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What changed in STANDEX INTERNATIONAL CORP/DE/'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of STANDEX INTERNATIONAL CORP/DE/'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+212 added−210 removedSource: 10-K (2025-08-04) vs 10-K (2024-08-02)

Top changes in STANDEX INTERNATIONAL CORP/DE/'s 2025 10-K

212 paragraphs added · 210 removed · 168 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

45 edited+10 added−4 removed33 unchanged
Biggest changeMarkets and Applications Spincraft products serve applications within the space, aviation, defense, energy, medical, and general industrial markets. ● The space market we serve is comprised of components and assemblies for space launch vehicles, engines, crewed and uncrewed spacecraft and other space infrastructure. ● The aviation market offerings include a large portfolio of components and assemblies for commercial and private aircraft engines, nacelles and fuel systems. ● The defense market we serve covers a wide spectrum of applications including components for missiles, naval propulsion and structures, large dimension exhaust systems and military aircraft engine solutions. ● Applications within the energy market include components and assemblies for new and MRO gas turbines, as well as solutions for oil & gas exploration operations. 6 Table of Contents Brands This group's brand name is Spincraft.
Biggest changeOur segment is comprised of our Spincraft businesses with locations in Billerica, MA, New Berlin, WI, and Newcastle upon Tyne in the U.K., and our McStarlite business located in Harbor City, CA. 4 Table of Contents Markets and Applications Engineering Technologies products serve applications within the space, aviation, defense, energy, medical, and general industrial markets. ● The space market we serve is comprised of components and assemblies for space launch vehicles, engines, crewed and uncrewed spacecraft and other space infrastructure. ● The aviation market offerings include a large portfolio of components for commercial and regional aircraft nacelles, engines, and fuel systems. ● The defense market we serve covers a wide spectrum of applications including components and sub-assemblies for missiles, naval propulsion, and military aircraft nacelle and engine solutions. ● Applications within the energy market include components and assemblies for new and MRO gas turbines, as well as solutions for oil & gas exploration operations.
Headquartered in Salem, New Hampshire, we have six operating segments aggregated into five reportable segments: Electronics, Engraving, Scientific, Engineering Technologies, and Specialty Solutions. Two operating segments are aggregated into Specialty Solutions.
Headquartered in Salem, New Hampshire, we have six operating segments aggregated into five reportable segments: Electronics, Engineering Technologies, Scientific, Engraving and Specialty Solutions. Two operating segments are aggregated into Specialty Solutions.
The end-user of our engineered solution is typically an original equipment manufacturer (“OEM”) or industrial equipment manufacturer. End-user markets include, but are not limited to, appliances, electrification (electric vehicles, solar, smart-grid, alternative energy), security, military, medical, aerospace, test and measurement, power distribution, transportation, and general industrial applications.
The end-user of our engineered solution is typically an original equipment manufacturer (“OEM”) or industrial equipment manufacturer. End-user markets include, but are not limited to, appliances, electrification (electric vehicles, solar, smart-grid, alternative energy), military, medical, aerospace, test and measurement, power distribution, security, general industrial applications, and transportation.
Products and Services ● Space: Fuel tanks and fuel tank domes, rocket engine components, crew vehicle and unmanned spacecraft structures and bulkheads ● Aviation: Nacelle inlet lipskins & ducts, engine components and fuel tank elements ● Defense: Missile nose cones & structures, naval propulsion components and structures, exhaust assemblies, and military aircraft engine & exhaust components ● Energy: Power generation turbine & other assemblies, oil & gas exploration connection components Customers Engineering Technologies components are sold directly to large space, aviation, defense, energy and medical companies, or suppliers to those companies.
Products and Services ● Space: Fuel tanks and fuel tank domes, rocket engine components, crew vehicle and unmanned spacecraft structures and bulkheads ● Aviation: Nacelle inlet lipskins & ducts, engine components and fuel tank elements ● Defense: Missile nose cones & sub-assemblies, naval propulsion components, exhaust assemblies, and military aircraft engine nacelle & exhaust components ● Energy: Power generation turbine & other assemblies, oil & gas exploration connection components Customers Engineering Technologies components are sold directly to large space, aviation, defense, energy and medical companies, or suppliers to those companies.
Our growth strategy is focused on four key areas: (1) Increasing our presence in rapidly growing markets and applications (2) executing new product development in both core and adjacent market applications; (3) expanding geographically where meaningful business opportunities exist; and (4) undertaking strategically aligned acquisitions that strengthen and/or expand these core businesses.
Our growth strategy is focused on four key areas: (1) Increasing our presence in rapidly growing markets and applications (2) executing new product development in both core and adjacent market applications; (3) expanding geographically where meaningful business opportunities exist; and (4) undertaking strategically aligned acquisitions that strengthen and/or expand our core businesses.
Research and Development We develop and design new products to meet customer needs in order to offer enhanced products or to provide customized solutions for customers. Developing new and improved products, broadening the application of established products, and continuing efforts to improve our methods, processes, and equipment continues to drive our success.
Research and Development We develop and design new products to meet customer needs in order to offer enhanced products or to provide customized solutions for customers. Developing new and improved products, broadening the application of established products, and continuing efforts to improve our methods, processes, and equipment continue to drive our success.
Our global Standex Safety Council, which includes representatives from all Standex sites, meets regularly to enhance our safety culture and monitor our Total Recordable Incident Rate. The Chief Human Resources Officer frequently collaborates with the Chief Executive Officer to align Human Capital strategies and initiatives with our business goals.
Our global Standex Safety Council, which includes representatives from all Standex sites, meets regularly to enhance our safety culture and monitor our Total Recordable Incident Rate. The Chief Human Resources Officer frequently collaborates with the Chief Executive Officer and the Executive Leadership Team to align Human Capital strategies and initiatives with our business goals.
Securities and Exchange Commission (the “SEC”) maintains an internet website at www.sec.gov that contains our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and proxy statements, and all amendments thereto. Standex’s internet website address is www.standex.com.
The U.S. Securities and Exchange Commission (the “SEC”) maintains an internet website at www.sec.gov that contains our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and proxy statements, and all amendments thereto. Standex’s internet website address is www.standex.com.
Financial Information about Geographic Areas Information regarding revenues from external customers attributed to the United States, all foreign countries and any individual foreign country, if material, is contained in the Notes to Consolidated Financial Statements, “Revenue from Contracts with Customers.” Human Capital Resources Standex International understands that its rich history of success and future opportunities are directly linked to its dedicated, engaged, and diverse workforce.
Financial Information about Geographic Areas Information regarding revenues from external customers attributed to the United States, all foreign countries and any individual foreign country, if material, is contained in the Notes to Consolidated Financial Statements, “Revenue from Contracts with Customers.” 7 Table of Contents Human Capital Resources Standex International understands that its rich history of success and future opportunities are directly linked to its dedicated, engaged, and diverse workforce.
Annemarie Bell 52 Vice President, Chief Human Resources Officer since July 2021, Vice President of Human Resources from June 2019 to July 2021, Interim Vice President of Human Resources from October 2018 through June 2019; Vice President of Human Resources for four of Standex business units from October 2015 through October 2018.
Annemarie Bell 61 Vice President, Chief Human Resources Officer since July 2021, Vice President of Human Resources from June 2019 to July 2021, Interim Vice President of Human Resources from October 2018 through June 2019; Vice President of Human Resources for four of Standex business units from October 2015 through October 2018.
Brands Business unit names are Standex Electronics, Standex-Meder Electronics, Renco Electronics, Northlake Engineering, Agile Magnetics, Sensor Solutions, Standex Electronics Japan, Minntronix and Sanyu. Other associated brand names include the MEDER, KENT, and KOFU reed switch brands. Products and Services Our sensing products employ reed switch, Hall effect, inductive, conductive and other technologies.
Brands Business unit names are Standex Electronics, Standex-Meder Electronics, Renco Electronics, Northlake Engineering, Agile Magnetics, Sensor Solutions, Standex Electronics Japan, Minntronix, Nascentechnology, Sanyu, Amran Instruments and Narayan Powertech. Other associated brand names include the MEDER, KENT, and KOFU reed switch brands. Products and Services Our sensing products employ reed switch, Hall effect, inductive, conductive and other technologies.
Specialty Solutions Specialty Solutions is comprised of two businesses: Federal Industries and Custom Hoists. These businesses differentiate themselves in their respective markets by collaborating with customers to develop and deliver custom solutions. Federal Industries provides merchandising solutions to retail and food service customers whose revenue stream is enhanced through food presentation.
These businesses differentiate themselves in their respective markets by collaborating with customers to develop and deliver custom solutions. Federal Industries provides merchandising solutions to retail and food service customers whose revenue stream is enhanced through food presentation.
Our solutions seek to address unique customer design challenges such as reduction of input weight, material cost, part count, and complexity involving all formable materials with particular focus on large dimensions, large thickness or thin-wall construction, complex shapes and contours, and/or single-piece construction requirements.
Our solutions seek to address unique customer design challenges such as reduction of input weight, material cost, part count, and complexity involving all formable materials with particular focus on challenge geometries, large thickness to thin-wall construction, and/or single-piece construction requirements.
Our fiscal year 2024 includes the twelve-month period from July 1, 2023 to June 30, 2024. 3 Table of Contents Our long-term business strategy is to create, improve, and enhance shareholder value by building more profitable, focused industrial platforms through our Standex Value Creation System.
Our fiscal year 2025 includes the twelve-month period from July 1, 2024 to June 30, 2025. Our long-term business strategy is to create, improve, and enhance shareholder value by building more profitable, focused industrial platforms through our Standex Value Creation System.
Ademir Sarcevic 49 Vice President and Chief Financial Officer of the Company since September 2019. Various positions over the years at Pentair plc from 2012 to September 2019 with increasing responsibility ending as Senior Vice President and Chief Accounting Officer. Alan J. Glass 60 Vice President, Chief Legal Officer and Secretary of the Company since April 2016.
Various positions over the years at Pentair plc from 2012 to September 2019 with increasing responsibility ending as Senior Vice President and Chief Accounting Officer. Alan J. Glass 61 Vice President, Chief Legal Officer and Secretary of the Company since April 2016.
Our growth strategy is to continue to develop and/or acquire technologies to enhance surface textures that also allow our customers to introduce more sustainable manufacturing processes and reduce their own energy consumption. We are one company operating in 18 countries using a consistent approach to guarantee harmony on global programs in service of our customers.
Our growth strategy is to continue to develop and/or acquire technologies to enhance surface textures that also allow our customers to introduce more sustainable manufacturing processes and reduce their own energy consumption. We are operating as one company with global reach, using a consistent approach to guarantee harmony on global programs to serve of our customers.
As of June 30, 2024, we employ approximately 3,700 employees of which approximately 1,100 are in the United States. About 200 of our U.S. employees are represented by unions. Our competitive wages and benefits align with those of other manufacturers in our geographic locations.
As of June 30, 2025, we employ approximately 4,100 employees of which approximately 1,300 are in the United States. About 225 of our U.S. employees are represented by unions. Our competitive wages and benefits align with those of other manufacturers in our geographic locations.
Additionally, we launched the Women and Leadership Employee Resource Group in fiscal year 2023, aiming to increase the representation of women at all levels, enhancing the company’s success through relationships and partnerships.
Additionally, we launched the Women and Leadership Employee Resource Group in fiscal year 2023, aiming to increase the representation of women at all levels, enhancing the company’s success through relationships and partnerships. We continue to explore additional ERGs in partnership with the IAC.
We aim to provide a rewarding employee experience across the company by continuously reviewing our Human Capital Resources metrics, such as safety metrics, turnover rates, and culture survey responses. These reviews help us promote a safe, inclusive, and engaging work environment. Our LEAP performance management and development process emphasizes both manager engagement and employee ownership.
