10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2024

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from	to
Commission file number	1-367

THE L. S. STARRETT COMPANY

(Exact name of registrant as specified in its charter)

Massachusetts	04-1866480
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

121 Crescent Street, Athol, Massachusetts	01331-1915
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code 978-249-3551

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common - $1.00 Per Share Par Value	SCX	New York Stock Exchange
Class B Common - $1.00 Per Share Par Value	Not applicable	Not applicable

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒    No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒     No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definition of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.  (Check One):

Large Accelerated Filer ☐ Accelerated Filer ☐ Non-Accelerated Filer ☐ Smaller Reporting Company ☒

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐    No ☒

Common Shares outstanding as of	April 24, 2024
Class A Common Shares	7,007,717
Class B Common Shares	505,150

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements that involve substantial risks and uncertainties. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, our clinical results and other future conditions. The words “anticipate”, “believe”, “contemplate”, “continue”, “could”, “estimate”, “expect”, “forecast”, “goal”, “intend”, “may”, “plan”, “potential”, “predict”, “project”, “should”, “target”, “will”, “would”, or the negative of these terms or other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words.

Any forward-looking statements in this Quarterly Report on Form 10-Q reflect our current views with respect to future events or to our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. Factors that may cause actual results to differ materially from current expectations include, among other things, those listed in our Annual Report on Form 10-K and other filings with the Securities Exchange Commission (the “SEC”). You should carefully review and consider the information regarding certain factors which could materially affect our business, financial condition or future results set forth under Item 1A. “Risk Factors” in our Annual Report on Form 10-K, as amended, for the year ended June 30, 2023.

We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements we make. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments we may make or collaborations or strategic partnerships we may enter into. Except as required by law, we assume no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future.

1

THE L. S. STARRETT COMPANY

CONTENTS

			Page No.
Part I.	Financial Information:
	Item 1.	Financial Statements	3
		Condensed Consolidated Balance Sheets – March 31, 2024 (unaudited) and June 30, 2023	3
		Condensed Consolidated Statements of Operations (unaudited)– three and nine months ended March 31, 2024 and March 31, 2023	4
		Condensed Consolidated Statements of Comprehensive Income (unaudited) – three and nine months ended March 31, 2024 and March 31, 2023	5
		Condensed Consolidated Statements of Stockholders' Equity (unaudited) – three and nine months ended March 31, 2024 and March 31, 2023	5-8
		Condensed Consolidated Statements of Cash Flows (unaudited) - nine months ended March 31, 2024 and March 31, 2023	8
		Notes to unaudited Condensed Consolidated Financial Statements	9-21
	Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	16
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	23
	Item 4.	Controls and Procedures	23
Part II.	Other Information:
	Item 1.	Legal Proceedings	24
	Item 1A.	Risk Factors	24
	Item 6.	Exhibits	27
SIGNATURES			28

2

PART I.    FINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS

THE L. S. STARRETT COMPANY

Condensed Consolidated Balance Sheets (in thousands except share data) unaudited)

	03/31/2024		06/30/2023
ASSETS
Current assets:
Cash and cash equivalents	$	7,527	$	10,454
Accounts receivable (less allowance for credit losses of $515 and $449, respectively)	35,873		36,611
Inventories	58,518		65,414
Prepaid expenses and other current assets	10,192		9,723
Total current assets	112,110		122,202
Property, plant and equipment, net	45,252		39,375
Right of use assets	3,978		4,931
Deferred tax assets, net	15,953		17,056
Intangible assets, net	4,896		4,672
Goodwill	1,015		1,015
Other assets	3,425		3,551
Total assets	$	186,629	$	192,802
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	14,750	$	15,047
Accrued expenses	11,901		11,579
Current maturities of debt	2,326		4,961
Accrued compensation	5,337		6,287
Current lease liability	1,547		1,689
Total current liabilities	35,861		39,563
Other tax obligations	2,779		2,884
Long-term lease liability	2,585		3,423
Long-term debt, net of current portion	5,768		5,273
Postretirement benefit and pension obligations	9,532		12,192
Total liabilities	$	56,525	$	63,335
Contingencies (Note 12)
Stockholders' equity:
Class A Common stock $1 par (20,000,000 shares authorized; 6,967,791 outstanding at March 31, 2024 and 6,853,673 outstanding at June 30, 2023)	$	6,968	$	6,854
Class B Common stock $1 par (10,000,000 shares authorized; 536,130 outstanding at March 31, 2024 and 576,396 outstanding at June 30, 2023)	536		576
Additional paid-in capital	58,241		57,825
Retained earnings	114,310		112,147
Accumulated other comprehensive loss	(49,951)		(47,935)
Total stockholders' equity	130,104		129,467
Total liabilities and stockholders’ equity	$	186,629	$	192,802

See Notes to unaudited Condensed Consolidated Financial Statements

3

THE L. S. STARRETT COMPANY

Condensed Consolidated Statements of Operations

(in thousands except per share data)

(unaudited)

	3 Months Ended						9 Months Ended
	03/31/2024			03/31/2023			03/31/2024			03/31/2023
Net sales	$	60,767		$	61,678		$	183,479		$	188,914
Cost of goods sold	43,187			42,455			127,399			127,916
Gross profit	17,580			19,223			56,080			60,998
% of Net sales	28.9		%	31.2		%	30.6		%	32.3		%
Restructuring charges	—			—			—			244
Selling, general and administrative expenses	16,870			15,109			50,417			46,962
Operating income	710			4,114			5,663			13,792
Other (expense) income, net	(17)			(602)			(908)			(2,399)
Income before income taxes	693			3,512			4,755			11,393
Income tax expense (benefit)	55			(3,961)			2,592			(1,267)
Net income	$	638		$	7,473		$	2,163		$	12,660
Basic income per share	$	0.09		$	1.01		$	0.29		$	1.72
Diluted income per share	$	0.08		$	0.99		$	0.28		$	1.68
Weighted average outstanding shares used in per share calculations:
Basic	7,505			7,427			7,481			7,379
Diluted	7,657			7,577			7,638			7,538

See Notes to unaudited Condensed Consolidated Financial Statements

4

THE L. S. STARRETT COMPANY

Condensed Consolidated Statements of Comprehensive Income (Loss)

(in thousands)

(unaudited)

	3 Months Ended				9 Months Ended
	03/31/2024		03/31/2023		03/31/2024		03/31/2023
Net income	$	638	$	7,473	$	2,163	$	12,660
Other comprehensive (loss) income:
Currency translation (loss) gain, net of tax	(1,813)		1,545		(1,910)		1,455
Pension and postretirement plans, net of tax	(36)		(44)		(106)		(105)
Other comprehensive (loss) income	(1,849)		1,501		(2,016)		1,350
Total comprehensive (loss) income	$	(1,211)	$	8,974	$	147	$	14,010

See Notes to unaudited Condensed Consolidated Financial Statements

THE L. S. STARRETT COMPANY

Condensed Consolidated Statements of Stockholders' Equity

(in thousands) (unaudited)

For the Three and Nine-Month Period Ended March 31, 2024:

5

	Common Stock Outstanding				Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Total
	Class A		Class B
Balance June 30, 2023	$	6,854	$	576	$	57,825	$	112,147	$	(47,935)	$	129,467
Total comprehensive income (loss)	—		—		—		1,920		(2,439)		(519)
Repurchase of shares	—		(2)		(21)		—		—		(23)
Stock-based compensation	56		—		9		—		—		65
Conversion of class B to class A stock	23		(23)		—		—		—		—
Balance September 30, 2023	$	6,933	$	551	$	57,813	$	114,067	$	(50,374)	$	128,990
Total comprehensive (loss) income	—		—		—		(394)		2,272		1,878
Repurchase of shares	—		—		(3)		—		—		(3)
Issuance of stock	—		5		35		—		—		40
Stock-based compensation	17		—		205		—		—		222
Conversion of class B to class A stock	4		(4)		—		—		—		—
Balance December 31, 2023	$	6,954	$	552	$	58,050	$	113,672	$	(48,102)	$	131,126
Total comprehensive income (loss)	—		—		—		638		(1,849)		(1,211)
Repurchase of shares	—		(2)		(16)		—		—		(18)
Stock-based compensation	—				207		—		—		207
Conversion of class B to class A stock	14		(14)		—		—		—		—
Balance March 31, 2024	$	6,968	$	536	$	58,241	$	114,310	$	(49,951)	$	130,104
Balance of accumulated other comprehensive (loss) consists of:
Translation loss									$	(57,750)
Pension and postretirement plans, net of taxes									7,799
									$	(49,951)

THE L. S. STARRETT COMPANY

Condensed Consolidated Statements of Stockholders' Equity

(in thousands) (unaudited)

6

For the Three and Nine-Month Period Ended March 31, 2023:

	Common Stock Outstanding				Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Total
	Class A		Class B
Balance June 30, 2022	$	6,683	$	610	$	57,143	$	89,059	$	(51,066)	$	102,429
Total comprehensive income (loss)	—		—		—		2,056		(2,831)		(775)
Repurchase of shares	—		(1)		(5)		—		—		(6)
Stock-based compensation	76		—		109		—		—		185
Conversion of class B to class A stock	12		(12)		—		—		—		—
Balance September 30, 2022	$	6,771	$	597	$	57,247	$	91,115	$	(53,897)	$	101,833
Total comprehensive income	—		—		—		3,131		2,680		5,811
Repurchase of shares	—		—		(3)		—		—		(3)
Issuance of stock	—		34		50		—		—		84
Stock-based compensation	25		—		160		—		—		185
Conversion of class B to class A stock	7		(7)		—		—		—		—
Balance December 31, 2022	$	6,803	$	624	$	57,454	$	94,246	$	(51,217)	$	107,910
Total comprehensive income	—		—		—		7,473		1,501		8,974
Repurchase of shares	—		(1)		(6)		—		—		(7)
Stock-based compensation	—		—		179		—		—		179
Conversion of class B to class A stock	15		(15)		—		—		—		—
Balance March 31, 2023	$	6,818	$	608	$	57,627	$	101,719	$	(49,716)	$	117,056
Balance of accumulated other comprehensive (loss) consists of:
Translation loss									$	(58,621)
Pension and postretirement plans, net of taxes									8,905
									$	(49,716)

See Notes to unaudited Condensed Consolidated Financial Statements

7

THE L. S. STARRETT COMPANY

Condensed Consolidated Statements of Cash Flows

(in thousands) (unaudited)

	9 Months Ended
	03/31/2024		03/31/2023
Cash flows from operating activities:
Net income	$	2,163	$	12,660
Non-cash operating activities:
Depreciation	4,246		3,884
Amortization	812		998
Stock-based compensation	494		549
Net long-term tax obligations	(75)		(66)
Deferred taxes	991		(3,753)
Postretirement benefit and pension obligations	442		475
Changes in operating assets and liabilities:
Accounts receivable	156		7,148
Inventories	6,060		(72)
Other current assets	(606)		(1,275)
Other current liabilities	(589)		(3,255)
Prepaid pension expense	(3,179)		(1,574)
Other	208		178
Net cash provided by operating activities	11,123		15,897
Cash flows from investing activities:
Purchases of property, plant and equipment	(10,681)		(4,790)
Software development	(1,036)		(795)
Intangibles-other	—		(54)
Net cash (used in) investing activities	(11,717)		(5,639)
Cash flows from financing activities:
Proceeds from term loan borrowings	2,000		575
Proceeds from line of credit borrowings	8,000		1,000
Term debt repayments	(5,719)		(8,352)
Line of credit repayments	(6,500)		(9,500)
Proceeds from common stock issued	40		84
Shares repurchased	(44)		(16)
Net cash (used in) financing activities	(2,223)		(16,209)
Effect of exchange rate changes on cash	(110)		23
Net decrease in cash	(2,927)		(5,928)
Cash, beginning of period	10,454		14,523
Cash, end of period	$	7,527	$	8,595
Supplemental cash flow information:
Interest paid	$	615	$	1,200
Income taxes paid, net	3,132		4,395

See Notes to unaudited Condensed Consolidated Financial Statements

8

THE L. S. STARRETT COMPANY

Notes to unaudited Condensed Consolidated Financial Statements

March 31, 2024

Note 1:    Basis of Presentation and Summary of Significant Accounting Policies

The unaudited Condensed Consolidated Financial Statements as of and for the nine months ended March 31, 2024 have been prepared by The L.S. Starrett Company (the “Company”) in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions of Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by generally accepted accounting principles for complete financial statements. These unaudited Consolidated Financial Statements, which, in the opinion of management, reflect all adjustments (including normal recurring adjustments) necessary for a fair presentation, should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K, as amended, for the year ended June 30, 2023. The balance sheet as of June 30, 2023 has been derived from the audited Consolidated Financial Statements as of and for the year ended June 30, 2023. Operating results are not necessarily indicative of the results that may be expected for any future interim period or for the entire fiscal year. The Company’s “fiscal year” begins July 1st and ends June 30th.

Fair Value Measurements

Certain of the Company’s financial instruments, including cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and other liabilities are carried at cost, which approximates their fair value because of their short-term maturity. See Notes 10 and 11 within the notes to the unaudited Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q for financial assets and liabilities held at carrying amount on the unaudited Condensed Consolidated Balance Sheet.

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make judgments, assumptions and estimates that affect amounts reported in the Condensed Consolidated Financial Statements and accompanying notes. Note 1 within the notes to the Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q and Note 2 to the Company’s audited Consolidated Financial Statements included in the Annual Report on Form 10-K, as amended, for the year ended June 30, 2023 describes the significant accounting policies and methods used in the preparation of the unaudited Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q.

Note 2:    Segment Information

The segment information and the accounting policies of each segment are the same as those described in the notes to the audited Consolidated Financial Statements entitled “Financial Information by Segment” included in our Annual Report on Form 10-K, as amended, for the year ended June 30, 2023. The chief operating decision maker, who is the Company’s President and CEO, allocates resources and assesses performance based on three segments: North America Industrial "NAI", International Industrial "INI" and Global Test and Measurement "GTM".

Segment income is measured for internal reporting purposes by excluding corporate expenses, which are included in the unallocated column in the table below. Other income and expense, including interest income and expense, and income taxes are excluded entirely from the table below. There were no significant changes in the segment operations or in the segment assets

from the Annual Report on Form 10-K, as amended, for the year ended June 30, 2023. Financial results for each reportable segment are as follows (in thousands):

	NAI		INI		GTM		Unallocated		Total
Three Months ended March 31, 2024
Sales1	$	21,806	$	23,820	$	15,141	$	—	$	60,767
Operating (Loss) Income	$	(916)	$	1,785	$	2,509	$	(2,668)	710
Three Months ended March 31, 2023
Sales2	$	22,310	$	23,849	$	15,519	$	—	$	61,678
Operating Income (Loss)	$	656	$	2,416	$	2,615	$	(1,573)	$	4,114

1.Excludes $345 of NAI segment intercompany sales to the INI segment, $83 of GTM segment intercompany sales to the INI segment, $2,625 of INI segment intercompany sales to NAI and $277 of GTM intercompany sales to NAI.

