Unaudited Condensed Consolidated Statements of Stockholders' Equity ~~(Continued)~~

In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments necessary to present fairly the results of operations for the three and ~~nine~~six months ended ~~March~~December 31, 2023 and 2022, the cash flows for the ~~nine~~six months ended ~~March~~December 31, 2023 and 2022 and the financial position of Standex International Corporation (“Standex”, the “Company”, “we”, “us”, or “our”), at ~~March~~December 31, 2023. The interim results are not necessarily indicative of results for a full year. The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and note disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. The unaudited condensed consolidated financial statements and notes do not contain information which would substantially duplicate the disclosures contained in the audited annual consolidated financial statements and notes for the year ended June 30, ~~2022~~2023. The condensed consolidated balance sheet at June 30, ~~2022~~2023 was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America. The financial statements contained herein should be read in conjunction with the Annual Report on Form 10-K and in particular the audited consolidated financial statements for the year ended June 30, ~~2022~~2023. Unless otherwise noted, references to years are to the Company’s fiscal years. Currently our fiscal year end is June 30. For further clarity, our fiscal year ~~2023~~2024 includes the twelve-month period from July 1, ~~2022~~2023 to June 30, ~~2023.~~2024.

The preparation of consolidated financial statements in conformity with GAAP requires the use of estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities at the date of the financial statements and for the period then ended. Estimates are based on historical experience, actuarial estimates, current conditions and various other assumptions that are believed to be reasonable under the circumstances. These estimates form the basis for making judgments about the carrying values of assets and liabilities when they are not readily apparent from other sources. These estimates assist in the identification and assessment of the accounting treatment necessary with respect to commitments and contingencies. Actual results may differ from these estimates under different assumptions or conditions. The estimates and assumptions used in the preparation of the consolidated financial statements have considered the implications on the Company as a result of ~~the COVID-~~19 ~~pandemic~~ongoing global events and ~~its~~ related economic impacts. As a result, ~~of the COVID-~~19 ~~pandemic,~~ there is heightened volatility and uncertainty around supply chain performance, labor availability, and customer demand. However, the magnitude of such impact on the Company’s business and its duration is uncertain. The Company is not aware of any specific event or circumstance that would require an update to its estimates or adjustments to the carrying value of its assets and liabilities as of ~~March~~December 31, 2023 and the issuance date of the Quarterly Report on Form 10-Q.

The Company considers events or transactions that occur after the balance sheet date but before the financial statements are issued to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. The Company evaluated subsequent events through the date and time its unaudited condensed consolidated financial statements were issued.

Research and development expenditures are expensed as incurred. Total research and development costs, which are classified under selling, general, and administrative expenses, were $5.1 million and $4.1 million for the three months ended December 31, 2023 and 2022, respectively. Research and development expenditures were $10.4 million and $7.3 million for the six months ended December 31, 2023 and 2022, respectively.

From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that the Company adopts as of the specified effective date. Unless otherwise discussed below, the Company does not believe that the adoption of recently issued standards had or may have a material impact on its condensed consolidated financial statements or disclosures.

In November ~~2021,~~2023, the FASB issued ASU ~~2021~~2023-~~10,~~07, ~~Government Assistance~~Segment Reporting (Topic ~~832~~~~): Disclosures by Business Entities about Government Assistance, which requires business entities to provide certain disclosures when they (~~1280) ~~have received government assistance and (~~2~~) use a grant or contribution accounting model by analogy to other accounting guidance. The guidance in~~ ("ASU ~~2021~~2023-1007"). This update provides, among other things, enhanced segment disclosure requirements including disclosures about significant segment expenses. ASU 2023-07 is effective ~~for all entities~~ for fiscal years beginning after December 15, ~~2021~~2023, ~~with early~~and interim periods within fiscal years beginning after December 15, 2024. The Company will review the extent of new disclosures necessary in the coming quarters, prior to implementation during fiscal year 2025. Other than additional disclosure, the Company does not expect a change to its condensed consolidated financial statements upon adoption.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures. This ASU is expected to enhance the transparency and decision usefulness of income tax disclosures by requiring public business entities on an annual basis to disclose specific categories in the rate reconciliation, additional information for reconciling items that meet a quantitative threshold, and certain information about income taxes paid. This ASU is effective for fiscal years beginning after December 15, 2024. The amendments in this ASU are required to be applied on a prospective basis and retrospective adoption is permitted. The Company ~~adopted ASU~~ ~~2021~~-10 inis currently evaluating the effect of adopting this new accounting guidance, which would be applicable to fiscal year ~~2023.~~2026. ~~The adoption did~~ ~~not~~ ~~have a material impact on the consolidated financial statements.~~

At the time of the acquisition and ~~March~~December 31, 2023, the Company evaluated the significance of each acquisition on a standalone basis and in aggregate, considering both qualitative and quantitative factors.

~~During~~On November 1,2023, the Company entered into a definitive agreement, through its subsidiary Standex Electronics Japan Corporation, to acquire privately-held, Japanese-based Sanyu Switch Co., Ltd. Sanyu Switch Co., Ltd. designs and manufactures reed relays, test sockets, testing systems for semi-conductor and other electronics manufacturing, and other switching applications. The transaction is expected to close in the third quarter of fiscal year ~~2022,~~2024, subject to required regulatory approvals. Its results will be reported in the Electronics segment upon closing.

On July 31, 2023, the Company ~~acquired Sensor Solutions,~~paid $29.2 million in cash for the purchase of all the issued and outstanding equity interests of Minntronix, a ~~designer~~privately held company. Minntronix designs and ~~manufacturer of~~manufactures customized as well as standard ~~magnetic sensor~~magnetics components and products including ~~hall effect switch~~transformers, inductors, current sensors, coils, chokes, and ~~latching sensors, linear~~filters. The products are used in applications across cable fiber, smart meters, industrial control and ~~rotary sensors,~~lighting, electric vehicles, and specialty sensors. Sensor Solutions' customer base in automotive, industrial, medical, aerospace, military and consumer electronics end markets are a strategic fit and expand the Company's presence in thesehome security markets. ~~Sensor Solutions operates~~ ~~one~~ ~~light manufacturing facility in Colorado. Sensor Solutions'~~Minntronix' results are reported within the Company's Electronics segment.

~~The Company paid $9.9 million in cash for all the issued and outstanding equity interests of Sensor Solutions.~~ The purchase price was allocated to the net tangible and identifiable intangible assets acquired and liabilities assumed based on a valuation of their fair values on the closing date. Goodwill recorded from this transaction is attributable to ~~Sensor Solutions'~~Minntronix's technical and applications expertise, ~~in sectors such as electric vehicles, industrial automation and medical end markets,~~ which is highly complementary to the Company's existing business.

Identifiable intangible assets of ~~$2.8~~$10.7 million consist primarily of ~~$0.8~~$3.2 million for indefinite lived tradenames and ~~$2.0~~$7.5 million of customer relationships to be amortized over 1015 years. The goodwill of ~~$5.8~~$13.9 million created by the transaction isnot deductible for income tax purposes. The accounting for business combinations requires estimates and judgments regarding expectations for future cash flows of the acquired business, and the allocations of those cash flows to identifiable tangible and intangible assets, in determining the assets acquired and liabilities assumed. The fair values assigned to tangible and intangible assets acquired and liabilities assumed are based on management's best estimates and assumptions, as well as other information compiled by management, including valuations that utilize customary valuation procedures and techniques.

The components of the fair value of the ~~Sensor Solutions~~Minntronix acquisition, including the ~~final~~preliminary allocation of the purchase price are as follows (in thousands):

~~During the~~ ~~fourth~~ ~~quarter of fiscal year~~ ~~2022~~, the Company paid $3.1 million in cash for acquired assets and liabilities of a manufacturer of magnetic components. The results are reported within the Company's Electronics segment. The transaction resulted in $2.5 million of goodwill that is deductible for income tax purposes.

Acquisition related costs include costs related to acquired businesses and other pending acquisitions. These costs consist of (i) deferred compensation arrangements and (ii) acquisition related professional service fees and expenses, including financial advisory, legal, accounting, and other outside services incurred in connection with acquisition activities, and regulatory matters related to acquired entities. These costs do not include purchase accounting expenses, which we define as acquired backlog and the step-up of inventory to fair value, or the amortization of the acquired intangible assets.

Acquisition related costs for the three months ended ~~March~~December 31, 2023 and 2022 were ~~less than $0.1~~$1.2 million and ~~$0.4~~$0.2 million, respectively. Acquisition related costs for the ~~nine~~six months ended ~~March~~December 31, 2023 and 2022 were ~~$0.5~~$1.7 million and ~~$1.6~~$0.5 million, respectively.

Most of the Company’s contracts have a single performance obligation which represents the product or service being sold to the customer. Some contracts include multiple performance obligations such as a product and the related installation and/or extended warranty. Additionally, most of the Company’s contracts offer assurance type warranties in connection with the sale of a product to customers. Assurance type warranties provide a customer with assurance that the product complies with agreed-upon specifications. Assurance type warranties do not represent a separate performance obligation.

In general, the Company recognizes revenue at the point in time control transfers to its customer based on predetermined shipping terms. Revenue is recognized over time under certain long-term contracts within the Engineering Technologies and Engraving groups for highly customized customer products that have no alternative use and in which the contract specifies the Company has a right to payment for its costs, plus a reasonable margin. For products manufactured over time, the transfer of control is measured pro rata, based upon current estimates of costs to complete such contracts. Losses on contracts are fully recognized in the period in which the losses become determinable. Revisions in profit estimates are reflected on a cumulative basis in the period in which the basis for such revision becomes known.

The following table presents revenue disaggregated by product line and segment (in thousands):

The following table presents revenue from continuing operations disaggregated by geography based on company’s locations (in thousands):

The following table presents revenue from continuing operations disaggregated by timing of recognition (in thousands):

Contract assets represent sales recognized in excess of billings related to work completed but not yet shipped for which revenue is recognized over time. Contract assets are recorded as prepaid expenses and other current assets. Contract liabilities are customer deposits for which revenue has not been recognized. Current contract liabilities are recorded as accrued liabilities.

The timing of revenue recognition, invoicing and cash collections results in billed receivables, contract assets and contract liabilities on the consolidated balance sheets. When consideration is received from a customer prior to transferring goods or services to the customer under the terms of a contract, a contract liability is recorded. Contract liabilities are recognized as revenue after control of the goods and services are transferred to the customer and all revenue recognition criteria have been met.

The following table provides information about contract assets and liability balances (in thousands):

We recognized the following revenue which was included in the contract liability beginning balances (in thousands):

The financial instruments shown below are presented at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Where available, fair value is based on observable market prices or parameters or derived from such prices or parameters. Where observable prices or inputs are not available, valuation models may be applied.

Assets and liabilities recorded at fair value in the consolidated balance sheet are categorized based upon the level of judgment associated with the inputs used to measure their fair values. Hierarchical levels directly related to the amount of subjectivity associated with the inputs to fair valuation of these assets and liabilities and the methodologies used in valuation are as follows:

Level 1 – Quoted prices (unadjusted) in active markets for identical assets and liabilities. The Company’s deferred compensation plan assets consist of shares in various mutual funds (investments are participant-directed) which invest in a broad portfolio of debt and equity securities. These assets are valued based on publicly quoted market prices for the funds’ shares as of the balance sheet dates.

Level 2 – Inputs, other than quoted prices in an active market, that are observable either directly or indirectly through correlation with market data. For foreign exchange forward contracts and interest rate swaps, the Company values the instruments based on the market price of instruments with similar terms, which are based on spot and forward rates as of the balance sheet dates. The Company has considered the creditworthiness of counterparties in valuing all assets and liabilities.

Level 3 – Unobservable inputs based upon the Company’s best estimate of what market participants would use in pricing the asset or liability.

There were no transfers of assets or liabilities between any levels of the fair value measurement hierarchy at ~~March~~December 31, 2023 and June 30, ~~2022~~2023. The Company’s policy is to recognize transfers between levels as of the date they occur.

Cash and cash equivalents, accounts receivable, accounts payable, and debt are carried at cost, which approximates fair value.

^(a) ~~The fair value of contingent consideration arrangements is determined based on the Company's evaluation as to the probability and amount of any contingent consideration that has been earned to date.~~

~~The financial liabilities based upon Level~~ 3 inputs include contingent consideration arrangements relating to the acquisition of Renco Electronics. The Company is contractually obligated to pay contingent consideration payments to the Sellers of this business based on the achievement of certain criteria.

The Company is contractually obligated to pay contingent consideration to the sellers of GS Engineering in the event that certain revenue and gross margin targets are achieved during the five years following acquisition. The targets set in the GS Engineering stock purchase agreement were not met for the first, second, thirdor ~~third~~fourth year, which concluded in the fourth quarter of fiscal years 2020, 2021, 2022and ~~2022,~~2023, respectively. As of ~~March~~December 31, 2023, the Company could be required to pay up to $12.8 million for contingent consideration arrangements if the revenue and gross margin targets are met in fiscal ~~years~~ ~~2023~~ ~~through~~year 2024.

~~In connection with its acquisition of Renco Electronics, the Company was obligated to pay contingent consideration over a~~ ~~three~~ ~~year period of up to $3.5 million to the sellers of Renco. During the~~ ~~first~~ ~~quarter of fiscal year~~ ~~2022,~~ ~~the Company paid $1.2 million to the sellers as Renco exceeded the earnings targets during the~~ ~~first~~ ~~year of the measurement period. During the~~ ~~third~~ ~~quarter of fiscal year~~ ~~2022~~, ~~the parties agreed to reduce and fix the aggregate earnout payments to a total of $3.4 million. The parties also agreed to accelerate the payment of the remaining unpaid amounts. During the~~ ~~fourth~~ ~~quarter of fiscal year~~ ~~2022~~, ~~the Company paid $1.0 million to the sellers of Renco. The remaining unpaid amount of $1.2 million was paid in the~~ ~~first~~ ~~quarter of fiscal year~~ ~~2023~~ ~~and the obligation is considered settled.~~

The Company has determined the fair value of the liabilities for the contingent consideration based on a probability-weighted discounted cash flow analysis. This fair value measurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement within the fair value hierarchy. The fair value of the contingent consideration liability associated with future payments was based on several factors, the most significant of which are the financial performance of the acquired businesses and the risk-adjusted discount rate for the fair value measurement.

Additionally, the Company has financial assets based upon Level 3 inputs, which represent investments in a privately held company.

The Company invested $2.1 million for equity securities of a company whose securities are not publicly traded and where fair value is not readily available. This was recorded as an investment within other non-current assets in the consolidated balance sheets to reflect the initial fair value of the stock acquired. These investments are recorded using either the equity method of accounting or the cost minus impairment adjusted for observable price changes, depending on ownership percentage and other factors that suggest significant influence. The Company concluded it does not have a significant ownership percentage or influence. The Company monitors this investment to evaluate whether any increase or decline in the value has occurred, based on the implied value of recent company financings, public market prices of comparable companies and general market conditions.

The Company also purchased $2.8 million of debt securities from the same privately held company. The available for sale asset was recorded as a current asset in the prepaid expenses and other current assets line of the consolidated balance sheet to reflect the initial fair value of the instrument acquired. This asset will ~~update~~mature one year from the date of issuance. Available-for-sale debt securities are recorded at fair market value and unrealized gains and losses are included in accumulated other comprehensive income (loss) in equity, net of related tax effects. Realized gains and losses are reported in other non-operating (income) expense, net.

There have been no changes in the fair value of the estimates for the Level 3 assets in fiscal year 2024 other than the impact of foreign exchange, which represents the increase in the fair values from the prior year.

