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STARRETT L S CO - Quarter Report: 2023 September (Form 10-Q)

Table of Contents
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 endedSeptember 30, 2023
OR
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period fromto
Commission file number1-367
THE L. S. STARRETT COMPANY
(Exact name of registrant as specified in its charter)
Massachusetts04-1866480
(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 classTrading Symbol(s)Name of each exchange on which registered
Class A Common - $1.00 Per Share Par ValueSCXNew York Stock Exchange
Class B Common - $1.00 Per Share Par ValueNot applicableNot 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 ofOctober 24, 2023
Class A Common Shares6,934,387
Class B Common Shares549,319

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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.


















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THE L. S. STARRETT COMPANY
CONTENTS
Page No.
Condensed Consolidated Balance Sheets – September 30, 2023 (unaudited) and June 30, 2023
9-18

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PART I.    FINANCIAL INFORMATION
ITEM 1.    FINANCIAL STATEMENTS
THE L. S. STARRETT COMPANY
Condensed Consolidated Balance Sheets
(in thousands except share data) (unaudited)
9/30/20236/30/2023
ASSETS
Current assets:
Cash$12,529 $10,454 
Accounts receivable (less allowance for credit losses of $508 and $449, respectively)
34,506 36,611 
Inventories65,126 65,414 
Prepaid expenses and other current assets9,859 9,723 
Total current assets122,020 122,202 
Property, plant and equipment, net42,600 39,375 
Right of use assets4,630 4,931 
Deferred tax assets, net17,313 17,056 
Intangible assets, net4,774 4,672 
Goodwill1,015 1,015 
Other assets3,417 3,551 
Total assets$195,769 $192,802 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current maturities of debt$5,270 $4,961 
Current lease liability1,625 1,689 
Accounts payable16,587 15,047 
Accrued expenses11,646 11,579 
Accrued compensation6,379 6,287 
Total current liabilities41,507 39,563 
Other tax obligations2,859 2,884 
Long-term lease liability3,149 3,423 
Long-term debt, net of current portion7,944 5,273 
Postretirement benefit and pension obligations11,320 12,192 
Total liabilities66,779 63,335 
Contingencies (Note 12)
Stockholders' equity:
Class A Common stock $1 par (20,000,000 shares authorized; 8,340,540 issued, and 6,932,646 outstanding at September 30, 2023 and 8,265,033 issued and 6,853,673 outstanding at June 30, 2023)
6,933 6,854 
Class B Common stock $1 par (10,000,000 shares authorized; 851,907 issued 551,039 outstanding at September 30, 2023 and 875,192 issued and 576,396 outstanding at June 30, 2023)
551 576 
Additional paid-in capital57,813 57,825 
Retained earnings114,067 112,147 
Accumulated other comprehensive loss(50,374)(47,935)
Total stockholders' equity128,990 129,467 
Total liabilities and stockholders’ equity$195,769 $192,802 
See Notes to Unaudited Condensed Consolidated Financial Statements
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THE L. S. STARRETT COMPANY
Condensed Consolidated Statements of Operations
(in thousands except per share data)
(unaudited)
Three Months Ended
9/30/20239/30/2022
Net sales$60,636 $60,461 
Cost of goods sold41,100 40,261 
Gross profit19,536 20,200 
% of Net sales32.2 %33.4 %
Restructuring charges— 190 
Selling, general and administrative expenses17,077 16,294 
Operating income2,459 3,716 
Other (expense)(365)(676)
Income before income taxes2,094 3,040 
Income tax expense 174 984 
Net income$1,920 $2,056 
Basic income per share$0.26 $0.28 
Diluted income per share$0.25 $0.27 
Weighted average outstanding shares used in per share calculations:
Basic7,437 7,304 
Diluted7,608 7,505 

See Notes to Unaudited Condensed Consolidated Financial Statements
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THE L. S. STARRETT COMPANY
Condensed Consolidated Statements of Comprehensive (Loss)
(in thousands)
(unaudited)

Three Months Ended
9/30/20239/30/2022
Net income$1,920 $2,056 
Other comprehensive (loss):
Currency translation (loss), net of tax(2,405)(2,806)
Pension and postretirement plans, net of tax(34)(25)
Other comprehensive (loss)(2,439)(2,831)
Total comprehensive (loss)$(519)$(775)