2.     Excludes $243 of NAI segment intercompany sales to the INI segment, $83 of GTM segment intercompany sales to the INI segment, $3,208 of INI segment intercompany sales to NAI and $348 of GTM intercompany sales to NAI

	NAI		INI		GTM		Unallocated		Total
Nine Months ended March 31, 2024
Sales1	$	61,090	$	75,619	$	46,770	$	—	$	183,479
Operating (Loss) Income	$	(1,784)	$	6,771	$	7,400	$	(6,724)	$	5,663
Nine months ended March 31, 2023
Sales2	$	67,461	$	73,199	$	48,254	$	—	$	188,914
Operating Income (Loss)	$	1,532	$	8,902	$	8,207	$	(4,849)	$	13,792

1.Excludes $1,027 of NAI segment intercompany sales to the INI segment, $274 of GTM segment intercompany sales to the INI segment, $9,660 of INI segment intercompany sales to NAI and $1,256 of GTM intercompany sales to NAI.

2.     Excludes $1,442 of NAI segment intercompany sales to the INI segment, $519 of GTM segment intercompany sales to the INI segment, $11,825 of INI segment intercompany sales to NAI and $1,016 of GTM intercompany sales to NAI

Note 3:    Revenue from Contracts with Customers

Under ASC Topic 606, the Company is required to present a refund liability and a return asset within the unaudited Condensed Consolidated Balance Sheet. As of March 31, 2024 and June 30, 2023, the balance of the return asset was $0.2 million and $0.1 million, respectively, and the balance of the refund liability as of March 31, 2024 and June 30, 2023 were both $0.2 million. They are presented within prepaid expenses and other current assets and accrued expenses, respectively, on the Condensed Consolidated Balance Sheets.

The Company, in general, warrants its products against certain defects in material and workmanship when used as designed, for a period of up to one year. The Company does not sell extended warranties.

Contract Balances

Contract assets primarily relate to the Company’s rights to consideration for work completed but not billed at the reporting date on contracts with customers. Contract assets are transferred to receivables when the rights become unconditional. Contract

9

liabilities primarily relate to contracts where advance payments or deposits have been received, but performance obligations have not yet been met, and therefore, revenue has not been recognized. The Company had no contract asset balances, but had contract liability balances of $0.3 million and $0.3 million at March 31, 2024 and June 30, 2023, respectively, recorded in Accounts Payable in the Condensed Consolidated Balance Sheets.

Disaggregation of Revenue

The Company operates in three reportable segments: NAI, INI and GTM. ASC Topic 606 requires further disaggregation of an entity’s revenue. In the following table, the Company's net sales by shipping origin are disaggregated accordingly for the three and nine months ended March 31, 2024 and 2023 (in thousands):

	Three Months Ended				Nine Months Ended
	03/31/2024		03/31/2023		03/31/2024		03/31/2023
North America
United States	$	34,625	$	35,122	$	100,533	$	107,014
Canada & Mexico	1,952		1,931		5,502		6,209
	36,577		37,053		106,035		113,223
International
Brazil	17,891		18,160		57,530		55,465
United Kingdom	3,265		3,563		9,896		10,059
China	1,611		1,497		4,946		5,160
Australia & New Zealand	1,423		1,405		5,072		5,007
	24,190		24,625		77,444		75,691
Total Sales	$	60,767	$	61,678	$	183,479	$	188,914

Note 4:    Leases

Operating lease expense amounted to $0.5 million and $1.5 million for the three and nine months period ended for March 31, 2024 and March 31, 2023. For the three and nine months period ended March 31, 2023 operating lease expense was $0.5 million and $1.5 million. As of March 31, 2024, the Company’s right-of-use assets "ROU", lease obligations and remaining cash commitment on these leases (in thousands):

	Right-of-Use Assets	Operating Lease Obligations	Remaining Cash Commitment
Total leases	$3,978	$4,132	$4,701

The Company has other operating lease agreements with commitments of less than one year or that are not material. The Company expenses lease payments as incurred. The Company’s weighted average discount rate and remaining term on lease liabilities is approximately 9.0% and 2.7 years. As of March 31, 2024, the Company’s financing leases are not material. The foreign exchange impact affecting the operating leases are, also, not material.

In the three months and nine months ended March 31, 2024 the Company entered into no new leases and $0.3 million.

At March 31, 2024, the Company had the following fiscal year minimum operating lease commitments (in thousands):

10

	Operating Lease Commitments
2024 (Remainder of year)	$	580
2025	1,782
2026	1,486
2027	742
2028	111
Thereafter	—
Subtotal	4,701
Imputed interest	(569)
Total	$	4,132

Note 5:    Stock-based Compensation

Compensation expense related to all stock-based plans for the three and nine months ended March 31, 2024 were $0.2 million and $0.5 million as compared to the prior year three and nine months of $0.2 million and $0.5 million, respectively. 

Note 6:    Inventories

Inventories consist of the following (in thousands):

	03/31/2024		06/30/2023
Raw material and supplies	$	34,779	$	36,402
Goods in process and finished parts	21,298		20,978
Finished goods	32,534		34,414
	88,611		91,794
LIFO Reserve	(30,093)		(26,380)
	$	58,518	$	65,414

Of the Company’s $58.5 million and $65.4 million total inventory at March 31, 2024 and June 30, 2023, respectively, the $30.1 million and $26.4 million LIFO reserves belong to the U.S. Precision Tools and Saws Manufacturing “Precision Tools.” business. The Precision Tools business total inventory was $40.5 million on a FIFO basis and $10.4 million on a LIFO basis at March 31, 2024. The Precision Tools business had total Inventory, on a FIFO basis, of $38.1 million and $11.7 million on a LIFO basis as of June 30, 2023. The use of LIFO, as compared to FIFO, during the nine months ended March 31, 2024 resulted in a $3.8 million increase in the cost of goods sold in the nine months ended March 31, 2024 compared to a $0.4 million decrease in the nine months ended March 31, 2023.

Note 7:    Goodwill and Intangible Assets

Amortizable intangible assets consist of the following (in thousands):

	03/31/2024		6/30/2023
Trademarks and trade names	$	2,070	$	2,070
Customer relationships	630		630
Software development	10,099		11,149
Other intangible assets	105		105
Gross intangible assets	12,904		13,954
Accumulated amortization and impairment	(8,008)		(9,282)
Net intangible assets	$	4,896	$	4,672

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The estimated useful lives of the intangible assets subject to amortization range between 5 years for software development and 20 years for trademark and trade name assets. For the periods ending three and nine months ended March 31, 2024 the amortization expense was $0.3 million and $0.8 million, respectively.

The goodwill balance at March 31, 2024, was gross $4.7 million and accumulated impairment of $3.7 million. There is no change in the three and nine months ended March 31, 2024.

Note 8:    Accrued Expenses

The following table represents accrued expenses from the Condensed Consolidated Balance Sheets (in thousands):

	03/31/2024		06/30/2023
Sales related programs (commissions, rebates, distributor programs, warranty and related)	$	2,796	$	2,590
Income taxes	46		509
Professional fees	1,575		2,237
Other	1,355		1,499
Current portion pension cost	2,225		2,216
Taxes other than income tax	3,123		1,888
Workers compensation and employee deposits	437		491
Freight	344		149
Total	$	11,901	$	11,579

Note 9:     Pension and Post-retirement Benefits

The Company has two defined benefit pension plans, one for U.S. employees which was frozen for new participants in 2016 and another for U.K. employees frozen for new participants in 2009. The Company has a postretirement medical insurance benefit plan for U.S. employees which remains open. The Company also has defined contribution plans.

Net periodic benefit costs for the Company's defined benefit pension plans are located in Other (expense), net in Condensed Consolidated Statements of Operations except (in the table below) for service cost. Service cost are in cost of sales and selling, general and administrative expenses, allocated on headcount. Net periodic benefit costs consist of the following (in thousands):

	Three Months Ended				Nine Months Ended
	03/31/2024		03/31/2023		03/31/2024		03/31/2023
Interest cost	$	1,537	$	1,464	$	4,591	$	4,354
Expected return on plan assets	(1,084)		(1,015)		(3,231)		(3,007)
Amortization of net loss	10		10		30		30
Expected net cost (benefit) total	$	463	$	459	$	1,390	$	1,377

Net periodic benefit costs for the Company's Postretirement Medical Plan consists of the following (in thousands):

	Three Months Ended				Nine Months Ended
	03/31/2024		03/31/2023		03/31/2024		03/31/2023
Service cost	$	5	$	6	$	14	$	17
Interest cost	17		18		52		53
Amortization of prior service credit	(369)		(369)		(1,106)		(1,106)
Amortization of net loss	30		44		92		133
Total net (benefit)	$	(317)	$	(301)	$	(948)	$	(903)

For the three months and nine months ended March 31, 2024, the Company contributed in the U.S. $1.1 million and $2.4 million. In the UK pension plans the Company contributed $0.2 million and $0.7 million for the same periods.

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The Company’s pension plans use fair value as the market-related value of plan assets and recognize net actuarial gains or losses in excess of ten percent (10%) of the greater of the market-related value of plan assets or of the plans’ projected benefit.

Note 10:     Debt

Debt is comprised of the following (in thousands):

	03/31/2024		06/30/2023
Short-term and current maturities
Loan and Security Agreement (Term Loan)	$	1,004	$	1,495
Brazil Loans	1,322		3,466
Subtotal short-term and current maturities	2,326		4,961
Long-term debt (net of current portion)
Loan and Security Agreement (Term Loan)	1,625		1,957
Loan and Security Agreement (Line of Credit)	4,397		2,897
Brazil Loans	74		827
Debt reacquisition cost	(328)		(408)
Subtotal long-term debt	5,768		5,273
Total debt	$	8,094	$	10,234

On April 29, 2022, the Company and certain of the Company’s domestic subsidiaries entered into a Loan and Security agreement (the "Loan and Security Agreement") with HSBC Bank USA ("the Lender"). The Company incurred debt re-acquisition cost of $0.5 million which are recorded net of debt and amortized over five years.

These new credit facilities replaced the Company’s previous TD Bank credit facilities and are comprised of a $30 million revolving Loan and Security Agreement Line of Credit ("Line of Credit") with a $10 million uncommitted accordion provision, a Loan and Security Agreement Term Loan ("the Term Loan") with original principal of $12.1 million and a $7 million Capital Expenditure draw down credit facility (collectively, the "Facilities"). The Facilities are secured by a valid first-priority security interest on substantially all existing and future assets of the Company and its domestic subsidiaries.

The interest rate on the Facilities is based on a grid which uses the percentage of the remaining availability of the revolving credit line to determine the floating margin to be added to the one month or three months Secured Overnight Financing Rate, (SOFR). The Facilities mature on April 29, 2027.

Availability under the revolving line of credit is secured by and subject to a borrowing base comprised of eligible inventory and accounts receivable. The percentage of receivables included in the borrowing base is 90% for domestic investment grade and foreign insured accounts, 85% for domestic accounts that are neither investment grade nor insured, and 75% of foreign uninsured accounts. The percentage of inventory included in the borrowing base is the lower of 65% of the value of eligible inventory at cost or 85% of the net orderly liquidation value of eligible inventory at cost. Receivables and inventory are reported monthly to HSBC and subject to an annual field exam and inventory appraisal by an independent auditor commissioned by the Bank. The Company believes that the agreement provides an initial borrowing base sufficient for current domestic working capital needs and flexibility to accommodate potential growth-related working capital needs.

Availability under the Line of Credit remains subject to a borrowing base comprised of accounts receivable, inventory, and real estate. The Company believes that the borrowing base will consistently produce availability under the Line of Credit of $30.0 million. A 0.25% commitment fee is charged on the unused portion of the Line of Credit.

Availability under the Term Loan was comprised of 70% of the fair market value of the Borrower's eligible real estate, which included facilities located in Westlake, Ohio, and Waite Park, Minnesota and totaled $4.6 million; and 85% of the net orderly liquidation value of the Borrowers’ machinery and equipment, capped at $7.5 million. The real estate portion of the Term facility is subject to a 12.5 year straight line amortization paid quarterly, and the machinery and equipment portion of the facility is subject to a 6.67 year straight line amortization, also paid quarterly. The Term Loan is subject to equal quarterly installments of $373,650, payable on the last day of each fiscal quarter.

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The capital expenditure loan facility is available for the purchase of new machinery and equipment at 80% of the net invoice value of new machinery and equipment purchases, with a draw period of eighteen months past the closing date, with any amount outstanding under the facility subject to a 3.75% amortization rate per quarter.

The Facilities contain financial covenants with respect to a minimum fixed charge coverage ratio of 1.00, measured on a trailing twelve-month basis, for both the U.S. borrowing companies tested quarterly and the Condensed Consolidated L.S. Starrett Company tested semi-annually. The Loan and Security agreement also contains the customary affirmative and negative covenants, including limitations on indebtedness, liens, acquisitions, asset dispositions, fundamental corporate changes, excess pension contributions, and certain customary events of default. Upon the occurrence or continuation of an event of default, the Lender may terminate all commitments and facilities, and require the immediate payment of the entire unpaid principal balances, accrued interest, and all other obligations.

The Company’s Brazilian subsidiary incurs short-term loans with local banks in order to support the Company’s strategic initiatives. The loans are backed by the entity’s US dollar denominated export receivables. The Company’s Brazilian subsidiary has the following loans of March 31, 2024 (in thousands):

Lending Institution	Interest Rate	Beginning Date	Ending Date	Outstanding Balance
Itau	4.52%	October 2021	September 2024	$	1,143
Brasil	4.95%	August 2022	July 2025	221
Brasil	3.80%	September 2022	August 2024	32
Total Brazilian short-term loans				$	1,396

Note 11:     Income Taxes

Tax expense for the three month period ended March 31, 2024 was $0.1 million on profit before tax of $0.7 million (an effective tax rate of 14%). The effective rate for the three months ended March 31, 2024 was lower than the U.S. statutory tax rate of 21% due in part to a discrete tax benefit of $0.1 million related to the reversal of uncertain tax positions due to the lapse in the statute of limitations and tax credits and permanent deductions generated from research expenses, offset by the jurisdictional mix of earnings, particularly Brazil with a statutory rate of 34% and foreign losses not benefited.

During the three month period ended March 31, 2023 the Company recorded a discrete tax benefit of $5.0 million related to the Company’s partial release of its valuation allowance against its U.S. foreign tax credits and state net operating losses carryforwards, which are expected to be utilized based on demonstrated profitability and current and future forecast income. Excluding the tax benefit related to the partial release of valuation allowance of 144%, the effective tax rate for the three months ended March 31, 2023 was higher than the U.S. statutory tax rate of 21% primarily due to the GILTI provisions and the jurisdictional mix of earnings, particularly Brazil with a statutory rate of 34%, and non-creditable foreign withholding tax.

Tax expense for the nine month period ended March 31, 2024 was $2.6 million on profit before tax of $4.8 million (an effective tax rate of 51%). During the nine month period ended March 31, 2024, the Company recorded a discrete tax expense of $1.3 million related to IRS Notice 2023-55 released in July 2023 which grants taxpayers temporary relief from applying these final foreign tax credit regulations for tax years beginning on or after December 28, 2021 and ending on or before December 31, 2023 and IRS Notice 2023-80 released in December 2023 which modifies the temporary relief period from applying the final foreign tax credit regulations to tax years beginning on or after December 28, 2021 and ending before the date that notice or guidance withdrawing or modifying the temporary relief is issued. Other than this discrete tax expense recorded, the effective rate for the nine months ended March 31, 2024 was higher than the U.S. statutory tax rate of 21% primarily due to the jurisdictional mix of earnings, particularly Brazil with a statutory rate of 34%, offset by tax credits and permanent deductions generated from research expenses.

