What changed in this filing

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Item 1. Financial Statements

2025-11-06 compared with 2025-05-07 · 185 added, 216 removed, 487 unchanged (45% of the section changed)

3 unchanged sentences

(Amounts in Thousands, Except for Share Data)

September 30,

2025 June 30,

21 unchanged sentences

Accrued expenses 43,795 46,489

Liabilities held for sale

Total current liabilities 312,020 318,561

1 unchanged sentence

Long-term debt, less current portion 130,925 129,650

Long-term income taxes payable — 3,255

Other long-term liabilities 57,832 59,217

21 unchanged sentences

(Amounts in Thousands, Except for Per Share Data)

Three Months Ended Nine Months Ended

March 31 March 31

Three Months Ended

(Unaudited) 2025 2024

3 unchanged sentences

Selling and Administrative Expenses 13,090 13,427

Other General Income — ( 892 ) — ( 892 )

Restructuring Expense 1,416 2,322

Goodwill Impairment — 5,820 — 5,820

Asset Impairment (Gain on Disposal)

Gain on Disposal

( 124 ) ( 1,264 )

Operating Income (Loss) 11,716 ( 6,431 ) 29,061 29,669

Operating Income 14,454 9,115

Other Income (Expense):

3 unchanged sentences

Other income (expense), net ( 3,455 ) ( 6,231 )

Income (Loss) Before Taxes on Income 7,154 ( 12,753 ) 13,512 11,734

Income Before Taxes on Income 10,999 2,884

Provision (Benefit) for Income Taxes

3,337 ( 6,677 ) 3,109 ( 1,234 )

Net Income (Loss) $ 3,817 $ ( 6,076 ) $ 10,403 $ 12,968

Earnings (Loss) Per Share of Common Stock:

Net Income $ 10,086 $ 3,154

Earnings Per Share of Common Stock:

Basic $ 0.41 $ 0.13

8 unchanged sentences

Three Months Ended Three Months Ended

March 31, 2025 March 31, 2024

(Unaudited) Pre-tax Tax Net of Tax Pre-tax Tax Net of Tax

Net income $ 3,817 $ ( 6,076 )

Other comprehensive income (loss):

Foreign currency translation adjustments $ 6,860 $ — $ 6,860 $ ( 3,678 ) $ ( 193 ) $ ( 3,871 )

Postemployment actuarial change ( 23 ) 3 ( 20 ) ( 23 ) 5 ( 18 )

Derivative gain (loss) 1,190 ( 280 ) 910 2,185 ( 499 ) 1,686

Reclassification to (earnings) loss:

Derivatives 455 ( 161 ) 294 ( 1,600 ) 352 ( 1,248 )

Amortization of actuarial change 57 ( 14 ) 43 37 ( 9 ) 28

Other comprehensive income (loss) $ 8,539 $ ( 452 ) $ 8,087 $ ( 3,079 ) $ ( 344 ) $ ( 3,423 )

Total comprehensive income $ 11,904 $ ( 9,499 )

Nine Months Ended Nine Months Ended

March 31, 2025 March 31, 2024

September 30, 2025 September 30, 2024

(Unaudited) Pre-tax Tax Net of Tax Pre-tax Tax Net of Tax

13 unchanged sentences

(Amounts in Thousands)

Nine Months Ended

Three Months Ended

(Unaudited) 2025 2024

5 unchanged sentences

Deferred income taxes ( 1,762 ) 3,146

Goodwill impairment — 5,820

Asset Impairment (Gain on Disposal) ( 1,264 ) 16,264

Gain on Disposal ( 124 ) ( 1,264 )

Stock-based compensation 1,563 2,072

15 unchanged sentences

Other, net 15 16

Net cash used for investing activities ( 5,160 ) ( 37,702 )

Net cash (used for) provided by investing activities ( 6,202 ) 5,226

Cash Flows From Financing Activities:

Proceeds from credit facilities 100,000 —

Payments on credit facilities ( 11,250 ) ( 50,000 )

2 unchanged sentences

Payments related to tax withholding for stock-based compensation ( 3,221 ) ( 937 )

Debt issuance costs ( 499 ) ( 150 )

Net cash (used for) provided by financing activities ( 126,615 ) 36,571

Net cash used for financing activities ( 13,966 ) ( 52,954 )

Effect of Exchange Rate Change on Cash and Cash Equivalents 116 1,830

Net (Decrease) Increase in Cash, Cash Equivalents, and Restricted Cash ( 25,892 ) 23,473

Net Decrease in Cash, Cash Equivalents, and Restricted Cash ( 11,987 ) ( 424 )

Cash, Cash Equivalents, and Restricted Cash at Beginning of Period (1)

10 unchanged sentences

The restricted cash included in Prepaid expenses and other current assets on the balance sheet represents funds held by the Company for a foreign subsidiary’s employee savings plan.

(Unaudited) March 31,

(Unaudited) September 30,

2025 June 30,

9 unchanged sentences

(Unaudited) Additional Paid-In Capital

Amounts at December 31, 2024 $ 319,744 $ 323,150 $ ( 23,383 ) $ ( 82,035 ) $ 537,476

Amounts at June 30, 2025 $ 323,309 $ 333,548 $ 1,063 $ ( 88,036 ) $ 569,884

10,086 10,086

Other comprehensive income (loss) 392 392

2 unchanged sentences

( 5,327 ) 2,107 ( 3,220 )

Charitable donation of common stock ( 1,000 shares)

Repurchase of common stock ( 49,000 shares) (including excise tax)

( 1,471 ) ( 1,471 )

Amounts at March 31, 2025 $ 321,457 $ 326,967 $ ( 15,296 ) $ ( 85,013 ) $ 548,115

Amounts at December 31, 2023 $ 316,309 $ 315,097 $ ( 9,641 ) $ ( 74,776 ) $ 546,989

Net income ( 6,076 ) ( 6,076 )

Other comprehensive income (loss) ( 3,423 ) ( 3,423 )

Compensation expense related to stock compensation plans 1,658 1,658

Performance and restricted share issuance ( 0 shares and 4,000 shares, respectively)

( 139 ) 52 ( 87 )

Amounts at March 31, 2024 $ 317,828 $ 309,021 $ ( 13,064 ) $ ( 74,724 ) $ 539,061

Nine Months Ended

Retained Earnings Accumulated Other Comprehensive Income (Loss) Treasury Stock Total Share Owners’ Equity

(Unaudited) Additional Paid-In Capital

Amounts at September 30, 2025 $ 319,437 $ 343,634 $ 1,455 $ ( 87,387 ) $ 577,139

Amounts at June 30, 2024 $ 319,463 $ 316,564 $ ( 17,807 ) $ ( 77,759 ) $ 540,461

1 unchanged sentence

Other comprehensive income (loss) 6,038 6,038

Issuance of non-restricted stock ( 26,000 shares)

Compensation expense related to stock compensation plans 1,958 1,958

Performance and restricted share issuance ( 83,000 and 26,000 shares)

Performance and restricted share issuance ( 83,000 shares and 22,000 shares, respectively)

