STANDEX INTERNATIONAL CORP/DE/ Management’s Discussion and Analysis of Financial Condition and Results of Operations (Form 10-Q)

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



Overview



We are a diversified industrial manufacturer with leading positions in a variety
of products and services that are used in diverse commercial and industrial
markets. We have seven operating segments aggregated into five reportable
segments: Electronics, Engraving, Scientific, Engineering Technologies, and
Specialty Solutions. Three operating segments are aggregated into Specialty
Solutions. Our segments differentiate themselves by collaborating with our
customers in order to develop and deliver custom solutions or engineered
components that solve problems for our customers or otherwise meet their needs
(a business model we refer to as "Customer Intimacy"). Overall management,
strategic development and financial control are led by the executive staff at
our corporate headquarters located in Salem, New Hampshire.


Our long-term strategy is to enhance shareholder value by building larger, more
profitable focused industrial platforms through our Standex Value Creation
System that assists management in meeting specific corporate and business unit
financial and strategic performance goals in order to create, improve, and
enhance shareholder value. In so doing, we expect to focus our financial assets
and managerial resources on our higher growth and operating margin businesses
while considering divestiture of those businesses that we feel are not strategic
or do not meet our growth and return expectations.

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The Standex Value Creation System is a methodology which provides standard work
and consistent tools used throughout the Company in order to achieve our
organization's goals. The Standex Value Creation System employs four components:
Balanced Performance Plan, Growth Disciplines, Operational Excellence, and
Talent Management. The Balanced Performance Plan process aligns annual goals
throughout the Company and provides a standard reporting, management and review
process.  It is focused on setting, tracking and reviewing annual and quarterly
targets that support our short and long-term goals.  The Growth Disciplines use
a standard playbook of tools and processes including market maps, market tests
and growth laneways to identify, explore and execute on opportunities that
expand the business organically and through acquisitions.  Operational
Excellence also employs a standard playbook of tools and processes, based on
Lean, to improve operating execution (effectiveness), eliminate waste
(efficiency) and thereby improve profitability, cash flow and customer
satisfaction.  Finally, Talent Management is an organizational development
process that provides recruitment, training, development, and succession
planning for employees throughout our worldwide organization.  Through the use
of our Standex Value Creation System, we have developed a balanced approach to
value creation.  We intend to continue investing acquisition capital in high
margin and growth businesses, and we will continue to support all of our
businesses as they enhance value through deployment of the Standex Valuation
Creation System.



It is our objective to grow larger and more profitable business units through
both organic initiatives and acquisitions.  We seek to identify and implement
organic growth initiatives such as new product development, geographic
expansion, the introduction of products and technologies into new markets, key
accounts and strategic sales channel partners, and the introduction of new
technologies into existing markets. To advance this strategy, we recently
established an innovation and technology function focused on accelerating new
growth opportunities for emerging technologies, including our ongoing
development project with a global solar energy company. Also, we have a
long-term objective to create sizable business platforms by adding strategically
aligned or "bolt on" acquisitions to strengthen the individual businesses,
create both sales and cost synergies with our core business platforms, and
accelerate their growth and margin improvement.  We look to create both sales
and cost synergies within our core business platforms, accelerate growth and
improve margins.  We have a particular focus on identifying and investing in
opportunities that complement our products and will increase the global presence
and capabilities of our businesses.  From time to time, we have divested, and
likely will continue to divest, businesses that we feel are not strategic or do
not meet our growth and return expectations.



As part of our ongoing strategy:

? In the third quarter of fiscal 2022, we acquired Sensor Solutions, a

designer and manufacturer of custom standard magnetic sensor products

including hall effect switch and interlock sensors, linear and rotary sensors,

and specialized sensors. Sensor Solutions customers in the automotive industry,

industrial, medical, aerospace, military and consumer electronics end markets

are a strategic complement and extend our presence in these markets. Sensor

Solution’s operates a light manufacturing facility in Colorado. His results

    are reported within our Electronics segment.



? In the third quarter of fiscal 2021, we sold Enginetics Corporation

(“Enginetics”), our jet engine components business reported within our

the engineering technologies segment, for Enjet Aero, LLCa private company

aerospace engine component manufacturing company. This sale allowed us

focus on growth and higher margin opportunities in our core business

forming a solutions company serving space, commercial aviation and

defense end markets. We received $11.7 million cash and recorded consideration

a loss on the sale of $14.6 million in the consolidated financial statements.



