LSI Industries
Annual Report 2013

Plain-text annual report

A N N U A L R E P O R T 2 0 1 3 Leadership. Strength. Innovation. Those are the key values behind the smart vision upon which LSI Industries Inc. was founded when established in 1976. Today LSI demonstrates this in our dedication to advancing technology throughout all aspects of our business. We are a vertically integrated manufacturer who combines integrated technology, design and manufacturing to produce the most efficient, high quality products possible. Everything we build is done right here in one of our US plants. We are committed to advancing solid-state technology to make affordable, high performance, energy efficient lighting and custom graphic products that bring value to our customers. We have a vast offering of innovative solutions for virtually any lighting or graphics application. In addition, we can provide sophisticated lighting and energy management control solutions to help customers manage their energy performance. Further, we can provide design support, engineering, installation and project management for custom graphics rollout programs for today’s retail environment. LSI is a U.S. manufacturer with marketing / sales efforts throughout the world with concentration currently on North America, Latin America, Australia, New Zealand, Asia, Europe and the Middle East. Our major markets include the commercial / industrial lighting, petroleum / convenience store, multi-site retail (including automobile dealerships, restaurants and national retail accounts), sports and entertainment markets. Headquartered in Cincinnati, Ohio, LSI has facilities in Ohio, Kansas, Kentucky, New York, North Carolina, Oregon, Rhode Island, Texas and Montreal, Canada. The Company’s common shares are traded on the NASDAQ Global Select Market under the symbol LYTS. A review of the operating results for fiscal 2013 does not begin to reflect the activities or accomplishments of the year. During the past year, we took a hard look internally and determined we needed to both do some house cleaning and invest more in the future. We examined every part of our business, made capital investments where needed, wrote off impaired assets, reserved for obsolete inventory, rationalized manufacturing operations, and examined the requirements of moving toward a more technology-based company. We believe strongly that this stage-setting for the future was needed but it did adversely impact sales and earnings for the fiscal year ended June 30, 2013. On the lighting side of our business, we focused our investments and resources primarily toward solid-state LED lighting. At our current run rate, nearly 40%of our lighting products are LED-based, and we fully expect this percentage to continue its rapid growth. Moving into LED lighting, which we entered six years ago, has been a multi-year challenge and a sometimes difficult learning experience. This process was not without its complications, and, as a pioneer we found ourselves setting new technical and other standards in many cases. As a leader in LED lighting we learned that there was now a far greater technology aspect to our operations than the conventional manufacturing disciplines we were accustomed to historically. Many new considerations and processes had to be incorporated into our thinking throughout the Company. We have been working to set the stage to capture future growth in LED lighting by engineering and introducing new LED products, refining production processes, utilizing our vertically integrated capabilities, developing advanced lighting controls, improving product reliability, revising our warranty programs, and strengthening our selling channels of distribution. We are already beginning to see positive results as we enter fiscal 2014. Our new Sterling™ and Legacy™ LED lighting products have received strong acceptance in the marketplace with order rates running substantially above our forecasts. In fact, so much so that we have had to increase manufacturing capacity by adding a second shift. One of our most demanding immediate challenges is to meet order demand. New construction forecasts for 2014 call for increased spending which is, of course, positive for the lighting industry. LED lighting is literally transforming the lighting landscape and we are well-positioned to supply the products and services needed by our customers. The graphics side of our business also received a lot of internal attention during the past year. During fiscal 2013 our Graphics Segment continued to see improving demand in the markets we serve, allowing for higher sales and profitability, especially during the second half of the year. Larger programs began to open up, and during the year we completed a major re-imaging initiative with a leading grocer with over 700 stores. With the expectation of stronger demand, we focused our efforts on personnel, technology and equipment. Improvements are continuing in each of these categories. Our Lighting Segment focus for fiscal 2014 will be to introduce a flow of new and important LED lighting products, and expand our presence and market share in both our specialized niche markets and the large commercial and industrial lighting market. At the same time, we have set goals to increase our manufacturing output, lower costs, and improve product quality all on an on-going basis. In addition, our video screen and international businesses are gaining strength and, we believe, have the potential for significant growth over the longer term. With respect to the outlook for fiscal 2014 for graphics, we are optimistic that we will experience double-digit revenue growth and significantly improved profitability. We are seeing increasing activity in all of the major sectors that we serve, including petroleum, QSR, drugstore, retail, and grocery. Each of these sectors has experienced dynamic shifts in how they address their markets as landscapes have shifted to reflect society's changing tastes. The combination of changing go-to-market strategies, combined with the need to refresh aging images, appears to be converging into a very positive environment for the graphics business during fiscal 2014 and beyond. In addition, our Graphics Segment continues to work with the Lighting Segment to provide a more integrated one-stop shopping experience for customers seeking lighting, graphics, and technology. Many customers are implementing vendor consolidation programs, and we are uniquely positioned in the image space to serve this need. A strong balance sheet has always been a hallmark of LSI. At fiscal year-end we were debt free, our current ratio was 3.4, and shareholders' equity was $142 million. Expected positive cash flow, along with our sound capital structure and $35 million of unused commercial bank credit facilities, will comfortably fund our anticipated capital requirements during fiscal 2014 and beyond. We have paid regular cash dividends since 1989 and know these distributions are important to our shareholders. The indicated annual rate for fiscal 2014 has been set at $0.24 per share, the same as fiscal 2013. We also paid a special dividend of $0.12 per share during fiscal 2013. Subject to actual and forecasted operating results, we would hope to be able to consider an increase in this annual rate when we wrap-up fiscal 2014 and contemplate fiscal 2015. We truly believe this will be a pivotal year for LSI and look forward to reporting much improved operating results. Our Annual Shareholders' Meeting will be held at our corporate headquarters on November 21st, at 10:00 a.m. We invite you to attend and learn more about our vision for the future. Sincerely, Robert J. Ready Chairman & CEO Scott D. Ready President Executive Vice President - Manufacturing Chief Executive Officer – The O'Gara Group, Inc. Entrepreneur-in-Residence for Biosciences, CincyTechUSA Chairman of the Board (retired) - Northlich, Inc. Director of Midmark Corporation (retired) Dennis B. Meyer Versailles, Ohio Wilfred T. O’Gara Cincinnati, Ohio Mark A. Serrianne Cincinnati, Ohio Board of Directors Robert J. Ready Chairman of the Board Chief Executive Officer James P. Sferra Secretary Robert P. Beech Cincinnati, Ohio Gary P. Kreider Cincinnati, Ohio Senior Partner of Keating Muething & Klekamp PLL Corporate Officers and Executive Management Robert J. Ready Chief Executive Officer Scott D. Ready President, LSI Industries Inc. James P. Sferra Secretary Executive Vice President - Manufacturing Ronald S. Stowell Vice President Chief Financial Officer, and Treasurer David W. McCauley President, LSI Graphics Segment Scott D. Ready President, LSI Lighting Segment Shareholder Information Dividend Reinvestment Plan Independent Registered Public Accounting information, contact: Legal Counsel Keating Muething & Klekamp PLL Cincinnati, Ohio Firm Grant Thornton LLP Cincinnati, Ohio Transfer Agent and Registrar Computershare Trust Company, N.A. 250 Royall Street, Mail Stop 1A Canton, Massachusetts 02021-1011 Annual Meeting Corporate Headquarters LSI Industries Inc. 10000 Alliance Road Cincinnati, Ohio 45242 The LSI Industries Automatic Dividend Reinvestment and Stock Purchase Plan offers registered shareholders and employees an opportunity to purchase additional shares through automatic dividend reinvestment and/or optional cash investments. For additional Computershare Trust Company, N.A. 250 Royall Street, Mail Stop 1A Canton, Massachusetts 02021-1011 (312) 588-4990 (866) 770-0656 E-mail: web.queries@computershare.com Internet: www.computershare.com Market for the Company’s Common Shares LSI Industries Inc. Common Shares are traded on the NASDAQ Global Select Market under the symbol LYTS. The LSI Industries site on the Internet, www.lsi-industries.com, contains the Company’s 10-K and 10-Q filings, proxy statements, other SEC filings, annual reports, news releases, stock prices, and a variety of other information about LSI Industries and its products and services. The LSI Industries Inc. annual shareholders' meeting will be held Thursday, November 21, 2013 at 10:00 a.m. at the Company’s corporate offices located at 10000 Alliance Road, Cincinnati, Ohio. Internet Site UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED JUNE 30, 2013. OR  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO . Commission File No. 0-13375 LSI INDUSTRIES INC. (Exact name of Registrant as specified in its charter) Ohio (State or other jurisdiction of incorporation or organization) 10000 Alliance Road Cincinnati, Ohio 45242 (Address of principal executive offices) IRS Employer I.D. No. 31-0888951 (513) 793-3200 (Telephone number of principal executive offices) Securities Registered Pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered Common shares, no par value The NASDAQ Stock Market LLC (NASDAQ Global Select Market) Securities Registered Pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes (cid:31) No  Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes (cid:31) No  Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  No (cid:31) Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  Indicate by check mark whether the registrant 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  No (cid:31) Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. Large accelerated filer (cid:31) Accelerated filer  Non-accelerated filer (cid:31) Smaller reporting company (cid:31) Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes (cid:31) No  As of December 31, 2012, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately $161,285,000 based upon a closing sale price of $7.01 per share as reported on The NASDAQ Global Select Market. At August 22, 2013 there were 24,062,405 no par value Common Shares issued and outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrant’s Proxy Statement filed with the Commission for its 2013 Annual Meeting of Shareholders are incorporated by reference in Part III, as specified. LSI INDUSTRIES INC. 2013 FORM 10-K ANNUAL REPORT TABLE OF CONTENTS Begins on Page ITEM 1. BUSINESS ITEM 1A. RISK FACTORS ITEM 1B. UNRESOLVED STAFF COMMENTS ITEM 2. PROPERTIES ITEM 3. LEGAL PROCEEDINGS ITEM 4. MINE SAFETY DISCLOSURES PART I PART II ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES ITEM 6. SELECTED FINANCIAL DATA ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE ITEM 9A. CONTROLS AND PROCEDURES ITEM 9B. OTHER INFORMATION PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE ITEM 11. EXECUTIVE COMPENSATION ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES 1 7 11 11 12 12 12 14 14 14 15 15 15 16 16 16 16 16 16 17 “Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995 This Form 10-K 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, the ability to recognize the benefits of an acquisition, including potential synergies and cost savings or the failure of an acquired company to achieve its plans and objectives generally, 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 or revise any forward-looking statements to reflect subsequent events or circumstances. ITEM 1. BUSINESS Our Company PART I We are a leading provider of comprehensive corporate visual image solutions through the combination of extensive digital and screen graphics capabilities, a wide variety of high quality indoor and outdoor lighting products, lighting control systems, and related professional services. We also provide graphics and lighting products and professional services on a stand- alone basis. Our company is the leading provider of corporate visual image solutions to the petroleum / convenience store industry. We use this leadership position to penetrate national retailers and multi-site retailers, including quick service and casual restaurants, retail chain stores and automobile dealerships located primarily in the United States as well as internationally. In addition, we are an emerging provider of digital solid-state LED (light emitting diode) video screens and LED specialty lighting to such markets or industries as sports stadiums and arenas, digital billboards, and entertainment. We design and develop all aspects of the solid-state LED video screens and lighting, from the electronic circuit board, to the software to drive and control the LEDs, to the structure of the LED product. We seek to expand our market share in the traditional commercial / industrial lighting market by combining our LED product innovation and lighting control solutions with a strong emphasis on high service levels, U.S. manufactured products and market focused solutions. We offer a complete line of competitively priced energy efficient exterior and interior lighting products. Our solutions are targeted to both energy retrofit and new construction markets. We believe that national retailers and niche market companies are increasingly seeking single-source suppliers with the project management skills and service expertise necessary to execute a comprehensive visual image program. The integration of our graphics, lighting, technology and professional services capabilities allows our customers to outsource to us the development of an entire visual image program from the planning and design stage through installation. Our approach is to combine standard, high-production lighting products, custom graphics applications and professional services to create complete customer-focused visual image solutions. We also offer products and services on a stand-alone basis to service our existing image solutions customers, to establish a presence in a new market or to create a relationship with a new customer. We believe that our ability to combine graphics and lighting products and professional services into a comprehensive visual image solution differentiates us from our competitors who offer only stand-alone products for lighting or graphics and who lack professional services offerings. During the past several years, we have continued to enhance our ability to provide comprehensive corporate visual image solutions by adding additional graphics capabilities, lighting products, lighting control systems, LED video screens, LED lighting products and professional services through acquisitions and internal development. Our focus on product development and innovation creates products that are essential components of our customers’ corporate visual image strategy. Our spending on research and development was $6.5 million in fiscal 2013, $5.5 million in fiscal 2012, and $5.2 million in fiscal 2011. We develop and manufacture lighting, lighting control systems, graphics and solid- state LED video screen and lighting products and distribute them through an extensive multi-channel distribution network that allows us to effectively service our target markets. Representative customers include BP, Chevron Texaco, 7-Eleven, ExxonMobil, Shell, Burger King, Dairy Queen, Taco Bell, Wendy’s, Best Buy, CVS Caremark, JC Penney, Target Stores, Wal-Mart Stores, Chrysler, Ford, General Motors, Nissan, and Toyota. We service our customers at the corporate, franchise and local levels. Our business is organized as follows: the Lighting Segment, which represented 73% of our fiscal 2013 net sales; the Graphics Segment, which represented 17% of our fiscal 2013 net sales; the Electronic Components Segment, which represented 7% of our fiscal 2013 net sales; and an All Other Category, which represented 3% of our fiscal 2013 net sales. Our most significant market, which includes sales of both the Lighting Segment and the Graphics Segment, is the petroleum / convenience store market with approximately 27% of total net sales concentrated in this market in the fiscal years ended June 30, 2013 and 2012, and 35% of total net sales concentrated in this market in the fiscal year ended June 30, 2011. See Note 2 of Notes to Consolidated Financial Statements beginning on page F-27 of this Form 10-K for additional information on business segments. Net sales by segment are as follows (in thousands): ‐ 1 ‐ Lighting Segment Graphics Segment Electronic Components Segment All Other Category $ 2013 206,363 46,770 20,333 7,324 $ $ 2012 199,610 42,131 18,515 8,146 2011 197,632 67,073 21,449 7,347 Total Net Sales $ 280,790 $ 268,402 $ 293,501 Lighting Segment Our Lighting Segment manufactures and markets outdoor and indoor lighting for the commercial, industrial and multi- site retail markets, including the petroleum / convenience store market. Our products are designed and manufactured to provide maximum value and meet the high-quality, competitively-priced product requirements of our niche markets. We generally avoid specialty or custom-designed, low-volume products for single order opportunities. We do, however, design proprietary products used by our national account customers in large volume, and occasionally also provide custom products for large, specified projects. Our concentration is on our high-volume, standard product lines that meet our customers’ needs. By focusing our product offerings, we achieve significant manufacturing and cost efficiencies. Our lighting fixtures, poles and brackets are produced in a variety of designs, styles and finishes. Important functional variations include types of mounting, such as pole, bracket and surface, and the nature of the light requirement, such as down- lighting, wall-wash lighting, canopy lighting, flood-lighting, area lighting and security lighting. Our engineering staff performs photometric analyses and wind load safety studies for all light fixtures and also designs our fixtures and lighting systems. Our lighting products utilize a wide variety of different light sources, including solid-state LED, high-intensity discharge metal- halide, and fluorescent. The major products and services offered within our lighting segment include: exterior area lighting, interior lighting, canopy lighting, landscape lighting, LED lighting, light poles, lighting analysis, photometric layouts and solid state LED video screens for the sports and advertising markets. All of our products are designed for performance, reliability, ease of installation and service, as well as attractive appearance. The Company also has a focus on designing lighting system solutions and implementing strategies related to energy savings in substantially all markets served. We offer our customers expertise in developing and utilizing high-performance LED color and white lightsource solutions for our Lighting and Graphics applications, which, when combined with the Company’s lighting fixture expertise and technology has the potential to result in a broad spectrum of white light LED fixtures that offer equivalent or improved lighting performance with significant energy and maintenance savings as compared to the present metal halide and fluorescent lighting fixtures. Lighting Segment net sales of $206,363,000 in fiscal 2013 increased 3.4% from fiscal 2012 net sales of $199,610,000. The $6.8 million increase in Lighting Segment net sales is primarily the net result of a $1.2 million or 1.3% net increase in lighting sales to our niche and national accounts markets (petroleum / convenience store sales were up 5%, retail national net sales were down 46%, quick-service restaurant market sales were up 87%, and automotive market net sales were up 52%), a $1.2 million or 7.5% increase in lighting sales to the international markets, a $4.1 million or 220% increase in LED video screens, and a $0.2 million or 0.2% increase in commissioned net sales to the commercial / industrial lighting market. Sales of lighting to the petroleum / convenience store market represented 28% of Lighting Segment net sales for both fiscal years 2013 and 2012. Lighting Segment net sales of lighting to this, the Company’s largest niche market, were up 5.0% from last year to $58,326,000. The petroleum / convenience store market has been, and will continue to be, a very important niche market for the Company. The Lighting Segment’s net sales of light fixtures having solid-state LED technology totaled $71.4 million in fiscal 2013, representing a 3.7% increase from fiscal 2012 net sales of solid-state LED light fixtures of $68.9 million. The Lighting Segment’s net sales related to LED video screens totaled $6.0 million in fiscal 2013, representing a $4.1 million or 220% increase from fiscal 2012 net sales of $1.9 million. Lighting Segment net sales of $199,610,000 in fiscal 2012 increased 1.0% from fiscal 2011 net sales of $197,632,000. The $2.0 million increase in Lighting Segment net sales is primarily the net result of a $4.8 million or 5.3% net increase in lighting sales to our niche and national accounts markets (petroleum / convenience store sales were down 1.0%, retail national net sales were up 11%, quick-service restaurant market sales were up 9%, and automotive market net sales were up 32%), a $3.0 million or 23.3% increase in lighting sales to the international markets, a $0.8 million or 73.9% increase in LED video screens, and a $6.5 million or 7.0% increase in commissioned net sales to the commercial / industrial lighting market. The Company replaced certain commissioned sales representatives during fiscal 2012, which has the short-term effect ‐ 2 ‐ of disrupting sales with a view towards strategic sales growth in the long-term. Sales of lighting to the petroleum / convenience store market represented 28% and 29% of Lighting Segment net sales in fiscal years 2012 and 2011, respectively. Lighting Segment net sales of lighting to this, the Company’s largest niche market, were down 0.4% from last year to $55,576,000. Included in the net change, and offsetting other increases, was a $9.7 million decrease related to the December 2010 conclusion of a program with 7-Eleven, Inc., who replaced traditional canopy, site and sign lighting with solid- state LED lighting. The petroleum / convenience store market has been, and will continue to be, a very important niche market for the Company. The Lighting Segment’s net sales of light fixtures having solid-state LED technology totaled $68.9 million in fiscal 2012, representing a 14.8% increase from fiscal 2011 net sales of solid-state LED light fixtures of $60.0 million. The Lighting Segment’s net sales related to LED video screens totaled $1.9 million, representing a 73.7% increase from fiscal 2011 sales of $1.1 million. Graphics Segment The Graphics Segment manufactures and sells exterior and interior visual image elements related to graphics. These products are used in graphics displays and visual image programs in several markets, including the petroleum / convenience store market and multi-site retail operations. Our extensive lighting and graphics expertise, product offering, visual image solution implementation capabilities and other professional services represent significant competitive advantages. We work with corporations and design firms to establish and implement cost effective corporate visual image programs. Increasingly, we have become the primary supplier of exterior and interior graphics for our customers. We also offer installation or installation management services for those customers who require the installation of interior or exterior products (utilizing pre-qualified independent subcontractors throughout the United States). Our business can be significantly impacted by participation in a customer’s “image conversion program,” especially if it were to involve a “roll out” of that new image to a significant number of that customer’s and its franchisees’ retail sites. The impact to our business can be very positive with growth in net sales and profitability when we are engaged in an image conversion program. This can be followed in subsequent periods by lesser amounts of business or negative comparisons following completion of an image conversion program, unless we are successful in replacing that completed business with participation in new image conversion programs of similar size with one or more customers. An image conversion program can potentially involve any or all of the following improvements, changes or refurbishments at a customer’s retail site: interior or exterior lighting (see discussion above about our lighting segment), interior or exterior store signage and graphics, and installation of these products in both the prototype and roll out phases of their program. We believe many of our retail customers, over the past several years, have delayed their normal cycle of image refresh or conversions, and therefore will choose to implement changes in the near future to maintain a safe, fresh or new image on their site in order to maintain or grow their market share. The major products and services offered within our Graphics Segment include the following: signage and canopy graphics, pump dispenser graphics, building fascia graphics, decals, interior signage and marketing graphics, aisle markers, wall mural graphics, fleet graphics, prototype program graphics, and installation services for graphics products. Graphics Segment net sales of $46,770,000 in fiscal 2013 increased 11.0% from fiscal 2012 net sales of $42,131,000. The $4.6 million increase in Graphics Segment net sales is primarily the net result of image conversion programs and sales to several petroleum / convenience store customers ($0.9 million net decrease), two grocery retailers ($6.7 million increase), two national drug store retailers ($2.5 million decrease) two quick-service restaurant chains ($1.5 