Tax expense for the nine months ended March 31, 2023 was a benefit of $1.3 million on profit before tax of $11.4 million (an effective tax rate of 11%). During the nine months ended March 31, 2023, the Company recorded a discrete tax benefit of $5.0 million related to the Company’s partial release of its valuation allowance against its U.S. foreign tax credits and state net operating losses carryforwards, which are expected to be utilized based on demonstrated profitability and current and future forecast income. In addition the Company used current forecasts of future taxable income. Excluding the tax benefit related to the partial release of valuation allowance of 44%, the effective tax rate for the nine months ended March 31, 2023 was higher than the U.S. statutory tax rate of 21% primarily due to the GILTI provisions and the jurisdictional mix of earnings, particularly Brazil with a statutory rate of 34%, and non-creditable foreign withholding tax.

14

The Company has considered the positive and negative evidence to determine the need for a valuation allowance offsetting the deferred tax assets in the U.S. and has concluded that a partial valuation allowance is required against foreign tax credit carryforwards and certain state net operating loss carryforwards at March 31, 2024 and June 30, 2023. The Company had long term tax obligations related primarily to transfer pricing adjustments at March 31, 2024 and June 30, 2023.

Note 12: Contingencies

The Company is involved in certain legal matters, which arise, in the normal course of business. Although the outcomes of these legal matters are inherently difficult to predict, management does not expect the resolution of these legal matters to have a material adverse effect on the Company’s financial condition, results of operations or cash flows.

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ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

Use of Non- GAAP Financial Measures

In "Management's discussion and analysis on financial condition and results of operations" in this Quarterly Report on Form 10-Q, we discuss non- GAAP financial measures related to currency-neutral sales, adjusted operating income, and adjusted net income and earnings per share.

We present these non- GAAP financial measures because we believe they assist investors in comparing our performance across reporting periods on a consistent basis by eliminating items that we do not believe are indicative of our core operating performance. Such non- GAAP financial measures assist investors in understanding the ongoing operating performance of the Company by presenting financial results between periods on a more comparable basis. Such measures should be considered in addition to, and not in lieu of, the financial measures calculated and presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Currency-neutral sales are calculated using actual exchange rates in use during the comparative prior year period to enhance the visibility of the underlying business trends excluding the impact of translation arising from foreign currency exchange rate fluctuations. Adjusted operating income adjusts for restructuring costs and the merger transaction costs in order to show comparative operational performance. As disclosed on Form 8-K, nn March 8, 2024, the Company entered into an Agreement and Plan of Merger with Uhu Inc., a Delaware corporation and an affiliate of MiddleGround Capital. We include a reconciliation of currency-neutral sales and adjusted operating income to its comparable GAAP financial measures.

References to currency-neutral sales and adjusted operating income should not be considered in isolation or as a substitute for other financial measures calculated and presented in accordance with GAAP and may not be comparable to similarly titled non- GAAP financial measures used by other companies. In evaluating these non-GAAP financial measures, investors should be aware that in the future we may incur expenses or be involved in transactions that are the same as or similar to some of the adjustments in this presentation. Our presentation of non-GAAP financial measures should not be construed to imply that its future results will be unaffected by any such adjustments. Non-GAAP financial measures have limitations as analytical tools, and investors should not consider them in isolation or as a substitute for analysis of our results as reported under GAAP.

Please see Note 3 within the notes to the unaudited Condensed Consolidated Financial Statement in this Quarterly Report on Form 10-Q regarding segment results of operations. The Company’s business is aggregated into three reportable segments: North American Industrial "NAI", International Industrial "INI" and Global Test and Measurement "GTM". Segment income is measured for internal reporting purposes by excluding corporate expenses, which are included in the unallocated column in the following tables as well as Note 3. These tables provided in Note 3 are included to better explain our consolidated operational performance by showing more detail by business segment and reconciling GAAP operating income and adjusted operating income.

The following table represents key results of operations on a consolidated basis for the three months and nine months ended March 31, 2024 and March 31, 2023:

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	Three Months Ended										Nine Months Ended
(Amounts in thousands)	03/31/24			03/31/23			$ Change favorable (unfavorable)		% Change		03/31/24			03/31/23			$ Change favorable (unfavorable)		% Change
Net sales	$	60,767		$	61,678		$	(911)	(1.5)	%	$	183,479		$	188,914		$	(5,435)	(2.9)	%
Gross margin	17,580			19,223			(1,643)		(8.5)	%	56,080			60,998			(4,918)		(8.1)	%
% of net sales	28.9		%	31.2		%					30.6		%	32.3		%
Selling, general and administrative expenses	16,070			15,109			(961)		(6.4)	%	50,417			46,962			(3,455)		(7.4)	%
% of net sales	27.8		%	24.5		%					27.5		%	24.9		%
Restructuring charges	—			—			—		—	%	—			244			244		(100.0)	%
Transaction merger expenses	800			—			(800)		(100.0)	%	—			—			—		—	%
Operating income	710			4,114			(3,404)		(82.7)	%	5,663			13,792			(8,129)		(58.9)	%
Other income, net	(17)			(602)			585		(97.2)	%	(908)			(2,399)			1,491		62.2	%
Income before income taxes	693			3,512			(2,819)		(80.3)	%	4,755			11,393			(6,638)		(58.3)	%
Income tax expense	55			(3,961)			(4,016)		101.4	%	2,592			(1,267)			(3,859)		304.6	%
Net income	$	638		$	7,473		(6,835)		(91.5)	%	$	2,163		$	12,660		(10,497)		(82.9)	%

GAAP to Non-GAAP reconciliation:
	Three Months Ended							Nine Months Ended
(Amounts in thousands)	03/31/24		03/31/23		$ Change favorable (unfavorable)	% Change		03/31/24		03/31/23		$ Change favorable (unfavorable)	% Change
Operating income as reported	710		4,114		(3,404)	(82.7)	%	5,663		13,792		(8,129)	(58.9)	%
Add back restructuring charges	—		—		—	—	%	—		244		(244)	(100.0)	%
Add back transaction charges	800		—		—	100.0	%	1,000		—		1,000	100.0	%
Non- GAAP adjusted operating income	1,510		4,114		(2,604)	(63.3)	%	6,663		14,036		(7,373)	(52.5)	%
% of net sales	2.5	%	6.7	%				3.6	%	7.4	%

The following table represents key results of operations for three months ending March 31, 2024 and 2023 based on our business aggregated into three reportable segments: North American Industrial "NAI", International Industrial "INI" and Global Test and Measurement "GTM" as reflected in the table below:

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	Three Months Ended March 31, 2024														Three Months Ended March 31, 2023
(Amounts in thousands)	NAI			INI			GTM			Corporate		Total			NAI			INI			GTM			Corporate			Total
Net sales	$	21,806		$	23,820		$	15,141		$	—	$	60,767		$	22,310		$	23,849		$	15,519		$	—		$	61,678
Gross margin	3,892			8,209			5,478			—		17,579			4,712			8,543			5,968			—			19,223
% of net sales	17.8		%	34.5		%	36.2		%	—		28.9		%	21.1		%	35.8		%	38.5		%	—		%	31.2		%
Selling, general and administrative expenses	4,809			6,424			2,969			1,868		16,070			4,056			6,127			3,353			1,573			15,109
% of net sales	22.1		%	27.0		%	19.6		%			26.4		%	18.2		%	25.7		%	21.6		%				24.5		%
Transaction Cost	—			—			—			800		800			—			—			—			—			—
Operating income (loss)	$	(917)		$	1,785		$	2,509		$	(2,668)	$	710		$	656		$	2,416		$	2,615		$	(1,573)		$	4,114
% of net sales	(4.2)		%	7.5		%	16.6		%			1.2		%	2.9		%	10.1		%	16.9		%				6.7		%
Add back restructuring expenses	—			—			—			—		—			—			—			—			—			—
Add back transaction expenses	—			—			—			800		800			—			—			—			—			—
Non-GAAP adjusted operating income	$	(917)		$	1,785		$	2,509		$	(1,868)	$	1,510		$	656		$	2,416		$	2,615		$	(1,573)		$	4,114
% of net sales	(4.2)		%	7.5		%	16.6		%			2.5		%	2.9		%	10.1		%	16.9		%				6.7		%

The following table represents key results of operations for nine months ending March 31, 2024 and 2023 based on our business aggregated into three reportable segments: North American Industrial "NAI", International Industrial "INI" and Global Test Measurement "GTM".

	Nine Months Ended March 31, 2024														Nine Months Ended March 31, 2023
(Amounts in thousands)	NAI			IAI			GTM			Corporate		Total			NAI			INI			GTM			Corporate		Total
Net sales	$	61,090		$	75,619		$	46,770		$	—	$	183,479		$	67,461		$	73,199		$	48,254		$	—	$	188,914
Gross profit	12,024			26,951			17,105			—		56,080			14,725			27,630			18,643			—		60,998
% gross margin	19.7		%	35.6		%	36.6		%			30.6		%	21.8		%	37.7		%	38.6		%			32.3		%
Selling, general and administrative expenses	13,808			20,180			9,705			5,724		49,417			13,193			18,484			10,436			4,849		46,962
% of net sales	22.6		%	26.7		%	20.8		%			26.9		%	19.6		%	25.3		%	21.6		%			24.9		%
Restructuring charges	—			—			—			—		—			—			244			—					244
Merger transaction expenses	—			—			—			1,000		1,000			—			—			—			—		—
Operating income (loss)	$	(1,784)		$	6,771		$	7,400		$	(6,724)	$	5,663		$	1,532		$	8,902		$	8,207		$	(4,849)	$	13,792
% of net sales	(2.9)		%	9.0		%	15.8		%			3.1		%	2.3		%	12.2		%	17.0		%			7.3		%
Add back restructuring charges	—			—			—			—		—			—			244			—			—		244
Add back transaction expenses	—			—			—			1,000		1,000			—			—			—			—		—
Non-GAAP adjusted operating income	$	(1,784)		$	6,771		$	7,400		$	(5,724)	$	6,663		$	1,532		$	9,146		$	8,207		$	(4,849)	$	14,036
% of net sales	(2.9)		%	9.0		%	15.8		%			3.6		%	2.3		%	12.5		%	17.0		%			7.4		%

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Non-GAAP Measure Reconciliation: Fiscal 2024 Q3 "Currency Neutral" Net Sales
	Fiscal Year		Comparison to three month ending 3/31/2024					Fiscal Year		Comparison to Nine month ending 3/31/2023
(Amounts in Thousands)	03/31/2024		03/31/2023		$ Change	% Change		03/31/2024		03/31/2023		$ Change	% Change
Net sales, as reported	$	60,767	61,678		(911)	(1.5)	%	$	183,479	188,914		(5,435)	(2.9)	%
Currency neutralizing adjustment*	(923)		—		(923)	(1.5)	%	(3,909)		—		(3,909)	(2.1)	%
Q3 FY24 currency neutral net sales	59,844		61,678		(1,834)	(3.0)	%	179,570		188,914		(9,344)	(4.9)	%
NAI net sales, as reported	$	21,806	$	22,310	(504)	(2.3)	%	$	61,090	$	67,461	(6,371)	(9.4)	%
Currency neutralizing adjustment*	(67)		—		(67)	(0.3)	%	(238)		—		(238)	(0.4)	%
Q3FY24 currency neutral NAI net sales	21,739		22,310		(571)	(2.6)	%	60,852		67,461		(6,609)	(9.8)	%
INI net sales, as reported	$	23,820	$	23,849	(29)	(0.1)	%	$	75,619	80,548		(4,929)	(6.1)	%
Currency neutralizing adjustment*	(849)		—		(849)	(3.6)	%	(3,609)		—		(3,609)	(4.5)	%
Q3FY24 currency neutral INI net sales	22,971		23,849		(878)	(3.7)	%	72,010		$	73,199	(1,189)	(1.6)	%
GMT net sales as reported	$	15,141	$	15,519	(378)	(2.4)	%	$	46,770	$	48,254	(1,484)	(3.1)	%
Currency neutralizing adjustment*	(7)		—		(7)	(0.1)	%	(63)		—		(63)	(0.1)	%
Q3FY24 currency neutral GMT net sales	15,134		15,519		(385)	(2.5)	%	46,707		48,254		(1,547)	(3.2)	%
*"Currency Neutralizing Adjustment" = Change when converting Q3FY24 sales in non USD functional currencies at the same exchange rates used in the comparison period

U.S. GAAP to Non-GAAP Reconciliation: Net Income and Diluted EPS:

	Three Months Ended				Nine Month Ended
	03/31/24		03/31/2023		03/31/24		03/31/2023
Net income	$	638	$	7,473	$	2,163	$	12,660
Add back restructuring expenses	—		—		—		244
Add back transaction expense	800		—		1,000		—
Non-GAAP adjusted Net Income	$	1,438	$	7,473	$	3,163	$	12,904
Shares diluted	7,577		7,492		7,538		7,480
Diluted EPS as reported	$	0.08	$	0.99	$	0.28	$	1.68
Non-GAAP adjusted diluted EPS	$	0.19	$	0.99	$	0.41	$	1.71

Three-months and Nine-months Ended March 31, 2024 and March 31, 2023

Overview

Through the first nine months of Fiscal 2024 ended March 31, 2024, total order intake was 1.9% higher than the comparative period ended March 31, 2023. Our global industrial businesses saw a net 1.5% increase in order intake, with international orders up 9.4% and North American orders down 7.1% compared to the prior year nine months ending March 31, 2023. GTM order intake was 3.4% higher in the nine months ended March 31, 2024 as compared to March 31, 2023. Order intake at our precision granite business, whose capacity expansion project was recently completed, is up 16.8%. This offsets lower order intake for our laser in-line measurement systems.

Net sales in the three months ended March 31, 2024 were $60.8 million, a decrease of $0.9 million, or 1.5% compared to $61.7 million in the three months ended March 31, 2023. Net sales in the nine months ended March 31, 2024 were $183.5

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million, compared to $188.9 million for the nine months ended March 31, 2023, representing an decline of $5.4 million, or 2.9%.

Foreign currency translation has had a positive impact on sales of $3.9 million over the nine months of fiscal 2024 as the United States Dollar had strengthened compared to other currencies in the first quarter and early second quarter of the fiscal year but had begun to weaken during the latter part of the second and during the third quarters. Currency neutral net sales for the quarter ended March 31, 2024 were $59.8 million, a decrease of $1.8 million or 3.0% compared to $61.7 million in the quarter ended March 31, 2023. For the nine months ended March 31, 2024, currency neutral net sales of $179.6 million were a decrease of $9.3 million or 4.9% as compared to $188.9 million, for the nine months ended March 31, 2023.

Operating income in the three months ended March 31, 2024 of $0.7 million or 1.2% of sales, was $3.4 million or 82.7% lower than the operating income reported for three months ended March 31, 2023. Operating income in the nine months ended March 31, 2024 of $5.7 million was $8.1 million or 58.9% as compared to the nine months ended March 31, 2023. There were no restructuring expenses in the three months ended March 31, 2024 as well as in the three months ended March 31, 2023, however, non-recurring transactions expenses of $0.8 million and in the nine months ended March 31, 2024 transaction cost were $1.0 million.

For the three and nine months ended March 31, 2024 other expense was $0.0 million and $0.9 million, respectively. For the three and nine months ended March 31, 2023 other expense was $0.6 million and $2.4 million with the big driver being interest expense of $0.4 million and $1.2 million in the three and nine months ended March 31, 2023.

Net income for the three months ended March 31, 2024 was $0.6 million, a decrease of $6.8 million or 91.5% compared to Net Income reported for the three months ended March 31, 2023 of $7.5 million. Net Income was $1.4 million adjusted for the non-gap add back $0.8 million for the transaction expense incurred in the three months ended March 31, 2024 and $1.0 million for the nine months ended March 31, 2024.

