Business Overview

Kimball International (the "Company," "Kimball International," "we," "us," or
"our") is a leading omnichannel commercial furnishings company with deep
expertise in the Workplace, Health, and Hospitality markets. We combine our bold
entrepreneurial spirit, a history of craftsmanship and today's design-driven
thinking alongside a commitment to our culture of caring and lasting connections
with our customers, shareholders, employees, and communities. For over 70 years,
our brands have seized opportunities to customize solutions into personalized
experiences, turning ordinary spaces into meaningful places. Our family of
brands includes Kimball, National, Etc., Interwoven, Poppin, Kimball
Hospitality, and D'style.

Management currently considers the following events, trends, and uncertainties to be most important to understanding our financial condition and operating performance:

•Operating Environment - While we are mindful of the challenging macroeconomic environment and heightened recessionary risks, through our focused set of strategic choices we are successfully delivering in-demand products and solutions to end markets and geographies with higher growth, resiliency and favorable return-to-office dynamics.



•Goodwill Impairment - During the second quarter of fiscal year 2023 we recorded
goodwill impairment of $36.7 million as the carrying value of Poppin exceeded
its fair value as of the October 31, 2022 testing date. No goodwill remains on
the Poppin goodwill reporting unit.

•Transformation Restructuring Plan - Current actions under our transformation
restructuring plan are focused on activities such as the streamlining of
manufacturing facilities, the consolidation of showrooms, and the closure of our
manufacturing

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facility in Tijuana, Mexico which was completed during the first quarter of
fiscal year 2023. This phase of the transformation restructuring plan began in
the first quarter of our fiscal year 2021, and we expect a substantial majority
of the restructuring actions to be completed by the end of fiscal year 2023. In
addition to the savings already generated from the first phase of the
transformation restructuring plan, the efforts of this second phase of the
transformation restructuring plan are expected to generate annualized pre-tax
savings of approximately $19.0 million when it is fully implemented. See   Note
3 - Restructuring   of Notes to Condensed Consolidated Financial Statements in
Item 1 of this Form 10-Q for additional information.

•Due to the contract and project nature of furniture markets, fluctuation in the
demand for our products and variation in the gross margin on those projects is
inherent to our business, which in turn impacts our operating results. Effective
management of our manufacturing capacity is and will continue to be critical to
our success. See below for further details regarding current sales and order
backlog trends.

•We expect to continue to invest in capital expenditures prudently, particularly for projects that will enhance our capabilities and diversification while providing an opportunity for growth and improved profitability.

•We continue to maintain a strong balance sheet. Our short-term liquidity available, represented as cash and cash equivalents plus the unused amount of our revolving credit facility, was $77.3 million at December 31, 2022.



Financial Overview

                                                At or for the                                                 For the
                                             Three Months Ended                                          Six Months Ended
                                                 December 31                                                December 31
(Amounts in Millions, Except for Per
Share Data)                                2022              2021               % Change              2022              2021               % Change
Net Sales                               $ 183.0           $ 151.4                     21  %        $ 360.8           $ 308.0                      17  %

Gross Profit                               66.1              46.4                     42  %          125.8              95.5                      32  %
Gross Profit %                             36.2   %          30.7   %                                 34.9   %          31.0   %

Selling and Administrative Expenses        56.8              51.9                      9  %          110.2             102.1                       8  %

Contingent Earn-out (Gain) Loss               -             (22.5)                                    (3.2)            (17.9)
Restructuring Expense                       1.7               1.0                                      2.0               2.5
Goodwill Impairment                        36.7              34.1                                     36.7              34.1
Operating Income (Loss)                   (29.0)            (18.1)                   (60  %)         (20.0)            (25.2)                     21  %
Operating Income (Loss) %                 (15.9  %)         (12.0  %)                                 (5.6  %)          (8.2  %)
Adjusted Operating Income (Loss) *      $  11.5           $  (0.4)                 2,856  %        $  18.7           $   0.2                  10,182  %
Adjusted Operating Income (Loss) % *        6.3  %           (0.3  %)                                  5.2  %            0.1  %
Net Income (Loss)                       $ (36.1)          $ (21.3)                   (69  %)       $ (29.5)          $ (26.4)                    (12  