million decrease), several retail chains ($1.7 million increase) and changes in volume or completion of several other smaller graphics programs ($1.1 million increase). Sales of graphics products and services to the petroleum / convenience store market represented 39% and 37% of Graphics Segment net sales in fiscal years 2013 and 2012, respectively. Graphics Segment net sales of graphics to this, the Company’s largest niche market, were up 15.3% from last year to $18,063,000. The petroleum / convenience store market has been, and will continue to be, a very important niche market for the Company. The Graphics Segment net sales of graphic identification products that contain solid-state LED light sources and LED lighting for signage totaled $1.3 million in fiscal 2013 compared to $1.0 million in fiscal 2012. Graphics Segment net sales of $42,131,000 in fiscal 2012 decreased 37.2% from fiscal 2011 net sales of $67,073,000. The $24.9 million decrease in Graphics Segment net sales is primarily the net result of the completion of the program with 7-Eleven, Inc. ($23.8 million decrease), image conversion programs and sales to four petroleum / convenience store customers ($1.9 million net decrease), two grocery retailers ($1.4 million net increase), a national drug store retailer ($1.4 million increase), and changes in volume or completion of several other graphics programs. Sales of graphics products and services to the petroleum / convenience store market represented 37.2% and 68.6% of Graphics Segment net sales in fiscal years 2012 and 2011, respectively. Graphics Segment net sales of graphics to this, the Company’s largest niche market, were down 65.9% from last year to $15,665,000, with approximately $23.8 million of the decrease related to the completion of the ‐ 3 ‐ program with 7-Eleven, Inc., who replaced traditional sign lighting with solid-state LED lighting. The petroleum / convenience store market has been, and will continue to be, a very important niche market for the Company. The Graphics Segment net sales of graphic identification products that contain solid-state LED light sources and LED lighting for signage totaled $1.0 million in fiscal 2012 as compared to $3.9 million in the same period of the prior year. Electronic Components Segment The Electronic Components Segment includes the results of LSI ADL Technology and LSI Virticus. ADL Technology operates in Columbus, Ohio and designs, engineers and manufactures custom designed electronic circuit boards, assemblies and sub-assemblies used in various applications including the control of solid-state LED lighting. The Company acquired AdL Technology in fiscal 2010 as a vertical integration of circuit boards for LED lighting as well as the Company’s other LED product lines such as digital scoreboards, advertising ribbons and billboards. LSI ADL Technology allows the Company to stay on the leading edge of product development, while at the same time providing opportunities to drive down manufacturing costs and control delivery of key components. In addition to its intercompany support, LSI ADL Technology serves a variety of external customers in various markets. LSI Virticus, acquired by the Company in March 2012, operates in Portland, Oregon and designs, engineers and assembles wireless, internet-based lighting control systems. Electronic Components Segment net sales of $20,333,000 in fiscal 2013 increased 9.8% from fiscal 2012 net sales of $18,515,000. The $1.8 million increase in Electronic Components Segment net sales is primarily the net result of a $0.5 million decrease in sales to the telecommunications market, a $1.5 million increase in sales to the transportation market, a $0.1 million decrease in sales to original equipment manufacturers, a $0.3 million decrease in sales to the medical markets, and a $1.3 million increase in sales to various other markets. In addition to the Segment’s increase in customer sales, its inter- segment sales increased 20.5% due to increased intercompany demand of LED circuit board assemblies used in light fixtures having solid-state LED technology. Electronic Components Segment net sales of $18,515,000 in fiscal 2012 decreased 13.7% from fiscal 2011 net sales of $21,449,000. The $2.9 million decrease in Electronic Components Segment net sales is primarily the result of a $0.4 million decrease in sales to original equipment manufacturers, a $0.1 million decrease to medical markets, a $0.8 million decrease to retail markets, a $1.1 million decrease to telecommunications markets, and a $0.6 million decrease is sales to various other markets. All Other Category The All Other Category includes the results of all LSI operations that are not able to be aggregated into one of the three reportable business segments. Operating results of LSI Saco Technologies, LSI Images, and LSI Adapt are included in the All Other Category. The major products and services offered by operations included in the All Other Category include: design, production, and support of large format video screens using LED technology; exterior and interior menu board systems primarily for the quick service restaurant market; and surveying, permitting and installation management services related to products of the Graphics Segment. LSI Saco Technologies offers its customers expertise in developing and utilizing high- performance LED color and white light source solutions for both lighting and graphics applications. LSI Saco Technologies also provides research and development support to the Lighting and Graphics Segments. This technology developed by LSI Saco has been applied in the Company’s Lighting Segment in a broad spectrum of white light LED fixtures that offer equivalent or improved lighting performance with significant energy and maintenance savings as compared to the traditional metal halide and fluorescent lighting fixtures. Additionally, this LED technology is used in the Company’s Graphics Segment to light, accent and provide color lighting to graphics display and visual image programs of the Company’s retail, quick service restaurant and sports market customers. All Other Category net sales of $7,324,000 in fiscal 2013 decreased $0.8 million or 10.1% from fiscal 2012 net sales of $8,146,000. The $0.8 million decrease in the All Other Category net sales is primarily the net result of net increased sales of menu board systems ($0.2 million), decreased project management net sales ($0.2 million), and decreased net sales of LED video screen and specialty LED lighting sales to the Entertainment and other markets ($0.8 million). All Other Category net sales of $8,146,000 in fiscal 2012 increased 10.9% from fiscal 2011 net sales of $7,347,000. The $0.8 million increase in the All Other Category net sales is primarily the net result of increased net menu board sales to fast food chains ($1.5 million) and increased installation management revenue ($1.2 million), partially offset by decreased LED video screen and specialty LED lighting sales to the Entertainment and other markets ($1.9 million). ‐ 4 ‐ Goodwill and Intangible Asset Impairment In fiscal 2013, we recorded a $2,413,000, non-cash full goodwill impairment charge in one of the reporting units in the Electronic Components Segment due to a decline in estimated discounted cash flows. There was no impairment of the Company’s indefinite-lived intangible assets. In fiscal 2012, we recorded a $258,000, non-cash full goodwill impairment charge in one of the reporting units in the Graphics Segment due to a decline in estimated discounted cash flows and a decline in the market capitalization of the Company. There was no impairment of the Company’s indefinite-lived intangible assets. Our Competitive Strengths Single Source Comprehensive Visual Image Solution Provider. We believe that we are the only company serving our target markets that combines significant graphics capabilities, lighting products and installation implementation capabilities to create comprehensive image solutions. We believe that our position as a single-source provider creates a competitive advantage over competitors who can only address either the lighting or the graphics component of a customer’s corporate visual image program. Using our broad visual image solutions capabilities, our customers can maintain complete control over the creation of their visual image programs while avoiding the added complexity of coordinating separate lighting and graphics suppliers and service providers. We can use high technology software to produce computer-generated virtual prototypes of a customer’s new or improved retail site image. We believe that these capabilities are unique to our target markets and they allow our customers to make educated, cost-effective decisions quickly. Proven Ability to Penetrate Target Markets. We have grown our business by establishing a leadership position in the majority of our target markets as defined by our revenues, including petroleum / convenience stores, automobile dealerships and specialty retailers. Although our relationship with our customers may begin with the need for a single product or service, we leverage our broad product and service offering to identify additional products and solutions. We combine existing graphics, lighting and image element offerings, develop products and add services to create comprehensive solutions for our customers. Product Development Focus. We believe that our ability to successfully identify, patent and develop new products has allowed us to expand our market opportunity and enhance our market position. Our product development initiatives are designed to increase the value of our product offering by addressing the needs of our customers and target markets through innovative retrofit enhancements to existing products or the development of new products. In addition, we believe our product development process creates value for our customers by producing products that offer energy efficiency, low maintenance requirements and long-term operating performance at competitive prices based upon the latest technologies available. Development of Innovative and Patentable Solid State Lighting Technology. We have developed an expanding portfolio of technology patents related to the design of LED based products which are used to establish performance based product leadership in the markets we serve. Strong Relationships with our Customers. We have used our innovative products and high-quality services to develop close, long-standing relationships with a large number of our customers. Many of our customers are recognized among the leaders in their respective markets, including customers such as BP, 7-Eleven, Chevron, CVS Caremark and Burger King. Their use of our products and services raises the visibility of our capabilities and facilitates the acceptance of our products and services in their markets. Within each of these markets, our ability to be a single source provider of image solutions often creates repeat business opportunities through corporate reimaging programs. We have served some of our customers since our inception in 1976. Well-capitalized Balance Sheet. As part of our long-term operating strategy, we believe the Company maintains a conservative capital structure. With a strong equity base, we are able to preserve operating flexibility in times of industry expansion and contraction. In the current business environment, a strong balance sheet demonstrates financial viability to our existing and targeted customers. In addition, a strong balance sheet enables us to continue important R&D and capital spending. Aggressive Use of Our Image Center Capabilities. Our image center and i-Zone marketing center capabilities provide us with a distinct competitive advantage to demonstrate the effectiveness of integrating graphics and lighting into a complete corporate visual image program. Our technologically advanced image centers, which demonstrate the depth and breadth of our product and service offerings, have become an effective component of our sales process. ‐ 5 ‐ Maintain our Vertically Integrated Business Model. We consider our company to be a vertically integrated manufacturer rather than a product assembler. We focus on developing unique customer-oriented products, solutions and technology, and outsource certain non-core processes and product components as necessary. Sales, Marketing and Customers Our lighting products (including lighting controls and excluding LED video screens) are sold primarily throughout the United States, but also in Canada, Australia, Latin America, Europe and the Middle East (about 7% of total net sales are outside the United States) using a combination of regional sales managers, independent sales representatives and distributors. Although in some cases we sell directly to national firms, more frequently we are designated as a preferred vendor for product sales to customer-owned as well as franchised, licensed and dealer operations. Our graphics products, which are program-driven, LED video screens, electronic components, and other products and services sold by operations in the All Other Category are sold primarily through our own sales force. Our marketing approach and means of distribution vary by product line and by type of market. Sales are developed by contacts with national retail marketers, branded product companies, franchise and dealer operations. In addition, sales are also achieved through recommendations from local architects, engineers, petroleum and electrical distributors and contractors. Our sales are partially seasonal as installation of outdoor lighting and graphic systems in the northern states decreases during the winter months. Our Image center and i-Zone marketing center capabilities are important parts of our sales process. The image center, unique within the lighting and graphics industry, is a facility that can produce a computer-generated virtual prototype of a customer’s facility on a large screen through the combination of high technology software and audio/visual presentation. The i-Zone marketing center is a digitally controlled facility containing a large solid-state LED video screen and several displays that showcase our LED technology and LED products. With these capabilities, our customers can instantly explore a wide variety of lighting and graphics alternatives to develop consistent day and nighttime images. These centers give our customers more options, greater control, and more effective time utilization in the development of lighting, graphics and visual image solutions, all with much less expense than traditional prototyping. In addition to being cost and time effective for our customers, we believe that our image center and i-Zone marketing center capabilities result in the best solution for our customers’ needs. The Image and i-Zone marketing centers also contain comprehensive indoor and outdoor product display areas that allow our customers to see many of our products and services in one setting. This aids our customers in making quick and effective lighting and graphic design decisions through hands-on product demonstrations and side-by-side comparisons. More importantly, these capabilities allow us to expand our customer’s interest from just a single product into other products and solutions. We believe that our Image center and i-Zone marketing center capabilities have further enhanced our position as a highly qualified outsourcing partner capable of guiding a customer through image alternatives utilizing our lighting and graphics products and services. We believe this capability distinguishes us from our competitors and will become increasingly beneficial in attracting additional customers. Manufacturing and Operations We design, engineer and manufacture substantially all of our lighting and graphics products through a vertically integrated business model. By emphasizing high-volume production of standard product lines, we achieve significant manufacturing efficiencies. When appropriate, we utilize alliances with vendors to outsource certain products and assemblies. LED products and related software are engineered, designed and final-assembled by the Company, while a portion of the manufacturing has been performed by select qualified vendors. We are not dependent on any one supplier for any of our component parts. The principal raw materials and purchased components used in the manufacturing of our products are steel, aluminum, wire harnesses, sockets, lamps, certain fixture housings, acrylic and glass lenses, lighting ballasts, inks, various graphics substrates such as decal material and vinyls, LEDs and electronic components. We source these materials and components from a variety of suppliers. Although an interruption of these supplies and components could disrupt our operations, we believe generally that alternative sources of supply exist and could be readily arranged. We strive to reduce price volatility in our purchases of raw materials and components through quarterly or annual contracts with certain of our suppliers. Our Lighting operations generally carry a certain level of sub-assemblies in inventory and relatively small amounts of finished goods inventory, except for certain products that are stocked to meet quick delivery requirements. Most often, lighting products are made to order and shipped shortly after they are manufactured. Our Graphics operations manufacture custom graphics products for customers who frequently require us to stock certain amounts of finished goods in exchange for their commitment to that inventory. In some Graphics programs, customers also give us a cash advance for the inventory that we stock for them. The Company’s operations dealing with LED products generally carry LED and ‐ 6 ‐ LED component inventory due to longer lead times, or the possibility of worldwide shortages of electronic components. LED products are generally made to order and shipped shortly after assembly is complete. Customers purchasing LED video screens routinely give us cash advances for large projects prior to shipment. Our Electronic Components operations purchase electronic components from multiple suppliers and manufacture custom electronic circuit boards and lighting control systems. Most products are made to order and, as a result, these operations do not carry very many finished goods. We believe we are a low-cost producer for our types of products, and as such, are in a position to promote our product lines with substantial marketing and sales activities. We currently operate out of twelve manufacturing facilities and two sales facilities in eight U.S. states and Canada. During fiscal 2012, we added a facility with the acquisition of Virticus Corporation. During fiscal 2011, we consolidated our smallest Lighting manufacturing facility into our largest facility. Our manufacturing operations are subject to various federal, state and local regulatory requirements relating to environmental protection and occupational health and safety. We do not expect to incur material capital expenditures with regard to these matters and believe our facilities are in compliance with such regulations. Competition We experience strong competition in all segments of our business, and in all markets served by our product lines. Although we have many competitors, some of which have greater financial and other resources, we do not compete with the same companies across our entire product and service offerings. We believe product quality and performance, price, customer service, prompt delivery, and reputation to be important competitive factors. We also have several product and process patents which have been obtained in the normal course of business which provide a competitive advantage in the marketplace. Additional Information Our sales are partially seasonal as installation of outdoor lighting and graphic systems in the northern states lessens during the harshest winter months. We had a backlog of orders, which we believe to be firm, of $42.4 million and $32.2 million at June 30, 2013 and 2012, respectively. All orders are believed to be shippable or installed within twelve months. The increase as of June 30, 2013 relates primarily to an increase of orders in our Lighting and Graphics Segments. We have approximately 1,235 full-time employees and 232 agency employees as of June 30, 2013. We offer a comprehensive compensation and benefit program to most employees, including competitive wages, a discretionary bonus plan, a profit-sharing plan and retirement plan, and a 401(k) savings plan (for U.S. employees), a non-qualified deferred compensation plan (for certain employees), an equity compensation plan, and medical and dental insurance. We file reports with the Securities and Exchange Commission (“SEC”) on Forms 10-K, 10-Q and 8-K. You may read and copy any materials filed with the SEC at its public reference room at 100 F. Street, N.E., Room 1580, Washington, D.C. 20549. You may also obtain that information by calling the SEC at 1-800-SEC-0330. The SEC maintains an internet website that contains reports, proxy and information statements and other information regarding us. The address of that site is http://www.sec.gov. Our internet address is http://www.lsi-industries.com. We make available free of charge through our internet website our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to those reports filed or furnished pursuant to Section 13(a) of the Securities Exchange Act of 1934 as soon as reasonably practical after we electronically file them with the SEC. LSI is not including the other information contained on its website as part of or incorporating it by reference into this Annual Report on Form 10-K. LSI Industries Inc. is an Ohio corporation, incorporated in 1976. ITEM 1A. RISK FACTORS In addition to the other information set forth in this report, you should carefully consider the following factors which could materially affect our business, financial condition, cash flows or future results. Any one of these factors could cause the Company’s actual results to vary materially from recent results or from anticipated future results. The risks described below are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results. ‐ 7 ‐ The markets in which we operate are subject to competitive pressures that could affect selling prices, and therefore could adversely affect our operating results. Our businesses operate in markets that are highly competitive, and we compete on the basis of price, quality, service and/or brand name across the industries and markets served. Some of our competitors for certain products, primarily in the Lighting Segment, have greater sales, assets and financial resources than we have. Some of our competitors are based in foreign countries and have cost structures and prices in foreign currencies. Accordingly, currency fluctuations could cause our U.S. dollar-priced products to be less competitive than our competitors’ products which are priced in other currencies. Competitive pressures could affect prices we charge our customers or demand for our products, which could adversely affect our operating results. Additionally, customers for our products are attempting to reduce the number of vendors from which they purchase in order to reduce the size and diversity of their inventories and their transaction costs. To remain competitive, we will need to invest continuously in research and development, manufacturing, marketing, customer service and support, and our distribution networks. We may not have sufficient resources to continue to make such investments and we may be unable to maintain our competitive position. Lower levels of economic activity in our end markets could adversely affect our operating results. Our businesses operate in several market segments including commercial, industrial, retail, petroleum / convenience store and entertainment. Operating results can be negatively impacted by volatility in these markets. Future downturns in any of the markets we serve could adversely affect our overall sales and profitability. Our operating results may be adversely affected by unfavorable economic, political and market conditions. Economic and political conditions worldwide have from time to time contributed to slowdowns in our industry at large, as well as to the specific segments and markets in which we operate. When combined with ongoing customer consolidation activity and periodic manufacturing and inventory initiatives, the current uncertain macro-economic and political climate, including but not limited to the effects of weakness in domestic and foreign financial and credit markets, could lead to reduced demand from our customers and increased price competition for our products, increased risk of excess and obsolete inventories and uncollectible receivables, and higher overhead costs as a percentage of revenue. If the markets in which we participate experience further economic downturns, as well as a slow recovery period, this could negatively impact our sales and revenue generation, margins and operating expenses, and consequently have a material adverse effect on our business, financial condition and results of operations. Price increases or significant shortages of raw materials and components could adversely affect our operating margin. The Company purchases large quantities of raw materials and components — mainly steel, aluminum, light bulbs and fluorescent tubes, lighting ballasts, sockets, wire harnesses, plastic lenses, glass lenses, vinyls, inks, LEDs, electronic components and corrugated cartons. Materials comprise the largest component of costs, representing approximately 60% and 61% of the cost of sales in 2013 and 2012, respectively. While we have multiple sources of supply for each of our major requirements, significant shortages could disrupt the supply of raw materials. Further increases in the price of these raw materials and components could further increase the Company’s operating costs and materially adversely affect margins. Although the Company attempts to pass along increased costs in the form of price increases to customers, the Company may be unsuccessful in doing so for competitive reasons. Even when price increases are successful, the timing of such price increases may lag significantly behind the incurrence of higher costs. There are selected electronic component parts and certain other parts shortages in the market place, some of which have affected the Company’s manufacturing operations and shipment schedules even though multiple suppliers may be available. The lead times from electronic component suppliers have significantly increased for some component parts and prices of some of these electronic component parts have increased during this period of shortages. Fluorescent tubes and other light bulbs contain rare earth minerals, which have become more expensive and in short supply throughout the world, thereby affecting the Company’s supply and cost of these light sources. We have a concentration of net sales to the petroleum / convenience store market, and any substantial change in this market could have an adverse affect on our business. Approximately 27% of our net sales in fiscal year 2013 are concentrated in the petroleum / convenience store market. Sales to this market segment are dependent upon the general