employees had exercise prices ranging from $5.92 to $6.54 per share, fair values ranging from of $1.71 to $1.96 per share, and remaining contractual lives of between 9.5 and 10 years.

At December 31, 2016, the 834,320 options granted during the firstsix months of fiscal 2017 to employees had exercise prices ranging from $9.65 to $11.06 per share, fair values ranging from of $3.29 to $3.83 per share, and remaining contractual lives of between 9.5 and 10 years.

The Company calculates stock option expense using the Black-Scholes model.  Stock option expense is recorded on a straight line basis, or sooner if the grantee is retirement eligible as defined in the 2012 Stock Incentive Plan, with an estimated 8.54% forfeiture rate effective October 1, 2017. Previous estimated forfeiture rates were between 2.0% and 8.3% between the periods January 1, 2013 through September 30, 2017. 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’ 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.  

The Company recorded $367,920 of expense in the three months ended December 31, 2017 and recorded a reduction of expense of $142,434 in the three months ended December 31, 2016, related to stock options. The reduction of stock option expense in the three months ended December 31, 2016 was the result of expectations that the performance criteria related to incentive based options will not be met. The Company recorded $1,125,728 and $1,296,009 of expense related to stock options in the six months ended December 31, 2017 and 2016, respectively.  As of December 31, 2017, the Company had 3,344,138 stock options that were vested and that were expected to vest, with a weighted average exercise price of $8.13 per share, an aggregate intrinsic value$6.51. In the first quarter of $905,309 and weighted average remaining contractual terms of 7.4 years.

Page 18

Information related to allfiscal 2020, the Company granted 455,429 non-qualified serviced-based stock options for the six months ended December 31, 2017 with an exercise price of $3.83 and 2016 is shown in the following tables:

  

Six Months Ended December 31, 2017

 
      

Weighted

  

Weighted

     
      

Average

  

Average

  

Aggregate

 
      

Exercise

  

Remaining

  

Intrinsic

 
  

Shares

  

Price

  

Contractual Term (in years)

  

Value

 
                 

Outstanding at 6/30/17

  3,119,688  $9.12   7.4  $2,332,224 
                 

Granted

  794,537  $5.98         

Forfeitures

  (438,609

)

 $11.62         

Exercised

  (26,939

)

 $6.49         
                 

Outstanding at 12/31/17

  3,448,677  $8.10   7.4  $971,344 
                 

Exercisable at 12/31/17

  1,527,651  $8.14   5.7  $218,246 

  

Six Months Ended December 31, 2016

 
      

Weighted

  

Weighted

     
      

Average

  

Average

  

Aggregate

 
      

Exercise

  

Remaining

  

Intrinsic

 
  

Shares

  

Price

  

Contractual Term (in years)

  

Value

 
                 

Outstanding at 6/30/16

  2,976,490  $8.97   6.6  $8,338,974 
                 

Granted

  834,320  $11.05         

Forfeitures

  (147,375

)

 $16.03         

Exercised

  (38,063

)

 $7.75         
                 

Outstanding at 12/31/16

  3,625,372  $9.18   7.1  $4,648,729 
                 

Exercisable at 12/31/16

  1,700,025  $8.73   5.1  $3,216,899 

The following table presents information related to unvested stock options:


  Shares  

Weighted-Average

Grant Date

Fair Value

 
         

Unvested at June 30, 2017

  1,842,127  $3.52 

Granted

  794,537  $1.73 

Vested

  (513,504) $3.49 

Forfeited

  (202,134) $3.46 

Unvested at December 31, 2017

  1,921,026  $2.79 

The weighted average grant date fair value of options granted during the six month periods ended December 31, 2017 199,310 Performance Stock Units and 2016 was $1.73 and $3.83, respectively. The aggregate intrinsic value of options exercised during the six months ended December 31, 2017 and 2016 was $22,079 and $99,883, respectively. The aggregate grant date fair value of options that vested during the six months ended December 31, 2017 and 2016 was $1,793,086 and $1,779,490, respectively. The Company received $174,965 and $295,030 of cash from employees who exercised options in the six month periods ended December 31, 2017 and 2016, respectively. In the firstsix months of fiscal 2018 the Company recorded a $83,608 reduction of the federal income tax payable, $559,474 as an increase in common stock, $87,354 as a reduction of income tax expense, and $170,462 as a reduction of the deferred tax assets. In the firstsix months of fiscal 2017 the Company recorded $95,443 as a reduction of federal income taxes payable, $124,056 as a decrease in common stock, $22,073 as a reduction of income tax expense, and $197,427 as a reduction of the deferred tax asset related to the issuance of RSUs and the exercises of stock options in which the employees sold the common shares prior to the passage of twelve months from the date of exercise.    

Page 19

81,917 Restricted Stock Units

A total of 91,490 RSUs with at a fair value of $5.92 per share were awarded to employees during$3.83. Stock compensation expense was $(103,000) and $224,000 for the sixthree months ended DecemberMarch 31, 2017. The service-based RSUs awarded during fiscal 2018 have a three year ratable vesting period beginning one year after2020 and 2019, respectively and $494,000 and $951,000 for the date of award. A total of 71,700 RSUs with a fair value of $11.06 per share were awarded to employees during the sixnine months ended DecemberMarch 31, 2016. The service-based RSUs awarded during fiscal 20172020 and in prior fiscal years have a four year ratable vesting period beginning one year after the date of award. The Company determined the fair value of the awards based on the closing price of the Company stock on the date the RSUs were awarded. The RSUs have a four year ratable vesting period. The 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. Dividends on RSUs in the amount of $38,463 and $19,826 were accrued as of December 31, 2017 and 2016,2019, respectively. Accrued dividends are paid to the holder upon vesting of the RSUs and issuance of shares.

The following table presents information related to RSUs:

  Shares  

Weighted-Average

Grant Date

Fair Value

 
         

Unvested at June 30, 2017

  133,335  $10.38 

Awarded

  91,490  $5.92 

Shares Issued

  (30,675) $10.30 

Shares Forfeited

  (7,000) $10.46 

Unvested at December 31, 2017

  187,150  $8.21 

 

 

As of December 31, 2017, the 187,150 RSUs had a remaining contractual life of between 2.5 and 3.5 years. Of the 187,150 RSUs outstanding as of December 31, 2017, 176,073 RSUs are vested or expected to vest in the future. An estimated forfeiture rate of 8.5% was used in the calculation of expense related to the RSUs. The Company recorded $81,895 and $337,310 of expense related to RSUs in the three and six month periods ended December 31, 2017, respectively.

As of December 31, 2016, the 118,575 RSUs had a remaining contractual life of between 2.5 and 3.5 years. Of the 118,575 RSUs outstanding as of December 31, 2016, 114,531 RSUs are vested or expected to vest in the future. An estimated forfeiture rate of 3.4% was used in the calculation of expense related to the RSUs. The Company recorded $89,896 and $392,197 of expense related to RSUs in the three and six month periods ended December 31, 2016, respectively.

Director and Employee Stock Compensation Awards

The Company awarded a total of 19,920 and 21,199 common shares in the six months ended December 31, 2017 and 2016, respectively, as stock compensation awards. These common shares were valued at their approximate $155,974 and $228,000 fair market values based on their stock price at dates of issuance multiplied by the number of common shares awarded, respectively, pursuant to the compensation programs for non-employee directors who receive a portion of their compensation as an award of Company stock and for employees who received a nominal recognition award in the form of Company stock. Stock compensation awards are made in the form of newly issued common shares of the Company.

Page 20

Deferred Compensation Plan

The Company has a non-qualified deferred compensation plan providing for both Company contributions and participant deferrals of compensation. This plan is fully funded in a Rabbi Trust. All plan investments are in common shares of the Company. As of December 31, 2017 there were 38 participants, all with fully vested account balances. A total of 245,732 common shares with a cost of $2,187,811, and 257,898 common shares with a cost of $2,456,875 were held in the plan as of December 31, 2017 and June 30,2017, 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 share purchases and sales on the open stock market for compensation deferred into the plan; shares newly issued for compensation deferred into the plan, and for distributions to terminated employees. The Company issued 42,280 new common shares for purposes of the non-qualified deferred compensation plan as of December 31, 2017 and the company did not issue new common shares for plan in fiscal 2017. The Company used approximately $106,537 and $390,288 to purchase 15,225 and 39,487 common shares of the Company in the open stock market during the six months ended December 31, 2017 and 2016, respectively, for either employee salary deferrals or Company contributions into the non-qualified deferred compensation plan.

The Company’s non-qualified deferred compensation is no longer funded by purchases in the open market of LSI stock as of September 30, 2017. This plan is now solely funded by newly issued shares that are authorized from the Company’s 2012 Stock Incentive Plan.

 

NOTE 1111 - SUPPLEMENTAL CASH FLOW INFORMATION

 

 

Nine Months Ended

 

(In thousands)

 

Six Months Ended

December 31

  

March 31

 
 

2017

  

2016

  

2020

  

2019

 

Cash payments:

        

Cash Payments:

        

Interest

 $767  $21  $889  $1,669 

Income taxes

 $1,232  $2,381  $8  $3 
                

Non-cash investing and finance activities:

        

Non-cash investing and financing activities

        

Issuance of common shares as compensation

 $156  $228  $225  $265 

Issuance of common shares to fund deferred compensation plan

 $261  $--  $296  $257 

 

 

NOTE 12 - COMMITMENTS AND CONTINGENCIES

 

The Company is party to various negotiations, customer bankruptcies, and legal proceedings arising in the normal course of business. The Company provides reserves for these matters when a loss is probable and reasonably estimable. The Company does not disclose a range of potential loss because the likelihood of such a loss is remote. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Company’sCompany’s financial position, results of operations, cash flows or liquidity.

 

The Company may occasionally issue a standby letter of credit in favor of thirdthird parties. As of DecemberMarch 31, 2017, 2020, there were no such standby letterletters of credit agreements.issued.

 

 

NOTE 13 – SEVERANCE COSTS

The Company recorded severance expense of $83,000 and $173,000 in the six months ended December 31, 2017 and 2016, respectively. This severance expense was related to reductions in staffing not related to plant restructuring. See further discussion of restructuring expenses in Note 14.

 

The activity in the Company’sCompany’s accrued severance liability is as follows for the periods indicated:

 

 

Nine Months

  

Nine Months

  

Fiscal Year

 
 

Six

  

Six

  

Fiscal

  

Ended

  

Ended

  

Ended

 
 

Months Ended

  

Months Ended

  

Year Ended

  

March 31,

  

March 31,

  

June 30,

 

(In thousands)

 

December 31,

  

December 31,

  

June 30,

  

2020

  

2019

  

2019

 
 

2017

  

2016

  

2017

             
            

Balance at beginning of the period

 $235  $39  $39 

Balance at beginning of period

 $1,134  $1,772  $1,772 

Accrual of expense

  83   173   523   73   534   560 

Payments

  (218

)

  (205

)

  (313

)

  (481)  (956)  (1,198)

Adjustments

  (14

)

  --   (14

)

Balance at end of the period

 $86  $7  $235 

Balance at end of period

 $726  $1,350  $1,134 

Of the total $726,000 severance reserve reported as of March 31, 2020, $612,000 has been classified as a current liability and will be paid out over the next twelve months. The remaining $114,000 has been classified as a long-term liability.

Page 17

 

 

NOTE 14 – RESTRUCTURING COSTS

 

On September 22, 2016, In the first quarter of fiscal 2020, the Company announced plans to closesold its lighting facilityNew Windsor, New York facility. The net proceeds from the sale were $12.3 million resulting in Kansas City, Kansas. The decision was based upona gain of $4.8 million. Restructuring costs incurred in the market shift away from fluorescent and other technologies and the rapid movement to LED lighting which is produced at other LSI facilities. The Company expects to continue to meet the demand for products containing fluorescent light sources as long as these products are commercially viable. All operations at the Kansas City facility ceased prior to December 31, 2016. Fiscal 2017 restructuring costsfirst quarter of fiscal 2020 related to the closure of the Kansas CityNew Windsor facility, were $944,000. There have been no restructuringwhich impacted both the Lighting and Graphics segment.

