What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-08-04 compared with 2024-08-02 · 415 added, 156 removed, 1314 unchanged (30% of the section changed)

47 unchanged sentences

Contingencies (Note 12)

Redeemable noncontrolling interest

Stockholders' equity:

18 unchanged sentences

(in thousands, except per share data)

$ 790,107 $ 720,635 $ 741,048

Cost of sales

( 474,859 ) ( 438,634 ) ( 455,952 )

315,248 282,001 285,096

Selling, general and administrative expenses

193,362 169,599 172,335

Restructuring costs

6,903 8,206 3,831

(Gain) loss on sale of business

- ( 274 ) ( 62,105 )

Acquisition related costs

21,434 2,622 557

Other operating (income) expense, net

- 110 ( 611 )

Income from operations

93,549 101,738 171,089

Interest expense

23,931 4,544 5,405

Other non-operating (income) expense, net

808 2,071 1,735

Income from continuing operations before income taxes

68,810 95,123 163,949

Provision for income taxes

( 11,084 ) ( 21,532 ) ( 24,796 )

Income from continuing operations

57,726 73,591 139,153

Income (loss) from discontinued operations, net of tax

Basic earnings per share:

( 42 ) ( 517 ) ( 161 )

57,684 73,074 138,992

net income attributable to redeemable noncontrolling interest

Net income attributable to Standex International Corporation

$ 55,760 $ 73,074 $ 138,992

Basic earnings per share attributable to Standex International Corporation shareholders:

Income (loss) from continuing operations

$ 4.68 $ 6.26 $ 11.78

Income (loss) from discontinued operations

Diluted earnings per share:

0.00 ( 0.04 ) ( 0.01 )

$ 4.68 $ 6.22 $ 11.77

Diluted earnings per share attributable to Standex International Corporation shareholders:

Income (loss) from continuing operations

$ 4.64 $ 6.18 $ 11.59

Income (loss) from discontinued operations

0.00 ( 0.04 ) ( 0.01 )

$ 4.64 $ 6.14 $ 11.58

See notes to consolidated financial statements.

2 unchanged sentences

For the Years Ended June 30 (in thousands)

$ 57,684 $ 73,074 $ 138,992

Other comprehensive income (loss):

1 unchanged sentence

Actuarial (losses) and other changes in unrecognized costs, net of tax

Amortization of unrecognized costs, net of tax

1,348 ( 5,140 ) ( 2,964 )

Amortization of unrecognized pension costs, net of tax

3,196 2,385 2,844

Derivative instruments:

Change in unrealized gains, net of tax

( 80 ) 1,178 4,544

Amortization of unrealized gains and (losses) into interest expense, net of tax

Foreign currency translation (losses), net of tax

( 3,413 ) ( 5,347 ) ( 2,895 )

Foreign currency translation income (losses), net of tax

17,140 ( 17,555 ) ( 6,694 )

Other comprehensive (loss), net of tax

18,191 ( 24,479 ) ( 5,165 )

comprehensive income attributable to redeemable noncontrolling interest

Comprehensive income

$ 74,696 $ 48,595 $ 133,827

See notes to consolidated financial statements.

3 unchanged sentences

For the Years Ended June 30

Noncontrolling

Treasury Stock

41 unchanged sentences

- ( 683 ) - - ( 109 ) 2,909 2,226

Fair value of noncontrolling interest at acquisition

26,734 - - - - - - -

Stock issued for business acquisition

- - 21,881 - - ( 152 ) 4,071 25,952

Stock-based compensation

19 unchanged sentences

Cash Flows from Operating Activities

$ 57,684 $ 73,074 $ 138,992

Income (loss) from discontinued operations

( 42 ) ( 517 ) ( 161 )

Income from continuing operations

57,726 73,591 139,153

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Depreciation and amortization

35,438 28,140 28,474

Stock-based compensation

8,691 9,811 11,710

Gain on sale of real estate and equipment

102 - ( 199 )

Non-cash portion of restructuring charge

10 151 ( 444 )

(Gain) loss on sale of business

- ( 274 ) ( 62,105 )

Deferred income taxes

( 9,666 ) ( 2,759 ) ( 7,125 )

Life insurance benefit

Contributions to defined benefit plans

( 7,796 ) ( 10,238 ) ( 451 )

Increase/(decrease) in cash from changes in assets and liabilities, net of effects from discontinued operations and business acquisitions:

Accounts receivables, net

( 13,809 ) 16,221 ( 9,643 )

( 16,101 ) 17,085 ( 912 )

Prepaid expenses and other assets

19,959 1,890 ( 5,962 )

Accounts payable

14,021 ( 13,927 ) ( 3,145 )

Accrued liabilities, pension and other liabilities

( 23,774 ) ( 21,669 ) ( 5,470 )

Income taxes payable

5,069 ( 4,676 ) 6,887

Net cash provided by operating activities from continuing operations

69,647 93,346 90,768

Net cash provided by (used for) operating activities from discontinued operations

( 52 ) ( 690 ) 33

Net cash provided by operating activities

69,595 92,656 90,801

Cash Flows from Investing Activities

Expenditures for property, plant and equipment

( 28,343 ) ( 20,298 ) ( 24,270 )

Expenditures for acquisitions, net of cash acquired

( 478,890 ) ( 48,835 ) -

Expenditures for executive life insurance policies

( 132 ) ( 270 ) ( 278 )

Proceeds from sale of business

- 7,774 67,023

Proceeds from sale of real estate and equipment

1 unchanged sentence

Other investing activity

- - ( 2,654 )

Net cash provided by (used for) investing activities from continuing operations

( 503,433 ) ( 61,629 ) 41,563

Net cash provided by investing activities from discontinued operations

Net cash (used for) investing activities

( 503,433 ) ( 61,629 ) 41,563

Cash Flows from Financing Activities

Proceeds from borrowings

792,313 - 224,500

Payments of debt

( 389,109 ) ( 25,000 ) ( 226,200 )

Contingent consideration payment

- - ( 1,167 )

Activity under share-based payment plans

Purchase of treasury stock

2,226 1,525 1,341

Purchase of treasury stock and other

( 9,906 ) ( 31,824 ) ( 25,527 )

Cash dividends paid

Net cash (used for) financing activities

( 15,033 ) ( 13,902 ) ( 12,985 )

Net cash provided by (used for) financing activities

380,491 ( 69,201 ) ( 40,038 )

Effect of exchange rate changes on cash

3,686 ( 3,329 ) ( 1,464 )

Net change in cash and cash equivalents

( 49,661 ) ( 41,503 ) 90,862

Cash and cash equivalents at beginning of year

154,203 195,706 104,844

Cash and cash equivalents at end of year

$ 104,542 $ 154,203 $ 195,706

Supplemental Disclosure of Cash Flow Information:

Cash paid during the year for:

$ 21,157 $ 4,089 $ 4,232

Income taxes, net of refunds

$ 27,732 $ 27,966 $ 26,197

See notes to consolidated financial statements.

4 unchanged sentences

Standex International Corporation (“Standex” or the “Company”) is a diversified industrial manufacturer in five broad business segments:

Electronics, Engraving, Scientific, Engineering Technologies, and Specialty Solutions with operations in the United States, Europe, Canada, Japan, Singapore, Mexico, Turkey, India, and China.

Electronics, Engineering Technologies, Scientific, Engraving and Specialty Solutions with operations in the United States, Europe, Canada, Japan, Singapore, Mexico, Turkey, India, and China.

The accompanying consolidated financial statements include the accounts of Standex International Corporation and its subsidiaries and are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

All intercompany accounts and transactions have been eliminated in consolidation.

Noncontrolling interests in subsidiaries related to Standex’ ownership interests of less than 100% are reported as Noncontrolling interests in the consolidated balance sheets.

