What changed in this filing

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Item 7. Management’s Discussion and Analysis

2026-06-08 compared with 2025-05-28 · 114 added, 78 removed, 108 unchanged (64% of the section changed)

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We are focusing our sales and marketing activities toward select North American and global market sectors including general industrial, energy, automotive, heavy OEM, entertainment, construction and infrastructure, life sciences food and beverage, e-commerce and consumer products.

We operate in a highly competitive and global business environment.

We see a variety of opportunities in our markets and geographies, including trends toward automation and increasing labor productivity and the expansion of market opportunities in Asia and other emerging markets.

While we execute our long-term growth strategy, we are supported by our strong free cash flow as well as our liquidity position and flexible debt structure.

On May 31, 2023, the Company completed its acquisition of montratec GmbH ("montratec"), a leading automation solutions company that designs and develops intelligent automation and transport systems for interlinking industrial production and logistics processes.

montratec product offerings compliment the previous acquisitions of both Dorner and Garvey, and these acquisitions are collectively expected to accelerate the Company’s shift to intelligent motion solutions and serve as a platform to expand capabilities in advanced, higher technology automation solutions.

montratec product offerings compliment the previous acquisitions of both Dorner and Garvey, and these acquisitions are collectively helped to accelerate the Company’s shift to intelligent motion solutions and serve as a platform to expand capabilities in advanced, higher technology automation solutions.

On February 3, 2026, the Company completed its acquisition of Kito Crosby for $2,811,907,000, including acquired cash of $184,307,000.

The Kito Crosby Acquisition has meaningfully improved the Company's scale, enhanced our collective geographic reach, significantly expanded our lifting securement and consumables portfolio and enhanced our customer value proposition.

With global engineering, manufacturing, distribution, and operations, Kito Crosby provides a broad range of products and solutions for the most demanding applications.

Kito Crosby's people, products, solutions, and service have innovated the lifting and securement industry throughout its long history.

Kito Crosby's iconic brands include Kito, Crosby, Harrington, Gunnebo Industries, and Peerless.

The Kito Crosby Acquisition has already started to strengthen our core lifting business and enhance the Company's position as a leading worldwide, designer, manufacturer and marketer of intelligent motion solutions that move the world forward and improve lives by efficiently and ergonomically moving, lifting, positioning and securing materials.

We expect this to continue as we further integrate our two companies together in fiscal 2027.

Regardless of the economic climate and point in the economic cycle, we constantly explore ways to increase operating margins as well as further improve our productivity and competitiveness.

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We believe these initiatives will enhance future operating margins.

Our principal raw materials and components purchases were approximately $375 million in fiscal 2025 (or 59% of Cost of product sold) and include steel, consisting of rod, wire, bar, structural, and other forms of steel;

Our principal raw materials and components purchases were approximately $428.2 million in fiscal 2026 (or 51% of Cost of products sold) and include steel, consisting of rod, wire, bar, structural, and other forms of steel;

electric motors;

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To date, we have raised prices to our customers to cover these increased raw material costs and are working with our supply base to prioritize shipments and improve availability of key components.

We operate in a highly competitive and global business environment.

We see a variety of opportunities in our markets and geographies, including trends toward automation and increasing labor productivity and the expansion of market opportunities in

Asia and other emerging markets.

While we execute our long-term growth strategy, we are supported by our strong free cash flow as well as our liquidity position and flexible debt structure.

On February 10, 2025, the Company announced that it had entered into a definitive agreement to acquire Kito.

The Kito Acquisition closing is subject to certain conditions, including regulatory approval as required by the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and other customary closing conditions described in the stock purchase agreement entered into by the Company and Kito in connection with the Kito Acquisition.

The Kito Acquisition is expected to meaningfully improve the Company's scale, enhance our collective geographic reach, significantly expand our lifting securement and consumables portfolio and enhance our customer value proposition.

With global engineering, manufacturing, distribution, and operations, Kito provides a broad range of products and solutions for the most demanding applications.