Restructuring costs incurred in the second quarter of fiscal 2018. These costs primarily included employee-related costs (primarily severance), the impairment of manufacturing equipment, plant shut down costs, costs2020 related to the preparationrealignment of the Company’s manufacturing footprint at its Houston, Texas facility, for sale, legal costs, and other related costs. In addition, there was also an inventory write-downwhich impacted the Graphics segment. The realignment occurred as the result of $485,000 recorded in fiscal 2017. The write-down wasthe movement of equipment related to inventory that was previously realizable until the decision inclosure of the firstNew Windsor facility along with preparations to receive additional equipment resulting from the relocation of the North Canton, Ohio facility.

In the third quarter of fiscal 2017 to close the Kanas City plant due to the planned curtailment of the manufacturing of fluorescent light fixtures. The Company owned the facility in Kansas City and realized a $1,361,000 gain when the facility was sold.

Page 21

The Company also announced the consolidation of the Beaverton, Oregon facility into other LSI facilities. The light assembly of products in the Beaverton facility was moved to the Company’s Columbus, Ohio facility, and administration and engineering functions were moved to the Company’s Cincinnati, Ohio facility. This consolidation was completed September 30, 2016. As a result of this consolidation, restructuring charges of $377,000 were recorded in fiscal 2017, with the majority of this representing the costs related to the remaining period of the facility’s lease and severance costs for employees who formerly worked in the Beaverton facility. There were no restructuring charges in fiscal 2018.

In November 2016, 2020, the Company announced the consolidation of the Woonsocket, Rhode Island manufacturing operation intosold its North Canton, Ohio operation.facility. The manufacturing operationsnet proceeds from the sale were $7.7 million resulting in Woonsocket ceased priora net gain of $3.7 million. Restructuring charges incurred in the third quarter of fiscal 2020 related to December 31, 2016. the relocation of the North Canton facility, which impacted the Graphics Segment. The Company ownedwill relocate the production at the North Canton facility to a smaller, leased facility in Woonsocket and realized a small gain whenAkron, Ohio during the facility was soldfourth quarter of fiscal 2020. The Company also incurred $451,000 of expense to write-down inventory which is not included in September 2017. the tables below.

Total restructuring costs related towere $235,000 and $744,000 for the consolidation of the Woonsocket facility were $452,000 in fiscal 2017. These costs primarily include employee-related costs (severance), plant shut down costs, costs related to the preparation of the facility for sale, legal costs,three and other related costs. There have been no restructuring charges in fiscal 2018.

Management does not expect any significant restructuring charges for fiscal 2018. All previously announced restructuring projects were completed in fiscal 2017 and all restructuring charges were recorded in fiscal 2017.nine months ended March 31, 2020, respectively.

 

The following table presents information about restructuring costs for the periods indicated:

 

 

Three

  

Six Months

  

Three

  

Six Months

  

Three Months Ended

  

Nine Months Ended

 
 

Months Ended

  

Ended

  

Months Ended

  

Ended

  

March 31

  

March 31

 

(In thousands)

 

December 31,

  

December 31,

  

December 31,

  

December 31,

  

2020

  

2019

  

2020

  

2019

 
 

2017

  

2017

  

2016

  

2016

                 
                

Severance and other termination benefits

 $--  $--  $526  $691 

Lease obligation

  --   --   --   213 

Severance benefits

 $-  $263  $-  $484 

Impairment of fixed assets and accelerated depreciation

  --   --   80   353   -   -   49   228 

Other

  --   --   91   96 

Facility repairs

  -   52   -   99 

Gain on sale of facility

  (3,741)  -   (8,562)  - 

Exit costs

  235   53   419   113 

Manufacturing realignment costs

  -   -   276   - 

Total

 $--  $--  $697  $1,353  $(3,506) $368  $(7,818) $924 

The following table presents restructuring costs incurred by line item in the consolidated statement of operations in which the costs are included:

  

Three Months Ended

  

Six Months Ended

 

(In thousands)

 

December 31

  

December 31

 
  

2016

  

2016

 
         

Cost of Goods Sold

 $640  $1,143 

Operating Expenses

  57   210 

Total

 $697  $1,353 

Page 22

The following table presents information about restructuring costs by segment for the periods indicated:

  

Three

  

Six Months

  

Three

  

Six Months

 
  

Months Ended

  

Ended

  

Months Ended

  

Ended

 

(In thousands)

 

December 31,

  

December 31,

  

December 31,

  

December 31,

 
  

2017

  

2017

  

2016

  

2016

 
                 

Lighting Segment

 $--  $--  $476  $1,021 

Graphics Segment

  --   --   221   221 

Corporate and Eliminations

  --   --   --   111 

Total

 $--  $--  $697  $1,353 

The above tables exclude the gain on the sale of the Kansas City and Woonsocket facilities. Additionally, the above tables do not include expense of $400,000 recorded during the first quarter of fiscal 2017 related to the write-down of inventory included as cost of sales as part of the Kansas City facility closure.

 

The following table presents a roll forward of the beginningbeginning and ending liability balances related to the restructuring costs:

 

 

Balance as of

              

Balance as of

 
 

June 30,

  

Restructuring

          

March 31,

 

(In thousands)

                     

2019

  

Expense

  

Payments

  

Adjustments

  

2020

 
 

Balance as of

June 30,

2017

  

Restructuring

Expense

  

Payments

  

Adjustments

  

Balance as of

December 31,

2017

                     
                    

Severance and termination benefits

 $--  $--  $--  $--  $--  $236  $-  $(209) $-  $27 

Lease obligation

  85   --   (85

)

  --   -- 

Other

  --   --   --   --   -- 

Other restructuring costs

  -   695   (695)  -  $- 

Total

 $85  $--  $(85

)

 $--  $--  $236  $695  $(904) $-  $27 

Page 18

NOTE 15 - LEASES

The Company leases certain manufacturing facilities along with a small office space, a company vehicle, several forklifts, several small tooling items, and various items of office equipment. All of the Company’s leases are operating leases and are included in other long-term assets with the corresponding liability in other long-term liabilities. Leases have a remaining term of 1 to 5 years some of which have an option to renew. The Company does not assume renewals in determining the lease term unless the renewals are deemed reasonably certain. The lease agreements do not contain any material residual guarantees or material variable lease payments.

The Company has periodically entered into short-term operating leases with an initial term of twelve months or less. The Company elected not to record these leases on the balance sheet. For the three and nine months ended March 31, 2020, the rent expense for these leases is immaterial.

The Company has certain leases that contain lease and non-lease components and has elected to utilize the practical expedient to account for these components together as a single lease component.

Lease expense is recognized on a straight-line basis over the lease term. The Company used its incremental borrowing rate when determining the present value of lease payments. The adoption of the new lease standard resulted in the recognition of right-of-use assets (ROU assets) of $10.4 million and lease liabilities of $10.8 million which includes the impact of existing deferred rents and tenant improvement allowances on the consolidated balance sheets as of July 1, 2019 for the Company’s real estate leases. The adoption of the new standard resulted in no material impact to the consolidated statements of operations or consolidated statements of cash flow.

  

Three months ended

  

Nine months ended

 

(In thousands)

 

March 31, 2020

  

March 31, 2020

 
         

Operating lease cost

 $574  $1,736 

 

 

Refer to Note 13 for information regarding additional severance expenses that are not included in the restructuring costs identified in this footnote.

Supplemental Cash Flow Information:

Nine months ended

(In thousands)

March 31, 2020

Operating cash flows from operating leases

Fixed payments

1,707

Liability reduction

1,334

 

Operating Leases:

At March 31, 2020

Total operating right-of-use asset (Other long-term assets)

9,050

Accrued expenses (Current liabilities)

362

Long-term operating lease liability (Other long-term liabilities)

9,440
9,802

Weighted Average remaining Lease Term (in years)

4.81

Weighted Average Discount Rate

4.85%

Maturities of Lease Liability:

    

2020

  955 

2021

  2,303 

2022

  2,279 

2023

  2,244 

2024

  1,917 

Thereafter

  1,683 

Total lease payments

  11,381 

Less: Interest

  (1,579)

Present Value of Lease Liabilities

  9,802 

Page 19

 

NOTE 1516– INCOME TAXES

 

The Company's effective income tax rate is based on expected income, statutory rates and tax planning opportunities available in the various jurisdictions in which it operates. For interim financial reporting, the Company estimates the annual income tax rate based on projected taxable income for the full year and records a quarterly income tax provision or benefit in accordance with the anticipated annual rate. The Company refines the estimates of the year's taxable income on a periodic basis as new information becomes available, including actual year-to-date financial results. This continual estimation process often results in a change to the expected effective income tax rate for the year. When this occurs, the Company adjusts the income tax provision during the quarter in which the change in estimate occurs so that the year-to-date provision reflects the expected income tax rate. Significant judgment is required in determining the effective tax rate and in evaluating tax positions.

 

The Tax CutsCoronavirus Aid, Relief, and JobsEconomic Security (CARES) Act was signed into law on December 22nd,2017 and makes numerous changes to the Internal Revenue Code. Among other changes, thein March 2020. The CARES Act reduces the US corporate income tax rate to 21% effective January 1, 2018. Because the Act became effective mid-way through the Company’s tax year,allowed the Company will haveto utilize a US statutory income tax rate of 27.7% for the fiscal 2018, and will have a 21% US statutory income tax rate for fiscal years thereafter. During the quarter ended December 31, 2017, the Company re-valued the deferred tax balances because of the change in US tax rateNet Operating Loss (NOL) Carryback resulting in a one-timerevaluation of its deferred tax expenseassets creating a favorable impact of $4,676,578.$0.3 million in the third quarter of fiscal 2020. In addition, the Company sold its North Canton, Ohio facility in the third quarter of fiscal 2020 resulting in a book gain of $3.7 million. The sale generated a capital gain during the quarter resulting in a tax benefit due to the utilization of a capital loss carryforward, which reduced the anticipated full year estimated effective income tax rate.

In the first quarter of fiscal 2020, the Company sold its New Windsor, New York facility resulting in a book gain of $4.8 million. The Company revised its full year projected effectivewas able to utilize a deferred tax rateasset of $864,000 related to incorporate the fiscal 2018 statutory rate of 27.7%. The Company completed its accounting for the income tax effectssale of the Act duringfacility.

In the quarter.second quarter of fiscal 2019, a deferred tax asset of $4.8 million was created as a result of the impairment of goodwill in the Lighting reporting unit.

 

  

Three Months Ended

  

Nine Months Ended

 
  

March 31

  

March 31

 
  

2020

  

2019

  

2020

  

2019

 

Reconciliation of effective tax rate:

                
                 

Provision for income taxes at the anticipated annual tax rate

  10.8

%

  (0.7

)%

  16.7

%

  13.6

%

Uncertain tax positions

  1.5   (0.1)  (0.3)  0.6 

Deferred income tax adjustments

  (16.7)  -   (2.5)  6.7 

Shared-based compensation

  4.4   (3.6)  3.7   (0.9)

Effective tax rate

  -

%

  (4.4

)%

  17.6

%

  20.0

%

Page 2320

 

  

Three Months Ended

  

Six Months Ended

 
  

December 31

  

December 31

 
  

2017

  

2016

  

2017

  

2016

 

Reconciliation to effective tax rate:

                
                 

Provision for income taxes at the anticipated annual tax rate

  28.9

%

  30.4

%

  28.9

%

  30.8

%

Enactment of tax law changes

  111.2   --   (22.2

)

  -- 

Uncertain tax positions

  (4.8

)

  (0.6

)

  0.5   (0.8

)

Difference between deferred and current tax rate related to the impairment of goodwill

  --   --   12.1   -- 

Other

  --   --   --   (1.8

)

Tax impact related to share based compensation

  0.3   (0.5

)

  (0.4

)

  (0.6

)

Effective tax rate

  135.6

%

  29.3

%

  18.9

%

  27.6

%

 

ITEM 2. MANAGEMENT’SMANAGEMENT’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,” “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 Company’sfollowing 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, 2019, 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.