See Notes to Unaudited Condensed Consolidated Financial Statements
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THE L. S. STARRETT COMPANY
Condensed Consolidated Statements of Stockholders' Equity
(in thousands)
(unaudited)
For the Three Month Period Ended September 30, 2023:

Common Stock
Outstanding		Additional
Paid-in
Capital		Retained
Earnings		Accumulated
Other
Comprehensive
Loss		Total
Class AClass 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 compensation56 — 9 — — 65 
Conversion23 (23)— — — — 
Balance September 30, 2023$6,933 $551 $57,813 $114,067 $(50,374)$128,990 
Accumulated balance consists of:
Translation loss$(58,245)
Pension and postretirement plans, net of taxes7,871 
$(50,374)

For the Three Month Period Ended September 30, 2022:
Common Stock
Outstanding		Additional
Paid-in
Capital		Retained
Earnings		Accumulated
Other
Comprehensive
Loss		Total
Class AClass 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 compensation76 — 109 — — 185 
Conversion12 (12)— — — — 
Balance September 30, 2022$6,771 $597 $57,247 $91,115 $(53,897)$101,833 
Accumulated balance consists of:
Translation loss$(62,881)
Pension and postretirement plans, net of taxes8,984 
$(53,897)
See Notes to Unaudited Condensed Consolidated Financial Statements
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THE L. S. STARRETT COMPANY
Condensed Consolidated Statements of Cash Flows
(in thousands) (unaudited)
Three Months Ended
9/30/20239/30/2022
Cash flows from operating activities:
Net income$1,920 $2,056 
Non-cash operating activities:
Depreciation1,377 1,288 
Amortization260 363 
Stock-based compensation65 185 
Net long-term tax obligations23 18 
Deferred taxes(454)356 
Postretirement benefit and pension obligations153 162 
Working capital changes:
Accounts receivable1,057 3,135 
Inventories(892)(5,022)
Other current assets(370)(1,740)
Other current liabilities2,511 31 
Prepaid pension expense(903)(263)
Other71 59 
Net cash provided by operating activities4,818 628 
Cash flows from investing activities:
Purchases of property, plant and equipment(3,145)(960)
Software development(367)(202)
Net cash (used in) investing activities(3,512)(1,162)
Cash flows from financing activities:
Proceeds from line of credit borrowings2,000 575 
Term debt repayments(1,047)(2,663)
Shares repurchased(23)(6)
Net cash provided by (used in) financing activities 930 (2,094)
Effect of exchange rate changes on cash(161)7 
Net increase (decrease) in cash2,075 (2,621)
Cash, beginning of period10,454 14,523 
Cash, end of period$12,529 $11,902 
Supplemental cash flow information:
Interest paid$150 $374 
Income taxes paid, net987 2,244 
Property and equipment acquired through term-loan borrowings2,000 — 
See Notes to Unaudited Condensed Consolidated Financial Statements
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THE L. S. STARRETT COMPANY
Notes to Unaudited Condensed Consolidated Financial Statements
September 30, 2023
Note 1:    Basis of Presentation and Summary of Significant Accounting Policies
The unaudited Condensed Consolidated Financial Statements as of and for the three months ended September 30, 2023 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 Condensed 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 audited 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.
Accounts Receivable and Allowance for Credit Losses
Trade accounts receivable are recorded at invoiced amount and do not bear interest. Allowance for credit losses is the Company's estimate of current expected credit losses on its existing accounts receivable and determined based on historical customer assessments, current financial conditions and reasonable and supportable forecasts. Account balances are charged off against the allowance when the Company determines the receivable will not be recovered.
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 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 consolidated financial statements and accompanying notes. Note 2 within the notes to the unaudited Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q and the Company’s 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 condensed 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
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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):
NAIINIGTMUnallocatedTotal
Three Months Ended September 30, 2023
Sales1
$19,470 $25,374 $15,792 $— $60,636 
Operating Income (Loss)$(683)$2,760 $2,371 $(1,989)$2,459 
Three Months Ended September 30, 2022
Sales2
$22,371 $23,299 $14,791 $— $60,461 
Operating Income (Loss) $700 $2,880 $2,278 $(2,142)$3,716 
1.Excludes $334 of NAI segment intercompany sales to the INI segment, $78 of GTM segment intercompany sales to the INI segment, $3,475 of INI segment intercompany sales to NAI and $202 of GTM intercompany sales to NAI.
2.Excludes $652 of NAI segment intercompany sales to the INI segment, $275 of GTM segment intercompany sales to the INI segment, $4,626 of INI segment intercompany sales to NAI and $409 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 September 30, 2023, 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 was $0.3 million and $0.2 million, respectively. They are presented within prepaid expenses and other current assets and accrued expenses, respectively, on the unaudited 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 September 30, 2023 and June 30, 2023, respectively, located in Accounts Payable in the unaudited 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 months ended September 30, 2023 and 2022 (in thousands):
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Three Months Ended
9/30/20239/30/2022
North America
United States$32,777 $34,272 
Canada & Mexico1,758 2,212 
34,535 36,484 
International
Brazil19,430 17,248 
United Kingdom3,535 3,201 
China1,456 1,686 
Australia & New Zealand1,680 1,842 
26,101 23,977 
Total Sales$60,636 $60,461 
Note 4:    Leases
Operating lease expense amounted to $0.5 million and $0.5 million for three months period ended September 30, 2023 and 2022. As of September 30, 2023, the Company’s right-of-use "ROU" assets, lease obligations and remaining cash commitment on these leases were as follows (in thousands):
Right-of-Use
Assets		Operating Lease
Obligations		Remaining Cash
Commitment
Operating leases$4,630 $4,773 $5,486 
The Company has other operating lease agreements with commitments of less than one year or that are not significant. The Company elected the practical expedient option and as such, these lease payments are expensed as incurred. The Company’s weighted average discount rate and remaining term on lease liabilities is approximately 9.0% and 3.1 years. As of September 30, 2023, the Company’s financing leases are not material. The foreign exchange impact affecting the operating leases are, also, not material.
There are no significant changes to fiscal year minimum operating lease commitments as reported in Note 9 to the Consolidated Financial Statements in the Company's Annual Report on Form 10-K, as amended, for the period ended June 30, 2023.
Note 5:    Stock-based Compensation
Compensation expense related to all stock-based plans for the three-month period ended September 30, 2023 was $0.1 million recorded and adjusted down for cancelled performance shares and for the three-month period ended 2022 as $0.1 million.
Note 6:    Inventories
Inventories consist of the following (in thousands):
9/30/20236/30/2023
Raw material and supplies$36,975 $36,402 
Goods in process and finished parts20,153 20,978 
Finished goods34,305 34,414 
91,433 91,794 
LIFO Reserve(26,307)(26,380)
Total Inventory$65,126 $65,414 