The Company updates its assumptions each reporting period based on new developments and record such amounts at fair value based on the revised assumptions until the agreements expire.

Inventories from continuing operations are comprised of the following (in thousands):

Distribution costs associated with the sale of inventory, which are recorded as a component of selling, general and administrative expenses in the accompanying unaudited condensed consolidated statements of operations were ~~$3.2~~$2.9 million and ~~$2.5~~$3.1 million for the three months ended ~~March~~December 31, 2023 and 2022, respectively. Distribution costs were ~~$9.2~~$6.1 million and ~~$11.1~~$6.0 million for the ~~nine~~six months ended ~~March~~December 31, 2023 and 2022, respectively.

Changes to goodwill by segment during the period were as follows (in thousands):

During the third quarter of fiscal year 2023, the Company entered into a Third Amended & Restated Credit Agreement which renewed the existing Credit Agreement for an additional five-year period (“Credit Facility”, or “facility”). The facility has a borrowing limit of $500 million, which can be increased by an amount of up to $250 million, in accordance with specified conditions contained in the agreement. The facility also includes a $10 million sublimit for swing line loans and a $35 million sublimit for letters of credit.

At ~~March~~December 31, 2023, the Company had standby letters of credit outstanding, primarily for insurance purposes, of ~~$3.0~~$2.9 million and had the ability to borrow ~~$343.7~~$347.1 million under the facility. Funds borrowed under the facility may be used for the repayment of debt, working capital, capital expenditures, acquisitions (so long as certain conditions, including a specified funded debt to EBITDA leverage ratio is maintained), and other general corporate purposes. The facility contains customary representations, warranties and restrictive covenants, as well as specific financial covenants which the Company was compliant with as of ~~March~~December 31, 2023. At ~~March~~December 31, 2023, the carrying value of the current borrowings ~~approximate~~approximates fair value.

The Company is exposed to market risks from changes in interest rates, commodity prices and changes in foreign currency rates. The Company selectively uses derivative financial instruments in order to manage certain of these risks. Information about the Company’s derivative financial instruments is as follows:

From time to time as dictated by market opportunities, the Company enters into interest rate swap agreements designed to manage exposure to interest rates on the Company’s variable rate indebtedness. The Company recognizes all derivatives on its balance sheet at fair value. The Company has designated its interest rate swap agreements, including those that may be forward-dated, as cash flow hedges, and changes in the fair value of the swaps are recognized in other comprehensive income until the hedged items are recognized in earnings. Hedge ineffectiveness, if any, associated with the swaps will be reported by the Company in interest expense.

The Company’s effective swap agreements convert the base borrowing rate on ~~$175~~$150 million of debt due under our revolving credit agreement from a variable rate equal to 1 month Secured Overnight Financing Rate (SOFR) to a weighted average fixed rate of ~~1.14%~~0.85% at ~~March~~December 31, 2023. The fair value of the swaps, recognized ~~in accrued liabilities or other current assets and~~ in other comprehensive income, is as follows (in thousands, except percentages):

The Company reported no losses for the three and ~~nine~~six months ended ~~March~~December 31, 2023, as a result of hedge ineffectiveness. Future changes in these swap arrangements, including termination of the agreements, may result in a reclassification of any gain or loss reported in accumulated other comprehensive income (loss) into earnings as an adjustment to interest expense. Accumulated other comprehensive income (loss) related to these instruments is being amortized into interest expense concurrent with the hedged exposure.

Forward foreign currency exchange contracts are used to limit the impact of currency fluctuations on certain anticipated foreign cash flows, such as collections from customers and loan payments between subsidiaries. The Company enters into such contracts for hedging purposes only. The Company has designated certain of these currency contracts as hedges, and changes in the fair value of these contracts are recognized in other comprehensive income until the hedged items are recognized in earnings. Hedge ineffectiveness, if any, associated with these contracts will be reported in net income. At ~~March~~December 31, 2023 and June 30, ~~2022~~2023, the Company had outstanding forward contracts related to hedges of intercompany loans with net unrealized assets of $0.1 million and losses of ~~$1.1 million and $0.6~~$1.7 million, respectively, which approximate the unrealized gains and losses on the related loans. The contracts have maturity dates ~~ranging from~~through fiscal year 2024, to ~~2025,~~ which correspond to the related intercompany loans.

The notional amounts of the Company’s forward contracts, by currency, are as follows (in thousands):

The table below presents the amount of gain (loss) recognized in comprehensive income on our derivative financial instruments (effective portion) designated as hedging instruments and their classification within comprehensive income for the periods ended (in thousands):

The table below presents the amount reclassified from accumulated other comprehensive income (loss) to net income for the periods ended (in thousands):

The Company has defined benefit pension plans covering certain current and former employees both inside and outside of the U.S. The Company’s pension plan for U.S. employees is frozen for substantially all participants and has been replaced with a defined contribution benefit plan. ~~Obligations under the Company's defined benefit plan operated in Ireland have been transferred to the buyer of the Procon business as part of the divestiture.~~

Net periodic benefit cost for the Company’s U.S. and Foreign pension benefit plans for the periods ended consisted of the following components (in thousands):

The following table sets forth the amounts recognized for the Company's defined benefit pension plans (in thousands):

The contributions made to defined benefit plans are presented below along with remaining contributions to be made for fiscal year ~~2023~~2024 (in thousands):

The Company's effective tax rate from continuing operations for the ~~third~~second quarter of fiscal year ~~2023~~2024 and for the ~~nine~~six months ended ~~March~~December 31, 2023 was ~~6.7%~~22.1% and ~~13.0%,~~23.0% respectively, compared with ~~24.0%~~23.7% and ~~24.5%~~23.8% for the prior year quarter and prior year period, respectively.

The tax rate was impacted in the current period by the following items: (i) a discrete tax benefit related to equity compensation, (ii) the ~~partial release~~jurisdictional mix of ~~a valuation allowance previously recorded against deferred~~earnings; (iii) foreign withholding taxes, and (iv) federal research and development tax assets and connected to capital loss carryforwards, resulting from the utilization of capital loss carryforward to offset capital gain from the sale of Procon (ii) a discrete tax expense related to provision to return adjustments as a result of a change incredits. The tax rate ~~for~~was impacted in the ~~Company’s operations within China's tax jurisdiction, (iii)~~prior period by the following items: (i) a discrete tax benefit related to ~~provision to return adjustments associated with federal and state research and development tax credits, (iv)~~equity compensation, (ii) the jurisdictional mix of earnings and ~~(v)~~(iii) foreign withholding taxes.

13) Earnings Per Share

The Company uses shares acquired through treasury stock repurchases for the issuance of shares of common stock for the settlement of awards under its stock-based compensation plans, with the net effect of these transactions accounting for the change in common stock outstanding.

The following table sets forth a reconciliation of the number of shares (in thousands) used in the computation of basic and diluted earnings per share:

	*Three Months Ended*				*Nine Months Ended*				*Three Months Ended*				*Six Months Ended*
	*March 31,*				*March 31,*				*December 31,*				*December 31,*
	*2023*		*2022*		*2023*		*2022*		*2023*		*2022*		*2023*		*2022*
Basic - Average shares outstanding		11,811		11,982		11,825		12,009		11,791		11,852		11,762		11,833
Dilutive effect of unvested, restricted stock awards		84		107		92		112		67		65		129		97
Diluted - Average shares outstanding		11,895		12,089		11,917		12,121		11,858		11,917		11,891		11,930

Earnings available to common stockholders are the same for computing both basic and diluted earnings per share. There were no outstanding instruments that had an anti-dilutive effect at ~~March~~December 31, 2023 or 2022.

Performance stock units of ~~132,217~~89,434 and ~~142,170~~132,217 for the ~~nine~~six months ended ~~March~~December 31, 2023and 2022, respectively, are excluded from the diluted earnings per share calculation as the performance criteria have not been met.

14) Accumulated Other Comprehensive Income (Loss)

The components of the Company’s accumulated other comprehensive income (loss) are as follows (in thousands):

	*March 31, 2023*			*June 30, 2022*			*December 31, 2023*			*June 30, 2023*
Foreign currency translation adjustment	$	(64,095	)	$	(67,679	)	$	(69,967	)	$	(74,373	)
Unrealized pension losses, net of tax		(91,096	)		(92,641	)		(91,580	)		(92,761	)
Unrealized gains (losses) on derivative instruments, net of tax		8,016			7,008			5,986			8,657
Total	$	(147,175	)	$	(153,312	)	$	(155,561	)	$	(158,477	)

15) Contingencies

From time to time, the Company is subject to various claims and legal proceedings, including claims related to environmental remediation, either asserted or unasserted, that arise in the ordinary course of business. While the outcome of these proceedings and claims cannot be predicted with certainty, the Company’s management does not believe that the outcome of any of the currently existing legal matters will have a material impact on the Company’s consolidated financial position, results of operations or cash flow. The Company accrues for losses related to a claim or litigation when the Company’s management considers a potential loss probable and can reasonably estimate such potential loss.

~~Litigation~~

~~As reported in the Company's annual report on Form~~ 10~~-K file on~~ ~~August 5, 2022,~~ ~~during the~~ ~~fourth~~ ~~quarter of fiscal year~~ ~~2022,~~ the Company agreed to a full and comprehensive settlement of its pending lawsuit with Miniature Precision Components, Inc., and, as a result, recorded $5.7 million as accrued liabilities in the consolidated balance sheet. During the ~~first~~ ~~quarter of fiscal year~~ ~~2023,~~ ~~the liability was paid and the matter is considered settled.~~

16) Industry Segment Information

The Company has five reportable segments organized around the types of products sold:

	•	Electronics – manufactures and sells electronic components for applications throughout the end user market spectrum;
	•	Engraving – provides mold texturizing, slush molding tools, project management and design services, roll engraving, hygiene product tooling, low observation vents for stealth aircraft, and process machinery for a number of industries;
	•	Scientific – sells specialty temperature-controlled equipment for the medical, scientific, pharmaceutical, biotech and industrial markets;
	•	Engineering Technologies – provides net and near net formed single-source customized solutions in the manufacture of engineered components for the aviation, aerospace, defense, energy, industrial, medical, marine, oil and gas, and manned and unmanned space markets;
	•	Specialty Solutions – an aggregation of two operating segments that manufacture and sell refrigerated, heated and dry merchandizing display cases and single and double acting telescopic and piston rod hydraulic cylinders.

Net sales and income (loss) from continuing operations by segment were as follows (in thousands):

	*Three Months Ended March 31,*										*Three Months Ended December 31,*
	*Net Sales*				*Income from Operations*						*Net Sales*				*Income from Operations*
	*2023*		*2022*		*2023*			*2022*			*2023*		*2022*		*2023*			*2022*
Industry segment:
Electronics	$	78,211	$	79,889	$	17,047		$	19,194		$	79,419	$	72,556	$	15,850		$	16,972
Engraving		36,909		37,223		5,353			5,728			40,845		37,689		8,910			6,373
Scientific		18,898		18,914		4,561			4,155			16,292		19,292		4,248			4,165
Engineering Technologies		18,052		20,890		2,351			2,327			19,887		24,193		3,405			3,741
Specialty Solutions		32,262		32,365		7,151			3,632			21,957		34,059		3,965			5,716
Corporate		-		-		(8,520	)		(8,961	)		-		-		(7,991	)		(8,360	)
Restructuring costs		-		-		(2,237	)		(1,186	)		-		-		(1,360	)		(511	)
Gain on sale of business		-		-		62,105			-			-		-		-			-
Acquisition related costs		-		-		(21	)		(419	)		-		-		(1,195	)		(174	)
Other operating income (expense), net		-		-		727			-			-		-		-			(116	)
Sub-total	$	184,332	$	189,281	$	88,517		$	24,470		$	178,400	$	187,789	$	25,832		$	27,806
Interest expense						1,415			1,238							1,019			1,566
Other non-operating (income) expense						747			340							332			(70	)
Income from continuing operations before income taxes					$	86,355		$	22,892						$	24,481		$	26,310

Nine Months Ended March 31,

Net Sales

Income from Operations

2023

2022

2023

2022

Industry segment:

Electronics
$ 225,966 $ 232,351 $ 52,160 $ 54,624
Engraving
109,622 109,037 17,580 15,806
Scientific
56,646 65,079 12,449 14,153
Engineering Technologies
59,244 56,558 7,957 5,540
Specialty Solutions
101,243 87,575 18,944 10,185
Corporate
- - (25,376 ) (25,507 )
Restructuring costs
- - (3,330 ) (2,469 )
Gain on sale of business
- - 62,105 -
Acquisition related costs
- - (487 ) (1,561 )
Other operating income (expense), net
- - 611 (1,700 )
Sub-total
$ 552,721 $ 550,600 $ 142,613 $ 69,071
Interest expense
4,168 4,484
Other non-operating (income) expense
1,695 651
Income from continuing operations before income taxes
$ 136,750 $ 63,936

	*Six Months Ended December 31,*
	*Net Sales*				*Income from Operations*
	*2023*		*2022*		*2023*			*2022*
Industry segment:
Electronics	$	161,107	$	147,755	$	32,184		$	35,113
Engraving		81,639		72,713		16,505			12,227
Scientific		34,485		37,748		9,178			7,888
Engineering Technologies		38,107		41,192		6,422			5,606
Specialty Solutions		47,836		68,981		9,582			11,793
Corporate		-		-		(16,434	)		(16,856	)
Restructuring costs		-		-		(3,266	)		(1,093	)
Gain on sale of business		-		-		274			-
Acquisition related costs		-		-		(1,696	)		(466	)
Other operating income (expense), net		-		-		-			(116	)
Sub-total	$	363,174	$	368,389	$	52,749		$	54,096
Interest expense						2,295			2,753
Other non-operating (income) expense						1,178			948
Income from continuing operations before income taxes					$	49,276		$	50,395

Net sales include only transactions with unaffiliated customers and include no intersegment sales. Income (loss) from operations by segment excludes interest expense and other non-operating (income) expense.

17) Restructuring

The Company has undertaken a number of initiatives that have resulted in severance, restructuring, and related charges.

~~2023~~2024 Restructuring Initiatives

The Company continues to focus its efforts to reduce cost and improve productivity across its businesses, particularly through headcount reductions, facility closures, and consolidations. Restructuring expenses primarily related to headcount reductions and other cost saving initiatives. The Company expects the ~~2023~~2024 restructuring activities to be completed by fiscal year ~~2024.~~2025.

Prior Year Restructuring Initiatives

Restructuring expenses primarily related to headcount reductions and facility rationalization within our ~~Specialty Solutions segment.~~Engraving and Electronics segments. The Company also incurred restructuring expenses related to third party assistance with analysis and implementation of these activities. The Company expects the prior year restructuring activities to be completed by fiscal year ~~2023.~~2024.

