US Market News
2週前
LSI Industries Enters Into Strategic Partnership With Carter Thermal Industries Group, Expands Refrigeration Solutions OfferingMay 27, 2026 4:10 PM
Business Wire LSI Industries Inc. (Nasdaq: LYTS, “LSI” or the “Company”), a leading U.S. based manufacturer of commercial lighting and display solutions, today announced a strategic partnership (the “Partnership”) with privately held Carter Thermal Industries Group (“Carter”), a global leader in refrigeration and environmental controls solutions. Under the terms of the agreement, LSI will become the exclusive partner throughout the United States and Canada for advanced refrigerated display and store solutions developed by U.K.-based Carter, effective May 28, 2026. Founded in 1945, Carter specializes in the design, engineering, installation, and maintenance of large-scale refrigeration installations used within retail food environments. The Partnership represents LSI’s formal expansion into remote refrigeration, whereby centralized cooling systems regulate multiple cold-storage and merchandising cases, which contrasts with LSI’s existing offering of primarily self-contained refrigeration systems. By adding Carter’s remote refrigeration technologies, LSI will expand its solutions offering, providing customers with a broader range of sustainable, energy-efficient refrigeration solutions for modern retail spaces. Under the Partnership, LSI will market, manufacture, sell, and support refrigeration systems designed by Carter. LSI intends to produce co-branded remote refrigeration units across its existing North American manufacturing footprint, providing scalable production capabilities, competitive manufacturing lead times, and enhanced flexibility to support customer rollout requirements. VALUE-CREATING PARTNERSHIP Advances single-source retail branding solutions platform strategy. Through a disciplined combination of organic investment, acquisitions, and strategic partnerships, LSI continues to build a retail branding solutions platform of scale that integrates lighting, graphics, display fixtures, refrigerated merchandising, and installation capabilities into a unified offering for multi-site customers. LSI’s targeted vertical market strategy has positioned the Company as a single-source partner capable of supporting national rollouts, remodel programs, and brand transformation initiatives across its core vertical markets. Partnership provides an immediate, low-cost entry into remote refrigeration market. LSI believes the partnership with Carter provides an accelerated, capital-light entry point into the remote refrigeration market. Under a licensing agreement with Carter, LSI will become the exclusive North American partner for Carter’s certified, market-tested remote refrigeration units and freezer cases. Expanded solutions offering targeting core grocery and retail markets. LSI believes its expanded refrigeration solutions offering will create additional opportunities across its existing customer base, particularly with multi-site grocery and retail customers seeking larger-scale remote refrigeration solutions. The expanded offering will enable LSI’s customers to source both self-contained and remote refrigerated display solutions from a single North American partner with integrated manufacturing, distribution, and support capabilities. Leverages LSI’s existing manufacturing capabilities. With 23 manufacturing sites across the U.S. and Canada, including existing facilities specializing in the manufacture of refrigeration units, LSI intends to deploy existing capacity toward the assembly and production of Carter-designed units, over time, consistent with a focus on asset optimization. MANAGEMENT COMMENTARY “Our strategic partnership with Carter provides LSI with an immediate, capital-light entry point into the remote refrigeration market, as we continue to build our integrated retail branding solutions platform across North America,” stated Jim Clark, President and Chief Executive Officer of LSI Industries. “Carter’s engineering expertise and proven technology, combined with LSI’s manufacturing footprint, deep customer relationships, and proven support capabilities, position us to accelerate profitable growth across our integrated portfolio of refrigeration solutions. We look forward to building on this important partnership in the years ahead.” “Our businesses share a common commitment to quality, innovation, customer service, and long-term partnership,” said Chris Hufflett, Group Chief Executive Officer at Carter Thermal Industries Group. “We are pleased to work alongside LSI and look forward to supporting retailers with high-quality refrigeration solutions designed to meet the evolving needs of the market.” ABOUT LSI INDUSTRIES Headquartered in Cincinnati, LSI is a publicly held company traded over the NASDAQ Stock Exchange under the symbol LYTS. The company manufactures advanced lighting, graphics, and display solutions across strategic vertical markets. The company’s American-made products, which include non-residential indoor and outdoor lighting, print graphics, digital graphics, refrigerated and custom displays, help create value for customer brands and enhance the consumer experience. LSI also provides comprehensive project management services in support of large-scale product rollouts. The company employs approximately 3,000 people at 23 manufacturing plants in the U.S. and Canada. Additional information about LSI is available at www.lsicorp.com. ABOUT CARTER THERMAL INDUSTRIES Founded in 1945, Carter Thermal Industries is a UK-based engineering group specializing in refrigerated retail solutions, refrigeration systems and associated engineering services. The business supports customers across retail, commercial and industrial sectors and continues to invest in innovation, energy efficiency and sustainable refrigeration technologies. FORWARD-LOOKING STATEMENTS Cautionary Notice: In addition to statements of historical fact, this news release contains forward-looking statements within the meaning of the federal securities laws and is intended to