Note About Forward-Looking Statements





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



The following Management's Discussion and Analysis of Financial Condition and
Results of Operations ("MD&A") is intended to help the reader understand the
results of operations and financial condition of LSI Industries Inc. MD&A is
provided as a supplement to, and should be read in conjunction with, our Annual
Report on Form 10-K for the year ended June 30, 2020, and our financial
statements and the accompanying Notes to Financial Statements (Part I, Item 1 of
this Form 10-Q).

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



COVID-19 Pandemic



The COVID-19 pandemic continues to impact business activity across industries in
the U.S. and worldwide. We remain committed to taking actions to address the
health, safety and welfare of our employees, customers, agents and suppliers.
Future developments, such as the actions taken by governmental authorities in
response to future outbreaks are highly uncertain and unpredictable, will
determine the extent to which COVID-19 continues to impact our results of
operations and financial conditions. See the risk factor captioned "Our
financial condition and results of operations for fiscal 2021 and future periods
may be adversely affected by the recent novel coronavirus disease ("COVID-19")
outbreak or other outbreaks of infectious disease or similar public health
threats and the resulting economic impact" in Item 1A, Risk Factors, included in
Part I of our Annual Report on Form 10-K for the fiscal year ended June 30, 2020
for an additional discussion of risks related to COVID-19.



Net Sales by Business Segment
                                  Three Months Ended           Six Months Ended
                                      December 31                 December 31
(In thousands)                     2020          2019         2020          2019

Lighting Segment                $   45,126     $ 53,436     $  90,531     $ 116,627
Graphics Segment                    31,261       28,941        55,862        54,451
                                $   76,387     $ 82,377     $ 146,393     $ 171,078

Operating Income (Loss) by Business Segment


                                                 Three Months Ended           Six Months Ended
                                                    December 31                  December 31
(In thousands)                                   2020          2019          2020          2019

Lighting Segment                              $    2,134     $   3,150     $   5,722     $  12,309
Graphics Segment                                   3,143         1,362         4,966         2,379
Corporate and Eliminations                        (2,591 )      (2,752 )      (5,800 )      (6,089 )
                                              $    2,686     $   1,760     $   4,888     $   8,599




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Summary of Consolidated Results





Net sales of $76.4 million for the three months ended December 31, 2020
decreased $6.0 million or 7% as compared to net sales of $82.4 million for the
three months ended December 31, 2019. Net sales were unfavorably influenced by
decreased net sales of the Lighting Segment (a decrease of $8.3 million or 16%),
partially offset by increased net sales of the Graphics Segment (an increase of
$2.3 million or 8%).


Net sales of $146.4 million for the six months ended December 31, 2020 decreased $24.7 million or 14% as compared to net sales of $171.1 million for the six months ended December 31, 2019. Net sales were unfavorably influenced by decreased net sales of the Lighting Segment (a decrease of $26.1 million or 22%), partially offset by increased net sales of the Graphics Segment (an increase of $1.4 million or 3%).





Operating income of $2.7 million for the three months ended December 31, 2020
represents a $0.9 million increase from operating income of $1.8 million in the
three months ended December 31, 2019. When the impact of restructuring and plant
closure costs, stock compensation expense and severance costs are removed from
the operating results, adjusted operating income, a Non-GAAP measure, was $3.1
million in the three months ended December 31, 2020 compared to $2.3 million in
the three months ended December 31, 2019. Refer to "Non-GAAP Financial Measures"
below.



Operating income of $4.9 million for the six months ended December 31, 2020
represents a $3.7 million decrease from operating income of $8.6 million in the
six months ended December 31, 2019. The $3.7 million decrease from fiscal 2020
was impacted by the sale of the New Windsor, New York facility in the first
quarter of fiscal 2020 which favorably resulted in a pre-tax gain of $4.8
million. When the impact of the sale of the New Windsor facility, other
restructuring and plant closure costs, stock compensation expense and severance
costs are removed from the operating results, adjusted operating income, a
Non-GAAP measure, was $5.8 million in the six months ended December 31, 2020
compared to $4.9 million in the six months ended December 31, 2019. Refer to
"Non-GAAP Financial Measures" below.



