Standex International Corp 10-Q for FY2027 Q1
Standex International Corp (SXI)
About this 10-Q
Standex International Corp filed this 10-Q on October 30, 2026, covering the quarter ended September 30, 2026 (FY2027 Q1).
Standex International Corporation reported net sales of $232,575 thousand and net income of $24,166 thousand for the three months ended September 30, 2026. Diluted earnings per share was $1.98. AI summary
Headline figures
Quarter ended September 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $232.58M
- up 7.0% from $217.43M a year earlier
- Net income
- $24.17M
- up 60.5% from net income of $15.06M a year earlier
- Diluted EPS
- $1.98
- up 58.4% from $1.25 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the quarterly period ended
Commission File Number
STANDEX INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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| Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
The number of shares of Registrant's Common Stock outstanding on October 27, 2026 was
STANDEX INTERNATIONAL CORPORATION
INDEX
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| PART I. FINANCIAL INFORMATION: |
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| Item 1. |
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Condensed Consolidated Balance Sheets as of September 30, 2026 and June 30, 2026 (unaudited) |
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Condensed Consolidated Statements of Operations for the three months ended September 30, 2026 and 2025 (unaudited) |
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Condensed Consolidated Statements of Comprehensive Income (Loss) for the three months ended September 30, 2026 and 2025 (unaudited) |
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Condensed Consolidated Statements of Redeemable Noncontrolling Interest and Stockholders’ Equity for the three months ended September 30, 2026 and 2025 (unaudited) |
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Condensed Consolidated Statements of Cash Flows for the three months ended September 30, 2026 and 2025 (unaudited) |
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Notes to Unaudited Condensed Consolidated Financial Statements |
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Management's Discussion and Analysis of Financial Condition and Results of Operations |
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Quantitative and Qualitative Disclosures about Market Risk |
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Controls and Procedures |
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| PART II. OTHER INFORMATION: |
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Unregistered Sales of Equity Securities and Use of Proceeds |
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Other Information |
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Exhibits |
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PART I. FINANCIAL INFORMATION
ITEM 1
STANDEX INTERNATIONAL CORPORATION AND SUBSIDIARIES
Unaudited Condensed Consolidated Balance Sheets
| (In thousands, except share and per share data) | September 30, 2026 | June 30, 2026 | ||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable, less allowance for credit losses of $ and $ at September 30, 2026 and June 30, 2026, respectively | ||||||||
| Inventories | ||||||||
| Contract assets | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Total current assets | ||||||||
| Property, plant, and equipment, net | ||||||||
| Intangible assets, net | ||||||||
| Goodwill | ||||||||
| Deferred tax asset | ||||||||
| Operating lease right-of-use asset | ||||||||
| Other non-current assets | ||||||||
| Total non-current assets | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Redeemable noncontrolling interest purchase obligation | ||||||||
| Accrued liabilities | ||||||||
| Income taxes payable | ||||||||
| Total current liabilities | ||||||||
| Long-term debt | ||||||||
| Operating lease long-term liabilities | ||||||||
| Accrued pension and other non-current liabilities | ||||||||
| Total non-current liabilities | ||||||||
| Contingencies (Note 14) | ||||||||
| Stockholders' equity: | ||||||||
| Common stock, par value $ per share, shares authorized, shares issued, and shares outstanding at September 30, 2026 and June 30, 2026 | ||||||||
| Additional paid-in capital | ||||||||
| Retained earnings | ||||||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||
| Treasury shares: and shares at September 30, 2026 and June 30, 2026 | ( | ) | ( | ) | ||||
| Total stockholders' equity | ||||||||
| Total liabilities and stockholders' equity | $ | $ | ||||||
See notes to unaudited condensed consolidated financial statements