The results of noncontrolling ownership interests held by Standex are reported as Net income attributable to redeemable noncontrolling interests in the consolidated statements of operations (refer to Note 2 ).

The Company considers events or transactions that occur after the balance sheet date, but before the financial statements are issued to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure.

30 unchanged sentences

Acquisitions and other

1,700 ( 18 ) -

Provision charged to expense

67 unchanged sentences

$ 4,980 $ 4,980 $ - $ -

Foreign exchange contracts

Interest rate swaps

4,673 - 4,673 -

Debt securities

3 unchanged sentences

Financial Liabilities

Foreign exchange contracts

Contingent consideration(a)

$ 660 - - $ 660

Financial Assets

1 unchanged sentence

$ 4,917 $ 4,917 $ - $ -

Foreign exchange contracts

Interest rate swaps

5 unchanged sentences

Financial Liabilities

Foreign exchange contracts

Contingent consideration(a)

$ 660 - - 660

(a) The fair value of our contingent consideration arrangement is determined based on our evaluation as to the probability and amount of any deferred compensation that has been earned to date.

The Company’s financial liabilities based upon Level 3 inputs include contingent consideration arrangements relating to its acquisition of SEPL and GS Engineering.

The Company is contractually obligated to pay contingent consideration payments to the Sellers of these businesses based on the achievement of certain criteria.

The Company is obligated to pay contingent consideration to the sellers of GS Engineering in the event that certain revenue and gross margin targets are achieved during the five years following acquisition.

The targets set in the GS stock purchase agreement were not met for the first, second, third or fourth year, which concluded in the fourth quarter of fiscal years 2020, 2021, 2022, 2023 and 2024 respectively.

As of June 30, 2024 , the Company has no further obligations under this contingent consideration arrangement.

The Company is obligated to pay contingent consideration to the sellers of SEPL in the event that certain financial targets are achieved during the two years following acquisition, which occurred in the fourth quarter of fiscal year 2024.

(a) The Company’s financial liabilities based upon Level 3 inputs comprise of contingent consideration arrangement relating to its acquisition of SEPL in the event that certain financial targets are achieved during the two years following its acquisition in the fourth quarter of fiscal year 2024.

The maximum liability under this arrangement is $ 0.7 million.

The Company has determined the fair value of the liabilities for the contingent consideration based on a probability-weighted analysis.

The Company has determined the fair value of the liabilities for the contingent consideration based on an evaluation of the probability and amount of any deferred compensation that has been earned to date .

This fair value measurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement within the fair value hierarchy.

The fair value of the contingent consideration liability associated with future payments was based on several factors, the most significant of which are typically the financial performance of the acquired businesses and the risk-adjusted discount rate for the fair value measurement.

The fair value of the contingent consideration liability associated with future payments was based on several factors, the most significant of which are typically the financial performance of the acquired business and the risk-adjusted discount rate for the fair value measurement.

Additionally, the Company has financial assets based upon Level 3 inputs, which represent investments in a privately held company.

6 unchanged sentences

The available for sale asset was recorded as a current asset in the prepaid expenses and other current assets line of the consolidated balance sheet to reflect the initial fair value of the instrument acquired.

This asset was originally due to mature one year from the date of issuance.

In fiscal year 2024 , the maturity was extended to August 2024.

Available-for-sale debt securities are recorded at fair market value and unrealized gains and losses are included in accumulated other comprehensive income (loss) in equity, net of related tax effects.

Realized gains and losses are reported in other non-operating (income) expense, net.

There have been no changes in the fair value of the estimates for the Level 3 assets in fiscal year 2024 other than the impact of foreign exchange, which decreased the fair value of the equity securities by $ 0.1 million from the prior year.

This asset was originally due to mature one year from the d ate of issuance.

The maturity date was subsequently extended to August 2025.

The Company will update its assumptions each reporting period based on new developments and record such amounts at fair value based on the revised assumptions until the agreements expire.

41 unchanged sentences

Accordingly, the Company recognizes any remaining unrecognized compensation expense upon participant reaching retirement eligibility.

Stockholders' Equity

The Company has authorized a single class of equity, common stock, which has a par value of

$ 1.50 per share with

60,000,000 shares authorized,

27,984,278 shares issued, and

11,992,116 and

11,761,700 shares issued and outstanding as of

June 30, 2025 and

2024, respectively.

Common stockholders are entitled to vote in corporate governance matters, as well as participate in dividends, if declared by our board of directors.

From time to time, the Company

may repurchase shares of common stock, which are held in treasury stock and reserved for future issuance.

June 30, 2025 and

2024, there were

15,992,162 and

16,222,578 shares of treasury stock, respectively.

The Company uses shares acquired through treasury stock repurchases for the issuance of shares of common stock for the settlement of awards under its stock-based compensation plans, with the net effect of these transactions accounting for the change in common stock outstanding in each of the years ended

June 30, 2024 and

During the year ended

June 30, 2025, the Company acquired

31,308 shares of treasury stock and issued

109,425 shares of Standex common stock in connection with a business acquisition (refer to Note

2 ) and for settlement of stock based compensation awards (refer to Note

13 ), respectively.

Foreign Currency Translation

5 unchanged sentences

Revenues and expenses of these operations are translated using monthly average exchange rates.

The resulting translation adjustment is reported as a component of comprehensive income (loss) in the consolidated statements of stockholders’ equity and comprehensive income.

The resulting translation adjustment is reported as a component of comprehensive income (loss) in the consolidated statements of stockholders’ equity and compr ehensive income.

Gains and losses from foreign currency transactions are included in results of operations and were not material for any period presented.

14 unchanged sentences

The income tax provision from continuing operations for the fiscal year ended June 30, 2025 was impacted by the following items:

(i) a tax provision of $ 5.7 million due to the mix of income in various jurisdictions, (ii) tax benefits of $ 4.6 million related to foreign tax credits of $ 2.1 million, as well as Federal R&D tax credits of $ 2.5 million, (iii) a tax provision of $ 1.8 million related to officers’ compensation, (iv) a tax provision of $ 3.0 million related to cash repatriation, and (v) a tax benefit of $ 9.1 million (inclusive of $ 1.2 million of interest) related to the release of a Sec.

965 toll tax uncertain tax position due to the lapse of statute of limitations.

The income tax provision from continuing operations for the fiscal year ended June 30, 2024 was impacted by the following items:

(i) a tax provision of $ 3.1 million due to the mix of income in various jurisdictions, (ii) tax benefits of $ 2.8 million related to foreign tax credits of $ 0.7 million, as well as Federal R&D tax credits of $ 2.1 million, (iii) a tax provision of $ 3.8 million related to officers’ compensation, and (iv) a tax benefit of $ 3.8 million relating to share-based compensation.

2 unchanged sentences

tax effects of international operations, and (iv) a tax benefit of $ 5.0 million relating to the partial release of the valuation allowance on capital loss carryforwards, which were utilized against the capital gain recognized on the divestiture of the Procon business.

The income tax provision from continuing operations for the fiscal year ended June 30, 2022 was impacted by the following items:

(i) a tax provision of $ 4.3 million due to the mix of income in various jurisdictions, (ii) a tax benefit of $ 2.2 million related to Federal R&D credit and Foreign Tax Credit, (iii) a tax benefit of $ 1.3 million related to return-to-accrual adjustments to true-up up prior-period provision amounts, and (iv) a tax expense of $ 1.0 million related to uncertain tax position.

Earnings Per Share

10 unchanged sentences

Unless otherwise discussed below, the Company does not believe that the adoption of recently issued standards had or may have a material impact on its condensed consolidated financial statements or disclosures.

The Company adopted ASC 2023 - 07 in fiscal 2025.

Industry Segment Information.

In November 2023, the FASB issued ASU 2023 - 07, Segment Reporting (Topic 280 ) ("ASU 2023 - 07" ).