We aim to provide a rewarding employee experience across the company by continuously reviewing our Human Capital Resources metrics, such as safety metrics, turnover rates, and culture survey responses. These reviews help us promote a safe, inclusive, and engaging work environment.
Max Arets 51 Vice President, Chief Information Officer since April 2024. Various positions of increasing responsibility in IT Audit, finance systems, project management and information systems and with Tyco International and Pentair from 2005 to March 2024 ending as Vice President, Digital Enterprise. Amy Gagnon 45 Vice President, Chief Accounting Officer of the Company since January 2024.
Max Arets 52 Vice President, Chief Information Officer since April 2024. Various positions of increasing responsibility in IT Audit, finance systems, project management and information systems and with Tyco International and Pentair from 2005 to March 2024 ending as Vice President, Digital Enterprise. Danielle Rangel 43 Vice President, Chief Accounting Officer of the Company since May 2025.
The executive officers are elected each year at the first meeting of the Board of Directors subsequent to the annual meeting of stockholders, to serve for one-year terms of office. There are no family relationships among any of the directors or executive officers of the Company.
The executive officers are elected each year at the first meeting of the Board of Directors subsequent to the annual meeting of stockholders, to serve for one-year terms of office.
During the Model-Tech process, an original texture is first designed to offer beauty and function, which ultimately is used to create a large-format skin that can be wrapped on a model for testing.
During the Model-Tech process, an original texture is first designed to offer beauty and function, which ultimately is used to create a large-format skin that can be wrapped on a model for testing. Tooling Performance services include the enhancement, finishing and repair of a tool to improve its use during manufacturing.
Long-Lived Assets Long-lived assets are described and discussed in the Notes to Consolidated Financial Statements under the caption “Long-Lived Assets.” Available Information Standex’s corporate headquarters are at 23 Keewaydin Drive, Salem, New Hampshire 03079, and our telephone number at that location is (603) 893-9701. The U.S.
There are no family relationships among any of the directors or executive officers of the Company. 8 Table of Contents Long-Lived Assets Long-lived assets are described and discussed in the Notes to Consolidated Financial Statements under the caption “Long-Lived Assets.” Available Information Standex’s corporate headquarters are at 23 Keewaydin Drive, Salem, New Hampshire 03079, and our telephone number at that location is (603) 893-9701.
Markets and Applications Federal Industries custom designs and manufactures refrigerated, heated and dry merchandising display cases for bakery, deli, confectionary and packaged food products utilized in restaurants, convenience stores, quick-service restaurants, supermarkets, drug stores and institutions such as hotels, hospitals, and school cafeterias.
Specialty Solutions products are designed and/or manufactured in Hayesville, OH; Belleville, WI; and Tianjin, China. 6 Table of Contents Markets and Applications Federal Industries custom designs and manufactures refrigerated, heated and dry merchandising display cases for bakery, deli, confectionary and packaged food products utilized in restaurants, convenience stores, quick-service restaurants, supermarkets, drug stores and institutions such as hotels, hospitals, and school cafeterias.
The following provides a description of key areas impacting our Company. Working Capital Our primary source of working capital is the cash generated from continuing operations.
The following provides a description of key areas impacting our Company. Working Capital Our primary source of working capital is the cash generated from continuing operations. No segments require any special working capital needs outside of the normal course of business.
In addition to these services, we also produce soft trim tooling such as in mold graining (IMG) and nickel shells.
In addition to these services, we also produce soft trim tooling such as in mold graining (IMG) and nickel shells as well as production of specialized parts requiring deep knowledge of the soft trim manufacturing process.
We design and produce these products in Summerville, SC, ensuring high quality and reliability We offer a range of products in our portfolio that control the temperatures of critical healthcare products, medications, vaccines, and laboratory samples.
Scientific Our Scientific business specializes in providing specialty temperature-controlled equipment for the medical, scientific, pharmaceutical, biotech, and industrial markets. We design and produce these products in Summerville, SC and Bruce Township, MI, ensuring high quality and reliability. We offer a range of products in our portfolio that control the temperatures of critical healthcare products, medications, vaccines, and laboratory samples.
We intend to grow sales and product offerings by investing in advancements in our current and new technologies and identifying new cutting-edge solutions for these capabilities in existing and adjacent markets via customer and research collaboration. Our segment is comprised of our Spincraft businesses with locations in Billerica, MA, New Berlin, WI, and Newcastle upon Tyne in the U.K.
We intend to grow sales and product offerings by investing in advancements in our current and new technologies and identifying new cutting-edge solutions for these capabilities in existing and adjacent markets via customer and research collaboration.
No segments require any special working capital needs outside of the normal course of business. 7 Table of Contents Competition Standex manufactures and markets products many of which have achieved a unique or leadership position in their market, however, we encounter competition in varying degrees in all product groups and for each product line.
Competition Standex manufactures and markets products many of which have achieved a unique or leadership position in their market, however, we encounter competition in varying degrees in all product groups and for each product line. Competitors include domestic and foreign producers of the same and similar products.
Sensing based solutions include reed relays, fluid level, proximity, motion, flow, HVAC condensate as well as custom electronic sensors containing our core technologies. The magnetics or power conversion products include custom wound transformers and inductors for low and high frequency applications, current sense technology, advanced planar transformer technology, value added assemblies, and mechanical packaging.
The magnetics or power conversion products include custom wound transformers and inductors for low and high frequency applications, current sense technology, advanced planar transformer technology, value added assemblies, and mechanical packaging.
Customers The business sells globally to a wide variety of mainly OEM customers focused in the end markets noted previously through a direct sales force, regional sales managers, field applications engineers, commissioned agents, representative groups, and distribution channels. 4 Table of Contents Engraving Our Engraving group is a global creator and provider of custom textures and surface finishes on tooling that enhance the beauty and function of a wide range of consumer good and automotive products.
Customers The business sells globally to a wide variety of mainly OEM customers focused in the end markets noted previously through a direct sales force, regional sales managers, field applications engineers, commissioned agents, representative groups, and distribution channels.
Customers Scientific products are sold to medical and laboratory distributors, healthcare facilities, research universities, pharmaceutical and biotech companies, pharmacies and industrial facilities. Engineering Technologies Our Engineering Technologies Group (ETG) is a provider of innovative, metal-formed solutions for OEM and Tier 1 manufacturers for use in their advanced engineering designs.
Engineering Technologies Our Engineering Technologies Group (ETG) is a provider of innovative, metal-formed solutions for OEM and Tier 1 manufacturers for use in their advanced engineering designs.
Customers The Engraving business has become the global leader providing these products and services by offering a full range of services to automotive OEM’s, product designers, Tier 1 suppliers, and toolmakers all around the world. 5 Table of Contents Scientific Our Scientific business specializes in providing specialty temperature-controlled equipment for the medical, scientific, pharmaceutical, biotech, and industrial markets.
Customers The Engraving business has become the global leader providing these products and services by offering a full range of services to automotive OEM’s, product designers, Tier 1 suppliers, and toolmakers all around the world. Specialty Solutions Specialty Solutions is comprised of two businesses: Federal Industries and Custom Hoists.
Work continues to add additional ERGs in partnership with the IAC. 8 Table of Contents Executive Officers of Standex The executive officers of the Company as of June 30, 2024 are a s follows: Name Age Principal Occupation During the Past Five Years David Dunbar 62 President and Chief Executive Officer of the Company since January 2014.
Executive Officers of Standex The executive officers of the Company as of June 30, 2025 are a s follows: Name Age Principal Occupation During the Past Five Years David Dunbar 63 President and Chief Executive Officer of the Company since January 2014. Ademir Sarcevic 50 Vice President and Chief Financial Officer of the Company since September 2019.
Products and Services We manufacture and provide specialty-controlled temperature equipment purpose-built for the medical, scientific, pharmaceutical, biotech and industrial markets. Our comprehensive portfolio includes a range of innovative storage solutions for medications, vaccines, blood products, patient samples, biologics and laboratory samples.
Our comprehensive portfolio includes a range of innovative storage solutions for medications, vaccines, blood products, patient samples, biologics and laboratory samples.
Our team is dedicated to superior customer service through our technical engineering support and on-time delivery. Specialty Solutions products are designed and/or manufactured in Hayesville, OH; Belleville, WI; and Tianjin, China.
Our team is dedicated to superior customer service through our technical engineering support and on-time delivery.
Our product offerings include: ● Laboratory and medical grade refrigerators, freezers and accessories, ● Cryogenic storage tanks and accessories, ● Blood bank refrigerators and plasma freezers, ● Ultra low temperature freezers, and ● Environmental stability chambers and incubators. Brands Our products are sold under various brands including American BioTech Supply (ABS), Lab Research Products (LRP),Corepoint, Cryosafe and CryoGuard.
Our product offerings include: ● Laboratory and medical grade refrigerators, freezers and accessories, ● Cryogenic storage tanks and accessories, ● Blood bank refrigerators and plasma freezers, ● Benchtop and high-capacity controller rate freezers, ● Ultra low temperature freezers, and ● Environmental stability chambers and incubators.
This system will enhance our ability to manage and develop our talent, streamline operations enhance employee development and satisfaction ensuring that we continue to provide a rewarding and supportive environment for all employees.
This system enhances our ability to attract, manage and develop our talent, streamline operations, and improve overall employee satisfaction, providing a platform of standard work, tools, processes and analytics that better enable us to provide a rewarding and supportive environment for all employees.
We conduct regular employee engagement and satisfaction surveys, including our annual Culture Survey. Insights from these surveys drive senior management’s efforts to continually improve our company culture and operations. In fiscal year 2025, we will implement a Human Capital Management System to further support our commitment to our workforce.
We conduct regular employee engagement and satisfaction surveys, including our annual Culture Survey. Insights from these surveys drive senior management’s efforts to continually improve our company culture and operations. Action plans are developed and reviewed quarterly, and progress is a key performance indicator for every business annually.
Standex competes on the basis of Customer Intimacy in which our teams work as extensions of our customers organizations to apply our expertise and technology to address needs with customer solutions. International Operations International operations are conducted at 42 locations, including Europe, Canada, China, Japan, India, Southeast Asia, Korea and Mexico.
The principal methods of competition are industry and design expertise, product performance and technology, price, delivery schedule, quality of services, and other terms and conditions. Standex competes on the basis of Customer Intimacy in which our teams work as extensions of our customers organizations to apply our expertise and technology to address needs with customer solutions.
Our approach allows us to expand the business through organic growth with current customers as well as developing new products, driving geographic expansion, and pursuing inorganic growth through strategic acquisitions. Components are manufactured in plants located in the U.S., Mexico, the U.K., Germany, Japan, China and India.
Electronics competes on the basis of Customer Intimacy by designing, engineering, and manufacturing innovative solutions, components and assemblies to solve our customers’ application needs through our Partner/Solve/Deliver® approach. Our approach allows us to expand the business through organic growth with current customers as well as developing new products, driving geographic expansion, and pursuing inorganic growth through strategic acquisitions.
See the Notes to Consolidated Financial Statements for international operations financial data. Our net sales from continuing international operation s decreased slightly from 39% in fiscal year 2023 to 38% in fiscal year 2024.
International Operations International operations are conducted at 41 locations, including Europe, Canada, China, Japan, India, Southeast Asia and Mexico. See the Notes to C onsolidated Financial Statements for international operations financial data. The percentage of our overall net sales from continuing international operations increased from 38% in fiscal year 2024 to 41% in fiscal year 2025 .
The IMG process we support consumes significantly less energy in our customers' operations than the traditional slush molding process.