STANDEX INTERNATIONAL CORPORATION AND SUBSIDIARIES
Unaudited Condensed Consolidated Statements of Operations
| Three Months Ended September 30, | ||||||||
| (In thousands, except share and per share data) | 2026 | 2025 | ||||||
| Net sales | $ | $ | ||||||
| Cost of sales | ||||||||
| Gross profit | ||||||||
| Selling, general, and administrative expenses | ||||||||
| Loss on sale of business | ||||||||
| Restructuring costs | ||||||||
| Deal related costs | ||||||||
| Total operating expenses | ||||||||
| Income from operations | ||||||||
| Interest expense | ||||||||
| Other non-operating expense, net | ( | ) | ||||||
| Income from continuing operations before income taxes | ||||||||
| Provision for income taxes | ||||||||
| Income from continuing operations | ||||||||
| Loss from discontinued operations, net of tax | ( | ) | ( | ) | ||||
| Net income | ||||||||
| Less: net income attributable to redeemable noncontrolling interest | ||||||||
| Net income attributable to Standex International Corporation | $ | $ | ||||||
| Basic earnings per share attributable to Standex International Corporation shareholders: | ||||||||
| Continuing operations | ||||||||
| Discontinued operations | ( | ) | ||||||
| Total | $ | $ | ||||||
| Diluted earnings per share attributable to Standex International Corporation shareholders: | ||||||||
| Continuing operations | ||||||||
| Discontinued operations | ( | ) | ||||||
| Total | $ | $ | ||||||
| Weighted average number of shares: | ||||||||
| Basic | ||||||||
| Diluted | ||||||||
See notes to unaudited condensed consolidated financial statements
STANDEX INTERNATIONAL CORPORATION AND SUBSIDIARIES
Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss)
| Three Months Ended September 30, | ||||||||
| (In thousands) | 2026 | 2025 | ||||||
| Net income | $ | $ | ||||||
| Other comprehensive income (loss): | ||||||||
| Defined benefit pension plans: | ||||||||
| Actuarial gains (losses) and other changes in unrecognized costs, net of tax | ||||||||
| Amortization of unrecognized costs, net of tax | ( | ) | ||||||
| Derivative instruments: | ||||||||
| Change in unrealized gains (losses), net of tax | ( | ) | ||||||
| Amortization of unrealized losses into interest expense, net of tax | ( | ) | ( | ) | ||||
| Foreign currency translation losses, net of tax | ( | ) | ( | ) | ||||
| Other comprehensive gain (loss), net of tax | ( | ) | ||||||
| Total comprehensive income | ||||||||
| Less: comprehensive income attributable to redeemable noncontrolling interest | ( | ) | ||||||
| Total comprehensive income attributable to Standex International Corporation | $ | $ | ||||||
See notes to unaudited condensed consolidated financial statements
STANDEX INTERNATIONAL CORPORATION AND SUBSIDIARIES
Unaudited Condensed Consolidated Statements of Redeemable Noncontrolling Interest and Stockholders' Equity
| For the three month period ended | Redeemable | Additional | Accumulated Other | Total | ||||||||||||||||||||||||||||
| September 30, 2026 | Noncontrolling | Common | Paid-in | Retained | Comprehensive | Treasury Stock | Stockholders' | |||||||||||||||||||||||||
| (in thousands, except as specified) | Interest | Stock | Capital | Earnings | (Loss) Income | Shares | Amount | Equity | ||||||||||||||||||||||||
| Balance, June 30, 2026 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||||||||
| Stock issued under incentive compensation plans and employee purchase plans and business acquisitions | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Stock-based compensation | - | |||||||||||||||||||||||||||||||
| Treasury stock acquired | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Comprehensive income (loss): | ||||||||||||||||||||||||||||||||
| Net income | - | |||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | ( | ) | - | ( | ) | |||||||||||||||||||||||||||
| Pension, net of tax of $ million | - | |||||||||||||||||||||||||||||||
| Change in fair value of derivatives, net of tax of $ million | - | |||||||||||||||||||||||||||||||
| Dividends declared ($ per share) | ( | ) | - | ( | ) | |||||||||||||||||||||||||||
| Balance, September 30, 2026 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||||||||
| For the three month period ended | Redeemable | Additional | Accumulated Other | Total | ||||||||||||||||||||||||||||
| September 30, 2025 | Noncontrolling | Common | Paid-in | Retained | Comprehensive | Treasury Stock | Stockholders' | |||||||||||||||||||||||||
| (in thousands, except as specified) | Interest | Stock | Capital | Earnings | (Loss) Income | Shares | Amount | Equity | ||||||||||||||||||||||||
| Balance, June 30, 2025 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||||||||