This update provides, among other things, enhanced segment disclosure requirements including disclosures about significant segment expenses.

ASU 2023 - 07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

The Company will review the extent of new disclosures necessary in the coming quarters, prior to implementation during fiscal year 2025.

Other than additional disclosure, the Company does not expect a change to its condensed consolidated financial statements upon adoption.

In December 2023, the FASB issued ASU 2023 - 09, Income Taxes (Topic 740 ) - Improvements to Income Tax Disclosures.

3 unchanged sentences

The Company is currently evaluating the effect of adopting this new accounting guidance, which would be applicable to fiscal year 2026.

In November 2024, the FASB issued ASU 2024 - 03, Income Statement - Reporting Comprehensive Income (Topic 220 ):

Expense Disaggregation Disclosures.

Additionally, in January 2025, the FASB issued ASU 2025 - 01 to clarify the effective date of ASU 2024 - 03.

This ASU provides guidance to expand disclosures related to the disaggregation of income statement expenses.

This ASU also requires, in the notes to the financial statements, disclosure of specified information about certain costs and expenses which includes purchases of inventory, employee compensation, depreciation, and intangible asset amortization included in each relevant expense caption.

ASU 2025 - 01 is effective for fiscal years beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, on a retrospective or prospective basis, with early adoption permitted.

This ASU will be effective for the Company’s Form 10 -K for fiscal 2028 and Form 10 -Q filed thereafter.

The Company is currently evaluating the impact this ASU may have on our financial statement disclosures.

The Company’s recent acquisitions are strategically significant to the future growth prospects of the Company.

At the time of the acquisition and June 30, 2024 , the Company evaluated the significance of each acquisition on a standalone basis and in aggregate, considering both qualitative and quantitative factors.

On July 31, 2023, the Company paid $ 29.2 million in cash for the purchase of all the issued and outstanding equity interests of Minntronix, a privately held company.

Minntronix designs and manufactures customized as well as standard magnetics components and products including transformers, inductors, current sensors, coils, chokes, and filters.

The products are used in applications across cable fiber, smart meters, industrial control and lighting, electric vehicles, and home security markets.

Minntronix' results are reported within the Company's Electronics segment.

At the time of each acquisition and as of

June 30, 2025 , the Company evaluated the significance of each acquisition on a standalone basis and in aggregate, considering both qualitative and quantitative factors.

On February 5, 2025, the Company acquired 100 % of the issued and outstanding shares of Basmat Inc., dba McStarlite, a privately held company, for $ 57.0 million, net of cash acquired.

McStarlite is a leading provider of complex sheet metal aerospace components.

It designs and manufactures cold deep draw and bulge-formed aviation components, including segmented and single piece lipskins, nozzles, complex sheet metal assemblies, and tooling to support production hardware.

McStarlite's results are reported within the Company's Engineering Technologies segment.

The purchase price was allocated to the net tangible and identifiable intangible assets acquired and liabilities assumed based on a valuation of their fair values on the closing date.

Goodwill recorded from this transaction is attributable to Minntronix's technical and applications expertise, which is highly complementary to the Company's existing business.

Identifiable intangible assets of $ 10.7 million consist primarily of $ 3.2 million for indefinite lived tradenames and $ 7.5 million of customer relationships to be amortized over 15 years.

Goodwill recorded from this transaction is attributable to McStarlite's technical and applications expertise, which is highly complementary to the Company's existing business.

Identifiable intangible assets of $ 24.5 million consist primarily of $ 19.7 million for customer relationships to be amortized over 12 years and $ 4.8 million for indefinite lived tradenames.

The goodwill of $ 16.7 million created by the transaction is not deductible for income tax purposes.

1 unchanged sentence

The fair values assigned to tangible and intangible assets acquired and liabilities assumed are based on management's best estimates and assumptions, as well as other information compiled by management, including valuations that utilize customary valuation procedures and techniques.

The components of the fair value of the Minntronix acquisition, including the preliminary allocation of the purchase price are as follows (in thousands):

Preliminary Allocation as of September 30, 2023

Preliminary Allocation as of March 31, 2025

Preliminary Allocation as of June 30, 2025

Fair value of business combination:

Total purchase consideration:

Cash payments

$ 57,271 $ 278 $ 57,549

Less, cash acquired

cash acquired

( 586 ) - ( 586 )

3 unchanged sentences

$ 8,808 $ - $ 8,808

Customer backlog

6,524 220 6,744

Customer backlog

4,060 ( 90 ) 3,970

Property, plant, & equipment

Property, plant, and equipment

5,315 3,288 8,603

5 unchanged sentences

$ 56,685 $ 278 $ 56,963

On February 19, 2024, the Company completed the purchase of all the issued and outstanding equity interests of Sanyu Switch Co., Ltd (Sanyu), a privately held company for $ 20.9 million, net of cash acquired.

Sanyu designs and manufactures reed relays for test and measurement and other switching applications.

Products include surface mount relays, high current relays, high insulation relays, high density relays for test boards, and RF relays which are used in semi-conductors, other electronics manufacturing and other switching applications.

Sanyu's results are reported within the Company's Electronics segment.

The Company paid $ 22.2 million in cash in the third quarter of fiscal year 2024 and recorded $ 2.5 million as holdback amounts.

Holdback amounts are used to withhold a portion of the initial purchase price payment until certain post-closing conditions are satisfied and are expected to be settled within 24 months from the date of acquisition.

The purchase price was allocated to the net tangible and identifiable intangible assets acquired and liabilities assumed based on a valuation of their fair values on the closing date.

Goodwill recorded from this transaction is attributable to Sanyu's technical and applications expertise, which is highly complementary to the Company's existing business.

Amran/Narayan Group

On October 28, 2024 ( “Closing Date”), the Company acquired, in separate transactions, 100 % of the outstanding membership interest in Amran LLC (“Amran”), a privately-held company based in Houston, Texas, pursuant to a Securities Purchase Agreement (the “Amran Purchase Agreement”) and through its wholly owned subsidiary, Mold-Tech Singapore PTE LTD (“Mold-Tech Singapore”), 90.1 % of the capital stock of Narayan Powertech Private Limited (“Narayan”), a privately-held India-based company, pursuant to a Securities Purchase Agreement (the “Narayan Purchase Agreement”) (collectively the “Amran/Narayan Group”).

With manufacturing locations in the United States and India, Amran/Narayan Group is a leading manufacturer of low voltage and medium voltage instrument transformers.

Its custom product portfolio is specifically designed and developed in partnership with OEMs for their specific equipment related to electrical grid applications.

This acquisition continues our portfolio strategy of focusing our higher-margin business segments in faster-growing markets.

Amran/Narayan Group results are reported within the Company's Electronics segment.

Total consideration for Amran aggregated $ 179.7 million consisting of $ 153.7 million in cash consideration and 152,299 shares of Standex common stock, issued out of the Company's treasury shares, with a fair value of $ 26.0 million.

The fair value of Standex common stock issued as part of the consideration for Amran was determined on the basis of the closing market price of our common shares on the Closing Date.

The total consideration for the 90.1 % interest in Narayan consisted of a cash payment of $ 261.9 million.

The Company entered into a Shareholder Agreement that provides the Company with the right to purchase, and the noncontrolling interest holders with the right to sell, their remaining minority interest at a contractually defined redemption value.

As the redemptions are contingently redeemable at the option of the noncontrolling interest shareholders, the Company classifies the redeemable noncontrolling interest in the mezzanine equity section on the consolidated balance sheets, which is presented above the equity section and below liabilities.

The repurchase price of the redeemable noncontrolling interests is the greater of the share price paid for similar shares as part of the Amran/Narayan Acquisition or 12 times twelve months' trailing EBITDA.

The redeemable noncontrolling interest represents the minority shareholder's interest.