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Of the Company’s $65.1 million and $65.4 million total inventory at September 30, 2023 and June 30, 2023, respectively, the $26.3 million and $26.4 million LIFO reserves belong to the U.S. Precision Tools and Saws Manufacturing “Core U.S.” business. The Core U.S. business total inventory was $37.8 million on a FIFO basis and $11.5 million on a LIFO basis at September 30, 2023. The Core U.S. 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, resulted in a $0.1 million decrease in cost of sales for the goods sold in the three month period ended September 30, 2023 compared to $0.3 million decrease in the three month period ended September 30, 2022.
Note 7:    Goodwill and Intangible Assets
Amortizable intangible assets consist of the following (in thousands):
9/30/20236/30/2023
Trademarks and trade names$2,070 $2,070 
Customer relationships630 630 
Software development9,429 11,149 
Other intangible assets101 105 
Gross intangible assets12,230 13,954 
Accumulated amortization and impairment(7,456)(9,282)
Net intangible assets$4,774 $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.
The goodwill gross balance at September 30, 2023 was $4.7 million and accumulated impairment of $3.7 million. There was no change to goodwill in the three months ended September 30, 2023 and the balance is a net $1.0 million.
Note 8: Accrued Expenses (in thousands):
09/30/202306/30/2023
Sales related programs (commissions, rebates, distributor programs, warranty and related)$2,893 $2,590 
Income taxes192 509 
Professional fees2,412 2,237 
Other1,319 1,499 
Current portion pension cost2,215 2,216 
Taxes other than income tax1,950 1,888 
Workers compensation and employee deposits377 491 
Freight288 149 
Total$11,646 $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) in the unaudited Condensed Consolidated Statements of Operations except 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):
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Three Months Ended
9/30/20239/30/2022
Interest cost1,552 1,482 
Expected return on plan assets(1,098)(1,032)
Amortization of net loss10 10 
$464 $460 
Net periodic benefit costs for the Company's Postretirement Medical Plan consists of the following (in thousands):
Three Months Ended
9/30/20239/30/2022
Service cost$5 $6 
Interest cost17 18 
Amortization of prior service credit(369)(369)
Amortization of net loss31 44 
$(316)$(301)
For the three months ended September 30, 2023, the Company contributed $0.6 million in the U.S. and $0.2 million in the UK pension plans. Based upon the actuarial valuations performed on the Company’s defined benefit plans the contribution for fiscal 2024 for the U.S. plans requires a contribution of $3.0 million and the U.K. plan requires one of $0.9 million. However, as a result of the American Rescue Plan Act of 2021, the minimum required company contribution for the U.S. Plan in fiscal 2024 can be lower. The Company believes that government regulation is only a small part of deciding the pension funding, and as a result, may contribute more than the federal requirement. The Company contributed $2.2 million in total during fiscal year 2023, with $1.4 million in the U.S. and $0.8 million in the U.K.
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 obligation in net periodic (benefit) cost as of the plan measurement date. Net actuarial gains or losses that are less than 10% of the thresholds noted above are accounted for as part of accumulated other comprehensive loss.
Note 10:     Debt
Debt is comprised of the following (in thousands):
9/30/20236/30/2023
Short-term and current maturities
Loan and Security Agreement (Term Loan)$2,168 $1,495 
Brazil Loans3,102 3,466 
Subtotal short-term and current maturities5,270 4,961 
Long-term debt (net of current portion)
Loan and Security Agreement (Term Loan)3,284 1,957 
Loan and Security Agreement (Line of Credit)4,897 2,897 
Brazil Loans145 827 
Debt Reacquisition Cost(382)(408)
Subtotal long-term debt7,944 5,273 
Total Debt$13,214 $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 credit facilities 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
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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 facility was comprised of 70% of the fair market value of the Borrowers’ 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.