As of December 31, 2020, we reported a cash balance of $13.6 million and no long-term debt. We believe that our liquidity position is adequate to meet our projected needs in the reasonably foreseeable future.





Non-GAAP Financial Measures



We believe it is appropriate to evaluate our performance after making
adjustments to the as-reported U.S. GAAP operating income, net income, and
earnings per share. Adjusted operating income, net income and earnings per
share, which exclude the impact of restructuring and plant closure costs
(gains), stock compensation expense and severance costs are Non-GAAP financial
measures. Also included below are Non-GAAP financial measures including Earnings
before Interest, Taxes, Depreciation and Amortization (EBITDA and Adjusted
EBITDA), Free Cash Flow and Net Debt. We believe that these adjusted
supplemental measures are useful in assessing the operating performance of our
business. These supplemental measures are used by our management, including our
chief operating decision maker, to evaluate business results. Although the
impacts of some of these items have been recognized in prior periods and could
recur in future periods, we exclude these items because they provide greater
comparability and enhanced visibility into our results of operations. Below is a
reconciliation of these Non-GAAP measures to operating income, net income, and
earnings per share for the periods indicated along with the calculation of
EBITDA and Adjusted EBITDA, Free Cash Flow and Net Debt.



Reconciliation of operating income to adjusted operating
income:
                                                                Three Months Ended
                                                                    December 31
(In thousands)                                                 2020             2019

Operating Income as reported                               $      2,686      $     1,760

Stock compensation expense                                          397              199

Severance costs                                                      21               54

Restructuring and plant closure costs                                 -              276

Adjusted Operating Income                                  $      3,104      $     2,289




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Reconciliation of net income to
adjusted net income
                                                         Three Months Ended
                                                             December 31
(In thousands, except per share
data)                                          2020                              2019
                                                    Diluted EPS                       Diluted EPS

Net Income as reported             $ 2,208         $        0.08     $ 1,743         $        0.07

Stock compensation expense             318   (1)            0.01         161   (3)            0.01

Severance costs                         17   (2)               -          44   (4)               -

Restructuring and plant closure
costs                                    -                     -         223   (5)            0.01

Tax impact due to the change in
the estimated annual tax rate
used for GAAP reporting purposes         -                     -        (436 )               (0.02 )

Net Income adjusted                $ 2,543         $        0.09     $ 1,735         $        0.07

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





(1) $79

(2) $4

(3) $38

(4) $10

(5) $53



Reconciliation of operating income to adjusted operating
income:
                                                                 Six Months Ended
                                                                   December 31
(In thousands)                                                 2020            2019

Operating Income as reported                               $      4,888     $     8,599

Stock compensation expense                                          902             597

Severance costs                                                      21              54

Restructuring, plant closure costs (gains) and related
inventory write-downs                                                 3          (4,312 )

Adjusted Operating Income                                  $      5,814     $     4,938




Reconciliation of net income to
adjusted net income
                                                            Six Months 

Ended


                                                              December 31
(In thousands, except per share
data)                                           2020                               2019
                                                     Diluted EPS                         Diluted EPS

Net Income as reported             $ 4,198          $        0.15     $ 

6,218 $ 0.24



Stock compensation expense             698    (1)            0.03          460    (4)            0.02

Severance costs                         17    (2)               -           44    (5)               -

Restructuring, plant closure
costs (gains) and related
inventory write-downs                    2    (3)               -       (3,223 )  (6)           (0.12 )

Tax impact due to the change in
the estimated annual tax rate
used for GAAP reporting purposes      (297 )                (0.01 )       (160 )                (0.01 )

Net Income adjusted                $ 4,618          $        0.17     $  3,339          $        0.13




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





(1) $204

(2) $4

(3) $1

(4) $137

(5) $10

(6) ($1,089)



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



Reconciliation of operating income to
EBITDA and Adjusted EBITDA
                                              Three Months Ended             Six Months Ended
                                                  December 31                  December 31
(In thousands)                                2020           2019           2020          2019