A summary of charges by initiative is as follows (in thousands):

	*Three Months Ended*						*Nine Months Ended*						*Three Months Ended*						*Six Months Ended*
	*March 31, 2023*						*March 31, 2023*						*December 31, 2023*						*December 31, 2023*
Fiscal Year 2023	*Involuntary Employee Severance and Benefit Costs*		*Other*		*Total*		*Involuntary Employee Severance and Benefit Costs*		*Other*		*Total*
Fiscal Year 2024													*Involuntary Employee Severance and Benefit Costs*		*Other*		*Total*		*Involuntary Employee Severance and Benefit Costs*		*Other*		*Total*
Current year initiatives	$	1,460	$	68	$	1,528	$	1,671	$	185	$	1,856	$	359	$	907	$	1,266	$	1,786	$	1,252	$	3,038
Prior year initiatives		87		622		709		412		1,062		1,474		56		38		94		182		46		228
	$	1,547	$	690	$	2,237	$	2,083	$	1,247	$	3,330	$	415	$	945	$	1,360	$	1,968	$	1,298	$	3,266

Three Months Ended

Nine Months Ended

March 31, 2022

March 31, 2022

Fiscal Year 2022

Involuntary Employee Severance and Benefit Costs

Other

Total

Involuntary Employee Severance and Benefit Costs

Other

Total

Current year initiatives
$ 966 $ 220 $ 1,186 $ 1,637 $ 832 $ 2,469
Prior year initiatives
- - - - - -
$ 966 $ 220 $ 1,186 $ 1,637 $ 832 $ 2,469

	*Three Months Ended*						*Six Months Ended*
	*December 31, 2022*						*December 31, 2022*
Fiscal Year 2023	*Involuntary Employee Severance and Benefit Costs*		*Other*		*Total*		*Involuntary Employee Severance and Benefit Costs*		*Other*		*Total*
Current year initiatives	$	117	$	74	$	191	$	211	$	117	$	328
Prior year initiatives		217		103		320		468		297		765
	$	334	$	177	$	511	$	679	$	414	$	1,093

Activity in the reserve related to the initiatives is as follows (in thousands):

Current Year Initiatives	*Involuntary Employee Severance and Benefit Costs*			*Other*			*Total*			*Involuntary Employee Severance and Benefit Costs*			*Other*			*Total*
Restructuring liabilities at June 30, 2022	$	-		$	-		$	-
Restructuring liabilities at June 30, 2023										$	-		$	-		$	-
Additions and adjustments		1,671			185			1,856			1,786			1,252			3,038
Payments		(339	)		(185	)		(524	)		(843	)		(1,029	)		(1,872	)
Restructuring liabilities at March 31, 2023	$	1,332		$	-		$	1,332
Restructuring liabilities at December 31, 2023										$	943		$	223		$	1,166

Prior Year Initiatives	*Involuntary Employee Severance and Benefit Costs*			*Other*			*Total*			*Involuntary Employee Severance and Benefit Costs*			*Other*			*Total*
Restructuring liabilities at June 30, 2022	$	1,045		$	695		$	1,740
Restructuring liabilities at June 30, 2023										$	1,104		$	192		$	1,296
Additions and adjustments		412			1,062			1,474			182			46			228
Payments		(1,210	)		(1,467	)		(2,677	)		(985	)		(63	)		(1,048	)
Restructuring liabilities at March 31, 2023	$	247		$	290		$	537
Restructuring liabilities at December 31, 2023										$	301		$	175		$	476

2325

Prior Year Initiatives

Involuntary Employee Severance and Benefit Costs

Other

Total

Restructuring liabilities at June 30, 2021
$ 39 $ 10 $ 49
Additions and adjustments
1,637 832 2,469
Payments
(1,099 ) (775 ) (1,874 )
Restructuring liabilities at March 31, 2022
$ 577 $ 67 $ 644

Prior Year Initiatives	*Involuntary Employee Severance and Benefit Costs*			*Other*			*Total*
Restructuring liabilities at June 30, 2022	$	1,045		$	695		$	1,740
Additions and adjustments		679			414			1,093
Payments		(1,577	)		(699	)		(2,276	)
Restructuring liabilities at December 31, 2022	$	147		$	410		$	557

The Company’s total restructuring expenses by segment are as follows (in thousands):

	*Three Months Ended*						*Nine Months Ended*						*Three Months Ended*						*Six Months Ended*
	*March 31, 2023*						*March 31, 2023*						*December 31, 2023*						*December 31, 2023*
	*Involuntary Employee Severance and Benefit Costs*		*Other*		*Total*		*Involuntary Employee Severance and Benefit Costs*		*Other*		*Total*		*Involuntary Employee Severance and Benefit Costs*		*Other*		*Total*		*Involuntary Employee Severance and Benefit Costs*		*Other*		*Total*
Electronics	$	58	$	545	$	603	$	214	$	885	$	1,099	$	347	$	408	$	755	$	591	$	439	$	1,030
Engraving		157		145		302		537		362		899		43		537		580		836		859		1,695
Engineering Technologies														13		-		13		55		-		55
Corporate		1,332		-		1,332		1,332		-		1,332		12		-		12		486		-		486
	$	1,547	$	690	$	2,237	$	2,083	$	1,247	$	3,330	$	415	$	945	$	1,360	$	1,968	$	1,298	$	3,266

Three Months Ended

Nine Months Ended

March 31, 2022

March 31, 2022

Involuntary Employee Severance and Benefit Costs

Other

Total

Involuntary Employee Severance and Benefit Costs

Other

Total

Electronics
$ 441 $ 65 $ 506 $ 513 $ 83 $ 596
Engraving
379 149 528 832 679 1,511
Engineering Technologies
97 6 103 238 6 244
Specialty Solutions
- - - - 64 64
Corporate
49 - 49 54 - 54
$ 966 $ 220 $ 1,186 $ 1,637 $ 832 $ 2,469

	*Three Months Ended*						*Six Months Ended*
	*December 31, 2022*						*December 31, 2022*
	*Involuntary Employee Severance and Benefit Costs*		*Other*		*Total*		*Involuntary Employee Severance and Benefit Costs*		*Other*		*Total*
Electronics	$	168	$	83	$	251	$	299	$	197	$	496
Engraving		166		94		260		380		217		597
	$	334	$	177	$	511	$	679	$	414	$	1,093

Restructuring expense is expected to be approximately ~~$0.8~~ $3.5 million for the remainder of fiscal year ~~2023.~~2024.

18) Divestitures

On February 28, 2023, the Company divested its Procon pumps business (“Procon”) to Investindustrial, a leading European investment and advisory group. Procon generated approximately $21.2 million in revenue in the first eight months of fiscal year 2023. Procon which is reported within the Specialty Solutions Group, was divested in order to focus on the continued simplification of the Company’s portfolio and enable greater focus on managing larger platforms and pursuing growth opportunities.

The Company received $67.0 million cash consideration at closing, which is presented as an investing cash flow ~~for the~~in fiscal year ~~nine~~2023. ~~months ended~~ ~~March 31, 2023.~~ Cash consideration received at closing excludes amounts held in escrow and is net of closing cash. The Company recorded a pre-tax gain on sale of the business of $62.1 ~~million.~~million in fiscal year 2023. The operating unit's goodwill balance of $0.2 million was written off as a part of the ~~transaction.~~transaction in fiscal year 2023. The sale transaction and financial results of Procon are classified as continuing operations in the Consolidated Financial Statements.

During the first quarter of fiscal year 2024, the Company recorded an additional $0.3 million gain on the sale of the business due to cash received in the period related to closing cash adjustments.

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Statements contained in this Quarterly Report that are not based on historical facts are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of forward-looking terminology such as “should,” “could,” “may,” “will,” “expect,” “believe,” “estimate,” “anticipate,” “intend,” “continue,” or similar terms or variations of those terms or the negative of those terms. There are many factors that affect the Company’s business and the results of its operations and that may cause the actual results of operations in future periods to differ materially from those currently expected or anticipated. These factors include, but are not limited to: the impact of pandemics ~~such as the current coronavirus~~and other global crises or catastrophic events on employees, our supply chain, and the demand for our products and services around the world; materially adverse or unanticipated legal judgments, fines, penalties or settlements; conditions in the financial and banking markets, including fluctuations in exchange rates and the inability to repatriate foreign cash; domestic and international economic conditions, including the impact, length and degree of economic downturns on the customers and markets we serve and more specifically conditions in the automotive, construction, aerospace, defense, transportation, food service equipment, consumer appliance, energy, oil and gas and general industrial markets; lower-cost competition; the relative mix of products which impact margins and operating efficiencies in certain of our businesses; the impact of higher raw material and component costs, particularly steel, certain materials used in electronics parts, petroleum based products, and refrigeration components; the impact of higher transportation and logistics costs, especially with respect to transportation of goods from Asia; the impact of inflation on the costs of providing our products and services; an inability to realize the expected cost savings from restructuring activities including effective completion of plant consolidations, cost reduction efforts including procurement savings and productivity enhancements, capital management improvements, strategic capital expenditures, and the implementation of lean enterprise manufacturing techniques; the potential for losses associated with the exit from or divestiture of businesses that are no longer strategic or no longer meet our growth and return expectations; the inability to achieve the savings expected from global sourcing of raw materials and diversification efforts in emerging markets; the impact on cost structure and on economic conditions as a result of actual and threatened increases in trade tariffs; the inability to attain expected benefits from acquisitions and the inability to effectively consummate and integrate such acquisitions and achieve synergies envisioned by the Company; market acceptance of our products; our ability to design, introduce and sell new products and related product components; the ability to redesign certain of our products to continue meeting evolving regulatory requirements; the impact of delays initiated by our customers; our ability to increase manufacturing production to meet demand including as a result of labor shortages; the impact on our operations of any successful cybersecurity attacks; and potential changes to future pension funding requirements. In addition, any forward-looking statements represent management's estimates only as of the day made and should not be relied upon as representing management's estimates as of any subsequent date. While the Company may elect to update forward-looking statements at some point in the future, the Company and management specifically disclaim any obligation to do so, even if management's estimates change. Factors that may affect our operating results are described in the Risk Factors section in the Annual Reports we file with the SEC. Please refer to our most recent discussion of risk factors included in the fiscal year 2023 10-K filed with the SEC on August 5, 2023.

Overview

We are a diversified industrial manufacturer with leading positions in a variety of products and services that are used in diverse commercial and industrial markets. Headquartered in Salem, New Hampshire, we have six operating segments aggregated into five reportable segments: Electronics, Engraving, Scientific, Engineering Technologies, and Specialty Solutions. Two operating segments are aggregated into Specialty Solutions. Our businesses work in close partnership with our customers to deliver custom solutions or engineered components that solve their unique and specific needs, an approach we call "Customer Intimacy".

Our long-term business strategy is to create, improve, and enhance shareholder value by building more profitable, focused industrial platforms through our Standex Value Creation System. This methodology employs four components: Balanced Performance Plan, Growth Disciplines, Operational Excellence, and Talent Management and provides both a company-wide framework and tools used to achieve our goals. We intend to continue investing organically and inorganically in high margin and growth businesses using this balanced and proven approach.

It is our objective to grow larger and more profitable business units through a commitment to both organic and inorganic initiatives. We have a particular focus on identifying and investing in ~~opportunities~~businesses, new products and new applications that complement our existing products and will increase ~~the~~our overall scale, global presence and capabilities of our businesses. We recently established an innovation and technology function focused on accelerating new, longer-term growth opportunities for emerging technologies, including our ongoing development project with a global renewable energy company.capabilities. We continue to execute on acquisitions where strategically aligned with our businesses and where the opportunity meets our investment metrics. We have divested, and likely will continue to divest, businesses that we feel are not strategic or do not meet our growth and return expectations. We also continue to monitor our ability to participate in any governmental assistance programs available to us in each of our global locations and participate in these programs as available and appropriate.

2527

As part of our ongoing strategy:

●

On November 1, 2023, we entered into a definitive agreement, through our subsidiary Standex Electronics Japan Corporation, to acquire privately-held, Japanese-based Sanyu Switch Co., Ltd. Sanyu Switch Co., Ltd. designs and manufactures reed relays, test sockets, testing systems for semi-conductor and other electronics manufacturing, and other switching applications. The transaction is expected to close in the third quarter of fiscal year 2024, subject to required regulatory approvals. Its results will be reported in the Electronics segment upon closing.

●

On July 31, 2023, we acquired Minntronix, a privately held company. Minntronix designs and manufactures customized as well as standard magnetics components and products including transformers, inductors, current sensors, coils, chokes, and filters. The products are used in applications across cable fiber, smart meters, industrial control and lighting, electric vehicles, and home security markets. Its results are reported in the Electronics segment.

●

In the third quarter of fiscal year 2023, we divested our Procon business for $75 million. This transaction reflects the continued simplification of our portfolio and enables greater focus on managing our larger platforms and pursuing growth opportunities. Proceeds ~~will be~~are being deployed towards organic and inorganic initiatives and returning capital to shareholders. Its results ~~are~~were reported within our Specialty Solutions ~~segment.~~

●

In the third quarter of fiscal year 2022, we acquired Sensor Solutions, a designer and manufacturer of customized standard magnetic sensor products including hall effect switch and latching sensors, linear and rotary sensors, and specialty sensors. Sensor Solutions' customer base in automotive, industrial, medical, aerospace, military and consumer electronics end markets are a strategic fit and expand our presence in these markets. Sensor Solution's operates one light manufacturing facility in Colorado. Its results are reported within our Electronics segment.

As a result of our portfolio moves over the past several years, we have transformed Standex to a company with a more focused group of businesses selling customized solutions to high value end markets via a compelling customer value proposition. The narrowing of the portfolio allows for greater management focus on driving operational disciplines and positions us well to use our cash flow from operations to invest selectively in our ongoing pipeline of organic and inorganic opportunities.

The Company’s strong historical cash flow has been a cornerstone for funding our capital allocation strategy. We use cash flow generated from operations to fund investments in capital assets to upgrade our facilities, improve productivity and lower costs, invest in the strategic growth programs described above, including organic growth and acquisitions, and to return cash to our shareholders through payment of dividends and stock buybacks.

Restructuring expenses reflect costs associated with our efforts of continuously improving operational efficiency and expanding globally in order to remain competitive in our end user markets. We incur costs for actions to size our businesses to a level appropriate for current economic conditions, improve our cost structure, enhance our competitive position and increase operating margins. Such expenses include costs for moving facilities to locations that allow for lower fixed and variable costs, external consultants who provide additional expertise starting up plants after relocation, downsizing operations because of changing economic conditions, and other costs resulting from asset redeployment decisions. Shutdown costs include severance, benefits, stay bonuses, lease and contract terminations, asset write-downs, costs of moving fixed assets, and moving and relocation costs. Vacant facility costs include maintenance, utilities, property taxes and other costs.

Because of the diversity of the Company’s businesses, end user markets and geographic locations, management does not use specific external indices to predict the future performance of the Company, other than general information about broad macroeconomic trends. Each of our individual business units serves niche markets and attempts to identify trends other than general business and economic conditions which are specific to its business and which could impact its performance. Those units report pertinent information to senior management, which uses it to the extent relevant to assess the future performance of the Company. A description of any such material trends is described below in the applicable segment analysis.

We monitor a number of key performance indicators (“KPIs”) including net sales, income from operations, backlog, effective income tax rate, gross profit margin, and operating cash flow. A discussion of these KPIs is included below. We may also supplement the discussion of these KPIs by identifying the impact of foreign exchange rates, acquisitions, and other significant items when they have a material impact on a specific KPI.

We believe the discussion of these items provides enhanced information to investors by disclosing their impact on the overall trend which provides a clearer comparative view of the KPI, as applicable. For discussion of the impact of foreign exchange rates on KPIs, we calculate the impact as the difference between the current period KPI calculated at the current period exchange rate as compared to the KPI calculated at the historical exchange rate for the prior period. For discussion of the impact of acquisitions, we isolate the effect on the KPI amount that would have existed regardless of such acquisition. Sales resulting from synergies between the acquisition and existing operations of the Company are considered organic growth for the purposes of our discussion.

Unless otherwise noted, references to years are to fiscal years.