%)


Net Income (Loss) as a Percentage of
Net Sales                                 (19.7  %)         (14.1  %)                                 (8.2  %)          (8.6  %)
Adjusted Net Income (Loss) *                3.0              (5.7)                   152  %        $   7.8           $  (3.8)                    307  %

Diluted Earnings (Loss) Per Share $ (0.99) $ (0.58)

          (71  %)       $ (0.81)          $ (0.72)                    (13  

%)


Adjusted Diluted Earnings (Loss) Per
Share*                                  $  0.08           $ (0.16)                   150  %        $  0.21           $ (0.10)                    310  %
Return on Invested Capital **              24.9  %            0.9  %                                  22.9  %            1.5  %
Adjusted EBITDA *                       $  16.0           $   4.0                    297  %        $  27.6           $   8.9                     209  %
Adjusted EBITDA % *                         8.8  %            2.7  %                                   7.6  %            2.9  %
Order Backlog **                        $ 144.8           $ 196.9                    (26  %)


* Items indicated represent Non-GAAP (Generally Accepted Accounting Principles)
measurements.
** Items indicated represent Key Performance Indicators.
See the "Non-GAAP Financial Measures and Other Key Performance Indicators"
section below.

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Net Sales by End Market
                                Three Months Ended                            Six Months Ended
                                    December 31                                 December 31
(Amounts in Millions)            2022            2021        % Change        2022          2021        % Change
Workplace                  $    124.3          $ 107.9           15  %    $   256.3      $ 216.5           18  %
Health                           31.0             26.6           17  %         57.1         49.6           15  %
Hospitality                      27.7             16.9           64  %         47.4         41.9           13  %
Total Net Sales            $    183.0          $ 151.4           21  %    $   360.8      $ 308.0           17  %

Our Workplace end market includes sales to the commercial, financial, government, and education vertical markets and eBusiness. The revenue of Poppin is included in eBusiness.



Second quarter fiscal year 2023 consolidated net sales increased $31.6 million,
or 21% compared to second quarter fiscal year 2022 net sales driven by increased
pricing of workplace and health products and higher volume in our hospitality
market. Consolidated net sales for the year-to-date period of fiscal year 2023
increased 17% compared to the same year-to-date period in fiscal year 2022
driven by increased pricing of workplace and health products coupled with
increased sales volume of workplace products. Each of our end market sales
levels can fluctuate depending on overall demand and mix of projects in a given
period.

Order backlog at December 31, 2022 decreased $52.2 million, or 26%, when
compared to the backlog level as of December 31, 2021 as concerns of a recession
led customers to delay orders which drove declines in workplace and health order
rates in the quarter ended December 31, 2022. Our manufacturing lead times have
improved which allowed us to fulfill orders quicker thus also reducing our
backlog. Backlog at a point in time may not be indicative of future sales
trends.

Gross profit as a percent of net sales increased 550 basis points to 36.2% for
the second quarter of fiscal year 2023 from 30.7% for the second quarter of
fiscal year 2022. Gross profit as a percent of net sales increased 390 basis
points to 34.9% for the year-to-date period of fiscal year 2023 from 31.0% for
the year-to-date period of fiscal year 2022. The increased second quarter and
year to date gross profit as a percent of net sales was driven by price
increases, the impact of LIFO accounting which generated income during the
current year compared to expense in the prior year, and savings realized from
our operational excellence initiatives which more than offset inflationary
pressure on materials, increased freight costs, and other manufacturing expense
increases. The prior year second quarter and year to date gross profit also
included the costs associated with the one-time COVID vaccine incentive which
did not repeat in the current year.

