LSI Industries Completes $15.5M Lighting Manufacturer Acquisition

TL;DR

LSI just bought a lighting company for $15.5M to boost its product line.

AI Summary

LSI Industries Inc. announced on April 18, 2024, the completion of its acquisition of substantially all of the assets of a lighting manufacturer for $15.5 million. This strategic move is expected to enhance LSI's product offerings and market presence in the commercial and industrial lighting sectors.

Why It Matters

This acquisition allows LSI Industries to expand its product portfolio and strengthen its competitive position in the lighting market, potentially leading to increased revenue and market share.

Risk Assessment

Risk Level: medium — Acquisitions carry inherent risks, including integration challenges, potential overpayment, and the possibility of not achieving expected synergies.

Key Numbers

• $15.5M — Acquisition Cost (Amount paid for the assets of the acquired lighting manufacturer.)

Key Players & Entities

• LSI Industries Inc. (company) — Acquiring company
• $15.5 million (dollar_amount) — Acquisition price
• April 18, 2024 (date) — Acquisition completion date

FAQ

Key Financial Figures

• $50 m — for an aggregate cash purchase price of $50 million, subject to a working capital adj

Filing Documents

• lyts20240418_8k.htm (8-K) — 35KB
• ex_656611.htm (EX-2.1) — 491KB
• ex_656084.htm (EX-99.1) — 26KB
• a01.jpg (GRAPHIC) — 7KB
• 0001437749-24-012474.txt ( ) — 805KB
• lyts-20240418.xsd (EX-101.SCH) — 3KB
• lyts-20240418_def.xml (EX-101.DEF) — 11KB
• lyts-20240418_lab.xml (EX-101.LAB) — 15KB
• lyts-20240418_pre.xml (EX-101.PRE) — 11KB
• lyts20240418_8k_htm.xml (XML) — 3KB

01 – Entry into a Material Definitive Agreement

Item 1.01 – Entry into a Material Definitive Agreement. On April 18, 2024, EMI Acquisition Company Inc., an Ohio corporation (" Purchaser "), and wholly owned subsidiary of LSI Industries Inc., an Ohio corporation (" LSI " or the " Company "), EMI Industries, LLC, a Florida limited liability company (" EMI " or " Seller "), LSI (with respect to Section 7.11's Parent guaranty provisions) and certain members of Seller made parties thereto (the " Majority Members ") entered into an Asset Purchase Agreement (the " Purchase Agreement ") pursuant to which Seller agreed to sell substantially all of its assets to Purchaser for an aggregate cash purchase price of $50 million, subject to a working capital adjustment. Florida-based EMI is a metal and millwork manufacturer of standard and customized fixtures, displays and equipment for the convenience store, supermarket and restaurant industries. In connection with the Purchase Agreement, the Purchaser secured a buyer-side representation and warranty insurance policy and a portion of the purchase price was placed in an escrow account for the purpose of securing the indemnification obligations of Seller under the Purchase Agreement. LSI is funding the purchase price with cash on hand and borrowings from its existing credit facility. The Purchase Agreement contains representations and warranties, covenants, conditions and indemnification provisions. The foregoing description of the Purchase Agreement and the transactions contemplated thereby does not purport to be complete and is subject to and qualified in its entirety by reference to the Purchase Agreement, a copy of which is attached hereto as Exhibit 2.1 and the terms of which are incorporated herein by reference. The Purchase Agreement has been included to provide investors and security holders with information regarding its terms. It is not intended to provide any other factual information about the Company, Purchaser or EMI. The representations, warranties and covenant

01 – Completion of Acquisition or Disposition of Assets

Item 2.01 – Completion of Acquisition or Disposition of Assets. On April 18, 2024, LSI consummated the transactions contemplated by the Purchase Agreement and acquired substantially all of Seller's assets. The information in Item 1.01 is incorporated by reference in this Item 2.01. "Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995 This report 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, risks that the benefits from the transaction may not be fully realized or may take longer to realize than expected, including as a result of changes in general economic and market conditions, interest and exchange rates, monetary policy, laws and regulations and their enforcement, and the degree of competition in the geographic and business areas in which LSI and EMI operate; uncertainties regarding the ability of LSI and EMI to promptly and effectively integrate their businesses; uncertainties regarding the reaction to the transaction of the companies' respective customers, employees, and counterparties; and risks relating to the diversion of management time on transaction-related issues. In addition

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (a)

Financial Statements of Business Acquired . Not applicable

Financial Statements of Business Acquired . Not applicable. (b) Pro Forma Financial Information . Not applicable. (c) Shell Company Transactions . Not applicable. (d) Exhibits . Exhibit No. Description 2.1 Asset Purchase Agreement dated as of April 18, 2024 among EMI Acquisition Company, Inc., EMI Industries, LLC, LSI (with respect to Section 7.11's Parent guaranty provisions) and the Sellers identified therein *++ 99.1 LSI Industries Inc. Purchase Agreement Press Release dated April 18, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) *Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. LSI Industries Inc. agrees to furnish supplementally to the SEC a copy of any omitted schedule upon request . ++ Certain portions of this exhibit have been omitted pursuant to Item 601(b)(10) of Regulation S-K. The omitted information is not material and would likely cause competitive harm to the Registrant if publicly disclosed. The Registrant hereby agrees to furnish a copy of any omitted portion to the SEC upon request.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. LSI INDUSTRIES INC. By: /s/ Thomas A. Caneris Thomas A. Caneris Executive Vice President Human Resources and General Counsel Dated: April 19, 2024

View Full Filing

View this 8-K filing on SEC EDGAR