receive the protections of such laws. All statements, other than historical facts, included or incorporated in this release could be deemed forward-looking statements, particularly statements that reflect our expectations or beliefs of LSI Industries Inc. (the “Company,” “LSI,” “we,” or “us”) concerning future events or our future financial performance. You are cautioned not to place undue reliance on forward-looking statements, which are often characterized by discussions of strategy, plans, or intentions or by the use of words such as “may,” “would,” “could,” “should,” “will,” “expect,” “estimate,” “anticipate,” “believe,” “intend,” “plan,” “forecast,” “project,” “predict,” “potential,” “continue,” or “intend,” the negative or other variants of such terms, or other comparable terminology. The Company cautions that these forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from our expectations as a result of various factors, including, but not limited to: the impact of competitive products and services; product and pricing demands and market acceptance risks; LSI’s reliance on third-party manufacturers and suppliers; substantial changes to the refueling and convenience store and grocery markets; LSI’s stock price volatility and market volatility in the debt and equity markets; potential costs associated with litigation, other proceedings and regulatory compliance; LSI’s ability to adequately protect intellectual property, information technology security threats and computer crime; financial difficulties experienced by customers; the cyclical and seasonal nature of our business; the failure of acquisitions or acquired companies to achieve their plans or objectives generally; our ability to consummate, successfully integrate, and achieve strategic and other objectives, including any expected synergies, relating to pending or recently completed acquisitions; the inability to effectively execute our business strategies; the ability to retain key employees, including key employees of acquired businesses; labor shortages or an increase in labor costs; changes in product mix; unfavorable economic, political, and market conditions, including interest rate fluctuations and inflation; changes in U.S. trade policy, including mitigating the impacts of increased costs related to tariffs; the results of asset impairment assessments; price increases of materials; significant shortages of materials; shortages in transportation and increases in fuel prices; sudden or unexpected changes in customer creditworthiness; write-offs or impairment of capitalized costs or intangible assets in the future; and the other risk factors LSI describes from time to time in the Company’s Annual Report on Form 10-K (the “Form 10-K”) and in other reports filed with or furnished to the U.S. Securities and Exchange Commission (the "SEC") by the Company. You should carefully consider the trends, risks, and uncertainties described in this news release, the Form 10-K, and other reports filed with or furnished to the SEC by the Company before making any investment decision with respect to our securities. If any of these trends, risks, or uncertainties continues or occurs, our business, financial condition, or operating results could be materially and adversely affected, the trading prices of our securities could decline, and you could lose part or all of your investment. Forward-looking statements are made in the context of information available as of the date of this news release and are based on our current expectations, forecasts, estimates, and assumptions. The Company undertakes no obligation to update or revise such statements to reflect circumstances or events occurring after this news release except as may be required by applicable law. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by this cautionary statement. View source version on businesswire.com: https://www.businesswire.com/news/home/20260527168934/en/ INVESTOR CONTACT
Noel Ryan or Fred Buonocore
720.778.2415
LYTS@vallumadvisors.com MEDIA CONTACT
Mike Burcham
Marketing & Communications Manager
513-372-3143
mike.burcham@lsicorp.com Original: LSI Industries Enters Into Strategic Partnership With Carter Thermal Industries Group, Expands Refrigeration Solutions Offering
US Market News
3月前
LSI Industries Completes Acquisition of Royston GroupMarch 24, 2026 4:30 PM
Business Wire
Transaction Creates Leading Integrated Retail Branding Solutions Platform
LSI Industries Inc. (Nasdaq: LYTS, “LSI” or the “Company”) a leading U.S. based manufacturer of commercial lighting and display solutions, today announced it has completed the acquisition of Royston Group (“Royston”), a leader in identity and equipment solutions for retail environments, from Industrial Opportunity Partners (“IOP”), following the satisfaction of customary closing conditions and expiration of applicable regulatory waiting periods.
LSI acquired Royston for an aggregate purchase price of $325 million payable at closing, consisting of $320 million in cash and $5 million in shares of LSI common stock. The transaction was funded through a combination of debt and the proceeds of a public offering of common stock completed on March 2, 2026.
Atlanta-based Royston is a vertically integrated provider of custom store fixtures, interior and exterior signage, and refrigerated and heated display cases. With five facilities across four U.S. states and a workforce of more than 900 employees, Royston delivers build-to-order retail branding solutions that integrate design, engineering, fabrication, assembly, distribution, and turnkey installation capabilities across the full project lifecycle.
On a trailing twelve-month basis ended September 30, 2025, Royston generated approximately $272 million in revenue and approximately $38 million in adjusted EBITDA, representing an adjusted EBITDA margin of approximately 14%. Beginning in the fiscal 2026 third quarter, Royston’s financial results will be included within LSI’s Display Solutions segment. LSI’s fiscal 2026 third quarter results will include approximately six days of financial contribution from Royston.
