Lsi Industries Inc 8-K/A, filed Aug 5, 2021

Lsi Industries Inc (LYTS)

8-K/A 2021-08-05 For: 2021-05-21

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Added on April 08, 2026

About this 8-K/A

Lsi Industries Inc filed this 8-K/A on August 5, 2021, reporting on events of May 21, 2021.

Items reported

Item 9.01: Financial statements and exhibits

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Ohio		01-13375		31-0888951
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, no par value	LYTS	NASDAQ

		LSI INDUSTRIES INC.

		By:/s/ Thomas A. Caneris
		Thomas A. Caneris
		Senior Vice President Human Resources and General Counsel

Independent Auditor’s Report	1-2

Financial statements

Consolidated balance sheets	3

Consolidated statements of operations and comprehensive income (loss)	4

Consolidated statements of changes in stockholders’ equity	5

Consolidated statements of cash flows	6

Notes to consolidated financial statements	7-25

	2020			2019
	(as restated)			(as restated)
Assets

Current assets:
Cash	$	1,044,199		$	669,460
Accounts receivable, net		13,746,003			7,767,476
Inventory, net		8,880,628			5,544,411
Prepaid expenses and other current assets		882,586			613,000
Total current assets		24,553,416			14,594,347

Property, plant and equipment, net		4,340,641			4,375,930

Other assets:
Deposits		63,197			81,562
Note receivable		-			14,850,000
Intangible assets, net		6,938,726			11,187,216
Goodwill		12,987,124			12,978,815
Other long term receivables		336,589			-
Total other assets		20,325,636			39,097,593

Total assets	$	49,219,693		$	58,067,870

Liabilities and Stockholders’ Equity

Current liabilities:
Revolving line of credit	$	4,776,656		$	5,493,160
Capital lease liability, current		71,098			103,064
Accounts payable		6,334,180			3,346,486
Accrued expenses and other current liabilities		4,193,762			1,919,581
Total current liabilities		15,375,696			10,862,291

Long-term debt		26,600,896			40,056,526
Capital lease liability, net of current portion		122,880			106,608
Deferred income taxes		1,243,051			1,326,270
Total liabilities		43,342,523			52,351,695

Commitments (Note 8)

Stockholders’ Equity
Series A Preferred Stock, $0.001 par value, 18,007 shares authorized, 13,535 issued and outstanding; liquidation preference $18,216,782 and $16,866,188 at December 31, 2020 and 2019		13,534,880			13,534,880
Series B Preferred Stock, $0.001 par value, 7,000 shares authorized, 4,280 issued and outstanding; liquidation preference $7,351,061 and $6,172,933 at December 31, 2020 and 2019		4,280,953			4,280,953
Common stock, $0.001 par value, 14,825 shares authorized, 11,474 shares issued and outstanding		11			11
Accumulated deficit		(11,391,466	)		(11,647,843	)
Accumulated other comprehensive loss		(547,208	)		(451,826	)
Total stockholders’ equity		5,877,170			5,716,175

Total liabilities and stockholders’ equity	$	49,219,693		$	58,067,870

	Series A				Series B																Accumulated
	Preferred Stock				Preferred Stock						Common Stock				Additional						Other
	Number of				Number of						Number of				Paid-in			Accumulated			Comprehensive			Total
	Shares		Amount		Shares			Amount			Shares		Amount		Capital			Deficit			Loss			(as restated)

Balance, December 31, 2018		13,535	$	13,534,880		4,894		$	4,894,460			11,474	$	11	$	116,440		$	(14,761,374	)	$	19,681		$	3,804,098
Restatement (Note 2)		-		-		-			-			-		-		-			3,894,720			(408,268	)		3,486,452
Balance, January 1, 2019 as restated		13,535		13,534,880		4,894			4,894,460			11,474		11		116,440			(10,866,654	)		(388,587	)		7,290,550
Net loss		-		-		-			-			-		-		-			(758,717	)		-			(758,717	)
Preferred stock dividends and return of capital		-		-		(614	)		(613,507	)		-		-		(116,440	)		(22,472	)		-			(752,419	)
Foreign currency translation adjustment		-		-		-			-			-		-		-			-			(63,239	)		(63,239	)
Balance, December 31, 2019, as restated		13,535		13,534,880		4,280			4,280,953			11,474		11		-			(11,647,843	)		(451,826	)		5,716,175
Net income		-		-		-			-			-		-		-			256,377			-			256,377
Foreign currency translation adjustment		-		-		-			-			-		-		-			-			(95,382	)		(95,382	)