In Brazil affecting the need for borrowing, the Company historically had a build-up of ICMS (which translates to "Tax on Commerce and Services"). The Company has changed the methodology of charging and re-claiming ICMS on imports and domestic sales so that this credit is subsequently relieved and does not increase at that rate again. The ICMS balance as of June 30, 2023 was $4.9 million and $4.8 million as of September 30, 2023. The balance is located on the unaudited Condensed Consolidated Balance Sheets in prepaid expenses and other current assets.
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 September 30, 2023 (in thousands):
Lending InstitutionInterest RateBeginning DateEnding DateOutstanding Balance
Itau4.52 %October 2021September 2024$2,286 
Itau4.98 %February 2022February 2024609 
Brasil4.95 %August 2022July 2025289 
Brasil3.80 %September 2022August 202463 
$3,247 

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Note 11:     Income Taxes

Tax expense for the three month period ended September 30, 2023 was $0.2 million on profit before tax of $2.1 million (an effective tax rate of 8%). During the three months ended September 30, 2023 the Company recorded a discrete tax benefit of $0.7 million primarily 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. Excluding this discrete tax benefit recorded, the effective tax rate for the three months ended September 30, 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%, foreign losses not benefitted, and non-creditable foreign withholding tax.

Tax expense for the three month period ended September 30, 2022 was $1.0 million on profit before tax of $3.0 million (an effective tax rate of 32%). The effective tax rate for the three month period ended September 30, 2022 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%, offset by discrete tax benefits recognized from excess stock compensation deductions, tax credits and permanent deductions generated from research expenses.

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 and a full valuation allowance against deferred tax assets generated in China and Australia at September 30, 2023 and June 30, 2023. The Company had long term tax obligations related primarily to transfer pricing adjustments at September 30, 2023 and June 30, 2023.

Note 12:     Contingencies
The Company is involved in certain legal matters, which arise, in the normal course of business. The Company does not believe it is reasonably possible that these matters will have a material impact on the Company’s 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, as well as adjusted operating income.