Subject to receipt of regulatory approval from the Reserve Bank of India (“RBI”), Mold-Tech Singapore will acquire the remaining 9.9 % of the capital stock of Narayan in a second closing for shares of Standex common stock with a fair value of $ 26.7 million ("Share Swap Provision").

In accounting for the subsequent measurement of the redeemable noncontrolling interest measurement adjustments pursuant to ASC 480, Distinguishing Liabilities from Equity , the Company has made accounting policy elections to record any such applicable changes on the immediate recognition of the full adjustment required to report the redeemable noncontrolling interest at its redemption value, while also electing to record such adjustments under the income method, with a corresponding offset recorded to the Net income attributable to noncontrolling interests in consolidated subsidiaries within the consolidated statement of operations for the period in which such measurement adjustment becomes required.

Given the pending approval of the RBI for the second closing and share swap, the noncontrolling interest is not probable of redemption as of June 30, 2025, and accordingly no measurement adjustments have been recorded for the year ended June 30, 2025.

Additionally, on October 28, 2024, as contemplated by the Narayan Purchase Agreement, the Company, Mold-Tech Singapore and the owners of the remaining 9.9% ownership interest in Narayan, which was not acquired by the Company, entered into a Shareholders’ Agreement.

The Shareholders’ Agreement provides the noncontrolling interest holders with certain put rights upon the expiration of the Share Swap Provision.

The noncontrolling interest holders will have the right (but not an obligation) to transfer up to their remaining interest in Narayan for a period of three years ("Put Option Period") to Mold-Tech Singapore.

Subsequent to the expiration of the Put Option Period, Mold-Tech Singapore will have the right (but not an obligation) to acquire the remaining interest in Narayan for an additional three year consecutive period.

The purchase price was allocated to the net tangible and identifiable intangible assets acquired and liabilities assumed and noncontrolling interest based on a valuation of their fair values on the Closing Date.

Goodwill recorded from this transaction is attributable to Amran/Narayan Group’s technical and applications expertise, which is highly complementary to the Company's existing business.

Identifiable intangible assets of $ 136.0 million consist primarily of $ 28.7 million for indefinite lived tradenames and $ 107.3 million of customer relationships to be amortized over 12 years.

The goodwill of $ 8.2 million created by the transaction is not deductible for income tax purposes.

The goodwill of $ 298.4 million created by the transaction is deductible for income tax purposes.

The accounting for business combinations requires estimates and judgments regarding expectations for future cash flows of the acquired business, and the allocations of those cash flows to identifiable tangible and intangible assets, in determining the assets acquired and liabilities assumed.

The components of the fair value of the Sanyu acquisition, including the preliminary allocation of the purchase price are as follows (in thousands):

Preliminary Allocation as of March 31, 2024

The fair value of the noncontrolling interest in Narayan was determined based on the consideration expected to be transferred by the Company for its controlling ownership interest based on the Standex share price at the Closing Date.

The following table summarizes the allocation of the aggregate total consideration for the Amran/Narayan Group to the estimated fair values of the tangible and identifiable intangible assets acquired and liabilities and noncontrolling interest assumed (in thousands):

Preliminary Allocation as of December 31, 2024

Preliminary Allocation as of June 30, 2025

Total purchase consideration:

Cash payments

$ 22,178 $ - $ 22,178

Fair value of business combination:

Total cash consideration

$ 414,852 $ 752 $ 415,604

Less cash acquired

cash acquired

(7,126 ) 12 (7,114 )

Stock consideration 25,953 - 25,953

$ 433,679 $ 764 $ 434,443

2 unchanged sentences

$ 11,799 $ - $ 11,799

Accounts receivable

27,670 (1,807 ) 25,863

14,017 (340 ) 13,677

Customer backlog

9,500 600 10,100

Property, plant, and equipment

3 unchanged sentences

298,938 (555 ) 298,383

Liabilities assumed

Deferred tax liabilities, net

(19,932 ) (58 ) (19,990 )

Other liabilities assumed

(17,737 ) 266 (17,471 )

Total identifiable assets acquired and liabilities assumed

460,413 764 461,177

Redeemable noncontrolling interest (see Note 18)

(26,734 ) - (26,734 )

Total identifiable assets, liabilities and redeemable noncontrolling interest

$ 433,679 $ 764 $ 434,443

The initial allocation of the purchase price is based upon a preliminary valuation, and accordingly, our estimates and assumptions are subject to change as we obtain additional information during the measurement period.

The Company anticipates finalizing the purchase price allocation within 12 months from the acquisition date.

The following table reflects the unaudited pro forma operating results of the Company for the year ended June 30, 2025 and 2024, respectively, which give effect to the acquisition of the Amran/Narayan Group as if it had occurred effective July 1, 2023.

The pro forma results are not necessarily indicative of the operating results that would have occurred had the acquisition been effective as of the date indicated, nor are they intended to be indicative of results that may occur in the future.

The pro forma information does not include the effects of any synergies related to the Amran/Narayan Group acquisition, transactions between the entities prior to acquisition, or the pre-acquisition impact of other businesses acquired by the Company during this period as they were not material to the Company’s historical results of operations.

Pro forma earnings during the periods presented were adjusted to include the following adjustments:

Year Ended June 30,

(in thousands)

$ 826,550 $ 814,840

87,415 72,034

Amortization of inventory step-up to fair value assuming inventory turns within a two -month period;

Amortization of definite-lived intangible assets recognized at fair value that exceed one year as if acquired July 1, 2023;

Non-recurring acquisition-related costs have been excluded from net income;

Interest expense (including amortization of loan discount) on the Term Loan Credit Agreement entered into in connection with the acquisition as if the loan was obtained July 1, 2023.

The interest rate assumed for purposes of the pro forma financial information was 7.7 % on average as the rate in agreement is a variable rate plus certain margins;

Income tax expense (benefit) was adjusted related to the above pro forma adjustments using an estimated tax rate of 22.6 %.

With respect to each of the McStarlite and Amran/Narayan Group acquisitions, the estimated fair values of the indefinite lived tradenames were determined based on an income approach using the relief from royalty method, which assumes that, in lieu of ownership, a third party would be willing to pay a royalty in order to exploit the related benefits of the tradenames assets.

The cash flow projections the Company uses to estimate the fair value of the tradenames intangible assets involves several assumptions, including projected revenue growth, an estimated royalty rate, after-tax royalty savings expected from ownership of the tradenames, and a discount rate used to derive the estimated fair value of the tradenames.

The estimated fair value of the customer relationships intangible assets were determined based on the income approach using the multi-period excess earnings method, which measures the economic benefit indirectly by calculating the income attributable to an asset after appropriate returns are paid to complementary assets used in conjunction with the subject asset to produce the earnings associated with the subject asset, commonly referred to as contributory asset charges.

The fair value determination of the customer relationships intangible asset required us to make significant estimates and assumptions related to future cash flows and the selection of an appropriate discount rate to apply to future cash flows.

The Company incurred acquisition-related costs of $ 14.2 million for the year ended June 30, 2025, which is reported separately in the consolidated statements of operations.

From the date of acquisition, the Amran/Narayan Group has contributed $ 84.4 million of net sales and $ 13.7 million of net income for the periods ended June 30, 2025.

Transactions with Related Parties of Amran/Narayan Group

The Amran/Narayan Group, acquired in the second quarter of fiscal year 2025, has certain transactions with parties affiliated with current and former shareholders of the Amran/Narayan Group, including the current President of the Amran/Narayan Group entities in India.

The transactions with these parties continue and are summarized as follows:

Names of related parties Relationship with the Amran / Narayan Group

Narayan Epoxy Components Private Limited Entity controlled by minority shareholders of Narayan

Gujarat Plug In Devices Private Limited Narayan minority shareholders have significant ownership interest

Narayanshree Infrastructure LLP Partners are former and current minority shareholders of Narayan

Relative of Narayan Minority Shareholders Lessors of certain real property

At June 30, 2025, $ 0.4 million is due to the above related parties which is included in accounts payable in the consolidated balance sheets.