conditions prevailing in and the profitability of the petroleum and convenience store industries and general market conditions. Our petroleum market business is subject to reactions by the petroleum industry to world political events, particularly those in the Middle East, and to the price and supply of oil. Major disruptions in the petroleum industry generally result in a curtailment of retail marketing efforts, including expansion and refurbishing of retail outlets, by the petroleum industry and adversely affect our business. Any ‐ 8 ‐ substantial change in purchasing decisions by one or more of our largest customers, whether due to actions by our competitors, customer financial constraints, industry factors or otherwise, could have an adverse effect on our business. Difficulties with integrating acquisitions could adversely affect operating costs and expected benefits from those acquisitions. We have pursued and may continue to seek potential acquisitions to complement and expand our existing businesses, increase our revenues and profitability, and expand our markets. We cannot be certain that we will be able to identify, acquire or profitably manage additional companies or successfully integrate such additional companies without substantial costs, delays or other problems. Also, companies acquired recently and in the future may not achieve revenues, profitability or cash flows that justify our investment in them. We expect to spend significant time and effort in expanding our existing businesses and identifying, completing and integrating acquisitions. We expect to face competition for acquisition candidates which may limit the number of acquisition opportunities available to us, possibly leading to a decrease in the rate of growth of our revenues and profitability, and may result in higher acquisition prices. The success of these acquisitions we do make will depend on our ability to integrate these businesses into our operations. We may encounter difficulties in integrating acquisitions into our operations, retaining key employees of acquired companies and in managing strategic investments. Therefore, we may not realize the degree or timing of the benefits anticipated when we first enter into a transaction. If acquisitions are made in the future and goodwill and intangible assets are recorded on the balance sheet, circumstances could arise in which the goodwill and intangible assets could become impaired and therefore would be written off. We have pursued and will continue to seek potential acquisitions to complement and expand our existing businesses, increase our revenues and profitability, and expand our markets through acquisitions. As a result of acquisitions, we have significant goodwill and intangible assets recorded on our balance sheet. We will continue to evaluate the recoverability of the carrying amount of our goodwill and intangible assets on an ongoing basis, and we may incur substantial non-cash impairment charges, which would adversely affect our financial results. There can be no assurance that the outcome of such reviews in the future will not result in substantial impairment charges. Impairment assessment inherently involves judgment as to assumptions about expected future cash flows and the impact of market conditions on those assumptions. Future events and changing market conditions may impact our assumptions as to prices, costs, holding periods or other factors that may result in changes in our estimates of future cash flows. Although we believe the assumptions we used in testing for impairment are reasonable, significant changes in any one of our assumptions could produce a significantly different result. If there were to be a decline in our market capitalization and a decline in estimated forecasted discounted cash flows, there could be an impairment of the goodwill and intangible assets. A non-cash impairment charge could be material to the earnings of the reporting period in which it is recorded. If we do not develop the appropriate new products or if customers do not accept new products, we could experience a loss of competitive position which could adversely affect future revenues. The Company is committed to product innovation on a timely basis to meet customer demands. Development of new products for targeted markets requires the Company to develop or otherwise leverage leading technologies in a cost- effective and timely manner. Failure to meet these changing demands could result in a loss of competitive position and seriously impact future revenues. Products or technologies developed by others may render the Company’s products or technologies obsolete or noncompetitive. A fundamental shift in technologies in key product markets could have a material adverse effect on the Company’s operating results and competitive position within the industry. More specifically, the development of new or enhanced products is a complex and uncertain process requiring the anticipation of technological and market trends. Rapidly changing product technologies could adversely impact operating results due to potential technological obsolescence of certain inventories or increased warranty expense related to newly developed LED lighting products. We may experience design, manufacturing, marketing or other difficulties, such as an inability to attract a sufficient number of experienced engineers that could delay or prevent our development, introduction or marketing of new products or enhancements and result in unexpected expenses. Such difficulties could cause us to lose business from our customers and could adversely affect our competitive position. In addition, added expenses could decrease the profitability associated with those products that do not gain market acceptance. Our business is cyclical and seasonal, and in downward economic cycles our operating profits and cash flows could be adversely affected. Historically, sales of our products have been subject to cyclical variations caused by changes in general economic conditions. Our revenues in our third quarter ending March 31 are also affected by the impact of weather on construction and installation programs and the annual budget cycles of major customers. The demand for our products reflects the ‐ 9 ‐ capital investment decisions of our customers, which depend upon the general economic conditions of the markets that our customers serve, including, particularly, the petroleum and convenience store industries. During periods of expansion in construction and industrial activity, we generally have benefited from increased demand for our products. Conversely, downward economic cycles in these industries result in reductions in sales and pricing of our products, which may reduce our profits and cash flow. During economic downturns, customers also tend to delay purchases of new products. The cyclical and seasonal nature of our business could at times adversely affect our liquidity and financial results. A loss of key personnel or inability to attract qualified personnel could have an adverse affect on our operating results. The Company’s future success depends on the ability to attract and retain highly skilled technical, managerial, marketing and finance personnel, and, to a significant extent, upon the efforts and abilities of senior management. The Company’s management philosophy of cost-control results in a very lean workforce. Future success of the Company will depend on, among other factors, the ability to attract and retain other qualified personnel, particularly management, research and development engineers and technical sales professionals. The loss of the services of any key employees or the failure to attract or retain other qualified personnel could have a material adverse effect on the Company’s results of operations. The costs of litigation and compliance with environmental regulations, if significantly increased, could have an adverse affect on our operating profits. We are, and may in the future be, a party to any number of legal proceedings and claims, including those involving patent litigation, product liability, employment matters, and environmental matters, which could be significant. Given the inherent uncertainty of litigation, we can offer no assurance that existing litigation or a future adverse development will not have a material adverse impact. We are also subject to various laws and regulations relating to environmental protection and the discharge of materials into the environment, and it could potentially be possible we could incur substantial costs as a result of the noncompliance with or liability for clean up or other costs or damages under environmental laws. New regulations related to conflict minerals could adversely impact our business. The Dodd-Frank Wall Street Reform and Consumer Protection Act contains provisions to improve transparency and accountability concerning the supply of certain minerals, known as conflict minerals, originating from the Democratic Republic of Congo (DRC) and adjoining countries. As a result, in August 2012 the SEC adopted annual disclosure and reporting requirements for those companies who use conflict minerals mined from the DRC and adjoining countries in their products. These new requirements will require due diligence efforts in calendar 2013, with initial disclosure requirements beginning in May 2014. There will be costs associated with complying with these disclosure requirements, including for diligence to determine the sources of conflict minerals used in our products and other potential changes to products, processes or sources of supply as a consequence of such verification activities. The implementation of these rules could adversely affect the sourcing, supply and pricing of materials used in our products. As there may be only a limited number of suppliers offering “conflict free" conflict minerals, we cannot be sure that we will be able to obtain necessary conflict minerals from such suppliers in sufficient quantities or at competitive prices. Also, we may face reputational challenges if we determine that certain of our products contain minerals are not conflict free or if we are unable to sufficiently verify the origins for all conflict minerals used in our products through the procedures we may implement. The turnover of commissioned sales representatives could cause a significant disruption in sales volume. Commissioned sales representatives are critical to generating business in the Lighting Segment. From time to time, commissioned sales representatives representing a particular region are terminated and replaced with new commissioned sales representatives. During this period of transition from the previous agency to the new one, sales in the particular region will likely fall as business is disrupted. It may take several months for the new sales representative to generate sales that will equal or exceed the previous sales representative. There is also the risk that the new sales agency will not attain the sales volume of the previous agency. These sales representative changes may occur individually as one agency is replaced due to lack of performance. On the other hand, these sales representative changes can be widespread as a result of the competitive nature of the lighting industry as LSI and its competition vie for the strongest sales agency in a particular region. ‐ 10 ‐ Changes in a customer’s demands and commitment to proprietary inventory could result in significant inventory write-offs. Upgrading or replacing a customer’s current image requires the manufacture of inventory that is specific to the particular customer. This is particularly true in the Graphics Segment. In as many instances as possible, we require a commitment from the customer before the inventory is produced. Our request for a commitment can range from a single site or store to a large roll-out program involving many sites or stores. The risk does exist that a customer cannot or will not honor its commitment to us. The reasons a customer cannot or will not honor its commitment can range from the bankruptcy of the customer, to the change in the image during the roll-out program, to canceling the program before its completion and before the inventory is sold to the customer. In each of these instances, we could be left with significant amounts of inventory required to support the customer’s re-imaging. While all efforts are made to hold the customer accountable for its commitment, there is the risk that a significant amount of inventory could be deemed obsolete and no longer usable which could result in significant inventory write-offs. If we are unable to adequately protect our intellectual property, we may lose some of our competitive advantage. Our success is determined in part by our ability to obtain United States and foreign patent protection for our technology and to preserve our trade secrets. Our ability to compete and the ability of our business to grow could suffer if our intellectual property rights are not adequately protected. There can be no assurance that our patent applications will result in patents being issued or that current or additional patents will afford protection against competitors. We rely on a combination of patents, copyrights, trademarks and trade secret protection and contractual rights to establish and protect our intellectual property. Failure of our patents, copyrights, trademarks and trade secret protection, non-disclosure agreements and other measures to provide protection of our technology and our intellectual property rights could enable our competitors to more effectively compete with us and have an adverse effect on our business, financial condition and results of operations. In addition, our trade secrets and proprietary know-how may otherwise become known or be independently discovered by others. No guarantee can be given that others will not independently develop substantially equivalent proprietary information or techniques, or otherwise gain access to our proprietary technology. ITEM 1B. UNRESOLVED STAFF COMMENTS None. ITEM 2. PROPERTIES The Company has fourteen facilities: Description Size Location Status 1) 2) 3) 4) LSI Industries Corporate Headquarters and lighting fixture manufacturing 243,000 sq. ft. (includes 66,000 sq. ft. of office space) Cincinnati, OH Owned LSI Industries pole manufacturing and dry powder-coat painting 122,000 sq. ft. Cincinnati, OH Owned LSI Metal Fabrication and LSI Images manufacturing and dry powder-coat painting 98,000 sq. ft. (includes 5,000 sq. ft. of office space) Independence, KY Owned LSI Integrated Graphics office; screen printing manufacturing; and architectural graphics manufacturing 156,000 sq. ft. (includes 34,000 sq. ft. of office space) Houston, TX Leased 5) LSI Industries sales and engineering office 9,000 sq. ft. (includes 3,000 sq. ft. Dallas, TX Leased of office space) 6) Grady McCauley office and manufacturing 210,000 sq. ft. (includes 20,000 sq. North Canton, OH Owned 7) LSI MidWest Lighting office and manufacturing ft. of office space) 163,000 sq. ft. (includes 6,000 sq. ft. of office space and 27,000 sq. ft. of leased warehouse space) ‐ 11 ‐ Kansas City, KS Owned 8) LSI Retail Graphics office and manufacturing 57,000 sq. ft. (includes 11,000 sq. ft. of office space) Woonsocket, RI Owned (a) 9) LSI Lightron office and manufacturing 170,000 sq. ft. (includes 10,000 sq. ft. of office space) New Windsor, NY Owned and Leased (b) 10) LSI Adapt offices 2,000 sq. ft. North Canton, OH Charlotte, NC Owned Leased 11) LSI Saco Technologies office and manufacturing 29,000 sq. ft. (includes 6,000 sq. ft. of office space) Montreal, Canada Leased 12) LSI ADL Technology office and manufacturing 57,000 sq. ft. (includes 11,000 sq. ft. of office space) Columbus, OH Owned 13) LSI Virticus office and manufacturing/assembly 11,000 sq. ft. (includes 5,000 sq. ft. of office space) Beaverton, OR Leased (a) This represents two facilities. (b) The land at this facility is leased and the building is owned. The Company considers these facilities (total of 1,327,000 square feet) adequate for its current level of operations. ITEM 3. LEGAL PROCEEDINGS Nothing to report. ITEM 4. MINE SAFETY DISCLOSURES None. PART II ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES (a) Common share information appears in Note 15 — SUMMARY OF QUARTERLY RESULTS (UNAUDITED) under “Range of share prices” beginning on page F-41 of this Form 10-K. Information related to “Earnings (loss) per share” and “Cash dividends paid per share” appears in SELECTED FINANCIAL DATA on page F-43 of this Form 10-K. LSI’s shares of common stock are traded on the NASDAQ Global Select Market under the symbol “LYTS.” The Company’s policy with respect to dividends is to pay a quarterly cash dividend representing a payout ratio of between 50% and 70% of the then current fiscal year net income forecast. Accordingly, the Board of Directors established an annual cash dividend rate of $0.24 per share beginning with the first quarter of fiscal 2013 consistent with the above dividend policy. This $0.24 per share indicated annual cash dividend rate was reaffirmed by the Company’s Board of Directors for fiscal 2014 as well. In addition to the four quarterly dividend payments, the Company may declare a special year-end cash and/or stock dividend. The Company has paid annual cash dividends beginning in fiscal 1987 through fiscal 1994, and quarterly cash dividends since fiscal 1995. At August 26, 2013, there were 502 shareholders of record. The Company believes this represents approximately 3,000 beneficial shareholders. (b) 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, as investments of employees/participants of the LSI Industries Inc. Non-Qualified Deferred Compensation Plan. Purchases of Company common shares for this Plan in the fourth quarter of fiscal 2013 were as follows: ‐ 12 ‐ ISSUER PURCHASES OF EQUITY SECURITIES (a) Total Number of (b) Average Part of Publicly (d) Maximum Number (c) Total Number of (or Approximate Dollar Shares Purchased as Value) of Shares that May Yet Be Purchased Period 4/1/13 to 4/30/13 5/1/13 to 5/31/13 6/1/13 to 6/30/13 Total Shares Price Paid Announced Plans or Under the Plans or Purchased per Share 772 $ 976 $ 655 $ 2,403 $ 6.99 8.01 7.98 7.67 Programs Programs 772 976 655 2,403 (1) (1) (1) (1) (1) All acquisitions of shares reflected above have been made in connection with the Company’s Non-Qualified Deferred Compensation Plan, which does not contemplate a limit on shares to be acquired. The following graph compares the cumulative total shareholder return on the Company’s common shares during the five fiscal years ended June 30, 2013 with a cumulative total return on the NASDAQ Stock Market Index (U.S. companies) and the Dow Jones Electrical Equipment Index. The comparison assumes $100 was invested June 30, 2008 in the Company’s Common Shares and in each of the indexes presented; it also assumes reinvestment of dividends. COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN* Among LSI Industries Inc., the NASDAQ Composite Index, and the Dow Jones US Electrical Components & Equipment Index $180 $160 $140 $120 $100 $80 $60 $40 $20 $0 6/08 6/09 6/10 6/11 6/12 6/13 LSI Industries Inc. NASDAQ Composite Dow Jones US Electrical Components & Equipment *$100 invested on 6/30/08 in stock or index, including reinvestment of dividends. Fiscal year ending June 30. Copyright© 2013 Dow Jones & Co. All rights reserved. The stock price performance included in this graph is not necessarily indicative of future stock price performance. ‐ 13 ‐ ITEM 6. SELECTED FINANCIAL DATA “Selected Financial Data” begins on page F-43 of this Form 10-K. ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS “Management’s Discussion and Analysis of Financial Condition and Results of Operations” appears on pages F-1 through F-15 of this Form 10-K. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The Company is exposed to market risk from changes in variable interest rates, changes in prices of raw materials and component parts, and changes in foreign currency translation rates. Each of these risks is discussed below. Interest Rate Risk The Company earns interest income on its cash, cash equivalents, and short-term investments (if any) and pays interest expense on its debt (if any). Because of variable interest rates, the Company is exposed to the risk of interest rate fluctuations, which impact interest income, interest expense, and cash flows. With the current balance in the Company’s short-term cash investments and absence of any outstanding variable rate debt, the adverse exposure to interest rate fluctuations has decreased considerably. All of the Company’s $35,000,000 available lines of credit are subject to interest rate fluctuations, should the Company borrow on these lines of credit. Additionally, the Company expects to generate cash from its operations that will subsequently be used to pay down as much of the debt (if any is outstanding) as possible or invest cash in short-term investments (if no debt is outstanding), while still funding the growth of the Company. Raw Material Price Risk The Company purchases large quantities of raw materials and components, mainly steel, aluminum, light bulbs, fluorescent tubes, lighting ballasts, sockets, wire harnesses, plastic lenses, glass lenses, vinyls, inks, LEDs, electronic components, and corrugated cartons. The Company’s operating results could be affected by the availability and price fluctuations of these materials. The Company uses multiple suppliers, has alternate suppliers for most materials, and has no significant dependence on any single supplier. Other than the possibility of industry-wide electronic component supply shortages and the potential shortage in rare earth minerals used in fluorescent lamps, the Company has not experienced any significant supply problems in recent years. Supply shortages of certain electronic components and certain other parts in fiscal 2012 and fiscal 2013 have caused some production and shipment delays, and the Company is dealing with some increased supply chain lead times. Price risk for these materials is related to increases in commodity items that affect all users of the materials, including the Company’s competitors. For the fiscal year ended June 30, 2013, the raw material component of cost of goods sold subject to price risk was approximately $132 million. The Company does not actively hedge or use derivative instruments to manage its risk in this area. The Company does, however, seek new vendors, negotiate with existing vendors, and at times commit to minimum volume levels to mitigate price increases. The Company negotiates supply agreements with certain vendors to lock in prices over a negotiated period of time. On occasion, the Company’s Lighting Segment has announced price increases with customers in order to offset raw material price increases; however, no such increase occurred in fiscal 2013. While competitors of the Company’s lighting business have announced similar price increases, the lighting market remains very price competitive. The Company’s Graphics Segment generally establishes new sales prices, reflective of the then current raw material prices, for each custom graphics program as it begins. Foreign Currency Translation Risk As a result of the operation of a subsidiary in Montreal, Canada, the Company is exposed to fluctuations in foreign currency exchange rates in the operation of its Canadian business. However, a substantial amount of this business is ‐ 14 ‐ conducted in U.S. Dollars, therefore, any potential risk is deemed immaterial. Additionally, the financial transactions and financial statements of this subsidiary are recorded in U.S. Dollars. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Index to Financial Statements Financial Statements: Management’s Report on Internal Control Over Financial Reporting Report of Independent Registered Public Accounting Firm Report of Independent Registered Public Accounting Firm Consolidated Statements of Operations for the years ended June 30, 2013, 2012, and 2011 Consolidated Balance Sheets at June 30, 2013 and 2012 Consolidated Statements of Shareholders’ Equity for the years ended June 30, 2013, 2012, and 2011 Consolidated Statements of Cash Flows for the years ended June 30, 2013, 2012, and 2011 Notes to Consolidated Financial Statements Financial Statement Schedules: II — Valuation and Qualifying Accounts for the years ended June 30, 2013, 2012, and 2011 Begins on Page F-16 F-17 F-18 F-19 F-20 F-22 F-23 F-24 F-44 Schedules other than those listed above are omitted for the reason(s) that they are either not applicable or not required or because the information required is contained in the financial statements or notes thereto. Selected quarterly financial data is found in Note 15 of the accompanying consolidated financial statements. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. ITEM 9A. CONTROLS AND PROCEDURES Disclosure Controls and Procedures The Company maintains disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d- 15(e) under the Securities Exchange Act of 1934 as amended (the “Exchange Act”)) that are designed to ensure that information required to be disclosed in the Company’s reports under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including the Company’s Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. The Company periodically reviews the design and effectiveness of its disclosure controls and internal control over financial reporting. The Company makes modifications to improve the design and effectiveness of its disclosure controls and internal control structure, and may take other corrective action, if its reviews identify a need for such modifications or actions. The Company’s disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives. As of the end of the period covered by this Form 10-K, an evaluation was completed under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, regarding the design and effectiveness of our disclosure controls and procedures. Based on this evaluation, our management, including ‐ 15 ‐ our principal executive officer and principal financial officer, has concluded that our disclosure controls and procedures were effective as of June 30, 2013. Changes in Internal Control There were no changes in the Company’s 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 June 30, 2013, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. See Management’s Report on Internal Control Over Financial Reporting on page F-16. ITEM 9B. OTHER INFORMATION None. PART III ITEMS 10, 11, 12, 13 and 14 of Part III are incorporated by reference to the LSI Industries Inc. Proxy Statement for its Annual Meeting of Shareholders to be held November 21, 2013, as filed with the Commission pursuant to Regulation 14A. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS The description of equity compensation plans required by Regulation S-K, Item 201(d) is incorporated by reference to the LSI Industries Inc. Proxy Statement for its Annual Meeting of Shareholders to be held November 21, 2013, as filed with the Commission pursuant to Regulation 14A. The following table presents information about the Company’s equity compensation plans (LSI Industries Inc. 1995 Stock Option Plan, the 2003 Equity Compensation Plan and the 2012 Stock Incentive Plan) as of June 30, 2013. Plan category Equity compensation plans approved by security holders Equity compensation plans not approved by security holders Total (a) (b) Number of securities to Weighted average be issued upon exercise price of exercise of outstanding options, warrants and outstanding options, (excluding securities warrants and rights reflected in column (a)) compensation plans rights (c) Number of securities remaining available for future issuance under equity 2,341,150 — 2,341,150 $9.95 — $9.95 1,102,236 — 1,102,236 ‐ 16 ‐ PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) The following documents are filed as part of this report: (1) Consolidated Financial Statements Appear as part of Item 8 of this Form 10-K. (2) Exhibits — Exhibits set forth below are either on file with the Securities and Exchange Commission and are incorporated by reference as exhibits hereto, or are filed with this Form 10-K. Exhibit No. Exhibit Description 3.1 Articles of Incorporation of LSI (incorporated by reference to Exhibit 3.1 to LSI’s Form S-3 Registration Statement File No. 33-65043). 3.2 Amended Article Fourth of LSI’s Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to LSI’s Form 8-K filed November 19, 2009). 3.3 Amended and Restated Code of Regulations of LSI (incorporated by reference to Exhibit 3 to LSI’s Form 8-K filed January 22, 2009). 4.1 Form of Senior Indenture (incorporated by reference to Exhibit 4.3 to LSI’s Form S-3 Registration Statement File No. 333-169266 filed on September 8, 2010). 4.2 Form of Subordinated Indenture (incorporated by reference to Exhibit 4.4 to LSI’s Form S-3 Registration Statement File No. 333-169266 filed on September 8, 2010). 10.1 Credit Agreement by and among LSI as the Borrower, the banks party thereto as the lenders thereunder, PNC Bank National Association as the Administrative Agent and the Syndication Agent, Dated as of March 30, 2001 (incorporated by reference to Exhibit 4 to LSI’s Form 10-K for the fiscal year ended June 30, 2001). 10.2 Amendment No. 6 to Credit Agreement dated January 12, 2007 among the Registrant, PNC Bank, National Association, in its capacity as Lender and The Fifth Third Bank (incorporated by reference to Exhibit 10.1 to LSI’s Form 8-K filed January 17, 2007). 10.3 Amendment to Credit Agreement dated March 27, 2012 among the Registrant, PNC Bank, National Association, in its capacity as administrative agent and syndication agent, PNC Bank, National Association, in its capacity as lender and The Fifth Third Bank (incorporated by reference to exhibit 10.3 to LSI’s Form 10-K filed September 6, 2012). 10.4 Amendment to Credit Agreement dated April 11, 2011 among the Registrant, PNC Bank, National Association, in its capacity as syndication agent and administrative agent, PNC Bank, National Association, in its capacity as lender and The Fifth Third Bank (incorporated by reference to Exhibit 10.3 to LSI’s Form 10-K filed August 26, 2011). 10.5 Amendment to Credit Agreement dated November 4, 2009 among the Registrant, PNC Bank, National Association, in the capacity as syndication agent and administrative agent, PNC Bank, National Association, in its capacity as lender and Fifth Third Bank (incorporated by reference to Exhibit 10.1 to LSI’s Form 10-Q for the quarter ended September 30, 2009). 10.6 Loan Agreement dated January 12, 2007 among The Fifth Third Bank, LSI Saco Technologies Inc. and LSI, as guarantor (incorporated by reference to Exhibit 10.2 to LSI’s Form 8-K filed January 17, 2007). 10.7 Continuing and Unlimited Guaranty Agreement dated January 12, 2007 executed by the Registrant (incorporated by reference to Exhibit 10.3 to LSI’s Form 8-K filed January 17, 2007). 10.8 First Amendment to Loan Agreement and Guaranty dated as of June 8, 2007 among the Registrant, LSI Saco ‐ 17 ‐ Technologies Inc., and Fifth Third Bank (incorporated by reference to Exhibit 10.1 to LSI’s Form 8-K filed June 11, 2007). 10.9* LSI Industries Inc. Retirement Plan (Amended and Restated as of July 1, 2012) (incorporated by reference to Exhibit 10.9 to LSI’s Form 10-K filed September 6, 2012). 10.10* LSI Industries Inc. 1995 Directors’ Stock Option Plan (Amended as of December 6, 2001) (incorporated by reference to Exhibit 10 to LSI’s Form S-8 Registration Statement File No. 333-100038). 10.11* LSI Industries Inc. 1995 Stock Option Plan (Amended as of December 6, 2001) (incorporated by reference to Exhibit 10 to LSI’s Form S-8 Registration Statement File No. 333-100039). 10.12* LSI Industries Inc. 2003 Equity Compensation Plan (Amended and Restated through November 19, 2009) (incorporated by reference to Exhibit 10.1 to LSI’s Form 8-K filed November 19, 2009). 10.13* Trust Agreement Establishing the Rabbi Trust Agreement by and between LSI Industries Inc. and Prudential Bank & Trust, FSB (incorporated by reference to Exhibit 10.1 to LSI’s Form 8-K filed January 5, 2006). 10.14* LSI Industries Inc. Nonqualified Deferred Compensation Plan (Amended and Restated as of November 18, 2010) (incorporated by reference to Exhibit 10.1 to LSI’s Form 8-K filed November 24, 2010). 10.15* Amended Agreement dated January 25, 2005 with Robert J. Ready (incorporated by reference to Exhibit 10.1 to LSI’s Form 8-K filed January 27, 2005). 10.16* Amended Agreement dated January 25, 2005 with James P. Sferra (incorporated by reference to Exhibit 10.2 to LSI’s Form 8-K filed January 27, 2005). 10.17 Amendment to Credit Agreement dated March 28, 2013 among the Registrant PNC Bank, National Association, in its capacity as administrative agent and syndication agent, PNC Bank, National Association, in its capacity as lender and the Fifth Third Bank (incorporated by reference to Exhibit 10.1 to LSI’s Form 10-Q for the quarter ended March 31, 2013). 10.18* Corporate Officer 2014 Incentive Plan (incorporated by reference to Exhibit 10.1 to LSI’s Form 8-K filed August 26, 2013). 10.19* Amended and Restated 2012 Stock Incentive Plan as of August 21, 2013 (incorporated by reference to Exhibit 10.1 to LSI’s Form 8-K filed August 26, 2013). 10.20* Change of Control Policy (incorporated by reference to Exhibit 10.1 to LSI’s Form 8-K filed October 3, 2011). 14 Code of Ethics (incorporated by reference to Exhibit 14 to LSI’s Form 10-K for the fiscal year ended June 30, 2004). 21 Subsidiaries of the Registrant 23.1 Consent of Independent Registered Public Accounting Firm (Grant Thornton LLP) 24 Power of Attorney (included as part of signature page) 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 18 U.S.C. Section 1350 Certification of Principal Executive Officer 32.2 18 U.S.C. Section 1350 Certification of Principal Financial Officer ‐ 18 ‐ 101.INS XBRL Instance Document 101.SCH XBRL Taxonomy Extension Schema 101.CAL XBRL Taxonomy Extension Calculation Linkbase 101.LAB XBRL Taxonomy Extension Label Linkbase 101.PRE XBRL Taxonomy Extension Presentation Linkbase 101.DEF XBRL Taxonomy Extension Definition Document * Management Compensatory Agreements LSI will provide shareholders with any exhibit upon the payment of a specified reasonable fee, which fee shall be limited to LSI’s reasonable expenses in furnishing such exhibit. The exhibits identified herein as being filed with the SEC have been so filed with the SEC but may not be included in this version of the Annual Report to Shareholders. ‐ 19 ‐ Pursuant to the requirements of Section 13 or 15(d) 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. SIGNATURES September 6, 2013 Date LSI INDUSTRIES INC. BY: /s/ Robert J. Ready Robert J. Ready Chairman of the Board and Chief Executive Officer We, the undersigned directors and officers of LSI Industries Inc. hereby severally constitute Robert J. Ready and Ronald S. Stowell, and each of them singly, our true and lawful attorneys with full power to them and each of them to sign for us, in our names in the capacities indicated below, any and all amendments to this Annual Report on Form 10-K filed with the Securities and Exchange Commission. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature /s/ Robert J. Ready Robert J. Ready Date: September 6, 2013 /s/ Ronald S. Stowell Ronald S. Stowell Date: September 6, 2013 /s/ Robert P. Beech Robert P. Beech Date: September 6, 2013 /s/ Gary P. Kreider Gary P. Kreider Date: September 6, 2013 /s/ Dennis B. Meyer Dennis B. Meyer Date: September 6, 2013 /s/ Wilfred T. O’Gara Wilfred T. O’Gara Date: September 6, 2013 /s/ Mark A. Serrianne Mark A. Serrianne Date: September 6, 2013 /s/ James P. Sferra James P. Sferra Date: September 6, 2013 Title Chairman of the Board and Chief Executive Officer (Principal Executive Officer) Vice President, Chief Financial Officer, and Treasurer (Principal Financial and Accounting Officer) Director Director Director Director Director Executive Vice President — Manufacturing, Secretary, and Director ‐ 20 ‐ MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The Company’s “forward looking statements” and disclosures as presented earlier in this Form 10-K in the “Safe Harbor” Statement, as well as the Company’s consolidated financial statements and accompanying notes presented later in this Form 10-K should be referred to when reading Management’s Discussion and Analysis of Financial Condition and Results of Operations. Net Sales by Business Segment (In thousands) Lighting Segment Graphics Segment Electronic Components Segment All Other Category Total Net Sales Operating Income (Loss) by Business Segment (In thousands) Lighting Segment Graphics Segment Electronic Components Segment All Other Category Corporate and Eliminations Total Operating Income Summary Comments 2013 206,363 46,770 20,333 7,324 280,790 2013 10,092 (1,253) (916) (1,451) (5,842) 630 $ $ $ $ 2012 199,610 42,131 18,515 8,146 268,402 2012 11,828 (1,938) 3,634 (1,114) (6,079) 6,331 $ $ $ $ $ $ $ $ 2011 197,632 67,073 21,449 7,347 293,501 2011 9,901 7,895 7,886 (543) (8,835) 16,304 Fiscal 2013 net sales of $280,790,000 increased $12.4 million or 4.6% as compared to fiscal 2012. Net sales were favorably influenced by increased net sales of the Lighting Segment (up $6.8 million or 3.4%), the Graphics Segment (up $4.6 million of 11.0%), and the Electronic Components Segment (up $1.8 million or 9.8%). Net sales were unfavorably influenced by the All Other Category (down $0.8 million or 10.1%). Net sales to the petroleum / convenience store market, the Company’s largest niche market, were $76,389,000 or 27.2% of total net sales and $71,241,000 or 26.5% of total net sales in fiscal 2013 and 2012, respectively. The Company recorded goodwill impairment expense in fiscal 2013 totaling $2,413,000 in the Electronic Components Segment and in fiscal 2012 totaling $258,000 in the Graphics Segment. There was no goodwill impairment expense in fiscal 2011. There was no intangible asset impairment expense in fiscal 2013, 2012 or 2011. The Company recorded acquisition-related and other professional fees expenses in fiscal 2012, totaling $610,000 ($25,000 of inventory adjustments related to acquisition fair value accounting on the opening balance sheet of LSI Virticus and $585,000 of acquisition transaction costs and related expenses for the acquisition of LSI Virticus). There were no such similar significant expenses in fiscal 2013 and 2011. See also the section below on Non-GAAP Financial Measures. The Company’s total net sales related to solid-state LED technology in light fixtures and video screens for sports, advertising and entertainment markets have been recorded as indicated in the table below. In addition, the Company sells certain elements of graphic identification programs that contain solid-state LED light sources. F ‐ 1 (In thousands) First Quarter Second Quarter First Half Third Quarter Nine Months Fourth Quarter Full Year LED Net Sales FY 2013 FY 2012 % Change $ $ 23,809 $ 18,724 42,533 18,794 61,327 18,305 79,632 $ 15,842 20,471 36,313 17,285 53,598 19,802 73,400 50.3% (8.5)% 17.1% 8.7% 14.4% (7.6)% 8.5% LED net sales include sales of LED lighting products, certain graphics products containing LEDs, and LED video and sports screens. Fiscal 2013 LED net sales of $79,632,000 were up $6.2 million or 8.5% from the same period of the prior year. The $79,632,000 total LED net sales and the $6.2 million increase are primarily the result of Lighting Segment LED net sales of $77.5 million (up $6.7 million or 9.5%), which is comprised of $71.4 million of light fixtures having solid-state LED technology and $6.0 million related to video screens, Graphics Segment LED net sales of $1.3 million (up $0.3 million or 32.9%), and All Other Category LED net sales of $0.9 million (down $0.8 million or 47.7%). Fiscal 2012 net sales of $268,402,000 decreased $25.1 million or 8.6% as compared to fiscal 2011. Net sales were favorably influenced by increased net sales of the Lighting Segment (up $2.0 million or 1.0%) and the All Other Category (up $0.8 million or 10.9%). Net sales were unfavorably influenced by Graphics Segment (down $24.9 million or 37.2%), and the Electronic Components Segment (down $2.9 million or 13.7%). Net sales to the petroleum / convenience store market, the Company’s largest niche market, were $71,241,000 or 26.5% of total net sales and $102,357,000 or 34.9% of total net sales in fiscal 2012 and 2011, respectively. The $31.1 million or 30.4% drop is primarily due to the completion of the program with 7-Eleven, Inc., who replaced traditional canopy, site and sign lighting with solid-state LED lighting. Net sales to this petroleum / convenience store customer are reported in both the Lighting and Graphics segments. Non-GAAP Financial Measures The Company believes it is appropriate to evaluate its performance after making adjustments to net income for the 2013 and 2012 fiscal years reported in conformity with accounting principals generally accepted in the United States of America (U.S. GAAP). Adjusted net income and earnings per share, which exclude the impact of the LSI Virticus acquisition transaction costs and related expenses, goodwill asset impairments, and the reversal of the contingent Earn-Out liability, are non-GAAP financial measures. 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 this non-GAAP measure to net income for the periods indicated. F ‐ 2 (In thousands, except per share data; unaudited) Amount Reconciliation of net income (loss) to adjusted net income: FY 2013 Diluted EPS FY 2012 FY 2011 Diluted Diluted Amount EPS Amount EPS Net income (loss) as reported $ (123) $ (0.01) $ 3,224 $ 0.13 $ 10,828 $ 0.44 (897)(1) (0.04) — — — — Adjustment for the reversal of a contingent Earn-Out liability, inclusive of income tax effect Adjustment for the acquisition transaction costs, related expenses, and acquisition-related fair value inventory adjustments, inclusive of the income tax effect — — 373(2) 0.02 — — — Adjustment for goodwill impairments, inclusive of the income tax effect 2,413(3) 0.10 258(4) 0.01 — Adjusted net income and earnings per share $ 1,393 $ 0.05 $ 3,855 $ 0.16 $ 10,828 $ 0.44 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) (2) (3) (4) $0 $237 $0 $0 Results of Operations 2013 Compared to 2012 Lighting Segment (In thousands) Net Sales Gross Profit Operating Income 2013 2012 $ $ $ 206,363 $ 47,381 $ 10,092 $ 199,610 46,463 11,828 Lighting Segment net sales of $206,363,000 in fiscal 2013 increased 3.4% from fiscal 2012 net sales of $199,610,000. The $6.8 million increase in Lighting Segment net sales is primarily the net result of a $1.2 million or 1.3% net increase in lighting sales to our niche and national accounts markets (petroleum / convenience store sales were up 5%, retail national net sales were down 46%, quick-service restaurant market sales were up 87%, and automotive market net sales were up 52%), a $1.2 million or 7.5% increase in lighting sales to the international markets, a $4.1 million or 220% increase in LED video screens, and a $0.2 million or 0.2% increase in commissioned net sales to the commercial / industrial lighting market. The Company replaced certain commissioned sales representatives during fiscal 2013, which has the short-term effect of disrupting sales with a view towards strategic sales growth in the long-term. Sales of lighting to the petroleum / convenience store market represented 28% of Lighting Segment net sales in both fiscal years 2013 and 2012. Lighting Segment net sales of lighting to this, the Company’s largest niche market, were up 5.0% from last year to $58,326,000. The petroleum / convenience store market has been, and will continue to be, a very important niche market for the Company. The Lighting Segment’s net sales of light fixtures having solid-state LED technology totaled $71.4 F ‐ 3 million in fiscal 2013, representing a 3.7% increase from fiscal 2012 net sales of solid-state LED light fixtures of $68.9 million. The Lighting Segment’s net sales related to LED video screens totaled $6.0 million in fiscal 2013, representing a $4.1 million or 220% increase from fiscal 2012 net sales of $1.9 million. Gross profit of $47,381,000 in fiscal 2013 increased $0.9 million or 2.0% from fiscal 2012, and decreased from 23.0% to 22.7% as a percentage of Lighting Segment net sales (customer plus inter-segment net sales). The increase in amount of gross profit is due to the net effect of increased net sales, competitive pricing pressures, efficiencies gained in direct labor, increased overhead absorption, an increase in inventory reserves against inventory deemed obsolete and no longer useable ($0.8 million), increased employee compensation and benefits expense ($2.2 million), increased customer relations expense ($0.7 million), decreased warranty expense ($1.0 million), increased supplies expense ($0.4 million), decreased outside service expense ($0.3 million), and decreased depreciation expense ($0.3 million). Selling and administrative expenses of $37,289,000 in fiscal 2013 increased $2.7 million or 7.7% from fiscal 2012 primarily as the net result of increased employee compensation and benefits expense ($1.2 million), decreased customer relations expense ($0.2 million), increased research and development expense ($0.7 million), increased sales commission ($1.5 million), and decreased amortization expense ($0.3 million). The Lighting Segment fiscal 2013 operating income of $10,092,000 decreased $1.7 million or 14.7% from operating income of $11,828,000 in fiscal 2012. This decrease of $1.7 million was primarily the net result of increased net sales, competitive pricing pressures, increased overhead absorption, increased commission expense, increased research and development expense, and increased employee compensation and benefit expense. Graphics Segment (In thousands) Net Sales Gross Profit Operating (Loss) 2013 2012 $ $ $ 46,770 $ 7,597 $ (1,253) $ 42,131 6,765 (1,938) Graphics Segment net sales of $46,770,000 in fiscal 2013 increased 11.0% from fiscal 2012 net sales of $42,131,000. The $4.6 million increase in Graphics Segment net sales is primarily the net result of image conversion programs and sales to several petroleum / convenience store customers ($0.9 million net decrease), two grocery retailers ($6.7 million increase), two national drug store retailers ($2.5 million decrease), two quick-service restaurant chains ($1.5 million decrease), several retail chains ($1.7 million increases) and changes in volume or completion of several other smaller graphics programs ($1.1 million increase). Sales of graphics products and services to the petroleum / convenience store market represented 39% and 37% of Graphics Segment net sales in fiscal years 2013 and 2012, respectively. Graphics Segment net sales of graphics to this, the Company’s largest niche market, were up 15.3% from last year to $18,063,000. The petroleum / convenience store market has been, and will continue to be, a very important niche market for the Company. The Graphics Segment net sales of graphic identification products that contain solid-state LED light sources and LED lighting for signage totaled $1.3 million in fiscal 2013 compared to $1.0 million in fiscal 2012. Image and brand programs, whether full conversions or enhancements, are important to the Company’s strategic direction. Image programs include situations where our customers refurbish their retail sites around the country by replacing some or all of the lighting, graphic elements, menu board systems and possibly other items they may source from other suppliers. These image programs often take several quarters to complete and involve both our customers’ corporate- owned sites as well as their franchisee-owned sites, the latter of which involve separate sales efforts by the Company with each franchisee. The Company may not always be able to replace net sales immediately when a large image conversion program has concluded. Brand programs typically occur as new products are offered or new departments are created within existing retail stores. Relative to net sales to a customer before and after an image or brand program, net sales during the program are typically significantly higher, depending upon how much business is awarded to the Company. Sales related to a customer’s image or brand program are reported in either the Lighting Segment, Graphics Segment, or the All Other Category depending upon the product and/or service provided. F ‐ 4 Gross profit of $7,597,000 in fiscal 2013 increased $0.8 million or 12.3% from fiscal 2012, and increased from 15.5% to 15.6% as a percentage of Graphics Segment net sales (customer plus inter-segment net sales). The increase in amount of gross profit is due to the net effect of increased net sales, increased overhead absorption, increased freight costs as a percentage of sales, increased benefits and compensation ($0.7 million), increased warranty costs ($0.3 million), increased customer relations expense ($0.1 million); decreased repairs and maintenance expense ($0.2 million); and increased outside service expense ($0.1 million). Selling and administrative expenses of $8,850,000 in fiscal 2013 increased $0.4 million or 4.8% from the same period of fiscal 2012 primarily as a result of increased benefits and compensation expense ($0.4 million) and increased outside services ($0.1 million). In fiscal 2012, the Graphics Segment recorded a goodwill impairment expense of $0.3 million with no comparable expense in fiscal 2013. The Graphics Segment fiscal 2013 operating loss of $(1,253,000) improved $0.7 million from the operating loss of $(1,938,000) in the same period of fiscal 2012 and is the net result of increased sales, increased gross margin, increased selling and administrative expenses, and a goodwill impairment charge in fiscal 2012 with no comparable expense in fiscal 2013. Electronic Components Segment (In thousands) Net Sales Gross Profit Operating Income (Loss) 2013 2012 $ $ $ 20,333 $ 5,318 $ (916) $ 18,515 5,815 3,634 Electronic Components Segment net sales of $20,333,000 in fiscal 2013 increased 9.8% from fiscal 2012 net sales of $18,515,000. The $1.8 million increase in Electronic Components Segment net sales is primarily the net result of a $0.5 million decrease in sales to the telecommunications market, a $1.5 million increase in sales to the transportation market, a $0.1 million decrease in sales to original equipment manufacturers, a $0.3 million decrease in sales to the medical markets, and a $1.3 million increase in sales to various other markets. In addition to the Segment’s increase in customer sales, its inter-segment sales increased 20.5% due to increased intercompany demand of LED circuit board assemblies used in light fixtures having solid-state LED technology. Gross profit of $5,318,000 in fiscal 2013 decreased $0.5 million or 8.5% from fiscal 2012, and decreased from 14.3% to 11.3% as a percentage of Electronic Components Segment net sales (customer plus inter-segment net sales). The $0.5 million decrease in amount of gross profit is due to the net effect of increased customer net sales, the effect of increased inter-segment sales on the gross profit margin percentage, competitive pricing pressures, increased material costs, increased employee compensation and benefit expense ($0.6 million), increased supplies ($0.2 million), increased outside service expense ($0.4 million), increased rent expense ($0.1 million), and a net increase in warranty expense ($0.2 million). The largest impact affecting the drop in gross profit is the Company’s new lighting controls business, LSI Virticus. Current sales of lighting controls have not been enough to cover fixed overhead expenses invested in this recently acquired subsidiary. Besides traditional manufacturing expenses, the company also incurred warranty charges of $0.3 million related to the first generation control systems. Selling and administrative expenses of $3,821,000 in fiscal 2013 increased $1.6 million or 75.2% from fiscal 2012 primarily as the result of increased employee compensation and benefits expense ($0.3 million), increased research and development expense related to lighting controls ($0.7 million), increased amortization expense ($0.1 million), and increased outside service expense ($0.2 million). The Company’s new lighting controls business is contributing to most of the increase in selling and administrative expenses with a full fiscal year of expenses in fiscal 2013 compared to approximately three months of expense recorded in fiscal 2012. In fiscal 2013, the Electronic Components Segment recorded a goodwill impairment expense of $2.4 million with no comparable expense in fiscal 2012. The Electronic Components Segment fiscal 2013 operating loss of $(916,000) decreased $4.6 million from operating income of $3,634,000 in fiscal 2012. The $4.6 million decrease from operating income in fiscal 2012 to an operating loss in fiscal 2013 was the net result of increased net sales, decreased gross profit (mostly due to the Company’s new lighting controls business, LSI Virticus), increased selling and administrative expenses (most notably the increase in research and development costs associated with LSI Virticus, as the Company invests in new product offerings), and a goodwill impairment charge of $2.4 million in fiscal 2013 with no comparable expense in fiscal 2012. F ‐ 5 All Other Category (In thousands) Net Sales Gross Profit Operating (Loss) 2013 2012 $ $ $ 7,324 $ 613 $ (1,451) $ 8,146 1,554 (1,114) All Other Category net sales of $7,324,000 in fiscal 2013 decreased $0.8 million or 10.1% from fiscal 2012 net sales of $8,146,000. The $0.8 million decrease in the All Other Category net sales is primarily the net result of net increased sales of menu board systems ($0.2 million), decreased project management net sales ($0.2 million), and decreased net sales of LED video screen and specialty LED lighting sales to the Entertainment and other markets ($0.8 million). Inter-segment sales increased 15.6% primarily as a result of LSI Adapt providing increased intercompany project management support. Gross profit of $613,000 in fiscal 2013 decreased $0.9 million or 60.6% from fiscal 2012. The $0.9 million decrease in gross profit is the net result of decreased net customer sales, increased inter-segment sales at a lower gross margin as a percentage of sales, and an inventory reserve of $1.2 million against inventory deemed technologically obsolete and no longer useable at our Canadian operation. Selling and administrative expenses of $2,064,000 in fiscal 2013 decreased $0.6 million or 22.6% as compared to the same period of the prior year. The decrease in selling and administrative expense is the net result of increased benefit and compensation expense ($0.1 million) offset by lower research and development expense ($0.6 million). The All Other Category fiscal 2013 operating loss of $(1,451,000) compares to an operating loss of $(1,114,000) in fiscal 2012. This $0.3 million increase in operating loss was the net result of decreased net sales, an increase in obsolete inventory reserves, and decreased selling and administrative expenses. Corporate and Eliminations (In thousands) Gross Profit Operating (Loss) 2013 2012 $ $ (499) $ (5,842) $ (284) (6,079) The negative gross profit relates to the intercompany profit in inventory elimination. Selling and administrative expenses of $5,343,000 in fiscal 2013 decreased $0.5 million or 7.8% from the prior year. The decrease in expenses is the net result of increased employee compensation and benefit expense ($0.9 million), decreased depreciation expense ($0.3 million), increased repairs and maintenance expense ($0.1 million), acquisition deal costs of $0.4 million in fiscal 2012 with no comparable expense in fiscal 2013, and a reduction of the contingent Earn-Out liability related to the Virticus acquisition ($0.9 million as further discussed in Note 13). F ‐ 6 Consolidated Results The Company reported net interest expense of $15,000 in fiscal 2013 as compared to net interest expense of $140,000 in fiscal 2012. Commitment fees related to the unused portions of the Company’s lines of credit and interest income on invested cash are included in the net interest expense amounts in both fiscal 2013 and 2012 above. The primary reasons for the drop in net interest expense from fiscal 2012 to fiscal 2013 can be attributed to the payoff of a mortgage in fiscal 2012 for which there was no corresponding mortgage interest expense in fiscal 2013 and the reversal in fiscal 2013 of the accrued interest expenses associated with the Earn-Out liability. The $738,000 income tax expense in fiscal 2013 represents consolidated tax expense related to a pre-tax profit of $630,000. The relationship between tax expense which is greater than pre-tax profit is the net result of an income tax rate of 33.6% for the Company’s U.S. operations, influenced by certain permanent book-tax differences that were significant relative to the amount of taxable income (most notably the $2.4 million goodwill impairment), by certain U.S. federal and Canadian income tax credits, by a benefit related to uncertain income tax positions, and most notably by a full valuation reserve on the Company’s Canadian tax position. The $2,967,000 income tax expense in fiscal 2012 represents a consolidated effective tax rate of 47.9%. This is the net result of an income tax rate of 38.9% for the Company’s U.S. operations influenced by certain temporary and permanent book-tax differences that were significant relative to the amount of taxable income, by the goodwill impairment of $258,000 for which there was no tax effect, by an increase in a valuation reserve on a state income tax net operating loss carryover, by certain U.S. federal and Canadian income tax credits, by a benefit related to uncertain income tax positions, and by a full valuation reserve on the Company’s Canadian tax position. The Company reported a net loss of $(123,000) in fiscal 2013 as compared to net income of $3,224,000 in fiscal 2012. The decrease from net income in fiscal 2012 to a net loss in fiscal 2013 is primarily the net result of increased net sales, decreased gross profit, increased operating expenses, increased goodwill impairment and decreased income tax expense. Diluted loss per share was $(0.01) in fiscal 2013 as compared to diluted earnings per share of $0.13 in fiscal 2012. The weighted average common shares outstanding for purposes of computing the diluted loss per share in fiscal 2013 were 24,385,000 shares as compared to 24,352,000 shares when computing earnings per share in fiscal 2012. 