Net income for the nine months ended March 31, 2024 was $2.2 million as compared to $12.7 million for the nine months ended March 31, 2023 which included $0.2 million of restructuring expense. Diluted earnings per share "EPS" were $0.08 compared to $0.99 in the three months ended March 31, 2023 and $0.28 in the nine months ending March 31, 2024 versus $1.68 in the months ended March 31, 2023.

Net Sales

The Company’s net sales for the quarter ended March 31, 2024 were $60.8 million which was $0.9 million or 1.5% lower versus $61.7 million for the quarter ended March 31, 2023. This decrease is primarily driven by an 2.1% decrease in volume and a 1.2% decrease due to mix. North America Industrial sales for the quarter ended March 31, 2024 were $21.8 million which was a decrease of $0.5 million or 2.3% versus $22.3 million in quarter ended March 31, 2023, driven by an 7.7% decrease in volume partially offset by an increase of 5.5% due to price. NAI net sales were negatively impacted by labor shortages experienced by our precision measuring tools production. INI net sales for the quarter ended March 31, 2024 were $23.8 million which was flat compared to the $23.8 million for the quarter ended March 31, 2023, primarily driven by a 2.2% decline in volume and 1.6% due to pricing impact, offset by a favorable impact of 5.0% from currency translation. GTM net sales for the quarter ended March 31, 2024 were $15.1 million, a decrease of $0.4 million or 2.4% from $15.5 million for the quarter ended March 31, 2023, primarily due to volume declines in our in-line laser measuring system sales, which have been impacted by reductions of capital expenditure in the automotive sector and the auto workers' strike in the first quarter of fiscal 2024.

Consolidated net sales in the nine months ended March 31, 2024 were $183.5 million, a decline of $5.4 million, or 2.9% compared to $188.9 million for the same nine-month period ended March 31, 2023. Overall this was driven by increases due to pricing actions of 0.5% and currency translation of 2.1% offset by volume reductions of 5.5%. During the nine months ended March 31, 2024 as compared to 2023, NAI sales decreased $6.4 million or 9.4%, INI sales increased $2.4 million or 3.3%, and GTM sales declined by $1.5 million or 3.1%. NAI sales increased 4.0% due to pricing actions and 0.4% due to currency translation, but were offset by volume declines of 13.8%. INI sales increased $2.4 million or 3.3%, with 1.8 % attributed to volume increases and 4.9% due to currency translation, offset by 3.4% of pricing reduction. GTM net sales declined $1.5 million or 3.1% to $46.8 million during the nine months ended March 31, 2024. Continued increases of sales of our precision granite measuring products have been offset by sales declines of our in-line laser measuring systems, which have been impacted by reductions of capital expenditure in the automotive sector and the auto workers' strike in the first quarter of fiscal 2024.

Gross Profit

Consolidated gross profit decreased $1.6 million or 8.5% for the three months, and $4.9 million or 8.1% for the nine months ended March 31, 2024 as compared to the year prior. Gross profit was $17.6 million and $56.1 million for the three months and nine months ended March 31, 2024 compared to $19.2 million and $61.0 million for the three months and nine months ended

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March 31, 2023. Gross margin decreased 2.3 percentage points for the three months, and 1.7 percentage points for the nine months ended March 31, 2024 compared to the prior year. Gross margin has been impacted by lower volumes resulting in lower factory utilization, and overall company mix as high margin sales of our in-line laser measuring systems has declined in the comparative periods.

For the three months ended March 31, 2024, NAI gross profit declined $0.8 million or 3.3% to $3.9 million versus $4.7 million in the three months ended March 31, 2023. NAI gross margin declined from 21.1% to 17.8% compared to the three-month period ended March 31, 2023. For the nine-month period ended March 31, 2024, NAI gross margin declined from 21.8% to 19.7%, compared to the prior period, primarily due to lower factory utilization.

INI gross profit declined $0.3 million on flat sales in the three months ended March 31, 2024 as compared to 2023, and declined 0.7 million on $2.4 million higher sales for the nine months ended March 31, 2024 as compared to 2023. INI gross margin decreased 1.3 percentage points from 35.8% of sales at the end of the three-month period ended March 31, 2023 to 34.5% for the three-month period ended March 31, 2024, and for the nine month period from 37.7% to 35.6% from March 31, 2023 to March 31, 2024 respectively. INI gross margin was affected by a shift in selling mix in the current period with higher volume on lower margin products, lower factory utilization, and some targeted pricing reductions on certain products in European markets and in Brazil.

For the three months ended March 31, 2024, GTM gross profit decreased $0.5 million to $5.5 million from $6.0 million in the three months ended March 31, 2023. Gross margin measured as a percent of net sales declined 2.3 percentage points from 38.5% in the three-months ended March 31, 2023 to 36.2% the three months ended March 31, 2024, and from 38.6% to 36.6% for the nine month period ended March 31, 2024 compared to March 31, 2023. The GTM gross margin decline is due to mostly mix but also a decline in volume as higher margin sales of in-line laser measuring systems has declined disproportionately during the comparative period.

Selling, General and Administrative Expenses

Selling, general and administrative expenses increased $1.8 million or 11.7% during the quarter ended March 31, 2024 to $16.9 million compared to the quarter ended March 31, 2023, representing 27.8% of net sales for the quarter ended March 31, 2024 compared to 24.5% of net sales at $15.1 million in the prior year quarter ended March 31, 2023. Some of this increase, $0.2, million is due to foreign exchange translation as the United States Dollar has weakened compared to the Brazilian Real. The company continues to invest in new growth initiatives and has also incurred some one-time expenses related to the merger transaction. For the three months ended March 31, 2024 the transaction expenses in general and administrative cost were $0.8 million.

Selling, general and administrative expenses increased $3.5 million or 7.4% during nine months ended March 31, 2024 compared to 2023, from $47.0 million to $50.4 million. As a percentage of net sales it went from 24.9% for the nine months ended March 31, 2023 to 27.5% for the nine months ended March 31, 2023. This increase is partially due to the translation of foreign currencies into United States Dollars, explaining $0.9 million of the increase. In addition, the Company has invested in some sales growth initiatives during the current fiscal year, and incurred some one-time expenses related to the merger transaction. For the nine months ended March 31, 2024 the merger transaction expenses in general and administrative cost were $1.0 million.

Other (Expense) Income

For the three and nine months ended March 31, 2024 other expense was $0.0 million and $0.9 million, respectively. For the three and nine months ended March 31, 2023 other expense was $0.6 million and ,$2.4 million respectively. For the three and nine months ended March 31, 2024 interest income was $0.0 million and $0.4 million, interest expense was $0.1 million and $0.6 million, foreign exchange gain was $0.2 million and $0.1 million, pension cost were $0.1 million and $0.4 million and all other were a gain of $0.1 and a expense of $0.5 million.

Income Taxes

In the three month period ended March 31, 2024, the Company recognized income tax expense of $0.1 million on profit before tax of $0.7 million (an effective tax rate 14%) as compared to income tax benefit of $4.0 million on profit before tax of $3.5 million (an effective tax rate of 113%), in the three month period ended March 31, 2023. The lower effective tax rate in the three month period ended March 31, 2024, when compared with the three month period ended March 31, 2023 is primarily due to the discrete tax benefit of $5.0 million recognized for the three month period ended March 31, 2023 for the release of valuation allowance against a portion of its U.S. deferred tax assets. At the end of each reporting period management considers

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all evidence, both positive and negative, that could affect the view of the future realization of deferred tax assets. Based upon cumulative profitability in the US and increases in future taxable income projections, management has determined during the three month period ended March 31, 2023, there is sufficient positive evidence to release a portion of valuation allowance previously provided against its foreign tax credits and certain state net operating losses.

In the nine month period ended March 31, 2024, the Company recognized income tax expense of $2.6 million on profit before tax of $4.8 million (an effective tax rate 51%) as compared to income tax benefit of $1.3 million on profit before tax of $11.4 million (an effective tax rate of 11%), in the nine month period ended March 31, 2023. The higher effective tax rate in the three month period ended March 31, 2024, when compared with the three month period ended March 31, 2023 was primarily due to a discrete tax expense of $1.3 million recognized in the nine month period ended March 31, 2024 related to IRS Notice 2023-55 released in July 2023 which grants taxpayers temporary relief from applying these final foreign tax credit regulations for tax years beginning on or after December 28, 2021 and ending on or before December 31, 2023 and IRS Notice 2023-80 released in December 2023 which modifies the temporary relief period from applying the final foreign tax credit regulations to tax years beginning on or after December 28, 2021 and ending before the date that notice or guidance withdrawing or modifying the temporary relief is issued, offset by a discrete tax benefit of $5.0 million recognized in the nine month period ended March 31, 2023 for the release of valuation allowance against a portion of its U.S. deferred tax assets.

LIQUIDITY AND CAPITAL RESOURCES

Cash flows (in thousands)	Nine Months Ended
	03/31/2024		03/31/2023
Cash provided by operating activities	$	11,123	$	15,897
Cash (used in) investing activities	(11,717)		(5,639)
Cash (used in) financing activities	(2,223)		(16,209)
Effect of exchange rate changes on cash	(110)		23
Net (decrease) in cash	$	(2,927)	$	(5,928)

Net cash flows for the nine months ended March 31, 2024 provided a decrease in cash of $2.9 million compared to a decrease in cash of $5.9 million for the nine months ended March 31, 2023. The Company paid down $2.2 million in debt and cash provided by operations was $11.1 million. The Company reduced inventory levels in the three months ended March 31, 2024 by $2.8 million and decreased $6.9 million during the nine months ended March 31, 2024. Net income in the three months ended March 31, 2024 of $2.2 million, accounts receivable change of $0.2 million and inventory change mentioned above were partially offset by all other working capital requirements of $4.2 million, of which $3.2 million were prepaid pension expense while other non-cash operating activities totaled $6.9 million.

The Company believes it maintains sufficient liquidity and has the resources to fund its operations and cash expected to be provided by future operating activities are adequate to satisfy working capital, capital expenditure requirements and other contractual obligations for at least the next 12 months from the date of the financial statements included in this Quarterly Report on Form 10-Q.

On April 29, 2022, the Company and certain of the Company’s domestic subsidiaries entered into a new Loan and Security agreement (the "Loan and Security Agreement") with HSBC Bank USA. These new credit facilities ("the facilities") replaced the Company’s previous TD Bank credit facilities and are comprised of a $30 million revolving line of credit with a $10 million uncommitted accordion provision, a $12.1 million term loan and a $7 million capital expenditure draw down credit facility. The Facilities are secured by a valid first-priority security interest on substantially all existing and future assets of the Company and its domestic subsidiaries. At March 31, 2024 the Company has excess availability on the revolving line of credit and the capital expenditure drawn down facility of $27.3 million.

The Company has approved a $5 million dollar expansion at our precision granite manufacturing facility in Waite Park, MN in order to meet continued high demand for its products anticipated over the next several years. The project is expected to continue throughout fiscal 2023 and into the first quarter of fiscal 2024, and will be financed by use of the $7 million capital expenditure draw down facility which remains unused, and a combination of the revolving line of credit and current cash availability.

The effective interest rate on the borrowings under the Loan and Security Agreement during the nine months ended March 31, 2024 and 2023 was 8.4% and 5.5% respectively.

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The Company does not have any material off-balance sheet arrangements as defined under the Securities and Exchange Commission rules.

ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

One should carefully review and consider the information regarding certain factors which could materially affect our business, financial condition or future results set forth under Item 1A. “Risk Factors” in our Form 10-K for the year ended June 30, 2023.

ITEM 4.    CONTROLS AND PROCEDURES

The Company's management, under the supervision and with the participation of the Company's President and Chief Executive Officer and Chief Financial Officer and Treasurer, has evaluated the Company's disclosure controls and procedures as of March 31, 2024, and they have concluded that our disclosure controls and procedures were effective as of such date. All information required to be filed in this report was recorded, processed, summarized and reported within the time period required by the rules and regulations of the Securities and Exchange Commission, and such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the three months ended March 31, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II.    OTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS

In the ordinary course of business, we are from time to time involved in lawsuits, claims, investigations, proceedings, and threats of litigation relating to intellectual property, commercial arrangements and other matters. We do not believe we are currently party to any pending legal action, arbitration proceeding or governmental proceeding, the outcome of which, if determined adversely to us, would individually or in the aggregate be reasonably expected to have a material adverse effect on our business or operating results. We are not a party to any material proceedings in which any director, member of senior management or affiliate of ours is either a party adverse to us or our subsidiaries or has a material interest adverse to us or our subsidiaries.

ITEM 1A.    RISK FACTORS

There have been no material changes from the risk factors set forth in the Company’s Annual Report on Form 10-K

for the year ended June 30, 2023 other than what is set forth below;

We are subject to environmental regulation and environmental risks.

We are subject to national, state, provincial and/or local environmental laws and regulations that impose limitations and prohibitions on the discharge and emission of, and establish standards for the use, disposal and management of, certain materials and waste. These environmental laws and regulations also impose liability for the costs of investigating and cleaning up sites, and certain damages resulting from present and past spills, disposals, or other releases of hazardous substances or materials. Environmental laws and regulations can be complex and may change often. Capital and operating expenses required to comply with environmental laws and regulations can be significant, and violations may result in substantial fines and penalties. The costs of complying with environmental laws and regulations and any claims concerning noncompliance, or liability with respect to contamination in the future could have a material adverse effect on our financial condition or results of operations. For example, governmental authorities in the U.S. and in other jurisdictions are increasingly focused on contamination resulting from per- and polyfluoroalkyl substances (“PFAS”). PFAS are man-made chemicals that are widely used in consumer products and can persist and bio-accumulate in the environment. In April 2024, the U.S. Environmental Protection Agency finalized a rule establishing enforceable drinking water standards for certain PFAS chemicals. The rule could result in new obligations for investigations and remediation efforts. We do not manufacture PFAS. If PFAS were used in the manufacture of some of the products we sell and are ubiquitous in the environment the costs of complying with environmental laws and regulations and any claims concerning noncompliance, or liability with respect to contamination in the future, could have a material adverse effect on our business, financial condition and or results of operations.

Risk Related to the Proposed Merger

Failure to consummate our go-private transaction with MiddleGround Capital could negatively impact the price of our Class A Common stock and our future business and financial results.

On March 8, 2024, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Uhu Inc., a Delaware corporation (“Parent”) and an affiliate of MiddleGround Capital, and Unicornfish Corp., a Massachusetts corporation and wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which, among other things, upon the terms and subject to the conditions set forth therein, Merger Sub will be merged with and into the Company (the “Merger”), with the Company surviving as a subsidiary of Parent. At the effective time of the Merger (the “Effective Time”), each share of Class A Common stock and each share of Class B Common stock issued and outstanding immediately prior to the Effective Time, subject to certain exceptions, will be converted into the right to receive $16.19, payable to the holder thereof in cash, without interest (the “Merger Consideration), and as of the Effective Time, all such shares of Class A Common stock and Class B Common stock will no longer be outstanding and will automatically be cancelled.

The consummation of the Merger occur later than we expect, may be consummated on terms different than those contemplated by the Merger Agreement, or may not be consummated at all. Failure to consummate the Merger would prevent our shareholders from realizing the anticipated benefits of the Merger. In addition, the Merger Consideration offered by Parent reflects a valuation of the Company significantly in excess of the price at which our Class A Common stock was trading prior to the public announcement of our entry into the Merger Agreement. The current market price of our Class A Common stock may reflect a market assumption that the Merger will occur, and a failure to consummate the Merger could result in a significant decline in the market price of our Class A Common stock and a negative perception of us generally.