( 2,246 ) 1,285 ( 961 )

Charitable donation of common stock ( 2,000 shares)

Repurchase of Common Stock ( 159,000 shares)

( 2,892 ) ( 2,892 )

Amounts at March 31, 2025 $ 321,457 $ 326,967 $ ( 15,296 ) $ ( 85,013 ) $ 548,115

Amounts at June 30, 2023 $ 315,482 $ 296,053 $ ( 11,046 ) $ ( 76,495 ) $ 523,994

Net income 12,968 12,968

Other comprehensive income (loss) ( 2,018 ) ( 2,018 )

Issuance of non-restricted stock ( 18,000 shares)

Compensation expense related to stock compensation plans 5,138 5,138

Performance and restricted share issuance ( 108,000 and 19,000 shares)

( 3,027 ) 1,549 ( 1,478 )

Amounts at March 31, 2024 $ 317,828 $ 309,021 $ ( 13,064 ) $ ( 74,724 ) $ 539,061

Amounts at September 30, 2024 $ 319,175 $ 319,718 $ ( 11,769 ) $ ( 79,366 ) $ 547,758

See Notes to Condensed Consolidated Financial Statements .

6 unchanged sentences

We provide electronics manufacturing services (“EMS”), including engineering and supply chain support, to customers in the automotive, medical, and industrial end markets.

We deliver a package of value that begins with our core competency of producing durable electronics.

We further offer contract manufacturing organization (“CMO”) solutions which include operations such as precision molded plastics, complete device assembly, and cold chain management, which support the production of medical disposables and selected drug delivery devices such as auto-injectors.

We further produce higher level and final assemblies and offer contract manufacturing organization (“CMO”) solutions which include the production of medical disposables and drug delivery devices, from precision molded plastics and cold chain management to drug integration.

Our design and manufacturing expertise coupled with robust processes and procedures help us ensure that we deliver the highest levels of quality, reliability, and service throughout the entire life cycle of our customers’ products.

2 unchanged sentences

Basis of Presentation:

The Condensed Consolidated Financial Statements presented herein reflect the consolidated financial position as of March 31, 2025 and June 30, 2024, results of operations for the three and nine months ended March 31, 2025 and 2024, cash flows for the nine months ended March 31, 2025 and 2024, and share owners’ equity for the three and nine months ended March 31, 2025 and 2024.

The Condensed Consolidated Financial Statements presented herein reflect the consolidated financial position as of September 30, 2025 and June 30, 2025, results of operations for the three months ended September 30, 2025 and 2024, cash flows for the three months ended September 30, 2025 and 2024, and share owners’ equity for the three months ended September 30, 2025 and 2024.

The financial data presented herein is unaudited and should be read in conjunction with the annual Consolidated Financial Statements as of and for the year ended June 30, 2025 and related notes thereto included in our Annual Report on Form 10-K.

6 unchanged sentences

We recognize revenue in accordance with the standard issued by the Financial Accounting Standards Board (“FASB”), Revenue from Contracts with Customers and all the related amendments.

Our revenue from contracts with customers is generated primarily from manufacturing services provided for the production of electronic assemblies, components, medical devices, medical disposables, precision molded plastics, and automation, test, and inspection equipment built to customer’s specifications.

Our customer agreements are generally not for a definitive term but continue for the relevant product’s life cycle.

Typically, our customer agreements do not commit the customer to purchase our services until a purchase order is provided, which is generally short term in nature.

Customer purchase orders primarily have a single performance obligation.

Generally, the prices stated in the customer purchase orders are agreed upon prices for the manufactured product and do not vary over the term of the order, and therefore, the majority of our contracts do not contain variable consideration.

Typically, our customer agreements do not commit the customer to purchase our services until a purchase order or a contractually binding forecast is provided, which are generally short term in nature.

Customer purchase orders and contractually binding forecasts primarily have a single performance obligation.

Generally, the prices stated in the customer purchase orders or committed to in contractually binding forecasts are agreed upon prices for the manufactured product and do not vary over the term of the order or the contractually binding forecast period, and therefore, the majority of our contracts do not contain variable consideration.

In limited circumstances, we may enter into a contract which contains minimum quantity thresholds to cover our capital costs, and we may offer our customer a rebate for specific volume thresholds or other incentives;

25 unchanged sentences

Receivables are considered sold when they are transferred beyond the reach of Kimball Electronics and its creditors, the purchaser has the right to pledge or exchange the receivables, and we have surrendered control over the transferred receivables.

In the nine months ended March 31, 2025 and 2024, we sold, without recourse, $ 236.2 million and $ 317.0 million of accounts receivable, respectively.

For the three months ended March 31, 2025 and 2024, factoring fees were $ 0.5 million and $ 0.9 million, and $ 1.5 million and $ 2.6 million during the nine months ended March 31, 2025 and 2024, respectively.

Factoring fees are recorded in Non-operating income (expense), net on our Condensed Consolidated Statements of Income for the three and nine months ended March 31, 2025.

Prior to fiscal year 2025, factoring fees were recorded in Selling and Administrative Expenses.

During the three months ended December 31, 2023, changes to the expected timing of payments from and risk of default for a customer resulted in the recording of an allowance for credit losses of $ 2.0 million in Selling and Administrative Expenses on our Condensed Consolidated Statements of Income.

Although the customer is not in bankruptcy and we will continue to pursue full recovery, an allowance was deemed necessary in consideration of the expected timing of payments and risk of default.

In the three months ended September 30, 2025 and 2024, we sold, without recourse, $ 71.2 million and $ 87.3 million of accounts receivable, respectively.

For the three months ended September 30, 2025 and 2024, factoring fees were $ 0.7 million and $ 0.5 million.

Factoring fees are recorded in Non-operating income (expense), net on our Condensed Consolidated Statements of Income.

Beginning in the fourth quarter of fiscal year 2025, we are also a party to a Receivables Purchase Agreement (the “RPA”) with a third-party banking institution for the sale of trade receivables generated from sales to certain customers, subject to acceptance by, and a funding commitment from, the bank that is a party to the RPA.

Receivables sold pursuant to the RPA are serviced by us.

Under the program, we sell our entire interest in certain receivables at the invoice amount less a discount.

Upon sale, these receivables are removed from the Condensed Consolidated Balance Sheets and cash received is presented as cash provided by operating activities in the Condensed Consolidated Statements of Cash Flows.

We are required to remit amounts collected as a servicer under the RPA on a weekly basis to the financial institution that purchased the receivables.

Our risks with respect to receivables we service include commercial disputes regarding such receivables and no greater than 5 % of sold and outstanding receivables in the event of customer insolvency.

In the three months ended September 30, 2025, under this program, we sold $ 28.6 million of receivables and incurred discount fees of $ 0.2 million, recorded in Non-operating income (expense), net on our Condensed Consolidated Statements of Income.

Receivables sold under the RPA and subject to our servicing that remained outstanding and uncollected as of September 30, 2025 and June 30, 2025 were $ 22.1 million and $ 19.4 million, respectively.