  ? In the first quarter of fiscal year 2021, we acquired Renco Electronics
    ("Renco"), a designer and manufacturer of customized standard magnetics

components and products including transformers, inductors, chokes and coils

for power and RF applications. Renco’s end markets and customer base in the regions

such as consumer and industrial applications are highly complementary to our

existing business with the potential to further expand the key account

relationships and capitalize on cross-selling opportunities. Renco operates

    one manufacturing facility in Florida and is supported by contract
    manufacturers in Asia.  Renco's results are reported within our
    Electronics segment.




As a result of our portfolio moves over the past several years, we have
transformed Standex to a company with a more focused group of businesses selling
customized solutions to high value end markets via a compelling customer value
proposition.  The narrowing of the portfolio allows for greater management focus
on driving operational disciplines and positions us well to continue benefitting
from the economic rebound associated with the emergence from the end of the
COVID-19 crisis and to use our cash flow from operations to invest selectively
in our ongoing pipeline of organic and inorganic opportunities.

We develop "Customer Intimacy" by utilizing the Standex Growth Disciplines to
partner with our customers in order to develop and deliver custom solutions or
engineered components. By partnering with our customers during long-term product
development cycles, we become an extension of their development teams. Through
this Partner, Solve, Deliver® approach, we are able to secure our position as a
preferred long-term solution provider for our products and components. This
strategy results in increased sales and operating margins that enhance
shareholder returns.

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Standex Operational Excellence drives continuous improvement in the efficiency
of our businesses, both on the shop floor and in the office environment.  We
recognize that our businesses are competing in a global economy that requires us
to improve our competitive position.  We have deployed a number of management
competencies to drive improvements in the cost structure of our business units
including operational excellence through lean enterprise, the use of low-cost
manufacturing facilities, the consolidation of manufacturing facilities to
achieve economies of scale and leveraging of fixed infrastructure costs,
alternate sourcing to achieve procurement cost reductions, and capital
improvements to increase productivity.

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



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



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


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

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

Unless otherwise indicated, references to years refer to fiscal years.

Impact of the COVID-19 pandemic on the business



Given the global nature of our business and the number of our facilities
worldwide, we continue to be impacted globally by COVID-19 related issues. We
have taken effective action around the world to protect our health and safety,
continue to serve our customers, support our communities and manage our cash
flows. Our priority was and remains the health and safety of all of our
employees. Each of our facilities is following safe practices as defined in
their local jurisdictions as well as sharing experiences and innovative ways of
overcoming challenges brought on by the crisis during updates with global site
leaders.  We are rigorously following health protocols in our plants, including
changing work cell configurations and revising shift schedules when appropriate,
in order to do our best to maintain operations. Initially, we experienced
revenue reductions in many of our businesses due to the impact that the
pandemic had on our customers. Conversely, public and private sector responses
to COVID-19 vaccine distribution, especially in the United States, have resulted
in increased sales of scientific refrigeration equipment to customers within our
Scientific reporting segment. While overall customer demand has rebounded from
the impact of the pandemic, more recently we have been impacted by (i) supply
chain shortages, (ii) increased material costs and (iii) labor shortages,
especially in North America. Like other industrial manufacturers, we are
impacted by the impact of rising inflation which we attempt to manage through
appropriate pricing actions and enhanced production efficiency measures.



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We exited the third quarter of fiscal year 2022 with $133.9 million in cash and
$199.7 million of borrowings under our revolving credit facility.  Our leverage
ratio covenant, as defined in our revolving credit agreement, was 1.15 to 1 and
allowed us the capacity to borrow an additional $299.5 million at March 31,
2022. We believe that we have sufficient liquidity around the world and access
to financing to execute on our short and long-term strategic plans.

Finally, we continue to monitor our ability to participate in all government assistance programs made available to us at each of our global locations and to participate in such programs as available and appropriate.