Soft Trim Tooling and nickel shell molds are used to produce soft surfaces that emulate the feel of natural materials. The IMG process we support consumes significantly less energy in our customers' operations than the traditional slush molding process. Our deep knowledge of this process positions us to manufacture certain demanding parts.
Description of Segments Electronics Our Electronics group is a global component and value-added solutions provider of both sensing and switching technologies as well as magnetic power conversion components and assemblies. Electronics competes on the basis of Customer Intimacy by designing, engineering, and manufacturing innovative solutions, components and assemblies to solve our customers’ application needs through our Partner/Solve/Deliver® approach.
The information on our website is for informational purposes only and is not incorporated into this Annual Report on Form 10-K. Description of Segments Electronics Our Electronics group is a global component and value-added solutions provider of sensing and switching technologies, high precision instruments transformers, and high reliability magnetic power conversion and measurement components and assemblies.
Please visit our website at www.standex.com to learn more about us or to review our most recent SEC filings. The information on our website is for informational purposes only and is not incorporated into this Annual Report on Form 10-K.
Where appropriate, we use a disciplined approach to leverage, in the form of our unsecured revolving credit facility, to fund important inorganic strategic initiatives. 3 Table of Contents Please visit our website at www.standex.com to learn more about us or to review our most recent SEC filings.
Removed
Tooling Performance services include the enhancement, finishing and repair of a tool to improve its use during manufacturing. ● Tool Enhancement services increase the wear resistance of the mold. Processes include advanced tool finishing services, anti-scratch, laser hardening in localized areas, Tribocoat® and Release Coat. ● Tool Finishing and Repair allows customers to achieve outstanding quality while saving valuable time.
Added
Components are manufactured in plants located in the U.S., Mexico, the U.K., Germany, Japan, China and India.
Removed
These services include laser micro-welding, polishing and lapping, laser cladding to accommodate engineering changes, mold assembly, tool management, maintenance, texture repair and on-site support. Soft Trim Tooling and nickel shell molds are used to produce soft surfaces that emulate the feel of natural materials.
Added
Sensing based solutions include reed relays, fluid level, proximity, motion, flow, HVAC condensate as well as custom electronic sensors containing our core technologies. Our grid technologies products include instrument transformers, current sensors and bushings.
Removed
Competitors include domestic and foreign producers of the same and similar products. The principal methods of competition are industry and design expertise, product performance and technology, price, delivery schedule, quality of services, and other terms and conditions.
Added
Brands Our products are sold under the brands - Spincraft and McStarlite.
Removed
Corporate Controller from September 2021 to January 2024 and Assistant Controller from March 2020 to September 2021. Assistant Controller at Vapotherm, Inc. from 2018 until joining the Company in March 2020.
Added
Brands Our products are sold under various brands including American BioTech Supply (ABS), Lab Research Products (LRP), Corepoint, Cryosafe and CryoGuard, and Custom Biogenic Systems. Products and Services We manufacture and provide specialty-controlled temperature equipment purpose-built for the medical, scientific, pharmaceutical, biotech and industrial markets.
Added
Customers Scientific products are sold to medical and laboratory distributors, healthcare facilities, research universities, pharmaceutical and biotech companies, pharmacies and industrial facilities. 5 Table of Contents Engraving Our Engraving group is a global creator and provider of custom textures and surface finishes on tooling that enhance the beauty and function of a wide range of consumer good and automotive products as well as production of specialized, differentiated parts requiring our unique capabilities.
Added
Our annual Organization and Talent Review is a structured process that supports succession planning and provides visibility into our diverse leadership pipeline. It enables us to assess and develop key talent across the organization to ensure strong, future-ready leaders. Our LEAP performance management and development process emphasizes both manager engagement and employee ownership.
Added
In fiscal year 2025, we implemented a global Human Capital Management System to further support our commitment to our workforce.
Added
Standex Cares is our community engagement program that supports local initiatives and charitable activities in the areas where we operate. It reflects our commitment to social responsibility and strengthens employee pride and connection through volunteerism and service.
Added
Together with our focus on safety, talent development, and culture, Standex Cares underscores our broader commitment to investing in our people and the communities we serve.
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Vice President of Internal Audit and Investigations from May 2023 to May 2025. Various positions of increasing responsibility at Pentair, Emerson, and Binks ending as Global Controller until joining the Company in May 2023.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

19 edited+1 added−2 removed66 unchanged
Biggest changeWe rely on our revolving credit facility, in part along with operating cash flow, to provide us with sufficient capital to operate our businesses and to fund acquisitions. The availability of borrowings under our revolving credit facility is dependent upon our compliance with the covenants set forth in the facility, including the maintenance of certain financial ratios.
Biggest changeWe rely on our credit facility to provide us with sufficient capital to operate our businesses and to fund acquisitions . We rely on our revolving credit facility, in part along with operating cash flow, to provide us with sufficient capital to operate our businesses and to fund acquisitions.
An expansion of the war in Ukraine could adversely affect our results of operations and financial condition. To date, we have experienced minimal impacts on our businesses related to the ongoing war in Ukraine, beyond the general impact on global energy prices and other economic conditions.
An expansion of the war in Ukraine could adversely affect our results of operations and financial condition. To date, we have experienced minimal adverse impacts on our businesses related to the ongoing war in Ukraine, beyond the general impact on global energy prices and other economic conditions.
The costs of curing violations or resolving enforcement actions that might be initiated by government authorities could be substantial. 13 Table of Contents The costs of complying with existing or future regulations applicable to our products, and of correcting any violations of such regulations, could adversely impact our profitability.
The costs of curing violations or resolving enforcement actions that might be initiated by government authorities could be substantial. 11 Table of Contents The costs of complying with existing or future regulations applicable to our products, and of correcting any violations of such regulations, could adversely impact our profitability.
Although our pension plans have been frozen, the size of future required pension contributions could require us to dedicate a greater portion of our cash flow from operations to making contributions, which could negatively impact our financial flexibility. Our business could be negatively impacted by cybersecurity threats, information systems and network interruptions, and other security threats or disruptions.
Although our pension plans have been frozen, the size of future required pension contributions could require us to dedicate a greater portion of our cash flow from operations to making contributions, which could negatively impact our financial flexibility. 12 Table of Contents Our business could be negatively impacted by cybersecurity threats, information systems and network interruptions, and other security threats or disruptions.
A violation of these laws could subject us to civil or criminal investigations that could result in substantial civil or criminal fines and penalties, and which could damage our reputation. 11 Table of Contents We face significant competition in our markets and, if we are not able to respond to competition in our markets, our net sales, profits and cash flows could decline.
A violation of these laws could subject us to civil or criminal investigations that could result in substantial civil or criminal fines and penalties, and which could damage our reputation. We face significant competition in our markets and, if we are not able to respond to competition in our markets, our net sales, profits and cash flows could decline.
While we attempt to pass on these additional costs to our customers, competitive factors (including competitors who import from other countries not subject to such tariffs) may limit our ability to sustain price increases and, as a result, may adversely impact our net sales, profits and cash flows.
While we attempt to pass on these additional costs to our customers, competitive factors (including competitors who import from other countries subject to lower tariffs) may limit our ability to sustain price increases and, as a result, may adversely impact our net sales, profits and cash flows.
Certain of our key manufacturing facilities are located in geographic areas with a higher than nominal risk of earthquake and flood (such as Japan) and hurricane (such as South Carolina).
Certain of our key manufacturing facilities are located in geographic areas with a higher than nominal risk of earthquake and flood (such as Japan and Southern California) and hurricane (such as South Carolina).
Any of these risks could have a material adverse effect on our financial condition, results of operations and/or value of an investment in the Company. 9 Table of Contents A pandemic or other global health crisis could adversely affect our revenues, operating results, cash flow and financial condition.
Any of these risks could have a material adverse effect on our financial condition, results of operations and/or value of an investment in the Company. A pandemic or other global health crisis could adversely affect our revenues, operating results, cash flow and financial condition.
Our credit facility contains covenants that restrict our activities. Our revolving credit facility contains covenants that restrict our activities, including our ability to: • incur additional indebtedness; • make investments, including acquisitions; • create liens; • pay cash dividends to shareholders unless we are compliant with the financial covenants set forth in the credit facility; and • sell material assets.
Our revolving credit facility contains covenants that restrict our activities, including our ability to: • incur additional indebtedness; • make investments, including acquisitions; • create liens; • pay cash dividends to shareholders unless we are compliant with the financial covenants set forth in the credit facility; and • sell material assets. Our global operations subject us to international business risks.
An economic recession could adversely affect our business by: • reducing demand for our products and services, particularly in markets where demand for our products and services is cyclical; • causing delays or cancellations of orders for our products or services; • reducing capital spending by our customers; • increasing price competition in our markets; • increasing difficulty in collecting accounts receivable; • increasing the risk of excess or obsolete inventories; • increasing the risk of impairment to long-lived assets due to reduced use of manufacturing facilities; • increasing the risk of supply interruptions that would be disruptive to our manufacturing processes; and • reducing the availability of credit and spending power for our customers. 10 Table of Contents We rely on our credit facility to provide us with sufficient capital to operate our businesses and to fund acquisitions .
An economic recession could adversely affect our business by: • reducing demand for our products and services, particularly in markets where demand for our products and services is cyclical; • causing delays or cancellations of orders for our products or services; • reducing capital spending by our customers; • increasing price competition in our markets; • increasing difficulty in collecting accounts receivable; • increasing the risk of excess or obsolete inventories; • increasing the risk of impairment to long-lived assets due to reduced use of manufacturing facilities; • increasing the risk of supply interruptions that would be disruptive to our manufacturing processes; and • reducing the availability of credit and spending power for our customers.
Significant price increases for these commodities and rare elements could adversely affect our operating profits if we cannot timely mitigate the price increases by successfully sourcing lower cost commodities or rare elements or by passing the increased costs on to customers. Shortages or other disruptions in the supply of these commodities or rare elements could delay sales or increase costs.
Significant price increases for these commodities and rare elements could adversely affect our operating profits if we cannot timely mitigate the price increases by successfully sourcing lower cost commodities or rare elements or by passing the increased costs on to customers.
If our lenders reduce or terminate our access to amounts under our credit facility, we may not have sufficient capital to fund our working capital needs and/or acquisitions or we may need to secure additional capital or financing to fund our working capital requirements or to repay outstanding debt under our credit facility or to fund acquisitions.
If our lenders reduce or terminate our access to amounts under our credit facility, we may not have sufficient capital to fund our working capital needs and/or acquisitions or we may need to secure additional capital or financing to fund our working capital requirements or to repay outstanding debt under our credit facility or to fund acquisitions. 9 Table of Contents Our credit facility contains covenants that restrict our activities.
While we continue to evaluate potential acquisitions, we may not be able to identify and successfully negotiate suitable acquisitions, obtain financing for future acquisitions on satisfactory terms, obtain regulatory approval for certain acquisitions or otherwise complete acquisitions in the future.
While we continue to evaluate potential acquisitions, we may not be able to identify and successfully negotiate suitable acquisitions, obtain financing for future acquisitions on satisfactory terms, obtain regulatory approval for certain acquisitions or otherwise complete acquisitions in the future. An inability to identify or complete future acquisitions could limit our future growth. We may experience difficulties in integrating acquisitions.
The trading price of our common stock could decline or fluctuate in response to a variety of factors, including: • our failure to meet the performance estimates of securities analysts; • changes in financial estimates of our net sales and operating results or buy/sell recommendations by securities analysts; • fluctuations in our quarterly operating results; • substantial sales of our common stock; • changes in the amount or frequency of our payment of dividends or repurchases of our common stock; • general stock market conditions; or • other economic or external factors. 14 Table of Contents Decreases in discount rates and actual rates of return could require an increase in future pension contributions to our pension plans which could limit our flexibility in managing our Company.