Operating Income as reported               $    2,686      $   1,760     $    4,888     $   8,599

Depreciation and Amortization                   1,990          2,152          4,023         4,551

EBITDA                                     $    4,676      $   3,912     $    8,911     $  13,150

Stock compensation expense                        397            199            902           597

Severance costs                                    21             54             21            54

Restructuring, plant closure costs
(gains) and related inventory
write-downs                                         -            276              3        (4,312 )

Adjusted EBITDA                            $    5,094      $   4,441     $    9,837     $   9,489




Reconciliation of cash flow from
operations to free cash flow
                                              Three Months Ended            Six Months Ended
                                                  December 31                  December 31
(In thousands)                                2020           2019          2020          2019

Cash Flow from Operations                  $    5,778      $  14,544     $  13,417     $  20,903

Proceeds from sale of fixed assets                  -              -             -        12,332

Capital expenditures                             (475 )         (764 )        (880 )      (1,119 )

Free Cash Flow                             $    5,303      $  13,780     $  12,537     $  32,116




Reconciliation of Net Debt
                                         December 31,      June 30,
(In thousands)                               2020            2020

Long-Term Debt as reported              $            -     $       -

Less:
Cash and cash equivalents as reported           13,584         3,517

Net Debt                                $      (13,584 )   $  (3,517 )




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Results of Operations


THREE MONTHS ENDED DECEMBER 31, 2020 COMPARED TO THREE MONTHS ENDED DECEMBER 31, 2019

Lighting Segment


                     Three Months Ended
                         December 31
(In thousands)        2020          2019

Net Sales          $   45,126     $ 53,436
Gross Profit       $   13,704     $ 15,501
Operating Income   $    2,134     $  3,150




Lighting Segment net sales of $45.1 million in the three months ended December
31, 2020 decreased 16% from net sales of $53.4 million in the same period in
fiscal 2020. The impact of COVID-19 disruptions on construction markets
continued to adversely affect sales in the Lighting segment.



Gross profit of $13.7 million in the three months ended December 31, 2020
decreased $1.8 million or 12% from the same period of fiscal 2020. Gross profit
as a percentage of net sales was 30.4% in the three months ended December 31,
2020 compared to 29.0% in the same period of fiscal 2020. The growth in gross
profit as a percentage of net sales reflects the ongoing impact of our focus on
higher-value market applications and cost management.



Selling and administrative expenses of $11.6 million in the three months ended
December 31, 2020 decreased $0.8 million from the same period of fiscal 2020,
primarily driven by programs to reduce spending as a result of the pandemic.



Lighting Segment operating income of $2.1 million for the three months ended
December 31, 2020 decreased $1.0 million from operating income of $3.1 million
in the same period of fiscal 2020 primarily due to lower sales partially offset
by lower operating expenses.



Graphics Segment

                     Three Months Ended
                         December 31
(In thousands)        2020          2019

Net Sales          $   31,261     $ 28,941
Gross Profit       $    6,006     $  4,465
Operating Income   $    3,143     $  1,362




Graphics Segment net sales of $31.3 million in the three months ended December
31, 2020 increased $2.3 million or 8% from net sales of $28.9 million in the
same period in fiscal 2020. The increase in sales is due to growth in our
Grocery and Quick-Service Restaurants verticals.



Gross profit of $6.0 million in the three months ended December 31, 2020
increased $1.5 million or 35% from the same period of fiscal 2020. Gross profit
as a percentage of net sales increased to 19.2% in the three months ended
December 31, 2020 compared to 15.4% in the same period in fiscal 2020, primarily
within the Petroleum and Grocery verticals.



Selling and administrative expenses of $2.9 million decreased $0.2 million from
$3.1 million in the same period of fiscal 2020. The decrease in selling and
administrative expenses was due to programs to reduce spending as a result of
the pandemic.



Graphics Segment operating income of $3.1 million in the three months ended
December 31, 2020 increased $1.8 million from operating income of $1.4 million
in the same period of fiscal 2020. The increase of $1.8 million was primarily
due to improved gross profit margin and a reduction in operating expenses.