 

Net Sales by Business Segment

                

(In thousands)

 

Three Months Ended

  

Six Months Ended

 
  

December 31

  

December 31

 
  

2017

  

2016

  

2017

  

2016

 
                 

Lighting Segment

 $69,174  $65,076  $137,602  $130,341 

Graphics Segment

  23,131   20,582   42,169   39,476 
  $92,305  $85,658  $179,771  $169,817 

Overview; Recent Developments

LSI Industries is a leading producer of high-performance, American-made lighting solutions. Our strength in outdoor lighting applications creates opportunities for us to introduce additional solutions to our valued customers. LSI’s indoor and outdoor products and services, including our digital and print graphics capabilities, are valued by architects, engineers, distributors and contractors for their quality, reliability and innovation. Our products are used extensively in automotive dealerships, petroleum stations, quick service restaurants, grocery stores and pharmacies, retail establishments, sports complexes, parking lots and garages, and commercial and industrial buildings. 

Although we are aggressively managing our response to the recent COVID-19 pandemic primarily through our focus on employee safety, customer service and support and cost-effective business continuity, the pandemic’s impact on our full year fiscal 2020 results and beyond is uncertain. We believe that the most significant elements of uncertainty relate to the intensity and duration of the impact on construction, renovation, and consumer spending as well as the ability of our sales channels, supply chains, manufacturing, and distribution to continue to operate with minimal disruption for the remainder of fiscal 2020 and beyond, all of which could negatively impact our financial position, results of operations, cash flows, and outlook. While we remain fully operational at all manufacturing facilities and practice safe engagement with our customers, agents and suppliers, we are attempting to mitigate the possible impacts of the COVID-19 pandemic on our business by taking certain expense management actions. Also, even though we have not recently experienced any issues with our supply chains, we have taken steps to diversify our supply chains so that we are not dependent on a sole supplier for certain raw materials. Because the duration and resulting economic disruption of the COVID-19 pandemic are unknown and impossible to determine at this time, we are uncertain regarding the extent to which the COVID-19 pandemic could have a material adverse effect on our ability to operate, results of operations, financial condition, liquidity and capital investments.

Net Sales by Business Segment

                
  

Three Months Ended

  

Nine Months Ended

 
  

March 31

  

March 31

 

(In thousands)

 

2020

  

2019

  

2020

  

2019

 
                 

Lighting Segment

 $49,013  $52,785  $165,640  $177,871 

Graphics Segment

  21,997   20,047   76,448   69,459 
  $71,010  $72,832  $242,088  $247,330 

 

 

Operating Income (Loss) by Business Segment

                                

(In thousands)

 

Three Months Ended

  

Six Months Ended

 
 

December 31

  

December 31

  

Three Months Ended

  

Nine Months Ended

 
 

2017

  

2016

  

2017

  

2016

  

March 31

  

March 31

 

(In thousands)

 

2020

  

2019

  

2020

  

2019

 
                                

Lighting Segment

 $5,275  $3,761  $(17,655

)

 $6,852  $1,102  $691  $13,411  $(13,911)

Graphics Segment

  2,255   1,174   3,731   2,191   4,015   (898)  6,394   2,350 

Corporate and Eliminations

  (2,983

)

  (2,117

)

  (6,343

)

  (5,159

)

  (2,486)  (2,066)  (8,575)  (8,049)
 $4,547  $2,818  $(20,267

)

 $3,884  $2,631  $(2,273) $11,230  $(19,610)

Page 21

 

Summary Comments

 

Fiscal 2018 second quarterAs we mentioned in the prior two quarters, we are transitioning from low margin commodity business to focus on higher margin applications and solutions, resulting in lower sales in the short term and improved margins.

Net sales of $71.0 million for the three months ended March 31, 2020 decreased $1.8 million or 3% as compared to net sales of $92,305,000 increased $6.6$72.8 million or 7.8% as compared to second quarter fiscal 2017 net sales of $85,658,000.for the three months ended March 31, 2019. Net sales were favorably influenced by increased net sales of the LightingGraphics Segment (up $4.1(an increase of $1.9 million or 6.3%10%) and increasedmore than offset by decreased net sales of the GraphicsLighting Segment (up $2.5(a decrease of $3.8 million or 12.4%7%). Comparable fiscal 2018 net

Net sales excluding net sales from Atlas Lighting Products, Inc. (“Atlas”)of $242.1 million for the nine months ended March 31, 2020 decreased by $7.3$5.2 million or 8.5%2% as compared to fiscal 2017 net sales. The Company acquired Atlas on February 21, 2017.     

Fiscal 2018 first half net sales of $179,771,000 increased $10$247.3 million or 5.9% as compared to first half fiscal 2017 net sales of $169,817,000.for the nine months ended March 31, 2019. Net sales were favorably influenced by increased net sales of the LightingGraphics Segment (up $7.3(an increase of $7.0 million or 5.5%10%) and increasedmore than offset by decreased net sales of the GraphicsLighting Segment (up $2.7(a decrease of $12.2 million or 6.8%7%). Comparable

Operating income of $2.6 million for the three months ended March 31, 2020 represents a $4.9 million improvement from operating loss of ($2.3) million in the three months ended March 31, 2019. The $4.9 million improvement from operating loss in fiscal 2018 net sales excluding net sales2019 was impacted by the sale of the North Canton, Ohio facility in the third quarter of fiscal 2020 which favorably resulted in a pre-tax gain of $3.7 million. When the impact of the sale of the North Canton facility, other restructuring and other plant closure costs and severance are removed from Atlas decreased by $15.0the operating results, adjusted operating loss, a Non-GAAP measure, was ($0.4) million or 8.8%in the three months ended March 31, 2020 compared to fiscal 2017($1.9) million in the three months ended March 31, 2019. Refer to “Non-GAAP Financial Measures” below. The improvement in adjusted operating loss was the net sales.result of higher value sales mix, lower selling and administrative expenses and cost savings from the closure of the New Windsor, New York facility.

 

Page 24

Fiscal 2018 second quarter operatingOperating income of $4,547,000 increased $1.7$11.2 million or 61.4%for the nine months ended March 31, 2020 represents a $30.8 million improvement from an operating loss of ($19.6) million in the nine months ended March 31, 2019. The $30.8 million improvement from operating incomeloss in fiscal 2019 was impacted by the sale of $2,818,000the New Windsor, New York facility in the first quarter of fiscal 2020 which favorably resulted in a pre-tax gain of $4.8 million, the sale of the North Canton, Ohio facility in the third quarter of fiscal 2020 which favorably resulted in a pre-tax gain of $3.7 million, and a pre-tax $20.2 million goodwill impairment charge in the second quarter of fiscal 2017.2019 with no comparable event in fiscal 2020. The period-over-period improvement in operating income was partially offset by a one-time adjustment to a Company benefit plan in fiscal 2019 which resulted in a favorable pre-tax adjustment to earnings of $1.2 million. When the impact of the sales of the New Windsor and North Canton facilities, the goodwill impairment charge and other restructuring and plant closure costs are removed from the operating results, adjusted operating income, a Non-GAAP measure, was $3.9 million in the nine months ended March 31, 2020 compared to $3.2 million in the nine months ended March 31, 2019. Refer to “Non-GAAP Financial Measures” below. The increase in adjusted operating income was the net result of increased nethigher value sales increased gross profit and increased gross profit as a percentage of sales, and an increase inmix, lower selling and administrative expenses. The Company also recorded restructuring costsexpenses and cost savings from the closure of $697,000 in the second quarter of fiscal 2017 with no corresponding cost in fiscal 2018.New Windsor, New York facility.

Page 22

Non-GAAP Financial Measures

 

Fiscal 2018 first half operating loss of $(20,267,000) represents a $24.2 million change from operating income of $3,884,000 in the first half of fiscal 2017. The change from operating income in fiscal 2017 to an operating loss in fiscal 2018 is primarily the result of a $28 million goodwill impairment in the first quarter of fiscal 2018. Also contributing to the year-over-year change in operating income is the net result of increased net sales, increased gross profit and increased gross profit as a percentage of sales, and an increase in selling and administrative expenses. The Company also recorded restructuring costs of $1,753,000 in the first half of fiscal 2017 with no corresponding cost in fiscal 2018.

Non-GAAP Financial Measures

The Company believesWe believe it is appropriate to evaluate itsour performance after making adjustments to the as-reported U.S. GAAP operating income, net income, and earnings per share. Adjusted operating income, net income and earnings per share, which exclude the impact of a goodwill impairment, a tax charge related to the revaluation of deferred tax assets,severance costs, transition and re-alignment costs, and restructuring and plant closure costs, and other severance costs, are non-GAAPNon-GAAP financial measures. Also included below are Non-GAAP financial measures including Earnings before Interest, Taxes, Depreciation and Amortization (EBITDA and Adjusted EBITDA), Free Cash Flow and Net Debt. We believe that these adjusted supplemental measures are useful in assessing the operating performance of our business. These supplemental measures are used by our management, including our chief operating decision maker, to evaluate business results. We exclude these items because they are not representative of the ongoing results of operations of our business. Below is a reconciliation of these non-GAAPNon-GAAP measures to operating income, net income, and earnings per share for the periods indicated.indicated along with the calculation of EBIDTA and Adjusted EBITDA, Free Cash Flow and Net Debt.

 

(in thousands, unaudited)

 

Second Quarter

 
  

FY 2018

  

FY 2017

 

Reconciliation of operating income to adjusted operating income:

        
         

Operating income as reported

 $4,547  $2,818 
         

Adjustment for restructuring and plant closure costs

  --   697 
         

Adjustment for other severance costs

  83   28 
         

Adjusted operating income

 $4,630  $3,543 

Reconciliation of operating income (loss) to adjusted operating income (loss):

        
  

Three Months Ended

 
  

March 31

 

(In thousands)

 

2020

  

2019

 
         

Operating Income (Loss) as reported

 $2,631  $(2,273)
         

Restructuring, plant closure (gain) costs and related inventory write-downs

  (3,055)  368 
         

Severance costs

  19   42 
         

Adjusted Operating Loss

 $(405) $(1,863)

 

 

(in thousands, except per share data; unaudited)

 

Second Quarter

 
      

Diluted

      

Diluted

 
  

FY 2018

  

EPS

  

FY 2017

  

EPS

 

Reconciliation of net income (loss) to adjusted net income:

                
                 

Net income (loss) and earnings (loss) per share as reported

 $(1,468) $(0.06) $2,006  $0.08 
                 

Tax impact from the reduction of the deferred tax assets

  4,676   0.18   --   -- 
                 

Adjustment for restructuring and plant closure costs, inclusive of the income tax effect

  --   --   448(1)  0.02 
                 

Adjustment for severance costs, inclusive of the income tax effect

  59(3)  --   23(2)  -- 
                 

Adjusted net income and earnings per share

 $3,267  $0.12  $2,477  $0.10 

Reconciliation of net income (loss) to adjusted net income (loss)

                
  

Three Months Ended

 
  

March 31

 

(In thousands, except per share data)

 

2020

  

2019

 
      

Diluted EPS

      

Diluted EPS

 
             

Net Income (Loss) as reported

 $1,861  $0.07  $(3,168) $(0.12)
                 

Restructuring, plant closure (gain) costs and related inventory write-downs

  (2,769)

(1)

 (0.10)  115 

(3)

 - 
                 

Severance costs

  17 

(2)

 -   (14)

(4)

 - 
                 

Tax impact due to the change in the estimated annual tax rate used for GAAP reporting purposes

  (174)  (0.01)  897   0.03 
                 

Net Loss adjusted

 $(1,065) $(0.04) $(2,170) $0.08 

 

The income tax effects of the adjustments in the tables above were calculated using the estimated U.S. effective income tax rates re-computed after considering non-GAAP adjustments for the periods indicated. The income tax effects were as follows (in thousands):

 

(1) 249($286)

(2) 5$2

(3)24 $253

(4) $56

Reconciliation of operating income (loss) to adjusted operating income:

        
  