LSI believes the acquisition of Royston creates a leading solutions-based platform integrating custom design, engineering, manufacturing, installation, and maintenance capabilities across lighting, fixtures, branded signage, and display cases, positioning the combined company as a one-stop partner for the new build and remodel programs of leading retail brands across North America. A presentation outlining the Royston acquisition is available in the Investor Relations section of LSI’s website.
MANAGEMENT COMMENTARY
“Our acquisition of Royston represents a transformational expansion of LSI’s unique-to-market integrated retail solutions platform,” said James A. Clark, President and Chief Executive Officer of LSI Industries. “Royston brings strong capabilities across store fixtures, signage, and refrigerated display solutions, along with deep customer relationships across several of our highest-growth verticals, including refueling, grocery, and quick-service restaurants. We are excited to welcome Royston’s more than 900 employees to the LSI team as we continue to scale our platform capabilities for customers while driving long-term value creation for our shareholders.”
“The closing of this transaction also represents an important step forward in the execution of our Fast Forward value creation strategy,” Clark continued. “LSI’s focus remains on delivering above-market growth in both new and existing vertical markets, driving operating leverage through scale and efficiency gains, and prioritizing capital allocation toward high-return organic and inorganic investments.”
ABOUT LSI INDUSTRIES
Headquartered in Cincinnati, LSI is a publicly held company traded over the NASDAQ Stock Exchange under the symbol LYTS. The Company manufactures advanced lighting, graphics, and display solutions across strategic vertical markets. The Company’s American-made products, which include non-residential indoor and outdoor lighting, print graphics, digital graphics, refrigerated and custom displays, help create value for customer brands and enhance the consumer experience. LSI also provides comprehensive project management services in support of large-scale product rollouts. The Company employs approximately 2,000 people at 18 manufacturing plants in the U.S. and Canada. Additional information about LSI is available at www.lsicorp.com.
NON-GAAP FINANCIAL MEASURES
This press release includes non-GAAP financial measures, including Earnings Before Interest, Taxes, Depreciation and Amortization EBITDA and Adjusted EBITDA. We believe that these are useful as supplemental measures in assessing the operating performance of our business. These measures are used by our management, including our chief operating decision maker, to evaluate business results, and are frequently referenced by those who follow LSI. These non-GAAP measures may be different from non-GAAP measures used by other companies. In addition, the non-GAAP measures are not based on any comprehensive set of accounting rules or principles. Non-GAAP measures have limitations, in that they do not reflect all amounts associated with our results as determined in accordance with U.S. GAAP. Therefore, these measures should be used only to evaluate our results in conjunction with corresponding GAAP measures. Below is a reconciliation of these non-GAAP measures reported for the periods indicated.
Twelve Months Ended
September 30, 2025
(Unaudited)
(In thousands)
LSI
Royston
Combined
Net sales
$
592,531
$
271,827
$
864,358
Net Income to Adjusted EBITDA
Net Income
$
24,965
$
19,048
$
44,013
Income tax
9,451
(4,416
)
5,035
Interest expense, net
3,001
8,050
11,051
Other (income) expense
193
(177
)
16
Operating Income
$
37,610
$
22,505
$
60,115
Depreciation and amortization
12,835
12,148
24,983
EBITDA
$
50,445
$
34,653
$
85,098
Long-term performance based compensation
5,037
-
5,037
Professional fees and expenses
81
770
851
Acquisition costs
1,219
-
1,219
Expense on step-up basis of acquired lease
357
-
357
Private Equity Management Fees
-
756
756
Severance costs and Restructuring costs
169
1,850
2,019
Adjusted EBITDA
$
57,308
$
38,029
$
95,337
Adjusted EBITDA as a percentage of sales
9.7
%
14.0
%
11.0
%
FORWARD-LOOKING STATEMENTS
Statements made in this release that are not statements of historical or current facts are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. We caution readers that forward-looking statements are predictions based on our current expectations about future events. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and assumptions that are difficult to predict. Our actual results, performance, or achievements could differ materially from those expressed or implied by the forward-looking statements as a result of a number of factors, risks and uncertainties. These factors, 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 Royston operate; uncertainties regarding the ability of LSI and Royston 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 to the factors, risks and uncertainties described in this paragraph, risks in "Item 1A. Risk Factors" in Part I of our most recent Annual Report on Form 10-K and any updates discussed under the caption "Item 1A. Risk Factors" in Part II of our Quarterly Reports on Form 10-Q and in our other filings with the SEC, including our Current Reports on Form 8-K, are incorporated herein by reference. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise that occur after that date, except as required by law.
View source version on businesswire.com: https://www.businesswire.com/news/home/20260324137053/en/
INVESTOR CONTACT
Noel Ryan or Bill Seymour
LYTS@vallumadvisors.com
Original: LSI Industries Completes Acquisition of Royston Group
US Market News
3月前
LSI Industries Prices Public Offering of Common StockFebruary 26, 2026 9:50 PM
Business Wire
LSI Industries Inc. (Nasdaq: LYTS, “LSI” or the “Company”) a leading U.S. based manufacturer of commercial lighting and display solutions, announced today that it has priced its previously announced underwritten public offering.