2628

~~Impact of COVID-19 Pandemic on the Company~~

Given the global nature of our business and the number of our facilities worldwide, we continue to be impacted globally by COVID-19 related issues. We have taken effective action around the world to protect our health and safety, continue to serve our customers, support our communities and manage our cash flows. Our priority was and remains the health and safety of all of our employees. Each of our facilities is following safe practices as defined in their local jurisdictions as well as sharing experiences and innovative ways of overcoming challenges brought on by the crisis during updates with global site leaders. We are rigorously following health protocols in our plants, including changing work cell configurations and revising shift schedules when appropriate, in order to do our best to maintain operations. While overall customer demand has rebounded from the impact of the pandemic, more recently we have been impacted by (i) supply chain shortages, (ii) increased material costs, (iii) labor shortages, especially in North America, and (iv) lockdowns implemented by the Chinese government in select cities in which we operate. Like other industrial manufacturers, we are impacted by rising inflation which we attempt to manage through appropriate pricing actions and enhanced production efficiency measures.

We exited the third quarter of fiscal year 2023 with $175.3 million in cash and $175.0 million of borrowings under our revolving credit facility. Our leverage ratio covenant, as defined in our revolving credit agreement, was 0.89 to 1 and allowed us the capacity to borrow an additional $343.7 million at March 31, 2023. We believe that we have sufficient liquidity around the world and access to financing to execute on our short and long-term strategic plans.

Finally, we continue to monitor our ability to participate in any governmental assistance programs available to us in each of our global locations and participate in these programs as available and appropriate.

Results from Continuing Operations

	Three Months Ended						Nine Months Ended						Three Months Ended						Six Months Ended
	March 31,						March 31,						December 31,						December 31,
(In thousands, except percentages)	2023			2022			2023			2022			2023			2022			2023			2022
Net sales	$	184,332		$	189,281		$	552,721		$	550,600		$	178,400		$	187,789		$	363,174		$	368,389
Gross profit margin		38.5	%		36.1	%		38.3	%		36.9	%		40.2	%		38.5	%		39.7	%		38.2	%
Income from operations		88,517			24,470			142,613			69,071			25,832			27,806			52,749			54,096

	Three Months Ended			Nine Months Ended			Three Months Ended			Six Months Ended
(In thousands)	March 31, 2023			March 31, 2023			December 31, 2023			December 31, 2023
Net sales, prior year period	$	189,281		$	550,600		$	187,789		$	368,389
Components of change in sales:
Organic sales change		2,891			25,824			(13,984	)		(9,542	)
Effect of acquisitions		-			1,919			10,655			18,188
Effect of business divestitures		(3,109	)		(3,109	)		(7,128	)		(15,748	)
Effect of exchange rates		(4,731	)		(22,513	)		1,068			1,887
Net sales, current period	$	184,332		$	552,721		$	178,400		$	363,174

2729

Net sales decreased in the ~~third~~second quarter of fiscal year ~~2023~~2024 by ~~$4.9~~$9.4 million or ~~2.6%~~5.0%, when compared to the prior year quarter. Organic sales ~~increased $2.9~~decreased $14.0 million, or ~~1.5%~~7.4%, ~~primarily~~ due to ~~pricing actions~~transitory headwinds in several of our end markets, primarily from unfavorable project timing in our Engineering Technologies group and ~~strong~~lower demand in our Specialty ~~and Engraving segments~~segment, partially offset by ~~negative impacts~~strong demand in the Engraving segment. Organic sales included $21.0 million in the period attributed to fast growth markets. Foreign currency also positively impacted sales by $1.1 million, or 0.6%. The acquisition of Minntronix positively impacted sales by $10.7 million, or 5.6%, partially offset by the impact on sales ~~for divestitures~~associated with the divestiture of ~~$3.1~~Procon of $7.1 million, or ~~1.6%, and foreign currency of $4.7 million, or 2.5%~~3.8%.

Net sales ~~increased~~decreased in the ~~nine~~six months ended ~~March~~December 31, 2023 by ~~$2.1~~$5.2 million or ~~0.4%~~ 1.4%, when compared to the prior year period. Organic sales ~~increased by $25.8~~decreased $9.5 million, or ~~4.7%~~2.6%, ~~primarily~~ due to transitory headwinds in several of our end markets, primarily from unfavorable project timing in our Engineering Technologies group and lower demand in our Specialty segment, partially offset by pricing actions and strong demand in ~~our ETG,~~the Engraving ~~and Specialty segments. Acquisitions had a~~segment. Organic sales included $40.9 million in the period attributed to fast growth markets. Foreign currency also positively impacted sales by $1.9 million, or ~~0.3%~~0.5%. The acquisition of Minntronix positively impacted sales by $18.2 million, or 4.9%, offset by the impact on sales ~~offset by negatives impacts on sales for divestitures~~associated with the divestiture of ~~$3.1~~Procon of $15.7 million, or ~~0.6%, and foreign currency of $22.5 million, or 4.1%~~4.2%.

Gross Profit Margin

Gross profit in the ~~third~~second quarter of fiscal year ~~2023 increased~~2024 decreased to ~~$70.9~~$71.7 million, or a gross margin of ~~38.5%~~40.2% as compared to ~~$68.4~~$72.3 million, or a gross margin of ~~36.1%~~38.5%, in the ~~third~~second quarter of fiscal year ~~2022.~~2023. The ~~change in~~ gross profit ismargin increase was a result of ~~organic sales increases of $2.9 million,~~pricing actions, productivity ~~improvements~~initiatives and ~~targeted pricing initiatives, which more than offset material and labor inflation during~~contribution from the ~~quarter. The gross profit increase was also~~Minntronix acquisition, partially offset by ~~$1.0 million from~~the divestiture of the Procon ~~which closed during the third quarter~~business and organic sales decreases of ~~fiscal year 2023.~~$14.0 million.

Gross profit ~~for~~in the ~~nine~~six months ended ~~March~~December 31, 2023 increased to ~~$211.5~~$144.3 million, or a gross margin of ~~38.3%,~~39.7% as compared to ~~$203.4~~$140.6 million, or a gross margin of ~~36.9%~~38.2%, ~~for~~in the prior year period. The ~~change in~~ gross profit ismargin increase was a result of ~~organic sales increase of $25.8 million,~~pricing actions, productivity ~~improvements and targeted pricing~~ initiatives and contribution from the ~~absence of a one-time project related charge at Engineering Technologies during the first quarter of fiscal year 2022, all~~Minntronix acquisition, partially offset by ~~material and labor inflation and~~ the ~~impact~~divestiture of the Procon ~~divestiture.~~business and organic sales decreases of $9.5 million.

Selling, General, and Administrative Expenses

Selling, General, and Administrative (“SG&A”) expenses for the ~~third~~second quarter of fiscal year ~~2023~~2024 were ~~$43.0~~$43.3 million, or ~~23.3%~~24.3% of sales, compared to ~~$42.3~~$43.7 million, or ~~22.4%~~23.3% of sales, during the prior year quarter. SG&A expenses during the quarter were primarily impacted by a reduction in selling and marketing expenses partially offset by increased research and development spending to drive future product initiatives.

Selling, General, and Administrative (“SG&A”) expenses for the ~~nine~~six months ended ~~March~~December 31, 2023 were ~~$127.8~~$86.9 million, or ~~23.1%~~23.9% of sales, compared to ~~$128.6~~$84.8 million, or ~~23.4%~~23.0% of sales, during the prior year period. SG&A expenses during the period were primarily impacted by ~~decreased distribution expenses, partially offset by~~ increased research and development spending ~~to drive future product initiatives.~~and partially offset by a reduction in selling and marketing expenses.

2830

Restructuring ~~Charges~~Costs

We incurred restructuring expenses of ~~$2.2~~$1.4 million and $3.3 million in the ~~third~~second quarter of fiscal year ~~2023~~2024 and the ~~nine~~six months ended ~~March~~December 31, 2023, respectively, primarily related to productivity improvements, facility rationalization activities, and global headcount reductions within our Engraving, Electronics and ~~Electronics~~Engineering Technologies segments as well as the Corporate headquarters.

We expect to incur restructuring costs of approximately ~~$0.8~~$3.5 million throughout the remainder of fiscal year ~~2023,~~2024, as we continue to focus our efforts to reduce cost and improve productivity across our businesses, particularly through headcount reductions and productivity initiatives.

Acquisition Related ~~Expenses~~Costs

We incurred acquisition related expenses of ~~less than $0.1~~$1.2 million and ~~$0.5~~$1.7 million in the ~~third~~second quarter of fiscal year ~~2023~~2024 and the ~~nine~~six months ended ~~March~~December 31, 2023, respectively. Acquisition related expenses typically consist of due diligence, integration, and valuation expenses incurred in connection with recent or pending acquisitions.

Gainon Sale of Business

We recorded a pre-tax gain on sale of the Procon business of $62.1 million for fiscal year 2023. In the first quarter of fiscal year 2024, we recorded an additional $0.3 million gain on the sale related to closing cash adjustments. The sale transaction and financial results of Procon are classified as continuing operations in the Consolidated Financial Statements.

Income from Operations

Income from operations for the ~~third~~second quarter of fiscal year ~~2023~~2024 was ~~$88.5~~$25.8 million, compared to ~~$24.5~~$27.8 million during the prior year quarter. The ~~increase~~decrease of ~~$64.0~~$2.0 million, or ~~261.7%~~7.1%, is primarily due to ~~the divestiture of the Procon business for a gain of $62.1 million as well as income from~~ organic sales ~~increases~~decreases and increased investment in research and development spending, restructuring and acquisition related costs partially offset by pricing actions, along with cost reduction activities and productivity improvement ~~initiatives, partially offset by foreign currency, material inflation, and increased logistics and labor costs.~~initiatives.

Income from operations for the ~~nine~~six months ended ~~March~~December 31, 2023 was ~~$142.6~~$52.7 million, compared to ~~$69.1~~$54.1 million during the prior year period. The ~~increase~~decrease of ~~$73.5~~$1.3 million, or ~~106.5%~~2.5%, is primarily due to ~~due to the divestiture of the Procon business for a gain of $62.1 million as well as income from~~ organic sales ~~increases~~decreases and increased investment in research and development spending, restructuring and acquisition related costs partially offset by pricing actions, along with cost reduction activities and productivity improvement ~~initiatives, partially offset by foreign currency, material inflation, and increased logistics and labor costs.~~initiatives.

Interest Expense

Interest expense for the ~~third~~second quarter of fiscal year ~~2023~~2024 was ~~$1.4~~$1.0 million, a ~~14.3% increase~~34.9% decrease from interest expense of ~~$1.2~~$1.6 million during the prior year quarter. Interest expense for the ~~nine~~six months ended ~~March~~December 31, 2023 was ~~$4.2~~$2.3 million, a ~~7.0%~~16.6% decrease from interest expense of ~~$4.5~~$2.8 million during the prior year period. Our effective interest rate infor the ~~nine~~six months ended ~~March~~December 31, 2023 was ~~2.83%~~2.65%.

Income Taxes

Our effective tax rate from continuing operations for the ~~third~~second quarter of fiscal year ~~2023~~2024 and for the ~~nine~~six months ended ~~March~~December 31, 2023 was ~~6.7%~~22.1% and ~~13.0%~~23.0%, respectively, compared with ~~24.0%~~23.7% and ~~24.5%~~23.8% for the prior year quarter and prior year period, respectively. The tax rate was impacted in the current period by the following items: (i) a discrete tax benefit related to equity compensation, (ii) the ~~partial release~~jurisdictional mix of ~~a valuation allowance previously recorded against deferred~~earnings, (iii) foreign withholding taxes, and (iv) federal research and development tax assets and connected to capital loss carryforwards, resulting from the utilization of capital loss carryforward to offset capital gain from the sale of Procon (ii) a discrete tax expense related to provision to return adjustments as a result of a change incredits. The tax rate ~~for~~was impacted in the ~~Company’s operations within China's tax jurisdiction, (iii)~~prior period by the following items: (i) a discrete tax benefit related to ~~provision to return adjustments associated with federal and state research and development tax credits, (iv)~~equity compensation, (ii) the jurisdictional mix of earnings and ~~(v)~~(iii) foreign withholding taxes.

~~The Inflation Reduction Act~~On July 31, 2023, we completed our acquisition of Minntronix, Inc. (“~~IRA”~~Minntronix”). We accounted for the Minntronix purchase under the acquisition method in accordance with ASC Topic 805, Business Combinations. Accordingly, the purchase price was ~~enacted on August 16, 2022. The IRA includes provisions imposing a 1% excise tax on share repurchases~~allocated to the fair value of the assets acquired, including identifiable intangible assets, and introduces a 15% corporate alternative minimum tax (“CAMT”) on adjusted financial statement income. The income tax provisions are effective for fiscal years beginning after December 31, 2022. The 1% excise tax on share repurchases is effectivethe liabilities assumed as of ~~January 1, 2023. We currently do~~the closing date. Goodwill resulting from the difference between the fair value of the assets acquired and the fair value of the liabilities assumed is not ~~anticipate~~amortizable for book or tax purposes. Although the ~~IRA~~acquisition was nontaxable, the transaction gave rise to certain temporary differences for which deferred taxes have ~~a material impact to~~been recognized. The results of operations for the Minntronix acquisition have been included in our consolidated financial ~~statements.~~results beginning on the July 31, 2023 closing date.

2931

Backlog

Backlog includes all active or open orders for goods and services. Backlog also includes any future deliveries based on executed customer contracts, so long as such deliveries are based on agreed upon delivery schedules. Backlog orders are not necessarily an indicator of future sales levels because of variations in lead times and customer production demand pull systems, with the exception of Engineering Technologies. Customers may delay delivery of products or cancel orders prior to shipment, subject to possible cancellation penalties. Due to the nature of long-term agreements in the Engineering Technologies segment, the timing of orders and delivery dates can vary considerably resulting in significant backlog changes from one period to another.

	As of March 31, 2023				As of March 31, 2022				As of December 31, 2023				As of December 31, 2022
	Total Backlog		Backlog under 1 year		Total Backlog		Backlog under 1 year		Total Backlog		Backlog under 1 year		Total Backlog		Backlog under 1 year
Electronics	$	156,806	$	144,741	$	164,786	$	151,033	$	126,127	$	111,977	$	170,754	$	153,504
Engraving		39,185		33,069		26,097		19,868		28,828		25,333		27,947		17,677
Scientific		3,078		3,078		6,542		6,542		3,000		3,000		3,909		3,909
Engineering Technologies		64,708		57,105		55,564		41,197		67,386		52,348		69,853		53,975
Specialty Solutions		26,958		26,541		51,948		48,342		16,908		16,641		44,442		39,577
Total	$	290,735	$	264,534	$	304,937	$	266,982	$	242,249	$	209,299	$	316,905	$	268,642

Total backlog realizable under one year decreased ~~$2.4~~$59.3 million, or ~~0.9%~~22.1%, to ~~$264.5~~$209.3 million at ~~March~~December 31, 2023, from ~~$267.0~~$268.6 million at ~~March~~December 31, 2022.

Changes in backlog under one year are as follows (in thousands):

As of

(In thousands)

March 31, 2023

Backlog under 1 year, prior year period
$ 266,982
Components of change in backlog:

Organic change
3,859
Effect of divestitures
(6,307 )
Backlog under 1 year, current period
$ 264,534

	As of
(In thousands)	December 31, 2023
Backlog under 1 year, prior year period	$	268,642
Components of change in backlog:
Organic change		(64,339	)
Effect of acquisitions		11,203
Effect of divestitures		(6,207	)
Backlog under 1 year, current period	$	209,299

Segment Analysis

Overall

Looking forward to the remainder of fiscal year ~~2023,~~2024, we expect to be well positioned to build on fiscal year ~~2022~~2023 and the ~~nine~~six months ended ~~March~~December 31, 2023 momentum, ~~with~~with anticipated ~~year over year~~continued improvement in key financial metrics, supported by ~~orders growth and~~ productivity initiatives.