2012 Compared to 2011 Lighting Segment (In thousands) Net Sales Gross Profit Operating Income 2012 2011 $ $ $ 199,610 $ 46,463 $ 11,828 $ 197,632 44,389 9,901 Lighting Segment net sales of $199,610,000 in fiscal 2012 increased 1.0% from fiscal 2011 net sales of $197,632,000. The $2.0 million increase in Lighting Segment net sales is primarily the net result of a $4.8 million or 5.3% net increase in lighting sales to our niche and national accounts markets (petroleum / convenience store sales were down 1.0%, retail national net sales were up 11%, quick-service restaurant market sales were up 9%, and automotive market net sales were up 32%), a $3.0 million or 23.3% increase in lighting sales to the international markets, a $0.8 million or 73.9% increase in LED video screens, and a $6.5 million or 7.0% decrease in commissioned net sales to the commercial / industrial lighting market. The Company replaced certain commissioned sales representatives during fiscal 2012, which has the short-term effect of disrupting sales with a view towards strategic sales growth in the long-term. Sales of lighting to the petroleum / convenience store market represented 28% and 29% of Lighting Segment net sales in fiscal years 2012 and 2011, respectively. Lighting Segment net sales of lighting to this, the Company’s largest niche market, were down 1.0% from last year to $55,576,000. Included in the net change, and offsetting other increases, was a $9.7 million decrease related to the December 2010 conclusion of a program with 7-Eleven, Inc., who replaced traditional canopy, site and sign lighting with solid-state LED lighting. The petroleum / convenience store market has been, and will continue to be, a very important niche market for the Company. The Lighting Segment’s net sales of light fixtures having solid-state LED technology totaled $68.9 million in fiscal 2012, representing a 14.8% increase from fiscal 2011 net sales of solid-state LED light fixtures of $60.0 million. The Lighting Segment’s net sales related to LED video screens totaled $1.9 million, representing a 73.7% increase from fiscal 2011 sales of $1.1 million. Gross profit of $46,463,000 in fiscal 2012 increased $2.1 million or 4.7% from fiscal 2011, and increased from 22.1% to 23.0% as a percentage of Lighting Segment net sales (customer plus inter-segment net sales). The increase in F ‐ 7 amount of gross profit is due to the net effect of increased net sales, efficiencies gained in direct labor, decreased overhead absorption, increased employee compensation and benefits expense ($0.3 million), increased customer returns and concessions expense ($1.3 million), increased warranty expense ($0.8 million), decreased utility expense ($0.2 million), decreased outside service expense ($0.3 million), and decreased rent and lease expense ($0.2 million). An increase in warranty expense is directly related to the increase in sales of light fixtures having solid-state LED technology and therefore have a higher content of LSI developed proprietary components. Such warranty expenses are more common when new products containing new technologies are developed and introduced to the market. The Company has addressed the issues with the earlier product designs and it is anticipated that a decrease in warranty expense will occur in future quarters. Selling and administrative expenses of $34,635,000 in fiscal 2012 increased $0.1 million or 0.4% from fiscal 2011 primarily as the net result of decreased employee compensation and benefits expense ($0.4 million), decreased bad debt expense ($0.5 million), increased research and development expense ($1.4 million), increased sales commission ($0.3 million), increased outside service expenses ($0.3 million), decreased royalty income ($0.2 million) and decreased customer relations expense ($1.2 million). The Lighting Segment fiscal 2012 operating income of $11,828,000 increased $1.9 million or 19.5% from operating income of $9,901,000 in fiscal 2011. This increase of $1.9 million was primarily the net result of increased net sales, direct labor efficiencies, increased overhead spending, and decreased overhead absorption. Graphics Segment (In thousands) Net Sales Gross Profit Operating Income (Loss) 2012 2011 $ $ $ 42,131 $ 6,765 $ (1,938) $ 67,073 17,013 7,895 Graphics Segment net sales of $42,131,000 in fiscal 2012 decreased 37.2% from fiscal 2011 net sales of $67,073,000. The $24.9 million decrease in Graphics Segment net sales is primarily the net result of the completion of the program with 7-Eleven, Inc. ($23.8 million decrease), image conversion programs and sales to four petroleum / convenience store customers ($1.9 million net decrease), two grocery retailers ($1.4 million net increase), a national drug store retailer ($1.4 million increase), and changes in volume or completion of several other graphics programs. Sales of graphics products and services to the petroleum / convenience store market represented 37.2% and 68.6% of Graphics Segment net sales in fiscal years 2012 and 2011, respectively. Graphics Segment net sales of graphics to this, the Company’s largest niche market, were down 65.9% from last year to $15,665,000, with approximately $23.8 million of the decrease related to the completion of the program with 7-Eleven, Inc., who replaced traditional sign lighting with solid- state LED lighting. The petroleum / convenience store market has been, and will continue to be, a very important niche market for the Company. The Graphics Segment net sales of graphic identification products that contain solid-state LED light sources and LED lighting for signage totaled $1.0 million in fiscal 2012 as compared to $3.9 million in fiscal 2011. Image and brand programs, whether full conversions or enhancements, are important to the Company’s strategic direction. Image programs include situations where our customers refurbish their retail sites around the country by replacing some or all of the lighting, graphic elements, menu board systems and possibly other items they may source from other suppliers. These image programs often take several quarters to complete and involve both our customers’ corporate- owned sites as well as their franchisee-owned sites, the latter of which involve separate sales efforts by the Company with each franchisee. The Company may not always be able to replace net sales immediately when a large image conversion program has concluded. Brand programs typically occur as new products are offered or new departments are created within existing retail stores. Relative to net sales to a customer before and after an image or brand program, net sales during the program are typically significantly higher, depending upon how much business is awarded to the Company. Sales related to a customer’s image or brand program are reported in either the Lighting Segment, Graphics Segment, or the All Other Category depending upon the product and/or service provided. Gross profit of $6,765,000 in fiscal 2012 decreased $10.2 million or 60.2% from fiscal 2011, and decreased from 25.0% to 15.5% as a percentage of Graphics Segment net sales (customer plus inter-segment net sales). The decrease in amount of gross profit is due to the net effect of decreased net sales, decreased overhead absorption, decreased installation costs ($5.5 million) and decreased freight costs ($2.3 million). The following items also influenced the Graphics Segment’s gross profit margin: competitive pricing pressures; increased benefits and compensation ($0.3 million); F ‐ 8 decreased warranty costs ($0.2 million); increased supplies expense ($0.2 million); increased repairs and maintenance expense ($01. million); and decreased utility expense ($0.1 million). Selling and administrative expenses of $8,703,000 in fiscal 2012 decreased $0.4 million or 4.6% from fiscal 2011. The decrease in selling and administrative expenses is primarily the result of a decrease in employee compensation and benefits ($0.1 million), a decrease in customer relations expense ($0.2 million), a decrease in outside service expense ($0.2 million) and an increase in a goodwill impairment charge ($0.3 million). The Graphics Segment fiscal 2012 operating loss of $(1,938,000) compares to operating income of $7,895,000 in fiscal 2011. The change from operating income in fiscal 2011 to an operating loss in fiscal 2012 was primarily the result of decreased net sales and decreased gross profit partially offset by decreased selling and administrative expenses. Electronic Components Segment (In thousands) Net Sales Gross Profit Operating Income 2012 2011 $ $ $ 18,515 $ 5,815 $ 3,634 $ 21,449 9,601 7,886 Electronic Components Segment net sales of $18,515,000 in fiscal 2012 decreased 13.7% from fiscal 2011 net sales of $21,449,000. The $2.9 million decrease in Electronic Components Segment net sales is primarily the result of a $0.4 million decrease in sales to original equipment manufacturers, a $0.1 decrease to medical markets, a $0.8 million decrease to retail markets, and a $1.1 million decrease to telecommunications markets, and a $0.5 decrease is sales to various other markets. In addition to the Segment’s decline in customer sales, its inter-segment sales decreased 13.9% due to inventory rationalization and reductions of LED circuit board assemblies used in light fixtures having solid-state LED technology. Gross profit of $5,815,000 in fiscal 2012 decreased $3.8 million or 39.4% from fiscal 2011, and decreased from 20.4% to 14.3% as a percentage of net sales (customer plus inter-segment net sales). The decrease in amount of gross profit is the net result of decreased customer net sales; decreased intersegment net sales; increased compensation and benefits ($0.7 million); decreased repairs and maintenance expense ($0.1 million); and increased warranty expense ($0.4 million). An increase in warranty expense is directly related to the increase in sales of light fixtures having solid-state LED technology and therefore have a higher content of LSI developed proprietary components. Such warranty expenses are more common when new products containing new technologies are developed and introduced to the market. The Company has addressed the issues with the earlier product designs and it is anticipated that a decrease in warranty expense will occur in future periods. Selling and administrative expenses of $2,181,000 in fiscal 2012 increased $0.5 million or 27.2% compared to fiscal 2011. The increase is primarily the result of increased employee compensation and benefits ($0.2 million) and increased research and development costs ($0.2 million). The Electronic Components Segment fiscal 2012 operating income of $3,634,000 decreased $4.3 million or 53.9% from operating income of $7,886,000 in fiscal 2011. The decrease in operating income was the net result of decreased customer net sales, decreased intersegment sales, decreased gross profit and increased selling and administrative expenses. All Other Category (In thousands) Net Sales Gross Profit Operating (Loss) 2012 2011 $ $ $ 8,146 $ 1,554 $ (1,114) $ 7,347 2,089 (543) F ‐ 9 All Other Category net sales of $8,146,000 in fiscal 2012 increased 10.9% from fiscal 2011 net sales of $7,347,000. The $0.8 million increase in the All Other Category net sales is primarily the net result of increased net menu board sales to fast food chains ($1.5 million) and increased installation management revenue ($1.2 million), partially offset by decreased LED video screen and specialty LED lighting sales to the Entertainment and other markets ($1.9 million). The gross profit of $1,554,000 in fiscal 2012 decreased $0.5 million or 25.6% from fiscal 2011, and decreased from 16.2% to 11.1% as a percentage of net sales (customer plus inter-segment net sales). The decrease in amount of gross profit is the net result of competitive pricing pressures and mix of less profitable service revenue partially offset by increased customer net sales and increased intersegment sales. Selling and administrative expenses of $2,668,000 in fiscal 2012 increased 1.4% from fiscal 2011 primarily as the net result of decreased benefit and wage expense ($0.4 million), increased research and development spending ($1.1 million), decreased bad debt expense ($0.3 million) and decreased commission expense ($0.1 million). The All Other Category fiscal 2012 operating loss of $(1,114,000) increased $571,000 from the loss in fiscal 2011. The $0.6 million increase in operating loss was the net result of decreased gross profit on increased net sales. Corporate and Eliminations (In thousands) Gross Profit Operating (Loss) 2012 2011 $ $ (284) $ (6,079) $ (747) (8,835) The negative gross profit relates to the intercompany profit in inventory elimination. Administrative expenses of $5,795,000 in fiscal 2012 decreased $2.3 million or 28.4% from fiscal 2011. The decrease in expense is the net result of reduced compensation and benefits expense ($0.4 million), decreased depreciation expense ($0.2 million), increased acquisition transaction costs related to the acquisition of Virticus Corporation ($0.4 million), increased outside service expense ($0.1 million) and reduced research and development expenses ($2.4 million). Effective July 1, 2011, management implemented a policy whereby research and development expenses required to support LED video screen technology, which originate at the Company’s Montreal facility in the All Other Category, are charged to other LSI locations based upon the usage of these research and development resources. In previous years, these same research and development costs were charged entirely to corporate administrative expense. This change resulted in a reduction in research and development expenses on corporate and a corresponding increase in research and development expenses in the Lighting Segment and the All Other Category. This change more closely aligns research and development resources required to support LED lighting products and video screen sales. Consolidated Results The Company reported net interest expense of $140,000 in fiscal 2012 as compared to net interest expense of $137,000 in fiscal 2011. Commitment fees related to the unused portions of the Company’s lines of credit, interest expense on a mortgage, and interest income on invested cash are included in the net interest expense amounts above. The $2,967,000 income tax expense in fiscal 2012 represents a consolidated effective tax rate of 47.9%. This is the net result of an income tax rate of 38.9% for the Company’s U.S. operations influenced by certain temporary and permanent book-tax differences that were significant relative to the amount of taxable income, by the goodwill impairment of $258,000 for which there was no tax effect, by an increase in a valuation reserve on a state income tax net operating loss carryover, by certain U.S. federal and Canadian income tax credits, by a benefit related to uncertain income tax positions, and by a full valuation reserve on the Company’s Canadian tax position. The $5,339,000 income tax expense in fiscal 2011 represents a consolidated effective tax rate of 33.0%. This is the net result of an income tax rate of 31.2% for the Company’s U.S. operations, influenced by certain permanent book-tax differences that were significant relative to the amount of taxable income, by certain U.S. federal and Canadian income tax credits, by a benefit related to uncertain income tax positions, by adjustments to deferred tax liabilities, and by a full valuation reserve on the Company’s Canadian tax position. The Company reported net income of $3,224,000 in fiscal 2012 as compared to net income of $10,828,000 in fiscal 2011. The decreased net income is primarily the result of decreased net sales and decreased gross profit, partially F ‐ 10 offset by decreased operating expenses and by decreased income tax expense. Diluted earnings per share were $0.13 in fiscal 2012 as compared to $0.44 in fiscal 2011. The weighted average common shares outstanding for purposes of computing diluted earnings per share in fiscal 2012 were 24,352,000 shares as compared to 24,339,000 shares in fiscal 2011. Liquidity and Capital Resources The Company considers its level of cash on hand, borrowing capacity, current ratio and working capital levels to be its most important measures of short-term liquidity. For long-term liquidity indicators, the Company believes its ratio of long-term debt to equity and its historical levels of net cash flows from operating activities to be the most important measures. At June 30, 2013, the Company had working capital of $76.7 million, compared to $83.7 million at June 30, 2012. The ratio of current assets to current liabilities was 3.93 to 1 as compared to a ratio of 4.65 to 1 at June 30, 2012. The $7.0 million decrease in working capital from June 30, 2012 to June 30, 2013 was primarily related to the net effect of decreased cash and cash equivalents ($7.3 million), increased accounts payable ($0.9 million), increased accrued expenses ($2.4 million), increased net accounts receivable ($1.6 million), increased net inventory ($0.8 million), and increased refundable income tax ($1.2 million). The Company has a strategy of aggressively managing working capital, including the reduction of the accounts receivable days sales outstanding (DSO) and reduction of inventory levels, without reducing service to our customers. The Company generated $8.9 million of cash from operating activities in fiscal 2013 as compared to cash from operating activities of $24.4 million in fiscal 2012. This $15.5 million decrease in net cash flows from operating activities is primarily the net result of an increase rather than a decrease in accounts receivable (unfavorable change of $2.6 million), an increase rather than a decrease in inventories (unfavorable change of $10.6 million), an increase rather than an decrease in refundable income tax (unfavorable change of $2.8 million), a net loss in fiscal 2013 compared to a net profit in fiscal 2012 (unfavorable change of $3.3 million), an increase in goodwill impairment expense (favorable change of $2.2 million), an increase rather than a decrease in accrued expenses and other (favorable change of $2.0 million), and a reduction in depreciation and amortization expense (unfavorable change of $0.6 million). Net accounts receivable were $46.0 million and $44.4 million at June 30, 2013 and 2012, respectively. The increase of $1.6 million in net receivables is primarily due to the net effect of a lower amount of net sales in the fourth quarter of fiscal 2013 as compared to the fourth quarter of fiscal 2012, offset by a higher days sales outstanding (DSO). The DSO increased to 60 days at June 30, 2013 from 55 days at June 30, 2012. A $4.7 million payment was received from a single customer in early July 2013 beyond agreed to payment terms. Had this payment been received prior to the end of fiscal 2013, DSO would have been 53 days as of June 2013 and there would have been a decrease in net accounts receivable from June 2012 to June 2013 rather than an increase. The Company believes that its receivables are ultimately collectible or recoverable, net of certain reserves, and that aggregate allowances for doubtful accounts are adequate. Net inventories at June 30, 2013 increased $0.8 million from June 30, 2012 levels. The increase of $0.8 million is the net result of an increase in gross inventory of $1.7 million partially offset by an increase in inventory obsolescence reserves of $0.9 million. Based on a strategy of balancing inventory reductions with customer service and the timing of shipments, net inventory decreases occurred in fiscal 2013 in the Graphics Segment of approximately $0.8 million, and in the All Other Category of approximately $0.8 million. Inventory increases occurred in the Lighting Segment of approximately $0.3 million and in the Electronic Component Segment of approximately $2.1 million. Cash generated from operations and borrowing capacity under two line of credit facilities are the Company’s primary source of liquidity. The Company has an unsecured $30 million revolving line of credit with its U.S. bank group, with most of the $30 million of the credit line available as of August 30, 2013 ($0.3 million of the credit line is consumed by a standby letter of credit). This line of credit is a $30 million three year committed credit facility expiring in the third quarter of fiscal 2016. Additionally, the Company has a separate $5 million line of credit, renewable annually in the third fiscal quarter, for the working capital needs of its Canadian subsidiary, LSI Saco Technologies. As of August 30, 2013, all $5 million of this line of credit was available. The Company believes that $35 million total lines of credit plus cash flows from operating activities are adequate for the Company’s fiscal 2014 operational and capital expenditure needs. The Company is in compliance with all of its loan covenants. The Company used $7.5 million of cash related to investing activities in fiscal 2013 as compared to a use of $6.4 million in the prior year, resulting in an unfavorable change of $1.1 million. Capital expenditures for fiscal 2013 increased $4.1 million to $7.6 million from fiscal 2012. The primary change in capital expenditures between years relates to an F ‐ 11 upgrade of the Company’s ERP software in fiscal 2013. Other than the upgrade to the Company’s ERP software, capital spending in both periods is primarily for tooling and equipment. The increased capital expenditures were offset by a decrease in cash flow related to acquisitions. In March 2012, the Company invested $3.0 million in the acquisition of Virticus Corporation. There were no acquisitions in fiscal 2013. The Company used $8.6 million of cash related to financing activities in fiscal 2013 as compared to a use of cash of $6.8 million in fiscal 2012, resulting in an unfavorable change of $1.9 million. The change between years is primarily attributed to an increased dividend payment (unfavorable change of $3.1 million, mostly due to an additional cash dividend of $0.12 per share paid in December 2012 with no similar additional dividend payment in fiscal 2012), partially offset by a reduction in the payment of long-term debt of $1.1 million. In fiscal 2012, the mortgage associated with LSI ADL Technology was paid-off with no similar debt payment in fiscal 2013. The Company has, or could have, on its 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 has no financial instruments with off-balance sheet risk and has no off-balance sheet arrangements. Contractual Obligations as of June 30, 2013 (a) Total Less than 1 year 1-3 years 3-5 years More than 5 years Payments Due by Period Acquisition Contingent Earn-Out Obligations (b) Operating Lease Obligations Purchase Obligations Total Contractual Obligations $ $ -- $ -- $ -- $ -- $ 5,820 27,453 33,273 $ 1,399 27,036 28,435 $ 2,310 329 2,639 $ 1,968 32 2,000 $ -- 143 56 199 (a) The liability for uncertain tax positions of $1.2 million is not included due to the uncertainty of timing of payments. (b) Refer to Note 13 — Commitments and Contingencies, for an explanation as to the elimination of the Earn-Out liability. Cash Dividends On August 21, 2013, the Board of Directors declared a regular quarterly cash dividend of $0.06 per share (approximately $1,442,000) payable September 10, 2013 to shareholders of record on September 3, 2013. The Company’s cash dividend policy is that the indicated annual dividend rate will be set between 50% and 70% of the expected net income for the current fiscal year. Consideration will also be given by the Board to special cash or stock dividends. The declaration and amount of any cash and stock dividends will be determined by the Company’s Board of Directors, in its discretion, based upon its evaluation of earnings, cash flow, capital requirements and future business developments and opportunities, including acquisitions. Accordingly, the Board established the indicated annual cash dividend rate of $0.24 per share beginning with the first quarter of fiscal 2014 consistent with the above dividend policy. Critical Accounting Policies and Estimates The Company is required to make estimates and judgments in the preparation 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 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. F ‐ 12 Revenue Recognition Revenue is recognized when title to goods and risk of loss have passed to the customer, there is persuasive evidence of a purchase arrangement, delivery has occurred or services have been rendered, and collectibility is reasonably assured. Revenue is typically recognized 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. 