During the twelve months ended June 30, 2025, payments for inventory purchases and rental payments were $ 2.5 million and $ 0.3 million, respectively.

During the twelve months ended June 30, 2024, sales made to related parties were $ 0.1 million.

Several of the Amran/Narayan Group leases in India are with Narayanshree Infrastructure LLP and directly with relatives of Narayan minority shareholders.

Undiscounted cash flows expected to be paid for operating leases with related parties are as follows as of June 30, 2025:

Fiscal year Amount ($)

Nascent Technology

On November 18, 2024, the Company purchased all of the issued and outstanding equity interests of Nascent Technology Manufacturing, LLC ("Nascent") for $ 7.6 million, net of cash acquired.

Its results are reported in the Electronics segment.

The goodwill of $ 6.5 million created by the transaction is not deductible for income tax purposes.

Custom Biogenic Systems

On November 13, 2024, the Company purchases all of the issued and outstanding equity interests of Custom Biogenic Systems for $ 4.7 million, net of cash acquired.

Its results are reported within the Company's Scientific segment.

On May 3, 2024, the Company purchased all of the issued and outstanding equity interests of Sanyu Electric Pte Ltd, or SEPL, a privately held company for $ 3.5 million.

2 unchanged sentences

The goodwill of $ 1.9 million created by the transaction is not deductible for income tax purposes.

On July 31, 2023, the Company paid $ 29.2 million in cash for the purchase of all the issued and outstanding equity interests of Minntronix, a privately held company.

Minntronix designs and manufactures customized as well as standard magnetics components and products including transformers, inductors, current sensors, coils, chokes, and filters.

The products are used in applications across cable fiber, smart meters, industrial control and lighting, electric vehicles, and home security markets.

Minntronix' results are reported within the Company's Electronics segment.

The purchase price was allocated to the net tangible and identifiable intangible assets acquired and liabilities assumed based on a valuation of their fair values on the closing date.

Goodwill recorded from this transaction is attributable to Minntronix's technical and applications expertise, which is highly complementary to the Company's existing business.

Identifiable intangible assets of $ 10.7 million consist primarily of $ 3.2 million for indefinite lived tradenames and $ 7.5 million of customer relationships to be amortized over 15 years.

The goodwill of $ 13.9 million created by the transaction is not deductible for income tax purposes.

The components of the fair value of the Minntronix acquisition, including the final allocation of the purchase price are as follows (in thousands):

Final Allocation as of September 30, 2024

Fair value of business combination:

Cash payments

Less, cash acquired

Identifiable assets acquired and liabilities assumed:

Other acquired assets

Customer backlog

Property, plant, & equipment

Identifiable intangible assets

Liabilities assumed

Sanyu designs and manufactures reed relays for test and measurement and other switching applications.

Sanyu's results are reported within the Company's Electronics segment.

The Company paid $ 22.2 million in cash in the third quarter of fiscal year 2024 and recorded $ 2.5 million as holdback amounts.

Holdback amounts are used to withhold a portion of the initial purchase price payment until certain post-closing conditions are sa tisfied and are expected to be settled within 24 months from the date of acquisition.

The purchase price was allocated to the net tangible and identifiable intangible assets acquired and liabilities assumed based on a valuation of their fair values on the closing date.

Goodwill recorded from this transaction is attributable to Sanyu's technical and applications expertise, which is highly complementary to the Company's existing business.

Identifiable intangible assets of $ 2.9 million consist primarily of $ 0.7 million for indefinite lived tradenames and $ 2.2 million of customer relationships to be amortized over 12 years.

The goodwill of $9.1million created by the transaction is not deductible for income tax purposes.

The components of the fair value of the Sanyu acquisition, including the final allocation of the purchase price are as follows (in thousands):

Final Allocation as of March 31, 2025

Total purchase consideration:

Cash payments

Less cash acquired

Identifiable assets acquired and liabilities assumed:

Other acquired assets

Property, plant, and equipment

Identifiable intangible assets

Liabilities assumed

Acquisition Related Expenses

20 unchanged sentences

400,130 321,956 305,872

Engineering Technologies

102,595 83,476 81,079

72,380 68,931 74,924

Engraving Services

4 unchanged sentences

128,360 150,685 152,067

68,931 74,924 83,850

Engineering Technologies

83,476 81,079 78,117

Hydraulics Cylinders and System

2 unchanged sentences

35,699 40,238 44,836

- 21,260 33,658

Total Specialty Solutions

83 unchanged sentences

The Company has identified six reporting units for impairment testing:

Electronics, Engraving, Scientific, Engineering Technologies, Federal, and Hydraulics.

Electronics, Engineering Technologies, Scientific, Engraving, Federal, and Hydraulics.

The Specialty Solutions segment includes Federal and Hydraulics.

11 unchanged sentences

$ 149,910 $ 305,793 $ - $ 3,348 $ 459,051

Engineering Technologies

36,255 16,761 - 762 53,778

15,454 - - - 15,454

Engineering Technologies

76,605 - - 2,391 78,996

17 unchanged sentences

$ 34,340 $ 26,121 $ 18,118 $ 94 $ 78,673

Amortization expense from continuing operations totaled $ 8.2 million, $ 8.6 million, and $ 9.5 million, respectively for the years ended June 30, 2024 , 2023 , and 2022 .

Amortization expense from continuing op erations totaled $ 14.6 million, $ 8.2 milli on, and $ 8.6 million, respectively for the years ended June 30, 2025 , 2024 , and 2023 .

At June 30, 2025 , aggregate amortization expense is estimated to be (in thousands):

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The Company's long-term debt matures in February 2028.

Bank Credit Agreements

During the third quarter of fiscal year 2023 , the Company entered into a Third Amended & Restated Credit Agreement which renewed the existing Credit Agreement for an additional five -year period (“Credit Facility”, or “facility”).

The facility has a borrowing limit of $ 500 million, which can be increased by an amount of up to $ 250 million, in accordance with specified conditions contained in the agreement.

The facility also includes a $ 10 million sublimit for swing line loans and a $ 35 million sublimit for letters of credit.

Under the terms of the Credit Agreement, we pay a variable rate of interest and a commitment fee on borrowed amounts as well as a commitment fee on unused amounts under the facility.

The facility had a borrowing limit of $ 500 million, which could be increased by an amount of up to $ 250 million, in accordance with specified conditions contained in the agreement.

The facility also included a $ 10 million sublimit for swing line loans and a $ 35 million sublimit for letters of credit.

During the second quarter of fiscal year 2025, the Company entered into a $ 250 million 364 -day term loan with existing lenders.

Also during the period, the Company converted the 364 -day term loan into an exercise of the accordion feature under its existing facilities.

In connection with the conversion of the loan, the Company entered into a Second Amendment to Third Amended and Restated Credit Agreement.

This amendment expanded the total available credit under the Revolving Credit Agreement from $ 500 million to $ 825 million.

Under the terms of the Credit Agreement, the Company pays a variable rate of interest and a commitment fee on borrowed amounts as well as a commitment fee on unused amounts under the facility.

The amount of the commitment fee depends upon both the undrawn amount remaining available under the facility and the Company’s funded debt to EBITDA (as defined in the agreement) ratio at the last day of each quarter.

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Funds borrowed under the facility may be used for the repayment of debt, working capital, capital expenditures, acquisitions (so long as certain conditions, including a specified funded debt to EBITDA leverage ratio is maintained), and other general corporate purposes.

As of June 30, 2024 , the Company had the ability to borrow $ 347.3 million under the facility based on our current EBITDA.

As of June 30, 2025 , the Company had standby letters of credit outstanding, primarily for insurance purposes, of $ 1.9 million and had the ability to borrow $ 207.7 million under the facility based on our current EBITDA.