Balance, December 31, 2020, as restated		13,535	$	13,534,880		4,280		$	4,280,953			11,474	$	11	$	-		$	(11,391,466	)	$	(547,208	)	$	5,877,170

	2020			2019
	as restated			as restated
Cash flows from operating activities:
Net income (loss)	$	256,377		$	(758,717	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation		776,148			858,442
Amortization of intangible assets		4,250,928			1,426,893
Amortization of debt discount		237,840			408,273
Payment-in-kind interest expense		1,156,530			2,404,746
Interest rate swap agreement		-			12,016
Loss on impairment of intangible assets		-			251,473
Loss on disposal of property and equipment		14,673			126,719
Deferred income taxes		(83,219	)		665,436
Changes in assets and liabilities:
Accounts receivable, net		(5,952,542	)		(989,947	)
Inventory, net		(3,311,871	)		(72,085	)
Prepaid expenses and other current assets		(255,582	)		1,543,350
Other long term receivables		(336,589	)		-
Deposits		19,005			56,830
Accounts payable		2,841,317			(1,910,067	)
Accrued expenses and other current liabilities		2,393,398			(1,154,371	)
Net cash provided by operating activities		2,006,413			2,868,991

Cash flows from investing activities:
Purchase of property and equipment		(649,587	)		(811,000	)
Net cash used in investing activities		(649,587	)		(811,000	)

Cash flows from financing activities:
Dividends paid and return of capital		-			(752,419	)
Net (payments) advances on line of credit		(716,504	)		1,887,966
Payments on capital lease obligations		(111,479	)		(134,813	)
Proceeds from long term debt		-			9,000,000
Payments on long term debt		-			(11,016,831	)
Debt issuance costs		-			(757,092	)
Net cash used in financing activities		(827,983	)		(1,773,189	)

Impact of change in foreign exchange rates on cash		(154,104	)		(195,857	)

Net increase in cash		374,739			88,945

Cash, beginning of year		669,460			580,515

Cash, end of year	$	1,044,199		$	669,460

Supplemental disclosures of cash flow information:
Cash paid for interest	$	3,016,714		$	2,020,381

Cash paid for income taxes	$	353,100		$	-

Supplemental disclosure of noncash financing activities:
Capital lease obligations incurred to acquire property and equipment	$	95,291		$	-

Long-term debt settled in exchange for note receivable	$	14,850,000		$	-

	2020						2020
	As Reported			Adjustment			As Restated
Assets	$	42,726,056		$	6,493,637		$	49,219,693
Liabilities		42,253,879			1,088,644			43,342,523
Stockholders' equity (deficit)		472,177			5,404,993			5,877,170
Operating expenses		15,574,029			(1,296,375	)		14,277,654
Net other expense		(3,835,910	)		5,700			(3,830,210	)
Income tax expense		9,623			515,334			524,957
Net income (loss)		(530,364	)		786,741			256,377
Net comprehensive income (loss)		(625,746	)		786,741			160,995

Patents			13 years
Noncompete agreements			2-8 years
Customer base and relationships			10 years
Engineering drawings			7 years
Trade name			2 years

	Estimated
	Useful Lives
Description	(Years)

Land		Indefinite
Buildings and building improvements		15-40
Machinery and equipment		5-7
Office furniture and equipment		3-7
Vehicles		5

	2020		2019

Raw materials and supplies	$	6,361,611	$	4,357,896
Work-in-process		399,880		504,478
Finished goods		2,119,137		682,037
	$	8,880,628	$	5,544,411

	2020		2019

Opening balance	$	12,978,815	$	12,963,813
Foreign currency translation		8,309		15,002
	$	12,987,124	$	12,978,815

		Gross
	Amortization	Carrying		Accumulated
December 31, 2020	Period	Amount		Amortization		Net