Results from continuing operations


                                       Three Months Ended           Nine Months Ended
                                            March 31,                   March 31,
(In thousands, except percentages)     2022          2021          2022          2021
Net sales                            $ 189,281     $ 172,216     $ 550,600     $ 479,797
Gross profit margin                       36.1 %        36.4 %        36.9 %        36.6 %
Income from operations                  24,470         5,650        69,071        36,743




                                   Three Months Ended       Nine Months Ended
(In thousands)                       March 31, 2022          March 31, 2022
Net sales, prior year period      $            172,216     $           479,797
Components of change in sales:
Organic sales change                            25,012                  

82,623

Effect of acquisitions                             394                     

394

Effect of business divestitures                 (3,901 )                (9,239 )
Effect of exchange rates                        (4,440 )                (2,975 )
Net sales, current period         $            189,281     $           550,600




Net sales increased in the third quarter of fiscal year 2022 by $17.1 million or
9.9% when compared to the prior year quarter. Organic sales increased $25.0
million or 14.5%, primarily due to pricing actions and strong demand in our
Electronics segment, while foreign currency had a $4.4 million
or 2.6% negative impact on sales. Sales in the prior year quarter included
revenue of $3.9 million related to our divested Enginetics business. The Sensor
Solutions acquisition in the third quarter of fiscal year 2022 added $0.4
million in sales for the year.


Net sales increased in the nine months ended March 31, 2022 by $70.8 million or
14.8% when compared to the prior year period. Organic sales increased
$82.6 million or 17.2%, primarily due to pricing actions and strong demand in
our Electronics and Scientific segments, while foreign currency had a
$3.0 million or 0.6% negative impact on sales. Sales in the prior year period
included revenue of $9.2 million related to our divested Enginetics business.
The Sensor Solutions acquisition in the third quarter of fiscal year 2022 added
$0.4 million in sales for the year.



Gross Profit Margin


Our gross margin for the third quarter of fiscal 2022 was 36.1%, down slightly from the prior year quarter gross margin of 36.4%. This decline was primarily the result of project mix and raw material and ocean freight cost headwinds, offset by organic increases in sales and pricing and productivity initiatives in our segments.



Our gross margin for the nine months ended March 31, 2022 was 36.9%, which
increased from the prior year quarter's gross margin of 36.6%. This increase is
a result of organic sales increases and price and productivity initiatives,
partially offset by raw material and ocean freight cost headwinds, a one-time
project related charge at Engineering Technologies in the first quarter, along
with production decreases due to a temporary work stoppage in our Specialty
Solutions segment which was resolved during the first quarter.


Selling, general and administrative expenses

Selling, General, and Administrative ("SG&A") expenses for the third quarter of
fiscal year 2022 were $42.3 million, or 22.4% of sales, compared to $41.7
million, or 24.2% of sales, during the prior year quarter. SG&A expenses during
the quarter were impacted by increased compensation related accruals and
research and development costs.

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SG&A expenses for the nine months ended March 31, 2022 were $128.6 million, or
23.4% of sales, compared to $120.8 million, or 25.2% of sales, during the nine
months ended March 31, 2021.  SG&A expenses during the period were impacted by
increases in compensation related accruals, distribution expense of
approximately $2.7 million associated with the customer mix and higher organic
sales volume and increased research and development costs.



Restructuring Charges


We incurred restructuring expenses of $1.2 million in the third quarter of fiscal 2022 and $2.5 million for the nine months ended March 31, 2022primarily related to productivity improvements and global headcount reductions within our Engraving and Electronics segments.


We expect to incur restructuring costs of approximately $1.5 million throughout
the remainder of fiscal year 2022, as we continue to focus our efforts to reduce
cost and improve productivity across our businesses, particularly through
headcount reductions and productivity initiatives.

Acquisition-related expenses



We incurred acquisition related expenses of $0.4 million in the third quarter of
fiscal year 2022 and $1.6 million for the nine months ended March 31, 2022.
Acquisition related expenses typically consist of due diligence, integration,
and valuation expenses incurred in connection with recent or pending
acquisitions.



Income from Operations



Income from operations for the third quarter of fiscal year 2022 was $24.5
million, compared to $5.7 million during the prior year quarter.  The
increase of $18.8 million, or 333.1%, is primarily due to the impact of the loss
recognized on the sale of our Enginetics business in the third quarter of fiscal
year 2021, organic sales growth, productivity and cost savings initiatives,
offset by increases in material, logistics and labor costs.



Income from operations for the nine months ended March 31, 2022 was $69.1
million, compared to $36.7 million during the prior year quarter.  The increase
of $32.3 million, or 88.0%, is primarily due to the impact of the sale of our
Enginetics business in the third quarter of fiscal year 2021, organic sales
growth, productivity and cost savings initiatives, offset by increases in
material costs.


Interest Expense



Interest expense for the third quarter of fiscal year 2022 was $1.2 million, a
6.0% decrease from interest expense of $1.3 million during the prior year
quarter. Interest expense for the nine months ended March 31, 2022 was $4.5
million, a 1.8% increase from interest expense of $4.4 million during the prior
year. Our effective interest rate in the third quarter of fiscal year 2022 was
2.63%.