The trading price of our common stock could decline or fluctuate in response to a variety of factors, including: • our failure to meet the performance estimates of securities analysts; • changes in financial estimates of our net sales and operating results or buy/sell recommendations by securities analysts; • fluctuations in our quarterly operating results; • substantial sales of our common stock; • changes in the amount or frequency of our payment of dividends or repurchases of our common stock; • general stock market conditions; or • other economic or external factors.
Current and threatened tariffs on components and finished goods from China and other countries could result in lower net sales, profits and cash flows and could impair the value of our investments in our Chinese operations.
Shortages or other disruptions in the supply of these commodities or rare elements could delay sales or increase costs. 10 Table of Contents Current and threatened tariffs on components and finished goods from China and other countries could result in lower net sales, profits and cash flows and could impair the value of our investments in our Chinese operations.
If we are unable to successfully manage the risks inherent to the operation and expansion of our global businesses, those risks could have a material adverse effect on our results of operations, cash flow or financial condition.
We operate in 41 locations outside of the United States in Europe, Canada, China, Japan, India, Singapore, Mexico, Turkey and Malaysia. If we are unable to successfully manage the risks inherent to the operation and expansion of our global businesses, those risks could have a material adverse effect on our results of operations, cash flow or financial condition.
The discount rate and the expected rate of return on plan assets represent key assumptions inherent in our actuarially calculated pension plan obligations and pension plan expense. If discount rates and actual rates of return on invested plan assets were to decrease significantly, our pension plan obligations could increase materially.
If discount rates and actual rates of return on invested plan assets were to decrease significantly, our pension plan obligations could increase materially.
A deterioration in the domestic and international economic environment, whether by way of inflationary conditions or recessionary conditions, could adversely affect our operating results, cash flow and financial condition. Recent inflationary conditions in the United States, Europe and other parts of the world have increased virtually all of our costs including our cost of materials, labor and transportation.
A deterioration in the domestic and international economic environment, whether by way of inflationary conditions or recessionary conditions, could adversely affect our operating results, cash flow and financial condition. We are subject to inflationary impacts across the world which could materially increase our costs of materials, labor and transportation.
Our ability to comply with these covenants is dependent upon our future performance, which is subject to economic conditions in our markets along with factors that are beyond our control.
The availability of borrowings under our revolving credit facility is dependent upon our compliance with the covenants set forth in the facility, including the maintenance of certain financial ratios. Our ability to comply with these covenants is dependent upon our future performance, which is subject to economic conditions in our markets along with factors that are beyond our control.
Removed
Our global operations subject us to international business risks. We operate in 42 locations outside of the United States in Europe, Canada, China, Japan, India, Singapore, Korea, Mexico, Turkey and Malaysia.
Added
Decreases in discount rates and actual rates of return could require an increase in future pension contributions to our pension plans which could limit our flexibility in managing our Company. The discount rate and the expected rate of return on plan assets represent key assumptions inherent in our actuarially calculated pension plan obligations and pension plan expense.
Removed
An inability to identify or complete future acquisitions could limit our future growth. 12 Table of Contents We may experience difficulties in integrating acquisitions.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeCybersecurity Governance and Oversight We have a cybersecurity governance structure that involves the oversight and involvement of our board of directors and senior management. Our board of directors, through its Audit Committee, maintains oversight of risks, including cybersecurity risks, and receives an update from the Director of IT Security and the Chief Information Officer (CIO) at each quarterly committee meeting.
Biggest changeOur board of directors, through its Audit Committee , maintains oversight of risks, including cybersecurity risks, and receives an update from the Director of IT Security and the Chief Information Officer (CIO) at each quarterly committee meeting. The Audit Committee also reports to the full board on cybersecurity matters as part of its regular report out after each meeting.
In an effort to deter and detect cyber threats, we have a required cybersecurity training program that is provided to all new employees during on-boarding and semi-annually to employees with access to our IT resources, which aims to raise awareness and foster a culture of cybersecurity among our workforce.
In an effort to deter and detect cyber threats, we have a required cybersecurity training program that is provided to all new employees during on-boarding and semi-annually to employees with access to our IT resources, which aims to raise awareness and foster a culture of cybersecurity awareness among our workforce.
We also have an ongoing process of sending simulated phishing emails to employees. The results of these simulated attempts are monitored and reported to each employee’s manager. Training includes such cybersecurity topics as social engineering, phishing, password protection, confidential data protection, asset use and mobile security.
We also have an ongoing process of sending simulated phishing emails to employees. The results of these simulated attempts are monitored and reported to each employee’s manager. Training includes such cybersecurity topics as social engineering, phishing, password protection, confidential data protection, asset use and mobile security. The training also emphasizes the importance of reporting all incidents immediately.
In order to oversee and identify risks from cybersecurity threats associated with our use of third-party service providers, we perform third-party risk assessments designed to help protect against the misuse of IT by third parties and business partners and generally request that third-party service providers provide us information about their security policies and procedures.
In order to oversee and identify risks from cybersecurity threats associated with our use of third -party service providers, we perform third -party risk assessments designed to help protect against the misuse of IT by third parties and business partners and generally request that third -party service providers provide us information about their security policies and procedures. 13 Table of Contents Cybersecurity Governance and Oversight We have a cybersecurity governance structure that involves the oversight and involvement of our board of directors and senior management.
Removed
The Audit Committee also reports to the full board on cybersecurity matters as part of its regular report out after each meeting.
Removed
The training also emphasizes the importance of reporting all incidents immediately. 15 Table of Contents

Item 2. Properties

Properties — owned and leased real estate

3 edited+0 added−0 removed0 unchanged
Biggest changeFor the year ended June 30, 2024 , the approximate building space utilized by each segment is as follows: Area in Square Feet (in thousands) Segment Number of Locations Leased Owned Total Asia Pacific 10 138 177 315 EMEA (1) 3 - 125 125 Other Americas 1 - 56 56 United States 7 148 74 222 Electronics 21 286 432 718 Asia Pacific 11 508 - 508 EMEA (1) 12 176 70 246 Other Americas 3 90 - 90 United States 6 88 79 167 Engraving 32 862 149 1,011 United States 1 164 - 164 Scientific 1 164 - 164 EMEA (1) 1 83 - 83 United States 2 107 171 278 Engineering Technologies 3 190 171 361 Asia Pacific 1 76 - 76 United States 2 33 198 231 Specialty Solutions 3 109 198 307 United States 2 19 - 19 Corporate & Other 2 19 - 19 Total 62 1,630 950 2,580 (1) EMEA consists of Europe, Middle East and S.
Biggest changeFor the year ended June 30, 2025 , the approximate building space utilized by each segment is as follows: Area in Square Feet (in thousands) Segment Number of Locations Leased Owned Total Asia Pacific 10 138 177 315 EMEA (1) 3 - 125 125 Other Americas 1 - 56 56 United States 7 148 74 222 Electronics 21 286 432 718 EMEA (1) 1 83 - 83 United States 2 107 171 278 Engineering Technologies 3 190 171 361 United States 1 164 - 164 Scientific 1 164 - 164 Asia Pacific 11 508 - 508 EMEA (1) 12 176 70 246 Other Americas 3 90 - 90 United States 6 88 79 167 Engraving 32 862 149 1,011 Asia Pacific 1 76 - 76 United States 2 33 198 231 Specialty Solutions 3 109 198 307 United States 2 19 - 19 Corporate & Other 2 19 - 19 Total 62 1,630 950 2,580 (1) EMEA consists of Europe, Middle East and S.
Africa. In general, the buildings are in sound operating condition and are considered to be adequate for their intended purposes and current uses. We own substantially all of the machinery and equipment utilized in our businesses.
Africa. In general, the buildings are in sound operating condition and are considered to be adequate for their intended purposes and current uses. We own substantially all of the machinery and equipment utilized in our businesses. 14 Table of Contents
Item 2. Properties We operate a total of 62 facilities including manufacturing plants, service centers, and warehouses located throughout the United States, Europe, Canada, Southeast Asia, Korea, Japan, China, India, Brazil, and Mexico. The Company owns 20 of the facilities and the others are leased.
Item 2. Properties We operate a total of 64 facilities including manufacturing plants, service centers, and warehouses located throughout the United States, Europe, Canada, Southeast Asia, Japan, China, India, Brazil, and Mexico. The Company owns 19 of the facilities and the others are leased.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeAdditional information regarding our equity compensation plans is presented in the Notes to Consolidated Financial Statements under the caption “Stock-Based Compensation and Purchase Plans” and Item 12 “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.” Issuer Purchases of Equity Securities (1) Quarter Ended June 30, 2024 Period (a) Total Number of Shares (or units) Purchased (b) Average Price Paid per Share (or unit) (c) Total Number of Shares (or units) Purchased as Part of Publicly Announced Plans or Programs (d) Maximum Number (or Appropriate Dollar Value) of Shares (or units) that May Yet Be Purchased Under the Plans or Programs April 1 - April 30, 2024 242 $ 173.11 242 $ 33,301 May 1 - May 31, 2024 - - - 33,301 June 1 - June 30, 2024 - - - 33,301 TOTAL 242 $ 173.11 242 $ 33,301 (1) The Company has a Stock Buyback Program (the “Program”) which was originally announced on January 30, 1985 and most recently amended on April 28, 2022.
Biggest changeAdditional information regarding our equity compensation plans is presented in the Notes to Consolidated Financial Statements under the caption “Stock-Based Compensation and Purchase Plans” and Item 12 “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.” Issuer Purchases of Equity Securities (1) Quarter Ended June 30, 2025 Period (a) Total Number of Shares (or units) Purchased (b) Average Price Paid per Share (or unit) (c) Total Number of Shares (or units) Purchased as Part of Publicly Announced Plans or Programs (d) Maximum Number (or Appropriate Dollar Value) of Shares (or units) that May Yet Be Purchased Under the Plans or Programs April 1 - April 30, 2025 2,032 $ 158.94 - $ 27,812 May 1 - May 31, 2025 - - - 27,812 June 1 - June 30, 2025 - - - 27,812 TOTAL 2,032 159 - (1) The Company has a Stock Buyback Program (the “Program”) which was originally announced on January 30, 1985 and most recently amended on April 28, 2022.
The Company is not obligated to acquire a particular number of shares, and the program may be discontinued at any time at the Company’s discretion. 17 Table of Contents The graph below matches Standex International Corporation's cumulative 5-Year total shareholder return on common stock with the cumulative total returns of the Russell 2000 index and the S&P 600 Industrials index.
The Company is not obligated to acquire a particular number of shares, and the program may be discontinued at any time at the Company’s discretion. 15 Table of Contents The graph below matches Standex International Corporation's cumulative 5-Year total shareholder return on common stock with the cumulative total returns of the Russell 2000 index and the S&P 600 Industrials index.
Item 5. Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities The principal market in which the Common Stock of Standex is traded is the New York Stock Exchange under the ticker symbol “SXI”. The approximate number of stockholders of record on July 31, 2024 was 1,092.
Item 5. Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities The principal market in which the Common Stock of Standex is traded is the New York Stock Exchange under the ticker symbol “SXI”. The approximate number of stockholders of record on July 31, 2025 was 1,045.
The graph tracks the performance of a $100 investment in our common stock and in each index (with the reinvestment of all dividends) from 6/30/2019 to 6/30/2024.