Trademarks	Indefinite	$	4,000,000	$	-	$	4,000,000
Spongex contract	1 year		2,900,000		2,900,000		-
Customer base and relationships	10 years		12,179,283		9,631,222		2,548,061
Patents	13 years		1,000,000		609,335		390,665
Non-compete agreements	2-8 years		502,904		502,904		-
Engineering drawings	7 years		500,000		500,000		-
Trade names	2 years		49,252		49,252		-
		$	21,131,439	$	14,192,713	$	6,938,726

2021	$	1,294,851
2022		1,294,851
2023		120,902
2024		114,851
2025		113,271
	$	2,938,726

	2020			2019
	(as restated)			(as restated)

Net revenue	$	72,721,124		$	62,206,862

Cost of goods sold		53,831,926			46,150,506
Gross profit		18,889,198			16,056,356

Operating expenses:
Selling, general and administrative expenses		9,440,717			9,773,354
Management expenses		585,979			699,917
Amortization of intangible assets		4,250,958			1,426,893
Impairment of intangible assets		-			251,473
Total operating expenses		14,277,654			12,151,637

Income from operations		4,611,544			3,904,719

Other income (expense):
Interest expense		(4,411,084	)		(4,368,614	)
Interest income		114,710			155,660
Government subsidy		529,449			-
Other expense		(111,233	)		-
Gain on foreign currency transactions		47,948			43,063
Net other expense		(3,830,210	)		(4,169,891	)

Income (loss) before provision for income taxes		781,334			(265,172	)

Income tax expense		524,957			493,545

Net income (loss)		256,377			(758,717	)

Comprehensive loss:
Foreign currency translation adjustment		(95,382	)		(63,239	)

Net comprehensive income (loss)	$	160,995		$	(821,956	)

	2020			2019
Loan agreement with Midwest Community Development Fund II, LLC, with interest of 13.5% (6% in cash payments and 7.5% payable in kind) through May 31, 2022, when the remaining principal and any unpaid interest is due. The loan is collateralized by all assets and is subject to certain financial and non- financial covenants. This loan is subordinated to the debt with Stonegate Asset Company II, LLC.	$	12,655,357		$	12,127,537

Loan agreement with Midwest Community Development Fund II, LLC, with interest of 13.5% (6% in cash payments and 7.5% payable in kind) through May 31, 2022, when the remaining principal and any unpaid interest is due. The loan is collateralized by all assets and is subject to certain financial and non- financial covenants. This loan is subordinated to the debt with Stonegate Asset Company II, LLC.		2,233,545			2,140,390

Nonrecourse fund loan agreement with Advantage Capital Midwest NMTC Partners I, annual interest rate of 1%. Interest was payable quarterly in arrears starting January 1, 2014. The remaining principal and interest balance was paid on December 14, 2020 . The loan was collateralized by the note receivable described in Note 5 and all assets and is subject to certain financial and non-financial covenants. This loan was subordinated to the debt with Stonegate Asset Company II, LLC.		-			14,850,000

Loan agreement with BIZCAPITAL BIDCO II, LLC, with paid in kind interest of 20% through December 31, 2022, when the remaining principal and interest balance is due. The loan is collateralized by all assets and is subject to certain financial and non-financial covenants. This loan is subordinated to the debt with Stonegate Asset Company II, LLC.		2,977,154			2,441,599

Nonrecourse fund loan agreement with Advantage Capital, annual interest 10%. interest is payable monthly in arrears starting April 23, 2019. The remaining principal and interest balance is due March 2023. The loan is collateralized by all assets and is subject to certain financial and non-financial covenants.		9,000,000			9,000,000
		26,866,056			40,559,526
Less unamortized debt discount		(265,160	)		(503,000	)
Less current portion		-			-
Long-term debt, net of debt discount	$	26,600,896		$	40,056,526

2021	$	-
2022		17,866,056
2023		9,000,000
Total principal payments	$	26,866,056

	2020			2019
The Company has entered into various capital lease obligations with lenders for equipment. The leases have interest rates ranging from 4.5% to 15.3% and final payments are due at various dates between February 2021 through April 2025	$	193,978		$	209,672
Less current portion		(71,098	)		(103,064	)
Capital lease obligation, net of current portion	$	122,880		$	106,608

2021	$	74,110
2022		63,760
2023		39,912
2024		18,348
2025		2,492
Total minimum lease payments		198,622

Less amount representing interest		(4,644	)
Present value of minimum lease payments	$	193,978