Income Taxes



Our effective tax rate from continuing operations for the third quarter of
fiscal year 2022 was 24.0% compared with 56.3% for the prior year quarter. The
tax rate was impacted in the current period by the following items: (i) a
discrete benefit related to a reduction in an uncertain tax position, (ii) a
discrete benefit related to a return to provision adjustment, and (iii) the
jurisdictional mix of earnings. The tax rate was impacted in the prior period by
the following items: (i) reduction of global intangible low-taxed income, (ii)
the jurisdictional mix of earnings and (iii) the establishment of a valuation
allowance against our deferred tax asset attributable to the divestiture of
Enginetics Corporation during the quarter. The divestiture of the Enginetics
business gave rise to a capital loss carryforward, which, if unused, will expire
after 5 years. Capital losses are allowed only to the extent of capital gains;
however, because we did not have capital gains in the prior period or the
applicable carryback period, the capital loss was carried forward. We believe it
is more likely than not that the capital loss carryforward will expire
unutilized. Therefore, a full valuation allowance was established, which
negatively impacted the effective tax rate. The valuation allowance could be
released if it is determined that we will have sufficient taxable income of the
appropriate character within the carryforward period.



Our effective tax rate from continuing operations for the first nine months of
the fiscal year ending June 30, 2022 was 24.5% compared with 25.3% for the prior
year period. The tax rate was impacted in the current period by the following
items: (i) a discrete tax benefit related to equity compensation, (ii) a
discrete benefit related to a reduction in an uncertain tax position, (iii) a
discrete benefit related to a return to provision adjustment, (iv) the
jurisdictional mix of earnings, and (v) foreign withholding taxes.



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Back



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





                                              As of March 31, 2022                 As of March 31, 2021
                                                              Backlog                              Backlog
                                         Total Backlog      under 1 year      Total Backlog      under 1 year
Electronics                             $       164,786     $    151,033     $        97,241     $     96,331
Engraving                                        26,097           19,868              20,108           13,901
Scientific                                        6,542            6,542               9,344            9,344
Engineering Technologies                         55,564           41,197              67,615           39,574
Specialty Solutions                              51,948           48,342              20,776           17,957
Total                                   $       304,937     $    266,982     $       215,084     $    177,107






Total backlog realizable under one year increased $89.9 million, or 50.7%, to
$267.0 million at March 31, 2022 from $177.1 million at March 31,
2021. Electronics total backlog increased 67% in all geographic markets in
response to the beginning of the global recovery from the pandemic and new
business opportunities, plus an additional $2.4 million due to the acquisition
of Sensor Solutions. Backlog declines in the Engineering Technologies segment
are primarily due to project related timing, particularly in the space end
market.


The evolution of the order book at less than one year is as follows (in thousands):

                                               As of
(In thousands)                             March 31, 2022

Backlog less than 1 year, prior year period $177,107
Components of change in the order book: organic change

                                      87,455
Effect of acquisitions                               2,420

Backlog less than one year, current period $266,982





Segment Analysis



Overall



Looking forward to the remainder of fiscal year 2022, we expect to be well
positioned to build on fiscal year 2021 and the nine months ended March 31, 2022
momentum, with anticipated year over year improvement in key financial metrics,
supported by orders growth and productivity initiatives.



Overall, for the fourth quarter of fiscal 2022, we expect:

? continued end market strength in relay and reed switch products as well as

       growth in magnetics in our Electronics segment;


     ? an increase in soft trim demand in our Engraving segment;

? a decline in demand for storage of COVID-19 related vaccines in our

       segment;


     ? continued strength in the commercial aviation market and growth in the
       space market in our Engineering Technologies segment;


     ? strong demand in the food service equipment market in our Specialty
       Solutions segment; and

? a delay in sales due to the impact of the COVID-related containment in China,

       primarily in our Electronics segment.




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Electronics Group



                           Three Months Ended                          Nine Months Ended
                               March 31,                 %                 March 31,                %
(In thousands, except
percentages)               2022          2021          Change         2022          2021          Change
Net sales               $   79,889     $  65,085           22.7 %   $ 232,351     $ 180,524           28.7 %
Income from
operations                  19,194        12,364           55.2 %      54,624        30,861           77.0 %
Operating income
margin                        24.0 %        19.0 %                       23.5 %        17.1 %




Net sales in the third quarter of fiscal year 2022 increased $14.8 million, or
22.7%, when compared to the prior year quarter.  Organic sales increased by
$17.6 million or 27.1%, reflecting a broad-based geographical recovery with
continued strong demand for all product groups as well as new business
opportunities. Sensor Solutions was acquired in the third quarter of fiscal year
2022, adding $0.4 million in sales for the quarter. The foreign currency impact
decreased sales by $3.2 million, or 5.0%.