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The timing of the completion of the Merger is not certain, and is subject to certain conditions, some of which we cannot control, which could result in the Merger not being consummated or being consummated later than we expect, which could negatively impact the share price and future business and operating results of the Company.

Completion of the Merger is subject to several conditions, not all of which we control and include, among other things, (i) receipt by us of the Company Stockholder Approval (as defined in the Merger Agreement), (ii) that there is no law, order, injunction, or decree by any governmental body prohibiting or making illegal the consummation of the Merger, (iii) the accuracy of the representations and warranties contained in the Merger Agreement (subject to specified materiality qualifiers), (iv) compliance with the covenants and obligations under the Merger Agreement in all material respects, (v) the absence of a material adverse effect with respect to the Company and (vi) the delivery of an executed copy of a customary payoff letter for the Loan and Security Agreement from or on behalf of the lenders with respect thereto. Accordingly, if any of the conditions to completing the Merger are not satisfied or waived in a timely manner, the Merger could be consummated later than we expect or, if the conditions are not satisfied or waived at all, the Merger may not occur, which could adversely affect the price of our Class A Common stock and the results of our operations.

The Merger Agreement contains provisions that restrict our ability to pursue alternatives to the Merger and, in specified circumstances, could require us to pay Parent a termination fee.

The Merger Agreement includes a covenant requiring us not to initiate, solicit, knowingly encourage or knowingly facilitate any acquisition proposal, and subject to certain exceptions, not to enter into or participate or engage in any discussions or negotiations with any person with respect an acquisition proposal, provide any non-public information, or afford access to our business, properties, assets, book or records to any person in connection with any acquisition proposal or enter into any letter of intent, acquisition agreement or other similar agreement relating to an acquisition proposal. Further, the Company’s Board of Directors may not withhold, withdraw, amend, qualify or modify (or publicly propose to do any of the foregoing) its recommendation in favor of the Merger, fail to reaffirm its recommendation within five business days of receiving a written request from Parent to provide such reaffirmation following receipt of a publicly announced acquisition proposal, or fail to recommend against acceptance of a tender or exchange offer for shares of our common stock within ten business days of the commencement thereof. Notwithstanding these restrictions, at any time prior to obtaining the Company Stockholder Approval, if we have received an unsolicited written acquisition proposal that does not, directly or indirectly, result from a material breach of the terms and conditions relating to an acquisition proposal as set forth in the Merger Agreement, and the Company’s Board of Directors or a committee thereof determines in good faith, after consultation with outside counsel and a financial advisor, that such acquisition proposal constitutes or is reasonably likely to lead to or result in a a superior proposal, and the failure to engage in negotiations or discussions with such person would be inconsistent with its fiduciary duties, then we may, subject to certain conditions, furnish information with respect to us and our Subsidiaries to the person making such acquisition proposal and its representatives, and participate in discussions or negotiations with such person and its representatives regarding such acquisition proposal pursuant to an acceptable confidentiality agreement. Further, at any time prior to obtaining the Company Stockholder Approval, if we receive an acquisition proposal that did not directly or indirectly result from a material breach of the provisions of the Merger Agreement related to acquisition proposals and that the Company’s Board of Directors or a committee thereof determines in good faith, after consultation with outside counsel (and, with respect to a Change of Board Recommendation (as defined in the Merger Agreement), after consultation with our financial advisor) constitutes a superior proposal and that the failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties under applicable law, the Company’s Board of Directors may, subject to compliance with certain conditions, (i) change its recommendation or (ii) cause us to terminate the Merger Agreement in compliance with the terms of the Merger Agreement in order to enter into a binding written definitive agreement providing for such superior proposal. Additionally, the Company’s Board of Directors or a committee thereof may make a Change of Board Recommendation in response to an Intervening Event (defined in the Merger Agreement).

The Merger Agreement contains certain termination rights for each of us and Parent. Upon termination of the Merger Agreement in accordance with its terms, under certain specified circumstances, we will be required to pay Parent a termination fee in an amount equal to $4.35 million, including if we materially breach covenants relating to our non-solicitation obligations, the Merger Agreement is terminated due to the Company accepting an unsolicited superior proposal or due to the Company’s Board of Directors changing its recommendation to the Company’s shareholders to vote to approve the Merger Agreement.

While the Merger is pending, we are subject to customary contractual restrictions which could adversely affect our business.

We have agreed to customary covenants regarding the operation of our business and the business of our subsidiaries prior to the Effective Time. The Merger Agreement restricts us from entering into certain corporate transactions, entering into certain material contracts, making certain changes to our capital budget, incurring certain indebtedness and taking other specified actions without the consent of Parent, and generally requires us to continue our operations in the ordinary course of business during the pendency of the Merger. These restrictions may prevent us from pursuing attractive business opportunities or adjusting our capital plan prior to the completion of the Merger.

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We have and continue to incur substantial transaction-related costs in connection with the Merger. If the Merger does not occur, we will not benefit from these costs.

We may incur a number of non-recurring costs associated with the completion of the Merger, which could be substantial. Nonrecurring transaction costs include, but are not limited to, fees paid to legal, financial and accounting advisors. If the Merger does not occur in a timely manner or at all, we will not benefit from these costs.

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ITEM 6.    EXHIBITS

Exhibit Number	Description of Exhibit
2.1	Agreement and Plan of Merger, dated as of March 8, 2024, between the Company, Uhu Inc. and Unicornfish Corp., filed with the Current Report on Form 8-K filed March 11, 2024, is hereby incorporated by reference
3a	Restated Articles of Organization as amended, filed with Form 10-K for the year ended June 30, 2012 filed September 12, 2012, is hereby incorporated by reference.
3b	Amended and Restated Bylaws, filed with Form 10-Q for the quarter ended December 31, 2012 filed February 7, 2013, is hereby incorporated by reference
4a	Amended and Restated Rights Agreement dated as of October 30, 2020 between the Company and Computershare Inc, as Rights Agent (together with exhibits, including the Form of Rights Certificate, and the Summary of Rights to Purchase Shares of Class A Common Stock), filed with Form 10-Q for the quarter ended September 30, 2020, filed November 12, 2020 is hereby incorporated by reference.
4b	Amendment No. 1 to Amended and Restated Rights Agreement dated as of March 8, 2024 by and between the Company and Computershare Inc, filed with the Current Report on Form 8-K filed March 11, 2024 is hereby incorporated by reference.
10.1	Amended and Restated Change in Control Agreement, dated as of March 8, 2024, by and between the Company and Douglas A. Starrett, filed with the Current Report on Form 8-K filed March 11, 2024, is hereby incorporated by reference.
31.1*	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.
31.2*	Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.
32.1+	Certifications of the Principal Executive Officer and the Principal Financial Officer pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101	The following materials from The L. S. Starrett Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 are furnished herewith, formatted in XBRL (Extensible Business Reporting Language): (I) the Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Operations, (iii) the Condensed Consolidated Statements of Comprehensive Income (Loss), (iv) the Condensed Consolidated Statement of Stockholders' Equity, (v) the Consolidated Statements of Cash Flows, and (vi) Notes to Condensed Consolidated Financial Statements, tagged as blocks of text.
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Filed herewith.

+ Furnished, not filed.

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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.

		THE L. S. STARRETT COMPANY (Registrant)
Date	May 13, 2024	/S/R. Douglas A. Starrett
		Douglas A. Starrett - President and CEO (Principal Executive Officer)
Date	May 13, 2024	/S/R. John C. Tripp
		John C. Tripp - Treasurer and CFO (Principal Accounting Officer)

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EX-31.1

EXHIBIT 31.1

CERTIFICATIONS

I, Douglas A. Starrett, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of The L.S. Starrett Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial report; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:	May 13, 2024	/S/	Douglas A. Starrett
			Douglas A. Starrett
			Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATIONS

I, John C. Tripp, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of The L.S. Starrett Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial report; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:	May 13, 2024	/S/	John C. Tripp
			John C. Tripp
			Chief Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATIONS

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code)

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), each of the undersigned officers of The L.S. Starrett Company, a Massachusetts corporation (the "Company"), does hereby certify, to such officer's knowledge, that:

The Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 (the "Form 10-Q") of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date	May 13, 2024	/S/ Douglas A. Starrett
		Douglas A. Starrett
		Chief Executive Officer
Date	May 13, 2024	/S/ John C. Tripp
		John C. Tripp
		Chief Financial Officer

The foregoing certification is being furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code) and is not being filed as part of the Form 10-Q or as a separate disclosure document.

A signed original of this written statement required by Section 906 has been provided to The L.S. Starrett Company and will be retained by The L.S. Starrett Company and furnished to the Securities and Exchange Commission or its staff upon request.

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Cover page - shares	9 Months Ended
	Mar. 31, 2024	Apr. 24, 2024
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2024
Document Transition Report	false
Entity File Number	1-367
Entity Incorporation, State or Country Code	MA
Entity Tax Identification Number	04-1866480
Entity Address, Address Line One	121 Crescent Street
Entity Address, City or Town	Athol
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	01331-1915
City Area Code	978
Local Phone Number	249-3551
Title of 12(b) Security	Class A Common - $1.00 Per Share Par Value
Trading Symbol	SCX
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Registrant Name	STARRETT L S CO
Entity Central Index Key	0000093676
Current Fiscal Year End Date	--06-30
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q3
Amendment Flag	false
Class A Common Shares
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		7,007,717
Class B Common Shares
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		505,150

XML

Condensed Consolidated Balance Sheets - USD ($)	Mar. 31, 2024	Jun. 30, 2023
Current assets:
Cash and cash equivalents	$ 7,527,000	$ 10,454,000
Accounts receivable (less allowance for credit losses of $515 and $449, respectively)	35,873,000	36,611,000
Inventories	58,518,000	65,414,000
Prepaid expenses and other current assets	10,192,000	9,723,000
Total current assets	112,110,000	122,202,000
Property, plant and equipment, net	45,252,000	39,375,000
Right of use assets	3,978,000	4,931,000
Deferred tax assets, net	15,953,000	17,056,000
Intangible assets, net	4,896,000	4,672,000
Goodwill	1,015,000	1,015,000
Other assets	3,425,000	3,551,000
Total assets	186,629,000	192,802,000
Current liabilities:
Accounts payable	14,750,000	15,047,000
Accrued expenses	11,901,000	11,579,000
Current maturities of debt	2,326,000	4,961,000
Accrued compensation	5,337,000	6,287,000
Current lease liability	1,547,000	1,689,000
Total current liabilities	35,861,000	39,563,000
Other tax obligations	2,779,000	2,884,000
Long-term lease liability	2,585,000	3,423,000
Long-term debt, net of current portion	5,768,000	5,273,000
Postretirement benefit and pension obligations	9,532,000	12,192,000
Total liabilities	56,525,000	63,335,000
Contingencies (Note 12)
Stockholders' equity:
Additional paid-in capital	58,241,000	57,825,000
Retained earnings	114,310,000	112,147,000
Accumulated other comprehensive loss	(49,951,000)	(47,935,000)
Total stockholders' equity	130,104,000	129,467,000
Total liabilities and stockholders’ equity	186,629,000	192,802,000
Class A Common Shares
Stockholders' equity:
Common stock	6,968,000	6,854,000
Class B Common Shares
Stockholders' equity:
Common stock	$ 536,000	$ 576,000

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Condensed Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands	Mar. 31, 2024	Jun. 30, 2023
Allowance for doubtful accounts	$ 515	$ 449
Class A Common Shares
Common stock, par value (in dollars per share)	$ 1	$ 1
Common stock, shares authorized (in shares)	20,000,000	20,000,000
Common stock, shares, outstanding (in shares)	6,967,791	6,853,673
Class B Common Shares
Common stock, par value (in dollars per share)	$ 1	$ 1
Common stock, shares authorized (in shares)	10,000,000	10,000,000
Common stock, shares, outstanding (in shares)	536,130	576,396

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Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2024	Mar. 31, 2023
Income Statement [Abstract]
Net sales	$ 60,767	$ 61,678	$ 183,479	$ 188,914
Cost of goods sold	43,187	42,455	127,399	127,916
Gross profit	$ 17,580	$ 19,223	$ 56,080	$ 60,998
% of Net sales	28.90%	31.20%	30.60%	32.30%
Restructuring charges	$ 0	$ 0	$ 0	$ 244
Selling, general and administrative expenses	16,870	15,109	50,417	46,962
Operating income	710	4,114	5,663	13,792
Other (expense) income, net	(17)	(602)	(908)	(2,399)
Income before income taxes	693	3,512	4,755	11,393
Income tax expense (benefit)	55	(3,961)	2,592	(1,267)
Net income	$ 638	$ 7,473	$ 2,163	$ 12,660
Basic income per share (in dollars per share)	$ 0.09	$ 1.01	$ 0.29	$ 1.72
Diluted income per share (in dollars per share)	$ 0.08	$ 0.99	$ 0.28	$ 1.68
Weighted average outstanding shares used in per share calculations:
Basic (in shares)	7,505	7,427	7,481	7,379
Diluted (in shares)	7,657	7,577	7,638	7,538

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Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2024	Mar. 31, 2023
Statement of Comprehensive Income [Abstract]
Net income	$ 638	$ 7,473	$ 2,163	$ 12,660
Other comprehensive (loss) income:
Currency translation (loss) gain, net of tax	(1,813)	1,545	(1,910)	1,455
Pension and postretirement plans, net of tax	(36)	(44)	(106)	(105)
Other comprehensive (loss) income	(1,849)	1,501	(2,016)	1,350
Total comprehensive (loss) income	$ (1,211)	$ 8,974	$ 147	$ 14,010

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Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands	Total	Common Stock Outstanding Class A	Common Stock Outstanding Class B	Additional Paid-in Capital	Retained Earnings	Accumulated Other Comprehensive Loss
Beginning balance at Jun. 30, 2022	$ 102,429	$ 6,683	$ 610	$ 57,143	$ 89,059	$ (51,066)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Total comprehensive income (loss)	(775)				2,056	(2,831)
Repurchase of shares	(6)		(1)	(5)
Stock-based compensation	185	76		109
Conversion of class B to class A stock	0	12	(12)
Ending balance at Sep. 30, 2022	101,833	6,771	597	57,247	91,115	(53,897)
Beginning balance at Jun. 30, 2022	102,429	6,683	610	57,143	89,059	(51,066)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Total comprehensive income (loss)	14,010
Ending balance at Mar. 31, 2023	117,056	6,818	608	57,627	101,719	(49,716)
Beginning balance at Sep. 30, 2022	101,833	6,771	597	57,247	91,115	(53,897)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Total comprehensive income (loss)	5,811				3,131	2,680
Repurchase of shares	(3)			(3)
Issuance of stock	84		34	50
Stock-based compensation	185	25		160
Conversion of class B to class A stock	0	7	(7)
Ending balance at Dec. 31, 2022	107,910	6,803	624	57,454	94,246	(51,217)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Total comprehensive income (loss)	8,974				7,473	1,501
Repurchase of shares	(7)		(1)	(6)
Stock-based compensation	179	0		179
Conversion of class B to class A stock	0	15	(15)
Ending balance at Mar. 31, 2023	117,056	6,818	608	57,627	101,719	(49,716)
Balance of accumulated other comprehensive (loss) consists of:
Translation loss						(58,621)
Pension and postretirement plans, net of taxes						8,905
Accumulated other comprehensive loss	(49,716)
Accumulated other comprehensive loss	(47,935)
Beginning balance at Jun. 30, 2023	129,467	6,854	576	57,825	112,147	(47,935)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Total comprehensive income (loss)	(519)				1,920	(2,439)
Repurchase of shares	(23)		(2)	(21)
Stock-based compensation	65	56		9
Conversion of class B to class A stock		23	(23)
Ending balance at Sep. 30, 2023	128,990	6,933	551	57,813	114,067	(50,374)
Beginning balance at Jun. 30, 2023	129,467	6,854	576	57,825	112,147	(47,935)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Total comprehensive income (loss)	147
Ending balance at Mar. 31, 2024	130,104	6,968	536	58,241	114,310	(49,951)
Beginning balance at Sep. 30, 2023	128,990	6,933	551	57,813	114,067	(50,374)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Total comprehensive income (loss)	1,878				(394)	2,272
Repurchase of shares	(3)			(3)
Issuance of stock	40		5	35
Stock-based compensation	222	17		205
Conversion of class B to class A stock	0	4	(4)
Ending balance at Dec. 31, 2023	131,126	6,954	552	58,050	113,672	(48,102)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Total comprehensive income (loss)	(1,211)				638	(1,849)
Repurchase of shares	(18)		(2)	(16)
Stock-based compensation	207			207
Conversion of class B to class A stock	0	14	(14)
Ending balance at Mar. 31, 2024	130,104	$ 6,968	$ 536	$ 58,241	$ 114,310	(49,951)
Balance of accumulated other comprehensive (loss) consists of:
Translation loss						(57,750)
Pension and postretirement plans, net of taxes						$ 7,799
Accumulated other comprehensive loss	$ (49,951)