In fiscal year 2024, we recorded an allowance for credit losses of $ 2.0 million related to a customer, not in bankruptcy, but was deemed necessary in consideration of the expected timing of payments and risk of default.

We continue to pursue full recovery.

The amount expected to be collected after twelve months is included in Other Assets, net on the Condensed Consolidated Balance Sheet.

At March 31, 2025, the noncurrent receivable associated with this customer in Other Assets, net of allowance for expected credit losses, totaled $ 2.9 million.

The current portion of receivables from this customer is $ 1.8 million at March 31, 2025.

The Company’s China operations, in limited circumstances, may receive banker’s acceptance drafts from customers as payment on account.

At September 30, 2025, the noncurrent receivable associated with this customer in Other Assets, net of allowance for expected credit losses, totaled $ 2.4 million.

The current portion of receivables from this customer is $ 1.5 million at September 30, 2025.

In limited circumstances, our China operation may receive banker’s acceptance drafts from customers as payment on account.

The banker’s acceptance drafts are non-interest bearing and primarily mature within six months from the origination date.

The Company has the ability to sell the drafts at a discount or transfer the drafts in settlement of current accounts payable prior to the scheduled maturity date.

These drafts, which totaled $ 7.1 million at March 31, 2025, are reflected in Receivables on the Condensed Consolidated Balance Sheets until the banker’s drafts are sold at a discount, transferred in settlement of current accounts payable, or cash is received at maturity.

Banker’s acceptance drafts sold at a discount or transferred in settlement of current accounts payable during the nine months ended March 31, 2025 were $ 0.1 million.

No banker’s drafts were held during the prior fiscal year.

There are no drafts outstanding at both September 30, 2025 and June 30, 2025.

Drafts received and

outstanding would be reflected in Receivables on the Condensed Consolidated Balance Sheets until the banker’s drafts are sold at a discount, transferred in settlement of current accounts payable, or cash is received at maturity.

Banker’s acceptance drafts sold at a discount or transferred in settlement of current accounts payable during the three months ended September 30, 2025 were $ 11.1 million.

No banker’s acceptance drafts were sold at a discount or transferred in settlement of current accounts payable during the three months ended September 30, 2024.

Property, Equipment, and Depreciation

Property and equipment are stated at cost less accumulated depreciation and depreciated over the estimated useful life of the assets using the straight-line method for most assets and units of production method for certain fully dedicated machinery and equipment.

Generally, maintenance and repairs are expensed as incurred.

Depreciation and expenses for maintenance and repairs are included in both Cost of Sales and Selling and Administrative Expense on the Condensed Consolidated Statements of Income.

Non-operating Income (Expense), net:

Non-operating income (expense), net includes the impact of such items as foreign currency rate movements and related derivative gain or loss, fair value adjustments on supplemental employee retirement plan (“SERP”) investments, government subsidies, factoring fees, bank charges, and other miscellaneous non-operating income and expense items that are not directly related to operations.

Prior to fiscal year 2025, factoring fees were recorded in Selling and Administrative Expenses on our Condensed Consolidated Statements of Income.

The gain (loss) on SERP investments is offset by a change in the SERP liability that is recognized in Selling and Administrative Expenses.

Components of Non-operating income (expense), net:

Three Months Ended Nine Months Ended

March 31 March 31

Three Months Ended

(Amounts in Thousands) 2025 2024

8 unchanged sentences

Unusual or infrequently occurring items are separately recognized in the quarter in which they occur.

On July 4, 2025, the One Big Beautiful Bill Act (“2025 U.S.

tax reform”) was enacted into law.

The 2025 U.S.

Tax reform contains several key tax laws, including extensions and modifications of the Tax Cuts and Jobs Act.

In accordance with ASC 740, Income Taxes, the Company is required to recognize the effect of the tax law changes in the period of enactment, such as remeasuring the estimated U.S.

deferred tax assets and liabilities, as well as potential impacts to previously existing valuation allowances.

The legislation has multiple effective dates, with certain provisions effective in fiscal year 2026 and others implemented through fiscal year 2028.

The impact from this legislation has resulted in a partial release of the valuation allowance against the business interest limitation deferred tax asset in the three months ended September 30, 2025.

The Company will continue to monitor and assess future impacts from the 2025 U.S.

Deferred income tax assets and liabilities, recorded in Other Assets, net and Other long-term liabilities, respectively, in the Condensed Consolidated Balance Sheets, are recognized for the estimated future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.

9 unchanged sentences

We recognize interest and penalties related to unrecognized tax benefits in Provision for Income Taxes on the Condensed Consolidated Statements of Income.

Tax Cuts and Jobs Act (“Tax Reform”) was enacted into law on December 22, 2017, making broad and complex changes to the U.S.

tax code, for which complete guidance may have not yet been issued.

Tax Reform, in addition to other changes, required a one-time transition tax on certain unremitted earnings of foreign subsidiaries that is payable over an eight-year period.

As of March 31, 2025 and June 30, 2024, the remaining provision recorded for the one-time deemed repatriation tax was $ 3.3 million and $ 5.9 million, respectively, payable through fiscal year 2026.

As of March 31, 2025, the remaining deemed repatriation tax is short term and is recorded in Accrued expenses on the Condensed Consolidated Balance Sheets.

With the expected capital gains generated from the sale of the Tampa property, a portion of our deferred tax asset allowances from past capital losses are now expected to be realized, and in fiscal year 2025, we reversed $ 2.9 million of these allowances, reducing our income tax expense.

New Accounting Standards:

Not Yet Adopted:

In November 2024, the Financial Accounting Standards Board FASB issued guidance on Expense Disaggregation Disclosures, requiring more disclosure about the types of expenses presented in our expense captions.

In September 2025, the Financial Accounting Standards Board (FASB) issued guidance on Accounting for Internal-Use Software, intended to modernize the accounting for software costs and changing the requirements for capitalization of software costs.

The guidance is effective for fiscal years beginning after December 15, 2027 and for interim reporting periods within those annual reporting periods.

Early adoption is permitted as of the beginning of an annual reporting period, and the guidance can be applied prospectively, retrospectively, or on a modified transition approach.

We are currently evaluating the impact of the adoption of this guidance on our consolidated financial statements.

In November 2024, the FASB issued guidance on Expense Disaggregation Disclosures, requiring more disclosure about the types of expenses presented in our expense captions.

The guidance is effective for fiscal years beginning after December 15, 2026 and for interim periods within annual reporting periods beginning after December 15, 2027.

1 unchanged sentence

We are currently evaluating the impact of the adoption of this guidance on our consolidated financial statements.

In November 2023, the FASB issued guidance on Improvements to Reportable Segment Disclosures, requiring additional, more detailed information about a reportable segment.

The guidance is effective for fiscal years beginning after December 15, 2023 and for interim periods beginning after December 15, 2024.

Early adoption is permitted.

The Company plans to adopt the standard for the year ended June 30, 2025 and will include any additional disclosures in its Annual Report on Form 10-K for the fiscal year.