The Company is offering 4,600,000 shares of its common stock at a public offering price of $19.75 per share. The gross proceeds to LSI from the offering, before deducting the underwriting discounts and commissions and offering expenses, are expected to be approximately $90 million. LSI has granted the underwriters a 30-day option to purchase up to an additional 690,000 shares of its common stock at the public offering price, less underwriting discounts and commissions. The offering is expected to close on or about March 2, 2026, subject to the satisfaction of customary closing conditions. All of the shares of common stock are being offered by LSI.
LSI intends to use the net proceeds from this offering to implement its growth and acquisition strategy, including (i) payment of a portion of the purchase price for its proposed Royston Group acquisition pursuant to the Agreement and Plan of Merger, dated February 20, 2026, by and between LSI and Royston Group; (ii) repayment of borrowings under the proposed Senior Secured Credit Facility Commitment Letter, dated January 21, 2026, by and between LSI, PNC Capital Markets LLC, and PNC Bank, National Association, to be used to fund the purchase price of the Royston Group acquisition, which is expected to close in the third quarter of LSI’s 2026 fiscal year; and/or (iii) for general working capital and corporate purposes.
Oppenheimer & Co. and Craig-Hallum are acting as joint lead book-running managers for the offering. H.C. Wainwright & Co. and Texas Capital Securities are acting as co-managers for the offering.
A shelf registration statement on Form S-3 relating to the shares of common stock to be issued in the offering was filed with the Securities and Exchange Commission (“SEC”) and is effective. The securities may be offered only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. A preliminary prospectus supplement and accompanying prospectus relating to and describing the terms of the offering was filed with the SEC on February 25, 2026. The final prospectus supplement and the accompanying prospectus relating to the offering will be filed with the SEC. Copies of the final prospectus supplement and the accompanying prospectus relating to the securities being offered may also be obtained, when available, from Oppenheimer & Co. Inc., Attention: Syndicate Prospectus Department, 85 Broad Street, 26th Floor, New York, NY 10004, or by telephone at (212) 667-8563, or by email at EquityProspectus@opco.com or Craig-Hallum Capital Group LLC, 222 South Ninth Street, Suite 350, Minneapolis, MN 55402, Attn: Equity Capital Markets, or by telephone at (612) 334-6300, or by email at prospectus@chlm.com. Electronic copies of the final prospectus supplement and accompanying prospectus will also be available on the SEC's website at http://www.sec.gov.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
ABOUT LSI INDUSTRIES
Headquartered in Cincinnati, LSI is a publicly held company traded over the NASDAQ Stock Exchange under the symbol LYTS. The Company manufactures advanced lighting, graphics, and display solutions across strategic vertical markets. The Company’s American-made products, which include non-residential indoor and outdoor lighting, print graphics, digital graphics, refrigerated and custom displays, help create value for customer brands and enhance the consumer experience. LSI also provides comprehensive project management services in support of large-scale product rollouts. The Company employs approximately 2,000 people at 18 manufacturing plants in the United States and Canada.
FORWARD-LOOKING STATEMENTS
This press release contains statements that, to the extent they are not recitations of historical fact, constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All such statements are intended to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and this statement is included for purposes of such safe harbor provisions.
“Forward-looking” statements, as such term is defined by the SEC in its rules, regulations and releases, represent our expectations or beliefs, including, but not limited to, statements concerning our expectations regarding the offering of common stock, including the expected use of proceeds, our expectation that we will complete the offering, our operations, economic performance, financial condition, growth and acquisition strategies, investments and future operational plans. Without limiting the generality of the foregoing, words such as “may,” “will,” “expect,” “believe,” “anticipate,” “intend,” “forecast,” “seek,” “plan,” “predict,” “project,” “could,” “estimate,” “might,” “continue,” “seeking” or the negative or other variations thereof or comparable terminology are intended to identify forward-looking statements.
These statements speak only as of the date of this press release and we undertake no ongoing obligation, other than that imposed by law, to update these statements. These statements relate to, among other things, our intent, belief or current expectations with respect to the offering of common stock, the anticipated use of proceeds from the offering and other statements relating to the offering. You are cautioned that any such forward-looking statements are not guarantees of future performance and involve significant risks and uncertainties, certain of which are beyond our control, and that actual results may differ materially from those contained in or implied by the forward-looking statements as a result of various factors, some of which are unknown, including, without limitation, risks related to:
our ability to complete the offering of common stock on favorable terms or at all;
reliance on key customers;
global economic and political conditions;
product demand and market acceptance risks;
competition from existing and new competitors;
our ability to consummate, successfully integrate, and achieve the strategic and other objectives, including any expected synergies, relating to pending acquisitions, including the acquisition of Royston Group and other recently completed acquisitions;
prolonged periods of inflation and our ability to mitigate the impact thereof;
our ability to mitigate the impacts of increased costs related to tariffs;
technology and cybersecurity threats and incidents;
our outstanding indebtedness;
market volatility in the debt and equity capital markets;
our ability to continue to pay dividends at current levels or at all;
our published financial guidance;
our expected use of proceeds from the offering; and
the other factors identified in our reports filed or expected to be filed with the SEC, including our Annual Report on Form 10-K for the year ended June 30, 2025 and our Quarterly Reports on Form 10-Q for the quarterly periods ended September 30, 2025 and December 31, 2025.