Kito’s people, products, solutions, and service have innovated the lifting and securement industry throughout its long history.

Kito's iconic brands include Kito, Crosby, Harrington, Gunnebo Industries, and Peerless.

We expect that the Kito Acquisition will strengthen our core lifting business and further the Company's position as a leading worldwide, designer, manufacturer and marketer of intelligent motion solutions that move the world forward and improve lives by efficiently and ergonomically moving, lifting, positioning and securing materials.

The Company anticipates the Kito Acquisition to close during fiscal 2026.

RESULTS OF OPERATIONS

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For a discussion of our results of operations for fiscal 2025 compared to fiscal 2024, please refer to Item 7 of Part II, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended March 31, 2025, which was filed with the SEC on May 29, 2025.

Please note that the Kito Crosby Acquisition closed on February 3, 2026 so fiscal 2026 includes approximately two months of Kito Crosby financial performance.

Similarly, the sale of our U.S.

power chain hoist and chain manufacturing operations based out of facilities located in Damascus, Virginia and Lexington, Tennessee and certain other assets (the “Divestiture Business”) to Star Hoist (the “Divestiture”) were divested on March 4, 2026, so approximately one month of the financial performance for the Divestiture Business would not be included in the fiscal 2026 results.

Fiscal 2026 Compared to Fiscal 2025

Fiscal 2025 sales were $963,027,000, a decrease of 5.0%, or $50,513,000 compared with fiscal 2024 sales of $1,013,540,000.

Fiscal 2025 sales were positively impacted by price increases of $12,548,000 as well as $2,655,000 of incremental sales from the montratec acquisition.

Offsetting these increases were lower sales volume of $60,238,000.

The translation of foreign currency had an unfavorable impact of $5,478,000.

Fiscal 2026 sales were $1,193,451,000, an increase of 23.9%, or $230,424,000 compared with fiscal 2025 sales of $963,027,000.

The Kito Crosby Acquisition added $188,089,000 to fiscal 2026 sales.

In addition, price increases of $21,535,000 and higher sales volume of $10,151,000 further increased our fiscal 2026 sales.

Offsetting these increases were lower sales volumes from our Divested Business of $13,986,000.

The translation of foreign currencies had a favorable impact of $24,635,000.

Gross profit was $359,431,000 and $325,680,000 or 30.1% and 33.8% of net sales in fiscal 2026 and 2025, respectively.

The fiscal 2025 decrease in gross profit was $49,158,000 or 13.1%.

The decrease in gross profit was due to start-up costs totaling $6,919,000 related to the Monterrey, Mexico facility, $15,178,000 of costs incurred to close our Charlotte Manufacturing Operations and two of our Precision Conveyance operations which includes employee severance costs and asset-related impairments, $33,007,000 due to lower sales volumes, $1,999,000 due to higher product liability expenses, $648,000 of net business realignment costs, and $171,000 of additional costs due to Hurricane Helene's impact on one of our facilities.

These decreases were offset by $9,456,000 of price increases net of material inflation and other manufacturing costs changes and $799,000 as a result of the acquisition of montratec.

The translation of foreign currencies had a $1,491,000 unfavorable impact on gross profit for the year ended March 31, 2025.

Selling expenses were $110,043,000 and $105,341,000, or 11.4% and 10.4% of net sales in fiscal years 2025 and 2024, respectively.

Selling expenses increased by $909,000 as a result of the montratec acquisition, $929,000 for net business realignment costs, $891,000 for net factory and warehouse consolidation cost and $802,000 primarily related to trade show and travel costs including the Company's strategic partner conference that was not held in the prior year.

The remaining increase is due to higher employee related costs during the year ended March 31, 2025.

Foreign currency translation had a $769,000 favorable impact on selling expenses in the year ended March 31, 2025

The fiscal 2026 increase in gross profit was $33,751,000 or 10.4%.

The Kito Crosby Acquisition contributed $29,159,000 to gross profit after being reduced by $36,798,000 for inventory step up amortization expense.