	2020			2019

Accounts receivable	$	8,583		$	9,392
Accrued expenses		242,350			328,192
Other tax credits		64,607			(3,865	)
Inventory		74,486			95,848
Unicap		190,808			120,108
Interest expense		623,063			884,001
Prepaid expenses		(48,882	)		(58,044	)
Property and equipment		(409,707	)		(219,329	)
Intangible assets		(2,156,433	)		(2,823,921	)
Net operating loss		168,074			341,348
	$	(1,243,051	)	$	(1,326,270	)

	2020			2019
Current:
Federal expense	$	60,061		$	89,470
State expense (benefit)		562,321			(289,985	)
Foreign (benefit) expense		(14,206	)		28,624
		608,176			(171,891	)
Deferred:
Federal (benefit) expense		(65,249	)		467,396
State expense		65,120			20,054
Foreign (benefit) expense		(83,090	)		177,986
		(83,219	)		665,436
	$	524,957		$	493,545

	2020			2019
Pre-tax book income	$	164,080		$	(55,686	)
State taxes		58,023			(20,747	)
GILTI		-			151,003
Meals and Entertainment		4,929			10,772
Parking		14,967			10,411
Tax credits		(21,932	)		(20,000	)
Rate changes		92,721			(28,270	)
Interest and penalties		9,227			(19,971	)
True-ups		(209,791	)		487,157
Carryback claim		403,620			-
Other		9,113			(21,124	)
Total Tax	$	524,957		$	493,545

	March 31,			March 31,
	2021			2020
Assets

Current assets:
Cash and cash equivalents	$	906,046		$	2,764,910
Accounts receivable, net		14,340,570			7,369,336
Inventories, net		8,809,481			6,457,702
Prepaid expenses and other current assets		1,247,677			1,337,128
Total current assets		25,303,774			17,929,076

Property, plant and equipment, net		4,860,098			4,239,430

Other assets:
Note receivable		-			14,850,000
Intangible assets, net		6,618,730			10,812,339
Goodwill		12,990,151			12,955,423
Other long-term assets		63,679			54,514
Total other assets		19,672,560			38,672,276

Total assets	$	49,836,432		$	60,840,782

Liabilities And Stockholders’ Equity

Current liabilities:
Revolving line of credit	$	5,138,872		$	8,136,261
Capital lease liability – Current		84,178			88,509
Accounts payable		5,429,865			3,744,536
Accrued expenses		3,310,495			1,974,870
Total current liabilities		13,963,410			13,944,176

Long-term debt		27,071,275			40,539,121
Capital lease liability, net of current portion		205,177			80,471
Deferred income taxes		1,617,887			1,107,101
Total liabilities		42,857,749			55,670,869

Commitments (Note 7)

Stockholders' equity:
Series A Preferred Stock, $0.001 par value, 18,007 shares authorized, 13,535 issued and outstanding; liquidation preference $18,565,777 and $17,190,535 at March 31, 2021 and March 30, 2020		13,534,880			13,534,880
Series B Preferred Stock, $0.001 par value, 7,000 shares authorized, 4,280 issued and outstanding; liquidation preference $7,672,350 and $6,393,620 at March 31, 2021 and March 31, 2020		4,280,953			4,280,953
Common stock, $0.0001 par value, 14,825 shares authorized, 11,474 shares issued and outstanding		11			11
Accumulated deficit		(10,293,523	)		(12,155,669	)
Accumulated other comprehensive loss		(543,638	)		(490,262	)
Total stockholders' equity		6,978,683			5,169,913

Total liabilities and stockholders' equity	$	49,836,432		$	60,840,782

	Series A Preferred Stock				Series B Preferred Stock				Common Stock				Additional					Accumulated Other
	Number of				Number of				Number of				Paid-in		Accumulated			Comprehensive
	Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			Income (Loss)			Total

Balance at January 1, 2020		13,535	$	13,534,880		4,280	$	4,280,953		11,474	$	11	$	-		(11,647,843	)	$	(451,826	)	$	5,716,175
Net loss		-		-		-		-		-				-		(507,826	)					(507,826	)
Foreign currency translation adjustment		-		-		-		-		-				-		-			(38,436	)		(38,436	)

Balance at March 31, 2020		13,535	$	13,534,880		4,280	$	4,280,953		11,474	$	11	$	-	$	(12,155,669	)	$	(490,262	)	$	5,169,913