In December 2023, the FASB issued guidance on Improvements to Income Tax Disclosures, intended to enhance the transparency and decision usefulness of income tax disclosures.

1 unchanged sentence

Early adoption is permitted, and the guidance is to be adopted prospectively with the option to adopt retrospectively.

We are currently evaluating the impact of the adoption of this guidance on our consolidated financial statements.

The Company plans to adopt the standard for the year ending June 30, 2026 using a prospective approach and will include the required additional disclosures in its Annual Report on Form 10-K for the fiscal year.

Revenue from Contracts with Customers

Our revenue from contracts with customers is generated primarily from manufacturing services provided for the production of electronic assemblies, electronic and non-electronic components, medical devices, medical disposables, and precision molded plastics in automotive, medical, and industrial applications, to the specifications and designs of our customers.

The following table disaggregates our revenue by end market vertical for the three and nine months ended March 31, 2025 and 2024.

Three Months Ended Nine Months Ended

March 31 March 31

Beginning in the first quarter of fiscal year 2026, sales to certain customers previously included in the automotive vertical, specifically those customers more aligned with commercial vehicle applications versus passenger vehicles, are now reflected in the industrial vertical to better reflect the nature of the programs.

Prior periods have been recast to conform to current period presentation.

The following table disaggregates our revenue by end market vertical for the three months ended September 30, 2025 and 2024.

Three Months Ended

(Amounts in Millions) 2025 2024

Vertical Markets:

$ 173.1 $ 202.0 $ 554.3 $ 614.7

115.2 113.0 288.9 323.5

Automotive (1)

$ 164.4 $ 181.8

Industrial (1)

Total net sales $ 365.6 $ 374.3

For the three months ended March 31, 2025 and 2024, approximately 98 % and 97 % of our net sales were recognized over time as manufacturing services were performed under a customer contract on a product with no alternative use and we have an enforceable right to payment for performance completed to date.

For the nine months ended March 31, 2025 and 2024, approximately 98 % and 96 % of our net sales were recognized over time.

(1) For the three months ended September 30, 2024, $ 6.6 million of the industrial net sales were previously categorized as automotive.

For the three months ended September 30, 2025 and 2024, approximately 99 % and 97 %, respectively, of our net sales were recognized over time as manufacturing services were performed under a customer contract on a product with no alternative use and we have an enforceable right to payment for performance completed to date.

The remaining sales revenues were recognized at a point in time when the customer obtained control of the products.

1 unchanged sentence

Contract assets on the Condensed Consolidated Balance Sheets relate to unbilled accounts receivable and occur when revenue is recognized over time as manufacturing services are provided and the billing to the customer has not yet occurred as of the balance sheet date, which are generally transferred to receivables in the next fiscal quarter due to the short-term nature of the manufacturing cycle.

Contract assets were $ 78.4 million and $ 76.3 million as of March 31, 2025 and June 30, 2024, respectively.

Contract assets were $ 75.2 million and $ 71.8 million as of September 30, 2025 and June 30, 2025, respectively.

The Company may receive payments from customers in advance of the satisfaction of performance obligations primarily for material price variances, inventory purchases, tooling, or other miscellaneous services or costs.

These payments are recognized as contract liabilities until the performance obligations are completed and are included in Advances from customers, if inventory related, and Accrued expenses, if not inventory related, on the Condensed Consolidated Balance Sheets , which amounted to $ 49.7 million and $ 43.1 million as of March 31, 2025 and June 30, 2024, respectively.

Our performance obligations are short term in nature and therefore our contract liabilities are all expected to be settled within twelve months.

We also have deposits associated with inventory purchases classified as long term.

These payments are recognized as contract liabilities until the performance obligations are completed and are included in Advances from customers, if inventory related, and Accrued expenses, if not inventory related, on the Condensed Consolidated Balance Sheets , which amounted to $ 32.1 million and $ 41.5 million as of September 30, 2025 and June 30, 2025, respectively.

Other than deposits associated with inventory purchases classified as long term, our performance obligations are short term in nature and therefore our contract liabilities are all expected to be settled within twelve months.

See Note 5 - Inventories of Notes to Condensed Consolidated Financial Statements for further discussion.

Following approval by our Board of Directors, on July 31, 2024, we entered into a definitive agreement and closed on the sale of 100% of the equity interests in GES to Averna Test Systems, Inc., resulting in cash proceeds after costs to sell of $ 18.5 million, which is subject to additional purchase price adjustments.

The pre-tax gain recognized on the sale in the first quarter of fiscal year 2025 was $ 1.3 million.

In fiscal year 2024, following the Company’s decision to divest of GES, we classified the disposal group as held for sale and recognized $ 22.9 million in pre-tax impairment charges.

The following table summarizes net sales and income (loss) before taxes on income for the disposal group:

Three Months Ended Nine Months Ended

March 31 March 31

Three Months Ended

(Amounts in Thousands) 2025 2024

1 unchanged sentence

Income (Loss) Before Taxes on Income (1)

$ — $ ( 25,691 ) $ 985 $ ( 25,141 )

(1) Includes gain on sale of $ 1.3 million for the nine months ended March 31, 2025 and $ 22.4 million in goodwill and asset impairment charges in the three and nine month periods ended March 31, 2024.

Each period also includes allocated corporate overhead expenses.

(1) Includes gain on sale of $ 1.3 million for the three months ended September 30, 2024 and also includes allocated corporate overhead expenses.

Restructuring Activities

In the three and nine months ended March 31, 2025, we continued our restructuring efforts to align our cost structure with reduced end market demand levels, including resizing our workforce and taking specific cost actions, and recorded restructuring expense of $ 1.3 million and $ 5.3 million, respectively, which were primarily employee-related costs.

The cumulative amount incurred since inception of these efforts beginning in fiscal year 2024 through March 31, 2025 was $ 6.9 million.

We expect to continue executing these previously announced restructuring efforts over the remainder of the fiscal year and estimate between $ 0.2 million and $ 0.5 million of additional pre-tax restructuring charges.

Additionally, on November 4, 2024, the Company announced that its Board of Directors has approved a plan to cease operations at our Tampa facility (“Tampa Closure Plan”), expected to be substantially completed by the end of the fiscal year.

During fiscal year 2025, we continued our restructuring efforts to align our cost structure with reduced end market demand levels, including resizing our workforce and taking specific cost actions, and recorded restructuring expense of $ 5.7 million, which were primarily employee-related costs.

During fiscal year 2026, we recorded additional restructuring expense of $ 0.3 million.

The cumulative amount incurred since inception of these efforts beginning in fiscal year 2024 through September 30, 2025 was $ 8.5 million.

As we are seeing additional end market demand pressures, and as we monitor the progression of tariffs, reciprocal tariffs, and the geopolitical economic environment broadly, we expect to incur additional restructuring costs over the course of the fiscal year as necessary.

Additionally, on November 4, 2024, the Company announced that its Board of Directors has approved a plan to cease operations at our Tampa facility (“Tampa Closure Plan”).

The decision was made to leverage capacity within our global footprint and streamlining the operating structure.