Nine Months Ended

 
  

March 31

 

(In thousands)

 

2020

  

2019

 
         

Operating Income (Loss) as reported

 $11,230  $(19,610)
         

Restructuring, plant closure (gain) costs and related inventory write-downs

  (7,367)  1,991 
         

Severance costs

  73   534 
         

Goodwill impairment

  -   20,165 
         

Transition and re-alignment costs

  -   120 
         

Adjusted Operating Income

 $3,936  $3,200 

 

Page 2523

 

(in thousands, unaudited)

 

First Half

 
  

FY 2018

  

FY 2017

 

Reconciliation of operating income (loss) to adjusted operating income:

        
         

Operating income (loss) as reported

 $(20,267) $3,884 
         

Adjustment for goodwill impairment

  28,000   -- 
         

Adjustment for restructuring, plant closure costs, and related inventory write-downs

  --   1,753 
         

Adjustment for other severance costs

  83   173 
         

Adjusted operating income

 $7,816  $5,810 

Reconciliation of net income (loss) to adjusted net income

                
  

Nine Months Ended

 
  

March 31

 

(In thousands, except per share data)

 

2020

  

2019

 
      

Diluted EPS

      

Diluted EPS

 
             

Net Income (Loss) as reported

 $8,079  $0.31  $(17,201) $(0.66)
                 
Restructuring, plant closure (gain) costs and related inventory write-downs   (5,995)

(1)

 (0.23)  1,386 

(3)

 0.05 
                 

Severance costs

  61 

(2)

 -   372 

(4)

 0.01 
                 

Goodwill impairment

  -   -   15,361 

(5)

 0.59 
                 

Transition and re-alignment costs

  -   -   94 

(6)

 - 
                 

Tax impact due to the change in the estimated annual tax rate used for GAAP reporting purposes

  (609)  (0.02)  897   0.03 
                 

Net Income adjusted

 $1,536  $0.06  $908  $0.03 

 

(in thousands, except per share data; unaudited)

 

First Half

 
      

Diluted

      

Diluted

 
  

FY 2018

  

EPS

  

FY 2017

  

EPS

 

Reconciliation of net income (loss) to adjusted net income:

                
                 

Net income (loss) and earnings (loss) per share as reported

 $(17,097) $(0.66) $2,835  $0.11 
                 

Adjustment for goodwill impairment, inclusive of the income tax effect

  17,361(4)  0.67         
                 

Tax impact from the reduction of the deferred tax assets

  4,676   0.18   --   -- 
                 

Adjustment for restructuring and plant closure costs, inclusive of the income tax effect

  --   --   1,143(1)  0.04 
                 

Adjustment for other severance costs, inclusive of the income tax effect

  59(3)  --   120(2)  -- 
                 

Adjusted net income and earnings per share

 $5,001  $0.19  $4,098  $0.16 

The income tax effects of the adjustments in the tables above were calculated using the estimated U.S. effective income tax rates re-computed after considering non-GAAP adjustments for the periods indicated. The income tax effects were as follows (in thousands):

(1) 610

(2) 53

(3) 24

(4) 10,639

 

The reconciliation of reported net income (loss) and earnings (loss) per share to adjusted net income and earnings per share may not agree due to rounding differences and due to the difference between basic and dilutive weighted average shares outstanding in the computation of earnings per share.

 

The income tax effects of the adjustments in the tables above were calculated using the estimated U.S. effective income tax rates for the periods indicated. The income tax effects were as follows (in thousands):

(1) ($1,372)

(2) $12

(3) $605

(4) $162

(5) $4,804

(6) $26

Reconciliation of operating income (loss) to EBITDA and Adjusted EBITDA

             
  

Three Months Ended

  

Nine Months Ended

 
  

March 31

  

March 31

 

(In thousands)

 

2020

  

2019

  

2020

  

2019

 
                 

Operating Income (Loss) as reported

 $2,631  $(2,273) $11,230  $(19,610)
                 

Depreciation and Amortization

  2,080   2,552   6,631   7,787 
                 

EBITDA

 $4,711  $279  $17,861  $(11,823)
                 

Restructuring, plant closure (gain) costs and related inventory write-downs

  (3,055)  368   (7,367)  1,991 
                 

Severance costs

  19   42   73   534 
                 

Goodwill impairment

  -   -   -   20,165 
                 

Transition and re-alignment costs

  -   -   -   120 
                 

Adjusted EBITDA

 $1,675  $689  $10,567  $10,987 

Page 2624

Reconciliation of cash flow from operations to free cash flow

                
  

Three Months Ended

  

Nine Months Ended

 
  

March 31

  

March 31

 

(In thousands)

 

2020

  

2019

  

2020

  

2019

 
                 

Cash Flow from Operations

 $(3,806) $(1,243) $17,097  $6,385 
                 

Proceeds from sale of facilities

  7,700   -   20,032   - 
                 

Capital expenditures

  (419)  (769)  (1,538)  (2,348)
                 

Free Cash Flow

 $3,475  $(2,012) $35,591  $4,037 

Reconciliation of Net Debt

        
  

March 31,

  

June 30,

 

(In thousands)

 

2020

  

2019

 
         

Long-Term Debt as reported

 $7,919  $39,541 
         

Less:

        

Cash and cash equivalents as reported

  820   966 
         

Net Debt

 $7,099  $38,575 

Page 25

 

Results of Operations

 

THREE MONTHS ENDED DECEMBERMARCH 31, 20172020 COMPARED TO THREE MONTHS ENDED DECEMBERMARCH 31, 20162019

 

Lighting Segment

(In thousands)

 

Three Months Ended

 

Lighting Segment

        
 

December 31

  

Three Months Ended

 
 

2017

  

2016

  

March 31

 

(In thousands)

 

2020

  

2019

 
                

Net Sales

 $69,174  $65,076  $49,013  $52,785 

Gross Profit

 $19,259  $16,493  $12,637  $12,331 

Operating Income

 $5,275  $3,761 

Operating Income (Loss)

 $1,102  $691 

 

Lighting Segment net sales of $69,174,000$49.0 million in the second quarter of fiscal 2018 increased 6.3%three months ended March 31, 2020 decreased 7% from fiscal 2017 same period net sales of $65,076,000. Comparable fiscal 2018 net sales excluding net sales from Atlas decreased by $9.8 million or 15.1% from fiscal 2017 second quarter sales. The Lighting Segment’s net sales of light fixtures having solid-state LED technology totaled $57.7$52.8 million in the second quarter ofsame period in fiscal 2018, representing an $11.6 million or 25.1% increase from fiscal 2017 second quarter net2019. The 7% drop in sales of solid-state LED light fixtures of $46.1 million. Light fixtures having solid-state LED technology represent 91.7% of total lighting product netis attributed to the continued transition toward a less commoditized, higher-value sales in the second quarter of fiscal 2018 compared to 78.2% of total lighting product net sales in the second quarter of fiscal 2017. Total lighting product net sales excludes sales related to installation and shipping and handling.  There was a reduction in the Company’s traditional lighting sales (metal halide and fluorescent light sources) from fiscal 2017 to fiscal 2018 as customers continue to convert from traditional lighting to light fixtures having solid-state LED technology.

Lighting Segment total net sales of solid-state LED technology in light fixtures have been recorded as indicated in the table below.

  

LED Net Sales

 

(In thousands)

 

FY 2018

  

FY 2017

  

% Change

 
             

First Quarter

 $52,956  $43,146   22.7%

Second Quarter

  57,726   46,137   25.1%

First Half

  110,682   89,283   24.0%

Third Quarter

      44,946     

Nine Months

      134,229     

Fourth Quarter

      52,303     

Full Year

     $186,532     

mix.

 

Gross profit of $19,259,000$12.6 million in the second quarter of fiscal 2018three months ended March 31, 2020 increased $2.8$0.3 million or 16.8%3% from the same period of fiscal 2017,2019 and increased from 25.1%23.2% to 27.4%25.4% as a percentage of Lighting Segment net sales (customer plus inter-segment net sales). The CompanyLighting Segment incurred restructuring and plant closure costs that were recorded in cost of sales related to the closure of the Kansas City, Kansas manufacturingNew Windsor, New York facility of $429,000 with no comparable costs$0.3 million in fiscal 2018.2019. The remaining increase in amount of gross profit is also due to the net effect of improved product mix net salesand moving away from Atlas for which there were no comparable saleslow-margin commodity business to higher margin market applications. Also contributing to the period-over-period improvement in fiscal 2017, manufacturing efficiencies as a result ofgross profit are the Company’s lean initiatives, continued inflationary pressures in certain commodities, competitive pricing pressures, continued softness in the lighting industry, and cost savings related tofrom the closure of the Kansas City manufacturing facility.New Windsor facility

 

Selling and administrative expenses of $13,984,000$11.5 million in the second quarter of fiscal 2018 increased $1.3 million or 9.9%three months ended March 31, 2020 remained relatively flat from the same period of fiscal 2017, primarily as the net result of acquiring Atlas. Our comparable selling and administrative expenses excluding Atlas decreased 16.2% in the second quarter of fiscal 2018 from the same period of fiscal 2017. The more notable quarter-over-quarter changes impacting the $1.3 million increase in selling and administrative expenses are increased employee compensation and benefits expense ($0.8 million), decreased commission expense ($1.1 million), and increased amortization expense ($0.6 million).2019.

 

The Lighting Segmentsecond quarter fiscal 2018 operating income of $5,275,000$1.1 million for the three months ended March 31, 2020 increased $1.5$0.4 million or 40.3% from operating income of $3,761,000$0.7 million in the same period of fiscal 2017. The $1.5 million increase in operating income was the net result of increased net sales, an increase in gross profit and gross profit as a percentage of sales, increased selling and administrative expenses,2019 primarily due to restructuring and plant closure costs and severance related to the closure of its New Windsor facility in fiscal 2017 with no comparable expenses in fiscal 2018.2019.

 

Page 27

 

Graphics Segment

(In thousands)

 

Three Months Ended

 

Graphics Segment

        
 

December 31

  

Three Months Ended

 
 

2017

  

2016

  

March 31

 

(In thousands)

 

2020

  

2019

 
                

Net Sales

 $23,131  $20,582  $21,997  $20,047 

Gross Profit

 $6,046  $4,918  $3,293  $3,018 

Operating Income

 $2,255  $1,174 

Operating Income (Loss)

 $4,015  $(898)

 

Graphics Segment net sales of $23,131,000$22.0 million in the second quarter of fiscal 2018three months ended March 31, 2020 increased $2.5$1.9 million or 12.4%10% from fiscal 2017 same period net sales of $20,582,000. Sales to the Retail and QSR markets increased$20.0 million in the second quarter ofsame period in fiscal 2018 compared the second quarter of fiscal 2017, followed by a modest2019. The increase in sales is from growth in sales to the Petroleum market.market vertical.

 

Gross profit of $6,046,000$3.3 million in the second quarter of fiscal 2018three months ended March 31, 2020 increased $1.1$0.3 million or 23.0%9% from the same period of fiscal 2017.2019. Gross profit as a percentage of segment net sales (customer plus inter-segment net sales) increasedfor the three months ended March 31, 2020 remained relatively flat from 23.1% in the second quartersame period of fiscal 2017 to 25.0% in the second quarter of fiscal 2018. The change in amount of gross profit is due to the net effect of increased net sales (customer plus inter-segment net sales), improved gross profit margin on shipping and handling sales, and decreased employee compensation and benefit expense ($0.1 million). The Company incurred $211,000 in the second quarter of fiscal 2017 related to the closure of its Woonsocket, Rhode Island facility with no comparable expense in fiscal 2018.2019.

 

Selling and administrative expenses, which showed a gain of $3,791,000($0.7) million in the second quarter of fiscal 2018 increased slightlythree months ended March 31, 2020, improved $4.6 million from fiscal 2017 selling and administrative expenses of $3,744,000. There were only modest increases and offsetting decreases in several cost categories.