In general, for the remainder of fiscal year ~~2023,~~2024, we ~~have experienced and continue to~~ expect:

●

growth in transportation markets from electric vehicle ~~programs, both the~~program with a ramp up of ~~existing business and~~ new business ~~opportunities;~~opportunities, including sensors for charger plugs and soft trim growth;

	●	~~a decline in~~ vaccine storage demand to remain stable after the record COVID-19 related surge in fiscal year 2021 and early fiscal year ~~2022, affecting the first nine months of fiscal year 2023 results, countered by a return of demand from universities and research institutions;~~2022;
	●	commercial aviation and defense end markets demand to ~~remain strong with double digit sales~~ increase ~~from the prior year~~ based on current program expectations;

●

space markets to remain attractive, with ~~an anticipated moderate~~ volume ~~decline~~to slightly increase from fiscal year 2023 due to ~~timing of production versus launch;~~new product development for existing customers;

	●	refuse and dump ~~truck and dump trailer~~ end markets to ~~remain stable while being supported by investments~~improve;
	●	slightly lower demand levels in ~~the U.S. infrastructure bill;~~food service equipment markets;
	●	~~strong Merchandising business to benefit from return to pre-COVID-19 demand levels~~market softness in ~~food service equipment markets.~~ China and Europe, including inventory destocking, affecting general industrial and appliances end markets served by our Electronics Group.

3032

Electronics Group

	Three Months Ended									Nine Months Ended									Three Months Ended									Six Months Ended
	March 31,						%			March 31,						%			December 31,								%	December 31,								%
(In thousands, except percentages)	2023			2022			Change			2023			2022			Change			2023			2022			Change			2023			2022			Change
Net sales	$	78,211		$	79,889			(2.1	%)	$	225,966		$	232,351			(2.7	%)	$	79,419		$	72,556			9.5	%	$	161,107		$	147,755			9.0	%
Income from operations		17,047			19,194			(11.2	%)		52,160			54,624			(4.5	%)		15,850			16,972			(6.6	%)		32,184			35,113			(8.3	%)
Operating income margin		21.8	%		24.0	%					23.1	%		23.5	%					20.0	%		23.4	%					20.0	%		23.8	%

Net sales in the ~~third~~second quarter of fiscal year ~~2023 decreased $1.7~~2024 increased $6.9 million, or ~~2.1%~~9.5%, when compared to the prior year quarter. The acquisition of Minntronix in the first quarter of fiscal year 2024 added $10.7 million, or 14.7%, in sales for the second quarter of fiscal year 2024. The organic sales ~~increase~~decrease of ~~$1.0~~$4.2 million, or ~~1.3%~~5.7%, was partially offset by foreign currency impacts of ~~$2.7~~$0.4 million, or ~~3.4%. The segment continues~~0.5% compared to ~~see positive trends~~the prior year quarter. Organic sales were impacted by continued softness in China and Europe, primarily in the appliances and general industrial end ~~markets like industrial applications, power management, renewable energy technologies, and electric vehicle related applications.~~markets.

Income from operations in the ~~third~~second quarter of fiscal year ~~2023~~2024 decreased by ~~$2.2~~$1.1 million, or ~~11.2%~~6.6%, when compared to the prior year quarter. The operating income decrease was the result of lower organic sales and a change in product mix, partially offset by contribution from the Minntronix acquisition, pricing actions and productivity initiatives.

Net sales in the ~~nine~~six months ended ~~March~~December 31, 2023 ~~decreased $6.4~~increased $13.4 million, or ~~2.7%~~9.0%, when compared to the prior year period. Organic sales increased by $4.0 million, or 1.8%, reflecting positive trends in end markets like industrial applications, power management, renewable energy technologies, and electric vehicle related applications. Sensor Solutions was acquiredThe acquisition of Minntronix in the ~~third~~first quarter of fiscal year ~~2022, adding $1.9~~2024 added $18.2 million, or ~~0.8%~~12.3%, in sales for the ~~period.~~six months ended December 31, 2023. The organic sales decrease of $5.5 million, or 3.7%, was partially offset by foreign currency ~~impact decreased sales by $12.3~~impacts of $0.6 million, or ~~5.3%.~~0.4% compared to the prior year period. Organic sales were impacted by continued softness in China and Europe, primarily in appliances and general industrial end markets.

Income from operations in the ~~nine~~six months ended ~~March~~December 31, 2023 decreased by ~~$2.5~~$2.9 million, or ~~4.5%~~8.3%, when compared to the prior year period. The operating income decrease was the result of ~~inflationary~~lower sales, a change in product mix and foreign currency impacts, partially offset ~~partially~~ by ~~organic sales growth~~contribution from the Minntronix acquisition, pricing actions and ~~various cost saving~~productivity initiatives.

In the ~~fourth~~third quarter of fiscal year ~~2023,~~2024, on a sequential basis, we expect ~~similar~~slightly to moderately higher revenue and slightly higher operating margin ~~primarily~~ due to ~~increased sales into fast growth markets, offset by a slower recovery in China~~higher volume and ~~Europe.~~ contribution from the pending acquisition of Sanyu.

Engraving Group

	Three Months Ended									Nine Months Ended									Three Months Ended									Six Months Ended
	March 31,						%			March 31,						%			December 31,								%	December 31,								%
(In thousands, except percentages)	2023			2022			Change			2023			2022			Change			2023			2022			Change			2023			2022			Change
Net sales	$	36,909		$	37,223			(0.8	%)	$	109,622		$	109,037			0.5	%	$	40,845		$	37,689			8.4	%	$	81,639		$	72,713			12.3	%
Income from operations		5,353			5,728			(6.5	%)		17,580			15,806			11.2	%		8,910			6,373			39.8	%		16,505			12,227			35.0	%
Operating income margin		14.5	%		15.4	%					16.0	%		14.5	%					21.8	%		16.9	%					20.2	%		16.8	%

Net sales in the ~~third~~second quarter of fiscal year ~~2023 decreased~~2024 increased by ~~$0.3~~$3.2 million, or ~~0.8%~~8.4%, when compared to the prior year quarter. Organic sales increased by ~~$1.4~~$2.5 million, or ~~3.9%~~6.7%, ~~as a result of improved end market activity. The organic sales increase was offset by foreign~~due to strong demand in Europe. Foreign currency positive impacts ~~of $1.7~~contributed $0.6 million, or ~~4.7%~~1.7%.

Income from operations in the ~~third~~second quarter of fiscal year ~~2023 decreased~~2024 increased by ~~$0.3~~$2.5 million, or ~~6.5%~~39.8%, when compared to the prior year quarter. The operating income ~~decrease~~increase was driven by ~~unfavorable regional mix.~~organic sales increases and previously announced productivity initiatives.

Net sales in the ~~nine~~six months ended ~~March~~December 31, 2023 increased by $~~0.6~~$8.9 million, or ~~0.5%~~12.3%, when compared to the prior year period. Organic sales increased by ~~$8.6~~$7.9 million, or ~~7.9%~~10.9%, ~~as a result of timing of projects. The organic sales increase was offset by foreign exchange~~ due to strong demand in Europe and growth in soft trim applications in Asia. Foreign currency positive impacts of ~~$8.0~~contributed $1.0 million, or ~~7.4%~~1.3%.

Income from operations in the ~~nine~~six months ended ~~March~~December 31, 2023 increased by ~~$1.8~~$4.3 million, or ~~11.2%~~35.0%, when compared to the prior year period. ~~Operating~~The operating income ~~increased during the period reflecting the~~increase was driven by organic sales ~~increase~~increases and ongoing productivity ~~actions, offsetting the foreign exchange impacts.~~initiatives.

In the ~~fourth~~third quarter of fiscal year ~~2023,~~2024, on a sequential basis, we expect ~~similar to slightly higher~~meaningfully lower revenue and operating ~~margin.~~margin due to the seasonal impact of the Chinese New Year on project timing and fewer new platform rollouts in North America.

3133

Scientific

	Three Months Ended									Nine Months Ended									Three Months Ended									Six Months Ended
	March 31,						%			March 31,						%			December 31,								%	December 31,								%
(In thousands, except percentages)	2023			2022			Change			2023			2022			Change			2023			2022			Change			2023			2022			Change
Net sales	$	18,898		$	18,914			(0.1	%)	$	56,646		$	65,079			(13.0	%)	$	16,292		$	19,292			(15.6	%)	$	34,485		$	37,748			(8.6	%)
Income from operations		4,561			4,155			9.8	%		12,449			14,153			(12.0	%)		4,248			4,165			2.0	%		9,178			7,888			16.4	%
Operating income margin		24.1	%		22.0	%					22.0	%		21.7	%					26.1	%		21.6	%					26.6	%		20.9	%

Net sales in the ~~third~~second quarter of fiscal year ~~2023 remained flat at $18.9 million~~2024 decreased when compared to the prior year quarter, reflecting lower demand for COVID vaccine storage units ~~mostly~~from retail pharmacies, slightly offset by ~~higher sales into research and academic end markets.~~an increase in new product sales.

Income from operations in the ~~third~~second quarter of fiscal year ~~2023~~2024 increased ~~$0.4~~$0.1 million, or ~~9.8% ,when~~2.0%, when compared to the prior year quarter. The small increase ~~reflects pricing and productivity actions and~~is driven by lower oceanic freight ~~costs.~~costs and productivity initiatives offset by lower volume.

Net sales in the ~~nine~~six months ended ~~March~~December 31, 2023 decreased when compared to the prior year period, reflecting lower demand for COVID vaccine storage units from retail pharmacies, slightly offset by ~~$8.4~~higher demand in research and academic end market and an increase in new product sales.

Income from operations in the six months ended December 31, 2023 increased $1.3 million, or ~~13.0%~~16.4%, when compared to the prior year period. The ~~net sales decreased as expected due to lower demand for cold storage surrounding COVID-19 vaccine distribution partially offset~~increase is primarily driven by pricing ~~actions.~~

Income from operations in the nine months ended March 31, 2023 decreased $1.7 million, or 12.0% when compared to the prior year period. The decrease reflects lower sales volume, partially offset by pricing and productivity actionsinitiatives and lower oceanic freight ~~costs.~~costs, partially offset by lower volume.

In the ~~fourth~~third quarter of fiscal year ~~2023,~~2024, on a sequential basis, we expect ~~similar~~slightly higher revenue and similar to slightly higher operating margin.

Engineering Technologies Group

	Three Months Ended									Nine Months Ended									Three Months Ended									Six Months Ended
	March 31,						%			March 31,						%			December 31,						%			December 31,						%
(In thousands, except percentages)	2023			2022			Change			2023			2022			Change			2023			2022			Change			2023			2022			Change
Net sales	$	18,052		$	20,890			(13.6	%)	$	59,244		$	56,558			4.7	%	$	19,887		$	24,193			(17.8%	)	$	38,107		$	41,192			(7.5%	)
Income from operations		2,351			2,327			1.0	%		7,957			5,540			43.6	%		3,405			3,741			(9.0%	)		6,422			5,606			14.6	%
Operating income margin		13.0	%		11.1	%					13.4	%		9.8	%					17.1	%		15.5	%					16.9	%		13.6	%

Net sales in the ~~third~~second quarter of fiscal year ~~2023~~2024 decreased by ~~$2.8~~$4.3 million, or ~~13.6%~~17.8%, when compared to the prior year quarter. Organic sales decreased by ~~$2.5~~$4.4 million, or ~~12.1%, and~~18.1% partially offset by foreign currency impacts ~~were $0.3~~of $0.1 million, or ~~1.5%~~0.3%, as compared to the prior year quarter. The net sales decrease ~~reflects lower volume~~was due to ~~the~~ timing of projects partially offset by ~~higher revenue from new product development.~~pricing.

Income from operations ~~remained relatively flat~~ in the ~~third~~second quarter of fiscal year ~~2023~~2024 decreased by $0.3 million, or 9.0%, when compared to the prior year quarter ~~due to the impact of ongoing~~reflecting lower volume and higher research and development expenses, mostly offset by pricing and productivity ~~and efficiency initiatives offsetting the lower volume.~~ initiatives.

Net sales in the ~~nine~~six months ended ~~March~~December 31, 2023 ~~increased~~decreased by ~~$2.7~~$4.3 million, or ~~4.7%~~7.5%, when compared to the prior year period. Organic sales ~~increased~~decreased by ~~$3.9~~$3.4 million, or ~~6.8%~~8.1%, partially offset by foreign currency impacts ~~of $1.2~~were $0.3 million, or ~~2.1%~~0.6%, as compared to the prior year period. ~~Net~~The net sales ~~change~~decrease was due to ~~increases~~project timing partially offset by pricing actions, an increase in new product development in the fast growth commercial ~~aviation sector~~space market, and ~~defense~~higher sales ~~for missile production~~to the oil and ~~development programs.~~gas market.

Income from operations in the six months ended December 31, 2023 increased ~~$2.4~~by $0.8 million, or ~~43.6%~~14.6%, ~~in the nine months ended March 31, 2023~~when compared to the prior year ~~period primarily~~period. The increase was due to ~~productivity initiatives, volume increases and~~ the impact of ~~a one-time~~pricing and productivity initiatives, mostly offset by research and development expenses related to new product development and new applications, partially offset by sales declines due to project ~~related charge in first~~timing.

In the third quarter of fiscal year ~~2022 that did not repeat.~~

In2024, on a sequential basis, we expect similar revenue reflecting improvement across most end markets, offset by lower defense sales related to delays in government funding, and similar to slightly lower operating margin. We also anticipate significant sequential growth in the fourth quarter of fiscal year ~~2023, on a sequential basis, we expect a moderate increase in revenue and operating margin,~~2024 reflecting more favorable ~~timing of projects in aviation and space end markets.~~project timing.

3234

Specialty Solutions Group

	Three Months Ended									Nine Months Ended									Three Months Ended									Six Months Ended
	March 31,						%			March 31,						%			December 31,						%			December 31,						%
(In thousands, except percentages)	2023			2022			Change			2023			2022			Change			2023			2022			Change			2023			2022			Change
Net sales	$	32,262		$	32,365			(0.3	%)	$	101,243		$	87,575			15.6	%	$	21,957		$	34,059			(35.5%	)	$	47,836		$	68,981			(30.7%	)
Income from operations		7,151			3,632			96.9	%		18,944			10,185			86.0	%		3,965			5,716			(30.6%	)		9,582			11,793			(18.7%	)
Operating income margin		22.2	%		11.2	%					18.7	%		11.6	%					18.1	%		16.8	%					20.0	%		17.1	%

Net sales in the ~~third~~second quarter of fiscal year ~~2023 remained relatively flat~~2024 decreased by $12.1 million, or 35.5%, when compared to the prior year quarter. Organic sales for the group ~~increased $2.9~~decreased $5.0 million, or ~~9.3%, offset by the divestiture impact of $3.1 million, or 9.6%~~14.6%, as compared to the prior year ~~quarter.~~quarter, reflecting an organic sales decline in the Hydraulics business due to an ongoing industry-wide chassis shortage. The ~~net~~divestiture of Procon in the third quarter of fiscal year 2023 negatively impacted the group by $7.1 million, or 20.9%.

Income from operations in the second quarter of fiscal year 2024 decreased $1.8 million or 30.6%, when compared to the prior year quarter, due to the Procon divestiture and lower volume in the Hydraulics business.