We expect to incur approximately $ 6.5 million to $ 8.5 million in total exit costs, including most significantly $ 4.0 million to $ 5.0 million in employee termination benefits and $ 2.5 million to $ 3.5 million in logistical costs to transfer and validate programs at our other facilities.

We expect these costs to be predominantly cash expenditures, and a majority are anticipated to be incurred over the remainder of fiscal year 2025.

For the three and nine months ended March 31, 2025, we recorded restructuring expense of $ 0.7 million and $ 3.7 million for the Tampa Closure Plan.

At June 30, 2025, we revised our estimated restructuring charges that we expect to incur to approximately $ 5.5 million to $ 6.5 million in total exit costs, including most significantly $ 4.5 million in employee termination benefits and $ 1.0 million to $ 2.0 million in logistical costs to transfer and validate programs at our other facilities.

These costs are predominantly cash expenditures.

We recorded restructuring expense of $ 1.1 million in the three months ended September 30, 2025 for the Tampa Closure Plan.

The cumulative amount incurred since inception of the Tampa Closure Plan during fiscal year 2025 through September 30, 2025 was $ 6.3 million.

The restructuring charges are considered substantially complete at September 30, 2025.

We do not expect significant additional restructuring charges relating to these previously announced restructuring efforts.

Accrued restructuring is recorded in Accrued expenses in the Condensed Consolidated Balance Sheet.

2 unchanged sentences

Balance at June 30, 2025

$ 2,018 $ — $ 2,018

Restructuring charges 164 903 1,067

1 unchanged sentence

Non-cash activity — — —

Balance at March 31, 2025

Balance at September 30, 2025

$ 407 $ — $ 407

Once Tampa’s operations have ceased, we expect to sell the building and land, with the proceeds from the sale anticipated to exceed the exit costs.

As Tampa’s operations ceased in the fourth quarter of fiscal year 2025, their land, building, and certain equipment met the criteria to be classified as Assets Held for Sale at June 30, 2025.

The total carrying value of $ 6.9 million at June 30, 2025 included land of $ 5.1 million, buildings of $ 1.5 million, and machinery and equipment of $ 0.3 million.

These assets are reflected as Assets held for sale in our Condensed Consolidated Balance Sheets, and we ceased recording depreciation and amortization on the applicable assets.

During the three months ended September 30, 2025, we sold the machinery and equipment, and the total carrying value of Assets Held for Sale at September 30, 2025 of $ 6.6 million includes land of $ 5.1 million and buildings of $ 1.5 million.

We expect the Assets Held for Sale to be disposed of in fiscal year 2026.

We anticipate the proceeds will exceed the combined amount of the total expected restructuring costs and the carrying value of the Assets Held for Sale, and as such no impairment was recorded.

Inventories were valued using the lower of first-in, first-out (“FIFO”) cost and net realizable value.

Inventory components were as follows:

(Amounts in Thousands) March 31, 2025 June 30, 2024

(Amounts in Thousands) September 30, 2025 June 30, 2025

Finished products $ 124 $ 111

2 unchanged sentences

Total inventory $ 272,725 $ 273,500

Additionally, as of March 31 and June 30, 2024, we have raw materials inventory totaling $ 45.1 million and $ 42.8 million, respectively, classified as long-term included in Other Assets, net in our Condensed Consolidated Balance Sheets.

A majority of this inventory is associated with a customer who is remediating a recall and we do not expect the inventory to be consumed

within the next twelve months.

As of March 31, 2025 and June 30, 2024, we have received deposits for this long-term inventory totaling $ 31.5 million and $ 38.7 million, respectively, which is included in Other long-term liabilities in our Condensed Consolidated Balance Sheets.

Additionally, as of September 30 and June 30, 2025, we have raw materials inventory totaling $ 38.5 million and $ 39.4 million, respectively, classified as long-term included in Other Assets, net in our Condensed Consolidated Balance Sheets.

A majority of this inventory is associated with a customer who is remediating a recall and we do not expect the inventory to be consumed within the next twelve months.

The remaining inventory classified as long term is primarily related to other excess raw materials inventory we do not expect to consume or sell within twelve months.

For a majority of these, we have arrangements with our customers to pay us carrying costs.

As of September 30, 2025 and June 30, 2025, we have received deposits for long-term inventory totaling $ 25.2 million and $ 27.0 million, respectively, which is included in Other long-term liabilities in our Condensed Consolidated Balance Sheets.

Accumulated Other Comprehensive Income (Loss)

During the nine months ended March 31, 2025 and 2024, the changes in the balances of each component of Accumulated Other Comprehensive Income (Loss), net of tax, were as follows:

During the three months ended September 30, 2025 and 2024, the changes in the balances of each component of Accumulated Other Comprehensive Income (Loss), net of tax, were as follows:

Accumulated Other Comprehensive Income (Loss)

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Net current-period other comprehensive income (loss) ( 43 ) 408 27 392

Balance at March 31, 2025

Balance at September 30, 2025

$ 2,220 $ 147 $ ( 912 ) $ 1,455

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Net current-period other comprehensive income (loss) 6,951 ( 1,024 ) 111 6,038

Balance at March 31, 2024

Balance at September 30, 2024

$ ( 7,309 ) $ ( 3,419 ) $ ( 1,041 ) $ ( 11,769 )

The following reclassifications were made from Accumulated Other Comprehensive Income (Loss) to the Condensed Consolidated Statements of Income:

Reclassifications from Accumulated Other Comprehensive Income (Loss) Three Months Ended Nine Months Ended Affected Line Item in the Condensed Consolidated Statements of Income

March 31 March 31

Reclassifications from Accumulated Other Comprehensive Income (Loss) Three Months Ended Affected Line Item in the Condensed Consolidated Statements of Income

(Amounts in Thousands) 2025 2024

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Management refines the warranty liability regularly based on changes in historical cost trends and in certain cases where specific warranty issues become known.

This product warranty liability and expense were immaterial as of and during the nine months ended March 31, 2025 and 2024, respectively.

This product warranty liability and expense were immaterial as of and during the three months ended September 30, 2025 and 2024, respectively.

Credit Facilities

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(Amounts in Millions, in U.S.

Dollar Equivalents) March 31, 2025 March 31, 2025 June 30, 2024

Dollar Equivalents) September 30, 2025 September 30, 2025 June 30, 2025

Primary credit facility, revolving (1)

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Primary credit facility, term (1)

Secondary credit facility (2)

3.8 96.2 97.5

Thailand overdraft credit facility (2)

China revolving credit facility (3)

Netherlands revolving credit facility (2)

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Types of borrowings available on the restated primary credit facility include term loans, revolving loans, multi-currency term loans, and swingline loans.

At March 31, 2025, all outstanding borrowings under the primary credit facility were Term Benchmark borrowings denominated in U.S.

At September 30, 2025, the Company had $ 40 million Term Benchmark and $ 1.7 million ABR, both denominated in U.S.

dollars, outstanding borrowings under the primary credit facility.

At June 30, 2025, all outstanding borrowings under the primary credit facility were Term Benchmark borrowings denominated in U.S.