The graph tracks the performance of a $100 investment in our common stock and in each index (with the reinvestment of all dividends) from 6/30/2020 to 6/30/2025. Item 6. [Reserved] Not Applicable

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

85 edited+33 added−33 removed52 unchanged
Biggest changeDue to the nature of long-term agreements in the Engineering Technologies segment, the timing of orders and delivery dates can vary considerably resulting in significant backlog changes from one period to another. 23 Table of Contents Backlog orders are as follows (in thousands): As of June 30, 2024 As of June 30, 2023 Total Backlog under Total Backlog under Backlog 1 year Backlog 1 year Electronics $ 107,006 $ 94,982 $ 150,061 $ 129,911 Engraving 22,483 20,874 36,817 31,434 Scientific 2,646 2,646 2,506 2,506 Engineering Technologies 64,592 50,122 63,769 52,565 Specialty Solutions 16,691 16,672 21,749 21,634 Total $ 213,418 $ 185,296 $ 274,902 $ 238,050 Total backlog realizable within one year decreased $52.8 million, or 22.2% to $185.2 million at June 30, 2024 from $238.1 million at June 30, 2023.
Biggest changeBacklog orders are as follows (in thousands): As of June 30, 2025 As of June 30, 2024 Total Backlog under Total Backlog under Backlog 1 year Backlog 1 year Electronics $ 144,971 $ 121,276 $ 107,006 $ 94,982 Engineering Technologies 91,025 82,273 64,592 50,122 Scientific 3,974 3,974 2,646 2,646 Engraving 22,460 22,123 22,483 20,874 Specialty Solutions 16,045 15,950 16,691 16,672 Total $ 278,475 $ 245,596 $ 213,418 $ 185,296 Total backlog realizable within one year increased $60.3 million, or 32.5% to $245.6 million at June 30, 2025 from $185.2 million at June 30, 2024.
Organic sales decreased by $37.7 million, or 5.1%, due to transitory headwinds in several of our end markets, primarily due to lower demand in our Electronics, Specialty and Scientific segments, partially offset by project timing in our Engineering Technologies group. Organic sales included $94.0 million in the period attributed to fast growth markets.
Organic sales decreased by $37.7 million, or 5.1%, due to transitory headwinds in several of our end markets, primarily due to lower demand in our Electronics, Scientific and Specialty segments, partially offset by project timing in our Engineering Technologies group. Organic sales included $94.0 million in the period attributed to fast growth markets.
Gross Profit Gross profit in fiscal year 2024 decreased to $282.0 million, or a gross margin of 39.1%, as compared to $285.1 million, or a gross margin of 38.5%, for the prior year period.
Gross profit in fiscal year 2024 decreased to $282.0 million, or a gross margin of 39.1%, as compared to $285.1 million, or a gross margin of 38.5%, for the prior year period.
Income from Operations Income from operations for the fiscal year 2024 was $101.7 million, compared to $171.1 million during the prior year.
Income from operations for the fiscal year 2024 was $101.7 million, compared to $171.1 million during the prior year.
The Company’s annual test for impairment is performed using a May 31st measurement date. We have identified six reporting units for impairment testing: Electronics, Engraving, Scientific, Engineering Technologies, Federal, and Hydraulics. As quoted market prices are not available for the Company’s reporting units, the fair value of the reporting units is determined using a discounted cash flow model (income approach).
The Company’s annual test for impairment is performed using a May 31st measurement date. We have identified six reporting units for impairment testing: Electronics, Engineering Technologies, Scientific, Engraving, Federal, and Hydraulics. As quoted market prices are not available for the Company’s reporting units, the fair value of the reporting units is determined using a discounted cash flow model (income approach).
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 $3.9 million relating to share-based compensation.
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.
Under the terms of the Credit Facility, we will pay a variable rate of interest and a fee on borrowed amounts as well as a commitment fee on unused amounts under the facility.
Under the terms of the Credit Facility, we pay a variable rate of interest and a fee on borrowed amounts as well as a commitment fee on unused amounts under the facility.
A twenty-five-basis point change in our discount rate, holding all other assumptions constant, would have no impact on 2024 pension expense as changes to amortization of net losses would be offset by changes to interest cost. In future years, the impact of discount rate changes could yield different sensitivities.
A twenty-five-basis point change in our discount rate, holding all other assumptions constant, would have no impact on 2025 pension expense as changes to amortization of net losses would be offset by changes to interest cost. In future years, the impact of discount rate changes could yield different sensitivities.
We have evaluated the current and long-term cash requirements of our defined benefit and defined contribution plans as of June 30, 2024 and determined our operating cash flows from continuing operations and available liquidity are expected to be sufficient to cover the required contributions under ERISA and other governing regulations.
We have evaluated the current and long-term cash requirements of our defined benefit and defined contribution plans as of June 30, 2025 and determined our operating cash flows from continuing operations and available liquidity are expected to be sufficient to cover the required contributions under ERISA and other governing regulations.
The most significant assumption involved in the Company’s determination of fair value is the cash flow projections of each reporting unit. As a result of our annual assessment in the fourth quarter of fiscal year 2024, the Company determined that the fair value of the six reporting units substantially exceeded their respective carrying values.
The most significant assumption involved in the Company’s determination of fair value is the cash flow projections of each reporting unit. As a result of our annual assessment in the fourth quarter of fiscal year 2025, the Company determined that the fair value of the six reporting units substantially exceeded their respective carrying values.
In the past year, we have experienced price fluctuations for a number of materials including rhodium, steel, and other metal commodities. These materials are some of the key elements in the products manufactured in these segments. Wherever possible, we will implement price increases to offset the impact of changing prices.
We have experienced price fluctuations for a number of materials including rhodium, steel, and other metal commodities. These materials are some of the key elements in the products manufactured in these segments. Wherever possible, we will implement price increases to offset the impact of changing prices.
Therefore, no impairment charges were recorded in connection with our annual assessment during the fourth quarter of fiscal year 2024. Cost of Employee Benefit Plans – We provide a range of benefits to certain retirees, including pensions and some postretirement benefits.
Therefore, no impairment charges were recorded in connection with our annual assessment during the fourth quarter of fiscal year 2025. Cost of Employee Benefit Plans – We provide a range of benefits to certain retirees, including pensions and some postretirement benefits.
The ultimate acceptance of these price increases, if implemented, will be impacted by our affected divisions’ respective competitors and the timing of their price increases. In general, we do not enter into purchase contracts that extend beyond one operating cycle.
The ultimate acceptance of these price increases will be impacted by our affected divisions’ respective competitors and the timing of their price increases. In general, we do not enter into purchase contracts that extend beyond one operating cycle.
The expected return on plan assets assumption of 6.4% in the U.S. is based on our expectation of the long-term average rate of return on assets in the pension funds and is reflective of the current and projected asset mix of the funds and considers the historical returns earned on the funds.
The expected return on plan assets assumption of 6.35% in the U.S. is based on our expectation of the long-term average rate of return on assets in the pension funds and is reflective of the current and projected asset mix of the funds and considers the historical returns earned on the funds.
Based on information provided by our actuaries and other relevant sources, we believe that our assumptions are reasonable. 31 Table of Contents The cost of employee benefit plans includes the selection of assumptions noted above.
Based on information provided by our actuaries and other relevant sources, we believe that our assumptions are reasonable. 25 Table of Contents The cost of employee benefit plans includes the selection of assumptions noted above.
Summary of Accounting Policies” for information regarding the effect of recently issued accounting pronouncements on our consolidated statements of operations, comprehensive income, stockholders’ equity, cash flows, and notes for the year ended June 30, 2024.
Summary of Accounting Policies” for information regarding the effect of recently issued accounting pronouncements on our consolidated statements of operations, comprehensive income, stockholders’ equity, cash flows, and notes for the year ended June 30, 2025 .
A description of any such material trends is described below in the applicable segment analysis. We monitor a number of key performance indicators (“KPIs”) including net sales, income from operations, backlog, effective income tax rate, gross profit margin, and operating cash flow. A discussion of these KPIs is included below.
A description of any such material trends is described below in the applicable segment analysis. 17 Table of Contents We monitor a number of key performance indicators (“KPIs”) including net sales, income from operations, backlog, effective income tax rate, gross profit margin, and operating cash flow. A discussion of these KPIs is included below.
The Company’s current financial covenants under the facility are as follows: 28 Table of Contents 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.
The Company’s current financial covenants under the facility are as follows: Interest Coverage Ratio - The Company is required to maintain a ratio of Earnings Before Interest and Taxes, as Adjusted (“Adjusted EBIT per the Credit Facility”), to interest expense for the trailing twelve months of at least 2.75:1.
Our annual impairment testing at each reporting unit relied on assumptions surrounding general market conditions, short-term growth rates, a terminal growth rate of 2.5%, and detailed management forecasts of future cash flows prepared by the relevant reporting unit. Fair values were determined primarily by discounting estimated future cash flows at a weighted average cost of capital of 11.0%.
Our annual impairment testing at each reporting unit relied on assumptions surrounding general market conditions, short-term growth rates, a terminal growth rate of 2.5%, and detailed management forecasts of future cash flows prepared by the relevant reporting unit. Fair values were determined primarily by discounting estimated future cash flows at a weighted average cost of capital of 9.84%.
Net sales decreased reflecting general market softness, including purchases by retail pharmacies. 25 Table of Contents Income from operations in fiscal year 2024 increased by $1.9 million, or 11.1%, when compared to the prior year. Operating income increase reflects productivity initiatives and lower freight costs, partially offset by lower volume.
Net sales decreased reflecting general market softness, including purchases by retail pharmacies. Income from operations in fiscal year 2024 increased $1.9 million or 11.1%, when compared to the prior year. Operating income increase reflects productivity initiatives and lower freight costs, partially offset by lower volume.
The amount of the commitment fee will depend 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.
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.
The Company’s pension plan is frozen for U.S. employees and participants in the plan ceased accruing future benefits. Our primary U.S. defined benefit plan is not 100% funded under ERISA rules at June 30, 2024. U.S. defined benefit plan contributions of $10.0 million were made during fiscal year 2024 compared to $0.2 million during fiscal year 2023.
The Company’s pension plan is frozen for U.S. employees and participants in the plan ceased accruing future benefits. Our primary U.S. defined benefit plan is not 100% funded under ERISA rules at June 30, 2025. U.S. defined benefit plan contributions of $7.6 million were made during fiscal year 2025 compared to $10.0 million during fiscal year 2024.
The gain on sale of business, restructuring costs, acquisition related costs and other operating income (expense), net have been discussed above in the Company Overview. Discontinued Operations In pursing our business strategy, the Company may divest certain businesses. Future divestitures may be classified as discontinued operations based on their strategic significance to the Company.
The gain on sale of business, restructuring costs, acquisition-related costs and other operating income (expense), net have been discussed above in the Company Overview. 22 Table of Contents Discontinued Operations In pursuing our business strategy, the Company may divest certain businesses. Future divestitures may be classified as discontinued operations based on their strategic significance to the Company.
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, 2024, the Company’s Interest Coverage Ratio was 25.15.: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.
The fair value of the Company's U.S. defined benefit pension plan assets was $142.3 million at June 30, 2024, as compared to $142.1 million as of June 30, 2023. We participate in two multi-employer pension plans and sponsor six defined benefit plans including two in the U.S. and Japan and one each in the U.K. and Germany.
The fair value of the Company's U.S. defined benefit pension plan assets was $146.4 million at June 30, 2025, as compared to $142.3 million as of June 30, 2024. We participate in two multi-employer pension plans and sponsor six defined benefit plans including two in the U.S. and Japan and one each in the U.K. and Germany.
There are required contributions of $5.8 million to the United States funded pension plan for fiscal year 2025. The Company expects to make contributions during fiscal year 2025 of $0.2 million and $0.3 million to its unfunded defined benefit plans in the U.S. and Germany, respectively. Any subsequent plan contributions will depend on the results of future actuarial valuations.