Selling and administrative (S&A) expenses in the second quarter of fiscal year
2023 compared to the second quarter of fiscal year 2022 increased $4.9 million
and decreased 330 basis points as a percent of net sales, due to the leverage of
our increased sales. Selling and administrative expenses in the year-to-date
period of fiscal year 2023 compared to the year-to-date period of fiscal year
2022 increased $8.1 million and decreased 250 basis points as a percent of net
sales. Increased S&A expenses in the second quarter and year-to-date period were
driven by increased incentive compensation costs, increased salary expense
driven by inflation, increased advertising and marketing expense, and higher
warranty expense. The prior year second quarter and year to date S&A expense
also included costs associated with the one-time COVID vaccine incentive which
did not repeat in the current year.

We recognized pre-tax restructuring expense of $1.7 million and $2.0 million for
the three and six months ended December 31, 2022 and $1.0 million and
$2.5 million for the three and six months ended December 31, 2021. See   Note 3
- Restructuring   of Notes to Condensed Consolidated Financial Statements in
Item 1 of this Form 10-Q for additional information.

In connection with our annual goodwill impairment test, we assessed goodwill at
the reporting unit level for impairment during our second quarter of fiscal year
2023 and based on our analysis determined our Poppin reporting unit had carrying
value in excess of the calculated fair value. The decline in the fair value of
the reporting unit was driven by revised sales and profitability forecasts
primarily attributable to changes in demand due to uncertainty in the
macroeconomic environment. As a result, we recorded a pre-tax, non-cash charge
to reduce the carrying value of goodwill by $36.7 million during the second
quarter of fiscal year 2023. During the second quarter of fiscal year 2022 we
also recorded a pre-tax, non-cash charge to reduce the carrying value of
goodwill by $34.1 million primarily attributable to changes in demand due to the
ongoing COVID-19 pandemic and supply chain constraints. We recorded non-cash
pre-tax contingent earn-out benefit during the year-to-date period of fiscal
year 2023 of $3.2 million and during the second quarter and year-to-date periods
of fiscal year 2022, of $22.5 million and $17.9 million,

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respectively, which partially offset the goodwill impairment, as there is a lower likelihood of Poppin achieving targeted milestones during the earn-out period.

Other Income (Expense) consisted of the following:



                                                              Three Months Ended                     Six Months Ended
                                                                 December 31                           December 31
(Amounts in Thousands)                                      2022               2021               2022                2021
Interest Income                                         $      112          $    43          $        189          $    52
Interest Expense                                              (696)            (275)               (1,377)            (532)

Gain on Supplemental Employee Retirement Plan
Investments                                                    619              680                   160              587

Other                                                           51               29                    20              (64)
Other Income (Expense), net                             $       86

$ 477 $ (1,008) $ 43




Our effective tax rate for the three and six months ended December 31, 2022 were
negative tax rates of (24.6%) and (40.3%) which were lower than the combined
federal and state statutory tax rate primarily due to the book versus tax
treatment of nondeductible goodwill impairment, earn-out valuation adjustment,
and the sale of our Mexican subsidiary stock. Our effective tax rate for the
three and six months ended December 31, 2021 were negative tax rates of (21.0%)
and (4.7%), respectively, driven by the book versus tax treatment of
nondeductible goodwill impairment and earn-out valuation adjustments.

Comparing the balance sheet as of December 31, 2022 to June 30, 2022, our
accounts receivable decreased as several larger projects were finalized and the
payment was received. Our prepaid expenses decline was driven by receipt of
prepaid inventory in transit. As uncertainty in the macroeconomic environment is
impacting customer order patterns, we revised our Poppin sales growth
expectations and recognized a goodwill impairment charge which reduced our
goodwill balance. Our accounts payable balance has declined as we have
decelerated inventory purchases.