	March 31, 2021		March 31, 2020

Opening balance	$	12,987,124	$	12,978,815
Foreign currency translation		3,027		(23,392	)
	$	12,990,151	$	12,955,423

2021 (nine months)	$	981,106
2022		1,294,851
2023		114,851
2024		114,851
2025		113,071
Total	$	2,618,730

2021	$	-
2022		18,294,027
2023		9,000,000
Total principal payments	$	27,294,027

	March 31, 2021			March 31, 2020
The Company has entered into various capital lease obligations with lenders for equipment. The leases have interest rates ranging from 4.5% to 15.3% and final payments are due at various dates between February 2021 through April 2025	$	289,355		$	168,980
Less current portion		(84,178	)		(88,509	)
Capital lease obligation, net of current portion	$	205,177		$	80,471

2021
2022	$	82,134
2023		92,612
2024		67,957
2025		41,981
Thereafter		25,819
Total minimum lease payments		310,503
Less: Interest		(21,148	)
Present value of minimum lease payments	$	289,355

	Three Months Ended
	March 31
	2021			2020
Reconciliation of effective tax rate:
Pre-tax book income		21.0	%		21.0	%
State tax		4.7			7.48
Permanent items		0.5			3.4
Credits		-			(2.8	)
Rate change		0.2			12.0
Carryback claim		-			(53.8	)
Effective tax rate		26.4	%		(12.8	)%

	Historical			Historical			Pro Forma				Pro Forma
(in thousands, except shares)	LSI			JSI			Adjustments				Total

ASSETS

Current assets

Cash and cash equivalents	$	23,528		$	906		$	(23,170	)	A	$	1,264
Accounts receivable		44,974			14,341			(207	)	E		59,108
Inventories		40,390			8,809			-				49,199
Refundable income tax		3,233			-			-				3,233
Other current assets		4,277			1,247			-				5,524
Total current assets		116,402			25,303			(23,377	)			118,328

Property, Plant and Equipment, at cost
Land		3,943			30			30		B		4,003
Buildings		20,667			3,645			128		B		24,440
Machinery and equipment		68,444			5,784			(2,624	)	B		71,604
Buildings under finance leases		2,033			-			-		B		2,033
Construction in progress		778			593			(510	)	B		861
		95,865			10,052			(2,976	)	B		102,941
Less accumulated depreciation		(71,713	)		(5,192	)		5,192		B		(71,713	)
Net property, plant and equipment		24,152			4,860			2,216		B		31,228

Goodwill		10,373			12,990			22,041		D, E		45,404
Other Intangible Assets, net		27,948			6,619			39,141		C		73,708
Operating Lease Right-Of-Use Assets		7,673			-			4,517		F		12,190
Other Long-Term Assets, net		10,546			64			1,620		E		12,230
Total assets	$	197,094		$	49,836		$	46,158			$	293,088


LIABILITIES & SHAREHOLDERS' EQUITY

Current liabilities
Accounts payable	$	25,003		$	5,430						$	30,433
Revolving line of credit		-			5,139			(5,139	)	H		-
Capital lease liability, current					84			(84	)	H		-
Accrued expenses		30,302			3,310			3,649		E, F, J		37,261
Total current liabilities		55,305			13,963			(1,574	)			67,694

Long-Term Debt		-			27,071			44,551		A, H		71,622
Capital lease liability, net of current portion		-			205			(205	)	H		-
Finance Lease Liabilities		1,568			-			-				1,568
Operating Lease Liabilities		8,105			-			3,499		F		11,604
Other Long-Term Liabilities		1,046			1,618			10,848		E		13,512

Shareholders' Equity
Preferred shares		-			17,816			(17,816	)	I		-
Common shares		131,330			-			-				131,330
Treasury shares, without par value		(2,111	)		-			-				(2,111	)
Deferred compensation plan		2,111			-							2,111
Retained (loss)		(260	)		(10,293	)		6,855		E, I, J		(3,698	)
Accumulated other comprehensive income		-			(544	)		-				(544	)

Total shareholders' equity		131,070			6,979			(10,961	)			127,088

Total liabilities & shareholders' equity	$	197,094		$	49,836		$	46,158			$	293,088