There are required contributions of $6.5 million to the United States funded pension plan for fiscal year 2026. The Company expects to make contributions during fiscal year 2026 of $0.1 million and $0.3 million to its unfunded defined benefit plans in the U.S. and Germany, respectively. Any subsequent plan contributions will depend on the results of future actuarial valuations.
While Standex considers our relationship with our suppliers to be good, there can be no assurances that we will not experience any supply shortage. Foreign Currency Translation – Our primary functional currencies used by our non-U.S. subsidiaries are the Euro, British Pound Sterling (Pound), Japanese (Yen), Peso and Chinese (Yuan).
While Standex considers our relationship with our suppliers to be good, there can be no assurances that we will not experience any supply shortage. 24 Table of Contents Foreign Currency Translation – Our primary functional currencies used by our non-U.S. subsidiaries are the Euro, British Pound Sterling (Pound), Japanese (Yen), Mexican Peso, Chinese (Yuan), and Indian (Rupee).
Organic sales decreased by $1.0 million, or 0.7%, as a result of delays in new platform rollouts in North America. Foreign exchange impacts were $0.4 million, or 0.2%. Income from operations in fiscal year 2024 increased by $1.2 million, or 4.9%, when compared to the prior year.
Net sales in fiscal year 2024 decreased by $1.4 million or 0.9% compared to the prior year. Organic sales decreased by $1.0 million, or 0.7%, as a result of delays in new platform rollouts in North America. Foreign exchange impacts were $0.4 million, or 0.2%.
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, 2024, the Company’s Leverage Ratio was 0.65:1. As of June 30, 2024, we had borrowings under our facility of $150.0 million.
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, 2025, we had borrowings under our facility of $553.2 million.
For discussion of the impact of acquisitions, we isolate the effect on the KPI amount that would have existed regardless of our acquisition. Sales resulting from synergies between the acquisition and existing operations of the Company are considered organic growth for the purposes of our discussion.
For discussion of the impact of acquisitions, we isolate the effect on the KPI amount that would have existed regardless of our acquisition. Sales resulting from synergies between the acquisition and existing operations of the Company are considered organic growth for the purposes of our discussion. Unless otherwise noted, references to years are to fiscal years.
At June 30, 2024, the underlying policies had a cash surrender value of $11.7 million and are reported net of loans of $4.9 million for which we have the legal right of offset. These amounts are reported net on our balance sheet.
At June 30, 2025, the underlying policies had a cash surrender value of $6.7 million and are reported net of loans of $2.7 million for which we have the legal right of offset. These amounts are reported net on our balance sheet.
Our primary cash requirements in addition to day-to-day operating needs include interest payments, capital expenditures, acquisitions, share repurchases, and dividends. Our primary sources of cash are cash flows from continuing operations and borrowings under the facility.
The effective rate of interest for our outstanding borrowings is 6.38%. Our primary cash requirements in addition to day-to-day operating needs include interest payments, capital expenditures, acquisitions, share repurchases, and dividends. Our primary sources of cash are cash flows from continuing operations and borrowings under the facility.
This transaction reflects the continued simplification of our portfolio and enables greater focus on managing our larger platforms and pursuing growth opportunities. Proceeds will be deployed towards organic and inorganic initiatives and returning capital to shareholders. Its results are reported within our Specialty Solutions segment.
This transaction reflected the continued simplification of our portfolio and enabled greater focus on managing our larger platforms and pursuing growth opportunities. Proceeds were deployed towards organic and inorganic initiatives and returning capital to shareholders. Its results were reported within our Specialty Solutions segment.
Additionally, most of the Company’s contracts offer assurance type warranties in connection with the sale of a product to customers. Assurance type warranties provide a customer with assurance that the product complies with agreed-upon specifications.
Additionally, most of the Company’s contracts offer assurance type warranties in connection with the sale of a product to customers. Assurance type warranties provide a customer with assurance that the product complies with agreed-upon specifications. Assurance type warranties do not represent a separate performance obligation.
At June 30, 2024, we expect to pay estimated post-retirement benefit payments of $6.0 million during fiscal year 2025. See "Item 8. Financial Statements and Supplementary Data, Note 16. Employee Benefit Plans" for additional information regarding these obligations. At June 30, 2024, we had $39.0 million of operating lease obligations. See "Item 8. Financial Statements and Supplementary Data, Note 20.
At June 30, 2025 , we expect to pay estimated post-retirement benefit payments of $6.9 million during fiscal year 2026. See "Item 8. Financial Statements and Supplementary Data, Note 16. Employee Benefit Plans" for additional information regarding these obligations. A t June 30, 2025 , we had $51.2 million of operating lease obligations. See "Item 8.
Acquisitions had a $1.9 million, or 0.3%, positive impact on sales, offset by negative impacts on sales for divestitures of $11.9 million, or 1.9%, and foreign currency of $23.9 million, or 3.3%. We discuss our results and outlook for each segment below.
Acquisitions had a $40.4 million, or 5.5%, positive impact on sales, offset by negative impacts on sales for divestitures of $21.3 million, or 2.9%, and foreign currency of $1.8 million, or 0.3%. We discuss our results and outlook for each segment below.
Our policy is to fund domestic pension liabilities in accordance with the minimum and maximum limits imposed by the Employee Retirement Income Security Act of 1974 ("ERISA"), federal income tax laws and the funding requirements of the Pension Protection Act of 2006.
Post-retirement benefits and pension plan contribution payments represent future pension payments to comply with local funding requirements. Our policy is to fund domestic pension liabilities in accordance with the minimum and maximum limits imposed by the Employee Retirement Income Security Act of 1974 ("ERISA"), federal income tax laws and the funding requirements of the Pension Protection Act of 2006.
Engineering Technologies 2024 compared to 2023 2023 compared to 2022 (in thousands except % % percentages) 2024 2023 Change 2023 2022 Change Net sales $83,476 $81,079 3.0% $81,079 $78,117 3.8% Income from operations 15,216 11,050 37.7% 11,050 8,776 25.9% Operating income margin 18.2% 13.6% 13.6% 11.2% Net sales in fiscal year 2024 increased $2.4 million, or 3.0%, when compared to the prior year.
Engineering Technologies 2025 compared to 2024 2024 compared to 2023 (in thousands except % % percentages) 2025 2024 Change 2024 2023 Change Net sales $102,595 $83,476 22.9% $83,476 $81,079 3.0% Income from operations 15,428 15,216 1.4% 15,216 11,050 37.7% Operating income margin 15.0% 18.2% 18.2% 13.6% Net sales in fiscal year 2025 increased $19.1 million, or 22.9%, when compared to the prior year.
In fiscal year 2023, we received $67.0 million cash consideration and recorded a pre-tax gain on the sale of $62.1 million in the Consolidated Financial Statements.
In fiscal year 2023, we received $67.0 million cash consideration and recorded a pre-tax gain on the sale of $62.1 million in the Consolidated Financial Statements. Cash consideration received at closing excludes amounts held in escrow and was net of closing cash.
Net cash provided by continuing operating activities for the year ended June 30, 2023 was $90.8 million compared to net cash provided by continuing operating activities of $78.1 million in the prior year. We generated $116.6 million from income statement activities and used $18.2 million of cash to fund working capital and other balance sheet account increases.
Net cash provided by continuing operating activities for the year ended June 30, 2024 was $93.3 million compared to net cash provided by continuing operating activities of $90.8 million in the prior year. We generated $111.4 million from income statement activities and used $5.1 million of cash to fund working capital and other balance sheet account increases.
Activity related to discontinued operations is as follows (in thousands): Year Ended June 30, 2024 2023 2022 (Loss) before taxes $ (654 ) $ (204 ) $ (113 ) Benefit for taxes 137 43 24 Net (loss) from discontinued operations $ (517 ) $ (161 ) $ (89 ) Liquidity and Capital Resources At June 30, 2024, our total cash balance was $154.2 million, of which $128.1 million was held outside of the United States.
Activity related to discontinued operations is as follows (in thousands): Year Ended June 30, 2025 2024 2023 (Loss) before taxes $ (53 ) $ (654 ) $ (204) Benefit for taxes 11 137 43 Net (loss) from discontinued operations $ (42 ) $ (517 ) $ (161) Liquidity and Capital Resources At June 30, 2025, our total cash balance was $104.5 million, of which $78.7 million was held outside of the United States.
Engraving 2024 compared to 2023 2023 compared to 2022 (in thousands except % % percentages) 2024 2023 Change 2023 2022 Change Net sales $150,685 $152,067 (0.9%) $152,067 $146,255 4.0% Income from operations 26,708 25,462 4.9% 25,462 21,825 16.7% Operating income margin 17.7% 16.7% 16.7% 14.9% Net sales in fiscal year 2024 decreased by $1.4 million, or 0.9%, compared to the prior year.
Engraving 2025 compared to 2024 2024 compared to 2023 (in thousands except % % percentages) 2025 2024 Change 2024 2023 Change Net sales $128,360 $150,685 (14.8%) $150,685 $152,067 (0.9%) Income from operations 17,647 26,708 (33.9%) 26,708 25,462 4.9% Operating income margin 13.7% 17.7% 17.7% 16.7% Net sales in fiscal year 2025 decreased by $ 22.3 million, or 14.8% , compared to the prior year.
Its results are reported within our Electronics segment. 19 Table of Contents As a result of these portfolio moves, we have transformed Standex to a company with a more focused group of businesses selling customized solutions to high value end markets via a compelling customer value proposition.
As a result of these portfolio moves, we have transformed Standex to a company with a more focused group of businesses selling customized solutions to high value end markets via a compelling customer value proposition.
Corporate, Restructuring and Other 2024 compared to 2023 2023 compared to 2022 (in thousands except % % percentages) 2024 2023 Change 2023 2022 Change Corporate $ (32,183) $ (35,207) (8.6%) $ (35,207) $ (34,413) 2.3% Gain (loss) on sale of business 274 62,105 (99.6%) 62,105 - 100.0% Restructuring costs (8,206) (3,831) 114.2% (3,831) (4,399) (12.9%) Acquisition related costs (2,622) (557) 370.7% (557) (1,618) (65.6%) Other operating income (expense), net (110) 611 (118.0%) 611 (5,745) (110.6%) Corporate expenses in fiscal year 2024 decreased $3.0 million, or 8.6%, when compared to the prior year.
Corporate, Restructuring and Other 2025 compared to 2024 2024 compared to 2023 (in thousands except % % percentages) 2025 2024 Change 2024 2023 Change Corporate - Income from operations $ (31,427) $ (32,183) (2.3%) $ (32,183) $ (35,207) (8.6%) Gain (loss) on sale of business - $ 274 (100.0%) 274 62,105 (99.6%) Restructuring costs (6,903) $ (8,206) (15.9%) (8,206) (3,831) 114.2% Acquisition related costs (21,434) $ (2,622) 717.5% (2,622) (557) 370.7% Other operating income (expense), net - $ (110) (100.0%) (110) 611 (118.0%) Corporate expenses in fiscal year 2025 decreased $0.8 million, or 2.3%, when compared to the prior year, primarily due to reduction in incentive compensation.
We used $48.8 million for the purchase of acquisitions in the fiscal year and $20.3 million was used for capital expenditures. We generated $7.8 million in the fiscal year of proceeds from the divestiture of the Procon business.
Cash flow used in investing activities for the year ended June 30, 2024 totaled $61.6 million. We used $48.8 million for the purchase of acquisitions in the fiscal year and $20.3 million was used for capital expenditures. We generated $7.8 million in the fiscal year of proceeds from the divestiture of the Procon business.
Interest expense for fiscal year 2023 was $5.4 million, a decrease of $0.5 million as compared to the prior year. 22 Table of Contents Income Taxes The income tax provision from continuing operations for the fiscal year ended June 30, 2024 was $21.5 million, or an effective rate of 22.6%, compared to $24.8 million, or an effective rate of 15.1%, for the year ended June 30, 2023, and $19.8 million, or an effective rate of 24.4%, for the year ended June 30, 2022.