Income from operations in the third quarter of fiscal year 2022 increased by
$6.8 million, or 55.2%, when compared to the prior year quarter. The operating
income increase was the result of organic sales growth, various price actions
and cost saving initiatives, partially offset by material and freight cost
increases.


Net sales in the nine months ended March 31, 2022 increased $51.8 million, or
28.7%, when compared to the prior year period. Organic sales increased by $54.4
million or 30.1%, reflecting a broad-based geographical recovery with a
strengthening in demand for all product groups including relays in renewable
energy and electric vehicle applications as well as reed switch demand in
transportation end markets and the impact of pricing actions. The acquisition of
Sensor Solutions during the third quarter of fiscal year 2022 added $0.4 million
in sales. The foreign currency impact decreased sales by $2.9 million, or 1.6%.


Income from operations in the nine months ended March 31, 2022 increased by
$23.8 million, or 77.0% when compared to the prior year period. The operating
income increase was the result of organic sales growth, various price actions
and cost saving initiatives, partially offset by material and freight cost
increases.



Sequentially during the fourth quarter of fiscal year 2022, we expect moderate
decline in revenue and operating margin mostly due to the COVID lockdown in
China, partially offset by continued strong global demand across all key
markets.


Engraving Group



                                         Three Months Ended                        Nine Months Ended
                                              March 31,               %                March 31,               %

(In thousands, except percentages) 2022 2021 Change

       2022          2021         Change
Net sales                              $   37,223     $ 36,026          3.3 %   $ 109,037     $ 110,377         (1.2 %)
Income from operations                      5,728        4,510         27.0 %      15,806        16,884         (6.4 %)
Operating income margin                      15.4 %       12.5 %                     14.5 %        15.3 %




Net sales in the third quarter of fiscal year 2022 increased by $1.2 million, or
3.3%, when compared to the prior year quarter. Organic sales increased by $2.0
million, or 5.5% as a result of timing of projects and geographic mix. The sales
increase was offset by foreign exchange impacts of $0.8 million, or 2.2%.


Income from operations in the third quarter of fiscal year 2022 increased by
$1.2 million, when compared to the prior year quarter.  Operating income
increased during the quarter reflecting timing of projects, geographic mix and
productivity initiatives.


Net sales in the nine months ended March 31, 2022 decreased by $1.3 million, or
1.2%, when compared to the prior year period. Organic sales decreased by $1.7
million, or 1.5% as a result of timing of projects.  Foreign exchange impacts
increased sales by $0.4 million, or 0.3%.


Income from operations in the nine months ended March 31, 2022 decreased by $1.1
million, when compared to the prior year period.  Operating income decreased
during the period due to the volume decline and sales mix, partially offset by
productivity initiatives.

Sequentially during the fourth quarter of fiscal year 2022, we expect a slight
decline in revenue and operating margin due to the timing of projects and
geographic mix. In addition, we are implementing new cost savings and margin
improvement actions targeting $2 million of annualized savings upon completion.





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Scientific



                           Three Months Ended                          Nine Months Ended
                               March 31,                 %                 March 31,                 %
(In thousands, except
percentages)               2022          2021         Change           2022          2021          Change
Net sales               $   18,914     $  24,221         (21.9 %)   $   65,079     $  58,777           10.7 %
Income from
operations                   4,155         5,803         (28.4 %)       14,153        14,113            0.3 %
Operating income
margin                        22.0 %        24.0 %                        21.7 %        24.0 %




Net sales in the third quarter of fiscal year 2022 decreased by $5.3 million, or
21.9% when compared to the prior year quarter. The net sales decrease reflects
ongoing sales in pharmaceutical, clinical laboratories, and academic institution
end markets, offset by lower demand associated with COVID-19 vaccination
storage.


Income from operations in the third quarter of fiscal year 2022 decreased $1.6
million, or 28.4% when compared to the prior year quarter. The decrease reflects
lower volume and higher freight costs, partially offset by price and
productivity actions.