In addition compared to the prior year, net factory consolidation costs were lower by $14,457,000, net start-up costs for our Monterrey Mexico facility were lower by $3,426,000, product liability expense was lower by $261,000 and $171,000 of costs due to Hurricane Helene which occured in the prior year.

These increases were offset by $5,875,000 of material inflation, tariffs and other manufacturing cost changes net of price increases, $6,692,000 related to the lost gross profit from the divested businesses, $7,913,000 of unfavorable sales mix, $934,000 of net business realignment costs, and $723,000 of acquisition and integration costs.

The translation of foreign currencies had a $8,414,000 favorable impact on gross profit for the year ended March 31, 2026.

Selling expenses were $133,579,000 and $110,043,000, or 11.2% and 11.4% of net sales in fiscal 2026 and 2025, respectively.

Selling expenses increased primarily by $17,144,000 as a result of the Kito Crosby Acquisition.

Foreign currency translation had a $3,890,000 unfavorable impact on selling expenses in fiscal 2026

General and administrative expenses were $178,325,000 and $107,249,000 or 14.9% and 11.1% of net sales in fiscal 2026 and 2025, respectively.

The increase includes $7,803,000 of net deal and integration costs primarily attributable to the Kito Acquisition and $1,299,000 of expense to record a reserve against an accounts receivable balance for a customer who declared bankruptcy in January 2025.

These increases were offset by lower employee related costs of $2,485,000 including lower incentive-based compensation.

Additionally, the Company had lower stock based compensation costs of $4,903,000 compared to the prior year and lower net headquarter relocation expenses of $1,686,000.

Foreign currency translation had a $841,000 favorable impact on general and administrative expenses for the year ended March 31, 2025.

The increase includes $55,243,000 of net deal and integration costs primarily attributable to the Kito Crosby Acquisition and $12,868,000 of incremental expense incurred at Kito Crosby for the period.

Foreign currency translation had a $1,578,000 unfavorable impact on general and administrative expenses for fiscal 2026.

Research and development expenses were $21,409,000 and $23,869,000 in fiscal 2026 and 2025, respectively.

As a percentage of consolidated net sales, research and development expenses were 1.8% and 2.5% in fiscal 2026 and 2025, respectively.

Amortization of intangibles were $29,946,000 and $29,396,000 in fiscal 2025 and 2024, respectively, with fluctuation attributable to foreign currency translation.

Fiscal 2026 net gain on the sale of businesses of $103,306,000 relates to the Divestiture, as described in Note 3.

The Company recorded an impairment of $200,000,000 for the Precision Conveyance reporting unit in fiscal 2026.

The sustained reduction in the Company's stock price and market capitalization resulted in the aggregate equity value of the combined company exceeding its market capitalization at its annual assessment date.

Given these facts, the Company recorded an impairment during the year as described in Note 9.

Amortization of intangibles were $48,757,000 and $29,946,000 in fiscal 2026 and 2025, respectively, with the increase related to amortization of new intangible assets acquired in the Kito Crosby Acquisition.

Interest and debt expense was $61,145,000 and $32,426,000 in fiscal 2026 and 2025, respectively.

The decrease is a result of a reduction in the Company's long term debt as a result of accelerated principal payments and lower interest rates.

Investment income of $1,302,000 and $1,759,000, in fiscal 2025 and 2024, respectively, related to earnings on marketable securities held in the Company’s wholly owned captive insurance subsidiary and the Company's equity method investment in EMC, described in Note 7 to our March 31, 2025 consolidated financial statements.

The increase is related to higher interest rates, as well as increased borrowings to finance the Kito Crosby Acquisition.

Fiscal 2026 Cost of debt refinancing and debt issuance of $24,185,000 relates to the Company's financing of the Kito Crosby Acquisition described in Note 3.

Investment income of $2,182,000 and $1,302,000, in fiscal 2026 and 2025, respectively, related to earnings on marketable securities held in the Company’s wholly owned captive insurance subsidiary and the Company's equity method investment in EMC, described in Note 7.