The interest rate on borrowings is dependent on the class, type and currencies of borrowings and will be one of the following options:

• any Term Benchmark borrowing denominated in U.S.

Commitment Term Benchmark spread or Term Loan Benchmark spread which can range from 100.0 to 175.0 basis points based on the Company’s ratio of consolidated total indebtedness to adjusted consolidated EBITDA;

Dollars will utilize the Secured Overnight Financing Rate (“SOFR”) for one, three, or six-month tenors as elected, which is a rate per annum equal to the secured overnight financing rate for such business day published by the SOFR Administrator, the Federal Reserve Bank of New York, on the immediately succeeding business day, plus ten hundredths percent ( 0.10 %), plus the Revolving Commitment Term Benchmark spread or Term Loan Benchmark spread which can range from 100.0 to 175.0 basis points based on the Company’s ratio of consolidated total indebtedness to adjusted consolidated EBITDA;

• any Term Benchmark borrowing denominated in Euros will utilize the Euro Interbank Offered Rate (“EURIBOR”) in effect two target days prior to the advance (adjusted upwards to reflect bank reserve costs) for such interest period as defined in the agreement, plus the Revolving Commitment Term Benchmark spread or Term Loan Term Benchmark spread which can range from 100.0 to 175.0 basis points based on the Company’s ratio of consolidated total indebtedness to adjusted consolidated EBITDA;

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• an interest coverage ratio, defined as that ratio of consolidated EBITDA for such period to cash interest expense for such period, for any period of four consecutive fiscal quarters, to not be less than 3.5 to 1.0.

The Company had $ 0.4 million in letters of credit contingently committed against the primary credit facility at both March 31, 2025 and June 30, 2024.

(2) Concurrently on December 20, 2024 with its entry into the restated primary credit facility, the Company terminated its 364-day multi-currency revolving credit facility agreement (the “secondary credit facility”), which was entered into on January 5, 2024 and originally scheduled to mature on January 3, 2025.

The secondary credit facility allowed for borrowings up to $ 100.0 million, and the Company had no borrowings on the secondary credit facility at June 30, 2024.

The Company had $ 0.4 million in letters of credit contingently committed against the primary credit facility at both September 30, 2025 and June 30, 2025.

(2) The Company also maintains foreign credit facilities for working capital and general corporate purposes at specific foreign locations rather than utilizing funding from intercompany sources.

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Interest on borrowing under these facilities is charged at a rate as defined under the respective foreign credit facility.

As a result of the GES divestiture that occurred on July 31, 2024, the Company no longer has the Vietnam credit facility, which allowed for borrowings up to $ 5.0 million.

(3) The amount of long-term debt under credit facilities, less current maturities, reflects the revolving borrowings on the primary credit facility that the Company intends, and has the ability, to refinance for a period longer than twelve months in addition to the long-term portion of the term borrowings.

The revolving borrowings on the primary credit facility matures on May 4, 2027.

As of March 31, 2025, the contractual maturities of the term borrowings on the primary credit facility were as follows:

As of September 30, 2025, the contractual maturities of the term borrowings on the primary credit facility were as follows:

(Amounts in Millions) Contractual Maturities

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Total $ 96.25

The weighted-average interest rate on borrowings outstanding under the credit facilities at March 31, 2025 and June 30, 2024 were 5.9 % and 6.8 %, respectively.

The weighted-average interest rate on borrowings outstanding under the credit facilities at September 30, 2025 and June 30, 2025 were 5.7 % and 5.9 %, respectively.

The Company categorizes assets and liabilities measured at fair value into three levels based upon the assumptions (inputs) used to price the assets or liabilities.

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Unobservable inputs reflecting management’s own assumptions about the inputs used in pricing the asset or liability.

There were no changes in the inputs or valuation techniques used to measure fair values during the nine months ended March 31, 2025.

There were no changes in the inputs or valuation techniques used to measure fair values during the three months ended September 30, 2025.

For more information on inputs and fair valuation techniques used, refer to our Annual Report on Form 10-K for the year ended June 30, 2025.

Recurring Fair Value Measurements:

As of March 31, 2025 and June 30, 2024, the fair values of financial assets and liabilities that are measured at fair value on a recurring basis using the market approach are categorized as follows:

March 31, 2025

As of September 30, 2025 and June 30, 2025, the fair values of financial assets and liabilities that are measured at fair value on a recurring basis using the market approach are categorized as follows:

September 30, 2025

(Amounts in Thousands) Level 1 Level 2 Total

Cash equivalents $ 4,329 $ — $ 4,329

foreign exchange contracts $ — $ 2,577 $ 2,577

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Total liabilities at fair value $ — $ 1,910 $ 1,910

We had no level 3 assets or liabilities at March 31, 2025 and June 30, 2024, or any activity in Level 3 assets or liabilities during the nine months ended March 31, 2025.

We had no level 3 assets or liabilities at September 30, 2025 and June 30, 2025, or any activity in Level 3 assets or liabilities during the three months ended September 30, 2025.

The nonqualified supplemental employee retirement plan (“SERP”) assets consist primarily of equity funds, balanced funds, bond funds, and a money market fund.

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Financial instruments that are not reflected in the Condensed Consolidated Balance Sheets at fair value that have carrying amounts which approximate fair value include notes receivable and borrowings under credit facilities.

There were no changes to the inputs and valuation techniques used to assess the fair value of these financial instruments during the nine months ended March 31, 2025.

There were no changes to the inputs and valuation techniques used to assess the fair value of these financial instruments during the three months ended September 30, 2025.

For more information on inputs and fair valuation techniques used, refer to our Annual Report on Form 10-K for the year ended June 30, 2025.

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Non-designated foreign exchange contracts are also used to hedge against foreign currency exchange rate risks related to intercompany balances and other balance sheet positions denominated in currencies other than the functional currencies.

As of March 31, 2025, we had outstanding foreign exchange contracts to hedge currencies against the U.S.

As of September 30, 2025, we had outstanding foreign exchange contracts to hedge currencies against the U.S.

dollar in the aggregate notional amount of $ 12.2 million and to hedge currencies against the Euro in the aggregate notional amount of 40.4 million Euro.

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The gain or loss associated with derivative instruments that are not designated as hedging instruments or that cease to meet the criteria for hedging under FASB guidance is reported immediately in Non-operating income (expense), net on the Condensed Consolidated Statements of Income.

Based on fair values as of March 31, 2025, we estimate that approximately $ 1.2 million of pre-tax derivative loss deferred in Accumulated Other Comprehensive Loss will be reclassified into earnings, along with the earnings effects of related forecasted transactions, within the next 12 months.

Based on fair values as of September 30, 2025, we estimate that approximately $ 2.0 million of pre-tax derivative gain deferred in Accumulated Other Comprehensive Loss will be reclassified into earnings, along with the earnings effects of related forecasted transactions, within the next 12 months.

Gains on foreign exchange contracts are generally offset by losses in operating income in the income statement when the underlying hedged transaction is recognized in earnings.