The facility contains customary representations, warranties and restrictive covenants, as well as specific financial covenants which the Company was compliant with as of June 30, 2025 .

The Company’s current financial covenants under the facility are as follows:

Interest Coverage Ratio - The Company is required to maintain a ratio of Earnings Before Interest and Taxes, as Adjusted (“Adjusted EBIT per the Credit Agreement”), to interest expense for the trailing twelve months of at least 2.75:1.

Adjusted EBIT per the Credit Agreement specifically excludes extraordinary and certain other defined items such as cash restructuring and acquisition related charges up to the lower of $ 20 million or 10 % of EBITDA.

The facility also allows unlimited non-cash charges including purchase accounting and goodwill adjustments.

Interest Coverage Ratio - The Company is required to maintain a ratio of Earnings Before Interest and Taxes, as Adjusted (“Adjusted EBIT per the Credit Facility”), to interest expense for the trailing twelve months of at least 2.75:1.

Adjusted EBIT per the Credit Facility specifically excludes extraordinary and certain other defined items such as cash restructuring and acquisition related charges up to the lower of $ 20.0 million or 10 % of EBITDA.

The facility allows for unlimited non-cash charges including purchase accounting and goodwill adjustments.

At June 30, 2025 , the Company’s Interest Coverage Ratio was 6.42:1.

Leverage Ratio - The Company’s ratio of funded debt to trailing twelve month Adjusted EBITDA per the credit agreement, calculated as Adjusted EBIT per the Credit Agreement plus depreciation and amortization, may not exceed 3.5:1.

Under certain circumstances in connection with a Material Acquisitions (as defined in the Facility), the Credit Agreement allows for the leverage ratio to go as high as 4.0:1 for a four -fiscal quarter period.

Leverage Ratio - The Company’s ratio of funded debt to trailing twelve month Adjusted EBITDA per the Credit Facility, calculated as Adjusted EBIT per the Credit Facility plus depreciation and amortization, may not exceed 3.5:1.

Under certain circumstances in connection with a Material Acquisition (as defined in the Facility), the Facility allows for the leverage ratio to go as high as 4.0:1 for a four -fiscal quarter period.

At June 30, 2025 , the Company’s Leverage Ratio was 2.60:1.

As of June 30, 2024 , we had borrowings under our facility of $ 150.0 million and the effective rate of interest for outstanding borrowings under the facility was 2.46 %.

Our primary sources of cash for these requirements are cash flows from continuing operations and borrowings under the facility.

Other Long-Term Borrowings

At June 30, 2024 and 2023 , the Company had standby letter of credit sub-facility outstanding, primarily for insurance and trade financing purposes of $ 2.7 million and $ 3.0 million, respectively.

At June 30, 2025, the effective rate of interest on the outstanding borrowings was 6.38 %.

Accrued LIABILITIES

Accrued liabilities from continuing operations recorded in our consolidated balance sheets at June 30, 2024 and 2023 consist of the following (in thousands):

Accrued liabilities recorded in our consolidated balance sheets at June 30, 2025 and 2024 consist of the following (in thousands):

Payroll and employee benefits

1 unchanged sentence

Operating lease current liability

Accrued interest

Accrued taxes payable

Warranty reserves

Professional fees

Restructuring costs

1 unchanged sentence

Contingent consideration

Fair value of derivatives

13,638 11,834

2 unchanged sentences

Interest Rate Swaps

The Company’s effective swap agreements convert the base borrowing rate on $ 150 million of debt due under our revolving credit agreement from a variable rate equal to one month Secured Overnight Financing Rate (SOFR) to a weighted average fixed rate of 0.85 % at June 30, 2024 .

The fair value of the swaps recognized in accrued liabilities and in other comprehensive income (loss) is as follows (in thousands):

4 unchanged sentences

100,000 0.86 %

August 6, 2023

February 23, 2023

100,000 0.86 %

March 23, 2025

4 unchanged sentences

March 24, 2025

$ 4,673 $ 10,235

The Company reported no losses for the years ended June 30, 2025 , 2024 , and 2023 , as a result of hedge ineffectiveness.

6 unchanged sentences

Hedge ineffectiveness, if any, associated with these contracts will be reported in net income.

At June 30, 2024 and 2023 , the Company had outstanding forward contracts related to hedges of intercompany loans with net unrealized gains of less than $ 0.1 million and net realized losses of $ 1.7 million, respectively, which approximate the unrealized gains or losses on the related loans.

At June 30, 2025 and 2024 , the Company had outstanding forward contracts related to hedges of intercompany loans that had an immaterial amount of net unrealized loss.

The contracts have maturity dates in fiscal year 2025, which correspond to the related intercompany loans.

2 unchanged sentences

Asset Derivatives

Derivative designated as

hedging instruments

Derivative designated as hedging instruments

Balance Sheet Line Item

Fair Value Balance Sheet Line Item

Interest rate swaps

1 unchanged sentence

$ - Prepaid expenses and other current assets

Foreign exchange contracts

Prepaid expenses and other current assets

- Prepaid expenses and other current assets

$ 4,673 $ 10,235

Liability Derivatives

Derivative designated as

hedging instruments

Interest rate swaps

Accrued Liabilities

$ - Accrued Liabilities

Foreign exchange contracts

Accrued Liabilities

- Accrued Liabilities

The table below presents the amount of gain (loss) recognized in comprehensive income on our derivative financial instruments (effective portion) designated as hedging instruments and their classification within comprehensive income for the periods ended (in thousands):

5 unchanged sentences

The table below presents the amount reclassified from accumulated other comprehensive income (loss) to net income for the periods ended (in thousands):

Details about Accumulated

Affected line item

Other Comprehensive

in the Statements

Income (Loss) Components

of Operations

Details about Accumulated Other Comprehensive Income (Loss) Components

2025 2024 2023 Affected line item in the Statements of Operations

Interest rate swaps

50 unchanged sentences

The income tax provision from continuing operations for the fiscal year ended June 30, 2025 was impacted by the following items:

965 toll tax uncertain tax position due to the lapse of statute of limitations.

The income tax provision from continuing operations for the fiscal year ended June 30, 2024 was impacted by the following items:

1 unchanged sentence

(i) a tax benefit of $ 4.3 million due to the mix of income in various jurisdictions, (ii) tax benefits of $ 14.3 million primarily related to foreign tax credits of $ 11.6 million, as well as Federal R&D tax credits of $ 2.7 million, (iii) a tax provision of $ 11.3 million related to the U.S.

The income tax provision from continuing operations for the fiscal year ended June 30, 2022 was impacted by the following items:

(i) a tax provision of $ 4.3 million due to the mix of income in various jurisdictions, (ii) a tax benefit of $ 2.2 million related to Federal R&D credit and Foreign Tax Credit, (iii) a tax benefit of $ 1.3 million related to return-to-accrual adjustments to true-up prior-period provision amounts, and (iv) a tax expense of $ 1.0 million related to uncertain tax position.

tax effects of international operations, and (iv) a tax benefit of $ 5.0 million relating to the partial release of the valuation.

Significant components of the Company’s deferred income taxes are as follows (in thousands):

12 unchanged sentences

Accrued expenses and reserves

( 16,313 ) 746

Lease liabilities

Section 174 Capitalization

18,308 12,904

Net operating loss and credit carry forwards

9 unchanged sentences

The increase (decrease) in the valuation allowance from the prior year was due to the current year activity in those same federal, state and foreign jurisdictions.

As of June 30, 2024 , the Company had gross state net operating loss ("NOL") and credit carry forwards of approximately $ 31.8 million and $ 3.9 million, respectively, which may be available to offset future state income tax liabilities and expire at various dates from 2024 through 2044.