The Graphics Segment second quarter fiscal 2018 operating income of $2,255,000 increased $1.1$3.9 million or 92.1% from operating income of $1,174,000 in the same period of fiscal 2017.2019. The $4.6 million improvement was primarily as a result of the $3.7 million pre-tax gain on the sale of the North Canton, Ohio facility in the third quarter of fiscal 2020. When the $3.7 million gain is removed from the third quarter of fiscal 2020 results, there was a $0.9 million or 23% decrease in selling and administrative expenses. The decrease in selling and administrative expenses was due to decreased wages and benefit expense due to lower headcount and a reduction in bad debt expense.

Page 26

Graphics Segment operating income of $4.0 million in the three months ended March 31, 2020 increased $4.9 million from operating loss of ($0.9) million in the same period of fiscal 2019. The increase of $1.1$4.9 million was primarily the net result of increased net sales, increased gross profit and increased gross profit margin asthe $3.7 million pre-tax gain on the sale of the North Canton, Ohio facility in the three months ended March 31, 2020. When all Non-GAAP items are removed from both fiscal years, Non-GAAP adjusted operating income for the three months ended March 31, 2020 was $1.0 million, or $1.9 million higher than Non-GAAP adjusted operating loss of ($0.9) million for the three months ended March 31, 2019 (refer to the Non-GAAP table below for a percentagereconciliation of Graphics Segment operating income (loss) to adjusted operating income). The increase is due to the increase in sales and a small increasedecrease in selling and administrative costs.expenses.

Reconciliation of Graphics Segment operating income (loss) to adjusted operating income (loss):

     
  

Three Months Ended

 
  

March 31

 

(In thousands)

 

2020

  

2019

 
         

Operating Income (Loss)

 $4,015  $(898)

Restructuring, plant closure (gain) costs and related inventory write-downs

  (3,044)  - 

Severance

  27   (9)

Adjusted operating income (loss)

 $998  $(907)

 

Corporate and Eliminations

 

 

March 31

 

(In thousands)

 

Three Months Ended

  

2020

  

2019

 
 

December 31

 
 2017  

2016

         

Gross Profit (Loss)

 $2  $(4) $12  $(12)

Operating (Loss)

 $(2,983) $(2,117) $(2,486) $(2,066)

 

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

 

Administrative expensesexpenses of $2,985,000$2.5 million in the second quarter of fiscal 2018three months ended March 31, 2020 increased $0.9$0.4 million or 41.0%22% from the same period of the prior year.fiscal 2019. The $0.9 million increase is primarily the result of increased employee compensationfilling key vacancies in selling and benefit expense ($1.1 million increase) partially offset by a reduction in the cost of outside services expense such as legal expenses ($0.2 million decrease). Most of the increase in employee compensation and benefit expense is the result of the reduction of incentive-based compensation in the second quarter of fiscal 2017 which was driven by the operating results of the Company. There was no similar reduction in incentive-based compensation in fiscal 2018.administration.

 

Consolidated Results

 

The CompanyWe reported $417,000$0.1 million net interest expense in the second quarter of fiscal 2018three months ended March 31, 2020 compared to $0.6 million net interest income of $20,000 in the second quarter of fiscal 2017. The change from interest income in fiscal 2017 to interest expense in the three months ended March 31, 2019. The decrease in interest expense from fiscal 20182019 to fiscal 2020 is the result of borrowing against the Company’slower levels of debt outstanding on our line of credit. Commitment feesWe also recorded other expense of $0.6 million in the three months ended March 31, 2020 compared to $0.2 million in the three months ended March 31, 2019, both of which are related to net foreign exchange currency transaction losses through our Mexican subsidiary. The increase in other expense for the unused portionthree months ended March 31, 2020 was due to the devaluation of the Company’s lineMexican Peso as a result of credit and interest income on invested cash are included in both fiscal years.market conditions surrounding the COVID-19 pandemic.

 

The $5,598,000We recorded less than $1,000 of income tax expense in the second quarter of fiscal 2018three months ended March 31, 2020 which was most notably impacteddriven by a $4.7 millionfavorable deferred tax asset adjustment related to a Net Operating Loss (NOL) carryback from the revaluationCARES Act. The $0.1 million income tax expense in the three months ended March 31, 2019 was the result of a cumulative change to our estimated annual tax rate driven by the expected gain on the sale of the Company’s deferred tax assets partially offsetNew Windsor, New York facility.

We reported net income of $1.9 million in the three months ended March 31, 2020 compared to net loss of ($3.2) million in the same period of fiscal 2019. The improvement in the net loss in the three months ended March 31, 2019 to net income in the three months ended March 31, 2020 is mostly driven by a favorable taxthe pre-tax gain of $3.7 million on the sale of the North Canton, Ohio facility. When the impact relatedof all Non-GAAP items is removed from both fiscal years, Non-GAAP adjusted net loss was ($1.1) million for the three months ended March 31, 2020 compared to adjusted net loss of ($2.2) million for the three months ended March 31, 2019 (Refer to the re-alignmentNon-GAAP tables above). The increase in Non-GAAP adjusted net income is primarily the net result of the Company’s taxan improved gross profit margin, decreased interest expense, toand a lower effective tax rate, both related to the recently enacted “Tax Cut and Jobs Act” (“TCJA”) legislation. The $832,000 income tax expense in the second quarter of fiscal 2017 represents a consolidated effective tax rate of 29.3%. This is the net result of an income tax rate of 30.8% influencedpartially offset by certain permanent book-tax differences and by a benefit related to uncertain income tax positions.

Page 28

The Company reported a net loss of $(1,468,000) in the second quarter of fiscal 2018 as compared to net income of $2,006,000 in the same period of the prior year. The change between net income in fiscal 2017 to a net loss in fiscal 2018 is mostly driven by the $4.7 million charge in fiscal 2018 related to the re-valuation of the Company’s deferred tax assets. Also contributing to the quarter-over-quarter net change in net income are increaseddecreased net sales increased gross profit and an improvement of gross profit as a percentage of sales, increased selling and administrative expenses, and restructuring and plant closure costs in fiscal 2017 with no comparable costs in fiscal 2018.higher foreign exchange currency transaction losses. Diluted lossearnings per share of $(0.06)$0.07 was reported in the second quarter of fiscal 2018three months ended March 31, 2020 as compared to $0.08($0.12) diluted earningsloss per share in the same period of fiscal 2017.2019. The weighted average common shares outstanding for purposes of computing diluted earnings (loss) per share in the second quarter of fiscal 2018three months ended March 31, 2020 were 25,858,00026,301,000 shares as compared to 25,803,00026,132,000 shares in the same period last year.

 

Page 27

SIX

NINE MONTHS ENDED DECEMBERMARCH 31, 20172020 COMPARED TO SIXNINE MONTHS ENDED DECEMBERMARCH 31, 20162019

 

Lighting Segment           

(In thousands)

 

Six Months Ended

 
 

December 31

  

Nine Months Ended

 
 

2017

  

2016

  

March 31

 

(In thousands)

 

2020

  

2019

 
                

Net Sales

 $137,602  $130,341  $165,640  $177,871 

Gross Profit

 $37,932  $32,383  $45,357  $42,548 

Operating (Loss) Income

 $(17,655

)

 $6,852 

Operating Income (Loss)

 $13,411  $(13,911)

 

Lighting Segment net sales of $137,602,000$165.6 million in the first half of fiscal 2018 increased 5.5%nine months ended March 31, 2020 decreased 7% from fiscal 2017 same period net sales of $130,341,000. Comparable fiscal 2018 net sales excluding net sales from Atlas decreased by $17.7 million or 13.6% from fiscal 2017 second quarter sales. The Lighting Segment’s net sales of light fixtures having solid-state LED technology totaled $110.7$177.9 million in the first half ofsame period in fiscal 2018, representing a $21.4 million or 24.0% increase from fiscal 2017 first half net sales of solid-state LED light fixtures of $89.3 million. Light fixtures having solid-state LED technology represent 88.3% of total lighting product net sales in the first half of fiscal 2018 compared to 75.2% of total lighting product net sales in the first half of fiscal 2017. Total lighting product net sales excludes sales related to installation and shipping and handling. There was a2019. The reduction in sales is attributed to the Company’s traditional lightingcontinued transition toward a less commoditized, higher-value sales (metal halidemix and fluorescent light sources) from fiscal 2017 to fiscal 2018 as customers continue to convert from traditional lighting to light fixtures having solid-state LED technology.the softness in select vertical markets.

 

Gross profit of $37,932,000$45.4 million in the first half of fiscal 2018nine months ended March 31, 2020 increased $5.5$2.8 million or 17.1%7% from the same period of fiscal 2017,2019 and increased from 24.6%23.7% to 27.2%27.0% as a percentage of Lighting Segment net sales (customer plus inter-segment net sales). The Company incurred restructuring and plant closure costs that were recorded in cost of sales related to the closure of the Kansas City, Kansas manufacturing facility and the Beaverton, Oregon facility of $932,000 and plant closure costs related to an inventory write-down of $400,000 as the Company exited the manufacturing of fluorescent lighting fixtures with no comparable costs in fiscal 2018. The remaining increase in amount of gross profit is due to the net effect of improved product mix, net sales from Atlas for which there were no comparable sales in fiscal 2017, manufacturing efficiencies as a result of the Company’s lean initiatives, continued inflationary pressures in certain commodities, competitive pricing pressures, continued softness in the lighting industry, and cost savings related to the closure of the Kansas City and Beaverton facilities.

Selling and administrative expenses of $27,587,000in the first half of fiscal 2018 excluding the $28 million goodwill impairment charge, increased $2.1 million or 8.1% from the same period of fiscal 2017 primarily as the net result of acquiring Atlas. Our comparable selling and administrative expenses excluding Atlas decreased 17.5% in the first half of fiscal 2018 from the same period of fiscal 2017. The more notable year-over-year changes impacting the $2.1 million increase in selling and administrative expenses are increased employee compensation and benefits expense ($1.3 million), increased research and development expense ($0.2 million), decreased commission expense ($1.6 million), and increased amortization expense ($1.2 million). The Company recorded a $28 million goodwill impairment charge in fiscal 2018 with no comparable expense in fiscal 2017. The Company will perform an impairment analysis in the third quarter of fiscal 2018 in conjunction with its annual impairment test.          

The Lighting Segment first half fiscal 2018 operating loss of $(17,655,000) represents a $24,507,000 change from operating income of $6,852,000 in the same period of fiscal 2017 primarily due to a $28 million pre-tax goodwill impairment charge. The year-over-year change was also the net result of increased net sales, an increasegrowth in gross profit and gross profit as a percentage of sales increasedis due to continued favorable price/mix. Also contributing to the period-over-period improvement in gross profit are the cost savings from the closure of the New Windsor facility.

Selling and administrative expenses of $31.9 millionin the nine months ended March 31, 2020 decreased $24.5 million from selling and administrative expenses and plant closure costsof $56.5 million in the same period in fiscal 20172019, primarily due to the $4.8 million pre-tax gain on the sale of the New Windsor, New York facility in fiscal 2020 and the $20.2 million pre-tax goodwill impairment charge in fiscal 2019. When the $4.8 million gain is removed from fiscal 2020 results and the goodwill impairment charge is removed from fiscal 2019 results, there was a $0.5 million or 1% increase in selling and administrative expenses. The increase in selling and administrative expenses is mostly driven by a one-time adjustment to a Company benefit plan in fiscal 2019 with no comparable expensesevent in fiscal 2018.2020 partially offset by lower commission expense in fiscal 2020 which is the result of lower sales volume.

Lighting Segment operating income of $13.4 million in the nine months ended March 31, 2020 increased $27.3 million from an operating loss of ($13.9) million in the same period of fiscal 2019 primarily due to the $4.8 million pre-tax gain on the sale of the New Windsor, New York facility in fiscal 2020 and a $20.2 million pre-tax goodwill impairment charge in fiscal 2019. When all Non-GAAP items are removed from both fiscal years, fiscal 2020 Non-GAAP adjusted operating income of $8.8 million was $0.3 million higher than fiscal 2019 Non-GAAP adjusted operating income of $8.5 million (refer to the Non-GAAP table below for a reconciliation of Lighting Segment operating income (loss) to adjusted operating income). The increase in Non-GAAP adjusted operating income is due to higher gross profit and improved gross profit as a percentage of sales partially offset by a decrease in sales volume and higher selling and administrative expenses.