| Stock issued under incentive compensation plans and employee purchase plans | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Stock-based compensation | - | |||||||||||||||||||||||||||||||
| Treasury stock acquired | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Comprehensive income (loss): | - | |||||||||||||||||||||||||||||||
| Net income | - | |||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | ( | ) | ( | ) | - | ( | ) | |||||||||||||||||||||||||
| Pension, net of tax of $ million | - | |||||||||||||||||||||||||||||||
| Change in fair value of derivatives, net of tax of $ million | ( | ) | - | ( | ) | |||||||||||||||||||||||||||
| Distributions to non-controlling interests | ( | ) | - | |||||||||||||||||||||||||||||
| Dividends declared ($ per share) | ( | ) | - | ( | ) | |||||||||||||||||||||||||||
| Balance, September 30, 2025 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||||||||
See notes to unaudited condensed consolidated financial statements
STANDEX INTERNATIONAL CORPORATION AND SUBSIDIARIES
Unaudited Condensed Consolidated Statements of Cash Flows
| Three Months Ended September 30, | ||||||||
| (In thousands) | 2026 | 2025 | ||||||
| Cash flows from operating activities | ||||||||
| Net income | $ | $ | ||||||
| Loss from discontinued operations | ( | ) | ( | ) | ||||
| Income from continuing operations | ||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Stock-based compensation | ||||||||
| Non-cash portion of restructuring charge | ||||||||
| Contributions to defined benefit plans | ( | ) | ( | ) | ||||
| Loss on sale of business | ||||||||
| Changes in operating assets and liabilities, net | ( | ) | ( | ) | ||||
| Net cash provided by operating activities - continuing operations | ||||||||
| Net cash used in operating activities - discontinued operations | ( | ) | ||||||
| Net cash provided by operating activities | ||||||||
| Cash flows from investing activities | ||||||||
| Expenditures for property, plant, and equipment | ( | ) | ( | ) | ||||
| Other investing activity | ||||||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| Cash flows from financing activities | ||||||||
| Proceeds from borrowings | ||||||||
| Payments of debt | ( | ) | ( | ) | ||||
| Contingent consideration payment | ( | ) | ||||||
| Activity under share-based payment plans | ||||||||
| Purchases of treasury stock and other | ( | ) | ( | ) | ||||
| Purchase of and distributions to non-controlling interests | ( | ) | ( | ) | ||||
| Cash dividends paid | ( | ) | ( | ) | ||||
| Net cash used in financing activities | ( | ) | ( | ) | ||||
| Effect of exchange rate changes on cash and cash equivalents | ( | ) | ||||||
| Net change in cash and cash equivalents | ( | ) | ( | ) | ||||
| Cash and cash equivalents at beginning of year | ||||||||
| Cash and cash equivalents at end of period | $ | $ | ||||||
| Supplemental Disclosure of Cash Flow Information: | ||||||||
| Cash paid during the period for: | ||||||||
| Interest | $ | $ | ||||||
| Income taxes, net of refunds | $ | $ | ||||||
See notes to unaudited condensed consolidated financial statements
STANDEX INTERNATIONAL CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
1) Management Statement
As of September 30, 2026, Standex International Corporation (“Standex” or the “Company”) is a diversified industrial manufacturer in broad business segments: Electronics, Aerospace & Defense, Scientific, and Engraving & Hydraulics with operations in the United States, Europe, Canada, Japan, Singapore, Mexico, Turkey, India, and China. The accompanying consolidated financial statements include the accounts of Standex International Corporation and its subsidiaries and are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). During the third quarter of fiscal 2026, the Company sold its Federal Industries display merchandising business. This business was previously a part of the Specialty Solutions segment. Following this divestiture, the Company realigned its businesses and made organizational changes to better allocate resources to support changes to its business strategy. This resulted in combining the Hydraulics business which was previously a part of the Specialty Solutions segment with the Engraving business to form the Engraving & Hydraulics segment. Additionally, the Engineering Technologies segment was renamed as the Aerospace & Defense segment to better reflect the markets served by this segment. Following these changes, the Company reviewed the quantitative and qualitative characteristics of its remaining businesses and determined that it has reportable segments as noted in Note 15. Accordingly, all periods presented have been revised to reflect the new reportable segments. The Other segment included in Note 15 includes the results of the Company's divested Federal Industries display merchandising business.