Liquidity and Capital Resources



Our total cash and cash equivalents was $14.1 million at December 31, 2022 and
$10.9 million at June 30, 2022. Our total debt was $60.0 million at December 31,
2022 and $68.1 million at June 30, 2022. During the first six months of fiscal
year 2023, cash flows provided by operations of $31.5 million more than offset
capital expenditures including capitalized software of $11.5 million, the return
of capital to shareholders in the form of dividends which totaled $6.6 million
and stock repurchases which totaled $3.0 million.

Working capital at December 31, 2022 and June 30, 2022 was $58.9 million and
$67.7 million, respectively. The current ratio was 1.4 at both December 31, 2022
and June 30, 2022.

Our short-term liquidity available, represented as cash and cash equivalents
plus the unused amount of our revolving credit facility, totaled $77.3 million
at December 31, 2022. At December 31, 2022, we had $1.8 million in letters of
credit outstanding, which reduced our borrowing capacity on the revolving credit
facility. We had $60.0 million and $68.0 million of borrowings on our revolving
credit facility at December 31, 2022 and June 30, 2022, respectively. Total
availability to borrow under the credit facility totaled $63.2 million at
December 31, 2022.

Cash Flows

The following table reflects the major categories of cash flows for the first six months of fiscal years 2023 and 2022.


                                                     Six Months Ended
                                                       December 31
(Amounts in Thousands)                             2022           2021

Net cash provided by operating activities $ 31,533 $ 12,620 Net cash used for investing activities $ (11,105) $ (11,313) Net cash used for financing activities $ (17,871) $ (9,649)


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Cash Flows from Operating Activities



For the first six months of fiscal year 2023 net cash provided by operating
activities was $31.5 million inclusive of net loss of $29.5 million which
included goodwill impairment of $36.7 million. In the first six months of fiscal
year 2022 net cash provided by operating activities was $12.6 million inclusive
of a net loss of $26.4 million which included $34.1 million of goodwill
impairment and $17.9 million of contingent earn-out liability gains. Changes in
working capital balances provided $14.4 million of cash in the first six months
of fiscal year 2023 and provided $8.1 million of cash in the first six months of
fiscal year 2022.

The $14.4 million of cash provided by changes in working capital balances in the
first six months of fiscal year 2023 was driven by a $19.2 million decrease in
receivables as several larger projects were finalized and the payment was
received and a $14.5 million decrease in prepaid expenses and other current
assets as prepaid in-transit inventory was received which were partially offset
by a $10.5 million decline in our accounts payable as we decelerated inventory
purchases.

The $8.1 million of cash provided by changes in working capital balances in the
first six months of fiscal year 2022 was driven by a $17.8 million increase in
inventory which was more than offset by a $16.7 million increase in our accounts
payable and a $12.2 million increase in customer deposits.

Our measure of accounts receivable performance, also referred to as Days Sales
Outstanding ("DSO"), for the six-month periods ended December 31, 2022 and
December 31, 2021 were both 32 days. We define DSO as the average of monthly
accounts and notes receivable divided by an average day's net sales. Our
Production Days Supply on Hand ("PDSOH") of inventory measure for the six-month
periods ended December 31, 2022 and December 31, 2021 were 98 and 69 days,
respectively. The increase in PDSOH was driven by increases in average inventory
levels outpacing the sales ramp up with the majority of the inventory increase
related to made-to-stock inventory in our eBusiness segment. We define PDSOH as
the average of the monthly net inventory divided by an average day's cost of
sales.

Cash Flows from Investing Activities



During the first six months of both fiscal years 2023 and 2022, our capital
investments totaled $11.5 million. The current and prior year capital
investments include the construction of a warehouse, manufacturing equipment
upgrades to increase automation in production facilities, software upgrades, and
facility improvements.