                                    Page 25
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Corporate and Eliminations
                               Three Months Ended
                                   December 31
(In thousands)                  2020          2019

Gross Profit (Loss)          $       (4 )   $     (2 )
Operating (Loss)             $   (2,591 )   $ (2,752 )

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





Administrative expenses of $2.6 million in the three months ended December 31,
2020 decreased $0.2 million or 6% from the same period of fiscal 2020. The net
decrease was the result of programs to contain and reduce costs during the
pandemic.



Consolidated Results



We reported $0.1 million net interest expense in the three months ended December
31, 2020 compared to $0.2 million net interest expense in the three months ended
December 31, 2019. The decrease in interest expense from fiscal 2020 to fiscal
2021 is the result of lower levels of debt outstanding on our line of credit. We
also recorded other income of $0.1 million in both the three months ended
December 31, 2020 and 2019, both of which are related to net foreign exchange
currency transaction gains and losses through our Mexican subsidiary.



The $0.6 million income tax expense in the three months ended December 31, 2020
represents a consolidated effective tax rate of 20.0%. This compares to a $0.1
million income tax benefit in the three months ended December 31, 2019 due to
the utilization of a capital loss carryforward related to the capital gain on
the sale of the North Canton, Ohio facility.



We reported net income of $2.2 million in the three months ended December 31,
2020 compared to net income of $1.7 million in the three months ended December
31, 2019. Non-GAAP adjusted net income was $2.5 million for the three months
ended December 31, 2020 compared to adjusted net income of $1.7 million for the
three months ended December 31, 2019 (Refer to the Non-GAAP tables above). The
increase in Non-GAAP adjusted net income is primarily the net result of an
improved gross profit margin, reduction in operating expenses and decreased
interest expense, partially offset by decreased net sales. Diluted earnings per
share of $0.08 was reported in the three months ended December 31, 2020 as
compared to $0.07 diluted earnings per share in the same period of fiscal 2020.
The weighted average common shares outstanding for purposes of computing diluted
earnings per share in the three months ended December 31, 2020 were 27,360,000
shares as compared to 26,534,000 shares in the same period last year.



SIX MONTHS ENDED DECEMBER 31, 2020 COMPARED TO SIX MONTHS ENDED DECEMBER 31,
2019



Lighting Segment
                      Six Months Ended
                        December 31
(In thousands)       2020         2019

Net Sales          $ 90,531     $ 116,627
Gross Profit       $ 27,530     $  32,720
Operating Income   $  5,722     $  12,309




Lighting Segment net sales of $90.5 million in the six months ended December 31,
2020 decreased 22% from net sales of $116.6 million in the same period in fiscal
2020. The impact of COVID-19 disruptions on construction markets continues to
adversely affect sales in the Lighting segment.



Gross profit of $27.5 million in the six months ended December 31, 2020
decreased $5.2 million or 16% from the same period of fiscal 2020. Gross profit
as a percentage of net sales was 30.4% in the six months ended December 31, 2020
compared to 28.1% in the same period of fiscal 2020. The growth in gross profit
as a percentage of net sales reflects the ongoing impact of our focus on
higher-value market applications and cost management.



Selling and administrative expenses of $21.8 million in the six months ended
December 31, 2020 increased $1.4 million from the same period of fiscal 2020,
primarily due to the $4.8 million pre-tax gain on the sale of the New Windsor
facility in the prior year, partially offset by programs to reduce spending as a
result of the pandemic



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Lighting Segment operating income of $5.7 million for the six months ended
December 31, 2020 decreased $6.6 million from operating income of $12.3 million
in the same period of fiscal 2020 primarily due to the $4.8 million pre-tax gain
on the sale of the New Windsor facility in the first half of fiscal 2020.
Non-GAAP adjusted operating income was $5.9 million in the six months ended
December 31, 2020 compared to adjusted operating income of $7.7 million in the
six months ended December 31, 2019 (refer to the Non-GAAP table below for a
reconciliation of Lighting Segment operating income to adjusted operating
income).