In addition, the Company had foreign NOL carry forwards of approximately $ 4.1 million, all of which carry forward indefinitely

As of June 30, 2025, the Company had gross state net operating loss ("NOL") and credit carry forwards of approximately $ 15.8 million and $ 5.4 million, respectively, which may be available to offset future state income tax liabilities and expire at various dates from 2024 through 2044.In addition, the Company had federal NOL carry forwards of approximately $ 2.7 million and foreign NOL carry forwards of approximately $ 2.7 million, all of which carry forward indefinitely.

Under ASU 2016 - 09, Improvements to Employee Share-Based Payment Accounting, all excess tax benefits and tax deficiencies are recognized as income tax expense or benefit in the statement of operations.

20 unchanged sentences

Reductions for tax positions of prior years

Statute lapses

( 7,961 ) - ( 77 )

4 unchanged sentences

The Company increased its uncertain tax position during the year due to state R&D tax credit exposures.

The Company decreased its uncertain tax position during the year due to the statute of limitations lapsing on the Sec.

965 toll tax position that was established in prior years.

If the unrecognized tax benefits in the table above were recognized in a future period, $ 2.9 million of the unrecognized tax benefit would impact the Company’s effective tax rate.

7 unchanged sentences

The Company’s policy is to include interest expense and penalties related to unrecognized tax benefits within the provision for income taxes on the consolidated statements of operations.

At June 30, 2024 and 2023 , the company had $ 1.3 million and $ 1.2 million for accrued interest expense on unrecognized tax benefits.

2024, the company had

$ 1.3 million for accrued interest expense on unrecognized tax benefits.

On July 4, 2025, the U.S.

government enacted The One Big Beautiful Bill Act of 2025 which includes, among other provisions, changes to the U.S.

corporate income tax system including the allowance of immediate expensing of qualifying research and development expenses and permanent extensions of certain provisions within the Tax Cuts and Jobs Act.

Certain provisions are effective for the company beginning fiscal 2026.

We are evaluating the future impact of these tax law changes on our financial statements.

The Organization for Economic Co-operation and Development (OECD) and the G20 Inclusive Framework on Base Erosion and Profit Shifting (the "Inclusive Framework") have put forth Pillar Two proposals that ensure a minimal level of taxation.

Several countries in which the Company operates, including several European Union member states, have adopted domestic legislation to implement the Inclusive Framework's global corporate minimum tax rate of fifteen percent.

This legislation became effective for the Company beginning July 1, 2024.

Based on the Company's analysis of Pillar Two provisions, these tax law changes did not have a material impact on the Company's financial statements for fiscal 2025.

CONTINGENCIES

2 unchanged sentences

The Company accrues for losses related to a claim or litigation when the Company’s management considers a potential loss probable and can reasonably estimate such potential loss.

In the second quarter of fiscal year 2019, a lawsuit was filed against Standex Electronics, Inc., a wholly owned subsidiary of the Company (“Electronics”), by Miniature Precision Components, Inc., a customer (“MPC”), seeking damages in connection with allegedly faulty sensors designed and manufactured by Electronics.

The subject sensors were incorporated by MPC into a subassembly sold by MPC to its customer, an automotive manufacturer.

MPC alleges that the sensors incorrectly activated a diagnostic code in vehicles for which MPC’s customer issued a service bulletin, resulting in significant warranty costs for MPC.

During the fourth quarter of fiscal year 2022, the Company and MPC agreed to a full and comprehensive settlement of this matter.

As a result in fiscal year 2022, the Company recorded $ 5.7 million related to this litigation reported in accrued liabilities in the consolidated balance sheet and other operating expense in the consolidated statement of operations.

During the first quarter of fiscal year 2023, the liability was paid and the matter is considered settled.

stock-based compensation and purchase plans

3 unchanged sentences

The Company has stock plans for directors, officers and certain key employees.

The Company uses shares acquired through treasury stock repurchases for the issuance of shares of common stock for the settlement of awards under its stock-based compensation plans.

Total compensation cost recognized in the consolidated statement of operations for equity based compensation awards was $ 8.7 million, $ 9.8 million, and $ 11.7 million for the years ended June 30, 2025 , 2024 , and 2023 , respectively, primarily within Selling, General, and Administrative Expenses.

80 unchanged sentences

Foreign currency translation adjustment

$ ( 74,788 ) $ ( 91,928 ) $ ( 74,373 )

Unrealized pension (losses), net of tax

( 90,972 ) ( 95,516 ) ( 92,761 )

Unrealized (losses) gains on derivative instruments, net of tax

995 4,488 8,657

Total accumulated other comprehensive income

$ ( 164,765 ) $ ( 182,956 ) $ ( 158,477 )

restructuring

9 unchanged sentences

Prior Year Initiatives

2,189 871 3,060

Total expense

3 unchanged sentences

Prior Year Initiatives

456 801 1,257

Total expense

2 unchanged sentences

$ 2,361 $ 213 $ 2,574

Prior Year Initiatives

456 801 1,257

Total expense

27 unchanged sentences

2,190 870 3,060

( 2,690 ) ( 1,004 ) ( 3,694 )

Restructuring liabilities at June 30, 2025

18 unchanged sentences

3,561 1,762 5,323

Engineering Technologies

Corporate and Other

1,297 - 1,297

Total expense

2 unchanged sentences

$ 903 $ 496 $ 1,399

Engineering Technologies

2,414 3,042 5,456

Specialty Solutions

Corporate and Other

5 unchanged sentences

836 188 1,024

Engineering Technologies

Specialty Solutions

Corporate and Other

1,701 - 1,701

Total expense

33 unchanged sentences

9,544 9,891 1,217 1,190

Plan settlements

- - ( 270 ) 0

Actuarial gain

37 unchanged sentences

The accumulated benefit obligation for all defined benefit pension plans was $ 191.6 million and $ 199.2 million at June 30, 2025 and 2024 , respectively.

The estimated actuarial net loss for the defined benefit pension plans that will be amortized from accumulated other comprehensive income into net periodic benefit cost over the next fiscal year is $ 4.2 million.

The estimated actuarial net loss for the defined benefit pension plans that will be amortized from accumulated ot her comprehensive income into net periodic benefit cost over the next fiscal year is $ 4.7 million.

Plan Assets and Assumptions

65 unchanged sentences

2030, $ 16.6 million and years thereafter, $ 77.7 million .

The Company expects to make $ 6.3 million of contributions to its pension plans in fiscal year 2025.

The Company expects to make $ 6.9 million of contributions to its pension plans in fis cal year 2026.

The Company operates defined benefit plans in Germany and Japan which are unfunded.

33 unchanged sentences

Industry Segment Information

The company has five reportable segments organized around the types of products sold:

The company operates in the following five reportable segments organized around the types of products sold.

The Company has aggregated its operating segments into its reportable segments where they contained similar products and economic characteristics, and shared similar types of customers, and production and distribution methods.

The Company has determined that its CEO is its Chief Operating Decision Maker (CODM) who is responsible for assessing performance and allocating resources.

The CODM primarily evaluates segment performance based on net revenue and does not regularly review specific expense categories at the segment level.

Instead, expenses are managed and assessed on a consolidated basis rather than by individual segment.

While certain operating expenses may be incurred at the segment level, these are not regularly reviewed by the CODM when evaluating performance or allocating resources.

As a result, the Company does not allocate or disclose certain expense details by segment.

The CODM primarily reviews these profit measures in comparison to forecasts, trends, key performance targets, and results of industry peers to assess profitability, identify areas for improvement, and make strategic decisions regarding investments and resource allocation within each segment.