Cash Flows from Financing Activities



During the six months ended December 31, 2022, we had proceeds from borrowings
on our revolving credit facility of $86.0 million and during the same period we
repaid $94.0 million on our revolving credit facility. During the six months
ended December 31, 2021 we had proceeds from borrowings on our credit facility
of $10.0 million and repaid $10.0 million on our revolving credit facility. We
paid dividends of $6.6 million in both the six-month periods ended December 31,
2022 and December 31, 2021. Consistent with our historical dividend policy, our
Board of Directors evaluates the appropriate dividend payment on a quarterly
basis. We repurchased shares pursuant to a previously announced stock repurchase
program, which drove cash outflow of $3.0 million and $2.4 million in the
year-to-date periods of fiscal year 2023 and 2022, respectively. Future debt
payments may be paid out of cash flows from operations or from future
refinancing of our debt.

Revolving Credit Facility



During the second quarter of fiscal year 2023, we entered into a Third Amendment
to Amended and Restated Credit Agreement which provides, among other items,
amendments to the Credit Agreement to extend the maturity date of the Credit
Facility from October 24, 2024 to December 21, 2025, and establish SOFR
("Secured Overnight Financing Rate") as a pricing benchmark for dollar
borrowings in replacement of LIBOR. The complete amended agreement was filed as
Exhibit 10.1 to our Current Report on Form 8-K filed on December 22, 2022.

As of December 31, 2022 we had a $125.0 million revolving credit facility with a
maturity date of December 2025 that allowed for both issuances of letters of
credit and cash borrowings. We also have an option to request an increase of the
amount available for borrowing to $200.0 million, subject to participating
banks' consent. The loans under the Credit Agreement could consist of, at our
election, advances in U.S. dollars or advances in any other currency that was
agreed to by the lenders. The proceeds are to be used for general corporate
purposes including acquisitions. A portion of the revolving credit facility, not
to exceed $10 million of the principal amount, was available for the issuance of
letters of credit. At December 31, 2022, we had $1.8 million in letters of
credit outstanding, which reduced our borrowing capacity on the revolving credit
facility. At December 31, 2022 and June 30, 2022, we had $60.0 million and $68.0
million, respectively, in borrowings outstanding.

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The revolving credit facility requires us to comply with certain debt covenants,
the most significant of which is the adjusted leverage ratio and the interest
coverage ratio. The adjusted leverage ratio is defined as (a) consolidated total
indebtedness minus unencumbered U.S. cash equivalents in excess of $15,000,000
provided that the maximum subtraction does not exceed $35,000,000 to (b)
adjusted consolidated EBITDA, determined as of the end of each of our fiscal
quarters for the then most recently ended four fiscal quarters, to not be
greater than 3.00 to 1.00. The interest coverage ratio, for any period, of (a)
Consolidated EBITDA for such period to (b) cash interest expense for such
period, calculated on a consolidated basis in accordance with GAAP for the
trailing four quarter period then ending, to not be less than 3.00 to 1.00. We
were in compliance with all debt covenants of the revolving credit facility
during the six-month period ended December 31, 2022.

The table below compares the adjusted leverage ratio and the interest coverage ratio with the limits specified in the credit agreement.


                               At or For the Period Ended       Limit As Specified in
Covenant                            December 31, 2022             Credit Agreement         Excess
Adjusted Leverage Ratio                     1.08                       ? 3.00              1.92
Interest Coverage Ratio                    10.00                       ? 3.00              7.00


Future Liquidity

We believe our principal sources of liquidity from available funds on hand, cash
generated from operations, and the availability of borrowing under our revolving
credit facility will be sufficient to meet our working capital and other
operating needs for at least the next twelve months. Our Board of Directors
declared quarterly dividends of $0.09 per share for payment during our third
quarter of fiscal year 2023. Future cash dividends are subject to approval by
our Board of Directors and may be adjusted as business needs or market
conditions change.

During the remainder of fiscal year 2023 we expect to invest approximately $15
million in capital expenditures, particularly for projects such as machinery and
equipment upgrades and automation, software, and showroom related expenses. As
of December 31, 2022, there have been no material changes to our short-term and
long-term contractual obligations as discussed in Item 7 "Management's
Discussion and Analysis of Financial Condition and Results of Operations" of our
Annual Report on Form 10-K for the fiscal year ended June 30, 2022 outside the
ordinary course of business. We are also assessing the potential of selling
unused parcels of land. We continuously monitor for potential acquisitions that
would enhance our capabilities and diversification while providing an
opportunity for growth and improved profitability.