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 in order to show comparative operational performance. 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 2 to the unaudited Condensed Consolidated Financial Statement in this Quarterly Report on this Form 10-Q regarding segment results of operations. Our business is organized into three reportable segments between North American Industrial "NAI", International Industrial, "INI", and the 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 2. These tables below are included to better explain our consolidated operational performance by showing more detail by business segment and reconciling U.S. GAAP operating income and adjusted operating income.
Three months ended September 30, 2023 and September 30, 2022
The following table represents key results of operations on a consolidated basis for the three months ended September 30, 2023 and September 30, 2022:
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Three Months Ended
(Amounts in thousands)9/30/202309/30/2022$ Change favorable (unfavorable)% Change
Net sales$60,636 $60,461 $149 0.2 %
Gross profit19,536 20,200 (664)(3.3)%
% of net sales32.2 %33.4 %
Restructuring charges— 190 190 (100.0)%
Selling, general and administrative expenses17,077 16,294 (783)(4.8)%
% of net sales28.2 %27.3 %
Operating income2,459 3,716 (1,249)(33.6)%
Other (expense), net(365)(676)311 (46.0)%
Income before income taxes2,094 3,040 (946)(31.1)%
Income tax expense 174 984 810 82.3 %
Net income$1,920 $2,056 $(136)(6.6)%
GAAP to Non-GAAP reconciliation:
Three Months Ended
(Amounts in thousands)09/30/2309/30/22$ Change favorable (unfavorable)% Change
Operating income as reported$2,459 $3,716 $(1,257)(33.8)%
Add back restructuring charges — 190 (190)(100.0)%
Non- GAAP adjusted operating income$2,459 $3,906 $(1,918)(49.1)%


Key Results by Reporting Segment

Three Months Ended September 2023Three Months Ended September 2022
(Amounts in thousands)NAIINIGTMCorporateTotalNAIINIGTMCorporateTotal
Net sales$19,470 $25,374 $15,792 $— $60,636 $22,371 $23,299 $14,791 — $60,461 
Gross profit3,928 9,776 5,832 — 19,536 5,415 8,952 5,833 — 20,200 
% of net sales20.2 %38.5 %36.9 %32.2 %24.2 %38.4 %39.4 %— 33.4 %
Restructuring charges— — — — — — — — 190 190 
Selling, general and administrative expenses4,611 7,016 3,461 1,989 17,077 4,715 6,072 3,555 1,952 16,294 
% of net sales23.7 %27.7 %21.9 %28.2 %21.1 %26.1 %24.0 %— 26.9 %
Operating (loss) income$(683)$2,760 $2,371 $(1,989)$2,459 $700 $2,880 $2,278 $(2,142)$3,716 
% of net sales(3.5)%10.9 %15.0 %4.1 %3.1 %12.4 %15.4 %— 6.1 %