Net sales for the nine months ended March 31, 2022 increased $6.3 million, or
10.7%, compared to the prior year period. The net sales increase reflects
overall growth in end markets, such as pharmaceutical channels, clinical
settings, and academic laboratories, including continued strong demand for cold
storage surrounding COVID-19 vaccine distribution and the general market
recovery as well as pricing actions.

Income from operations in the nine months ended March 31, 2022 increased by less
than $0.1 million compared to the prior period. This reflects revenue growth and
pricing actions, offset by higher freight costs and investments in new product
development.

Sequentially in the fourth quarter of fiscal 2022, we expect similar revenue and a slight decline in operating margin due to product mix.

Engineering Technologies Group


                           Three Months Ended                          Nine Months Ended
                               March 31,                 %                 March 31,                 %
(In thousands, except
percentages)               2022          2021          Change          2022          2021          Change
Net sales               $   20,890     $  19,951            4.7 %   $   56,558     $  55,091            2.7 %
Income from
operations                   2,327         1,245           86.9 %        5,540         3,076           80.1 %
Operating income
margin                        11.1 %         6.2 %                         9.8 %         5.6 %




Net sales in the third quarter of fiscal year 2022 increased by $0.9 million, or
4.7%, compared to the prior year quarter. Sales in the prior year quarter
included revenue of $3.9 million related to our divested Enginetics business.
Excluding the impact of the divestiture, sales increased $4.9 million or 24.7%
primarily due to strong demand in the commercial aviation industry, defense and
medical end markets.


Income from operations increased $1.1 million, or 86.9%, in the third quarter of
fiscal year 2022 compared to the prior year quarter primarily due to increased
volume, along with the absences of losses associated with the Enginetics
business.

Net sales in the nine months ended March 31, 2022 increased by $1.5 million, or
2.7%, compared to the prior year period. Sales in the prior year period included
revenue of $9.2 million related to our divested Enginetics business.  Excluding
the impact of the divestiture, sales increased $10.7 million primarily due to
customer demand in the commercial aviation and defense markets, along with an
increase in sales into the space end market, particularly related to
commercialization of space.



Income from operations increased $2.5 million, or 80.1%, in the nine months
ended March 31, 2022 compared to the prior year period primarily due to cost
saving measures implemented during the pandemic and maintained as economic
activity resumed along with the absences of losses associated with the
Enginetics business, offset by a $1.1 million one-time project-related charge
during the first quarter.


Sequentially during the fourth quarter of fiscal year 2022, we expect revenue to
remain similar or slightly higher due to strength in the commercial space and
aviation end markets. Operating margin is expected to increase slightly to
moderately due to end market strength particularly in the commercial space end
market, combined with productivity initiatives and reduced labor shortages.



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Specialty Solutions Group



                           Three Months Ended                          Nine Months Ended
                               March 31,                 %                 March 31,                 %
(In thousands, except
percentages)               2022          2021         Change           2022          2021         Change
Net sales               $   32,365     $  26,933          20.2 %    $   87,575     $  75,028          16.7 %
Income from
operations                   3,632         4,251         (14.6 %)       10,185        11,368         (10.4 %)
Operating income
margin                        11.2 %        15.8 %                        11.6 %        15.2 %




Net sales in the third quarter of fiscal year 2022 increased $5.4 million or
20.2% when compared to the prior year quarter. Organic sales increased $5.8
million, or 21.4%. Increased sales volume is primarily due to positive trends in
food service equipment and refuse end markets, as well as various pricing
actions.


Income from operations decreased $0.6 million or 14.6% in the third quarter of
fiscal year 2022 when compared to the prior year quarter reflecting the impact
of material inflation and increased freight costs primarily in our Hydraulics
business partially offset by volume growth and pricing actions.

Net sales in the nine months ended March 31, 2022 increased $12.5 million or
16.7% when compared to the prior year period. Organic sales increased $13.0
million, or 17.3%. Increased sales volume is primarily due to a continued
recovery in the Pumps and Merchandising businesses and pricing actions,
partially offset by the impact of a temporary work stoppage which was resolved
during the first quarter.



Income from operations decreased $1.2 million or 10.4% in the nine months ended
March 31, 2022 when compared to the prior year period primarily as a result of
higher costs of labor, including the temporary work stoppage in the first
quarter and higher raw material and ocean freight costs, partially offset by
pricing actions.


Sequentially during the fourth quarter of fiscal year 2022, we expect revenue to
increase slightly due to increased production levels at our Hydraulics business,
and solid demand in our display merchandising business. We expect a
moderate increase to operating margin due to increased demand and productivity
initiatives.