Our ability to generate cash from operations to meet our liquidity obligations
could be adversely affected in the future by factors such as general economic
and market conditions, lack of availability of raw material components in the
supply chain, lack of availability or cost of manufacturing labor, loss of key
contract customers, and other unforeseen circumstances. In particular, should
demand for our products decrease significantly over the next 12 months, the
available cash provided by operations could be adversely impacted.

Non-GAAP Financial Measures and Other Key Performance Indicators



This Management's Discussion and Analysis ("MD&A") contains non-GAAP financial
measures. A non-GAAP financial measure is a numerical measure of a company's
financial performance that excludes or includes amounts so as to be different
than the most directly comparable measure calculated and presented in accordance
with U.S. GAAP in the statements of operations, statements of comprehensive
income, balance sheets, statements of cash flows, or statements of shareholders'
equity of the company. The non-GAAP financial measures used within this MD&A
include:

•adjusted operating income (loss), defined as operating income (loss) excluding
restructuring expenses, goodwill impairment, market valuation adjustments
related to our SERP liability, acquisition-related amortization and inventory
valuation adjustments, contingent earn-out gain or loss, and COVID vaccine
incentive costs;

•adjusted operating income (loss) percentage, defined as adjusted operating income as a percentage of net sales;



•adjusted net income (loss), defined as net income (loss) excluding
restructuring expenses, goodwill impairment, acquisition-related amortization
and inventory valuation adjustments, contingent earn-out gain or loss, and COVID
vaccine incentive costs;

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•adjusted diluted earnings (loss) per share, defined as diluted earnings (loss)
per share excluding restructuring expenses, goodwill impairment,
acquisition-related amortization and inventory valuation adjustments, contingent
earn-out gain or loss, and COVID vaccine incentive costs;

•adjusted EBITDA, defined as earnings before interest, statutory income tax
impacts for taxable after-tax measures, depreciation, and amortization and
excluding restructuring expenses, goodwill impairment, acquisition-related
inventory valuation adjustments, contingent earn-out gain or loss, and COVID
vaccine incentive costs; and

•adjusted EBITDA percentage, defined as adjusted EBITDA as a percentage of net sales.



Reconciliations of the reported GAAP numbers to these non-GAAP financial
measures are included in the tables below. Management believes it is useful for
investors to understand and to be able to meaningfully trend, analyze and
benchmark how our core operations performed without market value adjustments
related to our SERP liability, without expenses incurred in executing our
transformation restructuring plan, without goodwill impairment costs, without
acquisition-related costs, and without COVID vaccine incentive costs. Many of
our internal performance measures that management uses to make certain operating
decisions exclude these expenses to enable meaningful trending of core operating
metrics. These non-GAAP financial measures should not be viewed as an
alternative to the GAAP measures and are presented as supplemental information.


Reconciliation of Non-GAAP Financial Measures and Other Key Performance Indicators (Amounts in Thousands, Except for Per Share Data)



Adjusted Operating Income (Loss)                                   Three Months Ended                     Six Months Ended
                                                                      December 31                            December 31
                                                                2022               2021                2022               2021
Operating Income (Loss), as reported                        $ (29,021)

$ (18,095) $ (20,024) $ (25,222) Add: Pre-tax Restructuring Expense

                              1,679              1,010               2,049              2,465
Add: Pre-tax Goodwill Impairment                               36,684             34,118              36,684             34,118

Add: Pre-tax Expense Adjustment to SERP Liability                 619                680                 160                587
Add: Pre-tax Acquisition-related Amortization                   1,502              1,610               3,004              3,220