Reconciliation of Lighting Segment operating income (loss) to adjusted operating income:

     
  

Nine Months Ended

 
  

March 31

 

(In thousands)

 

2020

  

2019

 
         

Operating Income (Loss)

 $13,411  $(13,911)

Restructuring and plant closure (gain) costs

  (4,674)  1,991 

Severance

  18   237 

Goodwill impairment

  -   20,165 

Adjusted operating income

 $8,755  $8,482 

 

Page 2928

 

Graphics Segment           

(In thousands)

 

Six Months Ended

 
 

December 31

  

Nine Months Ended

 
 

2017

  

2016

  

March 31

 

(In thousands)

 

2020

  

2019

 
                

Net Sales

 $42,169  $39,476  $76,448  $69,459 

Gross Profit

 $11,109  $9,358  $12,384  $13,727 

Operating Income

 $3,731  $2,191  $6,394  $2,350 

 

Graphics Segment net sales of $42,169,000$76.4 million in the first half of fiscal 2018nine months ended March 31, 2020 increased $2.7$7.0 million or 6.8% from fiscal 2017 same period10% net sales of $39,476,000. Sales to the Retail and QSR markets increased$69.5 million in the first halfsame period of fiscal 2018 compared to fiscal 2017 which more than offset a decline in sales to2019. Growth was realized across the Petroleum market over the same period.petroleum and digital signage product applications.

 

Gross profit of $11,109,000$12.4 million in the first half of fiscal 2018 increased $1.8nine months ended March 31, 2020 decreased $1.3 million or 18.7%10% from the same period of fiscal 2017.2019. Gross profit as a percentage of segment net sales (customer plus inter-segment net sales) increaseddecreased from 23.2%19.7% in the first half of fiscal 2017nine months ended March 31, 2019 to 25.7%16.1% in the first half of fiscal 2018.nine months ended March 31, 2020. The changedecrease in amount of gross profit is due to the net effect of increased net sales (customer plus inter-segment net sales), an improvement offset by a change in customer program mix. Graphics gross margin was unfavorably impacted by several factors including: new and early stage petroleum products and start-up costs associated therewith, alignment of manufacturing resources required to support the gross profit margin of installationtransition from print to digital in certain market applications, and shipping and handling sales, and decreased employee compensation anda one-time adjustment to a Company benefit expense ($0.5 million). The Company incurred $211,000plan in the first half of fiscal 2017 related to the closure of its Woonsocket, Rhode Island facility2019 with no comparable expenseevent in fiscal 2018.2020.

 

Selling and administrative expenses of $7,378,000$6.0 million in the first halfnine months ended March 31, 2020 decreased $5.4 million or 47% from the same period of fiscal 2018 increased 2.9%2019 primarily as a result of the $3.7 million pre-tax gain on the sale of the North Canton, Ohio facility in the third quarter of fiscal 2020. When the $3.7 million gain is removed from the third quarter of fiscal 2020 results, there was a $1.6 million or $0.2 million from fiscal 201714% decrease in selling and administrative expenses. The decrease in selling and administrative expenses of $7,167,000. There were only modest increaseswas due to decreased wages and offsetting decreasesbenefit expense due to lower headcount and a reduction in several cost categories.bad debt expense.

 

The Graphics Segmentfirst half fiscal 2018 operating income of $3,731,000$6.4 million in the nine months ended March 31, 2020 increased $1.5$4.0 million or 70.3% from operating income of $2,191,000$2.4 million in the same period of fiscal 2017.2019. The increase of $1.5$4.0 million was primarily the net result of increased net sales, increased gross profit and increased gross profit margin as a percentagethe $3.7 million pre-tax gain on the sale of sales, and a small increase in selling and administrative costs.the North Canton, Ohio facility.

 

Corporate and Eliminations           

(In thousands)

 

Six Months Ended

 
 

December 31

  

Nine Months Ended

 
 

2017

  

2016

  

March 31

 

(In thousands)

 

2020

  

2019

 
                

Gross Profit (Loss)

 $(31

)

 $501  $20  $(21)

Operating (Loss)

 $(6,343

)

 $(5,159

)

 $(8,575) $(8,049)

 

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

 

Administrative expensesexpenses of $6,312,000$8.6 million in the first half of fiscal 2018nine months ended March 31, 2020 increased $0.7$0.6 million or 11.5% from the same period of the prior year.fiscal 2019. The $0.7 million increase is primarily the result of increased employee compensationfilling key vacancies in selling and benefit expense ($0.5 million increase) and by a net increase in other cost categories. Most of the increase in employee compensation and benefit expense is the result of the reduction of incentive-based compensation in the second quarter of fiscal 2017 which is driven by the operating results of the Company. There was no similar reduction in incentive-based compensation in fiscal 2018. Also contributing to the net change in administrative expenses are restructuring costs of $0.1 million recorded in fiscal 2017 related to the consolidation of its Beaverton, Oregon facility into other LSI facilities, with no comparable costs in fiscal 2018.administration.

 

Consolidated Results

The Company

We reported $820,000$0.8 million net interest expense in the first half of fiscal 2018nine months ended March 31, 2020 compared to $1.7 million net interest income of $34,000 in the first half of fiscal 2017. The change from interest income in fiscal 2017 to interest expense in the nine months ended March 31, 2019. The decrease in interest expense from fiscal 20182019 to fiscal 2020 is primarily the result of borrowingreduced borrowings against the Company’sour line of credit. Commitment feesWe also recorded other expense of $0.6 million in the nine months ended March 31, 2020 compared $0.2 million in the nine months ended March 31, 2019, both of which are related to net foreign exchange currency transaction losses through our Mexican subsidiary. The increase in other expense for the unused portionthree months ended March 31, 2020 was due to the devaluation of the Company’s lineMexican Peso as a result of credit and interest income on invested cash are included in both fiscal years.market conditions surrounding the COVID-19 pandemic.

 

Page 3029

 

The $3,990,000 tax benefit in the first half of fiscal 2018 represents a consolidated overall tax rate of 135.6%. This is a result of an effective tax rate of 58.2% influenced most notably by the first quarter goodwill impairment, and by a $4.7$1.7 million tax adjustment related to the revaluation of the Company’s deferred tax assets partially offset by a favorable tax impact related to the re-alignment of the Company’s tax expense to a lower effective tax rate, both related to the recently enacted TCJA legislation. The $1,083,000 income tax expense in the first half of fiscal 2017nine months ended March 31, 2020 represents a consolidated effective tax rate of 18.9%17.6%. ThisThe effective tax rate is mostly driven by the following: 1) a discrete item related to stock-based compensation expense; 2) a deferred tax asset adjustment related to a NOL carryback from the CARES Act, and; 3) the utilization of a capital loss carryforward related to the capital gain on the sale of the North Canton, Ohio facility. The $4.3 million income tax benefit in the nine months ended March 31, 2019 represents a consolidated effective tax rate of 20.0%, which is inclusive of a cumulative change to the estimated annual tax rate mostly due to the tax treated related to the fourth quarter of fiscal 2019 sale of the New Windsor, New York facility. Also impacting the consolidated tax benefit in the first nine months of fiscal 2019 is the second quarter goodwill impairment charge.

We reported net income of $8.1 million in the nine months ended March 31, 2020 compared to net loss of ($17.2) million in the same period of fiscal 2019. The change from the net loss in the nine months ended March 31, 2019 to the net income in the nine months ended March 31, 2020 is driven by the $3.7 million pre-tax gain on the sale of the North Canton, Ohio facility and the $4.8 million pre-tax gain on the sale of the New Windsor, New York facility in fiscal 2020 and the $20.2 million pre-tax goodwill impairment charge in fiscal 2019. When the impact of all Non-GAAP items is removed from both fiscal years, the fiscal 2020 Non-GAAP adjusted net income of $1.5 million increased $0.6 million from fiscal 2019 adjusted net income of $0.9 million (Refer to the Non-GAAP tables above). The increase in Non-GAAP adjusted net income is primarily the net result of an incomeimproved gross profit margin, decreased interest expense, and a lower effective tax rate, of 28.9% influencedpartially offset by certain permanent book-tax differences, by a benefit related to uncertain income tax positions, and by a favorable adjustment to a deferred tax asset.

The Company reported a net loss of $(17,097,000) in the first half of fiscal 2018 as compared to net income of $2,835,000 in the same period of the prior year. The change between net income in fiscal 2017 to a net loss in fiscal 2018 is mostly driven by the $4.7 million charge in fiscal 2018 related to the re-valuation of the Company’s deferred tax assets and by the first quarter goodwill impairment. Also contributing to the quarter-over-quarter net change in net income are increaseddecreased net sales increased gross profit and an improvement of gross profit as a percentage of sales, increased selling and administrative expenses, and restructuring and plant closure costs in fiscal 2017 with no comparable costs in fiscal 2018.higher foreign exchange currency transaction losses. Diluted lossearnings per share of $(0.66)$0.31 was reported in the first half of fiscal 2018nine months ended March 31, 2020 as compared to $0.11($0.66) diluted earningsloss per share in the same period of fiscal 2017.2019. The weighted average common shares outstanding for purposes of computing diluted earnings per share in the first half of fiscal 2018nine months ended March 31, 2020 were 25,824,00026,423,000 shares as compared to 25,859,00026,083,000 shares in the same period last year.of fiscal 2019.

 

Liquidity and Capital Resources 

 

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

 

At DecemberMarch 31, 2017, the Company2020, we had working capital of $72.8$56.4 million, compared to $61.7$71.1 million at June 30, 2017.2019. The ratio of current assets to current liabilities was 2.712.45 to 1 as compared to a ratio of 2.362.78 to 1 at June 30, 2017.2019. The $11.1balance sheet at June 30, 2019 included an asset held for sale of $7.5 million increasewhich was sold in the first quarter of fiscal 2020. When June 30, 2019 current assets are revised to exclude the asset held for sale, adjusted working capital, a Non-GAAP financial measure, and the ratio of current assets to current liability are $63.6 million and 2.59 to 1, respectively, as of June 30, 2019. The $7.2 million decrease in working capital from June 30, 20172019 to DecemberMarch 31, 2017 was2020 (as adjusted and excludes held for sale assets) is primarily driven by an increase in net accounts receivable ($10.9 million). The other offsetting changes to working capital are as follow: decreased net inventories ($1.3 million); a reduction in the asset held for sale ($1.5 million); a$8.8 million decrease in accounts payable ($2.6 million);receivable, a $1.1 million decrease in accrued expense and ana $0.9 million increase in accrued expenses ($0.4 million). The Company has a strategy of aggressively managing working capital, including reduction of the accounts receivable days sales outstanding (“DSO”) and reduction of inventory levels, without reducing service to its customers.refundable income taxes.

 

The Company used $0.8We generated $17.1 million of cash from operating activities in the first half of fiscal 2018nine months ended March 31, 2020 as compared to a source of cash of $4.6$6.4 million in the same period of the prior year.fiscal 2019. This $5.4$10.7 million decreaseincrease in net cash flows from operating activities is primarily the net result of a larger increase inour improved earnings as well as our ongoing strategy to aggressively manage our working capital which includes the reduction of accounts receivable (unfavorable change of $8.2 million)days sales outstanding (DSO), a larger decrease in accounts payable (unfavorable change of $2.4 million), a decrease rather than an increase in customer prepayments (unfavorable change of $0.4 million), a smaller decrease in netincreasing inventory (unfavorable change of $0.7 million), a smaller decrease in accrued expensesturns while simultaneously reducing inventory levels, and other (favorable change of $1.9 million), a decrease in refundable income taxes (favorable change of $0.8 million), and a change from net income in fiscal 2017effectively managing our supply chain which includes partnering with our suppliers to a net loss in fiscal 2018 more than offset by an increase in non-cash items (favorable change of $3.7 million).find the appropriate service level while effectively managing payment terms.