Non-GAAP Measure Reconciliation: Fiscal 2024 Q1 "Currency Neutral" Net Sales
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Three months ended
(Amounts in Thousands)9/30/20239/30/2022$ Change% Change
Net Sales, as reported$60,636 $60,461 $175 0.3 %
Currency Neutralizing Adjustment*(1,574)— (1,574)(2.6)%
Q1 FY24 Currency Neutral Net Sales 59,062 60,461 (1,399)(2.3)%
NAI Net Sales, as reported20,432 22,371 (1,939)(8.7)%
Currency Neutralizing Adjustment*(93)— (93)(0.4)%
Q1FY24 Currency Neutral NAI Net Sales20,339 22,371 (2,032)(9.1)%
INl Net Sales, as reported25,655 23,299 2,356 10.1 %
Currency Neutralizing Adjustment*(1,449)— (1,449)(6.2)%
Q1FY24 Currency Neutral INI Net Sales24,206 23,299 907 3.9 %
GTM Net Sales, as reported14,549 14,791 (242)(2)%
Currency Neutralizing Adjustment*(32)— (32)100 %
Q1FY24 Currency Neutral GTM Net Sales$14,517 $14,791 $(274)(2)%
*"Currency Neutralizing Adjustment" = Change when converting Q1FY24 sales in non USD functional currencies at the same exchange rates used in the comparison period.
Overview
Net Sales for the three months ended September 30, 2023 and September 30, 2022 were $60.6 million and $60.5 million, respectively, an increase of $0.1 million or 0.3%. An increase to net sales due to pricing actions of 2.9% and a positive foreign exchange impact of 2.6% was offset by volume and mix declines totaling 5.2% compared to the prior year quarter. Consolidated gross profit was down $0.7 million or 3.3% versus prior year to $19.5 million for the three months ended September 30, 2023. Gross margin was 32.2% of sales in the three months ended September 30, 2023 versus 33.4% during the prior year. Selling, General and Administrative expenses have increased overall by $0.8 million or 4.8% versus prior year to $17.1 million in the three months ended September 30, 2023. In the three months ended September 30, 2023 operating income was $2.5 million, a $1.2 million or a 33.6% reduction versus September 30, 2022 during which we reported operating income of $3.7 million.
The U, S. Dollar has weakened since the prior year, predominately against the Brazilian Real, favorably impacting the translation of the Brazilian Real into United States Dollars. Currency neutral net sales for the three months ended September 30, 2023 would have been $59.1 million, representing a decline of $1.6 million or 2.3%, by using the exchange rates of the period ended September 30, 2022.
Net Sales
In the three months ended September 30, 2023 consolidated net sales were $60.6 million, with NAI net sales of $19.5 million. INI net sales of $25.4 million and GTM net sales of $15.8 million. In the three months ended September 30, 2023 NAI net sales decreased $2.9 million or 13.0% from $22.4 million in the three months ended September 30, 2022, While incoming orders remain stable and backlog healthy at over $10 million, NAI sales have been negatively impacted by low factory utilization and output of the measuring tools plant due to labor challenges. INI net sales increased $2.1 million or 8.9% from $23.3 million in the three months ended September 30, 2022. This increase is partially due to increased volumes in Brazil and Europe buoyed by new product introductions, and by favorable FX translation as the US Dollar has weakened since the comparative period. GTM net sales increased in the three months ended September 30, 2023 by $1.0 million or 6.8% from $14.8 million net sales in the three months ended September 30, 2022, and continue to be supported by high demand for our precision granite products. Currency neutral net sales consolidated would have been $59.1 million in the three months ended September 30, 2022, as referenced in the table above. Currency neutral net sales adjustments for the three months September 30, 2023 would lower net sales by $0.1 million in NAI, $1.4 million in INI.
Gross Profit
Gross profit of $19.5 million in the three months ended September 30, 2023 decreased $0.7 million or 3.3% over the three months ended September 30, 2022 of $20.2 million. In the three months ended September 30, 2023 gross margin was 32.2% compared to 33.4% for the three months ended September 30, 2022.
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In the three months ended September 30, 2023, NAI gross profit decreased $1.5 million or 27.5% to $3.9 million, or 20.2% of sales from $5.4 million, or 24.2% of sales in the three months ended September 30, 2022. This is a result of the aforementioned headwinds in our measuring tool production facility. INI gross profit increased $0.8 million or 9.2% to $9.8 million, or 38.5% of sales, compared to $9.0 million, or 38.4% of sales in the three months ended September 30, 2022. GTM gross profit remained flat at $5.8 million on $1.0 million more in sales with gross margin at 36.9% in the three months ended September 30, 2023 as compared to 39.4% in the three months ended September 30, 2022. This is partially due to mix, as sales of our higher margin in-line laser measuring systems has declined as a result of the U.S. automotive strikes that temporarily paused capital spending across the sector.
Selling, General and Administrative Expenses
Selling, general and administrative expenses of $17.1 million in the three months ended September 30, 2023 increased $0.8 million or 4.8% over the three months ended September 30, 2022 at $16.3 million. About half of this increase is due to the impact of the translation of foreign currencies into United States Dollars, notably the Brazilian Real. Overall, selling, general and administrative expenses as a percentage of sales increased as the company reinvested globally. Selling, general and administrative expenses were 28.2% in the three months ended September 30, 2023, compared to 27.3% including $0.2 million in restructuring in the three months ended September 30, 2022. NAI increased $0.1 million or 2.2% from 21.1% of sales to 23.7% of sales. INI selling, general and administrative expenses increased $0.9 million or 10.5% as expenses increased as a percentage of sales to 27.7% from 26.1% of sales during the comparative period. GTM selling, general and administrative expenses decreased in the three months ended September 30, 2023 $0.1 million or 2.6% to $3.5 million as compared to the three months ended September 30, 2022 of $3.6 million. Corporate expenses remained flat at $2.0 million in the three months ended September 30, 2023 compared the three months ended September 30, 2022.
Income Taxes
In the three months ended September 30, 2023, the Company recognized income tax expense of $0.2 million on profit before tax of $2.1 million (an effective tax rate of 8%) as compared to income tax expense of $1.0 million on profit before tax of $3.0 million (an effective tax rate of 32%), in the three months ended September 30, 2022. The lower effective tax rate in the three months ended September 30, 2023, when compared with the three months ended September 30, 2022 is primarily due to a discrete tax benefit of $0.7 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, offset by certain foreign losses not benefited for the three months ended September 30, 2023.
Other Income and Net Income
Other expense in the three months ended September 30, 2023 and September 30, 2022 was $0.4 million and $0.7 million, respectively. Exchange gain was $0.1 million in the three months ended September 30, 2023 and exchange loss was $0.4 million in the three months ended September 30, 2022. The effective interest rate on the borrowings under the Loan and Security Agreement during the three months ended September 30, 2023 and 2022 was 8.9% and 4.2%, respectively.
In the three months ended September 30, 2023 net income was $1.9 million, $0.1 million or 6.6% lower than net income of $2.1 million in the three months ended September 30, 2022. Dilutive earnings per share for the three months ended September 30, 2023 and 2022 were $0.25 and $0.27, respectively.