You are advised, however, to consult any further disclosures we make on related subjects in our periodic reports on Forms 10-K, 10-Q or 8-K filed with or furnished to the SEC.
View source version on businesswire.com: https://www.businesswire.com/news/home/20260226530764/en/
INVESTOR CONTACT
Noel Ryan or Bill Seymour
LYTS@vallumadvisors.com
Original: LSI Industries Prices Public Offering of Common Stock
US Market News
3月前
LSI Industries to Acquire Royston Group, Creating an Integrated Retail Branding Solutions Platform of ScaleFebruary 25, 2026 4:05 PM
Business Wire
Transformational platform acquisition positions LSI as the market-leader within branded retail solutions
Expands LSI’s presence within new display solutions categories, accelerates growth in core vertical markets
LSI to host transaction conference call and live webcast on Thursday, February 26 at 8:30 a.m. ET
LSI Industries Inc. (Nasdaq: LYTS, “LSI” or the “Company”), a leading U.S. based manufacturer of commercial lighting and display solutions, today announced that it has entered into a definitive agreement to acquire privately held Royston Group (“Royston”), a leader in identity and equipment solutions for retail environments, from Industrial Opportunity Partners (“IOP”) for an aggregate purchase price of $325 million, subject to a working capital adjustment, with $320 million of the purchase price payable in cash at closing and the remaining $5 million payable in the issuance of shares of the Company’s common stock, valued as of the closing price of the Company’s common stock on February 19, 2026. The transaction is subject to Hart-Scott-Rodino clearance and is expected to close in the third quarter of LSI’s 2026 fiscal year.
Atlanta-based Royston is a vertically integrated provider of custom store fixtures, internal/external signage, and refrigerated/heated case displays. Through five facilities in four U.S. states, Royston offers customers a build-to-order solution that integrates design, engineering, fabrication, assembly, distribution and turnkey installation capabilities that span the full project lifecycle.
Royston provides retail branding solutions across an array of growing, high-value vertical markets, including refueling/c-store, grocery, and quick-serve restaurant (“QSR”), among others, where LSI has an established market presence. Royston is an established partner of choice for three of the top five U.S. c-store and grocery chains, and four of the top five U.S. refueling station chains by location count.
Royston, and its nearly 900 employees, will become part of LSI’s display solutions segment on a reporting basis upon the closing of the transaction.
MANAGEMENT COMMENTARY
“We believe the acquisition of Royston will be a transformational transaction for our business, customers, and shareholders, positioning LSI as the leading scaled platform in branded retail solutions,” stated James A. Clark, President and Chief Executive Officer of LSI. “LSI is building an integrated, new-to-market offering that provides a one-stop, solutions-based approach to support the new build and remodel programs of leading global retail companies across North America. This transaction accelerates our growth across targeted vertical markets, expands our suite of solutions within higher margin product categories, and further entrenches LSI as the partner of choice for leading retail brands.”
“Royston has established long-term customer relationships with many of the leading regional and national refueling, grocery, and QSR chains in the United States,” continued Clark. “Among its top 10 customers by revenue, the average relationship exceeds 20 years, which we believe reflects its position as a go-to partner for store remodels, which accounts for approximately 70% of Royston’s annual revenue.”
“Upon closing of the transaction, we expect our consolidated sales to customers in the refueling, grocery, and QSR markets to represent more than 60% of pro-forma annual revenue, with minimal customer overlap across the combined portfolio,” continued Clark. “Given the attractive growth profiles of these vertical markets, we believe this acquisition enhances our ability to deliver revenue growth that outpaces the broader commercial and industrial sectors in which we operate.”
“The addition of Royston will expand LSI’s capabilities within new, high-value product lines, including internal and external signage, while strengthening our existing offerings in store fixtures and display cases,” continued Clark. “We believe this transaction offers significant commercial synergy potential, positioning us to expand per-site content through cross-selling and a solutions-based value proposition.”
“As previously outlined within our Fast Forward value creation strategy, we believe the acquisition of Royston positions LSI to deliver on its financial targets two years ahead of plan, with pro-forma TTM September 2025 combined revenue for LSI-Royston of approximately $864 million and adjusted EBITDA of approximately $95 million.”
“At closing, we anticipate net leverage to approximate 3.0x and remain committed to further deleveraging over the near-to-medium term, while continuing to reinvest in the organic growth of the combined business,” continued Clark.