Other expense was $1,525,000 and $25,775,000 in fiscal 2026 and fiscal 2025, respectively.

The increase primarily relates to the non-cash settlement charge of $23,634,000 associated with the termination of one of the Company's U.S.

pension plans in current year ending March 31, 2025 described in Note 13 of the financial statements.

The decrease primarily relates to the non-cash settlement charge of $23,634,000 associated with the termination of one of the Company's U.S.

pension plans in the prior year ending March 31, 2025 described in Note 13.

No such termination occurred in fiscal 2026.

Income tax expense as a percentage of income from continuing operations before income tax expense was (11.1)% and 6.7% in fiscal 2026 and 2025, respectively.

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statutory rate of 21% due to varying effective tax rates at the Company's foreign subsidiaries and the jurisdictional mix of income for these subsidiaries.

In fiscal 2026 the rate was decreased by 25 percentage points as the result of the Precision Conveyance reporting unit goodwill impairment which is not deductible (see Note 9).

Additionally, nondeductible Kito Crosby acquisition-related costs decreased the rate by 5 percentage points.

In fiscal 2025, the tax effect of the pension termination described in Note 13 reduced the effective tax rate by 17 percentage points.

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Cash, cash equivalents, and restricted cash totaled $97,023,000 and $53,933,000, at March 31, 2026 and 2025, respectively.

Our primary sources of liquidity are funds generated by operating activities and available capacity for borrowings on our $175.0 million revolving credit facility (“Revolver”) maturing May 14, 2026 and our secured asset-based revolving credit facility (“AR Securitization”) maturing June 19, 2026.

Our primary sources of liquidity are funds generated by operating activities, cash and cash equivalents, available capacity for borrowings on our New Revolving Facility and available capacity for borrowings on our AR Securitization Facility.

Our ability to fund our operations, to make planned capital investments, to make scheduled debt payments and to repay or refinance indebtedness depends on our future operating performance and cash flows, which are subject to prevailing economic conditions and financial, business, and other factors, some of which are beyond our control.

Our liquidity as of March 31, 2025 was $240,155,000 comprising cash and cash equivalents of $53,683,000 and $159,583,000 of availability on the Revolver and $26,889,000 of availability on the AR Securitization.

We believe that our current resources, together with anticipated cash flows from operations and borrowing capacity under the Revolver and AR Securitization facilities, will be sufficient to finance our operations, meet our current cash requirements, and fund anticipated capital investments for at least the next 12 months.

Our liquidity as of March 31, 2026 was $561,216,000 comprised of cash and cash equivalents of $96,562,000, $458,933,000 of availability on the 2026 Revolving Credit Facility and $5,721,000 of availability on the AR Securitization Facility.

Our liquidity as of March 31, 2025 was $240,155,000 comprised of cash and cash equivalents of $53,683,000, $159,583,000 of availability on the prior revolving credit facility and $26,889,000 of availability on the AR Securitization Facility.

We believe that our current resources, together with anticipated cash flows from operations and borrowing capacity under the 2026 Revolving Credit Facility and AR Securitization facilities, will be sufficient to finance our operations, meet our current cash requirements, and fund anticipated capital investments for at least the next 12 months.

We may, however, seek additional financing to fund future growth or refinance our existing indebtedness through the debt capital markets, but we cannot be assured that such financing will be available on favorable terms, or at all.

Cash flow from operating activities

Net cash provided by operating activities was $45,612,000 and $67,198,000 in fiscal 2025 and 2024, respectively.

Net cash used for operating activities was $146,211,000 and net cash provided by operating activities was $45,612,000 in fiscal 2026 and 2025, respectively.

In fiscal 2026, the net loss of $229,535,000 and non-cash adjustments to net loss of $209,471,000 contributed to cash provided by operations.