Reconciliation of Lighting Segment operating income to
adjusted operating income:
                                                                 Six Months Ended
                                                                   December 31
(In thousands)                                                 2020            2019

Operating Income                                           $      5,722     $    12,309
Stock compensation expense                                          175              75
Severance                                                             2              18
Restructuring and plant closure costs (gains)                         -          (4,651 )
Adjusted operating income                                  $      5,899     $     7,751




Graphics Segment

                     Six Months Ended
                        December 31
(In thousands)       2020         2019

Net Sales          $ 55,862     $ 54,451
Gross Profit       $ 10,448     $  9,091
Operating Income   $  4,966     $  2,379




Graphics Segment net sales of $55.9 million in the six months ended December 31,
2020 increased $1.4 million or 3% from net sales of $54.5 million in the same
period in fiscal 2020. The increase in sales is from growth in our Grocery and
Quick-Service Restaurants verticals partially offset by a reduction in our
Petroleum vertical.



Gross profit of $10.4 million in the six months ended December 31, 2020
increased $1.4 million or 15% from the same period of fiscal 2020. Gross profit
as a percentage of net sales increased to 18.7 % in the six months ended
December 31, 2020 compared to 16.7% in the same period in fiscal 2020, primarily
within our Petroleum and Grocery verticals.



Selling and administrative expenses of $5.5 million decreased $1.2 million from
$6.7 million in the same period of fiscal 2020. The decrease in selling and
administrative expenses was due to lower operating costs as a result of an
organizational restructuring executed in the second half of fiscal 2020 and a
program to reduce spending as a result of the pandemic.



Graphics Segment operating income of $5.0 million in the six months ended
December 31, 2020 increased $2.6 million from operating income of $2.4 million
in the same period of fiscal 2020. The increase of $2.6 million was primarily
due to improved gross profit margin and a reduction in operating expenses.



Corporate and Eliminations


                               Six Months Ended
                                  December 31
(In thousands)                 2020         2019

Gross Profit (Loss)          $      -     $      8
Operating (Loss)             $ (5,800 )   $ (6,089 )

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





Administrative expenses of $5.8 million in the six months ended December 31,
2020 decreased $0.3 million or 5% from the same period of fiscal 2020. The net
decrease was the result of conscientious efforts to contain and reduce costs
during the pandemic.



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Consolidated Results



We reported $0.1 million net interest expense in the six months ended December
31, 2020 compared to $0.7 million net interest expense in the six months ended
December 31, 2019. The decrease in interest expense from fiscal 2020 to fiscal
2021 is the result of lower levels of debt outstanding on our line of credit. We
also recorded other income of $0.2 million in the six months ended December 31,
2020 compared to other income of $9,000 in the six months ended December 31,
2019, both of which are related to net foreign exchange currency transaction
gains and losses through our Mexican subsidiary.



The $0.8 million income tax expense in the six months ended December 31, 2020
represents a consolidated effective tax rate of 16.2% and was driven by a
favorable deferred tax asset adjustment related to a net operating loss
carryback from the CARES Act. The $1.7 million income tax expense in the six
months ended December 31, 2019 represents a consolidated effective tax rate of
21.7% influenced mostly by a discrete item related to stock-based compensation
expense and the utilization of a capital loss carryforward related to the
capital gain on the sale of the North Canton, Ohio facility.



We reported net income of $4.2 million in the six months ended December 31, 2020
compared to net income of $6.2 million in the six months ended December 31,
2019. Non-GAAP adjusted net income was $4.6 million for the six months ended
December 31, 2020 compared to adjusted net income of $3.3 million for the six
months ended December 31, 2019 (Refer to the Non-GAAP tables above). The
increase in Non-GAAP adjusted net income is primarily the net result of an
improved gross profit margin, decreased interest expense and a lower effective
tax rate, partially offset by decreased net sales. Diluted earnings per share of
$0.15 was reported in the six months ended December 31, 2020 as compared to
$0.24 diluted earnings per share in the same period of fiscal 2020. The weighted
average common shares outstanding for purposes of computing diluted earnings per
share in the six months ended December 31, 2020 were 27,161,000 shares as
compared to 26,364,000 shares in the same period last year.