 

Net accounts receivable were $59.7$46.0 million and $48.9$54.7 million at DecemberMarch 31, 20172020 and June 30, 2017,2019, respectively. DSO increaseddecreased to 5659 days at DecemberMarch 31, 20172020 from 5263 days at June 30, 2017. The Company believes2019. We believe that itsour receivables are ultimately collectible or recoverable, net of certain reserves, and that aggregate allowances for doubtful accounts are adequate.

 

Net inventories of $48.7$43.6 million at DecemberMarch 31, 2017 decreased $1.42020 increased $0.1 million from $50.0$43.5 million at June 30, 2017.2019. The decrease of $1.4$0.1 million is the result of a decrease in gross inventory of $1.0$0.9 million and an increasea decrease in obsolescence reserves of $0.4$1.0 million. Based on a strategy of balancing inventory reductions with customer service and the timing of shipments, net inventory increases occurredincreased $1.7 million in the first halfnine months of fiscal 20182020 in the GraphicsLighting Segment of approximately $0.9 million which was more thanpartially offset by a decrease in net inventory in the Graphics Segment of $1.6 million. We increased inventory in the Lighting Segment of $2.2 million.in anticipation for higher demand during the coming summer months.

 

Cash generated from operations and borrowing capacity under the Company’sour line of credit is the Company’sour primary source of liquidity. The Company hasWe have a secured $100$75 million revolving line of credit with itsour bank, with $56.8$63.7 million of the credit line available as of January 25, 2018.April 17, 2020. This line of credit is a $100$75 million five yearfive-year credit line expiring in the third quarter of fiscal 2022. The Company believesWe are in compliance with all of our loan covenants. We believe that its $100our $75 million line of credit plus cash flows from operating activities are adequate for the Company’s fiscal 2018calendar year 2020 operational and capital expenditure needs. The Company is in compliance with allHowever, as the impact of its loan covenants.COVID-19 on the economy and our operations evolves, we will continue to assess our liquidity needs.

 

Page 3130

 

The Company generatedWe had a source of cash of $0.3$18.5 million related to investing activities in the half of fiscal 2018nine months ended March 31, 2020 as compared to a use of $2.7$2.3 million in the same period from the prior year,of fiscal 2019, resulting in a favorable change of $3.1$20.8 million. Capital expenditures fordecreased from $2.3 million in the first half of fiscal 2018 decreased $1.6nine months ended March 31, 2019 to $1.5 million to $1.2 million fromin the same period in fiscal 2017. The Companynine months ended March 31, 2020. We sold its Woonsocketour New Windsor, New York manufacturing facility for $1.5$12.3 million in the first quarter of fiscal 2020 and our North Canton, Ohio facility for $7.7 million in the third quarter of fiscal 2020, which contributedwere the primary contributing factors to the changeincrease in cash flow from investing activities from fiscal 20172019 to fiscal 2018.2020.

 

The Company generated $0.6We used $35.5 million of cash related to financing activities in the first half of fiscal 2018nine months ended March 31, 2020 compared to a use of cash of $2.7$5.5 million in the first half of fiscal 2017.nine months ended March 31, 2019. The $3.3$30.0 million favorable change in cash flow was primarily the net result of borrowingspayments of long-term debt in excess of payments of long term debt of $2.5 million, and a decrease in the purchase of treasury shares coupled with an increase in the distribution of treasury shares (favorable change of $0.7 million).borrowings which was primarily driven by cash flow from operations.

 

The Company has, or couldWe have on itsour balance sheet financial instruments consisting primarily of cash and cash equivalents, short-term investments, revolving lines of credit, and long-term debt. The fair value of these financial instruments approximates carrying value because of their short-term maturity and/or variable, market-driven interest rates.

 

Off-Balance Sheet Arrangements

 

The Company hasWe have no financial instruments with off-balance sheet risk and hashave no off-balance sheet arrangements, except for various operating leases.arrangements.

 

Cash Dividends

 

In January 2018,April 2020, the Board of Directors declared a regular quarterly cash dividend of $0.05 per share payable February 13, 2018May 12, 2020 to shareholders of record as of February 5, 2018.May 4, 2020. The indicated annual cash dividend rate for fiscal 20182020 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

 

The Company is required to make estimates and judgments in the preparationA summary of its financial statements that affect the reported amounts of assets, liabilities, revenues and expenses, and related footnote disclosures.  The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities.  The Company continually reviews these estimates and their underlying assumptions to ensure they remain appropriate.  The Company believes the items discussed below are among its mostour significant accounting policies because they utilize estimates about the effect of matters that are inherently uncertain and therefore are based on management’s judgment.  Significant changesis included in the estimates or assumptions related to any of the following critical accounting policies could possibly have a material impact on the financial statements.

Revenue Recognition

Revenue is recognized when title to goods and risk of loss have passedNote 1 to the customer, there is persuasive evidence of a purchase arrangement, delivery has occurred or services have been rendered, and collectability is reasonably assured. Sales are recorded net of estimated returns, rebates and discounts.  Amounts received from customers prior to the recognition of revenue are accounted for as customer pre-payments and are included in accrued expenses.

The Company has multiple sources of revenue:  revenue from product sales; revenue from installation of products; service revenue generated from providing integrated design, project and construction management, site engineering and site permitting, and commissioning of lighting controls; revenue from the management of media content and digital hardware related to active digital signage; and revenue from shipping and handling.

Product revenue is recognized on product-only orders upon passing of title and risk of loss, generally at time of shipment. In certain arrangements with customers, as is the case with the sale of some of our solid-state LED video screens, revenue is recognized upon customer acceptance of the video screen at the job site. Product revenue related to orders where the customer requires the Company to install the product is recognized when the product is installed.  The company provides product warranties and certain post-shipment service, support and maintenance of certain solid-state LED video screens and billboards.

Page 32

Installation revenue is recognized when the products have been fully installed.  The Company is not always responsible for installation of products it sells and has no post-installation responsibilities, other than normal warranties.

Service revenue from integrated design, project and construction management, and site permitting is recognized when all products at a customer site have been installed.

Revenue from the management of media content and digital hardware related to active digital signage is recognized evenly over the service period with the customer. Media content service periods with most customers range from 1 month to 1 year.

Shipping and handling revenue coincides with the recognition of revenue from the sale of the product.

In situations where the Company is responsible for re-imaging programs with multiple sites, each site is viewed as a separate unit of accounting and has stand-alone value to the customer. Revenue is recognized upon the Company’s complete performance at the location, which may include a site survey, graphics products, lighting products, and installation of products. The selling price assigned to each site is based upon an agreed upon price between the Company and its customer and reflects the estimated selling price for that site relative to the selling price for sites with similar image requirements.

The Company also evaluates the appropriateness of revenue recognition in accordance with the accounting standard on software revenue recognition. Our solid-state LED video screens, billboards and active digital signage contain software elements which the Company has determined are incidental.

Income Taxes

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 and liabilities 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. The Company has adopted ASU 2015-17, “Balance Sheet Classification of Deferred Taxes.” As a result of early adoption of this accounting guidance, prior periods have been re-classified, which only affected the financial statement presentation and not the measurement of deferred tax liabilities and assets.

The Company operates in multiple taxing jurisdictions and is subject to audit in these jurisdictions.  The Internal Revenue Service and other tax authorities routinely review the Company’s tax returns.  These audits can involve complex issues which may require an extended period of time to resolve.  In management’s opinion, adequate provision has been made for potential adjustments arising from these audits.

The Company is recording estimated interest and penalties related to potential underpayment of income taxes as a component of tax expense in the Condensed Consolidated Statements of Operations.  The reserve for uncertain tax positions is not expected to change significantly in the next twelve months.

The Tax Cuts and Jobs Act was signed into law on December 22nd, 2017 and makes numerous changes to the Internal Revenue Code. Among other changes, the Act reduces the US corporate income tax rate to 21% effective January 1, 2018. Because the Act became effective mid-way through the Company’s tax year, the Company will have a US statutory income tax rate of 27.7% for the fiscal 2018, and will have a 21% US statutory income tax rate for fiscal years thereafter. During the quarter ended December 31, 2017, the Company re-valued the deferred tax balances because of the change in US tax rate resulting in a one-time deferred tax expense of $4,676,578.

Asset Impairment

Carrying values of goodwill and other intangible assets with indefinite lives are reviewed at least annually for possible impairment in accordance with the accounting guidance on goodwill and intangible assets. The Company may first assess qualitative factors in order to determine if goodwill is impaired. If through the qualitative assessment it is determined that it is more likely than not that goodwill is not impaired, no further testing is required. If it is determined that it is more likely than not that goodwill is impaired, or if the Company elects not to first assess qualitative factors, the Company’s impairment testing continues at the reporting unit level with the estimation of the fair value of goodwill and indefinite-lived intangible assets using a combination of a market approach and an income (discounted cash flow) approach. The estimation of the fair value of goodwill and indefinite-lived intangible assets 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 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, a sustained drop in the Company’s stock price, economic factors and technological change or competitive activities may signal that an asset has become impaired.  

Page 33

      Carrying values for long-lived tangible assets and definite-lived intangible assets, excluding goodwill and indefinite-lived intangible assets, are reviewed for possible impairment as circumstances warrant. Impairment reviews are conducted at the judgment of Company management when it believes that a change in circumstances in the business or external factors warrants a review.  Circumstances such as the discontinuation of a product or product line, a sudden or consistent decline in the forecast for a product, changes in technology or in the way an asset is being used, a history of negative operating cash flow, or an adverse change in legal factors or in the business climate, among others, may trigger an impairment review.  The Company’s initial impairment review to determine if a potential impairment charge is required is based on an undiscounted cash flow analysis at the lowest level for which identifiable cash flows exist.  The analysis requires judgment with respect to changes in technology, the continued success of product lines and future volume, revenue and expense growth rates, and discount rates.

Credit and Collections

The Company maintains allowances for doubtful accounts receivable 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 doubtful accounts by first considering all known collectability problems of customers’ accounts, and then applying certain percentages against the various aging categories based on the due date of the remaining receivables.  The resulting allowance for doubtful accounts receivable is an estimate based upon the Company’s knowledge of its business and customer base, and historical trends.  The amount ultimately not collected may differ from the reserve established, particularly in the case where percentages are applied against aging categories.  In all cases, it is management’s goal to carry a reserve against the Company’s accounts receivable which is adequate based upon the information available at that time so that net accounts receivable is properly stated. The Company also establishes allowances, at the time revenue is recognized, for returns and allowances, discounts, pricing and other possible customer deductions.  These allowances are based upon contractual terms and historical trends.

Warranty Reserves

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 ten 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 amounts as necessary.

Inventory Reserves

The Company maintains an inventory reserve for probable obsolete and excess inventory. 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. The Company uses various tools, in addition to inventory turns, to identify which inventory items have the potential to become obsolete. A combination of financial modeling and qualitative input factors are 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.  Management values inventory at lower of cost or market.

The Company is required to make estimates and judgments in the preparation of itsaudited consolidated financial statements that affect the reported amounts of assets, liabilities, revenues and expenses, and related footnote disclosures.  The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities.  The Company continually reviews these estimates and their underlying assumptions to ensure they remain appropriate.  The Company believes the items discussed below are among its most significant accounting policies because they utilize estimates about the effect of matters that are inherently uncertain and therefore are based on management’s judgment.  Significant changes in the estimates or assumptions related to any of the following critical accounting policies could possibly have a material impact on the financial statements.