Corporate and Other



                           Three Months Ended                          Nine Months Ended
                               March 31,                 %                 March 31,                %
(In thousands, except
percentages)               2022          2021         Change          2022          2021         Change
Income (loss) from
operations:
Corporate               $   (8,961 )   $  (7,162 )        25.1 %    $ (25,507 )   $ (21,607 )        18.0 %
Loss on sale of
business                         -       (14,624 )        (100 %)           -       (14,624 )      (100.0 %)
Restructuring               (1,186 )        (482 )       146.1 %       (2,469 )      (2,478 )        (0.4 %)
Acquisition related
costs                         (419 )        (255 )        64.3 %       (1,561 )        (850 )        83.6 %
Other income
(expense), net                   -             -           0.0 %       (1,700 )           -         100.0 %




Corporate expenses in the third quarter of fiscal year 2022 and in the nine
months ended March 31, 2022 increased by 25.1%, and 18.0%, respectively, when
compared to the prior year period. The increase is related to employee related
compensation accruals and research and development costs.



The restructuring and acquisition related costs have been discussed above in the
Company Overview. The increase in other expenses in the nine months ended March
31, 2022 reflects a $1.7 million litigation accrual in the second quarter of
fiscal year 2022.



Discontinued Operations



In pursuing our business strategy, the Company may divest certain businesses.
Future divestitures may be classified as discontinued operations based on their
strategic significance to the Company. Net loss from discontinued operations was
$0.1 million and $0.3 million for the three months ended March 31, 2022 and
2021, respectively. Net loss from discontinued operations was $0.1 million and
$1.6 million for the nine months ended March 31, 2022 and 2021, respectively.





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Cash and capital resources



At March 31, 2022, our total cash balance was $133.9 million, of which
$100.6 million was held by foreign subsidiaries.  During the third quarter and
in the first nine months of fiscal year 2022, we repatriated $4.5 million and
$20.4 million, respectively to the United States from our foreign subsidiaries.
We expect to repatriate between $10.0 million and $15.0 million during the
fourth quarter of fiscal year 2022, however, the amount and timing of cash
repatriation during the fiscal year will be dependent upon each business unit's
operational needs including requirements to fund working capital, capital
expenditures, and jurisdictional tax payments. The repatriation of cash balances
from certain of our subsidiaries could have adverse tax consequences or be
subject to capital controls; however, those balances are generally available
without legal restrictions to fund ordinary business operations.


Net cash provided by continuing operating activities for the nine months ended
March 31, 2022, was $48.6 million compared to net cash provided by continuing
operating activities of $49.3 million in the prior year.  We generated $31.2
million from income statement activities and used $30.9 million of cash to fund
working capital and other balance sheet increases.  Cash flow used in investing
activities for the nine months ended March 31, 2022 totaled $17.3 million and
primarily consisted of $13.1 million used for capital expenditures, $9.9 million
used for the acquisition of Sensor Solutions, $5.0 million generated by proceeds
from a life insurance policy related to the death of a retired Company
executive, $1.7 million generated by sales of property, plant, and equipment,
and $1.0 million used in other investing activities. Cash used by financing
activities for the nine months ended March 31, 2022 was $30.4 million and
consisted primarily of purchases of stock of $21.4 million, cash paid for
dividends of $9.1 million, and contingent consideration payments due to the
seller of the Renco business of $1.2 million.

During the second quarter of fiscal year 2019, we entered into a five-year
Amended and Restated Credit Agreement ("credit agreement", or "facility") with a
borrowing limit of $500 million.  The facility can be increased by an amount of
up to $250 million, in accordance with specified conditions contained in the
agreement.  The facility also includes a $10 million sublimit for swing line
loans and a $35 million sublimit for letters of credit.

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

Funds borrowed under the facility may be used for the repayment of debt, working
capital, capital expenditures, acquisitions (so long as certain conditions,
including a specified funded debt to EBITDA leverage ratio is maintained), and
other general corporate purposes.  As of March 31, 2022, the Company used $6.2
million against the letter of credit sub-facility and had the ability to borrow
$299.5 million under the facility based on our current trailing twelve-month
EBITDA.  The facility contains customary representations, warranties and
restrictive covenants, as well as specific financial covenants. The Company's
current financial covenants under the facility are as follows:

Interest Coverage Ratio - The Company is required to maintain a ratio of
Earnings Before Interest and Taxes, as Adjusted ("Adjusted EBIT per the Credit
Facility"), to interest expense for the trailing twelve months of at least
2.75:1.  Adjusted EBIT per the Credit Facility specifically excludes
extraordinary and certain other defined items such as cash restructuring and
acquisition related charges up to the lower of $20.0 million or 10% of EBITDA.
The facility also allows for unlimited non-cash charges including purchase
accounting and goodwill adjustments.  At March 31, 2022, the Company's Interest
Coverage Ratio was 15.9.