The non-cash adjustments included $48,187,000 of depreciation and amortization, $23,634,000 related to the settlement of one of the Company's pension plans, $10,105,000 of non-cash lease expense, $6,256,000 of stock-based compensation, and $3,911,000 related to the impairment of Charlotte Manufacturing Operation's and two Precision Conveyance leases ( refer to Note 3 ) offset by $20,256,000 of deferred income taxes and related valuation allowance.

Changes in working capital reduced cash from operations by $18,664,000 as a result of an increase in prepaid expenses and other current assets of $20,998,000, and an increase of $13,042,000 in inventories, offset by an increase of trade payables of $11,144,000 and a decrease in trade accounts receivable of $4,482,000.

Cash provided by operations also included a decrease of $9,587,000 in other non-current liabilities primarily due to lease payments for fiscal 2025.

The non-cash adjustments primarily included a $200,000,000 goodwill impairment charge (refer to Critical Accounting Estimates and Note 9), $103,306,000 related to gain on sale of our Divested Business (refer to Note 3) and $10,711,000 of deferred income taxes and related valuation allowance offset by $77,038,000 of depreciation and amortization, $24,185,000 related to debt extinguishment costs, $9,978,000 of non-cash lease expense, $9,569,000 of stock-based compensation, and $3,549,000 of amortization of deferred financing costs.

Changes in working capital reduced cash from operations by $117,989,000 primarily driven by a $129,800,000 decrease in accrued liabilities due to the payment of integration and deal costs for the Kito Crosby Acquisition as well as payment of certain Kito Crosby employee related deal success fees shortly after the closing of the Kito Crosby Acquisition of $140,801,000.

In addition trade accounts receivable increase by $10,675,000 and trade payables decreased by $2,646,000.

These changes in working capital were offset by decreases in inventories of $15,268,000 and prepaid expenses of $9,864,000.

Cash provided by operations also included a decrease of $10,161,000 in other non-current liabilities primarily due to lease payments for fiscal 2026 and a decrease of other assets for $2,003,000.

Cash flow from investing activities

Net cash used for investing activities was $2,457,654,000 and $19,891,000 in fiscal 2026 and 2025, respectively.

The use of cash in fiscal 2025 primarily consisted of $21,411,000 in capital expenditures.

The most significant use of cash in fiscal 2024 related to the Company's purchase of montratec for $108,145,000.

The use of cash in fiscal 2026 primarily consisted of $2,627,389,000 related to the Kito Crosby Acquisition and $17,859,000 in capital expenditures.

The Company saw a cash inflow from investing activities related to net Divestiture proceeds of $183,976,000 and proceeds of $3,257,000 received from sale of two previously closed manufacturing facilities.

Cash flow from financing activities

Net cash used for financing activities was $86,747,000 in fiscal 2025 compared to net cash provided by financing activities of $48,201,000 in fiscal 2024.

The most significant uses of cash were for $60,670,000 in debt repayments, $10,000,000 of shares repurchased as treasury stock during the year, a $6,711,000 payment to the former owners of montratec for the contingent consideration agreement (refer to Note 3 for additional information) and $8,042,000 in dividend payments Associated cash flows from hedging activities are classified as financing activities in the Statement of Cash Flows, which resulted in a net cash inflow of $474,000.

We believe that our cash on hand, cash flows, and borrowing capacity under our Amended and Restated Credit Agreement will be sufficient to fund our ongoing operations and debt obligations, and capital expenditures for at least the next twelve months.

Net cash provided for financing activities was $2,653,414,000 in fiscal 2026 compared to net cash used for financing activities of $86,747,000 in fiscal 2025.

The most significant source of cash was $2,590,000,000 in gross proceeds from the issuance of long-term debt and $780,978,000 from the issuance of preferred stock, which was used to fund the Kito Crosby Acquisition as well as to refinance the Company's prior outstanding indebtedness.

This was offset by $616,177,000 in debt repayments, $91,004,000 in fees paid to secure the new debt borrowing and $8,037,000 in dividend payments.