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Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Cash flows from operating activities:
Net income	$ 2,163	$ 12,660
Non-cash operating activities:
Depreciation	4,246	3,884
Amortization	812	998
Stock-based compensation	494	549
Net long-term tax obligations	(75)	(66)
Deferred taxes	991	(3,753)
Postretirement benefit and pension obligations	442	475
Changes in operating assets and liabilities:
Accounts receivable	156	7,148
Inventories	6,060	(72)
Other current assets	(606)	(1,275)
Other current liabilities	(589)	(3,255)
Prepaid pension expense	(3,179)	(1,574)
Other	208	178
Net cash provided by operating activities	11,123	15,897
Cash flows from investing activities:
Purchases of property, plant and equipment	(10,681)	(4,790)
Software development	(1,036)	(795)
Intangibles-other	0	(54)
Net cash (used in) investing activities	(11,717)	(5,639)
Cash flows from financing activities:
Proceeds from term loan borrowings	2,000	575
Proceeds from line of credit borrowings	8,000	1,000
Term debt repayments	(5,719)	(8,352)
Repayments of Lines of Credit	(6,500)	(9,500)
Proceeds from common stock issued	40	84
Shares repurchased	(44)	(16)
Net cash (used in) financing activities	(2,223)	(16,209)
Effect of exchange rate changes on cash	(110)	23
Net decrease in cash	(2,927)	(5,928)
Cash, beginning of period	10,454	14,523
Cash, end of period	7,527	8,595
Supplemental cash flow information:
Interest paid	615	1,200
Income taxes paid, net	$ 3,132	$ 4,395

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Basis of Presentation and Summary of Significant Accounting Policies

9 Months Ended

Mar. 31, 2024

Accounting Policies [Abstract]

Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation and Summary of Significant Accounting Policies

The unaudited Condensed Consolidated Financial Statements as of and for the nine months ended March 31, 2024 have been prepared by The L.S. Starrett Company (the “Company”) in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions of Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by generally accepted accounting principles for complete financial statements. These unaudited Consolidated Financial Statements, which, in the opinion of management, reflect all adjustments (including normal recurring adjustments) necessary for a fair presentation, should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K, as amended, for the year ended June 30, 2023. The balance sheet as of June 30, 2023 has been derived from the audited Consolidated Financial Statements as of and for the year ended June 30, 2023. Operating results are not necessarily indicative of the results that may be expected for any future interim period or for the entire fiscal year. The Company’s “fiscal year” begins July 1st and ends June 30th.

Fair Value Measurements

Certain of the Company’s financial instruments, including cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and other liabilities are carried at cost, which approximates their fair value because of their short-term maturity. See Notes 10 and 11 within the notes to the unaudited Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q for financial assets and liabilities held at carrying amount on the unaudited Condensed Consolidated Balance Sheet.

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make judgments, assumptions and estimates that affect amounts reported in the Condensed Consolidated Financial Statements and accompanying notes. Note 1 within the notes to the Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q and Note 2 to the Company’s audited Consolidated Financial Statements included in the Annual Report on Form 10-K, as amended, for the year ended June 30, 2023 describes the significant accounting policies and methods used in the preparation of the unaudited Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q.

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Segment Information

9 Months Ended

Mar. 31, 2024

Segment Reporting [Abstract]

Segment Information

Segment Information

The segment information and the accounting policies of each segment are the same as those described in the notes to the audited Consolidated Financial Statements entitled “Financial Information by Segment” included in our Annual Report on Form 10-K, as amended, for the year ended June 30, 2023. The chief operating decision maker, who is the Company’s President and CEO, allocates resources and assesses performance based on three segments: North America Industrial "NAI", International Industrial "INI" and Global Test and Measurement "GTM".

Segment income is measured for internal reporting purposes by excluding corporate expenses, which are included in the unallocated column in the table below. Other income and expense, including interest income and expense, and income taxes are excluded entirely from the table below. There were no significant changes in the segment operations or in the segment assets

from the Annual Report on Form 10-K, as amended, for the year ended June 30, 2023. Financial results for each reportable segment are as follows (in thousands):

	NAI		INI		GTM		Unallocated		Total
Three Months ended March 31, 2024
Sales1	$	21,806	$	23,820	$	15,141	$	—	$	60,767
Operating (Loss) Income	$	(916)	$	1,785	$	2,509	$	(2,668)	710
Three Months ended March 31, 2023
Sales2	$	22,310	$	23,849	$	15,519	$	—	$	61,678
Operating Income (Loss)	$	656	$	2,416	$	2,615	$	(1,573)	$	4,114

1.Excludes $345 of NAI segment intercompany sales to the INI segment, $83 of GTM segment intercompany sales to the INI segment, $2,625 of INI segment intercompany sales to NAI and $277 of GTM intercompany sales to NAI.

2.     Excludes $243 of NAI segment intercompany sales to the INI segment, $83 of GTM segment intercompany sales to the INI segment, $3,208 of INI segment intercompany sales to NAI and $348 of GTM intercompany sales to NAI

	NAI		INI		GTM		Unallocated		Total
Nine Months ended March 31, 2024
Sales1	$	61,090	$	75,619	$	46,770	$	—	$	183,479
Operating (Loss) Income	$	(1,784)	$	6,771	$	7,400	$	(6,724)	$	5,663
Nine months ended March 31, 2023
Sales2	$	67,461	$	73,199	$	48,254	$	—	$	188,914
Operating Income (Loss)	$	1,532	$	8,902	$	8,207	$	(4,849)	$	13,792

1.Excludes $1,027 of NAI segment intercompany sales to the INI segment, $274 of GTM segment intercompany sales to the INI segment, $9,660 of INI segment intercompany sales to NAI and $1,256 of GTM intercompany sales to NAI.

2.     Excludes $1,442 of NAI segment intercompany sales to the INI segment, $519 of GTM segment intercompany sales to the INI segment, $11,825 of INI segment intercompany sales to NAI and $1,016 of GTM intercompany sales to NAI

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Revenue from Contracts with Customers

9 Months Ended

Mar. 31, 2024

Revenue from Contract with Customer [Abstract]

Revenue from Contracts with Customer

Revenue from Contracts with Customers

Under ASC Topic 606, the Company is required to present a refund liability and a return asset within the unaudited Condensed Consolidated Balance Sheet. As of March 31, 2024 and June 30, 2023, the balance of the return asset was $0.2 million and $0.1 million, respectively, and the balance of the refund liability as of March 31, 2024 and June 30, 2023 were both $0.2 million. They are presented within prepaid expenses and other current assets and accrued expenses, respectively, on the Condensed Consolidated Balance Sheets.

The Company, in general, warrants its products against certain defects in material and workmanship when used as designed, for a period of up to one year. The Company does not sell extended warranties.

Contract Balances

Contract assets primarily relate to the Company’s rights to consideration for work completed but not billed at the reporting date on contracts with customers. Contract assets are transferred to receivables when the rights become unconditional. Contract

liabilities primarily relate to contracts where advance payments or deposits have been received, but performance obligations have not yet been met, and therefore, revenue has not been recognized. The Company had no contract asset balances, but had contract liability balances of $0.3 million and $0.3 million at March 31, 2024 and June 30, 2023, respectively, recorded in Accounts Payable in the Condensed Consolidated Balance Sheets.

Disaggregation of Revenue

The Company operates in three reportable segments: NAI, INI and GTM. ASC Topic 606 requires further disaggregation of an entity’s revenue. In the following table, the Company's net sales by shipping origin are disaggregated accordingly for the three and nine months ended March 31, 2024 and 2023 (in thousands):

	Three Months Ended				Nine Months Ended
	03/31/2024		03/31/2023		03/31/2024		03/31/2023
North America
United States	$	34,625	$	35,122	$	100,533	$	107,014
Canada & Mexico	1,952		1,931		5,502		6,209
	36,577		37,053		106,035		113,223
International
Brazil	17,891		18,160		57,530		55,465
United Kingdom	3,265		3,563		9,896		10,059
China	1,611		1,497		4,946		5,160
Australia & New Zealand	1,423		1,405		5,072		5,007
	24,190		24,625		77,444		75,691
Total Sales	$	60,767	$	61,678	$	183,479	$	188,914

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Leases

9 Months Ended

Mar. 31, 2024

Commitments and Contingencies Disclosure [Abstract]

Leases

Leases

Operating lease expense amounted to $0.5 million and $1.5 million for the three and nine months period ended for March 31, 2024 and March 31, 2023. For the three and nine months period ended March 31, 2023 operating lease expense was $0.5 million and $1.5 million. As of March 31, 2024, the Company’s right-of-use assets "ROU", lease obligations and remaining cash commitment on these leases (in thousands):

	Right-of-Use Assets	Operating Lease Obligations	Remaining Cash Commitment
Total leases	$3,978	$4,132	$4,701

The Company has other operating lease agreements with commitments of less than one year or that are not material. The Company expenses lease payments as incurred. The Company’s weighted average discount rate and remaining term on lease liabilities is approximately 9.0% and 2.7 years. As of March 31, 2024, the Company’s financing leases are not material. The foreign exchange impact affecting the operating leases are, also, not material.

In the three months and nine months ended March 31, 2024 the Company entered into no new leases and $0.3 million.

At March 31, 2024, the Company had the following fiscal year minimum operating lease commitments (in thousands):

	Operating Lease Commitments
2024 (Remainder of year)	$	580
2025	1,782
2026	1,486
2027	742
2028	111
Thereafter	—
Subtotal	4,701
Imputed interest	(569)
Total	$	4,132

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Stock-based Compensation	9 Months Ended
	Mar. 31, 2024
Share-Based Payment Arrangement [Abstract]
Stock-based Compensation	Stock-based Compensation Compensation expense related to all stock-based plans for the three and nine months ended March 31, 2024 were $0.2 million and $0.5 million as compared to the prior year three and nine months of $0.2 million and $0.5 million, respectively.

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Inventories

9 Months Ended

Mar. 31, 2024

Inventory Disclosure [Abstract]

Inventories

Inventories

Inventories consist of the following (in thousands):

	03/31/2024		06/30/2023
Raw material and supplies	$	34,779	$	36,402
Goods in process and finished parts	21,298		20,978
Finished goods	32,534		34,414
	88,611		91,794
LIFO Reserve	(30,093)		(26,380)
	$	58,518	$	65,414

Of the Company’s $58.5 million and $65.4 million total inventory at March 31, 2024 and June 30, 2023, respectively, the $30.1 million and $26.4 million LIFO reserves belong to the U.S. Precision Tools and Saws Manufacturing “Precision Tools.” business. The Precision Tools business total inventory was $40.5 million on a FIFO basis and $10.4 million on a LIFO basis at March 31, 2024. The Precision Tools business had total Inventory, on a FIFO basis, of $38.1 million and $11.7 million on a LIFO basis as of June 30, 2023. The use of LIFO, as compared to FIFO, during the nine months ended March 31, 2024 resulted in a $3.8 million increase in the cost of goods sold in the nine months ended March 31, 2024 compared to a $0.4 million decrease in the nine months ended March 31, 2023.

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Goodwill and Intangible Assets

9 Months Ended

Mar. 31, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

Goodwill and Intangible Assets

Amortizable intangible assets consist of the following (in thousands):

	03/31/2024		6/30/2023
Trademarks and trade names	$	2,070	$	2,070
Customer relationships	630		630
Software development	10,099		11,149
Other intangible assets	105		105
Gross intangible assets	12,904		13,954
Accumulated amortization and impairment	(8,008)		(9,282)
Net intangible assets	$	4,896	$	4,672

The estimated useful lives of the intangible assets subject to amortization range between 5 years for software development and 20 years for trademark and trade name assets. For the periods ending three and nine months ended March 31, 2024 the amortization expense was $0.3 million and $0.8 million, respectively.

The goodwill balance at March 31, 2024, was gross $4.7 million and accumulated impairment of $3.7 million. There is no change in the three and nine months ended March 31, 2024.

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Accrued Expenses

9 Months Ended

Mar. 31, 2024

Payables and Accruals [Abstract]

Accrued Expenses

Accrued Expenses

The following table represents accrued expenses from the Condensed Consolidated Balance Sheets (in thousands):

	03/31/2024		06/30/2023
Sales related programs (commissions, rebates, distributor programs, warranty and related)	$	2,796	$	2,590
Income taxes	46		509
Professional fees	1,575		2,237
Other	1,355		1,499
Current portion pension cost	2,225		2,216
Taxes other than income tax	3,123		1,888
Workers compensation and employee deposits	437		491
Freight	344		149
Total	$	11,901	$	11,579

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Pension and Post-retirement Benefits

9 Months Ended

Mar. 31, 2024

Retirement Benefits [Abstract]

Pension and Post-retirement Benefits

Pension and Post-retirement Benefits

The Company has two defined benefit pension plans, one for U.S. employees which was frozen for new participants in 2016 and another for U.K. employees frozen for new participants in 2009. The Company has a postretirement medical insurance benefit plan for U.S. employees which remains open. The Company also has defined contribution plans.

Net periodic benefit costs for the Company's defined benefit pension plans are located in Other (expense), net in Condensed Consolidated Statements of Operations except (in the table below) for service cost. Service cost are in cost of sales and selling, general and administrative expenses, allocated on headcount. Net periodic benefit costs consist of the following (in thousands):

	Three Months Ended				Nine Months Ended
	03/31/2024		03/31/2023		03/31/2024		03/31/2023
Interest cost	$	1,537	$	1,464	$	4,591	$	4,354
Expected return on plan assets	(1,084)		(1,015)		(3,231)		(3,007)
Amortization of net loss	10		10		30		30
Expected net cost (benefit) total	$	463	$	459	$	1,390	$	1,377

Net periodic benefit costs for the Company's Postretirement Medical Plan consists of the following (in thousands):

	Three Months Ended				Nine Months Ended
	03/31/2024		03/31/2023		03/31/2024		03/31/2023
Service cost	$	5	$	6	$	14	$	17
Interest cost	17		18		52		53
Amortization of prior service credit	(369)		(369)		(1,106)		(1,106)
Amortization of net loss	30		44		92		133
Total net (benefit)	$	(317)	$	(301)	$	(948)	$	(903)

For the three months and nine months ended March 31, 2024, the Company contributed in the U.S. $1.1 million and $2.4 million. In the UK pension plans the Company contributed $0.2 million and $0.7 million for the same periods.