Add: Pre-tax Acquisition-related Inventory Valuation Adjustment

                                                          -                 62                   -                205
Add: Pre-tax Contingent Earn-Out (Gain) Loss                        -            (22,510)             (3,160)           (17,900)
Add: Pre-tax COVID Vaccine Incentive                                -              2,709                   -              2,709
Adjusted Operating Income (Loss)                            $  11,463

$ (416) $ 18,713 $ 182 Net Sales

$ 182,947          $ 151,403           $ 360,758          $ 308,013
Adjusted Operating Income (Loss) %                                6.3  %            (0.3  %)             5.2  %             0.1  %


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Adjusted Net Income (Loss)                               Three Months Ended                     Six Months Ended
                                                             December 31                           December 31
                                                       2022               2021               2022               2021
Net Income (Loss), as reported                     $ (36,063)         $ (21,314)         $ (29,507)         $ (26,363)
Pre-tax Restructuring Expense                          1,679              1,010              2,049              2,465
Tax on Restructuring Expense                            (431)              (259)              (527)              (634)
Add: After-tax Restructuring Expense                   1,248                751              1,522              1,831
Pre-tax Goodwill Impairment                           36,684             34,118             36,684             34,118
Tax on Goodwill Impairment                                 -                  -                  -                  -
Add: After-tax Goodwill Impairment                    36,684             34,118             36,684             34,118

Pre-tax Acquisition-related Amortization               1,502              1,610              3,004              3,220
Tax on Acquisition-related Amortization                 (386)              (414)              (773)              (829)
Add: After-tax Acquisition-related Amortization        1,116              1,196              2,231              2,391
Pre-tax Acquisition-related Inventory Valuation
Adjustment                                                 -                 62                  -                205
Tax on Acquisition-related Inventory Valuation
Adjustment                                                 -                (16)                 -                (53)
Add: After-tax Acquisition-related Inventory
Adjustment                                                 -                 46                  -                152
Pre-tax Contingent Earn-Out (Gain) Loss                    -            (22,510)            (3,160)           (17,900)
Tax on Contingent Earn-Out (Gain) Loss                     -                  -                  -                  -
Add: After-tax Contingent Earn-Out (Gain) Loss             -            (22,510)            (3,160)           (17,900)
Pre-tax COVID Vaccine Incentive                            -              2,709                  -              2,709
Tax on COVID Vaccine Incentive                             -               (697)                 -               (697)
Add: After-tax COVID Vaccine Incentive                     -              2,012                  -              2,012
Adjusted Net Income (Loss)                         $   2,985          $  

(5,701) $ 7,770 $ (3,759)



Adjusted Diluted Earnings (Loss) Per Share               Three Months Ended                     Six Months Ended
                                                             December 31                           December 31
                                                       2022               2021               2022               2021

Diluted Earnings (Loss) Per Share, as reported $ (0.99) $ (0.58) $ (0.81) $ (0.72) Add: After-tax Restructuring Expense

                    0.04               0.02               0.05               0.05
Add: After-tax Goodwill Impairment                      1.00               0.93               1.00               0.93

Add: After-tax Acquisition-related Amortization         0.03               0.03               0.06               0.07
Add: After-tax Acquisition-related Inventory
Adjustment                                                 -                  -                  -               0.01
Add: After-tax Contingent Earn-Out (Gain) Loss             -              (0.61)             (0.09)             (0.49)
Add: COVID Vaccine Incentive                               -               0.05                  -               0.05

Adjusted Diluted Earnings (Loss) Per Share $ 0.08 $ (0.16) $ 0.21 $ (0.10)





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Adjusted EBITDA
                                                             Three Months Ended                       Six Months Ended
                                                                 December 31                             December 31
                                                          2022                2021                2022                2021
Net Income (Loss)                                     $ (36,063)          $ (21,314)          $ (29,507)          $ (26,363)
Provision for Income Taxes                                7,128               3,696               8,475               1,184
Income (Loss) Before Taxes on Income                    (28,935)            (17,618)            (21,032)            (25,179)