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 four 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 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. However, product revenue related to orders where the customer requires the Company to install the product is recognized when the product is installed. Other than normal product warranties or the possibility of installation or post- shipment service, support and maintenance of certain solid state LED video screens, billboards, or active digital signage, the Company has no post-shipment responsibilities. 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 have been installed at each retail site of the customer. Shipping and handling revenue coincides with the recognition of revenue from sale of the product. The Company evaluates the appropriateness of revenue recognition in accordance with Accounting Standards Codification (“ASC”) Subtopic 605-25, Revenue Recognition: Multiple–Element Arrangements. 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 ASC Subtopic 985- 605, “Software: Revenue Recognition.” Our solid-state LED video screens, billboards and active digital signage contain software elements which the Company has determined are incidental and excluded from the scope of ASC Subtopic 985- 605. Income Taxes The Company accounts for income taxes in accordance with ASC Topic 740, “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 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 examinations. F ‐ 13 The Company is recording estimated interest and penalties related to potential underpayment of income taxes as a component of tax expense in the Consolidated Statements of Operations. The reserve for uncertain tax positions is not expected to change significantly in the next twelve months. Asset Impairment Carrying values of goodwill and other intangible assets with indefinite lives are reviewed at least annually for possible impairment in accordance with ASC Topic 350, “Intangibles – Goodwill and Other.” The Company may first assess qualitative factors in order to determine if goodwill is impaired in accordance with ASU 2011 – 08, “Intangible – Goodwill and Other (Topic 350).” 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 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, at the reporting unit level, that 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, economic factors and technological change or competitive activities may signal that an asset has become impaired. 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 as required by ASC Topic 360, “Property, Plant, and Equipment.” 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 historical trends. Warranty Reserves The Company maintains a warranty reserve which is reflective of its limited warranty policy. The warranty reserve covers the estimated future costs to repair or replace defective product or installation services, whether the product is returned or it is repaired in the field. The warranty reserve is first determined based upon known claims or issues, and then by the application of a specific percentage of sales to cover general claims. The percentage applied to sales to calculate general claims is based upon historical claims as a percentage of sales. Management addresses the adequacy of its warranty reserves on a quarterly basis to ensure the reserve is accurate based upon the most current information. F ‐ 14 Inventory Reserves The Company maintains an inventory reserve for probable obsolescence of its 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. Significant judgment is used to establish obsolescence 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. New Accounting Pronouncements In July 2012, the Financial Accounting Standards Board issued ASU 2012-02, “Intangibles – Goodwill and Other (Topic 350): Testing Long-Lived Intangible Assets for Impairment.” This amended guidance is intended to simplify the test of indefinite-lived intangible assets for impairment by allowing companies to first assess qualitative factors to determine whether or not it is more likely than not that the fair value of an indefinite-lived intangible asset is less than its carrying value as the basis for determining whether it is necessary to perform the two-step impairment test. Current guidance requires companies to perform an annual indefinite-lived intangible asset impairment test. The amended guidance is effective for annual and interim tests performed for fiscal years beginning after September 15, 2012, or the Company’s fiscal year 2014, with early adoption permissible. The Company will follow this guidance when it is adopted. In July 2013, the Financial Accounting Standards Board issued ASU 2013-11, “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists.” This amended guidance is intended to eliminate the diversity that is in practice with regard to the financial statement presentation of unrecognized tax benefits when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. The amended guidance is effective for fiscal years and interim periods within those years, beginning after December 15, 2014, or the Company’s fiscal year 2015, with early adoption permissible. The Company will follow this guidance when it is adopted. F ‐ 15 MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING The Management of LSI Industries Inc. and subsidiaries (the “Company” or “LSI”) is responsible for the preparation and accuracy of the financial statements and other information included in this report. LSI’s Management is also responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Securities Exchange Act Rules 13a-15(f). Under the supervision and with the participation of Management, including LSI’s principal executive officer and principal financial officer, the Company conducted an evaluation of the effectiveness of internal control over financial reporting as of June 30, 2013, based on the criteria set forth in “Internal Control – Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission. A control system, no matter how well conceived and operated, can provide only reasonable assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the reality that judgments in decision making can be faulty, the possibility of human error, and the circumvention or overriding of the controls and procedures. In meeting its responsibility for the reliability of the financial statements, the Company depends upon its system of internal accounting controls. The system is designed to provide reasonable assurance that assets are safeguarded and that transactions are properly authorized and recorded. The system is supported by policies and guidelines, and by careful selection and training of financial management personnel. The Company also has a Disclosure Controls Committee, whose responsibility is to help ensure appropriate disclosures and presentation of the financial statements and notes thereto. Additionally, the Company has an Internal Audit Department to assist in monitoring compliance with financial policies and procedures. The Board of Directors meets its responsibility for overview of the Company’s financial statements through its Audit Committee which is composed entirely of independent Directors who are not employees of the Company. The Audit Committee meets periodically with Management and Internal Audit to review and assess the activities of each in meeting their respective responsibilities. Grant Thornton LLP has full access to the Audit Committee to discuss the results of their audit work, the adequacy of internal accounting controls, and the quality of financial reporting. Based upon LSI’s evaluation, the Company’s principal executive officer and principal financial officer concluded that internal control over financial reporting was effective as of June 30, 2013. We reviewed the results of Management’s assessment with the Audit Committee of our Board of Directors. Additionally, our independent registered public accounting firm audited and independently assessed the effectiveness of the Company’s internal control over financial reporting. Grant Thornton LLP, an independent registered public accounting firm, has issued an attestation report on the effectiveness of the Company’s internal control over financial reporting, which is presented in the financial statements. Robert J. Ready President and Chief Executive Officer (Principal Executive Officer) Ronald S. Stowell Vice President, Chief Financial Officer, and Treasurer (Principal Financial Officer) F ‐ 16 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders LSI Industries Inc. We have audited the internal control over financial reporting of LSI Industries Inc. (an Ohio corporation) and subsidiaries (the “Company”) as of June 30, 2013, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report On Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 30, 2013, based on criteria established in Internal Control—Integrated Framework issued by COSO. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements of the Company as of June 30, 2013 and 2012 and for each of the three years in the period ended June 30, 2013, and our report dated September 6, 2013 expressed an unqualified opinion on those financial statements. /s/ GRANT THORNTON LLP Cincinnati, Ohio September 6, 2013 F ‐ 17 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders of LSI Industries Inc. We have audited the accompanying consolidated balance sheets of LSI Industries Inc. (an Ohio corporation) and subsidiaries (the “Company”) as of June 30, 2013 and 2012, and the related consolidated statements of operations, shareholders’ equity, and cash flows for each of the three years in the period ended June 30, 2013. Our audits of the basic consolidated financial statements included the financial statement schedule listed in the index appearing under Item 15. These financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of LSI Industries Inc. and subsidiaries as of June 30, 2013 and 2012, and the results of their operations and their cash flows for each of the three years in the period ended June 30, 2013, in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of June 30, 2013, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and our report dated September 6, 2013 expressed an unqualified opinion. /s/ GRANT THORNTON LLP Cincinnati, Ohio September 6, 2013 F ‐ 18 LSI INDUSTRIES INC. CONSOLIDATED STATEMENTS OF OPERATIONS For the years ended June 30, 2013, 2012, and 2011 (In thousands, except per share data) 2013 2012 2011 Net sales $ 280,790 $ 268,402 $ 293,501 Cost of products and services sold 220,380 208,089 221,156 Gross profit 60,410 60,313 72,345 Selling and administrative expenses 57,367 53,724 56,041 Goodwill and intangible asset impairments 2,413 258 — Operating income Interest (income) Interest expense Income before income taxes Income tax expense Net income (loss) Earnings (loss) per common share (see Note 3) Basic Diluted Weighted average common shares outstanding Basic Diluted The accompanying notes are an integral part of these financial statements. 630 (47) 62 615 738 6,331 16,304 (25) 165 (43) 180 6,191 16,167 2,967 5,339 (123) $ 3,224 $ 10,828 (0.01) (0.01) $ $ 0.13 0.13 $ $ 0.45 0.44 $ $ $ 24,313 24,298 24,287 24,385 24,352 24,339 F ‐ 19 LSI INDUSTRIES INC. CONSOLIDATED BALANCE SHEETS June 30, 2013 and 2012 (In thousands, except shares) ASSETS Current Assets 2013 2012 Cash and cash equivalents $ 7,949 $ 15,255 Accounts and notes receivable, less allowance for doubtful accounts of $346 and $385, respectively Inventories Refundable income taxes Other current assets Total current assets Property, Plant and Equipment, at cost Land Buildings Machinery and equipment Construction in progress Less accumulated depreciation Net property, plant and equipment Goodwill, net Other Intangible Assets, net Other Long-Term Assets, net Total assets The accompanying notes are an integral part of these financial statements. 45,991 44,412 42,093 41,276 1,435 227 5,445 5,453 102,913 106,623 7,015 37,889 71,535 3,464 119,903 (74,553 ) 45,350 6,947 37,660 68,964 531 114,102 (71,576) 42,526 10,508 12,921 8,579 11,074 1,829 2,082 $ 169,179 $ 175,226 F ‐ 20 LIABILITIES & SHAREHOLDERS’ EQUITY Current Liabilities Accounts payable Accrued expenses Total current liabilities Other Long-Term Liabilities Commitments and contingencies (Note 13) 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 24,057,266 and 24,035,564 shares, respectively Retained earnings Total shareholders’ equity 2013 2012 $ 12,429 13,781 $ 11,512 11,409 26,210 22,921 1,279 2,937 — — — — 102,492 39,198 101,399 47,969 141,690 149,368 Total liabilities & shareholders’ equity $ 169,179 $ 175,226 The accompanying notes are an integral part of these financial statements. F ‐ 21 LSI INDUSTRIES INC. CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY For the years ended June 30, 2013, 2012, and 2011 (In thousands, except per share data) Common Shares Number of Shares Amount Retained Earnings Total Balance at June 30, 2010 24,054 $ 99,963 $ 44,255 $ 144,218 Net income Stock compensation awards Purchase of treasury shares, net Deferred stock compensation Stock option expense Stock options exercised, net Dividends — $0.20 per share — 6 (20) — — 7 — — 41 (96) 126 851 59 — 10,828 — — — — — (4,809) 10,828 41 (96) 126 851 59 (4,809) Balance at June 30, 2011 24,047 100,944 50,274 151,218 Net income Stock compensation awards Purchase of treasury shares, net Deferred stock compensation Stock option expense Stock options exercised, net Dividends — $0.23 per share — 7 (21) — — 3 — — 48 (141) 124 410 14 — 3,224 — — — — — (5,529) 3,224 48 (141) 124 410 14 (5,529) Balance at June 30, 2012 24,036 101,399 47,969 149,368 Net (loss) Stock compensation awards Purchase of treasury shares, net Deferred stock compensation Stock option expense Stock options exercised, net Dividends — $0.36 per share — 8 (22) — — 35 — — 57 (150) 169 842 175 — (123) — — — — — (8,648) (123) 57 (150) 169 842 175 (8,648) Balance at June 30, 2013 24,057 $ 102,492 $ 39,198 $ 141,690 The accompanying notes are an integral part of these financial statements. F ‐ 22 LSI INDUSTRIES INC. CONSOLIDATED STATEMENTS OF CASH FLOWS For the years ended June 30, 2013, 2012, and 2011 (In thousands) Cash Flows From Operating Activities Net income (loss) Non-cash items included in net income (loss) Depreciation and amortization Goodwill and intangible asset impairment Deferred income taxes Deferred compensation plan Stock option expense Issuance of common shares as compensation Loss on disposition of fixed assets Allowance for doubtful accounts Inventory obsolescence reserve Change in certain assets and liabilities, net of acquisitions Accounts and notes receivable Inventories Refundable income taxes Accounts payable Accrued expenses and other Customer prepayments 2013 2012 2011 $ (123) $ 3,224 $ 10,828 7,197 2,413 263 169 842 57 7 (39) 931 7,805 258 309 124 410 48 18 (445) 343 7,877 — 1,003 126 851 41 15 427 276 (1,540) (1,748) (1,208) 917 747 (35) 1,010 8,894 1,568 1,722 (1,299) 371 (10,147) (10,492) (649) (2,985) 645 (1,622) Net cash flows provided by (used in) operating activities 8,850 24,360 (3,806) Cash Flows From Investing Activities Purchases of property, plant, and equipment Proceeds from sale of fixed assets Acquisition of businesses, net of cash received (7,571) 38 — (3,436) 3 (2,973) (4,731) 55 — Net cash flows (used in) investing activities (7,533) (6,406) (4,676) Cash Flows From Financing Activities Payment of long-term debt Cash dividends paid Purchase of treasury shares Issuance of treasury shares Exercise of stock options — (8,648) (175) 25 175 (1,099) (5,529) (154) 13 14 (33) (4,809) (118) 22 59 Net cash flows (used in) financing activities (8,623) (6,755) (4,879) Increase (decrease) in cash and cash equivalents (7,306) 11,199 (13,361) Cash and cash equivalents at beginning of year 15,255 4,056 17,417 Cash and cash equivalents at end of year $ 7,949 $ 15,255 $ 4,056 The accompanying notes are an integral part of these financial statements. F ‐ 23 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Consolidation: The consolidated financial statements include the accounts of LSI Industries Inc. (an Ohio corporation) and its subsidiaries (collectively, the “Company”), all of which are wholly owned. All intercompany transactions and balances have been eliminated in consolidation. Revenue Recognition: Revenue is recognized when title to goods and risk of loss have passed to the customer, there is persuasive evidence of a purchase arrangement, delivery has occurred or services have been rendered, and collectability is reasonably assured. Revenue from product sales is typically recognized at time of shipment. In certain arrangements with customers, as is the case 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. 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 four 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 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. However, product revenue related to orders where the customer requires the Company to install the product is recognized when the product is installed. Other than normal product warranties or the possibility of installation or post- shipment service, support and maintenance of certain solid state LED video screens, billboards, or active digital signage, the Company has no post-shipment responsibilities. 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 each customer site have been installed. Shipping and handling revenue coincides with the recognition of revenue from sale of the product. The Company evaluates the appropriateness of revenue recognition in accordance with Accounting Standards Codification (“ASC”) Subtopic 605-25, Revenue Recognition: Multiple–Element Arrangements. 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 ASC Subtopic 985-605, “Software: Revenue Recognition.” Our solid-state LED video screens, billboards and active digital signage contain software elements which the Company has determined are incidental and excluded from the scope of ASC Subtopic 985- 605. 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 F ‐ 24 accounts receivable is an estimate based upon the Company’s knowledge of its business and customer base, and historical trends. 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. (In thousands) Accounts receivable less Allowance for doubtful accounts Accounts receivable, net Cash and Cash Equivalents: June 30, 2013 June 30, 2012 $ $ 46,337 $ (346 ) 45,991 $ 44,797 (385) 44,412 The cash balance includes cash and cash equivalents which have original maturities of less than three months. The Company maintains balances at financial institutions in the United States and Canada. The balances at financial institutions in Canada are not covered by insurance. As of January 1, 2013, the FDIC full insurance coverage on non- interest bearing accounts in the United States expired. The new limit for coverage of non-interest bearing accounts is $250,000. As of June 30, 2013 and June 30, 2012, the Company had bank balances of $7,688,000 and $863,000, respectively, without insurance coverage. Inventories: 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. 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 Machinery and equipment Computer software 28 - 40 years 3 - 10 years 3 - 8 years 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 in accordance with ASC Subtopic 350-40, “Intangibles – Goodwill and Other: Internal-Use Software.” Leasehold improvements are depreciated over the shorter of fifteen years or the remaining term of the lease. The Company recorded $4,702,000, $5,174,000 and $5,288,000 of depreciation expense in the years ended June 30, 2013, 2012 and 2011, respectively. Intangible Assets: Intangible assets consisting of customer relationships, trade names and trademarks, patents, technology and software, 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 two and twenty years. The Company periodically evaluates definite- lived intangible assets for permanent impairment. 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 6. Fair Value: The Company has financial instruments consisting primarily of cash and cash equivalents, revolving lines of credit, and on occasion long-term debt. The fair value of these financial instruments approximates carrying value because of their short- F ‐ 25 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 goodwill and other intangible asset impairment analyses, in the purchase price of acquired companies (if any), and in the valuation of the contingent earn-out. The fair value measurement of these nonfinancial assets and nonfinancial liabilities is based on significant inputs not observable in the market and thus represent Level 3 measurements as defined in ASC 820, “Fair Value Measurement.” Product Warranties: The Company offers a limited warranty that its products are free of 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 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 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. 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: (In thousands) Balance at beginning of the period Additions charged to expense Deductions for repairs and replacements Balance at end of the period Employee Benefit Plans: Twelve Twelve Months Ended Months Ended June 30, 2013 June 30, 2012 $ $ 1,121 $ 2,134 (1,831) 1,424 $ 662 2,645 (2,186) 1,121 The Company has a defined contribution retirement plan and a discretionary profit sharing plan covering substantially all of its non-union employees in the United States, and a non-qualified deferred compensation plan covering certain employees. The costs of employee benefit plans are charged to expense and funded annually. Total costs were $1,932,000 in 2013, $960,000 in 2012, and $941,000 in 2011. Effective July 1, 2012, the Company increased the employer contribution percentage from 2% to 4%. Research and Development Costs: Research and development expenses are costs 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, supplies, depreciation and other administrative costs. The Company follows the requirements of ASC Subtopic 985-20, “Software: Costs of Software to be Sold, Leased, or Marketed,” and 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 $6,480,000, $5,511,000 and $5,162,000 for the fiscal years ended June 30, 2013, 2012 and 2011, respectively. Advertising Expense: The Company recorded $280,000, $328,000, and $397,000 of advertising expense in 2013, 2012 and 2011, respectively. Advertising costs are expensed the first time the advertising occurs. Expense related to printed product or capabilities literature, brochures, etc. is recorded on a ratable basis over the useful life of that printed media. Earnings Per Common Share: 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 non-qualified deferred compensation plan. The computation of diluted F ‐ 26 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, contingently issuable shares and common shares to be issued under a deferred compensation plan, all of which totaled 356,000 shares in 2013, 316,000 shares in 2012, and 293,000 shares in 2011. See further discussion in Note 3. New Accounting Pronouncements: In September 2011, the Financial Accounting Standards Board issued ASU 2011-08, “Intangibles – Goodwill and Other (Topic 350).” This amended guidance is intended to simplify the test of goodwill for impairment by allowing companies to first assess qualitative factors to determine whether or not it is more likely than not that the fair value of a reporting unit is less than its carrying value as the basis for determining whether it is necessary to perform the two-step goodwill impairment test. Companies can choose whether or not to perform the qualitative assessment. Guidance requires companies to perform an annual goodwill impairment test. The amended guidance is applicable for annual reporting periods beginning on or after December 15, 2011, or the Company’s fiscal year 2013, with early adoption permissible. The Company chose not to perform the qualitative assessment when the fiscal year 2013 annual goodwill impairment test was performed as of March 1, 2013. In July 2013, the Financial Accounting Standards Board issued ASU 2013-11, “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists.” This amended guidance is intended to eliminate the diversity that is in practice with regard to the financial statement presentation of unrecognized tax benefits when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. The amended guidance is effective for fiscal years and interim periods within those years, beginning after December 15, 2014, or the Company’s fiscal year 2015, with early adoption permissible. The Company will follow this guidance when it is adopted. Comprehensive Income: The Company does not have any comprehensive income items other than net income (loss). The functional currency of the Company’s Canadian operation is the U.S. dollar. 