Leverage Ratio - The Company's ratio of funded debt to trailing twelve month
Adjusted EBITDA per the Credit Facility, calculated as Adjusted EBIT per the
Credit Facility plus depreciation and amortization, may not exceed 3.5:1.  Under
certain circumstances in connection with a Material Acquisition (as defined in
the Facility), the Facility allows for the leverage ratio to go as high as 4.0:1
for a four-fiscal quarter period.  At March 31, 2022, the Company's Leverage
Ratio was 1.15.


As of March 31, 2022, we had borrowings under our facility of $200.0 million. In
order to manage our interest rate exposure on these borrowings, we are party to
$200.0 million of active floating to fixed rate swaps.  These swaps convert our
interest payments from LIBOR to a weighted average fixed rate of 1.27%.  The
effective rate of interest for our outstanding borrowings, including the impact
of the interest rate swaps, was 2.63%.


Our primary cash requirements in addition to day-to-day operating needs include
interest payments, capital expenditures, acquisitions, share repurchases, and
dividends.  Our primary sources of cash for these requirements are cash flows
from continuing operations and borrowings under the facility.  We expect fiscal
year 2022 capital spending to be approximately $25.0 million which includes
amounts not spent in fiscal year 2021.  We also expect that fiscal year 2022
depreciation and amortization expense will be an estimated $21.0 million and
$12.0 million, respectively.

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The following table presents our capitalization:



(In thousands)                    March 31, 2022       June 30, 2021
Long-term debt                   $        199,745     $       199,490
Less cash and cash equivalents           (133,902 )          (136,367 )
Net debt                                   65,843              63,123
Stockholders' equity                      527,620             506,425
Total capitalization             $        593,463     $       569,548



We sponsor a number of defined benefit and defined contribution pension plans. the WE pension plan is frozen for almost all participants.

We

assessed the current and long-term cash requirements of these plans, and our existing sources of cash should be sufficient to cover the contributions required under ERISA and other applicable regulations.


The fair value of the Company's U.S. defined benefit pension plan assets
was $186.9 million at March 31, 2022, as compared to $212.6 million at the most
recent measurement date, which occurred as of June 30, 2021. The next
measurement date to determine plan assets and benefit obligations will be on
June 30, 2022.

The Company expects to pay $0.4 million in contributions to its defined benefit
plans during the remainder of fiscal year 2022. Contributions of $0.1 million
and $0.2 million were made during the three and nine months ended March 31,
2022 compared to $3.1 million and $8.0 million during the three and nine months
ended March 31, 2021, respectively. The Company does not expect to make
additional contributions during fiscal year 2022 to its U.S. defined benefit
plan.  The Company expects to make contributions during fiscal year 2022 of $0.1
million and $0.3 million to its unfunded defined benefit plans in the U.S. and
Germany, respectively.  Any subsequent plan contributions will depend on the
results of future actuarial valuations.

We have an insurance program in place to fund supplemental retirement income
benefits for four retired executives.  Current executives and new hires are not
eligible for this program.  At March 31, 2022, the underlying policies had a
cash surrender value of $6.0 million and are reported net of loans of $5.1
million for which we have the legal right of offset, these amounts are reported
net on our balance sheet.



Other Matters



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


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

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

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

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

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




Critical Accounting Policies



The condensed consolidated financial statements include the accounts of Standex
International Corporation and all of its subsidiaries. The preparation of
financial statements in conformity with accounting principles generally accepted
in the United States of America requires us to make estimates and assumptions in
certain circumstances that affect amounts reported in the accompanying condensed
consolidated financial statements.  Although we believe that materially
different amounts would not be reported due to the accounting policies adopted,
the application of certain accounting policies involves the exercise of judgment
and use of assumptions as to future uncertainties and, as a result, actual
results could differ from these estimates.  Our Annual Report on Form 10-K for
the year ended June 30, 2021 lists a number of accounting policies which we
believe to be the most critical.



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