“Over the last five years, with the acquisitions of JSI, EMI, Canada’s Best and now Royston, we’ve demonstrated a focused approach toward value creation through accretive, complementary acquisitions, while delivering consistent organic growth, margin discipline, and profitability within our base business,” stated Clark. “After the closing of the Royston transaction, we intend to update our long-term financial targets as we introduce the next phase of our Fast Forward plan, highlighting the value compounding power we anticipate from the combined businesses.”
“LSI is building the leading retail branding solutions platform in North America, with a strategic focus and proven track record of long-term value creation that aligns closely with our own,” stated Frank Callis, President and CEO of Royston Group. “This transaction brings together highly complementary capabilities and customer relationships, expanding the breadth of integrated solutions we can deliver across retail environments. We look forward to joining the LSI team as we contribute to the profitable growth of the combined organization.”
“We are pleased to welcome the entire Royston team to the LSI family,” concluded Clark. “Our shared cultural focus on innovation, customer service, quality, operational discipline, and a returns-focused approach to capital allocation position LSI for continued success as together, we build the leading platform for growth within the branded retail marketing solutions space.”
TRANSACTION DETAILS
In TTM September 2025, Royston generated total revenue of approximately $272 million and adjusted EBITDA of approximately $38 million(1), or 14.0% of revenue.
The transaction price represents 8.1x(1) TTM September 2025 adjusted EBITDA, based on a combination of the purchase price of $325 million and net of tax benefits transferring to LSI. The acquisition of Royston is expected to be accretive to LSI on both a margin rate and diluted earnings per share basis upon the closing of the transaction. The acquisition is supported by a fully committed bridge facility. Permanent financing is expected to include a mix of equity and debt financing.
COMPELLING TRANSACTION RATIONALE
Creates a scaled, integrated retail solutions platform. LSI believes that the combination of LSI-Royston will create a leading solutions-based business that integrates custom design, engineering, manufacturing, installation and maintenance capabilities across lighting, fixtures, branded signage, and display cases, establishing a one-stop partner for leading retail brands.
Strengthens leadership in core vertical markets. On a pro-forma basis, approximately 60% of the combined LSI-Royston sales will be from the refueling, grocery and c-store markets, positioning the go-forward platform as a significant partner of scale to both regional and national retail chains. The two companies serve largely distinct customer bases, with minimal overlap between their respective customer relationships despite a shared vertical market focus.
Expands domestic manufacturing footprint in strategic locations. The addition of Royston’s five domestic facilities will increase LSI’s operational footprint from 18 to 23 locations, resulting in a nearly 40% increase in manufacturing square footage capacity to support organic growth.
Recurring revenue model supported by long-term customer relationships. Royston serves many of the leading retail brands in North America, including customers operating thousands of serviceable locations. In fiscal year 2025, approximately 70% of revenue for the core Royston business was generated from remodel projects, with the remaining 30% from new store construction, creating a durable revenue base tied to recurring store refresh cycles. The average tenure of Royston’s top 10 customers exceeds 20 years.
Meaningful cross-selling opportunities. Approximately 47% of Royston’s customers currently purchase a single product from them, creating meaningful opportunities to expand share of wallet across the combined offering, which includes LSI’s branded lighting solutions. LSI also expects to leverage Royston’s expanded capabilities within its legacy customer base, resulting in compelling commercial synergies across the combined businesses.
Improved pro-forma margin profile. In TTM September 2025, LSI generated adjusted EBITDA of 9.7%, while Royston generated adjusted EBITDA margin of 14.0%. On a pro-forma basis for fiscal year 2025, the combined businesses generated adjusted EBITDA margin of 11.0%, approaching the adjusted EBITDA margin target outlined in LSI’s Fast Forward value creation strategy.
Pathway to reduce leverage meaningfully, over the medium-term. At transaction closing, LSI anticipates a pro-forma net debt / adjusted EBITDA ratio for the combined entity of at or below approximately 3.0x and expects to reduce net leverage to at-or-below 2.0x by year-end fiscal 2028, consistent with its track record of programmatic de-leveraging following the completion of prior acquisitions.
(1)
LSI estimates based on pro forma financial information. Results cannot be guaranteed.
LSI INDUSTRIES’ ACQUISITION OF ROYSTON GROUP
A conference call will be held tomorrow, February 26, 2026, at 8:30 a.m. ET to review LSI’s acquisition of Royston Group.
A webcast of the conference call and accompanying presentation materials will be available in the Investor Relations section of LSI Industries’ website at www.lsicorp.com. Individuals can also participate by teleconference dial-in. To listen to a live broadcast, go to the site at least 15 minutes prior to the scheduled start time to register, download and install any necessary audio software.
Details of the conference call are as follows:
Live Call Dial-In: 877-407-9208
To listen to a replay of the teleconference, which subsequently will be available through March 12, 2026.