LIQUIDITY AND CAPITAL RESOURCES
Cash flows (in thousands)Three Months Ended
9/30/20239/30/2022
Cash provided by operating activities$4,818 $628 
Cash (used in) investing activities(3,512)(1,162)
Cash provided by (used in) financing activities930 (2,094)
Effect of exchange rate changes on cash(161)7 
Net increase (decrease) in cash$2,075 $(2,621)
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Net cash flows used in the three months ended September 30, 2023 was $2.1 million. Cash provided by operations was $4.8 million resulting from net income of $1.9 million, increases in accounts receivable of $1.1 million partially due to higher sales, and in other current liabilities of $2.5 million driven by accounts payable and partially offset by a decrease of $0.9 million in inventories. Cash used in investing activities was $3.5 million as a result of $3.1 million in capital expenditures and $0.4 million in software development while cash provided by financing activities amounted to $0.9 million as we borrowed $2.0 million and repaid $1.1 million.

We believe we maintain sufficient liquidity and that existing cash and cash expected to be provided by future operating activities and available credit are adequate to satisfy our 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.
We have implemented a $5 million expansion at our precision granite manufacturing facility in Waite Park, MN in order to meet continued high demand for our products. The project is nearing completion and is expected to be completed during fiscal year 2024. It is being financed by the use of a $2.0 million borrowed from $7.0 million capital expenditure draw down facility, which was previously 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 three months ended September 30, 2023 and 2022 was 8.9% and 4.2%, respectively.

We do 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

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are not required to provide the information under this item.

ITEM 4. CONTROLS AND PROCEDURES
During the year ended June 30, 2023, in connection with evaluating the error in segment reporting, we identified a material weakness in our internal control over financial reporting. The Company has implemented certain changes in our internal controls as of the filing of this report to address the material weakness to include, among other changes quarterly monitoring to any changes of the reporting package reviewed by the chief operating decision maker "CODM". The material weakness cannot be considered fully remediated until the improved controls have been in place and operated for a sufficient period of time. However, our management, including our Chief Executive Officer and Chief Financial Officer, has concluded that, notwithstanding the identified material weakness in our internal control over financial reporting, the financial statements fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented in conformity with U.S. GAAP.

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.

Other than the remediation actions described above, during the first quarter of fiscal 2024, there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the three months ended September 30, 2023 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,
as amended for the year ended June 30, 2023.
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ITEM 6.    EXHIBITS
3aRestated 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.
3bAmended and Restated Bylaws, filed with Form 10-Q for the quarter ended December 31, 2012 filed February 7, 2013, is hereby incorporated by reference
4aRights Agreement dated as of November 2, 2010 between the Company and Mellon Investor Services LLC, 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 25, 2010, filed November 4, 2010 is hereby incorporated by reference.
4bAmendment No. 1 to Rights Agreement dated as of February 5, 2013 by and between the Company and Computershare Shareowner Services LLC, filed with Form 10-Q for the quarter ended December 31, 2012, filed February 7, 2013 is hereby incorporated by reference.
31.1*
31.2 *
32.1+
32.2+
101
The following materials from The L. S. Starrett Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 are furnished herewith, formatted in XBRL (Extensible Business Reporting Language): (I) the Condensed 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 Condensed Consolidated Statements of Cash Flows, and (vi) Notes to Condensed Consolidated Financial Statements, tagged as blocks of text.
104Cover 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)
DateNovember 10, 2023/S/ Douglas A. Starrett
Douglas A. Starrett - President and CEO (Principal Executive Officer)
DateNovember 10, 2023/S/ John C. Tripp
John C. Tripp - CFO and Treasurer (Principal Accounting Officer)

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