Income Taxes The income tax provision from continuing operations for the fiscal year ended June 30, 2025 was $11.1 million, or an effective rate of 16.11%, compared to $21.5 million, or an effective rate of 22.6%, for the year ended June 30, 2024, and $24.8 million, or an effective rate of 15.1%, for the year ended June 30, 2023.
We generated $111.4 million from income statement activities and used $5.1 million of cash to fund working capital and other balance sheet account increases. Cash flow used in investing activities for the year ended June 30, 2024 totaled $61.6 million.
We generated $102.0 million from income statement activities and u sed $12.9 million of cash to fund working capital and other balance sheet account increases. Cash flow used in investing activities for the year ended June 30, 2025 totaled $ 503.4 million.
Gross profit was also negatively impacted by the divestiture of the Procon business. 21 Table of Contents Selling, General, and Administrative Expenses Selling, general, and administrative expenses, (“SG&A”) for the fiscal year 2024 were $169.6 million, or 23.5% of sales, compared to $172.3 million, or 23.3% of sales, during the prior year period.
Selling, general, and administrative expenses, (“SG&A”) for the fiscal year 2024 were $169.6 million, or 23.5% of sales, compared to $172.3 million, or 23.3% of sales, during the prior year period.
Unless otherwise noted, references to years are to fiscal years. 20 Table of Contents Consolidated Results from Continuing Operations (in thousands): 2024 2023 2022 Net sales $ 720,635 $ 741,048 $ 735,339 Gross profit margin 39.1 % 38.5 % 36.7 % Restructuring costs 8,206 3,831 4,399 Acquisition related expenses 2,622 557 1,618 Other operating (income) expense, net 110 (611 ) 5,745 (Gain) loss on sale of business (274 ) (62,105 ) - Income from operations 101,738 171,089 88,294 Backlog (realizable within 1 year) $ 185,296 $ 274,902 $ 256,248 2024 2023 2022 Net sales $ 720,635 $ 741,048 $ 735,339 Components of change in sales: Effect of acquisitions 40,427 1,919 1,918 Effect of exchange rates (1,842 ) (23,902 ) (9,874 ) Effect of business divestitures (21,259 ) (11,947 ) (9,239 ) Organic sales change (37,739 ) 39,639 96,302 Net sales decreased for fiscal year 2024 by $20.4 million, or 2.8%, when compared to the prior year period.
Consolidated Results from Continuing Operations (in thousands): 2025 2024 2023 Net sales $ 790,107 $ 720,635 $ 741,048 Gross profit margin 39.9 % 39.1 % 38.5% Restructuring costs 6,903 8,206 3,831 Acquisition related expenses 21,434 2,622 557 Other operating (income) expense, net - 110 (611) (Gain) loss on sale of business - (274 ) (62,105) Income from operations 93,549 101,738 171,089 Backlog (realizable within 1 year) $ 245,596 $ 185,296 $ 274,902 2025 2024 2023 Net sales $ 790,107 $ 720,635 $ 741,048 Components of change in sales: Effect of acquisitions 123,636 40,427 1,919 Effect of exchange rates (343 ) (1,842 ) (23,902) Effect of business divestitures - (21,259 ) (11,947) Organic sales change (53,821 ) (37,739 ) 39,639 Net sales increased for fiscal year 2025 by $69.5 million, or 9.6% when compared to the prior year period.
Inflation for medical costs can impact both our employee benefit costs as well as our reserves for workers' compensation claims. We monitor the inflationary rate and make adjustments to reserves whenever it is deemed necessary.
Inflation – Certain of our expenses, such as wages and benefits, occupancy costs, freight and equipment repair and replacement, are subject to normal inflationary pressures. Inflation for medical costs can impact both our employee benefit costs as well as our reserves for workers' compensation claims. We monitor the inflationary rate and make adjustments to reserves whenever it is deemed necessary.
We sponsor a number of defined benefit and defined contribution retirement plans. The U.S. pension plan is frozen for all participants. We have evaluated the current and long-term cash requirements of these plans, and our existing sources of liquidity are expected to be sufficient to cover required contributions under ERISA and other governing regulations.
We have evaluated the current and long-term cash requirements of these plans, and our existing sources of liquidity are expected to be sufficient to cover required contributions under ERISA and other governing regulations.
Cash used by financing activities for the year ended June 30, 2024 was $69.2 million and included stock repurchases of $31.8 million, repayments of debt of $25.0 million and cash paid for dividends of $13.9 million.
Cash used by financing activities for the year ended June 30, 2024 was $69.2 million and included stock repurchases of $31.8 million, repayments of debt of $25.0 million and cash paid for dividends of $13.9 million. We sponsor a number of defined benefit and defined contribution retirement plans. The U.S. pension plan is frozen for all participants.
We expect that fiscal year 2025 depreciation and amortization expense will be between $24.0 million and $28.0 million and $8.0 million and $10.0 million, respectively.
We expect that fiscal year 2026 depreciation and amortization expense will be between $24.0 million and $26.0 million and $15.5 million and $17.5 million, respectively.
SG&A expenses during the period were impacted by a reduction in general and administrative expenses partially offset by increased research and development spending. Selling, general, and administrative expenses, (“SG&A”) for the fiscal year 2023 were $172.3 million, or 23.3% of sales, compared to $169.9 million, or 23.1% of sales, during the prior year period.
Selling, General, and Administrative Expenses Selling, general, and administrative expenses, (“SG&A”) for the fiscal year 2025 were $193.4 million, or 24.5% of sales, compared to $169.9 million, or 23.5% of sales, during the prior year period. SG&A expenses during the period were primarily impacted by increased expenses due to the recent acquisitions and increased research and development and selling expenses.
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.
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. 23 Table of Contents During the second quarter of fiscal year 2025, we entered into a $250 million 364-day term loan with existing lenders.
The Company's net (cash) debt to capital percentage changed to (0.9)% as of June 30, 2024 from (3.8)% in the prior year. At June 30, 2024, we expect to pay estimated interest payments of $2.8 million within the next five years.
The Company's net (cash) debt to capital percentage changed to (38.6)% as of June 30, 2025 from (0.9)% in the prior year. At June 30, 2025, we expect to pay estimated interest payments of $176 million within the next five years. This estimate is based upon the loan balance, interest rate, and credit spread as of June 30, 2025.
SG&A expenses during the period were primarily impacted by increased research and development spending to drive future product initiatives. Restructuring Costs During fiscal year 2024, we incurred restructuring expenses of $8.2 million, primarily related to facility rationalization activities, and global headcount reductions primarily within our Engraving, Electronics and Engineering Technologies segments and as well as the Corporate headquarters.
During fiscal year 2024, we incurred restructuring expenses of $8.2 million, primarily related to facility rationalization activities, and global headcount reductions primarily within our Electronics, Engineering Technologies and Engraving segments and as well as the Corporate headquarters. Acquisition Related Costs We incurred acquisition related expenses of $21.4 million and $2.6 million in fiscal year 2025 and 2024, respectivel y.
Sensor Solutions was acquired in the third quarter of fiscal year 2022, adding $1.9 million, or 0.6%, in sales for the period. The foreign currency impact decreased sales by $14.0 million, or 4.6%. Income from operations in the fiscal year 2023 decreased $1.4 million, or 2.1% when compared to the prior year.
The foreign currency impact decreased sales by $1.6 million, or 0.5%. Income from operations in the fiscal year 2024 decreased $4.9 million, or 7.2% when compared to the prior year.
Specialty Solutions 2024 compared to 2023 2023 compared to 2022 (in thousands except % % percentages) 2024 2023 Change 2023 2022 Change Net sales $95,587 $127,106 (24.8%) $127,106 $122,827 3.5% Income from operations 19,631 25,368 (22.6%) 25,368 15,579 62.8% Operating income margin 20.5% 20.0% 20.0% 12.7% Net sales for fiscal year 2024 decreased $31.5 million, or 24.8% when compared to the prior year.
Specialty Solutions 2025 compared to 2024 2024 compared to 2023 (in thousands except % % percentages) 2025 2024 Change 2024 2023 Change Net sales $86,642 $95,587 (9.4%) $95,587 $127,106 (24.8%) Income from operations 14,841 19,631 (24.4%) 19,631 25,368 (22.6%) Operating income margin 17.1% 20.5% 20.5% 20.0% Net sales for fiscal year 2025 decreased $8.9 million, or 9.4% when compared to the prior year reflecting general market softness in the Display Merchandising business and in the Hydraulics business.
Discussion of the performance of each of our reportable segments is fully explained in the segment analysis that follows. Interest Expense Interest expense for fiscal year 2024 was $4.5 million, a decrease of $0.9 million as compared to the prior year. Our effective interest rate was 2.46%.
Our effective interest rate in fiscal 2025 was 6.38%. Interest expense for fiscal year 2024 was $4.5 million, a decrease of $0.9 million as compared to the prior year.
Assurance type warranties do not represent a separate performance obligation. 30 Table of Contents In general, the Company recognizes revenue at the point in time control transfers to their customer based on predetermined shipping terms.
In general, the Company recognizes revenue at the point in time control transfers to their customer based on predetermined shipping terms.
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.
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 $5.8 million due to the mix of income in various jurisdictions, (ii) tax benefits of $4.7 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 repatriation of cash balances from certain of our subsidiaries could have adverse tax consequences or be subject to capital controls; however, those balances are generally available without legal restrictions to fund ordinary business operations. 27 Table of Contents Cash Flow Net cash provided by continuing operating activities for the year ended June 30, 2024 was $93.3 million compared to net cash provided by continuing operating activities of $90.8 million in the prior year.
The repatriation of cash balances from certain of our subsidiaries could have adverse tax consequences or be subject to capital controls; however, those balances are generally available without legal restrictions to fund ordinary business operations.
Other Operating (Income) Expense, Net We recorded a charge of $0.1 million for settlement of an environmental remediation claim in the third quarter of fiscal year 2024. We incurred expense of $5.7 million in fiscal year 2022 related to a litigation accrual.
Acquisition related costs typically consist of due diligence, integration, and valuation expenses incurred in connection with recent or pending acquisitions. Other Operating (Income) Expense, Net We recorded a charge of $0.1 million for settlement of an environmental remediation claim in the third quarter of fiscal year 2024.
Income from operations for fiscal year 2024 decreased $5.7 million, or 22.6%, when compared to the prior year.
Income from operations for fiscal year 2025 decreased $4.8 million, or 24.4%, when compared to the prior year due to lower volumes. Net sales for fiscal year 2024 decreased $31.5 million, or 24.8% when compared to the prior year.
Corporate expenses in fiscal year 2024 reflect reductions in professional service fees and incentive compensation. Corporate expenses in fiscal year 2023 increased $0.8 million, or 2.3%, when compared to the prior year, primarily due to employee related compensation accruals and research and development costs.
Corporate expenses in fiscal year 2024 decreased $3.0 million, or 8.6%, when compared to the prior year. Corporate expenses in fiscal year 2024 reflect reductions in incentive compensation.
The following table sets forth our capitalization at June 30: 2024 2023 Long-term debt $ 148,876 $ 173,441 Less cash and cash equivalents 154,203 195,706 Net (cash) debt (5,327 ) (22,265 ) Stockholders' equity 621,503 607,449 Total capitalization $ 616,176 $ 585,184 Stockholders’ equity increased year over year by $14.0 million, primarily as a result of current year net income of $73.1 million offset by $45.7 million of cash returned to shareholders in the form of dividends and stock repurchases.