Call Replay: 844-512-2921
Replay ID: 13758950
ABOUT LSI INDUSTRIES
Headquartered in Cincinnati, LSI is a publicly held company traded over the NASDAQ Stock Exchange under the symbol LYTS. The Company manufactures advanced lighting, graphics, and display solutions across strategic vertical markets. The Company’s American-made products, which include non-residential indoor and outdoor lighting, print graphics, digital graphics, refrigerated and custom displays, help create value for customer brands and enhance the consumer experience. LSI also provides comprehensive project management services in support of large-scale product rollouts. The Company employs approximately 2,000 people at 19 manufacturing plants in the U.S. and Canada. Additional information about LSI is available at www.lsicorp.com.
ABOUT ROYSTON GROUP
Royston Group is a leader in complete identity and equipment solutions. Its portfolio of companies includes Royston LLC, SignResource, and Southern CaseArts – industry leaders in the outfitting of retail environments from casework, merchandisers, and refrigerated cases to exterior store signage.
Non-GAAP Financial Measures
This press release includes non-GAAP financial measures, including Earnings Before Interest, Taxes, Depreciation and Amortization EBITDA and Adjusted EBITDA. We believe that these are useful as supplemental measures in assessing the operating performance of our business. These measures are used by our management, including our chief operating decision maker, to evaluate business results, and are frequently referenced by those who follow LSI. These non-GAAP measures may be different from non-GAAP measures used by other companies. In addition, the non-GAAP measures are not based on any comprehensive set of accounting rules or principles. Non-GAAP measures have limitations, in that they do not reflect all amounts associated with our results as determined in accordance with U.S. GAAP. Therefore, these measures should be used only to evaluate our results in conjunction with corresponding GAAP measures. Below is a reconciliation of these non-GAAP measures reported for the periods indicated.
Twelve Months Ended
September 30, 2025
(Unaudited)
(In thousands)
LSI
Royston
Combined
Net sales
$
592,531
$
271,827
$
864,358
Net Income to Adjusted EBITDA
Net Income
$
24,965
$
19,048
$
44,013
Income tax
9,451
(4,416
)
5,035
Interest expense, net
3,001
8,050
11,051
Other (income) expense
193
(177
)
16
Operating Income
$
37,610
$
22,505
$
60,115
Depreciation and amortization
12,835
12,148
24,983
EBITDA
$
50,445
$
34,653
$
85,098
Long-term performance based compensation
5,037
-
5,037
Professional fees and expenses
81
770
851
Acquisition costs
1,219
-
1,219
Expense on step-up basis of acquired lease
357
-
357
Private Equity Management Fees
-
756
756
Severance costs and Restructuring costs
169
1,850
2,019
Adjusted EBITDA
$
57,308
$
38,029
$
95,337
Adjusted EBITDA as a percentage of sales
9.7
%
14.0
%
11.0
%
FORWARD-LOOKING STATEMENTS
Statements made in this release that are not statements of historical or current facts are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements regarding the expected timing, completion or size of the offering, the expected gross proceeds therefrom, the intended use of net proceeds therefrom and the exercise of the common stock warrants prior to their expiration. We caution readers that forward-looking statements are predictions based on our current expectations about future events. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and assumptions that are difficult to predict. These risks and uncertainties relate, among other things, to fluctuations in our stock price, changes in market conditions and satisfaction of customary closing conditions related to the offering. Our actual results, performance, or achievements could differ materially from those expressed or implied by the forward-looking statements as a result of a number of factors, including the risks discussed under the heading "Risk Factors" discussed under the caption "Item 1A. Risk Factors" in Part I of our most recent Annual Report on Form 10-K or any updates discussed under the caption "Item 1A. Risk Factors" in Part II of our Quarterly Reports on Form 10-Q and in our other filings with the SEC. There can be no assurance that we will be able to complete the offering on the anticipated terms or at all. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise that occur after that date, except as required by law.
View source version on businesswire.com: https://www.businesswire.com/news/home/20260225747300/en/
INVESTOR CONTACT
Noel Ryan or Bill Seymour
LYTS@vallumadvisors.com
Original: LSI Industries to Acquire Royston Group, Creating an Integrated Retail Branding Solutions Platform of Scale
US Market News
3月前
LSI Industries Announces Proposed $90 Million Public Offering of Common StockFebruary 25, 2026 4:06 PM
Business Wire
LSI Industries Inc. (Nasdaq: LYTS, “LSI” or the “Company”), a leading U.S. based manufacturer of commercial lighting and display solutions, today announced that it intends to offer and sell $90 million of its shares of common stock pursuant to an effective shelf registration statement, subject to market and other conditions. In addition, LSI intends to grant the underwriters a 30-day option to purchase up to an additional 15% of the shares of common stock offered in the proposed public offering on the same terms and conditions. All of the shares of common stock are being offered by LSI.
LSI intends to use the net proceeds from this proposed offering to implement its growth and acquisition strategy, including (i) payment of a portion of the purchase price for its proposed Royston Group acquisition pursuant to the Agreement and Plan of Merger, dated February 20, 2026, by and between LSI and Royston Group; (ii) repayment of borrowings under the proposed Senior Secured Credit Facility Commitment Letter, dated January 21, 2026, by and between LSI, PNC Capital Markets LLC, and PNC Bank, National Association, to be used to fund the purchase price of the Royston Group acquisition, which is expected to close in the third quarter of LSI’s 2026 fiscal year; and/or (iii) for general working capital and corporate purposes.