Associated cash flows from hedging activities are classified as financing activities in the statement of cash flows, which resulted in a net cash inflow of $1,644,000.

We believe that our cash on hand, cash flows, and borrowing capacity under our New Revolving Facility will be sufficient to fund our ongoing operations and debt obligations, and capital expenditures for at least the next twelve months.

This belief is dependent upon successful execution of our current business plan and effective working capital utilization.

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Excluded from capital expenditures is $2,398,000 and $318,000, in property, plant and equipment purchases included in accounts payable at March 31, 2026 and 2025, respectively.

We expect capital expenditure spending in fiscal 2026 to range from $20,000,000 to $30,000,000.

We expect capital expenditure spending in fiscal 2027 to range from $50,000,000 to $60,000,000 inclusive of the Kito Crosby business.

INFLATION AND OTHER MARKET CONDITIONS

Our costs are affected by inflation in the U.S.

Our costs are affected by inflation and tariffs in the U.S.

economy and, to a lesser extent, in non-U.S.

economies including those of Europe, Canada, Mexico, South America, and Asia-Pacific.

We do not believe that general inflation has had a material effect on our results of operations over the periods presented despite rising inflation due to our ability to pass on rising costs through price increases.

We are currently experiencing higher raw material, freight, and logistics costs than we have seen in recent years, which we have been able to recover with pricing actions.

We do not believe that general inflation and tariffs have had a material effect on our results of operations over the periods presented despite rising inflation due to our ability to pass on rising costs through price increases.

We are currently experiencing higher raw material, freight, and logistics costs as well as tariffs than we have seen in recent years, which we have been able to recover with pricing actions.

In the future, we may not be able to pass on these cost increases to our customers.

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We also aggregate components that have similar economic characteristics into single reporting units (for example, similar products and / or services, similar long-term financial results, product processes, classes of customers, or in circumstances where the components share assets or other resources and have other economic interdependencies).

We have three reporting units, Linear Motion Products (formerly referred to as Duff-Norton), Rest of Products and Precision Conveyance, and have goodwill totaling $9,699,000, $305,110,000, and $395,998,000, respectively, at March 31, 2025.

montratec, which was acquired in fiscal 2024, has been included in the Precision Conveyance reporting unit.

Historically, we have had three reporting units, Linear Motion Products (formerly referred to as Duff-Norton), Rest of Products and Precision Conveyance, and have goodwill totaling $9,699,000, $265,708,000, and $201,359,000, respectively, at March 31, 2026.

The Kito Crosby Acquisition completed in February of fiscal 2026 represents a reporting unit holding the remaining balance of the goodwill recorded at March 31, 2026.

Kito Crosby goodwill has been evaluated for impairment separately in fiscal 2026 as part of our procedures to calculate the fair value of its opening balance sheet.

We will evaluate the impact of the Kito Crosby on our reporting units in fiscal 2027 as we continue to integrate its operations.

Annual Goodwill Impairment Test

When we evaluate the potential for goodwill impairment, we assess a range of qualitative factors including, but not limited to, macroeconomic conditions, industry conditions, the competitive environment, changes in the market for our products and services, regulatory and political developments, entity specific factors such as strategy, and changes in key personnel and overall financial performance.

If, after completing this assessment, it is determined that it is more likely than not that the fair value of a reporting unit is less than its carrying value, we proceed to a quantitative impairment test.

We also proceed to the quantitative model when economic or other business factors indicate that the fair value of our reporting units may have declined since our last quantitative impairment test.

We performed the qualitative assessment as of February 28, 2025 and determined the quantitative test should be performed for the Precision Conveyance reporting unit as the businesses in this reporting unit were recently acquired resulting in a relatively small difference between the reporting unit's book and fair value.

We performed sensitivities and other analysis and determined that goodwill is not impaired as of March 31, 2025 for the Precision Conveyance reporting unit.

The qualitative assessment as of February 28, 2025 for the Rest of Products and Linear Motion Products reporting units determined it was not more likely than not that the fair value of the reporting units were less than their applicable carrying value.