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 financial statements. Reclassifications: Certain prior year amounts have been reclassified to conform to the current year presentation. These reclassifications have no impact on net income or earnings per share. Use of Estimates: The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires the Company to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. NOTE 2 — BUSINESS SEGMENT INFORMATION ASC Topic 280, “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) in making decisions on how to allocate resources and assess performance. While the Company has twelve operating segments, it has only three reportable operating business segments (Lighting, Graphics, and Electronic Components), an All Other Category, and Corporate and Eliminations. The Lighting Segment includes outdoor, indoor, and landscape lighting that has been fabricated and assembled for the commercial, industrial and multi-site retail lighting markets, the Company’s primary niche markets (petroleum / convenience store market, automotive dealership market, and quick service restaurant market), and LED solid state digital F ‐ 27 sports video screens. LED video screens are designed and manufactured by the Company’s Lighting Segment and by LSI Saco in the All Other Category. The Lighting Segment includes the operations of LSI Ohio Operations, LSI Metal Fabrication, LSI MidWest Lighting and LSI Lightron. These operations have been integrated, have similar economic characteristics and meet the other requirements for aggregation in segment reporting. The LSI Greenlee facility in Dallas, Texas was consolidated into the Company’s main lighting facility in Ohio in the second quarter of fiscal 2011. The Graphics Segment designs, manufactures and installs exterior and interior visual image elements related to graphics. These products are used in visual image programs in several markets, including the petroleum / convenience store market and multi-site retail operations. The Graphics Segment includes the operations of Grady McCauley, LSI Retail Graphics and LSI Integrated Graphic Systems, which have been aggregated as such facilities manufacture two-dimensional graphics with the use of screen and digital printing, fabricate three-dimensional structural graphics sold in the multi-site retail and petroleum / convenience store markets, and each exhibit similar economic characteristics and meet the other requirements for aggregation in segment reporting. The Electronic Components Segment designs, engineers and manufactures custom designed electronic circuit boards, assemblies and sub-assemblies, and various products used in various applications including the control of solid-state LED lighting and metal halide lighting. Products produced by this segment may have applications in the Company’s other LED product lines such as digital scoreboards, advertising ribbon boards and billboards. The Electronic Components Segment includes the operations of LSI ADL Technology as well as LSI Virticus. The All Other Category includes the Company’s operating segments that neither meets the aggregation criteria, nor the criteria to be a separate reportable segment. The Operations of LSI Images (menu board systems), LSI Adapt (implementation, installation and program management services related to products of the Graphics and Lighting Segments) and LSI Saco Technologies (designs and produces high-performance light engines, large format video screens using solid-state LED technology, and certain specialty LED lighting) are combined in the All Other Category. The Company’s corporate administration activities are reported in a line item titled Corporate and Eliminations. This primarily includes intercompany profit in inventory eliminations, expense related to certain corporate officers and support staff, the Company’s internal audit staff, expense related to the Company’s Board of Directors, stock option expense, 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, and deferred income tax assets. There were no customers or customer programs representing a concentration of 10% or more of the Company’s net sales in the fiscal year ended June 30, 2013 and 2012. The Company’s Lighting Segment and Graphics Segment net sales to 7- Eleven, Inc. represented approximately $39,952,000 or 14% in the fiscal year ended June 30, 2011. The Company had a concentration of receivables with Ahold USA totaling $5.3 million or 11.6% of total net accounts receivable as of June 30, 2013. There was no concentration of accounts receivable at June 30, 2012 or 2011. F ‐ 28 Summarized financial information for the Company’s reportable business segments is provided for the indicated periods and as of June 30, 2013, June 30, 2012, June 30, 2011: (In thousands) Net Sales: Lighting Segment Graphics Segment Electronic Components Segment All Other Category Total Net Sales Operating Income (Loss): Lighting Segment Graphics Segment Electronic Components Segment All Other Category Corporate and Eliminations Total Operating Income Capital Expenditures: Lighting Segment Graphics Segment Electronic Components Segment All Other Category Corporate and Eliminations Total Capital Expenditures Depreciation and Amortization: Lighting Segment Graphics Segment Electronic Components Segment All Other Category Corporate and Eliminations Total Depreciation and Amortization Identifiable Assets: Lighting Segment Graphics Segment Electronic Components Segment All Other Category Corporate and Eliminations Total Identifiable Assets 2013 2012 2011 $ $ $ $ $ $ $ $ 206,363 46,770 20,333 7,324 280,790 10,092 (1,253) (916) (1,451) (5,842) 630 2,081 350 1,528 115 3,497 7,571 4,434 896 1,357 191 319 7,197 $ 199,610 $ 42,131 18,515 8,146 $ 268,402 $ $ $ $ $ $ $ 11,828 $ (1,938) 3,634 (1,114) (6,079) 6,331 $ 1,606 $ 576 558 182 514 3,436 $ 4,953 $ 884 1,130 223 615 7,805 $ 197,632 67,073 21,449 7,347 293,501 9,901 7,895 7,886 (543) (8,835) 16,304 3,231 171 855 119 355 4,731 4,891 967 944 242 833 7,877 June 30, 2013 June 30, 2012 $ 90,536 $ 93,661 27,377 31,805 8,185 14,198 $ 169,179 $ 175,226 28,792 30,926 6,361 12,564 F ‐ 29 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 including impairment of goodwill, but excluding interest expense and interest income. Identifiable assets are those assets used by each segment in its operations. Corporate identifiable assets primarily consist of cash, invested cash (if any), refundable income taxes, and deferred income tax assets. Intersegment revenues were eliminated in consolidation as follows: (In thousands) 2013 2012 2011 Lighting Segment intersegment net sales $ 2,746 $ 2,457 $ 3,530 Graphics Segment intersegment net sales $ 1,854 $ 1,581 $ 1,024 Electronic Components intersegment net sales $ 26,522 $ 22,019 $ 25,570 All Other Category intersegment net sales $ 6,710 $ 5,805 $ 5,568 The Company considers its geographic areas to be: 1) the United States; and 2) Canada. The majority of the Company’s operations are in the United States, with one operation in Canada. The geographic distribution of the Company’s net sales and long-lived assets are as follows: (In thousands) Net Sales (a): United States Canada Total Net Sales Long-Lived Assets (b): United States Canada Total Long-Lived Assets 2013 2012 2011 $ $ $ $ 279,818 972 280,790 $ $ 266,590 1,812 268,402 June 30, 2013 June 30, 2012 46,843 336 47,179 $ $ 44,286 322 44,608 $ $ $ $ 289,827 3,674 293,501 June 30, 2011 46,343 298 46,641 a. b. Net sales are attributed to geographic areas based upon the location of the operation making the sale. Long-lived assets include property, plant and equipment, and other long term assets. Goodwill and intangible assets are not included in long-lived assets. F ‐ 30 NOTE 3 — 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): (In thousands, except per share data) BASIC EARNINGS PER SHARE 2013 2012 2011 Net income (loss) $ (123) $ 3,224 $ 10,828 Weighted average shares outstanding during the period, net of treasury shares (a) Weighted average shares outstanding in the Deferred Compensation Plan during the period 24,029 24,036 24,046 284 262 241 Weighted average shares outstanding 24,313 24,298 24,287 Basic earnings (loss) per share DILUTED EARNINGS PER SHARE Net income (loss) Weighted average shares outstanding $ $ (0.01) $ 0.13 $ 0.45 (123) $ 3,224 $ 10,828 Basic 24,313 24,298 24,287 Effect of dilutive securities (b): Impact of common shares to be issued under stock option plans, and contingently issuable shares, if any 72 54 52 Weighted average shares outstanding (c) 24,385 24,352 24,339 Diluted earnings (loss) per share $ (0.01) $ 0.13 $ 0.44 (a) Includes shares accounted for like treasury stock in accordance with Accounting Standards Codification Topic 710, Compensation — General. (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) Options to purchase 2,027,450 common shares, 1,782,868 common shares, and 1,881,395 common shares at June 30, 2013, 2012, and 2011, respectively, were not included in the computation of diluted earnings per share because the exercise price was greater than the average fair market value of the common shares. NOTE 4 — INVENTORIES The following information is provided as of the dates indicated: (In thousands) Inventories: Raw materials Work-in-process Finished goods Total Inventories June 30, 2013 June 30, 2012 $ $ 28,113 4,959 9,021 42,093 $ $ 25,538 6,623 9,115 41,276 F ‐ 31 NOTE 5 — ACCRUED EXPENSES The following information is provided as of the dates indicated: (In thousands) Accrued Expenses: Compensation and benefits Customer prepayments Accrued sales commissions Other accrued expenses Total Accrued Expenses June 30, 2013 June 30, 2012 $ $ 8,023 947 1,595 3,216 13,781 $ $ 5,102 982 1,409 3,916 11,409 NOTE 6 — GOODWILL AND OTHER INTANGIBLE ASSETS Carrying values of goodwill and other intangible assets with indefinite lives are reviewed at least annually for possible impairment in accordance with ASC Topic 350, “Intangibles – Goodwill and Other.” 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 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 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, at the reporting unit level, that 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, 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 relies upon a number of factors, judgments and estimates when conducting its impairment testing. These include operating results, forecasts, anticipated future cash flows and marketplace data, to name a few. There are inherent uncertainties related to these factors and judgments in applying them to the analysis of goodwill impairment. The Company performed an interim goodwill impairment test as of September 30, 2011. The continuing effects of the recession on some of the Company’s markets, the decline in discounted cash flows associated with these markets, and the decline in the Company’s stock price led management to believe that an other than annual goodwill impairment test was required for three of the four reporting units that contain goodwill. As a result of the test, it was determined that the goodwill associated with a reporting unit in the Graphics Segment, Grady McCauley, was fully impaired. As a result of the impairment test, an impairment charge of $258,000 was recorded in the first quarter of fiscal 2012. It was also determined that the goodwill associated with the other reporting units tested was not impaired. As of March 1, 2012, the Company performed its annual goodwill impairment test on the three reporting units that contain goodwill. The goodwill impairment test of a reporting unit in the Electronic Components Segment passed with an estimated business enterprise value that was $7.7 million or 33% above the carrying value of this reporting unit. The goodwill impairment test of a reporting unit in the All Other Category passed with an estimated business enterprise value that was $1.8 million or 155% above the carrying value of the reporting unit. The goodwill impairment test of a reporting unit in the Lighting Segment passed with a margin in excess of $28.8 million or 32% above the carrying value of this reporting unit. The Company performed an interim goodwill impairment test as of December 31, 2012 on LSI Virticus, one of its reporting units that contain goodwill. Virticus was acquired March 19, 2012 and is part of the Electronic Components Segment. The reduction of the sales forecast that was originally used to value the Earn-Out liability related to the Virticus acquisition and which ultimately led to an adjustment to the Earn-Out liability in the second quarter of fiscal 2013 (see Note 13), led management to conclude that an interim goodwill impairment test was required on the LSI Virticus reporting unit. As a result of the test, it was determined that goodwill associated with this reporting unit was impaired. Of the original goodwill of $2,413,000, it was determined that $2,141,000 or 89% of the original goodwill value was impaired. A similar test was not performed on the three other reporting units that contain goodwill because the triggering events that indicate the potential impairment of goodwill did not exist. F ‐ 32 As of March 1, 2013, the Company performed its annual goodwill impairment test on the four reporting units that contain goodwill. The goodwill impairment test of one of the reporting units in the Electronic Components Segment that contains goodwill passed with an estimated business enterprise value that was $10.5 million or 42% above the carrying value of this reporting unit. The goodwill impairment test of a reporting unit in the All Other Category passed with an estimated business enterprise value that was $2.1 million or 182% above the carrying value of the reporting unit. The goodwill impairment test of a reporting unit in the Lighting Segment passed with a margin in excess of $8.5 million or 10% above the carrying value of this reporting unit. The fourth reporting unit that contains goodwill that is also in the Electronic Components Segment, LSI Virticus, was found to be fully impaired. It was this same reporting unit that incurred an impairment loss of $2,141,000, or 89% of the original goodwill value, as of December 31, 2012. The remaining $272,000 of goodwill associated with LSI Virticus was found to be fully impaired, primarily as a result of a decline in the discounted cash flows related to this reporting unit. The following table presents information about the Company's goodwill on the dates or for the periods indicated. Goodwill (In thousands) Balance as of June 30, 2012 Goodwill Accumulated impairment losses Goodwill, net as of June 30, 2012 Goodwill acquired during year Impairment losses Balance as of June 30, 2013 Goodwill Accumulated impairment losses Goodwill, net as of June 30, 2013 Lighting Segment Graphics Segment Electronic Components All Other Category Segment Total $ 34,913 $ (34,778) 24,959 $ (24,959) 11,621 $ -- 6,850 $ (5,685) 78,343 (65,422) 135 -- -- -- -- -- 11,621 -- (2,413) 1,165 -- -- 12,921 -- (2,413) 34,913 (34,778) 135 $ 24,959 (24,959) -- $ 11,621 (2,413) 9,208 $ 6,850 (5,685) 1,165 $ 78,343 (67,835) 10,508 $ The Company performed its annual review of indefinite-lived intangible assets as of March 1, 2012 and 2013 and determined there was no impairment. F ‐ 33 The gross carrying amount and accumulated amortization by major other intangible asset class is as follows: Other Intangible Assets (In thousands) Amortized Intangible Assets Customer relationships Patents LED technology firmware, software Trade name Non-compete agreements Total Amortized Intangible Assets Indefinite-lived Intangible Assets Trademarks and trade names Total Indefinite-lived Intangible Assets June 30, 2013 Gross Carrying Amount Accumulated Amortization Net Amount $ 10,352 $ 70 12,361 460 948 24,191 3,422 3,422 7,068 $ 55 10,958 362 591 19,034 -- -- 3,284 15 1,403 98 357 5,157 3,422 3,422 Total Other Intangible Assets $ 27,613 $ 19,034 $ 8,579 Other Intangible Assets (In thousands) Amortized Intangible Assets Customer relationships Patents LED technology firmware, software Trade name Non-compete agreements Total Amortized Intangible Assets Indefinite-lived Intangible Assets Trademarks and trade names Total Indefinite-lived Intangible Assets June 30, 2012 Gross Carrying Amount Accumulated Amortization Net Amount $ 10,352 $ 70 12,361 460 948 24,191 3,422 3,422 6,538 $ 51 9,225 270 455 16,539 -- -- 3,814 19 3,136 190 493 7,652 3,422 3,422 Total Other Intangible Assets $ 27,613 $ 16,539 $ 11,074 (In thousands) Amortization Expense of Other Intangible Assets 2013 2012 2011 Amortization Expense $ 2,495 $ 2,631 $ 2,589 F ‐ 34 The Company expects to record amortization expense as follows: (In thousands) 2014 2015 2016 2017 2018 After 2018 $ $ $ $ $ $ 791 705 699 604 592 1,766 NOTE 7 — REVOLVING LINES OF CREDIT AND LONG-TERM DEBT The Company has a $30 million unsecured revolving line of credit with its bank group in the U.S., most of which, with the exception of a $0.3 million standby letter of credit secured by the revolving line of credit, was available as of June 30, 2013. The line of credit expires in the third quarter of fiscal 2016. Annually in the third quarter, the credit facility is renewable with respect to adding an additional year of commitment, if the bank group and the Company so choose, to replace the year just ended. 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 175 and 215 basis points depending upon the ratio of indebtedness to earnings before interest, taxes, depreciation and amortization (“EBITDA”), as defined in the credit facility. The fee on the unused balance of the $30 million committed line of credit is 25 basis points. Under the terms of this credit facility, the Company has agreed to a negative pledge of assets and is required to comply with financial covenants that limit the amount of debt obligations, require a minimum amount of tangible net worth, and limit the ratio of indebtedness to EBITDA. The Company also has a $5 million line of credit for its Canadian subsidiary. The line of credit expires in the third quarter of fiscal 2015. Interest on the Canadian subsidiary’s line of credit is charged based upon a 200 basis point increment over the LIBOR rate or based upon an increment over the United States base rate if funds borrowed are denominated in U.S. dollars or an increment over the Canadian prime rate if funds borrowed are denominated in Canadian dollars. There are no borrowings against this line of credit as of June 30, 2013. The Company is in compliance with all of its loan covenants as of June 30, 2013. NOTE 8 — CASH DIVIDENDS The Company paid cash dividends of $8,648,000, $5,529,000, and $4,809,000 in fiscal years 2013, 2012, and 2011, respectively. In August 2013, the Company’s Board of Directors declared a $0.06 per share regular quarterly cash dividend (approximately $1,442,000) payable on September 10, 2013 to shareholders of record September 3, 2013. NOTE 9 — EQUITY COMPENSATION Stock Options The Company has an equity compensation plan that was approved by shareholders in November 2012 and that covers all of its full-time employees, outside directors and certain advisors. This 2012 Stock Incentive Plan replaces all previous equity compensation plans. The options granted or stock awards made pursuant to this plan are granted at fair market value at date of grant or award. Options granted to non-employee directors become exercisable 25% each ninety days (cumulative) from date of grant and options granted to employees generally become exercisable 25% per year (cumulative) beginning one year after the date of grant. 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 number of shares reserved for issuance is 1,102,236 shares (includes 312,848 shares transferred in from the previous plan), all of which were available for future grant or award as of June 30, 2013. This plan allows for the grant of incentive stock options, non-qualified stock options, stock appreciation rights, restricted and unrestricted stock awards, performance stock awards, and other stock awards. As of June 30, 2013, a total of 2,341,150 options for common shares were outstanding from this plan as well as two previous stock option plans (each of which had also been approved by shareholders), and of these, a total of 1,643,050 options for common shares were vested and exercisable. As of June 30, 2013, the approximate unvested stock option expense that will be recorded as expense in future periods is $462,435. The weighted average time over which this expense will be recorded is approximately 30 months. F ‐ 35 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. Dividend yield Expected volatility Risk-free interest rate Expected life 2013 2012 2011 3.6% 51% 0.6% 3.1% 55% 1.0% 4.7 yrs. 4.7 yrs. 3.7% 53% 1.4% 4.5 yrs. At June 30, 2013, the 414,750 options granted during fiscal 2013 to both employees and non-employee directors had exercise prices ranging from $6.28 to $6.58, fair values ranging from $2.00 to $2.11 per option, and remaining contractual lives of nine years two months to nine years five months. At June 30, 2012, the 36,000 options granted during fiscal 2012 to both employees and non-employee directors had exercise prices ranging from $6.68 to $7.22 per share, fair values ranging from $2.45 to $2.60 per share, and remaining contractual lives of between nine years five months and nine years eight months. At June 30, 2011, the 288,200 options granted in fiscal 2011 to both employees and non-employee directors had exercise prices ranging from $4.84 to $8.92, fair values ranging from $1.60 to $3.37, and remaining contractual lives of between nine years and nine years five months. 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 2.3% forfeiture rate effective January 1, 2013, with the previous estimated forfeiture rates having been a 3.4% forfeiture rate effective October 1, 2012, a 4.1% forfeiture rate effective April 1, 2012, a 3.6% forfeiture rate effective April 1, 2011, a 3.0% effective July 1, 2010 and a 6.55% prior to July 1, 2010. 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 $842,401, $410,550, and $851,755 of expense related to stock options in fiscal years 2013, 2012 and 2011, respectively. As of June 30, 2013, the Company had 2,331,830 stock options that were vested and that were expected to vest, with a weighted average exercise price of $9.97 per share, an aggregate intrinsic value of $1,530,297 and weighted average remaining contractual terms of 5.6 years. Information related to all stock options for the years ended June 30, 2013, 2012 and 2011 is shown in the following table: Twelve Months Ended June 30, 2013 Weighted Average Exercise Price Weighted Average Remaining Contractual Term Shares Aggregate Intrinsic Value Outstanding at 6/30/12 2,006,250 $ 10.64 5.8 years $ 654,747 Granted Forfeitures Exercised 414,750 $ (44,350) $ (35,500) $ 6.58 13.61 4.93 Outstanding at 6/30/13 2,341,150 $ 9.95 5.6 years $ 1,544,896 Exercisable at 6/30/13 1,643,050 $ 11.34 4.6 years $ 524,522 F ‐ 36 Twelve Months Ended June 30, 2012 Weighted Average Exercise Price Weighted Average Remaining Contractual Term Shares Aggregate Intrinsic Value Outstanding at 6/30/11 2,123,939 $ 10.80 6.3 years $ 955,401 Granted Forfeitures Exercised 36,000 $ (150,939) $ (2,750) $ 7.13 12.12 5.18 Outstanding at 6/30/12 2,006,250 $ 10.64 5.8 years $ 654,747 Exercisable at 6/30/12 1,404,400 $ 12.11 5.1 years $ 234,971 Twelve Months Ended June 30, 2011 Weighted Average Exercise Price Weighted Average Remaining Contractual Term Shares Aggregate Intrinsic Value Outstanding at 6/30/10 2,123,086 $ 11.64 6.6 years $ 15,270 Granted Forfeitures Exercised $ 288,200 (280,347) $ (7,000) 5.29 11.53 8.40 Outstanding at 6/30/11 2,123,939 $ 10.80 6.3 years $ 955,401 Exercisable at 6/30/11 1,192,814 $ 12.85 5.0 years $ 112,594 The aggregate intrinsic values of options exercised during the years ended June 30, 2013, 2012 and 2011 were $95,223, $3,365 and $6,526, respectively. The Company received $175,023, $14,235, and $58,800 of cash from employees who exercised options in the fiscal years 2013, 2012 and 2011, respectively. Stock Compensation Awards The Company awarded a total of 8,092 common shares in fiscal 2013, a total of 7,076 common shares in fiscal 2012, and a total of 6,256 common shares in fiscal 2011 as stock compensation awards. These common shares were valued at their approximate $56,700, $47,700, and $40,900 fair market values on their dates of issuance, 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 receive a nominal stock award following their twentieth employment anniversary. Stock compensation awards are made in the form of newly issued common shares of the Company. 