Oppenheimer & Co. and Craig-Hallum are acting as joint lead book-running managers for the proposed offering.
A shelf registration statement on Form S-3 relating to the shares of common stock to be issued in the proposed offering was filed with the Securities and Exchange Commission (“SEC”) and is effective. The securities may be offered only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. A preliminary prospectus supplement and accompanying prospectus relating to and describing the terms of the proposed offering will be filed with the SEC. Copies of the preliminary prospectus supplement and the accompanying prospectus relating to the securities being offered may also be obtained, when available, from Oppenheimer & Co. Inc., Attention: Syndicate Prospectus Department, 85 Broad Street, 26th Floor, New York, NY 10004, or by telephone at (212) 667-8563, or by email at EquityProspectus@opco.com or Craig-Hallum Capital Group LLC, 222 South Ninth Street, Suite 350, Minneapolis, MN 55402, Attn: Equity Capital Markets, or by telephone at (612) 334-6300, or by email at prospectus@chlm.com. Electronic copies of the preliminary prospectus supplement and accompanying prospectus will also be available on the SEC's website at http://www.sec.gov. The final terms of the proposed offering will be disclosed in a final prospectus supplement to be filed with the SEC.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
ABOUT LSI INDUSTRIES
Headquartered in Cincinnati, LSI is a publicly held company traded over the NASDAQ Stock Exchange under the symbol LYTS. The Company manufactures advanced lighting, graphics, and display solutions across strategic vertical markets. The Company’s American-made products, which include non-residential indoor and outdoor lighting, print graphics, digital graphics, refrigerated and custom displays, help create value for customer brands and enhance the consumer experience. LSI also provides comprehensive project management services in support of large-scale product rollouts. The Company employs approximately 2,000 people at 18 manufacturing plants in the United States and Canada.
FORWARD-LOOKING STATEMENTS
This press release contains statements that, to the extent they are not recitations of historical fact, constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All such statements are intended to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and this statement is included for purposes of such safe harbor provisions.
“Forward-looking” statements, as such term is defined by the SEC in its rules, regulations and releases, represent our expectations or beliefs, including, but not limited to, statements concerning our expectations regarding the proposed offering of common stock, including the expected timing, terms, size and use of proceeds, our expectation that we will complete the proposed offering, our operations, economic performance, financial condition, growth and acquisition strategies, investments and future operational plans. Without limiting the generality of the foregoing, words such as “may,” “will,” “expect,” “believe,” “anticipate,” “intend,” “forecast,” “seek,” “plan,” “predict,” “project,” “could,” “estimate,” “might,” “continue,” “seeking” or the negative or other variations thereof or comparable terminology are intended to identify forward-looking statements.
These statements speak only as of the date of this press release and we undertake no ongoing obligation, other than that imposed by law, to update these statements. These statements relate to, among other things, our intent, belief or current expectations with respect to the timing and terms of the anticipated offering of common stock, the grant of any option to purchase additional shares, the anticipated use of proceeds from the proposed offering and other statements relating to the proposed offering. You are cautioned that any such forward-looking statements are not guarantees of future performance and involve significant risks and uncertainties, certain of which are beyond our control, and that actual results may differ materially from those contained in or implied by the forward-looking statements as a result of various factors, some of which are unknown, including, without limitation, risks related to:
our ability to price or complete the anticipated offering of common stock on favorable terms or at all;
reliance on key customers;
global economic and political conditions;
product demand and market acceptance risks;
competition from existing and new competitors;
our ability to consummate, successfully integrate, and achieve the strategic and other objectives, including any expected synergies, relating to pending acquisitions, including the acquisition of Royston Group and other recently completed acquisitions;
prolonged periods of inflation and our ability to mitigate the impact thereof;
our ability to mitigate the impacts of increased costs related to tariffs;
technology and cybersecurity threats and incidents;
our outstanding indebtedness;
market volatility in the debt and equity capital markets;
our ability to continue to pay dividends at current levels or at all;
our published financial guidance;
our expected use of proceeds from the proposed offering; and
the other factors identified in our reports filed or expected to be filed with the SEC, including our Annual Report on Form 10-K for the year ended June 30, 2025 and our Quarterly Reports on Form 10-Q for the quarterly periods ended September 30, 2025 and December 31, 2025.
You are advised, however, to consult any further disclosures we make on related subjects in our periodic reports on Forms 10-K, 10-Q or 8-K filed with or furnished to the SEC.
View source version on businesswire.com: https://www.businesswire.com/news/home/20260225214154/en/
INVESTOR CONTACT
Noel Ryan or Bill Seymour
LYTS@vallumadvisors.com
Original: LSI Industries Announces Proposed $90 Million Public Offering of Common Stock
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