Interest Expense                                            696                 275               1,377                 532
Interest Income                                            (112)                (43)               (189)                (52)
Depreciation                                              3,806               3,623               7,440               7,185
Amortization                                              2,219               2,415               4,414               4,854
Pre-tax Restructuring Expense                             1,679               1,010               2,049               2,465
Pre-Tax Goodwill Impairment                              36,684              34,118              36,684              34,118

Pre-tax Acquisition-related Inventory Valuation
Adjustment                                                    -                  62                   -                 205
Pre-tax Contingent Earn-Out (Gain) Loss                       -             (22,510)             (3,160)            (17,900)
Pre-tax COVID Vaccine Incentive                               -               2,709                   -               2,709
Adjusted EBITDA                                       $  16,037           $   4,041           $  27,583           $   8,937

Net Income (Loss) %                                       (19.7  %)           (14.1  %)            (8.2  %)            (8.6  %)
Adjusted EBITDA %                                           8.8  %              2.7  %              7.6  %              2.9  %


The order backlog metric is a key performance indicator representing firm orders
placed by our customers which have not yet been fulfilled and are expected to be
recognized as revenue during future quarters. The timing of shipments can vary,
but generally the backlog of orders is expected to ship within a six-month
period.

Return on Invested Capital is a key performance indicator calculated as: [(Earnings Before Interest, Taxes, Amortization, Restructuring Expense, Goodwill Impairment, Acquisition-related Inventory Valuation Adjustments, Contingent Earn-out Gain or Loss, and COVID Vaccine Incentive costs ) multiplied by (1 minus Effective Tax Rate)] divided by (Total Shareholders' Equity plus Net Debt). Net Debt is defined as current maturities of long-term debt plus long-term debt less cash, cash equivalents, and short-term investments.

Critical Accounting Policies



Our Condensed Consolidated Financial Statements have been prepared in accordance
with U.S. GAAP. These principles require the use of estimates and assumptions
that affect amounts reported and disclosed in the Condensed Consolidated
Financial Statements and related notes. Actual results could differ from these
estimates and assumptions. Management continually reviews the accounting
policies and financial information disclosures. A summary of the more
significant accounting policies that require the use of estimates and judgments
in preparing the financial statements is provided in our Annual Report on Form
10-K for the fiscal year ended June 30, 2022. During the first six months of
fiscal year 2023, there were no material changes in the accounting policies and
assumptions previously disclosed.

New Accounting Standards



See   Note 2 - Recent Accounting Pronouncements and Supplemental Information
of Notes to Condensed Consolidated Financial Statements in Item 1 of this Form
10-Q for information regarding New Accounting Standards.

Forward-Looking Statements



Certain statements contained within this document are considered forward-looking
under the Private Securities Litigation Reform Act of 1995. The statements
generally can be identified by the use of words or phrases, including, but not
limited to "intend," "anticipate," "believe," "estimate," "project," "target,"
"plan," "expect," "setting up," "beginning to," "will," "should," "would,"
"resume," or similar statements. We caution that forward-looking statements are
subject to known and unknown risks and uncertainties that may cause the
Company's actual future results and performance to differ materially from
expected results, including, but not limited to, the possibility that any of the
anticipated benefits of the Poppin acquisition will not be realized or

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will not be realized within the expected time period; the risk that any
projections or guidance by the Company, including revenues, margins, earnings,
or any other financial results are not realized; a shortage of manufacturing
labor and related cost; disruptions in our supply chain and freight channels
including impacts on cost and availability, adverse changes in global economic
conditions; successful execution of the second phase of the Company's
restructuring plan; significant reduction in customer order patterns; loss of
key suppliers; relationships with strategic customers and product distributors;
changes in the regulatory environment; global health concerns; the potential for
impairment of goodwill; or similar unforeseen events. Additional cautionary
statements regarding other risk factors that could have an effect on the future
performance of the Company are contained in the Company's Form 10-K filing for
the fiscal year ended June 30, 2022 and other filings with the Securities and
Exchange Commission.

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