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 June 30, 2013 there were 27 participants, all with fully vested account balances. A total of 288,505 common shares with a cost of $2,791,000, and 266,615 common shares with a cost of $2,641,000 were held in the plan as of June 30, 2013 and June 30, 2012, 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 and for distributions to terminated employees. The Company does not issue new common shares for purposes of the non-qualified deferred compensation plan. The Company accounts for assets held in the non-qualified deferred compensation plan in accordance with Accounting Standards Codification Topic 710, F ‐ 37 Compensation — General. The Company used approximately $175,100 and $154,300 to purchase 25,549 and 22,855 common shares of the Company in the open stock market during fiscal years 2013 and 2012, respectively, for either employee salary deferrals or Company contributions into the non-qualified deferred compensation plan. For fiscal year 2014, the Company estimates the Rabbi Trust for the Nonqualified Deferred Compensation Plan will make net repurchases in the range of 22,000 to 25,000 common shares of the Company. The Company does not currently repurchase its own common shares for any other purpose. NOTE 10 — LEASES AND PURCHASE COMMITMENTS Purchase commitments, including minimum annual rental commitments, of the Company totaled $33,273,000 and $27,669,000 as of June 30, 2013 and June 30, 2012, respectively. The Company leases certain of its facilities and equipment under operating lease arrangements. The facility leases contain the option to renew for periods ranging from one to five years. Rental expense was $1,794,000 in 2013, $1,836,000 in 2012, and $2,858,000 in 2011. Minimum annual rental commitments under non-cancelable operating leases are indicated in the table below: 2014 $1,399,000 2015 $1,248,000 2016 $1,062,000 2017 $1,026,000 2018 $942,000 2019 & Beyond $143,000 NOTE 11 — INCOME TAXES The following information is provided for the years ended June 30: (In thousands) Components of income before income taxes: United States Foreign Income before income taxes Provision (benefit) for income taxes: Current U.S. federal State and local Foreign Total current Deferred Total provision for income taxes (In thousands) Reconciliation to federal statutory rate: Federal statutory tax rate State and local taxes, net of federal benefit Impact of foreign operations Federal and state tax credits Goodwill Valuation allowance Domestic Production Activities Deduction Uncertain Tax Position Activity Contingent Liability Other Effective tax rate F ‐ 38 2013 2012 2011 $ $ $ $ $ $ $ 2,369 (1,754) 615 972 (440) (57) 475 $ $ $ 8,131 (1,940) 6,191 2,543 313 (198) 2,658 263 738 $ 309 2,967 $ 17,430 (1,263) 16,167 4,047 393 (104) 4,336 1,003 5,339 2013 2012 2011 34.0% 17.0 (7.1) (34.1) 133.6 145.6 (22.2) (101.6) (49.6) 4.5 120.1% 34.0% 6.6 (4.1) (1.3) 1.3 13.1 (4.0) (0.9) -- 3.2 47.9% 34.3% 2.0 (1.5) (0.9) (0.1) 3.5 (2.7) (2.8) -- 1.2 33.0% The components of deferred income tax assets and (liabilities) at June 30, 2013 and 2012 are as follows: (In thousands) Reserves against current assets Accrued expenses Depreciation Goodwill, acquisition costs and intangible assets Deferred compensation State net operating loss carryover and credits Foreign net operating loss carryover and credits Valuation reserve U.S. Federal net operating loss carryover and credits Net deferred income tax asset Reconciliation to the balance sheets as of June 30, 2013 and 2012: (In thousands) Deferred income tax asset included in: Other current assets Other long-term assets Net deferred income tax asset 2013 2012 $ $ 370 1,686 (3,709) 1,646 999 1,991 4,256 (5,750) 606 358 1,510 (3,719) 1,838 955 1,978 3,827 (5,009) 620 $ 2,095 $ 2,358 2013 2012 $ $ 2,056 39 $ 1,868 490 2,095 $ 2,358 As of June 30, 2013 and 2012, the Company has recorded a deferred state income tax asset in the amount of $1,727,000 and $1,715,000, respectively, net of federal tax benefits, related to non-refundable New York state tax credits. The Company has determined that this deferred state income tax asset requires a partial valuation reserve. These credits do not expire, but the Company has determined that this asset more likely than not, will not be realized within the next twenty years. As of June 30, 2013 and 2012, the Company has recorded a valuation reserve in the amount of $1,231,000 and $919,000, respectively. This activity netted to an additional state income tax expense of $312,000 and $95,000 in fiscal years 2013 and 2012, respectively, and zero in fiscal year 2011. As of June 30, 2013 and 2012, the Company has recorded a deferred state income tax asset in the amount of $90,000 related to a state net operating loss carryover in Tennessee, and has determined that a full valuation reserve is required. Since this Tennessee-based company was sold, the Company has determined this asset more likely than not, will not be realized. This activity netted to an additional state income tax expense of $0 in fiscal years 2013 and 2012 and $11,000 in fiscal year 2011. As of June 30, 2013 and 2012, the Company has recorded a deferred state income tax asset in the amount of $173,000 related to a state net operating loss carryover and a state research and development credit in Oregon acquired during the acquisition of Virticus Corporation. The Company has determined this asset more likely than not, will not be realized and that a full valuation reserve is required. As of June 30, 2013 and 2012, the Company has recorded deferred tax assets for its Canadian subsidiary related to net operating loss carryover and to research and development tax credits totaling $4,256,000 and $3,827,000, respectively. In view of the financial statements of this subsidiary and a current series of loss years, the Company has determined these assets, more likely than not, will not be realized. Considering all issues discussed above, the Company has recorded valuation reserves of $5,750,000 and $5,009,000 as of June 30, 2013 and 2012, respectively. The Company accounts for uncertain tax positions in accordance with Accounting Standards Codification 740-10. At June 30, 2013, tax and interest, net of potential federal tax benefits, were $630,000 and $395,000 respectively, of the total reserve for uncertain tax positions of $1,244,000. Additionally, penalties were $219,000 of the reserve at June 30, 2013. Of the $1,244,000 reserve for uncertain tax positions, $1,025,000 would have an unfavorable impact on the effective tax rate if recognized. At June 30, 2012, tax and interest, net of potential federal tax benefits, were $1,234,000 and $429,000, respectively, of the total reserve for uncertain tax positions of $1,941,000. Additionally, penalties were $278,000 of the F ‐ 39 reserve at June 30, 2012. Of the $1,941,000 reserve for uncertain tax positions, $1,663,000 would have an unfavorable impact on the effective tax rate if recognized. The liability for uncertain tax positions is included in Other Long-Term Liabilities. The Company recognized a $540,000 tax benefit in fiscal 2013, a $9,000 tax benefit in fiscal 2012, and a $421,000 tax benefit in fiscal 2011 related to the change in reserves for uncertain tax positions. The Company is recording estimated interest and penalties related to potential underpayment of income taxes as a component of tax expense in the Consolidated Statements of Operations. The reserve for uncertain tax positions is not expected to change significantly in the next twelve months. The fiscal 2013, 2012 and 2011 gross tax activity in the liability for uncertain tax positions was as follows: (in thousands) 2013 2012 2011 Balance at beginning of the fiscal year Decreases — tax positions in prior period Increases — tax positions in current period Settlements and payments Lapse of statute of limitations Balance at end of the fiscal year $ $ 1,860 (234) 37 (694) — 969 $ $ 1,910 (284) 234 — — 1,860 $ $ 2,366 (172) 74 — (358) 1,910 The Company files a consolidated federal income tax return in the United States, and files various combined and separate tax returns in several foreign, state, and local jurisdictions. With limited exceptions, the Company is no longer subject to U.S. Federal, state and local tax examinations by tax authorities for fiscal years ending prior to June 30, 2009. NOTE 12 — SUPPLEMENTAL CASH FLOW INFORMATION (In thousands) Cash payments: Interest Income taxes Issuance of common shares as compensation NOTE 13 — COMMITMENTS AND CONTINGENCIES 2013 2012 2011 $ $ $ 76 3,404 57 $ $ $ 132 1,016 48 $ $ $ 138 6,373 41 As part of the acquisition of Virticus Corporation on March 19, 2012, a contingent Earn-Out liability of $877,000 was recorded based on the fair value of estimated Earn-Out payments. This discounted liability is to be paid over a five year period, contingent upon reaching certain sales in each year over the five year period (fiscal year 2013 through fiscal year 2017). In December 2012, as a result of modified sales forecasts for LSI Virticus, the fair value of the Earn-Out liability was adjusted to $218,000. In June 2013, another revised forecast was provided which in turn reduced the remaining Earn- Out liability to zero. In addition to the $877,000 reversal of the Earn-Out liability, which was recorded in selling and administrative expenses in Corporate and Eliminations, $20,000 of accrued interest expense was also reversed. As of June 30, 2013, the maximum potential undiscounted liability related to the earn-out is $4 million. This is based upon the assumption that a future sales forecast will reestablish the Earn-Out liability. The likelihood of this occurring is considered less than probable. The Company is party to various negotiations, customer bankruptcies, and legal proceedings arising in the normal course of business. The Company provides reserves for these matters when a loss is probable and reasonably estimable. The Company does not disclose a range of potential loss because the likelihood of such a loss is remote. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Company’s financial position, results of operations, cash flows or liquidity. The Company may occasionally issue a standby letter of credit in favor of third parties. As of June 30, 2013, standby letter of credit agreements totaled $0.3 million. F ‐ 40 NOTE 14 — RELATED PARTY TRANSACTIONS The Company has recorded expense for the following related party transactions in the fiscal years indicated (amounts in thousands): Keating Muething & Klekamp PLL American Engineering and Metal Working 3970957 Canada Inc. Synergy Electronic LTD 2013 2012 2011 $ $ $ $ 84 394 182 232 $ $ $ $ 172 272 190 195 $ $ $ $ 127 178 181 81 As of the balance sheet date indicated, the Company had the following liabilities recorded with respect to related party transactions (amounts in thousands): Keating Muething & Klekamp PLL American Engineering and Metal Working Synergy Electronic LTD June 30, 2013 June 30, 2012 $ $ $ 19 $ 5 $ 5 $ 7 33 -- The law firm of Keating Muething & Klekamp PLL, of which one of the Company’s independent outside directors is a senior partner, is the Company’s primary outside law firm providing legal services in most all areas required other than patents and intellectual property. The manufacturing firm of American Engineering and Metal Working, which is owned and operated by the son of the president of the Company’s Graphics Segment, provides metal fabricated components. 3970957 Canada Inc., which is owned by the former president and another executive of the Company’s LSI Saco Technologies subsidiary, owns the building that the Canadian operation occupies and rents. Synergy Electronic LTD, which is owned and operated by the brother of an executive at LSI Saco Technologies, manufactures molds and materials used in video screens and research and development projects. NOTE 15 — SUMMARY OF QUARTERLY RESULTS (UNAUDITED) (In thousands except per share data) Sept. 30 Dec. 31 March 31 June 30 Quarter Ended Fiscal Year 2013 Net sales Gross profit Net income (loss) Earnings (loss) per share Basic Diluted Range of share prices High Low 2012 Net sales Gross profit Net income (loss) Earnings (loss) per share Basic Diluted Range of share prices High Low $ 74,719 $ 17,871 1,830 71,082 $ 13,882 (2,450) 66,152 $ 13,921 (315) 68,837 $ 14,736 812 280,790 60,410 (123) $ $ $ $ $ $ $ $ $ 0.08 $ 0.08 $ (0.10) $ (0.10) $ (0.01) $ (0.01) $ 0.03 $ 0.03 $ (0.01)(a) (0.01)(a) 7.42 $ 6.19 $ 7.38 $ 6.10 $ 7.77 $ 6.80 $ 8.46 $ 6.78 $ 8.46 6.10 65,495 $ 15,464 1,324 68,774 $ 14,926 772 62,937 $ 13,316 (377) 71,196 $ 16,607 1,505 268,402 60,313 3,224 0.05 $ 0.05 $ 0.03 $ 0.03 $ (0.02) $ (0.02) $ 0.06 $ 0.06 $ 0.13(a) 0.13(a) 8.91 $ 5.93 $ 7.04 $ 5.45 $ 7.70 $ 5.85 $ 7.64 $ 5.81 $ 8.91 5.45 F ‐ 41 2011 Net sales Gross profit Net income Earnings per share Basic Diluted Range of share prices High Low $ 79,851 $ 20,622 4,268 74,805 $ 18,647 2,948 64,628 $ 16,324 2,115 74,217 $ 16,752 1,497 293,501 72,345 10,828 $ $ $ $ 0.18 $ 0.18 $ 0.12 $ 0.12 $ 0.09 $ 0.09 $ 0.06 $ 0.06 $ 0.45 0.44(a) 6.46 $ 4.69 $ 9.61 $ 6.38 $ 8.79 $ 6.86 $ 8.62 $ 6.90 $ 9.61 4.69 (a) The total of the earnings per share for each of the four quarters does not equal the total earnings per share for the full year because the calculations are based on the average shares outstanding during each of the individual periods. At August 26, 2013, there were 502 shareholders of record. The Company believes this represents approximately 3,000 beneficial shareholders. F ‐ 42 LSI INDUSTRIES INC. SELECTED FINANCIAL DATA (In thousands except per share data) The following data has been selected from the Consolidated Financial Statements of the Company for the periods and dates indicated: Statement of Operations Data: Net sales Cost of products and services sold Loss on sale of a subsidiary Selling and administrative expenses Loss contingency (a) Goodwill and intangible asset impairment (b) Operating income (loss) Interest (income) Interest expense Income (loss) before income taxes Income taxes 2013 2012 2011 2010 2009 $ 280,790 $ 220,380 — 57,367 — 268,402 208,089 — 53,724 — $ 293,501 221,156 — 56,041 — $ $ 254,402 198,030 639 53,671 — 233,799 181,972 — 51,571 200 2,413 258 — 153 14,467 630 (47) 62 615 738 6,331 (25) 165 6,191 2,967 16,304 (43) 180 16,167 5,339 1,909 (28) 153 1,784 360 (14,411) (97) 89 (14,403) (989) Net income (loss) $ (123) $ 3,224 $ 10,828 $ 1,424 $ (13,414) Earnings (loss) per common share Basic Diluted Cash dividends paid per share Weighted average common shares Basic Diluted Balance Sheet Data: (At June 30) Working capital Total assets Long-term debt, including current maturities Shareholders’ equity $ $ $ (0.01) $ (0.01) $ 0.13 0.13 0.36 $ 0.23 $ $ $ 0.45 0.44 0.20 $ $ $ 0.06 0.06 0.20 $ $ $ (0.62) (0.62) 0.30 24,313 24,385 24,298 24,352 24,287 24,339 24,128 24,134 21,800 21,800 2013 2012 2011 2010 2009 $ 76,703 169,179 $ 83,702 175,226 $ 84,524 176,021 $ 73,568 173,845 $ 72,500 153,118 — 141,690 — 149,368 1,099 151,218 1,132 144,218 — 130,473 (a) The Company recorded loss contingency reserves in fiscal year 2009 related to a patent litigation matter. (b) The Company recorded a significant impairment of goodwill and intangible assets in fiscal 2009 and fiscal 2013, and minor impairments in fiscal 2012 and 2010. See Note 6. F ‐ 43 LSI INDUSTRIES INC. AND SUBSIDIARIES SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS FOR THE YEARS ENDED JUNE 30, 2013, 2012, AND 2011 (In Thousands) COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E COLUMN F Balance Beginning of Period Additions Charged to Costs and Expenses Additions from Acquired Company Deductions (a) Balance End of Period Description Allowance for Doubtful Accounts: Year Ended June 30, 2013 Year Ended June 30, 2012 Year Ended June 30, 2011 $ $ $ 385 $ 826 $ 399 $ 269 $ 360 $ 1,183 $ — $ 4 $ — $ (308) $ (805) $ (756) $ 346 385 826 Inventory Obsolescence Reserve: Year Ended June 30, 2013 Year Ended June 30, 2012 Year Ended June 30, 2011 $ $ $ 2,156 $ 1,813 $ 1,537 $ 2,957 $ 1,453 $ 1,422 $ — $ — $ — $ (2,026) $ (1,110) $ (1,146) $ 3,087 2,156 1,813 Deferred Tax Asset Valuation Reserve: Year Ended June 30, 2013 Year Ended June 30, 2012 Year Ended June 30, 2011 $ $ $ 5,009 $ 4,200 $ 3,355 $ 741 $ 636 $ 845 $ — $ 173 $ — $ — $ — $ — $ 5,750 5,009 4,200 (a) For Allowance for Doubtful Accounts, deductions are uncollectible accounts charged off, less recoveries. F ‐ 44 EXHIBIT 21 SUBSIDIARIES OF THE REGISTRANT Business and Location Percent Owned by Registrant State of Incorporation Subsidiary Grady McCauley Inc. Digital image and screen printed graphics North Canton, OH LSI Adapt Inc. Project management and installation services North Canton, OH LSI ADL Technology Inc. Electronic Circuit Boards Columbus, OH LSI Greenlee Lighting Inc. [Inactive] LSI Kentucky LLC LSI Lightron Inc. Menu board systems; metal fabrication Independence, KY Fluorescent lighting New Windsor, NY LSI Marcole Inc. [Inactive] LSI MidWest Lighting Inc. Fluorescent lighting Kansas City, KS LSI Retail Graphics LLC Interior graphics and signs Woonsocket, RI LSI Integrated Graphics LLC LSI Saco Technologies Inc. Screen and digital printed materials, and illuminated and non-illuminated architectural graphics Houston, TX LED lighting and LED video screen manufacturing, research and Development Montreal, Quebec 100 % Ohio 100 % Ohio 100 % Ohio 100 % Delaware 100 % Ohio 100 % Ohio 100 % Tennessee 100 % Kansas 100 % Ohio 100 % Ohio 100 % Quebec, Canada LSI Virticus Inc. Lighting Control Systems 100 % Oregon EXHIBIT 23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We have issued our reports dated September 6, 2013, with respect to the consolidated financial statements, schedules, and internal control over financial reporting in the Annual Report of LSI Industries Inc. on Form 10-K for the year ended June 30, 2013. We hereby consent to the incorporation by reference of said reports in the Registration Statements of LSI Industries Inc. on Form S-3 (File No. 333-169266) and on Forms S-8 (File No. 333-11503, File No. 333-91531, File No. 333-100038, File No 333-100039, File No. 333-110784, File No. 333-169264, File No. 333-183747, and File No. 333- 186446). /s/ GRANT THORNTON LLP Cincinnati, Ohio September 6, 2013 Certification of Principal Executive Officer Pursuant to Rule 13a-14(a) EXHIBIT 31.1 I, Robert J. Ready, certify that: 1. I have reviewed this annual report on Form 10-K of LSI Industries Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors: (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. Date: September 6, 2013 /s/ Robert J. Ready Robert J. Ready Principal Executive Officer Certification of Principal Financial Officer Pursuant to Rule 13a-14(a) EXHIBIT 31.2 I, Ronald S. Stowell, certify that: 1. I have reviewed this annual report on Form 10-K of LSI Industries Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors: (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. Date: September 6, 2013 /s/ Ronald S. Stowell Ronald S. Stowell Principal Financial Officer CERTIFICATION OF ROBERT J. READY Pursuant to Section 1350 of Chapter 63 of the United States Code and Rule 13a-14b EXHIBIT 32.1 In connection with the filing with the Securities and Exchange Commission of the Annual Report of LSI Industries Inc. (the “Company”) on Form 10-K for the fiscal year ended June 30, 2013 (the “Report”), I, Robert J. Ready, Principal Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes- Oxley Act of 2002, that to the best of my knowledge: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Robert J. Ready Robert J. Ready Chairman of the Board and Chief Executive Officer September 6, 2013 A signed original of this written statement required by Section 906 has been provided to LSI Industries Inc. and will be retained by LSI Industries Inc. and furnished to the Securities and Exchange Commission or its staff upon request. CERTIFICATION OF RONALD S. STOWELL Pursuant to Section 1350 of Chapter 63 of the United States Code and Rule 13a-14b EXHIBIT 32.2 In connection with the filing with the Securities and Exchange Commission of the Annual Report of LSI Industries Inc. (the “Company”) on Form 10-K for the fiscal year ended June 30, 2013 (the “Report”), I, Ronald S. Stowell, Principal Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes- Oxley Act of 2002, that to the best of my knowledge: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Ronald S. Stowell Ronald S. Stowell Vice President, Chief Financial Officer, and Treasurer September 6, 2013 A signed original of this written statement required by Section 906 has been provided to LSI Industries Inc. and will be retained by LSI Industries Inc. and furnished to the Securities and Exchange Commission or its staff upon request. This page intentionally left blank. This page intentionally left blank. Leadership. Strength. Innovation. Those are the key values behind the smart vision upon which LSI Industries Inc. was founded when established in 1976. Today LSI demonstrates this in our dedication to advancing technology throughout all aspects of our business. We are a vertically integrated manufacturer who combines integrated technology, design and manufacturing to produce the most efficient, high quality products possible. Everything we build is done right here in one of our US plants. We are committed to advancing solid-state technology to make affordable, high performance, energy efficient lighting and custom graphic products that bring value to our customers. We have a vast offering of innovative solutions for virtually any lighting or graphics application. In addition, we can provide sophisticated lighting and energy management control solutions to help customers manage their energy performance. Further, we can provide design support, engineering, installation and project management for custom graphics rollout programs for today’s retail environment. LSI is a U.S. manufacturer with marketing / sales efforts throughout the world with concentration currently on North America, Latin America, Australia, New Zealand, Asia, Europe and the Middle East. Our major markets include the commercial / industrial lighting, petroleum / convenience store, multi-site retail (including automobile dealerships, restaurants and national retail accounts), sports and entertainment markets. Headquartered in Cincinnati, Ohio, LSI has facilities in Ohio, Kansas, Kentucky, New York, North Carolina, Oregon, Rhode Island, Texas and Montreal, Canada. The Company’s common shares are traded on the NASDAQ Global Select Market under the symbol LYTS. A review of the operating results for fiscal 2013 does not begin to reflect the activities or accomplishments of the year. During the past year, we took a hard look internally and determined we needed to both do some house cleaning and invest more in the future. We examined every part of our business, made capital investments where needed, wrote off impaired assets, reserved for obsolete inventory, rationalized manufacturing operations, and examined the requirements of moving toward a more technology-based company. We believe strongly that Our Lighting Segment focus for fiscal 2014 will be to introduce a flow of new and important LED lighting products, and expand our presence and market share in both our specialized niche markets and the large commercial and industrial lighting market. At the same time, we have set goals to increase our manufacturing output, lower costs, and improve product quality all on an on-going basis. In addition, our video screen and international businesses are gaining strength and, we believe, have the potential for significant growth over the this stage-setting for the future was needed but it did adversely longer term. impact sales and earnings for the fiscal year ended June 30, 2013. On the lighting side of our business, we focused our investments and resources primarily toward solid-state LED lighting. At our current run rate, nearly 40%of our lighting products are LED-based, and we fully expect this percentage to continue its rapid growth. Moving into LED lighting, which we entered six years ago, has been a multi-year challenge and a sometimes difficult learning experience. This process was not without its complications, and, as a pioneer we found ourselves setting new technical and other standards in many cases. As a leader in LED lighting we learned that there was now a far greater technology aspect to our operations than the conventional manufacturing disciplines we were accustomed to historically. Many new considerations and processes had to be incorporated into our thinking throughout the Company. We have been working to set the stage to capture future growth in LED lighting by engineering and introducing new LED products, refining production processes, utilizing our vertically integrated capabilities, developing advanced lighting controls, improving product reliability, revising our warranty programs, and strengthening our selling channels of distribution. We are already beginning to see positive results as we enter fiscal 2014. Our new Sterling™ and Legacy™ LED lighting products have received strong acceptance in the marketplace with order rates running substantially above our forecasts. In fact, so much so that we have had to increase manufacturing capacity by adding a second shift. One of our most demanding immediate challenges is to meet order demand. New construction forecasts for 2014 call for increased spending which is, of course, positive for the lighting industry. LED lighting is literally transforming the lighting landscape and we are well-positioned to supply the products and services needed by our customers. The graphics side of our business also received a lot of internal attention during the past year. During fiscal 2013 our Graphics Segment continued to see improving demand in the markets we serve, allowing for higher sales and profitability, especially during the second half of the year. Larger programs began to open up, and during the year we completed a major re-imaging initiative with a leading grocer with over 700 stores. With the expectation of stronger demand, we focused our efforts on personnel, technology and equipment. Improvements are continuing in each of these categories. With respect to the outlook for fiscal 2014 for graphics, we are optimistic that we will experience double-digit revenue growth and significantly improved profitability. We are seeing increasing activity in all of the major sectors that we serve, including petroleum, QSR, drugstore, retail, and grocery. Each of these sectors has experienced dynamic shifts in how they address their markets as landscapes have shifted to reflect society's changing tastes. The combination of changing go-to-market strategies, combined with the need to refresh aging images, appears to be converging into a very positive environment for the graphics business during fiscal 2014 and beyond. In addition, our Graphics Segment continues to work with the Lighting Segment to provide a more integrated one-stop shopping experience for customers seeking lighting, graphics, and technology. Many customers are implementing vendor consolidation programs, and we are uniquely positioned in the image space to serve this need. A strong balance sheet has always been a hallmark of LSI. At fiscal year-end we were debt free, our current ratio was 3.4, and shareholders' equity was $142 million. Expected positive cash flow, along with our sound capital structure and $35 million of unused commercial bank credit facilities, will comfortably fund our anticipated capital requirements during fiscal 2014 and beyond. We have paid regular cash dividends since 1989 and know these distributions are important to our shareholders. The indicated annual rate for fiscal 2014 has been set at $0.24 per share, the same as fiscal 2013. We also paid a special dividend of $0.12 per share during fiscal 2013. Subject to actual and forecasted operating results, we would hope to be able to consider an increase in this annual rate when we wrap-up fiscal 2014 and contemplate fiscal 2015. We truly believe this will be a pivotal year for LSI and look forward to reporting much improved operating results. Our Annual Shareholders' Meeting will be held at our corporate headquarters on November 21st, at 10:00 a.m. We invite you to attend and learn more about our vision for the future. Sincerely, Robert J. Ready Chairman & CEO Scott D. Ready President Board of Directors Robert J. Ready Chairman of the Board Chief Executive Officer James P. Sferra Secretary Executive Vice President - Manufacturing Robert P. Beech Entrepreneur-in-Residence for Biosciences, CincyTechUSA Cincinnati, Ohio Gary P. Kreider Senior Partner of Keating Muething & Klekamp PLL Cincinnati, Ohio Corporate Officers and Executive Management Robert J. Ready Chief Executive Officer Scott D. Ready President, LSI Industries Inc. James P. Sferra Secretary Executive Vice President - Manufacturing Dennis B. Meyer Director of Midmark Corporation (retired) Versailles, Ohio Wilfred T. O’Gara Chief Executive Officer – The O'Gara Group, Inc. Cincinnati, Ohio Mark A. Serrianne Chairman of the Board (retired) - Northlich, Inc. Cincinnati, Ohio Ronald S. Stowell Vice President Chief Financial Officer, and Treasurer David W. McCauley President, LSI Graphics Segment Scott D. Ready President, LSI Lighting Segment Shareholder Information Dividend Reinvestment Plan Legal Counsel Keating Muething & Klekamp PLL Cincinnati, Ohio Independent Registered Public Accounting Firm Grant Thornton LLP Cincinnati, Ohio Transfer Agent and Registrar Computershare Trust Company, N.A. 250 Royall Street, Mail Stop 1A Canton, Massachusetts 02021-1011 Annual Meeting The LSI Industries Inc. annual shareholders' meeting will be held Thursday, November 21, 2013 at 10:00 a.m. at the Company’s corporate offices located at 10000 Alliance Road, Cincinnati, Ohio. Corporate Headquarters LSI Industries Inc. 10000 Alliance Road Cincinnati, Ohio 45242 The LSI Industries Automatic Dividend Reinvestment and Stock Purchase Plan offers registered shareholders and employees an opportunity to purchase additional shares through automatic dividend reinvestment and/or optional cash investments. For additional information, contact: Computershare Trust Company, N.A. 250 Royall Street, Mail Stop 1A Canton, Massachusetts 02021-1011 (312) 588-4990 (866) 770-0656 E-mail: web.queries@computershare.com Internet: www.computershare.com Market for the Company’s Common Shares LSI Industries Inc. Common Shares are traded on the NASDAQ Global Select Market under the symbol LYTS. Internet Site The LSI Industries site on the Internet, www.lsi-industries.com, contains the Company’s 10-K and 10-Q filings, proxy statements, other SEC filings, annual reports, news releases, stock prices, and a variety of other information about LSI Industries and its products and services. A N N U A L R E P O R T 2 0 1 3 

Continue reading text version or see original annual report in PDF format above