Net sales ~~change reflects robust~~in the six months ended December 31, 2023 decreased by $21.1 million, or 30.7%, when compared to the prior year period. Organic sales for the group decreased $5.4 million, or 7.8%, as compared to the prior year period, reflecting organic growth in the Display Merchandising business, offset by an organic sales decline in the Hydraulics business ~~and the impact~~due to an ongoing industry-wide chassis shortage. The divestiture of ~~the~~ Procon ~~divestiture in February 2023.~~

~~Income from operations increased $3.5 million or 96.9%~~ in the third quarter of fiscal year 2023 ~~when compared to~~negatively impacted the ~~prior year quarter, reflecting sales increases in Display Merchandising and realization of productivity actions~~group by $15.7 million, or 22.9%.

Income from operations in the ~~Hydraulics business.~~

~~Net sales in the nine~~six months ended ~~March~~December 31, 2023 ~~increased $13.7~~decreased $2.2 million or ~~15.6%~~18.7%, when compared to the prior year period. Organic sales increased $17.8 million, or 20.3%, offset by divestiture impact of $3.1 million, or 3.6%, and foreign currency impact of $1.0 million, or 1.1%, as compared to the prior year period. The increased sales volume is primarily due to pricing realization, strong market demand in the Hydraulics business and absence of the labor work stoppage in two plants during the prior year, partially offset by the Procon divestiture.

~~Income from operations increased $8.8 million or 86.0% in the nine months ended March 31, 2023 when compared to the prior year~~ period, as a result of sales increases in Display Merchandising, pricing actions and volume increases, particularly in Hydraulics and the impact of the labor work stoppage in two plants during the prior year.

~~In the fourth quarter of fiscal year 2023, on a sequential basis, we expect a moderate to significant decline in revenue primarily~~ due to the Procon divestiture and lower ~~sales~~volume in the Hydraulics business, partially offset by improved operating performance in the Display Merchandising ~~business and slightly lower operating margin.~~business.

In the third quarter of fiscal year 2024, on a sequential basis, we expect slightly to moderately higher revenue and operating margin due to improved demand in the Hydraulics business.

Corporate and Other

	Three Months Ended									Nine Months Ended									Three Months Ended									Six Months Ended
	March 31,						%			March 31,						%			December 31,								%	December 31,								%
(In thousands, except percentages)	2023			2022			Change			2023			2022			Change			2023			2022			Change			2023			2022			Change
Income (loss) from operations:
Corporate	$	(8,520	)	$	(8,961	)		(4.9	%)	$	(25,376	)	$	(25,507	)		(0.5	%)	$	(7,991	)	$	(8,360	)		(4.4	%)	$	(16,434	)	$	(16,856	)		(2.5	%)
Restructuring		(2,237	)		(1,186	)		88.6	%		(3,330	)		(2,469	)		34.9	%		(1,360	)		(511	)		166.1	%		(3,266	)		(1,093	)		198.8	%
Acquisition related costs																				(1,195	)		(174	)		586.8	%		(1,696	)		(466	)		263.9	%
Gain on sale of business		62,105			-			0.0	%		62,105			-			0.0	%		-			-			0.0	%		274			-			0.0	%
Acquisition related costs		(21	)		(419	)		(95.0	%)		(487	)		(1,561	)		(68.8	%)
Other operating income (expense), net		727			-			0.0	%		611			(1,700	)		(135.9	%)		-			(116	)		(100.0	%)		-			(116	)		(100.0	%)

Corporate expenses in the second quarter of fiscal year 2024 decreased by 4.4% when compared to the prior year quarter. Corporate expenses in the six months ended December 31, 2023 decreased by 2.5% when compared to the prior year period. We expect corporate expenses to increase in the third quarter of fiscal year ~~2023 decreased by $0.4 million, or 4.9%, when compared~~2024 reflecting the impact of a charge due to the ~~prior year quarter. The decrease is related to employee related~~CEO reaching retirement eligibility under the stock compensation ~~and insurance related accruals. Corporate expenses in the nine months ended March 31, 2023 remained flat when compared to the prior year period.~~plan.

The restructuring, gain on sale of business and acquisition related costs have been discussed above in the Company Overview. Other operating expenses are primarily driven by a $1.7 million litigation accrual in the second quarter of fiscal year 2022 that was settled in the first quarter of fiscal year 2023. In the third quarter of fiscal year 2023, we received $1.0 million from our insurance provider as recoupment related to this litigation matter.

3335

Discontinued Operations

In pursuing our business strategy, the Company may divest certain businesses. Future divestitures may be classified as discontinued operations based on their strategic significance to the Company. Net loss from discontinued operations was ~~$0.1~~$0.2 million and $0.3 million for the three and ~~nine~~six months ended ~~March~~December 31, 2023, ~~and 2022,~~ respectively.

Liquidity and Capital Resources

At ~~March~~December 31, 2023, our total cash balance was ~~$175.3~~$142.4 million, of which ~~$98.8~~$116.7 million was held by foreign subsidiaries. ~~During the third quarter of fiscal year 2023, we repatriated $9.3 million~~The amount and timing of cash repatriation is dependent upon foreign exchange rates and each business unit’s operational needs including requirements to ~~the United States from our foreign subsidiaries. We expect to repatriate between $30.0 million~~fund working capital, capital expenditure, and ~~$35.0 million during fiscal year 2023.~~jurisdictional tax payments. The repatriation of cash balances from certain of our subsidiaries could have adverse tax consequences or be subject to capital controls; however, those balances are generally available without legal restrictions to fund ordinary business operations.

Net cash provided by continuing operating activities for the ~~nine~~six months ended ~~March~~December 31, 2023, was ~~$50.4~~$40.2 million compared to net cash provided by continuing operating activities of ~~$48.6~~$27.1 million in the prior year. We generated ~~$86.8~~$56.8 million from income statement activities and used ~~$36.3~~$15.1 million of cash to fund working capital and other balance sheet increases. Cash flow ~~provided by~~used in investing activities for the ~~nine~~six months ended ~~March~~December 31, 2023 totaled ~~$49.1~~$37.5 million and primarily consisted of ~~$67.0~~$29.2 million for the acquisition of Minntronix in the first quarter of fiscal year 2024 and $8.6 million used for capital expenditures offset by $0.3 million proceeds from the prior divestiture of the Procon ~~business and $16.6 million used for capital expenditures.~~business. Cash used for financing activities for the ~~nine~~six months ended ~~March~~December 31, 2023 ~~was $30.0~~totaled $57.3 million and consisted primarily of repayments of debt ~~modification costs~~ of ~~$1.7~~$25.0 million, ~~offset by~~ purchases of stock of ~~$18.6~~$26.7 million and cash paid for dividends of ~~$9.7 million, and $1.2 million of contingent consideration payments to the sellers of the Renco business.~~$6.8 million.

During the third quarter of fiscal year 2023, the Company entered into a Third Amended & Restated Credit Agreement which renewed the existing Credit Agreement for an additional five-year period (“credit agreement”, or “facility”) with a borrowing limit of $500 million. The facility can be increased by an amount of up to $250 million, in accordance with specified conditions contained in the agreement. The facility also includes a $10 million sublimit for swing line loans and a $35 million sublimit for letters of credit.

Under the terms of the Credit Facility, we pay a variable rate of interest and a commitment fee on borrowed amounts as well as a commitment fee on unused amounts under the facility. The amount of the commitment fee depends upon both the undrawn amount remaining available under the facility and the Company’s funded debt to EBITDA (as defined in the agreement) ratio at the last day of each quarter. As our funded debt to EBITDA ratio increases, the commitment fee increases.

Funds borrowed under the facility may be used for the repayment of debt, working capital, capital expenditures, acquisitions (so long as certain conditions, including a specified funded debt to EBITDA leverage ratio is maintained), and other general corporate purposes. As of ~~March~~December 31, 2023, the Company used ~~$3.0~~$2.9 million against the letter of credit sub-facility and had the ability to borrow ~~$343.7~~$347.1 million under the facility based on our current trailing twelve-month EBITDA. The facility contains customary representations, warranties and restrictive covenants, as well as specific financial covenants. The Company’s current financial covenants under the facility are as follows:

Interest Coverage Ratio - The Company is required to maintain a ratio of Earnings Before Interest and Taxes, as Adjusted (“Adjusted EBIT per the Credit Facility”), to interest expense for the trailing twelve months of at least 2.75:1. Adjusted EBIT per the Credit Facility specifically excludes extraordinary and certain other defined items such as cash restructuring and acquisition related charges up to the lower of $20.0 million or 10% of EBITDA. The facility also allows for unlimited non-cash purchase accounting and goodwill adjustments. At ~~March~~December 31, 2023, the Company’s Interest Coverage Ratio was ~~18.59.~~23.30:1.

Leverage Ratio - The Company’s ratio of funded debt to trailing twelve month Adjusted EBITDA per the Credit Facility, calculated as Adjusted EBIT per the Credit Facility plus depreciation and amortization, may not exceed 3.5:1. Under certain circumstances in connection with a Material Acquisition (as defined in the Facility), the Facility allows for the leverage ratio to go as high as 4.0:1 for a four-fiscal quarter period. At ~~March~~December 31, 2023, the Company’s leverage ratio was ~~0.89.~~0.65:1.

As of ~~March~~December 31, 2023, we had borrowings under our facility of ~~$175.0~~$150.0 million. In order to manage our interest rate exposure on these borrowings, we are party to ~~$175.0~~$150.0 million of active floating to fixed rate swaps. These swaps convert our interest payments from SOFR to a weighted average fixed rate of ~~1.14%~~0.85%. The effective rate of interest for our outstanding borrowings, including the impact of the interest rate swaps, was ~~2.83%~~2.65%.

3436

Our primary cash requirements in addition to day-to-day operating needs include interest payments, capital expenditures, acquisitions, share repurchases, and dividends. Our primary sources of cash for these requirements are cash flows from continuing operations and borrowings under the facility. We expect fiscal year ~~2023~~2024 capital spending to be ~~approximately~~between $25.0 million and $30.0 ~~million which includes amounts not spent in fiscal year 2022.~~million. We expect that fiscal year ~~2023~~2024 depreciation and amortization expense will be between ~~$20.0 and $21.0~~$22.0 million and ~~$7.0~~$25.0 million and ~~$9.0~~$8.0 million and $10.0 million, respectively.

The following table sets forth our capitalization:

(In thousands)	March 31, 2023			June 30, 2022			December 31, 2023			June 30, 2023
Long-term debt	$	173,333		$	174,830		$	148,659		$	173,441
Less cash and cash equivalents		(175,284	)		(104,844	)		(142,424	)		(195,706	)
Net (cash) debt		(1,951	)		69,986			6,235			(22,265	)
Stockholders' equity		605,550			499,343			620,571			607,449
Total capitalization	$	603,599		$	569,329		$	626,806		$	585,184

We sponsor a number of defined benefit and defined contribution retirement plans. The U.S. pension plan is frozen for substantially all participants. We have evaluated the current and long-term cash requirements of these plans, and our existing sources of liquidity are expected to be sufficient to cover required contributions under ERISA and other governing regulations.

The fair value of the Company's U.S. defined benefit pension plan assets was ~~$146.2~~$141.3 million at ~~March~~December 31, 2023, as compared to ~~$157.9~~$142.1 million at the most recent measurement date, which occurred as of June 30, ~~2022.~~2023. The next measurement date to determine plan assets and benefit obligations will be on June 30, ~~2023.~~2024.

The Company expects to pay ~~$0.3~~$8.7 million in contributions to its defined benefit plans during the remainder of fiscal year ~~2023.~~2024. Contributions of ~~less than $0.1~~$1.5 million and ~~$0.2~~$0.1 million were made during the ~~three and nine~~six months ended ~~March~~December 31, 2023 and 2022, respectively. There are no required contributions of $9.8 million to the United States funded pension plan for fiscal year ~~2023.~~2024. In the second quarter of fiscal year 2024, we contributed $1.4 million and the remaining $8.4 million will be contributed in the second half of fiscal year 2024. The Company expects to make contributions during the remainder of fiscal year ~~2023~~2024 of ~~less than~~ $0.1 million and ~~$0.2~~$0.3 million to its unfunded defined benefit plans in the U.S. and Germany, respectively. ~~Obligations under our defined benefit plan operated in Ireland have been transferred to the buyer of the Procon business as part of the divestiture.~~ Any subsequent plan contributions will depend on the results of future actuarial valuations. ~~The Company expects to make contributions during fiscal year 2024 of an estimated $7.4 million to its U.S. funded defined benefit plan.~~

We have an insurance program in place to fund supplemental retirement income benefits for three retired executives. Current executives and new hires are not eligible for this program. At ~~March~~December 31, 2023, the underlying policies had a cash surrender value of $11.7 million and are reported net of loans of $5.0 million for which we have the legal right of offset, these amounts are reported net on our balance sheet.

3537

Other Matters

Inflation – Certain of our expenses, such as wages and benefits, occupancy costs, freight and equipment repair and replacement, are subject to normal inflationary pressures. Inflation for medical costs can impact both our employee benefit costs as well as our reserves for workers' compensation claims. We monitor the inflationary rate and make adjustments to reserves whenever it is deemed necessary. Our ability to control worker compensation insurance medical cost inflation is dependent upon our ability to manage claims and purchase insurance coverage to limit the maximum exposure for us. Each of our segments is subject to the effects of changing raw material costs caused by the underlying commodity price movements. We have experienced price fluctuations for a number of materials including rhodium, steel, and other metal commodities. These materials are some of the key elements in the products manufactured in these segments. Wherever possible, we will implement price increases to offset the impact of changing prices. The ultimate acceptance of these price increases will be impacted by our affected divisions’ respective competitors and the timing of their price increases. In general, we do not enter into purchase contracts that extend beyond one operating cycle. While Standex considers our relationship with our suppliers to be good, there can be no assurances that we will not experience any supply shortage.

Foreign Currency Translation – Our primary functional currencies used by our non-U.S. subsidiaries are the Euro, British Pound Sterling (Pound), Japanese (Yen), and Chinese (Yuan).

Defined Benefit Pension Plans – We record expenses related to these plans based upon various actuarial assumptions such as discount rates, mortality rates, and assumed rates of returns. The Company’s pension plan is frozen for substantially all eligible U.S. employees and participants in the plan ceased accruing future benefits.

Environmental Matters – To the best of our knowledge, we believe that we are presently in substantial compliance with all existing applicable environmental laws and regulations and do not anticipate any instances of non-compliance that will have a material effect on our future capital expenditures, earnings or competitive position.

Seasonality – We are a diversified business with generally low levels of seasonality.

Employee Relations – The Company has labor agreements with several union locals in the United States and several European employees belong to European trade unions.

Critical Accounting Policies

The condensed consolidated financial statements include the accounts of Standex International Corporation and all of its subsidiaries. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and assumptions in certain circumstances that affect amounts reported in the accompanying condensed consolidated financial statements. Although we believe that materially different amounts would not be reported due to the accounting policies adopted, the application of certain accounting policies involves the exercise of judgment and use of assumptions as to future uncertainties and, as a result, actual results could differ from these estimates. Our Annual Report on Form 10-K for the year ended June 30, ~~2022~~2023 lists a number of accounting policies which we believe to be the most critical.

3638

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Risk Management

We are exposed to market risks from changes in interest rates, commodity prices and changes in foreign currency exchange. To reduce these risks, we selectively use, from time to time, financial instruments and other proactive management techniques. We have internal policies and procedures that place financial instruments under the direction of the Treasurer and restrict all derivative transactions to those intended for hedging purposes only. The use of financial instruments for trading purposes (except for certain investments in connection with the non-qualified defined contribution plan) or speculation is strictly prohibited. The Company has no majority-owned subsidiaries that are excluded from the consolidated financial statements. Further, we have no interests in or relationships with any special purpose entities.