Accordingly, we did not perform the quantitative goodwill impairment test for the Rest of Products and Linear Motion Products reporting units during fiscal 2025.

Quantitative Test for the Precision Conveyance Group

In order to perform the quantitative impairment test for the Precision Conveyance reporting unit, we used the discounted cash flow method to estimate fair value.

The discounted cash flow method incorporates various assumptions, the most significant being projected revenue growth rates, EBITDA margins and cash flows based on internal forecasts, and the discount rate (weighted-average cost of capital).

The Company may first elect to perform a qualitative evaluation to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount.

The qualitative assessment considers, among other factors, macroeconomic conditions, industry and market considerations, cost factors, overall financial performance, changes in management or strategy, and other entity specific events.

If, based on the qualitative assessment, the Company determines that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, or if the Company elects to bypass the qualitative assessment, the Company performs a quantitative impairment test.

The quantitative test compares the estimated fair value of our reporting units with the carrying amount, including goodwill.

The Company recognizes an impairment charge for the amount by which the reporting unit’s carrying amount exceeds its fair value.

To perform the quantitative impairment test, the Company uses the discounted cash flow method to estimate the fair value of the reporting units.

The discounted cash flow method incorporates various assumptions, the most significant being projected revenue growth rates, EBITDA margins and cash flows, the terminal growth rate, and the discount rate.

The Company projects discounted cash flows based on each reporting unit's current business, expected developments, and operational strategies over a seven-year period.

In estimating the terminal growth rates, the Company considers its historical and projected results, as well as the

economic environment in which its reporting units operate.

The discount rate rates utilized for each reporting unit reflect the Company's assumptions of marketplace participants' cost of capital and risk assumptions, both specific to the reporting unit and overall in the economy.

For its fiscal year 2026 annual goodwill impairment test, the Company elected to bypass the qualitative assessment and performed a quantitative impairment test comparing the carrying amount of each reporting unit with its estimated fair value, except for the Kito Crosby reporting unit due to the proximity of the acquisition date to our annual impairment assessment date..

Quantitative Tests

In order to perform the quantitative impairment test for each of the reporting units, we used the discounted cash flow method to estimate fair value.

The discounted cash flow method incorporates various assumptions as outlined above.

Management projects discounted cash flows based on the reporting unit's current business, expected developments and operational strategies over a seven-year period.

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Testing goodwill for impairment under the quantitative method described above requires us to estimate fair value of the reporting unit using significant estimates and judgmental factors.

The compound annual growth rate for revenue during the first seven years of our projections was approximately 9.7% for the Precision Conveyance reporting unit.

This reflects the higher expected growth rates on our precision conveyor business compared to our other businesses.

The terminal value was calculated assuming a projected growth rate of 3.5% after seven years.

This rate reflects our estimate of long-term growth into perpetuity in the precision conveyance vertical market and as well as expected increases in the consumer price index.

The estimated discount rate was determined to be 12.0% for the Precision Conveyance reporting unit.

This was estimated based upon an analysis of similar companies and their debt to equity mix, their related volatility and the size of their market capitalization.

We also consider any additional risk of the Precision Conveyance reporting unit achieving its forecast, and adjust the discount rate applied when determining the reporting unit’s estimated fair value.

The quantitative test results indicate that the Precision Conveyance reporting unit is not impaired as its fair value exceeds its book value by 2.6%.

Similarly, a 50 basis increase in the discount rate would reduce fair value by $35,600,000 and a 25 basis point reduction in the terminal growth rate would reduce fair value by $15,386,000.

While the Precision Conveyance reporting unit was not determined to be impaired, it may be at risk of future impairment if the related business does not perform as projected, or if market factors utilized in the impairment analysis deteriorate, including an unfavorable change in the discount rate.

We will monitor the Precision Conveyance reporting unit's performance against its forecasts in fiscal 2026 as part of our quarterly analysis of impairment indicators.