The following table sets forth our capitalization at June 30: 2025 2024 Long-term debt $ 552,515 $ 148,876 Less cash and cash equivalents 104,542 154,203 Net (cash) debt 447,973 (5,327) Stockholders' equity 711,677 621,503 Total capitalization $ 1,159,650 $ 616,176 Stockholders’ equity increased year over year by $90.2 million, primarily as a result of current year net income of $55.7 million and stock issued for acquisitions of $26 million.
Scientific 2024 compared to 2023 2023 compared to 2022 (in thousands except % % percentages) 2024 2023 Change 2023 2022 Change Net sales $68,931 $74,924 (8.0%) $74,924 $83,850 (10.6%) Income from operations 19,000 17,109 11.1% 17,109 17,861 (4.2%) Operating income margin 27.6% 22.8% 22.8% 21.3% Net sales in fiscal year 2024 decreased by $6.0 million, or 8.0% when compared to the prior year.
Scientific 2025 compared to 2024 2024 compared to 2023 (in thousands except % % percentages) 2025 2024 Change 2024 2023 Change Net sales $72,380 $68,931 5.0% $68,931 $74,924 (8.0%) Income from operations 17,470 19,000 (8.1%) 19,000 17,109 11.1% Operating income margin 24.1% 27.6% 27.6% 22.8% Net sales in fiscal year 2025 increased by $ 3.4 million, or 5.0% when compared to the prior year, due to benefit from the Custom Biogenic Systems acquisition, mostly offset by an organic decline from lower demand at academic and research institutions that were impacted by NIH funding cuts.
As of June 30, 2024, the Company has used $2.7 million against the letter of credit sub-facility and had the ability to borrow $347.3 million under the facility based on our current trailing twelve-month EBITDA. The facility contains customary representations, warranties and restrictive covenants, as well as specific financial covenants.
This amendment expanded the total available credit under the Revolving Credit Agreement from $500 million to $825 million. As of June 30, 2025 , the Company has used $1.9 million against the letter of credit sub-facility and had the ability to borrow $207.7 million under the facility based on our current trailing twelve-month EBITDA.
During fiscal year 2024, capital expenditures were $20.3 million or 2.8% of net sales, as compared to $24.3 million, or 3.3%, of net sales in the prior year. We expect 2025 capital spending to be between $35 million and $40 million. Backlog Backlog includes all active or open orders for goods and services.
In general, we anticipate our capital expenditures over the long-term will be approximately 3% to 5% of net sales. During fiscal year 2025, capital expenditures were $28.8 million or 3.6% of net sales, as compared to $20.3 million, or 2.8%, of net sales in the prior year. We expect 2026 capital spending to be between $33 million and $38 million.
Backlog also includes any future deliveries based on executed customer contracts, so long as such deliveries are based on agreed upon delivery schedules. Backlog orders are not necessarily an indicator of future sales levels because of variations in lead times and customer production demand pull systems, with the exception of Engineering Technologies.
Backlog orders are not necessarily an indicator of future sales levels because of variations in lead times and customer production demand pull systems, with the exception of Engineering Technologies. Customers may delay delivery of products or cancel orders prior to shipment, subject to possible cancellation penalties.
Income from operations in the fiscal year 2024 decreased $4.9 million, or 7.2%, when compared to the prior year. The operating income decrease was the result of lower sales, a change in product mix and foreign currency impacts, partially offset by contributions from the recent acquisitions, and realization of pricing and productivity initiatives.
Income from operations in fiscal year 2025 decreased by $9.1 million, or 33.9%, when compared to the prior year primarily as a result of lower demand in North America, partially offset by productivity actions. Net sales in fiscal year 2024 decreased by $1.4 million or 0.9% compared to the prior year.
Operating income increased during the period reflecting productivity actions, offsetting slower demand in North America sales. In the first quarter of fiscal year 2025, we expect moderately higher revenue and operating margin due to more favorable project timing in Europe and Asia. Net sales in fiscal year 2023 increased by $5.8 million or 4.0% compared to the prior year.
Income from operations in fiscal year 2024 increased by $1.2 million, or 4.9%, when compared to the prior year. Operating income increased during the period reflecting productivity actions, offsetting slower demand in North America sales.
Business, above, for additional information regarding our segment structure and management strategy. As part of our ongoing strategy: o On May 3, 2024, we acquired Sanyu Electric Pte Ltd, or SEPL, a privately held distributor of reed relays.
Its results are reported in the Electronics segment beginning in the second quarter of fiscal year 2025. o On May 3, 2024, we acquired Sanyu Electric Pte Ltd, or SEPL, a privately held distributor of reed relays.
Leases" for additional information regarding these obligations. At June 30, 2024 , we had $ 9.8 million of non-current liabilities for uncertain tax positions.
Financial Statements and Supplementary Data, Note 20. Leases" for additional information regarding these obligations. At June 30, 2025 , w e had $2.9 million of non-current liabilities for uncertain tax positions. We are not able to pro vide a reasonable estimate of the timing of future payments related to these obligations.
The increase was primarily due to the impact of pricing and productivity initiatives, partially offset by research and development. In the first quarter of fiscal year 2025, on a sequential basis, we expect moderately to significantly lower revenue and slightly lower operating margin due to unfavorable project timing.
The increase was primarily due to the impact of pricing and productivity initiatives, partially offset by research and development.
Cash used by financing activities for the year ended June 30, 2023 was $40.0 million and included stock repurchases of $25.5 million, cash paid for dividends of $13.0 million, contingent consideration payments to the sellers of the Renco business of $1.2 million and debt modification costs of $1.7 million.
Cash provided by financing activities for the year ended June 30, 2025 was $380.5 million and included proceeds from borrowings of $792.3 million, payment of debt of $389 million, stock repurchases of $9.9 million and cash paid for dividends of $ 15.0 million.
The operating income decrease was the result of inflationary impacts, mix and foreign exchange offset partially by organic sales growth and various cost saving initiatives.
The operating income decrease was the result of $1.8 million purchase accounting adjustments on both Minntronix and Sanyu along with the operating margin impact on the lower organic sales, mix, among other cost variances offset partially by the acquisition operating margin and various cost saving initiatives.
The decrease is due to the Procon divestiture and lower volume in the Display Merchandising and Hydraulics business, partially offset by improved operating performance in the Display Merchandising business. 26 Table of Contents In the first quarter of fiscal year 2025, on a sequential basis, we expect similar revenue and operating margin.
Income from operations for fiscal year 2024 decreased $5.7 million, or 22.6%, when compared to the prior year. The decrease is due to the Procon divestiture and lower volume in the Display Merchandising and Hydraulics business, partially offset by improved operating performance in the Display Merchandising business.
Net sales in fiscal year 2023 increased $3.0 million, or 3.8%, when compared to the prior year. Organic sales increased by $4.1 million, or 5.3%, offset by foreign currency impacts of $1.1 million, or 1.5%, as compared to the prior year period.
Income from operations in fiscal year 2025 decreased by $ 1.5 million, or 8.1% , when compared to the prior year due to organic decline partially offset by contribution from the acquisition and price and productivity initiatives. 21 Table of Contents Net sales in fiscal year 2024 decreased by $6.0 million, or 8.0% when compared to the prior year.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

8 edited+0 added−1 removed7 unchanged
Biggest changeThese swaps convert our interest payments from SOFR to a weighted average rate of 2.46%. At June 30, 2024, the fair value, in the aggregate, of the Company’s interest rate swaps were assets of $4.7 million. At June 30, 2023, the fair value, in the aggregate, of the Company’s interest rate swaps were assets of $10.2 million.
Biggest changeFrom time to time, we use interest rate swap agreements to modify our exposure to interest rate movements. At June 30, 2025 , we did not have any outstanding interest rate swaps. At June 30, 2024 , the fair value, in the aggregate, of the Company’s interest rate swaps were assets of $4.7 million.
The Engineering Technologies, Specialty Solutions, and Electronics segments are all sensitive to price increases for steel and aluminum products, other metal commodities such as rhodium and copper, and petroleum-based products. We continue to experience price fluctuations for a number of materials including rhodium, steel, and other metal commodities.
The Electronics, Engineering Technologies and Specialty Solutions segments are all sensitive to price increases for steel and aluminum products, other metal commodities such as rhodium and copper, and petroleum-based products. We continue to experience price fluctuations for a number of materials including rhodium, steel, and other metal commodities.
These materials are some of the key elements in the products manufactured in these segments. Wherever possible, we will implement price increases to offset the impact of changing prices. The ultimate acceptance of these price increases, if implemented, will be impacted by our affected divisions’ respective competitors and the timing of their price increases. 33 Table of Contents
These materials are some of the key elements in the products manufactured in these segments. Wherever possible, we will implement price increases to offset the impact of changing prices. The ultimate acceptance of these price increases, if implemented, will be impacted by our affected divisions’ respective competitors and the timing of their price increases. 26 Table of Contents
As of June 30, 2024, no one customer accounted for more than 5% of our consolidated outstanding receivables or of our sales. Commodity Prices The Company is exposed to fluctuating market prices for all commodities used in its manufacturing processes.
As of June 30, 2025 , no one customer accounted for more than 5% of our consolidated outstanding receivables or of our sales. Commodity Prices The Company is exposed to fluctuating market prices for all commodities used in its manufacturing processes.
Our primary translation risk is with the Euro, British Pound Sterling, Peso, Japanese Yen and Chinese Yuan. A hypothetical 10% appreciation or depreciation of the value of any these foreign currencies to the U.S. Dollar at June 30, 2024, would not result in a material change in our operations, financial position, or cash flows.
Our primary translation risk is with the Euro, British Pound Sterling, Peso, Japanese Yen, Chinese Yuan, and Indian Rupee. A hypothetical 10% appreciation or depreciation of the value of any these foreign currencies to the U.S. Dollar at June 30, 2025, would not result in a material change in our operations, financial position, or cash flows.
However, any such losses or gains would generally be offset by corresponding gains and losses, respectively, on the related hedged asset or liability. At June 30, 2024 and 2023, the fair value, in the aggregate, of the Company’s open foreign exchange contracts was an asset of less than $0.1 million and liability of $1.7 million respectively.
However, any such losses or gains would generally be offset by corresponding gains and losses, respectively, on the related hedged asset or liability. At June 30, 2025 and 2024, the fair value, in the aggregate, of the Company’s open foreign exchange contracts was a liability of less than $0.1million and liability of $0.1 million respectively.
We hedge our most significant foreign currency translation risks primarily through cross currency swaps and other instruments, as appropriate. 32 Table of Contents Interest Rate The Company’s effective interest rate on borrowings was 2.46% and 2.97% at June 30, 2024 and 2023, respectively.
We hedge our most significant foreign currency translation risks primarily through cross-currency swaps and other instruments, as appropriate. Interest Rate The Company’s effective interest rate on borrowings was 6.38% and 2.46% at June 30, 2025 and 2024, respectively. Our interest rate exposure is limited primarily to interest rate changes on our variable rate borrowings.
A 25-basis point increase in interest rates would not change our annual interest expense as all of our outstanding debt is currently converted to fixed rate debts by means of interest rate swaps. Concentration of Credit Risk We have a diversified customer base. As such, the risk associated with concentration of credit risk is inherently minimized.
A 25-basis point increase in interest rates would increase our annual interest expense by approximately $1.4 million based on the balance and rate at June 30, 2025. Concentration of Credit Risk We have a diversified customer base. As such, the risk associated with concentration of credit risk is inherently m inimized.
Removed
Our interest rate exposure is limited primarily to interest rate changes on our variable rate borrowings and is mitigated by our use of interest rate swap agreements to modify our exposure to interest rate movements. At June 30, 2024, we have $150.0 million of active floating to fixed rate swaps with terms ranging from one to three years.

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