• Electronics – manufacturing and selling of electronic components for applications throughout the end-user market spectrum;

• Engraving – provides mold texturizing, slush molding tools, project management and design services, roll engraving, hygiene product tooling, low observation vents for stealth aircraft, and process machinery for a number of industries;

• Scientific – specialty temperature-controlled equipment for the medical, scientific, pharmaceutical, biotech and industrial markets;

• Engineering Technologies – provides net and near net formed single-source customized solutions in the manufacture of engineered components for the aviation, aerospace, defense, energy, industrial, medical, marine, oil and gas, and manned and unmanned space markets;

• Scientific – specialty temperature-controlled equipment for the medical, scientific, pharmaceutical, biotech and industrial markets;

• Specialty Solutions – an aggregation of two operating segments that manufacture and sell refrigerated, heated and dry merchandizing display cases, and single and double acting telescopic and piston rod hydraulic cylinders.

The Procon business was included in the Specialty Solutions Segment through the date of divestiture in the third quarter of fiscal year 2023.

Net sales include only transactions with unaffiliated customers and include no significant intersegment or export sales.

Net sales include only transactions with unaffiliated customers and include

no significant intersegment or export sales.

Operating income by segment and geographic area excludes general corporate and interest expenses.

6 unchanged sentences

There are no differences in accounting policies which would be necessary for an understanding of the reported segment information.

Industry Segments

(in thousands)

Depreciation and Amortization

$ 321,956 $ 305,872 $ 304,290 $ 12,722 $ 11,737 $ 11,803

150,685 152,067 146,255 8,716 9,646 10,561

68,931 74,924 83,850 1,314 1,449 1,574

Engineering Technologies

83,476 81,079 78,117 3,657 3,757 3,865

Specialty Solutions

$ 400,130 $ 102,595 $ 72,380 $ 128,360 $ 86,642 $ 790,107

Corporate and Other

Segment Expenses

( 312,203 ) ( 87,167 ) ( 54,910 ) ( 110,713 ) ( 71,801 ) ( 636,794 )

Segment operating income

87,927 15,428 17,470 17,647 14,841 153,313

Restructuring costs

Acquisition related costs

Income (Loss) From Operations

Capital Expenditures (1)

Interest expense

Other non-operating (expense) income, net

Income from continuing operations before income taxes

(in thousands)

Engineering Technologies

Specialty Solutions

$ 321,956 $ 83,476 $ 68,931 $ 150,685 $ 95,587 $ 720,635

Segment Expenses

( 257,926 ) ( 68,260 ) ( 49,931 ) ( 123,977 ) ( 75,956 ) ( 576,050 )

Segment operating income

64,030 15,216 19,000 26,708 19,631 144,585

Restructuring costs

(Gain) loss on sale of business

Acquisition related costs

Other operating (income) expense, net

Income (Loss) From Operations

Interest expense

Other non-operating (expense) income, net

Income from continuing operations before income taxes

(in thousands)

Engineering Technologies

15,216 11,050 8,776 1,495 1,987 1,480

Specialty Solutions

$ 305,872 $ 81,079 $ 74,924 $ 152,067 $ 127,106 $ 741,048

Restructuring costs

Segment Expenses

( 236,893 ) ( 70,029 ) ( 57,815 ) ( 126,065 ) ( 101,738 ) ( 593,080 )

Gain (loss) on sale of business

Segment operating income

68,979 11,050 17,109 25,462 25,368 147,968

Restructuring costs

(Gain) loss on sale of business

Acquisition related costs

Other operating (income) expense, net

Income (Loss) From Operations

Interest expense

Other non-operating (expense) income, net

Income from continuing operations before income taxes

(in thousands)

Capital Expenditures (1)

Depreciation and Amortization

$ 10,062 $ 6,844 $ 16,542 $ 19,936 $ 12,722 $ 11,737

Other operating income (expense)

Engineering Technologies

6,795 1,495 1,987 4,605 3,657 3,757

1 unchanged sentence

7,235 7,953 3,347 7,818 8,716 9,646

Interest expense

Specialty Solutions

2,151 3,115 2,064 1,504 1,338 1,395

Other non-operating (expense) income, net

Corporate and Other

4 462 43 320 393 490

Income from continuing operations before income taxes

$ 27,027 $ 19,987 $ 24,212 $ 35,438 $ 28,140 $ 28,474

2 unchanged sentences

$ 459,051 $ 149,910 $ 944,506 $ 435,473

Engineering Technologies

53,778 36,255 219,754 128,897

15,454 15,454 108,402 104,634

Engineering Technologies

78,996 76,605 238,088 262,317

27 unchanged sentences

(Loss) before taxes

$ ( 53 ) $ ( 654 ) $ ( 204 )

Benefit for taxes

Net (loss) from discontinued operations

$ ( 42 ) $ ( 517 ) $ ( 161 )

In the normal course of its business, the Company enters into various leases as the lessee, primarily related to certain transportation vehicles, facilities, office space, and machinery and equipment.

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We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate opinion on the critical audit matters or on the accounts or disclosures to which it relates.

Revenue recognition – Revenue recognized over time – Refer to note 3 to the financial statements

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Our audit procedures related to management’s estimates of total costs and profit for the performance obligations used to recognize revenue for certain performance obligations accounted for over time included the following, among others:

We tested the effectiveness of controls for revenue recognized over time, including management’s controls over the estimates of total costs and profit for performance obligations.

We selected a sample of long-term contracts with customers for which the revenue is recognized over time and we performed the following:

evaluated whether the contracts were properly included in management’s calculation of long-term contract revenue based on the terms and conditions of each contract, including whether continuous transfer of control to the customer occurred as progress was made toward fulfilling the performance obligation;

evaluated management’s ability to achieve the estimates of total costs and profit at completion by comparing the estimates to management’s work plans, engineering specifications, and supplier contracts, and performing corroborating inquiries with the Company’s operational management;

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We evaluated management’s ability to estimate total costs and profits accurately by comparing actual costs and profits to management’s historical estimates for performance obligations that have been fulfilled.

We tested the effectiveness of controls for revenue recognized over time, including management’s controls over the estimates of total costs and profit for performance obligations.

Acquisitions – Amran/Narayan Group Customer Relationships Intangible Asset – Refer to note 2 to the financial statements

Critical Audit Matter Description

The Company completed the acquisition of Amran LLC and Narayan Powertech Private Limited collectively the “Amran/Narayan Group”.

The Company accounted for the acquisition under the acquisition method of accounting for business combinations.

Accordingly, the purchase price was allocated to the assets acquired and liabilities assumed based on their respective fair values, including a customer relationships intangible asset of $107 million.

Management estimated the fair value of the customer relationships intangible asset using the multi-period excess earnings method, which is a specific discounted cash flow method.

The fair value determination of the customer relationships intangible asset required management to make significant estimates and assumptions related to future cash flows and the selection of the discount rate.

We identified the customer relationships intangible asset for the Amran/Narayan Group as a critical audit matter because of the significant estimates and assumptions management made to determine the fair value of the asset.

This required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists, when performing audit procedures to evaluate the reasonableness of management’s forecasts of future cash flows and the selection of the discount rate for the customer relationship intangible asset.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the forecasts of future cash flows and the selection of the discount rate for the customer relationships intangible asset included the following, among others:

We assessed the reasonableness of management’s forecasts of future cash flows by comparing the projections to historical results and certain external market information.

With the assistance of our fair value specialists, we evaluated the reasonableness of the (1) valuation methodology and (2) discount rate by:

Testing the source information underlying the determination of the discount rate and testing the mathematical accuracy of the calculation.

Developing a range of independent estimates and comparing those to the discount rate selected by management.

Comparing the weighted average cost of capital utilized to the internal rate of return applied to determine the enterprise value for the business acquired.

We evaluated whether the estimated future cash flows were consistent with evidence obtained in other areas of the audit.

We tested the effectiveness of controls over the valuation of the customer relationships intangible asset, including management’s controls over forecasts of future cash flows and selection of the discount rate.

/s/ Deloitte & Touche LLP

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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 8. Financial Statements and Supplementary Data