The Company’s pension plans use fair value as the market-related value of plan assets and recognize net actuarial gains or losses in excess of ten percent (10%) of the greater of the market-related value of plan assets or of the plans’ projected benefit.

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Debt

9 Months Ended

Mar. 31, 2024

Debt Disclosure [Abstract]

Debt

Debt

Debt is comprised of the following (in thousands):

	03/31/2024		06/30/2023
Short-term and current maturities
Loan and Security Agreement (Term Loan)	$	1,004	$	1,495
Brazil Loans	1,322		3,466
Subtotal short-term and current maturities	2,326		4,961
Long-term debt (net of current portion)
Loan and Security Agreement (Term Loan)	1,625		1,957
Loan and Security Agreement (Line of Credit)	4,397		2,897
Brazil Loans	74		827
Debt reacquisition cost	(328)		(408)
Subtotal long-term debt	5,768		5,273
Total debt	$	8,094	$	10,234

On April 29, 2022, the Company and certain of the Company’s domestic subsidiaries entered into a Loan and Security agreement (the "Loan and Security Agreement") with HSBC Bank USA ("the Lender"). The Company incurred debt re-acquisition cost of $0.5 million which are recorded net of debt and amortized over five years.

These new credit facilities replaced the Company’s previous TD Bank credit facilities and are comprised of a $30 million revolving Loan and Security Agreement Line of Credit ("Line of Credit") with a $10 million uncommitted accordion provision, a Loan and Security Agreement Term Loan ("the Term Loan") with original principal of $12.1 million and a $7 million Capital Expenditure draw down credit facility (collectively, the "Facilities"). The Facilities are secured by a valid first-priority security interest on substantially all existing and future assets of the Company and its domestic subsidiaries.

The interest rate on the Facilities is based on a grid which uses the percentage of the remaining availability of the revolving credit line to determine the floating margin to be added to the one month or three months Secured Overnight Financing Rate, (SOFR). The Facilities mature on April 29, 2027.

Availability under the revolving line of credit is secured by and subject to a borrowing base comprised of eligible inventory and accounts receivable. The percentage of receivables included in the borrowing base is 90% for domestic investment grade and foreign insured accounts, 85% for domestic accounts that are neither investment grade nor insured, and 75% of foreign uninsured accounts. The percentage of inventory included in the borrowing base is the lower of 65% of the value of eligible inventory at cost or 85% of the net orderly liquidation value of eligible inventory at cost. Receivables and inventory are reported monthly to HSBC and subject to an annual field exam and inventory appraisal by an independent auditor commissioned by the Bank. The Company believes that the agreement provides an initial borrowing base sufficient for current domestic working capital needs and flexibility to accommodate potential growth-related working capital needs.

Availability under the Line of Credit remains subject to a borrowing base comprised of accounts receivable, inventory, and real estate. The Company believes that the borrowing base will consistently produce availability under the Line of Credit of $30.0 million. A 0.25% commitment fee is charged on the unused portion of the Line of Credit.

Availability under the Term Loan was comprised of 70% of the fair market value of the Borrower's eligible real estate, which included facilities located in Westlake, Ohio, and Waite Park, Minnesota and totaled $4.6 million; and 85% of the net orderly liquidation value of the Borrowers’ machinery and equipment, capped at $7.5 million. The real estate portion of the Term facility is subject to a 12.5 year straight line amortization paid quarterly, and the machinery and equipment portion of the facility is subject to a 6.67 year straight line amortization, also paid quarterly. The Term Loan is subject to equal quarterly installments of $373,650, payable on the last day of each fiscal quarter.

The capital expenditure loan facility is available for the purchase of new machinery and equipment at 80% of the net invoice value of new machinery and equipment purchases, with a draw period of eighteen months past the closing date, with any amount outstanding under the facility subject to a 3.75% amortization rate per quarter.

The Facilities contain financial covenants with respect to a minimum fixed charge coverage ratio of 1.00, measured on a trailing twelve-month basis, for both the U.S. borrowing companies tested quarterly and the Condensed Consolidated L.S. Starrett Company tested semi-annually. The Loan and Security agreement also contains the customary affirmative and negative covenants, including limitations on indebtedness, liens, acquisitions, asset dispositions, fundamental corporate changes, excess pension contributions, and certain customary events of default. Upon the occurrence or continuation of an event of default, the Lender may terminate all commitments and facilities, and require the immediate payment of the entire unpaid principal balances, accrued interest, and all other obligations.

The Company’s Brazilian subsidiary incurs short-term loans with local banks in order to support the Company’s strategic initiatives. The loans are backed by the entity’s US dollar denominated export receivables. The Company’s Brazilian subsidiary has the following loans of March 31, 2024 (in thousands):

Lending Institution	Interest Rate	Beginning Date	Ending Date	Outstanding Balance
Itau	4.52%	October 2021	September 2024	$	1,143
Brasil	4.95%	August 2022	July 2025	221
Brasil	3.80%	September 2022	August 2024	32
Total Brazilian short-term loans				$	1,396

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Income Taxes

9 Months Ended

Mar. 31, 2024

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

Tax expense for the three month period ended March 31, 2024 was $0.1 million on profit before tax of $0.7 million (an effective tax rate of 14%). The effective rate for the three months ended March 31, 2024 was lower than the U.S. statutory tax rate of 21% due in part to a discrete tax benefit of $0.1 million related to the reversal of uncertain tax positions due to the lapse in the statute of limitations and tax credits and permanent deductions generated from research expenses, offset by the jurisdictional mix of earnings, particularly Brazil with a statutory rate of 34% and foreign losses not benefited.

During the three month period ended March 31, 2023 the Company recorded a discrete tax benefit of $5.0 million related to the Company’s partial release of its valuation allowance against its U.S. foreign tax credits and state net operating losses carryforwards, which are expected to be utilized based on demonstrated profitability and current and future forecast income. Excluding the tax benefit related to the partial release of valuation allowance of 144%, the effective tax rate for the three months ended March 31, 2023 was higher than the U.S. statutory tax rate of 21% primarily due to the GILTI provisions and the jurisdictional mix of earnings, particularly Brazil with a statutory rate of 34%, and non-creditable foreign withholding tax.

Tax expense for the nine month period ended March 31, 2024 was $2.6 million on profit before tax of $4.8 million (an effective tax rate of 51%). During the nine month period ended March 31, 2024, the Company recorded a discrete tax expense of $1.3 million related to IRS Notice 2023-55 released in July 2023 which grants taxpayers temporary relief from applying these final foreign tax credit regulations for tax years beginning on or after December 28, 2021 and ending on or before December 31, 2023 and IRS Notice 2023-80 released in December 2023 which modifies the temporary relief period from applying the final foreign tax credit regulations to tax years beginning on or after December 28, 2021 and ending before the date that notice or guidance withdrawing or modifying the temporary relief is issued. Other than this discrete tax expense recorded, the effective rate for the nine months ended March 31, 2024 was higher than the U.S. statutory tax rate of 21% primarily due to the jurisdictional mix of earnings, particularly Brazil with a statutory rate of 34%, offset by tax credits and permanent deductions generated from research expenses.

Tax expense for the nine months ended March 31, 2023 was a benefit of $1.3 million on profit before tax of $11.4 million (an effective tax rate of 11%). During the nine months ended March 31, 2023, the Company recorded a discrete tax benefit of $5.0 million related to the Company’s partial release of its valuation allowance against its U.S. foreign tax credits and state net operating losses carryforwards, which are expected to be utilized based on demonstrated profitability and current and future forecast income. In addition the Company used current forecasts of future taxable income. Excluding the tax benefit related to the partial release of valuation allowance of 44%, the effective tax rate for the nine months ended March 31, 2023 was higher than the U.S. statutory tax rate of 21% primarily due to the GILTI provisions and the jurisdictional mix of earnings, particularly Brazil with a statutory rate of 34%, and non-creditable foreign withholding tax.

The Company has considered the positive and negative evidence to determine the need for a valuation allowance offsetting the deferred tax assets in the U.S. and has concluded that a partial valuation allowance is required against foreign tax credit carryforwards and certain state net operating loss carryforwards at March 31, 2024 and June 30, 2023. The Company had long term tax obligations related primarily to transfer pricing adjustments at March 31, 2024 and June 30, 2023.

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Contingencies

9 Months Ended

Mar. 31, 2024

Commitments and Contingencies Disclosure [Abstract]

Contingencies

Contingencies

The Company is involved in certain legal matters, which arise, in the normal course of business. Although the outcomes of these legal matters are inherently difficult to predict, management does not expect the resolution of these legal matters to have a material adverse effect on the Company’s financial condition, results of operations or cash flows.

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Basis of Presentation and Summary of Significant Accounting Policies (Policies)

9 Months Ended

Mar. 31, 2024

Accounting Policies [Abstract]

Basis of Accounting

The unaudited Condensed Consolidated Financial Statements as of and for the nine months ended March 31, 2024 have been prepared by The L.S. Starrett Company (the “Company”) in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions of Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by generally accepted accounting principles for complete financial statements. These unaudited Consolidated Financial Statements, which, in the opinion of management, reflect all adjustments (including normal recurring adjustments) necessary for a fair presentation, should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K, as amended, for the year ended June 30, 2023. The balance sheet as of June 30, 2023 has been derived from the audited Consolidated Financial Statements as of and for the year ended June 30, 2023. Operating results are not necessarily indicative of the results that may be expected for any future interim period or for the entire fiscal year. The Company’s “fiscal year” begins July 1st and ends June 30th.

Fair Value Measurements

Fair Value Measurements

Certain of the Company’s financial instruments, including cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and other liabilities are carried at cost, which approximates their fair value because of their short-term maturity. See Notes 10 and 11 within the notes to the unaudited Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q for financial assets and liabilities held at carrying amount on the unaudited Condensed Consolidated Balance Sheet.

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make judgments, assumptions and estimates that affect amounts reported in the Condensed Consolidated Financial Statements and accompanying notes. Note 1 within the notes to the Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q and Note 2 to the Company’s audited Consolidated Financial Statements included in the Annual Report on Form 10-K, as amended, for the year ended June 30, 2023 describes the significant accounting policies and methods used in the preparation of the unaudited Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q.

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Segment Information (Tables)

9 Months Ended

Mar. 31, 2024

Segment Reporting [Abstract]

Schedule of Financial Results for Reportable Segments

Financial results for each reportable segment are as follows (in thousands):

	NAI		INI		GTM		Unallocated		Total
Three Months ended March 31, 2024
Sales1	$	21,806	$	23,820	$	15,141	$	—	$	60,767
Operating (Loss) Income	$	(916)	$	1,785	$	2,509	$	(2,668)	710
Three Months ended March 31, 2023
Sales2	$	22,310	$	23,849	$	15,519	$	—	$	61,678
Operating Income (Loss)	$	656	$	2,416	$	2,615	$	(1,573)	$	4,114

1.Excludes $345 of NAI segment intercompany sales to the INI segment, $83 of GTM segment intercompany sales to the INI segment, $2,625 of INI segment intercompany sales to NAI and $277 of GTM intercompany sales to NAI.

2.     Excludes $243 of NAI segment intercompany sales to the INI segment, $83 of GTM segment intercompany sales to the INI segment, $3,208 of INI segment intercompany sales to NAI and $348 of GTM intercompany sales to NAI

	NAI		INI		GTM		Unallocated		Total
Nine Months ended March 31, 2024
Sales1	$	61,090	$	75,619	$	46,770	$	—	$	183,479
Operating (Loss) Income	$	(1,784)	$	6,771	$	7,400	$	(6,724)	$	5,663
Nine months ended March 31, 2023
Sales2	$	67,461	$	73,199	$	48,254	$	—	$	188,914
Operating Income (Loss)	$	1,532	$	8,902	$	8,207	$	(4,849)	$	13,792

1.Excludes $1,027 of NAI segment intercompany sales to the INI segment, $274 of GTM segment intercompany sales to the INI segment, $9,660 of INI segment intercompany sales to NAI and $1,256 of GTM intercompany sales to NAI.

2.     Excludes $1,442 of NAI segment intercompany sales to the INI segment, $519 of GTM segment intercompany sales to the INI segment, $11,825 of INI segment intercompany sales to NAI and $1,016 of GTM intercompany sales to NAI

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Revenue from Contracts with Customers (Tables)

9 Months Ended

Mar. 31, 2024

Revenue from Contract with Customer [Abstract]

Schedule of Disaggregation of Revenue

In the following table, the Company's net sales by shipping origin are disaggregated accordingly for the three and nine months ended March 31, 2024 and 2023 (in thousands):

	Three Months Ended				Nine Months Ended
	03/31/2024		03/31/2023		03/31/2024		03/31/2023
North America
United States	$	34,625	$	35,122	$	100,533	$	107,014
Canada & Mexico	1,952		1,931		5,502		6,209
	36,577		37,053		106,035		113,223
International
Brazil	17,891		18,160		57,530		55,465
United Kingdom	3,265		3,563		9,896		10,059
China	1,611		1,497		4,946		5,160
Australia & New Zealand	1,423		1,405		5,072		5,007
	24,190		24,625		77,444		75,691
Total Sales	$	60,767	$	61,678	$	183,479	$	188,914

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Leases (Tables)

9 Months Ended

Mar. 31, 2024

Commitments and Contingencies Disclosure [Abstract]

Schedule of Lease Assets And Liabilities

As of March 31, 2024, the Company’s right-of-use assets "ROU", lease obligations and remaining cash commitment on these leases (in thousands):

	Right-of-Use Assets	Operating Lease Obligations	Remaining Cash Commitment
Total leases	$3,978	$4,132	$4,701

Schedule of Fiscal Year Minimum Operating Lease Commitments

At March 31, 2024, the Company had the following fiscal year minimum operating lease commitments (in thousands):

	Operating Lease Commitments
2024 (Remainder of year)	$	580
2025	1,782
2026	1,486
2027	742
2028	111
Thereafter	—
Subtotal	4,701
Imputed interest	(569)
Total	$	4,132

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Inventories (Tables)

9 Months Ended

Mar. 31, 2024

Inventory Disclosure [Abstract]

Schedule of Inventories

Inventories consist of the following (in thousands):

	03/31/2024		06/30/2023
Raw material and supplies	$	34,779	$	36,402
Goods in process and finished parts	21,298		20,978
Finished goods	32,534		34,414
	88,611		91,794
LIFO Reserve	(30,093)		(26,380)
	$	58,518	$	65,414

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Goodwill and Intangible Assets (Tables)

9 Months Ended

Mar. 31, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Amortizable Intangible Assets

Amortizable intangible assets consist of the following (in thousands):

	03/31/2024		6/30/2023
Trademarks and trade names	$	2,070	$	2,070
Customer relationships	630		630
Software development	10,099		11,149
Other intangible assets	105		105
Gross intangible assets	12,904		13,954
Accumulated amortization and impairment	(8,008)		(9,282)
Net intangible assets	$	4,896	$	4,672

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Accrued Expenses (Tables)