The key assumptions used in the analysis are as follows:

Precision Conveyance Rest of Products Linear Motion

Compound annual growth rate 5.1% 3.3% 4.5%

Terminal growth rate 3.6% 3.6% 3.5%

Discount rate 11.8% 10.7% 12.5%

Each reporting units' compound annual growth rate reflects the growth rate for the markets which they serve.

The terminal growth rate reflects our estimate of long-term growth into perpetuity in each reporting unit's vertical market and as well as expected increases in the consumer price index.

The estimated discount rate was based upon an analysis of similar companies and their debt to equity mix, their related volatility and the size of their market capitalization.

We also consider any additional risk in the reporting unit achieving its forecast, and adjust the discount rate applied when determining the reporting unit’s estimated fair value.

While the individual reporting units initially had fair values in excess of their book value, the reduction in the Company's stock price and market capitalization resulted in the aggregate equity value of the combined company exceeding its market capitalization at its annual measurement date.

The Company reevaluated the fair value of its reporting units and this resulted in a partial impairment of the goodwill in the amount of $200,000,000 for the Precision Conveyance reporting unit.

Holding all other assumptions constant, a reduction in the compound annual growth rate for revenue in the first seven years of the model by one percentage point would reduce fair value by $37,600,000 for Precision Conveyance, $72,077,000 for Rest of Products, and $4,945,000 for Linear Motion.

Similarly, a 50 basis point increase in the discount rate would reduce fair value for the Precision Conveyance reporting unit by $25,000,000, the Rest of Products reporting unit by $25,879,000 and the Linear Motion reporting unit by $5,805,000.

A 50 basis point reduction in the terminal growth rate would reduce fair value for the Precision Conveyance reporting unit by $13,300,000, the Rest of Products Group by $15,202,000 and the Linear Motion Group by $1,612,000.

We further test our indefinite-lived intangible asset balance of $47,554,000 consisting of trademarks for acquisitions prior to fiscal 2026.

Similar to goodwill, we first assess various qualitative factors in the analysis.

If, after completing this assessment, it is determined that it is more likely than not that the fair value of an indefinite-lived intangible asset is less than its carrying value, we proceed to a quantitative impairment test.

We performed the qualitative assessment as of February 28, 2025 and determined that it was not more likely than not that the fair value of each of our indefinite-lived intangible assets was less than its applicable carrying value.

Similar to goodwill, the Company may first elect to perform a qualitative evaluation to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount.

For its annual impairment test, the Company elected to bypass the qualitative assessment and performed a quantitative impairment test.

The methodology used to quantitatively value trademarks is the relief from royalty method.

The recorded book value of these trademarks in excess of the calculated fair value triggers an impairment.

The key estimate used in this calculation consists of an overall royalty rate applied to the sales covered by the trademark.

After performing a quantitative assessment as of February 28, 2026, we determined that the trademarks were not impaired.

Purchase Price Allocations for Business Combinations.

During the fiscal 2026, we completed the Kito Crosby Acquisition for a purchase price of $2,811,907,000.

Under purchase accounting, we preliminarily recorded assets acquired and liabilities assumed at fair value as of the acquisition date.

We identified and assigned value to trademarks and trade names, customer relationships, favorable supply agreements, backlog, inventory, pension obligations and technology.

We estimated the useful lives over which these intangible assets would be amortized.

Valuations of these assets were performed largely using discounted cash flow models and estimates of replacement cost.

These valuations support the conclusion that identifiable intangible assets had a preliminary value of $1,290,000,000.

The resulting goodwill has been preliminarily calculated to be $931,874,000.

Assigning value to certain tangible and intangible assets requires estimates used in projecting relevant future cash flows and estimates of replacement costs, in addition to estimating useful lives of such assets.

Further estimates include an attrition rate for customer relationships, royalty rates for trademarks and trade names, and a weighted average cost of capital assumption.

Effects of New Accounting Pronouncements

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 7. Management’s Discussion and Analysis