Liquidity and Capital Resources





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



At December 31, 2020, we had working capital of $58.2 million compared to $51.2
million at June 30, 2020. The ratio of current assets to current liabilities was
2.41 to 1 as compared to a ratio of 2.48 to 1 at June 30, 2020. The $7.0 million
increase in working capital from June 30, 2020 to December 31, 2020 is primarily
driven by a $10.1 million increase in cash. While working capital has increased,
non-cash working capital decreased as we continue to effectively manage it in
the face of constantly changing market conditions due to COVID-19.



Net accounts receivable was $44.5 million and $37.8 million at December 31, 2020
and June 30, 2020, respectively. DSO decreased to 52 days at December 31, 2020
from 56 days at June 30, 2020. We believe that our receivables are ultimately
collectible or recoverable, net of certain reserves, and that aggregate
allowances for doubtful accounts are adequate.



Net inventories of $34.8 million at December 31, 2020 decreased $3.9 million
from $38.8 million at June 30, 2020. The decrease of $3.9 million is the result
of a decrease in gross inventory of $3.6 million and an increase in obsolescence
reserves of $0.3 million. Based on a strategy of balancing inventory reductions
with customer service and the timing of shipments, net inventory decreased $4.2
million in the six months ended December 31, 2020 in the Lighting Segment which
was partially offset by an increase in net inventory in the Graphics Segment of
$0.3 million.



Cash generated from operations and borrowing capacity under our line of credit
is our primary source of liquidity. We have a secured $75 million revolving line
of credit with our bank, with $75 million of the credit line available as of
January 22, 2021. This line of credit is a $75 million five-year credit line
expiring in the third quarter of fiscal 2022. We are in compliance with all of
our loan covenants. We believe that our $75 million line of credit plus cash
flows from operating activities are adequate for fiscal 2021 operational and
capital expenditure needs. However, as the impact of COVID-19 on the economy and
our operations evolves, we will continue to assess our liquidity needs.



We generated $13.4 million of cash from operating activities in the six months
ended December 31, 2020 as compared to $20.9 million in the same period of
fiscal 2020. This $7.5 million decrease in net cash flows from operating
activities is the result of a $10.2 million decrease in accounts receivable in
the six months ended December 31, 2019, partially offset by our improved
earnings in the current year period.



                                    Page 28
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We used $0.9 million of cash related to investing activities in the six months
ended December 31, 2020 as compared to $11.2 million of cash provided by
investing activities in the same period of fiscal 2020, resulting in a decrease
of $12.1 million. Capital expenditures were $0.9 million in the six months ended
December 31, 2020 compared to $1.1 million in the same period in fiscal 2020. We
sold our New Windsor manufacturing facility for $12.3 million in the six months
ended December 31, 2019, which was the primary contributing factor to the
decrease in cash flow from investing activities from fiscal 2020 to fiscal 2021.



We used $2.6 million of cash related to financing activities in the six months
ended December 31, 2020 compared to $31.8 million in the six months ended
December 31, 2019. The $29.2 million change in cash flow was primarily the net
result of payments of long-term debt in excess of borrowings which was primarily
driven by cash flow from operations and cash flow from investments due to the
sale of the New Windsor facility.



We have on our 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

We have no financial instruments with off-balance sheet risk and have no off-balance sheet arrangements.





Cash Dividends



In January 2021, the Board of Directors declared a regular quarterly cash
dividend of $0.05 per share payable February 9, 2021 to shareholders of record
as of February 1, 2021. The indicated annual cash dividend rate for fiscal 2021
is $0.20 per share. The Board of Directors has adopted a policy regarding
dividends which indicates that dividends will be determined by the Board of
Directors in its discretion based upon its evaluation of earnings, cash flow
requirements, financial condition, debt levels, stock repurchases, future
business developments and opportunities, and other factors deemed relevant.



Critical Accounting Policies and Estimates





A summary of our significant accounting policies is included in Note 1 to the
audited consolidated financial statements of the Company's fiscal 2020 Annual
Report on Form 10-K.



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