Page 34

New Accounting Pronouncements

In June 2014, the Financial Accounting Standards Board issued ASU 2014-09, “Revenue from Contracts with Customers.” This amended guidance supersedes and replaces all existing U.S. GAAP revenue recognition guidance. The guidance established a new revenue recognition model, changes the basis for deciding when revenue is recognized, provides new and more detailed guidance on specific revenue topics, and expands and improves disclosures about revenue. In April 2016, the FASB issued ASU 2016-10, “Revenue from Contracts with Customers: Identifying Performance Obligations and Licensing.” In May 2016, the FASB issued ASU 2016-12, “Revenue from Contracts with Customers: Narrow Scope Improvements and Practical Expedients.” In December 2016, the FASB issued ASU 2016-20, “Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers.” These three standards clarify or improve guidance from ASU 2014-09 and are effective for fiscal and interim periods within those years, beginning after December 15, 2017, or the Company’s fiscal 2019. The Company will adopt these standards no later than July 1, 2018, using the modified retrospective transition method. The Company is reviewing accounting policies and evaluating disclosures in the financial statements related to the new standard. The Company is also assessing potential changes to the business processes, internal controls, and information systems related to the adoption of the new standard. While the Company is currently assessing the impact of the new standard, the Company’s revenue is primarily generated from the sale of finished products to customers. Those sales predominantly contain a single delivery element and revenue is recognized at a single point in time when ownership, risks, and rewards transfer. The recognition of revenue from most product sales is largely unaffected by the new standard. However, with respect to certain product sales requiring installation, revenue is currently not recognized until the installation is complete. While the Company does not expect this new guidance to have a material impact on the amount of overall sales recognized, the timing of recognition of revenues from sales on certain projects may be affected. Our initial conclusions may change as we finalize our assessment and select a transition method during the next six months.

In July 2015, the Financial Accounting Standards Board issued ASU 2015-11, “Simplifying the Measurement of Inventory.” The amended guidance requires an entity to measure in scope inventory at lower of cost and net realizable value. The amended guidance is effective for fiscal years beginning after December 15, 2016, or the Company’s fiscal 2018. We adopted the new accounting standard in the first quarter of fiscal 2018 and there was no material impact on the Company’s consolidated financial statements.

In February 2016, the Financial Accounting Standards Board issued ASU 2016-02, “Leases.” The amended guidance requires an entity to recognize assets and liabilities that arise from leases. The amended guidance is effective for financial statements issued for fiscal and interim periods within those years, beginning after December 15, 2018, or the Company’s fiscal 2020, with early adoption permitted. The Company has not yet determined the impact the amended guidance will have on its financial statements.  

In March 2016, the Financial Accounting Standards Board issued ASU 2016-08, “Principal versus Agent Considerations.” The amendment is intended to improve the operability and understandability of the implementation guidance on principal versus agent considerations. The amended guidance is effective for financial statements issued for fiscal and interim periods within those years, beginning after December 15, 2017, or the Company’s fiscal 2019 with early adoption permitted in fiscal years beginning after December 15, 2016. The Company has determined the amended guidance will have an immaterial impactAnnual Report on its financial statements.

In March 2016, the Financial Accounting Standards Board issued ASU 2016-09, “Improvements to Employee Share-Based Payment Accounting.” This amended guidance simplifies several aspects of the accounting for share-based payment award transactions. The amended guidance is effective for financial statements issued for fiscal and interim periods within those years, beginning after December 15, 2016, or the Company’s fiscal 2018. We adopted this standard on July 1, 2017 and recognized excess tax benefits of $81,010 in income tax expense during the three months ended September 30, 2017. The amount may not necessarily be indicative of future amounts that may be recognized as any excess tax benefits recognized would be dependent on future stock price, employee exercise behavior and applicable tax rates. Prior to July 1, 2017, excess tax benefits were recognized in additional paid-in capital. Additionally, excess tax benefits are now included in net cash flows provided by operating activities rather than net cash flows provided by financing activities in the Company’s Consolidated Statement of Cash Flows. The treatment of forfeitures has not changed, as the Company is electing to continue the current process of estimating forfeiture at the time of grant. The Company had no unrecognized excess tax benefits from prior periods to record upon the adoption of this ASU. Form 10-K.

 

Page 3531

In June 2016, the Financial Accounting Standards Board issued ASU 2016-13, “Measurement of Credit Losses on Financial Instruments.” This amendment provides additional guidance on the measurement of expected credit losses for financial assets based on historical experience, current conditions, and supportable forecasts. The amended guidance is effective for financial statements issued for fiscal and interim periods within those years, beginning after December 15, 2019, or the Company’s fiscal 2021. The Company is evaluating the impact of the amended guidance and the anticipated impact to the financial statements is not material.

In August 2016, the Financial Accounting Standards Board issued ASU 2016-15, “Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments,” which provides cash flow classification guidance for certain cash receipts and cash payments. This standard is effective for financial statements issued for fiscal years beginning after December 15, 2017, or the Company’s fiscal 2019. The Company is evaluating the impact the amended guidance will have on its financial statements.

 

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

ThereExcept for the broad effects of the COVID-19 pandemic as a result of its negative impact on the global economy and major financial markets, there have been no material changes in the Company’sour exposure to market risk since June 30, 2017.2019. Additional information can be found in Item 7A, Quantitative and Qualitative Disclosures About Market Risk, which appears on page 13 of the Annual Report on Form 10-K for the fiscal year ended June 30, 2017.2019.

 

 

ITEM 4.  CONTROLS AND PROCEDURES

 

Disclosure Controls and Procedures

 

The Company maintainsWe maintain disclosure controls and procedures (as such term is defined Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), that are designed to ensure that information required to be disclosed by a company in the reports that it files under the Exchange Act is recorded, processed, summarized and reported within required time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

 

We conducted, under the supervision of our management, including the Chief Executive Officer and Chief Financial Officer, an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934. Based upon our evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of DecemberMarch 31, 2017,2020, our disclosure controls and procedures were effective. Management believes that the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q are fairly presented in all material respects in accordance with GAAP for interim financial statements, and the Company’s Chief Executive Officer and Chief Financial Officer have certified that, based on their knowledge, the condensed consolidated financial statements included in this report fairly present in all material respects the Company’s financial condition, results of operations and cash flows for each of the periods presented in this report.

 

The Company acquired Atlas Lighting Products, Inc. (“Atlas”) on February 21, 2017. Management excluded Atlas from its evaluation of the effectiveness of the internal control over financial reporting as of December 31, 2017. Atlas represented 31% of the Company’s total consolidated assets as of December 31, 2017, and 14% of the Company’s total consolidated sales for the fiscal year ended December 31, 2017.

Changes in Internal Control

 

During the nine months ended March 31, 2020, we enacted additional controls related to the adoption of ASU 2016-02, “Leases.” There have been no changes in the Company’sour internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter ended DecemberMarch 31, 2017,2020, that have materially affected, or are reasonably likely to materially affect, the Company’sour internal control over financial reporting.

Page 32

PART II.  OTHER INFORMATION

 

PART II.  OTHER INFORMATIONITEM 1A.  RISK FACTORS

There have been no material changes from risk factors as previously disclosed in the Company’s fiscal 2019 Annual Report on Form 10-K in response to Item 1A to Part I of Form 10-K, except that we are adding the following risk factor discussion relating to the coronavirus (COVID-19) pandemic.

The COVID-19 pandemic could have a material adverse effect on our ability to operate, results of operations, financial condition, liquidity, and capital investments.

The World Health Organization has declared the COVID-19 outbreak a pandemic, and the virus continues to spread in areas where we operate and sell our products and services. The COVID-19 pandemic and similar issues in the future could have a material adverse effect on our ability to operate, results of operations, financial condition, liquidity, and capital investments. Several public health organizations have recommended, and many local governments have implemented, certain measures to slow and limit the transmission of the virus, including shelter in place and social distancing ordinances. Such preventive measures, or others we may voluntarily put in place, may have a material adverse effect on our business for an indefinite period of time, such as the potential shut down of certain locations, decreased employee availability, potential border closures, disruptions to the businesses of our channel partners, and others. Our suppliers and customers may also face these and other challenges, which could lead to a disruption in our supply chain as well as decreased construction and renovation spending and consumer demand for our products and services.

A continued worldwide disruption could materially affect our future access to our sources of liquidity, particularly our cash flows from operations, financial condition, capitalization, and capital investments. In the event of a sustained market deterioration, we may need additional liquidity, which would require us to evaluate available alternatives and take appropriate action. Although the disruptions related to COVID-19 may continue to occur, the long-term economic impact and near-term financial impacts of the COVID-19 pandemic, including but not limited to, possible impairment, restructuring, and other charges, cannot be reliably quantified or estimated at this time due to the uncertainty of future developments. Because the duration and resulting economic disruption of the COVID-19 pandemic are unknown and impossible to determine at this time, we are uncertain regarding the extent to which the COVID-19 pandemic could have a material adverse effect on our ability to operate, results of operations, financial condition, liquidity and capital investments.

 

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

(c)

Effective February 4, 2020, the Compensation Committee of the Board of Directors granted inducement awards of stock options in accordance with NASDAQ Listing Rule 5635(c)(4) to Jeffrey Davis, the head of LSI sales and Brian Vincent, Chief Support Officer. Mr. Davis was granted an inducement stock option to purchase up to 100,000 shares of the Company’s common stock. The award was approved in connection with the commencement of his employment with the Company and has a ten-year term. The option is exercisable at a price of $6.51 per share (the closing price on February 4, 2020) and will vest only if Mr. Davis remains an employee of the Company for three years. Mr. Vincent was granted an inducement stock option to purchase up to 50,000 shares of the Company’s common stock in connection with the commencement of his employment with the Company and has a ten-year term. The option is exercisable at a price of $6.51 per share (the closing price on February 4, 2020), and one-third of the option will vest on each anniversary of the grant date. The grants of such awards are exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended and/or Rule 701 promulgated pursuant to the Securities Act of 1933, as amended.

The Company does not purchase into treasury its own common shares for general purposes.  However, the Company does purchase its own common shares, through a Rabbi Trust, in connection with investments of employee/participants of the LSI Industries Inc. Non-Qualified Deferred Compensation Plan.  Purchases of Company common shares for this Plan in the second quarter of fiscal 2018 were as follows:

 

Page 3633

ISSUER PURCHASES OF EQUITY SECURITIES

Period

(a) Total

Number of

Shares

Purchased

(b) Average

Price Paid

per Share

(c) Total Number of

Shares Purchased as Part of

Publicly Announced Plans

or Programs

(d) Maximum Number (or

Approximate Dollar Value) of

Shares that May Yet Be

Purchased Under the Plans or

Programs

10/1/17 to 10/31/17

--

--

--

(1)

11/1/17 to 11/30/17

--

--

--

(1)

12/1/17 to 12/31/17

--

--

--

(1)

Total

--

--

--

(1)

(1)

In the first half of fiscal 2018, all 575,000 shares authorized for the Company’s Non-Qualified Deferred Compensation Plan have been extinguished by purchase in the open market. Newly issued shares from the Company’s 2012 Stock Incentive Plan will replace shares purchased in the open market to fulfill the obligation the plan has to its participants. 

 

ITEM 6.  EXHIBITS

 

Exhibits:

 

31.1

Certification of Principal Executive Officer required by Rule 13a-14(a)

 

31.2

Certification of Principal Financial Officer required by Rule 13a-14(a)

 

32.1

Section 1350 Certification of Principal Executive Officer

 

32.2

Section 1350 Certification of Principal Financial Officer

 

101.INS XBRL Instance Document

 

101.SCH XBRL Taxonomy Extension Schema Document

 

101.CAL XBRL Taxonomy Extension Calculation Linkbase Document

 

101.DEF XBRL Taxonomy Extension Definition Linkbase Document

 

101.LAB XBRL Taxonomy Extension Label Linkbase Document

 

101.PRE XBRL Taxonomy Extension Presentation Linkbase Document

 

Page 3734

 

SIGNATURES

 

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

 

 

LSI Industries Inc.

 

 

 

 

 

    

 

By:

/s/ Dennis W. Wells James A. Clark

 

 

 

Dennis W. WellsJames A. Clark

 

 

 

Chief Executive Officer and President

 

 

 

(Principal Executive Officer)

 

 

 

 

 

    

 

By:

/s/ James E. Galeese

 

 

 

James E. Galeese

 

 

 

Executive Vice President and Chief Financial Officer

 

 

 

(PrincipalPrincipal Financial Officer)

 

February 7, 2018May 5, 2020

 

 

 

 

Page 38

35