Because gains or losses on foreign exchange contracts fluctuate partially based on currency spot rates, the future effect on earnings of the cash flow hedges alone is not determinable, but in conjunction with the underlying hedged transactions, the result is expected to be a decline in currency risk.

The maximum length of time we had hedged our exposure to the variability in future cash flows was 12 months as of both March 31, 2025 and June 30, 2024.

The maximum length of time we had hedged our exposure to the variability in future cash flows was 12 months as of both September 30, 2025 and June 30, 2025.

See Note 9 - Fair Value of Notes to Condensed Consolidated Financial Statements for further information regarding the fair value of derivative assets and liabilities and Note 6 - Accumulated Other Comprehensive Income (Loss) of Notes to Condensed Consolidated Financial Statements for the changes in deferred derivative gains and losses.

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Fair Value As of Fair Value As of

(Amounts in Thousands) Balance Sheet Location March 31,

(Amounts in Thousands) Balance Sheet Location September 30,

2025 June 30,

2024 Balance Sheet Location March 31,

2025 Balance Sheet Location September 30,

2025 June 30,

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The Effect of Derivative Instruments on Other Comprehensive Income (Loss)

Three Months Ended Nine Months Ended

March 31 March 31

Three Months Ended

(Amounts in Thousands) 2025 2024

2 unchanged sentences

The Effect of Derivative Instruments on Condensed Consolidated Statements of Income

Three Months Ended Nine Months Ended

(Amounts in Thousands) March 31 March 31

Three Months Ended

(Amounts in Thousands) September 30

Derivatives in Cash Flow Hedging Relationships Location of Gain or (Loss) 2025 2024

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The Company matches 50% of eligible employee contributions up to 6%.

The Company also provides a discretionary contribution determined annually by the Talent, Culture, and Compensation Committee of the Company’s Board of Directors.

Total expense related to employer contributions to the domestic retirement plans was $ 1.6 million and $ 3.7 million for the nine months ended March 31, 2025 and March 31, 2024, respectively.

The Company may also provide a discretionary contribution, to be authorized and determined annually by the Talent, Culture, and Compensation Committee of the Company’s Board of Directors.

Total expense related to employer contributions to the domestic retirement plans was $ 0.5 million and $ 0.4 million for the three months ended September 30, 2025 and September 30, 2024, respectively.

The Company also maintains a supplemental employee retirement plan (“SERP”) for executives and other key employees which enables them to defer cash compensation on a pre-tax basis and restore amounts that would otherwise be payable under our tax-qualified retirement plans if the IRS did not have limits on includable compensation and maximum benefits.

2 unchanged sentences

A SERP liability of the same amount is recorded on the balance sheet representing an obligation to distribute SERP funds to participants.

As of March 31, 2025, both total investments and obligations under SERP were $ 3.8 million, of which $ 0.5 million were short term and $ 3.3 million were long term.

As of September 30, 2025, both total investments and obligations under SERP were $ 4.3 million, of which $ 0.6 million were short term and $ 3.7 million were long term.

As of June 30, 2025, both total investments and obligations under SERP were $ 4.1 million, of which $ 0.5 million were short term and $ 3.6 million were long term.

The SERP investment assets are classified as trading, and accordingly, realized and unrealized gains and losses are recognized in the Other Income (Expense) category on our Condensed

Consolidated Statements of Income.

Adjustments made to revalue the SERP liability are also recognized in income as selling and administrative expenses and offset valuation adjustments on SERP investment assets.

The change in net unrealized holding (losses) gains for the nine months ended March 31, 2025 and 2024 was approximately $( 0.4 ) million and $ 0.4 million, respectively.

The SERP investment assets are classified as trading, and accordingly, realized and unrealized gains and losses are recognized in the Other Income (Expense) category on our Condensed Consolidated Statements of Income.

Adjustments made to revalue the SERP liability are also recognized in

income as selling and administrative expenses and offset valuation adjustments on SERP investment assets.

The change in net unrealized holding (losses) gains for the three months ended September 30, 2025 and 2024 was approximately $ 0.2 million and $ 0.3 million, respectively.

Defined Benefit Postemployment Plan:

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Benefits are paid using available cash on hand when eligible employees meet plan qualifications for payment.

As of March 31, 2025, total obligations under these plans were $ 7.3 million of which $ 6.5 million were long term and $ 0.8 million were short term.

As of September 30, 2025, total obligations under these plans were $ 8.4 million of which $ 7.5 million were long term and $ 0.9 million were short term.

As of June 30, 2025, total obligations under these plans were $ 8.2 million of which $ 7.3 million were long term and $ 0.9 million were short term.

Net periodic benefit costs were not material for the nine months ended March 31, 2025 and 2024.

Net periodic benefit costs were not material for the three months ended September 30, 2025 and 2024.

Stock Compensation Plans

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For more information on the 2023 Plan and the Deferral Plan, refer to our Annual Report on Form 10-K for the year ended June 30, 2025.

During the first nine months of fiscal year 2025, the following stock compensation was granted under the 2023 Plan and the Deferral Plan.

During the first three months of fiscal year 2026, the following stock compensation was granted under the 2023 Plan and the Deferral Plan.

Stock Compensation Granted Quarter Granted Shares/Units Grant Date Fair Value (4)

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1st Quarter 29,335 $ 28.35

Long-Term Performance Shares (2)

1st Quarter 153,212 $ 36.41

Restricted Shares (3)

1st Quarter 169,851 $ 28.35

Long-Term Performance Shares (4)

2nd Quarter 207,344 $ 21.89

Unrestricted Shares (5)

2nd Quarter 26,192 $ 19.09

Deferred Share Units (6)

2nd Quarter 28,288 $ 19.09

(1) Long-term performance share awards were granted to key employees.

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The number of shares issued could be zero if minimum thresholds are not met up to a maximum of 125 % if results on both measures exceed targets under the formula.

(2) The grant date fair value is the weighted average stock price based on the dates of the grants.

(3) Restricted shares were granted to leadership team members and other key employees.

These restricted shares were approved by the Talent, Culture, and Compensation Committee of the Board.

The contractual life of the restricted shares is three years , with one-third of the interest in the restricted shares vested after year one of the grant, another one-third after year two

of the grant, and the final one-third after year three of the grant.

Restricted shares are expensed over the contractual vesting period as earned.

If the employment of a holder of restricted shares terminates before the RSU has vested for any reason other than death, retirement, or disability, the restricted shares not yet vested will be forfeited.

(2) Long-term performance shares were granted to leadership team members.

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The number of shares issued could be zero if minimum thresholds are not met up to a maximum of 200 % if results on both measures exceed targets under the formula.

(5) Unrestricted shares were awarded to non-employee members of the Board as compensation for the portion of their annual retainer fees resulting from their elections to be paid in unrestricted shares in lieu of cash payment or deferred share units.

Director’s fees are expensed over the period that directors earn the compensation.

Unrestricted shares do not have vesting periods, holding periods, restrictions on sales, or other restrictions.

(6) Deferred share units were awarded to non-employee members of the Board as compensation for the portion of their annual retainer fees resulting from their elections to receive deferred share units in lieu of cash payment or unrestricted shares.