Exchange Rate Risk

We are exposed to both transactional risk and translation risk associated with exchange rates. The transactional risk is mitigated, in large part, by natural hedges developed with locally denominated debt service on intercompany accounts. We also mitigate certain of our foreign currency exchange rate risks by entering into forward foreign currency contracts from time to time. The contracts are used as a hedge against anticipated foreign cash flows, such as loan payments, customer remittances, and materials purchases, and are not used for trading or speculative purposes. The fair values of the forward foreign currency exchange contracts are sensitive to changes in foreign currency exchange rates, as an adverse change in foreign currency exchange rates from market rates would decrease the fair value of the contracts. However, any such losses or gains would generally be offset by corresponding gains and losses, respectively, on the related hedged asset or liability. At ~~March~~December 31, 2023 the fair value, in the aggregate, of the Company’s open foreign exchange contracts was ~~a liability~~an asset of ~~$1.1~~$0.6 million.

Our primary translation risk is with the Euro, British Pound Sterling, Peso, Japanese Yen and Chinese Yuan. A hypothetical 10% appreciation or depreciation of the value of any these foreign currencies to the U.S. Dollar at ~~March~~December 31, 2023, would not result in a material change in our operations, financial position, or cash flows. We hedge our most significant foreign currency translation risks primarily through cross currency swaps and other instruments, as appropriate.

Interest Rate Risk

The Company’s effective interest rate on borrowings was ~~2.83%~~2.65% at ~~March~~December 31, 2023. Our interest rate exposure is limited primarily to interest rate changes on our variable rate borrowings and is mitigated by our use of interest rate swap agreements to modify our exposure to interest rate movements. At ~~March~~December 31, 2023, we have ~~$175.0~~$150.0 million of active floating to fixed rate swaps with terms ~~ranging from one to four years.~~through fiscal year 2025. These swaps convert our interest payments from SOFR to a weighted average rate of ~~1.14%~~0.85%. At ~~March~~December 31, 2023 the fair value, in the aggregate, of the Company’s interest rate swaps was assets of ~~$9.5~~$6.7 million. A 25-basis point increase in interest rates would not materially change our annual interest expense as most of our outstanding debt is currently converted to fixed rate debts by means of interest rate swaps.

Concentration of Credit Risk

We have a diversified customer base. As such, the risk associated with concentration of credit risk is inherently minimized. As of ~~March~~December 31, 2023, no one customer accounted for more than 5% of our consolidated outstanding receivables or of our sales.

Commodity Prices

The Company is exposed to fluctuating market prices for all commodities used in its manufacturing processes. Each of our segments is subject to the effects of changing raw material costs caused by the underlying commodity price movements. In general, we do not enter into purchase contracts that extend beyond one operating cycle. While Standex considers our relationship with our suppliers to be good, there can be no assurances that we will not experience any supply shortage.

The Engineering Technologies, Specialty Solutions, and Electronics segments are all sensitive to price increases for steel and aluminum products, other metal commodities such as rhodium and copper, and petroleum-based products. We have experienced price fluctuations for a number of materials including rhodium, steel, and other metal commodities. These materials are some of the key elements in the products manufactured in these segments. Wherever possible, we will implement price increases to offset the impact of changing prices. The ultimate acceptance of these price increases, if implemented, will be impacted by our affected divisions’ respective competitors and the timing of their price increases.

3739

ITEM 4. CONTROLS AND PROCEDURES

At the end of the period covered by this Report, the management of the Company, including the Chief Executive Officer and the Chief Financial Officer, evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (“Exchange Act”)). Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of ~~March~~December 31, 2023 in ensuring that the information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's ("SEC") rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

There was no change in the Company's internal control over financial reporting during the quarterly period ended ~~March~~December 31, 2023 that has materially affected or is reasonably likely to materially affect the Company's internal control over financial reporting.

PART II. OTHER INFORMATION

Item 5.2.

Unregistered Sales of Equity Securities and Use of Proceeds

(c)	The following table provides information about purchases by the Company of equity securities that are registered by the Company pursuant to Section 12 of the Exchange Act:

Issuer Purchases of Equity Securities⁽¹⁾

Quarter Ended ~~March~~December 31, 2023

Period

(a) Total number of shares (or units) purchased

(b) Average price paid per share (or unit)

(c) Total number of shares (or units) purchased as part of publicly announced plans or programs

(d) Maximum number (or appropriate dollar value) of shares (or units) that may yet be purchased under the plans or programs

January 1, 2023 - January 31, 2023
114 $ 107.01 114 $ 77,123

February 1, 2023 - February 28, 2023
42,289 118.23 42,289 72,123

March 1, 2023 - March 31, 2023
54 117.52 54 72,116

Total
42,457 $ 118.20 42,457 $ 72,116

Period	(a) Total number of shares (or units) purchased		(b) Average price paid per share (or unit)		(c) Total number of shares (or units) purchased as part of publicly announced plans or programs		(d) Maximum number (or appropriate dollar value) of shares (or units) that may yet be purchased under the plans or programs
October 1, 2023 - October 31, 2023		59	$	151.32		59	$	42,957

November 1, 2023 - November 30, 2023		31,656		136.40		31,656		38,749

December 1, 2023 - December 31, 2023		1,735		158.38		1,735		38,474

Total		33,450	$	137.60		33,450	$	38,474

⁽¹⁾

The Company has a Stock Buyback Program (the “Program”) which was originally announced on January 30, 1985 and most recently amended on April 28, 2022. Under the Program, the Company is authorized to repurchase up to an aggregate of $200 million of its shares. Under the program, purchases may be made from time to time on the open market, including through 10b5-1 trading plans, or through privately negotiated transactions, block transactions, or other techniques in accordance with prevailing market conditions and the requirements of the Securities and Exchange Commission. The Board’s authorization is open-ended and does not establish a timeframe for the purchases. The Company is not obligated to acquire a particular number of shares, and the program may be discontinued at any time at the Company’s discretion.

ITEM 5. Other Information

None of our directors or executive officers adopted or terminated a Rule 10b5-1 trading arrangement or adopted or terminated a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the quarter ended December 31, 2023.

Item 6. Exhibits

(a)

Exhibits

	31.1	Principal Executive Officer’s Certification Pursuant to Rule 13a-14(a)/15d-14(a) and Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	31.2	Principal Financial Officer’s Certification Pursuant to Rule 13a-14(a)/15d-14(a) and Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	32	Principal Executive Officer and Principal Financial Officer Certifications Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
	101	The following materials from this Quarterly Report on Form 10-Q, formatted in Inline Extensible Business Reporting Language (iXBRL): (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations, (iii) Condensed Consolidated Statements of Comprehensive Income, (iv) Condensed Consolidated Statements of Cash Flows, and (v) Notes to Unaudited Condensed Consolidated Financial Statements.
	104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

ALL OTHER ITEMS ARE INAPPLICABLE

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 thereunto duly authorized.


		STANDEX INTERNATIONAL CORPORATION

Date:	~~May 5, 2023~~February 2, 2024	/s/ ADEMIR SARCEVIC
		Ademir Sarcevic
		Vice President/Chief Financial Officer
		(Principal Financial & Accounting Officer)

Date:	~~May 5, 2023~~February 2, 2024	/s/ ~~SEAN C. VALASHINAS~~AMY GAGNON
		~~Sean C. Valashinas~~Amy Gagnon
		Vice President/Chief Accounting ~~Officer/Assistant Treasurer~~Officer

4143

23 Keewaydin drive, Salem, New Hampshire	03079
(Address of principal executive offices)	(Zip Code)

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, Par Value $1.50 Per Share	SXI	New York Stock Exchange

Large accelerated filer ☒			Accelerated filer ☐
Non-accelerated filer ☐			Smaller reporting company ☐
			Emerging growth company ☐

		Page No.
PART I. FINANCIAL INFORMATION:

Item 1.

	Condensed Consolidated Balance Sheets as of ~~March~~December 31, 2023 and June 30, ~~2022~~2023 (unaudited)	3

	Condensed Consolidated Statements of Operations for the three and ~~nine~~six months ended ~~March~~December 31, 2023 and 2022 (unaudited)	4

	Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and ~~nine~~six months ended ~~March~~December 31, 2023 and 2022 (unaudited)	5

	Condensed Consolidated Statements of Stockholders’ Equity for the three and ~~nine~~six months ended ~~March~~December 31, 2023 and 2022 (unaudited)	6

	Condensed Consolidated Statements of Cash Flows for the ~~nine~~six months ended ~~March~~December 31, 2023 and 2022 (unaudited)	8

	Notes to Unaudited Condensed Consolidated Financial Statements	9

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	2527

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	3739

Item 4.	Controls and Procedures	3840

PART II. OTHER INFORMATION:

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3941

Item 5.	Other Information	41

Item 6.	Exhibits	4042

	*March 31,*			*June 30,*			*December 31,*			*June 30,*
(In thousands, except per share data)	*2023*			*2022*			*2023*			*2023*
ASSETS
Current assets:
Cash and cash equivalents	$	175,284		$	104,844		$	142,424		$	195,706
Accounts receivable, less allowance for credit losses of $2,537 and $2,214 at March 31, 2023 and June 30, 2022, respectively		121,161			117,075
Accounts receivable, less allowance for credit losses of $2,753 and $2,788 at December 31, 2023 and June 30, 2023, respectively								125,575			123,440
Inventories		104,516			105,339			98,592			98,537
Prepaid expenses and other current assets		56,611			45,210			65,572			64,739
Income taxes receivable		3,203			6,530			3,836			831
Total current assets		460,775			378,998			435,999			483,253

Property, plant, and equipment, net		130,638			128,584			132,599			130,937
Intangible assets, net		79,562			85,770			82,726			75,651
Goodwill		269,463			267,906			280,337			264,821
Deferred tax asset		9,213			8,186			14,027			14,602
Operating lease right-of-use asset		36,069			39,119			34,026			33,273
Other non-current assets		29,368			25,876			25,347			22,392
Total non-current assets		554,313			555,441			569,062			541,676

Total assets	$	1,015,088		$	934,439		$	1,005,061		$	1,024,929

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	67,512		$	74,520		$	63,883		$	68,601
Accrued liabilities		55,704			67,773			56,062			62,031
Income taxes payable		7,371			8,475			10,597			10,335
Total current liabilities		130,587			150,768			130,542			140,967

Long-term debt		173,333			174,830			148,659			173,441
Operating lease long-term liabilities		28,463			31,357			26,080			25,774
Accrued pension and other non-current liabilities		77,155			78,141			79,209			77,298
Total non-current liabilities		278,951			284,328			253,948			276,513

Contingencies (Note 15)

Stockholders' equity:
Common stock, par value $1.50 per share, 60,000,000 shares authorized, 27,984,278 shares issued, 11,791,341 and 11,824,128 shares outstanding at March 31, 2023 and June 30, 2022		41,976			41,976
Common stock, par value $1.50 per share, 60,000,000 shares authorized, 27,984,278 shares issued, 11,783,199 and 11,744,991 shares outstanding at December 31, 2023 and June 30, 2023								41,976			41,976
Additional paid-in capital		97,294			91,200			101,198			100,555
Retained earnings		1,010,395			901,421			1,058,069			1,027,279
Accumulated other comprehensive loss		(147,175	)		(153,312	)		(155,561	)		(158,477	)
Treasury shares: 16,192,937 and 16,160,150 shares at March 31, 2023 and June 30, 2022		(396,940	)		(381,942	)
Treasury shares: 16,201,079 and 16,239,287 shares at December 31, 2023 and June 30, 2023								(425,111	)		(403,884	)
Total stockholders' equity		605,550			499,343			620,571			607,449

Total liabilities and stockholders' equity	$	1,015,088		$	934,439		$	1,005,061		$	1,024,929

								*Accumulated Other*																				*Accumulated Other*
For the three month period ended			*Additional*					*Comprehensive*									*Total*					*Additional*						*Comprehensive*									*Total*
March 31, 2023	*Common*		*Paid-in*		*Retained*			*Income*			*Treasury Stock*						*Stockholders’*
December 31, 2023																				*Common*		*Paid-in*			*Retained*			*Income*			*Treasury Stock*						*Stockholders’*
(in thousands, except as specified)	*Stock*		*Capital*		*Earnings*			*(Loss)*			*Shares*			*Amount*			*Equity*			*Stock*		*Capital*			*Earnings*			*(Loss)*			*Shares*			*Amount*			*Equity*
Balance, December 31, 2022	$	41,976	$	93,359	$	933,233		$	(147,226	)		16,153		$	(391,925	)	$	529,417
Balance, September 30, 2023																				$	41,976	$	98,713		$	1,042,695		$	(167,576	)		16,189		$	(421,169	)	$	594,639
Stock issued under incentive compensation plans and employee purchase plans		-		126		-			-			(2	)		50			176			-		(145	)		-			-			(22	)		567			422
Stock-based compensation		-		3,809		-			-			-			-			3,809			-		2,630			-			-			-			-			2,630
Treasury stock acquired		-		-		-			-			42			(5,065	)		(5,065	)		-		-			-			-			34			(4,509	)		(4,509	)
Comprehensive income:
Net income		-		-		80,510			-			-			-			80,510			-		-			18,871			-			-			-			18,871
Foreign currency translation adjustment		-		-		-			1,480			-			-			1,480			-		-			-			13,506			-			-			13,506
Pension, net of tax of $0.1 million		-		-		-			111			-			-			111
Change in fair value of derivatives, net of tax of $0.5 million		-		-		-			(1,540	)		-			-			(1,540	)
Dividends declared ($0.28 per share)		-		-		(3,348	)		-			-			-			(3,348	)
Balance, March 31, 2023	$	41,976	$	97,294	$	1,010,395		$	(147,175	)		16,193		$	(396,940	)	$	605,550
Pension, net of tax of $0.2 million																					-		-			-			464			-			-			464
Change in fair value of derivatives, net of tax of $0.7 million																					-		-			-			(1,955	)		-			-			(1,955	)
Dividends declared ($0.30 per share)																					-		-			(3,497	)		-			-			-			(3,497	)
Balance, December 31, 2023																				$	41,976	$	101,198		$	1,058,069		$	(155,561	)		16,201		$	(425,111	)	$	620,571

For the three month period ended March 31, 2022
For the three month period ended December 31, 2022
(in thousands, except as specified)
Balance, December 31, 2021	$	41,976	$	84,560	$	877,158		$	(120,010	)		15,948		$	(360,234	)	$	523,450
Balance, September 30, 2022																				$	41,976	$	91,446		$	916,549		$	(171,099	)		16,119		$	(387,182	)	$	491,690
Stock issued under incentive compensation plans and employee purchase plans		-		49		-			-			(5	)		122			171			-		(222	)		-			-			(16	)		380			158
Stock-based compensation		-		3,588		-			-			-			-			3,588			-		2,135			-			-			-			-			2,135
Treasury stock acquired		-		-		-			-			112			(11,874	)		(11,874	)		-		-			-			-			50			(5,123	)		(5,123	)
Comprehensive income:
Net income		-		-		17,322			-			-			-			17,322			-		-			20,043			-			-			-			20,043
Foreign currency translation adjustment		-		-		-			(8,018	)		-			-			(8,018	)		-		-						23,649			-			-			23,649
Pension, net of tax of $0.4 million		-		-		-			1,191			-			-			1,191
Change in fair value of derivatives, net of tax of $1.6 million		-		-		-			4,967			-			-			4,967
Dividends declared ($0.26 per share)		-		-		(3,177	)		-			-			-			(3,177	)
Balance, March 31, 2022	$	41,976	$	88,197	$	891,303		$	(121,870	)		16,055		$	(371,986	)	$	527,620
Pension, net of tax of $0.2 million																					-		-			-			628			-			-			628
Change in fair value of derivatives, net of tax of $0.1 million																					-		-			-			(404	)		-			-			(404	)
Dividends declared ($0.28 per share)																					-		-			(3,359	)		-			-			-			(3,359	)
Balance, December 31, 2022																				$	41,976	$	93,359		$	933,233		$	(147,226	)		16,153		$	(391,925	)	$	529,417