9 Months Ended

Mar. 31, 2024

Payables and Accruals [Abstract]

Schedule of Accrued Expenses

The following table represents accrued expenses from the Condensed Consolidated Balance Sheets (in thousands):

	03/31/2024		06/30/2023
Sales related programs (commissions, rebates, distributor programs, warranty and related)	$	2,796	$	2,590
Income taxes	46		509
Professional fees	1,575		2,237
Other	1,355		1,499
Current portion pension cost	2,225		2,216
Taxes other than income tax	3,123		1,888
Workers compensation and employee deposits	437		491
Freight	344		149
Total	$	11,901	$	11,579

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Pension and Post-retirement Benefits (Tables)

9 Months Ended

Mar. 31, 2024

Retirement Benefits [Abstract]

Schedule of Net Benefit Costs

Net periodic benefit costs consist of the following (in thousands):

	Three Months Ended				Nine Months Ended
	03/31/2024		03/31/2023		03/31/2024		03/31/2023
Interest cost	$	1,537	$	1,464	$	4,591	$	4,354
Expected return on plan assets	(1,084)		(1,015)		(3,231)		(3,007)
Amortization of net loss	10		10		30		30
Expected net cost (benefit) total	$	463	$	459	$	1,390	$	1,377

Net periodic benefit costs for the Company's Postretirement Medical Plan consists of the following (in thousands):

	Three Months Ended				Nine Months Ended
	03/31/2024		03/31/2023		03/31/2024		03/31/2023
Service cost	$	5	$	6	$	14	$	17
Interest cost	17		18		52		53
Amortization of prior service credit	(369)		(369)		(1,106)		(1,106)
Amortization of net loss	30		44		92		133
Total net (benefit)	$	(317)	$	(301)	$	(948)	$	(903)

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Debt (Tables)

9 Months Ended

Mar. 31, 2024

Debt Disclosure [Abstract]

Schedule of Debt

Debt is comprised of the following (in thousands):

	03/31/2024		06/30/2023
Short-term and current maturities
Loan and Security Agreement (Term Loan)	$	1,004	$	1,495
Brazil Loans	1,322		3,466
Subtotal short-term and current maturities	2,326		4,961
Long-term debt (net of current portion)
Loan and Security Agreement (Term Loan)	1,625		1,957
Loan and Security Agreement (Line of Credit)	4,397		2,897
Brazil Loans	74		827
Debt reacquisition cost	(328)		(408)
Subtotal long-term debt	5,768		5,273
Total debt	$	8,094	$	10,234

Schedule of Short-Term Debt, Brazilian Subsidiary

The Company’s Brazilian subsidiary has the following loans of March 31, 2024 (in thousands):

Lending Institution	Interest Rate	Beginning Date	Ending Date	Outstanding Balance
Itau	4.52%	October 2021	September 2024	$	1,143
Brasil	4.95%	August 2022	July 2025	221
Brasil	3.80%	September 2022	August 2024	32
Total Brazilian short-term loans				$	1,396

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Segment Information - Narrative (Details)	9 Months Ended
	Mar. 31, 2024 segment
Segment Reporting [Abstract]
Number of reportable segments	3

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Segment Information - Schedule of Financial Results for Reportable Segments (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2024	Mar. 31, 2023
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Sales	$ 60,767	$ 61,678	$ 183,479	$ 188,914
Operating (Loss) Income	710	4,114	5,663	13,792
Unallocated
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Sales	0	0	0	0
Operating (Loss) Income	(2,668)	(1,573)	(6,724)	(4,849)
NAI
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Sales	36,577	37,053	106,035	113,223
NAI | Operating Segments
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Sales	21,806	22,310	61,090	67,461
Operating (Loss) Income	(916)	656	(1,784)	1,532
NAI | Intercompany Sales
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Intercompany sales	345	243	1,027	1,442
INI | Operating Segments
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Sales	23,820	23,849	75,619	73,199
Operating (Loss) Income	1,785	2,416	6,771	8,902
INI | Intercompany Sales
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Intercompany sales	2,625	3,208	9,660	11,825
GTM | Operating Segments
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Sales	15,141	15,519	46,770	48,254
Operating (Loss) Income	2,509	2,615	7,400	8,207
Intercompany sales	83	83	274	519
GTM | Intercompany Sales
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Intercompany sales	$ 277	$ 348	$ 1,256	$ 1,016

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Revenue from Contracts with Customers - Narrative (Details)	9 Months Ended
	Mar. 31, 2024 USD ($) segment	Jun. 30, 2023 USD ($)
Revenue from Contract with Customer [Abstract]
Customer return asset	$ 200,000	$ 100,000
Customer refund liability	$ 200,000	200,000
Standard product warranty period	1 year
Contract asset	$ 0	0
Contract liability	$ 300,000	$ 300,000
Number of reportable segments | segment	3

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Revenue from Contracts with Customers - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2024	Mar. 31, 2023
Disaggregation of Revenue [Line Items]
Net sales	$ 60,767	$ 61,678	$ 183,479	$ 188,914
North America
Disaggregation of Revenue [Line Items]
Net sales	36,577	37,053	106,035	113,223
International
Disaggregation of Revenue [Line Items]
Net sales	24,190	24,625	77,444	75,691
United States | North America
Disaggregation of Revenue [Line Items]
Net sales	34,625	35,122	100,533	107,014
Canada & Mexico | North America
Disaggregation of Revenue [Line Items]
Net sales	1,952	1,931	5,502	6,209
Brazil | International
Disaggregation of Revenue [Line Items]
Net sales	17,891	18,160	57,530	55,465
United Kingdom | International
Disaggregation of Revenue [Line Items]
Net sales	3,265	3,563	9,896	10,059
China | International
Disaggregation of Revenue [Line Items]
Net sales	1,611	1,497	4,946	5,160
Australia & New Zealand | International
Disaggregation of Revenue [Line Items]
Net sales	$ 1,423	$ 1,405	$ 5,072	$ 5,007

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Leases - Narrative (Details) - USD ($)	3 Months Ended		9 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2024	Mar. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Operating lease cost	$ 500,000	$ 500,000	$ 1,500,000	$ 1,500,000
Weighted average discount rate	9.00%		9.00%
Weighted average remaining lease term	2 years 8 months 12 days		2 years 8 months 12 days
Operating lease commitments	$ 0		$ 300,000

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Leases - Schedule of Lease Assets and Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Jun. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
Right-of-Use Assets	$ 3,978	$ 4,931
Operating Lease Obligations	4,132
Remaining Cash Commitment	$ 4,701

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Leases - Schedule of Fiscal Year Minimum Operating Lease Commitments (Details) $ in Thousands	Mar. 31, 2024 USD ($)
Commitments and Contingencies Disclosure [Abstract]
2024 (Remainder of year)	$ 580
2025	1,782
2026	1,486
2027	742
2028	111
Thereafter	0
Subtotal	4,701
Imputed interest	(569)
Operating lease obligations	$ 4,132

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Stock-based Compensation (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2024	Mar. 31, 2023
The 2012 Stock Incentive Plan
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Compensation expense related to stock-based plans	$ 0.2	$ 0.2	$ 0.5	$ 0.5

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Inventories - Components of Inventories (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Jun. 30, 2023
Inventory Disclosure [Abstract]
Raw material and supplies	$ 34,779	$ 36,402
Goods in process and finished parts	21,298	20,978
Finished goods	32,534	34,414
Total before LIFO reserve	88,611	91,794
LIFO Reserve	(30,093)	(26,380)
Total	$ 58,518	$ 65,414

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Inventories - Narrative (Details) - USD ($) $ in Thousands	9 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Jun. 30, 2023
Inventory Disclosure [Abstract]
Inventories	$ 58,518		$ 65,414
LIFO reserves	30,093		26,380
Inventory difference using FIFO basis	40,500		38,100
LIFO inventory amount	10,400		$ 11,700
Effect of LIFO reserve on income	$ (3,800)	$ 400

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Goodwill and Intangible Assets - Finite-lived Intangible Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Jun. 30, 2023
Finite-Lived Intangible Assets [Line Items]
Gross intangible assets	$ 12,904	$ 13,954
Accumulated amortization and impairment	(8,008)	(9,282)
Net intangible assets	4,896	4,672
Trademarks and trade names
Finite-Lived Intangible Assets [Line Items]
Gross intangible assets	2,070	2,070
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Gross intangible assets	630	630
Software development
Finite-Lived Intangible Assets [Line Items]
Gross intangible assets	10,099	11,149
Other intangible assets
Finite-Lived Intangible Assets [Line Items]
Gross intangible assets	$ 105	$ 105

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Goodwill and Intangible Assets - Narrative (Details) - USD ($)	3 Months Ended	9 Months Ended
	Mar. 31, 2024	Mar. 31, 2024	Jun. 30, 2023	Mar. 31, 2023
Finite-Lived Intangible Assets [Line Items]
Amortization of intangible assets	$ 300,000	$ 800,000
Goodwill, gross	4,700,000	4,700,000
Goodwill impairment loss		3,700,000
Goodwill	$ 1,015,000	$ 1,015,000	$ 1,015,000	$ 0
Computer Software
Finite-Lived Intangible Assets [Line Items]
Intangible asset useful life	5 years	5 years
Trademarks and Trade Names
Finite-Lived Intangible Assets [Line Items]
Intangible asset useful life	20 years	20 years

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Accrued Expenses (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Jun. 30, 2023
Payables and Accruals [Abstract]
Sales related programs (commissions, rebates, distributor programs, warranty and related)	$ 2,796	$ 2,590
Income taxes	46	509
Professional fees	1,575	2,237
Other	1,355	1,499
Current portion pension cost	2,225	2,216
Taxes other than income tax	3,123	1,888
Workers compensation and employee deposits	437	491
Freight	344	149
Total	$ 11,901	$ 11,579

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Pension and Post-retirement Benefits - Narrative (Details) - Pension Plan $ in Millions	3 Months Ended	9 Months Ended
	Mar. 31, 2024 USD ($) plan	Mar. 31, 2024 USD ($) plan
Defined Benefit Plan Disclosure [Line Items]
Number of defined benefit pension plans | plan	2	2
United States
Defined Benefit Plan Disclosure [Line Items]
Number of defined benefit pension plans | plan	1	1
Employer contributions | $	$ 1.1	$ 2.4
Foreign Plan
Defined Benefit Plan Disclosure [Line Items]
Employer contributions | $	$ 0.2	$ 0.7

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Pension and Post-retirement Benefits - Net Periodic Costs (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2024	Mar. 31, 2023
Pension Plan
Defined Benefit Plan Disclosure [Line Items]
Interest cost	$ 1,537	$ 1,464	$ 4,591	$ 4,354
Expected return on plan assets	(1,084)	(1,015)	(3,231)	(3,007)
Amortization of net loss	10	10	30	30
Total	463	459	1,390	1,377
Post Retirement Medical Plan
Defined Benefit Plan Disclosure [Line Items]
Service cost	5	6	14	17
Interest cost	17	18	52	53
Amortization of prior service credit	(369)	(369)	(1,106)	(1,106)
Amortization of net loss	30	44	92	133
Total	$ (317)	$ (301)	$ (948)	$ (903)

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Debt - Schedule of Debt (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Jun. 30, 2023
Short-term and current maturities
Loan and Security Agreement (Term Loan)	$ 2,326	$ 4,961
Brazil Loans	1,396
Subtotal short-term and current maturities	2,326	4,961
Long-term debt (net of current portion)
Loan and security agreement	5,768	5,273
Total debt	8,094	10,234
Loan and Security Agreement (Term Loan)
Long-term debt (net of current portion)
Loan and security agreement	1,625	1,957
Loan and Security Agreement (Line of Credit)
Long-term debt (net of current portion)
Loan and security agreement	4,397	2,897
Brazil Loans
Long-term debt (net of current portion)
Loan and security agreement	74	827
Debt reacquisition cost	(328)	(408)
Loan and Security Agreement (Term Loan)
Short-term and current maturities
Loan and Security Agreement (Term Loan)	1,004	1,495
Brazil Loans
Short-term and current maturities
Brazil Loans	$ 1,322	$ 3,466

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Debt - Narrative (Details) - USD ($)		9 Months Ended
	Apr. 29, 2022	Mar. 31, 2024
Debt Instrument [Line Items]
Re-acquisition costs, amortization period (in years)		5 years
Credit limit on revolving loan facility		$ 30,000,000
Commitment fee percentage on line of credit		0.25%
Loan and Security Agreement (Term Loan) | Loan and Security Agreement (Line of Credit)
Debt Instrument [Line Items]
Minimum fixed charge coverage ratio	100.00%
Revolving Credit Facility | The Credit Facility
Debt Instrument [Line Items]
Credit limit on revolving loan facility	$ 30,000,000
Uncommitted accordion provision	10,000,000
Face value of term loan	$ 12,100,000
Revolving Credit Facility | Loan and Security Agreement (Term Loan) | Loan and Security Agreement (Line of Credit)
Debt Instrument [Line Items]
Percentage of receivables included in borrowing base, investment grade	90.00%
Percentage of receivables included in borrowing base, domestic investment grade and foreign insured	85.00%
Percentage of receivables included in borrowing base, foreign uninsured	75.00%
Percentage of eligible inventory included in borrowing base at cost	65.00%
Percentage of eligible inventory included in borrowing base at net orderly liquidation value	85.00%
Revolving Credit Facility | Capital Expenditure Draw Down Credit Facility
Debt Instrument [Line Items]
Credit limit on revolving loan facility	$ 7,000,000
Term Loan | Loan and Security Agreement (Term Loan) | Loan and Security Agreement (Line of Credit)
Debt Instrument [Line Items]
Percentage of the fair market value of eligible real estate	70.00%
Collateral amount	$ 4,600,000
Percentage of net orderly liquidation value of machinery and equipment	85.00%
Capped value of eligible machinery and equipment	$ 7,500,000
Amortization period for real estate portion	12 years 6 months
Amortization period for machinery and equipment portion	6 years 8 months 1 day
Quarterly term loan payments	$ 373,650
Capital Expenditure Draw Down Credit Facility | Loan and Security Agreement (Term Loan) | Loan and Security Agreement (Line of Credit)
Debt Instrument [Line Items]
Percentage of eligible new machinery and equipment	80.00%
Draw down period	18 months
Per quarter amortization rate for capital expenditure draw amounts outstanding	3.75%
HSBC Bank USA
Debt Instrument [Line Items]
Increase in debt	$ 500,000

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Debt - Short-term Debt (Details) $ in Thousands	Mar. 31, 2024 USD ($)
Statement [Line Items]
Outstanding Balance	$ 1,396
Itau Bank | 4.52% Short-term loan
Statement [Line Items]
Interest Rate	4.52%
Outstanding Balance	$ 1,143
Brasil Bank | 4.95% Short-Term Loan
Statement [Line Items]
Interest Rate	4.95%
Outstanding Balance	$ 221
Brasil Bank | 3.80% Short-Term Loan
Statement [Line Items]
Interest Rate	3.80%
Outstanding Balance	$ 32

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Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2024	Mar. 31, 2023
Income Tax Disclosure [Abstract]
Income tax expense (benefit)	$ (55)	$ 3,961	$ (2,592)	$ 1,267
Profit before tax	693	3,512	$ 4,755	$ 11,393
Reduction resulting from lapse of applicable statute of limitations	$ 100
Effective income tax rate percentage	14.00%		51.00%	11.00%
Discrete tax benefit (expense)		$ 5,000	$ 1,300	$ 5,000
Valuation allowance of the effective tax rate		144.00%		44.00%