Director’s fees are expensed over the period that directors earn the compensation.

Deferred share units are participating securities and are payable in common stock in a lump sum or installments in accordance with deferral elections upon a Director’s retirement or termination from the Board or death.

Goodwill and Other Intangible Assets

A summary of goodwill is as follows, amounts as of June 30, 2024 exclude the amounts that were classified as held for sale and later divested on July 31, 2024:

(Amounts in Thousands)

Balance as of June 30, 2024

Goodwill $ 19,017

Accumulated impairment ( 12,826 )

Goodwill, net $ 6,191

Balance as of March 31, 2025

Goodwill $ 19,017

Accumulated impairment ( 12,826 )

Goodwill, net $ 6,191

Other Intangible Assets includes capitalized software.

The estimated useful life of internal-use software ranges from 3 years to 10 years.

For the three months ended March 31, 2025 and 2024, amortization expense of other intangible assets was $ 0.2 million and $ 0.5 million, respectively.

For the nine months ended March 31, 2025 and 2024, amortization expense of other intangible assets was $ 0.8 million and $ 2.0 million, respectively.

The three and nine months ended March 31, 2024 included the amortization on customer relationships, technology, and trade name intangible assets associated with GES.

See Note 3 - Sale of GES of Notes to Condensed Consolidated Financial Statements for additional information.

We have no intangible assets with indefinite useful lives, which are not subject to amortization.

(3) Restricted shares were granted to leadership team members and other key employees.

These restricted shares were approved by the Talent, Culture, and Compensation Committee of the Board.

The contractual life of the restricted shares is three years , with one-third of the interest in the restricted shares vested after year one of the grant, another one-third after year two of the grant, and the final one-third after year three of the grant.

Restricted shares are expensed over the contractual vesting period as earned.

(4) The grant date fair value is the weighted average stock price based on the dates of the grants for all grants, with the exception of the portion of the long-term performance shares based on rTSR, the fair value of which is determined by a Monte Carlo simulation completed by a third party.

The Company leases certain office, manufacturing, and warehouse facilities and equipment under operating leases, in addition to land on which certain office and manufacturing facilities reside.

These operating leases expire from fiscal year 2027 to 2056.

The Company determines if a contract is or contains a lease at inception.

The lease assets and liabilities, which exclude leases with terms of 12 months or less, as of September 30, 2025 and June 30, 2025, were as follows:

(Amounts in Thousands) September 30,

2025 June 30,

Operating lease right-of-use assets (included in Other Assets) $ 11,751 $ 11,779

Operating lease liability, current (included in Accrued expenses) $ 795 $ 520

Operating lease liability, noncurrent (included in Other long-term liabilities) $ 11,466 $ 11,386

Share Owners’ Equity

The Company has a Board-authorized stock repurchase plan (the “Repurchase Plan”) allowing the repurchase of up to $ 120 million of our common stock.

The Company has a Board-authorized stock repurchase plan (the “Plan”) allowing the repurchase of up to $ 120 million of our common stock.

Purchases may be made under various programs, including in open-market transactions, block transactions on or off an exchange, or in privately negotiated transactions, all in accordance with applicable securities laws and regulations.

The Repurchase Plan has no expiration date but may be suspended or discontinued at any time.

During the nine months ended March 31, 2025, the Company repurchased $ 8.9 million of common stock under the Repurchase Plan at an average price of $ 18.10 per share.

During the nine months ended March 31, 2024, the Company had no repurchases under the Repurchase Plan.

Since the inception of the Repurchase Plan, the Company has repurchased $ 100.7 million of common stock at an average cost of $ 15.63 per share.

The Plan has no expiration date but may be suspended or discontinued at any time.

During the three months ended September 30, 2025 and 2024, the Company repurchased $ 1.5 million and $ 2.9 million, respectively, of common stock under the Plan at an average price of $ 30.01 per share and $ 18.01 per share, respectively, which was recorded in Treasury stock, at cost in the Consolidated Balance Sheets.

Since the inception of the Plan, the Company has repurchased $ 105.2 million of common stock at an average cost of $ 15.81 per share.

Earnings Per Share

Basic and diluted earnings per share were calculated as follows under the two-class method:

Three Months Ended Nine Months Ended

March 31 March 31

Three Months Ended

(Amounts in thousands, except per share data) 2025 2024

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Diluted $ 0.40 $ 0.12

For the three months ended March 31, 2024, all 434,000 outstanding stock compensation awards were antidilutive, as a result of the net loss recognized for the period, and were excluded from the dilutive calculation.

The net loss in the three months ended March 31, 2024 was not allocated to participating securities as the holders have no requirements to fund losses.

For the nine months ended March 31, 2024 and for the three and nine months ended March 31, 2025, all outstanding stock compensation awards were dilutive and were included in the dilutive calculation.

Segment Reporting

The Company’s operations are managed by its Chief Executive Officer , who has been identified as our chief operating decision maker “CODM.” The CODM evaluates the performance of multiple business units domestically and globally, and each of these business units qualify as operating segments, providing contract manufacturing services, including engineering and supply chain support, for the production of electronic assemblies and other products including medical devices, medical disposables, precision molded plastics, and complete device assembly primarily in automotive, medical, and industrial applications, to the specifications and designs of our customers.

These operating segments are aggregated into one reportable segment, Business Unit Operations, due to similarities in the nature of the products, the production process, the type of customer, the methods used to distribute the products, and long-term economic characteristics.

The accounting policies for the Business Unit Operations segment are consistent with those described in Part II, Item 8, Note 1 - Business Description and Summary of Significant Accounting Policies of our Annual Report on Form 10-K for the year ended June 30, 2025.

The CODM uses operating income as the measure of profitability to evaluate income or loss generated from each operating segment and to guide decisions on capital investments and assess performance.

These decisions may include capital expenditures and/or acquisitions.

Expenditures for long-lived assets for the three months ended September 30, 2025 and 2024 $ 10.6 million and $ 13.5 million, respectively.

The measure of segment assets is reported on the Consolidated Balance Sheet as Total Assets;

however, it should be noted the discrete balance sheet information is not utilized by the CODM in assessing performance and allocating resources.

Certain corporate administrative expenses have been allocated to the Business Unit Operations Segment based upon the nature of the expenses.

The following table presents significant operations segment net sales and expenses:

Three Months Ended

(Amounts in Thousands) 2025 2024

Business Unit Operations $ 368,524 $ 375,584

Corporate/Eliminations ( 2,921 ) ( 1,328 )

Total Net Sales $ 365,603 $ 374,256

Cost of Sales (Excluding Depreciation and Amortization) 327,739 341,578

Selling and Administrative (Excluding Depreciation and Amortization) 13,001 13,310

Depreciation and Amortization 9,117 9,195

Restructuring Expense 1,416 2,322

(Gain on Disposal) Asset Impairment ( 124 ) ( 1,264 )

Total Operating Income $ 14,454 $ 9,115

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-Q

Item 1. Financial Statements