									*Accumulated Other*																				*Accumulated Other*
For the nine month period ended			*Additional*						*Comprehensive*									*Total*
March 31, 2023	*Common*		*Paid-in*			*Retained*			*Income*			*Treasury Stock*						*Stockholders’*
For the six month period ended																							*Additional*						*Comprehensive*									*Total*
December 31, 2023																					*Common*		*Paid-in*			*Retained*			*Income*			*Treasury Stock*						*Stockholders’*
(in thousands, except as specified)																					*Stock*		*Capital*			*Earnings*			*(Loss)*			*Shares*			*Amount*			*Equity*
Balance, June 30, 2023																					$	41,976	$	100,555		$	1,027,279		$	(158,477	)		16,239		$	(403,884	)	$	607,449
Stock issued under incentive compensation plans and employee purchase plans																						-		(4,181	)		-			-			(210	)		5,370			1,189
Stock-based compensation																						-		4,824			-			-			-			-			4,824
Treasury stock acquired																						-		-			-			-			172			(26,597	)		(26,597	)
Comprehensive income:
Net income																						-		-			37,685			-			-			-			37,685
Foreign currency translation adjustment																						-		-			-			4,406			-			-			4,406
Pension, net of tax of $0.4 million																						-		-			-			1,181			-			-			1,181
Change in fair value of derivatives, net of tax of $0.9 million																						-		-			-			(2,671	)		-			-			(2,671	)
Dividends declared ($0.58 per share)																						-		-			(6,895	)		-			-			-			(6,895	)
Balance, December 31, 2023																					$	41,976	$	101,198		$	1,058,069		$	(155,561	)		16,201		$	(425,111	)	$	620,571

For the six month period ended December 31, 2022
(in thousands, except as specified)	*Stock*		*Capital*			*Earnings*			*(Loss)*			*Shares*			*Amount*			*Equity*
Balance, June 30, 2022	$	41,976	$	91,200		$	901,421		$	(153,312	)		16,160		$	(381,942	)	$	499,343		$	41,976	$	91,200		$	901,421		$	(153,312	)		16,160		$	(381,942	)	$	499,343
Stock issued under incentive compensation plans and employee purchase plans		-		(2,414	)		-			-			(150	)		3,584			1,170			-		(2,540	)		-			-			(147	)		3,534			994
Stock-based compensation		-		8,508			-			-			-			-			8,508			-		4,699			-			-			-			-			4,699
Treasury stock acquired		-		-			-			-			183			(18,582	)		(18,582	)		-		-			-			-			140			(13,517	)		(13,517	)
Comprehensive income:																																							-
Net income		-		-			118,823			-			-			-			118,823			-		-			38,313			-			-			-			38,313
Foreign currency translation adjustment		-		-			-			3,584			-			-			3,584			-		-			-			2,105			-			-			2,105
Pension, net of tax of $0.6 million		-		-			-			1,545			-			-			1,545
Change in fair value of derivatives, net of tax of $0.3 million		-		-			-			1,008			-			-			1,008
Dividends declared ($0.82 per share)		-		-			(9,849	)		-			-			-			(9,849	)
Balance, March 31, 2023	$	41,976	$	97,294		$	1,010,395		$	(147,175	)		16,193		$	(396,940	)	$	605,550

For the nine month period ended March 31, 2022
(in thousands, except as specified)
Balance, June 30, 2021	$	41,976	$	80,788		$	852,489		$	(116,140	)		15,940		$	(352,688	)	$	506,425
Stock issued under incentive compensation plans and employee purchase plans		-		(804	)		-			-			(94	)		2,122			1,318
Stock-based compensation		-		8,213			-			-			-			-			8,213
Treasury stock acquired		-		-			-			-			209			(21,420	)		(21,420	)
Comprehensive income:																			-
Net income		-		-			48,124			-			-			-			48,124
Foreign currency translation adjustment		-		-			-			(17,343	)		-			-			(17,343	)
Pension, net of tax of $1.1 million		-		-			-			3,509			-			-			3,509
Change in fair value of derivatives, net of tax of $2.4 million		-		-			-			8,104			-			-			8,104
Dividends declared ($0.76 per share)		-		-			(9,310	)		-			-			-			(9,310	)
Balance, March 31, 2022	$	41,976	$	88,197		$	891,303		$	(121,870	)		16,055		$	(371,986	)	$	527,620
Pension, net of tax of $0.5 million																						-		-			-			1,434			-			-			1,434
Change in fair value of derivatives, net of tax of $0.8 million																						-		-			-			2,547			-			-			2,547
Dividends declared ($0.54 per share)																						-		-			(6,501	)		-			-			-			(6,501	)
Balance, December 31, 2022																					$	41,976	$	93,359		$	933,233		$	(147,226	)		16,153		$	(391,925	)	$	529,417


	*Final Allocation*			*Preliminary Allocation December 31, 2023*
Fair value of business combination:
Cash payments	$	10,016		$	33,890
Less cash acquired		(114	)
Less, cash acquired					(4,661	)
Total	$	9,902		$	29,229

	Final Allocation			*Preliminary Allocation December 31, 2023*
Identifiable assets acquired and liabilities assumed:
Other acquired assets	$	488		$	8,282
Customer backlog					1,120
Inventories		529			1,780
Property, plant, & equipment		420			1,039
Identifiable intangible assets		2,780			10,700
Goodwill		5,840			13,889
Liabilities assumed		(155	)		(7,581	)
Total	$	9,902		$	29,229

	*Three Months Ended*				*Three Months Ended*
Revenue by Product Line	*March 31, 2023*		*March 31, 2022*		*December 31, 2023*		*December 31, 2022*

Electronics	$	78,211	$	79,889	$	79,419	$	72,556

Engraving Services		35,454		34,399		38,467		36,221
Engraving Products		1,455		2,824		2,378		1,468
Total Engraving		36,909		37,223		40,845		37,689

Scientific		18,898		18,914		16,292		19,292

Engineering Technologies		18,052		20,890		19,887		24,193

Hydraulics Cylinders and Systems		13,548		15,306		11,881		17,538
Merchandising & Display		13,203		8,438		10,076		9,392
Pumps		5,511		8,621		-		7,129
Total Specialty Solutions		32,262		32,365		21,957		34,059

Total revenue by product line	$	184,332	$	189,281	$	178,400	$	187,789

	*Three Months Ended*				*Three Months Ended*
Timing of Revenue Recognition	*March 31, 2023*		*March 31, 2022*		*December 31, 2023*		*December 31, 2022*
Products and services transferred at a point in time	$	169,669	$	170,949	$	160,204	$	165,728
Products transferred over time		14,663		18,332		18,196		22,061
Net sales	$	184,332	$	189,281	$	178,400	$	187,789

	*Balance at Beginning of Period*		*Additions*		*Deductions*		*Balance at End of Period*
Nine months ended March 31, 2023
Contract assets:
Prepaid expenses and other current assets	$	24,679	$	49,682	$	43,820	$	30,541
Contract liabilities:
Customer deposits		41		13,015		12,750		306

	*March 31, 2023*
Revenue recognized in the period from:	*Three months ended*		*Nine months ended*
Amounts included in the contract liability balance at the beginning of the period	$	38	$	41

	*March 31, 2022*				December 31, 2022		December 31, 2022
Revenue recognized in the period from:	*Three months ended*		*Nine months ended*		*Three months ended*		*Six months ended*
Amounts included in the contract liability balance at the beginning of the period	$	252	$	471	$	38	$	41

	*June 30, 2022*		*Other*			*Translation Adjustment*		*March 31, 2023*		*June 30, 2023*		*Acquisitions*		*Translation Adjustment*		*December 31, 2023*
Electronics	$	136,969	$	-		$	1,420	$	138,389	$	133,432	$	13,889	$	1,504	$	148,825
Engraving		76,250		-			274		76,524		76,583		-		100		76,683
Scientific		15,454		-			-		15,454		15,454		-		-		15,454
Engineering Technologies		35,928		-			109		36,037		36,293		-		23		36,316
Specialty Solutions		3,305		(246	)		-		3,059		3,059		-		-		3,059
Total	$	267,906	$	(246	)	$	1,803	$	269,463	$	264,821	$	13,889	$	1,627	$	280,337

	*March 31, 2023*								*December 31, 2023*
	*Total*		*Level 1*		*Level 2*		*Level 3*		*Total*		*Level 1*		*Level 2*		*Level 3*
Assets
Marketable securities - deferred compensation plan	$	3,629	$	3,629	$	-	$	-	$	4,431	$	4,431	$	-	$	-
Foreign exchange contracts										601		-		601		-
Interest rate swaps		9,539		-		9,539		-		6,677		-		6,677		-
Debt securities										2,760		-		-		2,760
Equity securities										2,070		-		-		2,070

Liabilities
Foreign exchange contracts	$	1,064	$	-		1,064	$	-	$	-	$	-	$	-	$	-

	*June 30, 2022*								*June 30, 2023*
	*Total*		*Level 1*		*Level 2*		*Level 3*		*Total*		*Level 1*		*Level 2*		*Level 3*
Assets
Marketable securities - deferred compensation plan	$	3,033	$	3,033	$	-	$	-	$	3,720	$	3,720	$	-	$	-
Foreign exchange contracts		122		-		122		-
Interest rate swaps		8,420		-		8,420		-		10,235		-		10,235		-
Debt securities										2,729		-		-		2,729
Equity securities										2,046		-		-		2,046

Liabilities
Foreign exchange contracts	$	711	$	-	$	711	$	-	$	1,722	$	-	$	1,722	$	-
Contingent consideration (a)		1,167		-		-		1,167

Effective Date	*Notional Amount*	*Fixed Interest Rate*	*Maturity*	*March 31, 2023*		*June 30, 2022*		*Notional Amount*	*Fixed Interest Rate*	*Maturity*	*December 31, 2023*		*June 30, 2023*
February 6, 2023	25,000	2.80%	August 6, 2023	$	185	$	48	25,000	2.80%	August 6, 2023	$	-	$	59
February 23, 2023	100,000	0.86%	March 23, 2025		6,157		5,538	100,000	0.86%	March 23, 2025		4,394		6,716
April 24, 2020	25,000	0.88%	April 24, 2025		1,654		1,447	25,000	0.88%	April 24, 2025		1,181		1,777
February 24, 2023	25,000	0.86%	March 24, 2025		1,543		1,387	25,000	0.86%	March 24, 2025		1,102		1,683
				$	9,539	$	8,420				$	6,677	$	10,235

Currency	*March 31, 2023*		*June 30, 2022*		*December 31, 2023*		*June 30, 2023*
EUR		-		5,750
CAD		16,600		16,600		-		16,600
JPY		2,100,000		1,000,000		4,200,000		2,100,000

Details about Accumulated											*Affected line item*													*Affected line item*
Other Comprehensive	*Three Months Ended*					*Nine Months Ended*					*in the Unaudited*	*Three Months Ended*						*Six Months Ended*						*in the Unaudited*
Income (Loss) Components	*March 31,*					*March 31,*					*Condensed Statements*	*December 31,*						*December 31,*						*Condensed Statements*
	*2023*			*2022*		*2023*			*2022*		*of Operations*	*2023*			*2022*			*2023*			*2022*			*of Operations*
Interest rate swaps	$	(1,449	)	$	557	$	(3,008	)	$	1,761	Interest expense	$	(1,713	)	$	(1,105	)	$	(3,433	)	$	(1,559	)	Interest expense
Foreign exchange contracts		(26	)		207		1,069			826	Other non-operating (income) expense, net		-			599			(215	)		1,095		Other non-operating (income) expense, net
	$	(1,475	)	$	764	$	(1,939	)	$	2,587		$	(1,713	)	$	(506	)	$	(3,648	)	$	(464	)

	*U.S. Plans*						*Non-U.S. Plans*						*U.S. Plans*						*Non-U.S. Plans*
	*Three Months Ended*						*Three Months Ended*						*Three Months Ended*						*Three Months Ended*
	*March 31,*						*March 31,*						*December 31,*						*December 31,*
	*2023*			*2022*			*2023*			*2022*			*2023*			*2022*			*2023*			*2022*
Service cost	$	-		$	1		$	44		$	58		$	-		$	-		$	40		$	43
Interest cost		2,397			1,830			249			193			2,473			2,396			292			263
Expected return on plan assets		(2,993	)		(3,260	)		(218	)		(215	)		(2,779	)		(2,994	)		(346	)		(247	)
Recognized net actuarial loss		953			1,384			(13	)		84			951			954			(150	)		(16	)
Amortization of prior service cost		-			-			(1	)		(1	)		-			-			(1	)		(1	)
Net periodic benefit cost	$	357		$	(45	)	$	61		$	119
Net periodic (benefit) cost													$	645		$	356		$	(165	)	$	42

Amounts recognized in the consolidated balance sheets consist of:	*March 31, 2023*			*June 30, 2022*			*December 31, 2023*			*June 30, 2023*
Prepaid benefit cost	$	4,722		$	6,295		$	3,019		$	2,807
Current liabilities		(529	)		(456	)		(502	)		(425	)
Non-current liabilities		(45,948	)		(47,695	)		(46,054	)		(48,154	)
Net amount recognized	$	(41,755	)	$	(41,856	)	$	(43,537	)	$	(45,772	)

	*Fiscal Year 2023*				*Fiscal Year 2022*				*Remaining*		*Fiscal Year 2024*		*Remaining*
	*Three Months Ended*		*Nine Months Ended*		*Three Months Ended*		*Nine Months Ended*		*Contributions*		*Six Months Ended*		*Contributions*
Contributions to defined benefit plans	*March 31, 2023*		*March 31, 2023*		*March 31, 2022*		*March 31, 2022*		*FY 2023*		*December 31, 2023*		*FY 2024*
United States, funded plan	$	-	$	-	$	-	$	-	$	-	$	1,442	$	8,363
United States, unfunded plan		49		151		52		157		49		99		53
United Kingdom		-		-		-		-		-		-		-
Germany, unfunded plan		-		-		-		-		239		-		255
	$	49	$	151	$	52	$	157	$	288	$	1,541	$	8,671

	*Nine Months Ended March 31,*
	*Net Sales*				*Income from Operations*
	*2023*		*2022*		*2023*			*2022*
Industry segment:
Electronics	$	225,966	$	232,351	$	52,160		$	54,624
Engraving		109,622		109,037		17,580			15,806
Scientific		56,646		65,079		12,449			14,153
Engineering Technologies		59,244		56,558		7,957			5,540
Specialty Solutions		101,243		87,575		18,944			10,185
Corporate		-		-		(25,376	)		(25,507	)
Restructuring costs		-		-		(3,330	)		(2,469	)
Gain on sale of business		-		-		62,105			-
Acquisition related costs		-		-		(487	)		(1,561	)
Other operating income (expense), net		-		-		611			(1,700	)
Sub-total	$	552,721	$	550,600	$	142,613		$	69,071
Interest expense						4,168			4,484
Other non-operating (income) expense						1,695			651
Income from continuing operations before income taxes					$	136,750		$	63,936