All intercompany accounts and transactions have been eliminated in consolidation. Noncontrolling interests in subsidiaries related to Standex’s ownership interests of less than 100% are reported as Noncontrolling interests in the consolidated balance sheets. The results of noncontrolling ownership interests held by Standex are reported as Net income attributable to redeemable noncontrolling interests in the consolidated statements of operations.
The Company considers events or transactions that occur after the balance sheet date, but before the financial statements are issued to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. The Company evaluated subsequent events through the date and time the consolidated financial statements were issued.
In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments necessary to present fairly the results of operations for the three months ended September 30, 2026 and 2025, the cash flows for the three months ended September 30, 2026 and 2025, and the financial position of Standex at September 30, 2026. The interim results are not necessarily indicative of results for a full year. The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and note disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. The unaudited condensed consolidated financial statements and notes do not contain information which would substantially duplicate the disclosures contained in the audited annual consolidated financial statements and notes for the year ended June 30, 2026. The condensed consolidated balance sheet at June 30, 2026 presented herein was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America. The financial statements contained herein should be read in conjunction with the Annual Report on Form 10-K and in particular, the audited consolidated financial statements for the year ended June 30, 2026. Unless otherwise noted, references to years are to the Company’s fiscal years. Currently, the fiscal year end is June 30. For further clarity, the Company's fiscal year 2027 includes the twelve-month period from July 1, 2026 to June 30, 2027.
The preparation of consolidated financial statements in conformity with GAAP requires the use of estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities at the date of the financial statements and for the period then ended. Estimates are based on historical experience, actuarial estimates, current conditions and various other assumptions that are believed to be reasonable under the circumstances. These estimates form the basis for making judgments about the carrying values of assets and liabilities when they are not readily apparent from other sources. These estimates assist in the identification and assessment of the accounting treatment necessary with respect to commitments and contingencies. Changes in underlying assumptions or conditions could cause estimates to differ which would impact the financial statements. The estimates and assumptions used in the preparation of the consolidated financial statements have considered the implications on the Company of ongoing global events and related economic impacts. As a result, there is heightened volatility and uncertainty around tariff actions, supply chain performance, labor availability, and customer demand. However, the magnitude of such impact on the Company’s business and its duration is uncertain. The Company is not aware of any specific event or circumstance that would require an update to its estimates or adjustments to the carrying value of its assets and liabilities as of September 30, 2026 and the issuance date of this quarterly report on Form 10-Q.
Research and development expenditures are expensed as incurred. Total research and development costs, which are classified under selling, general, and administrative expenses, were $
Deal related costs include costs related to acquired businesses and other pending acquisitions. These costs consist of (i) deferred compensation arrangements and (ii) deal related professional service fees and expenses, including financial advisory, legal, accounting, and other outside services incurred in connection with integration and acquisition activities, and regulatory matters related to acquired entities. These costs do not include purchase accounting expenses, which the Company defines as acquired backlog and the step-up of inventory to fair value, or the amortization of the acquired intangible assets. Deal related costs for the three months ended September 30, 2026 and 2025 were $
During the first quarter of fiscal 2027, the Company entered into a lease agreement for a new manufacturing facility in Missouri City, Texas. The initial lease term is approximately years and is expected to commence upon substantial completion of the facility, which is currently under construction. The lease provides for aggregate base rental payments of approximately $
Recently Issued Accounting Pronouncements
From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that the Company adopts as of the specified effective date. Unless otherwise discussed below, the Company does not believe that the adoption of recently issued standards had or may have a material impact on its consolidated financial statements or disclosures.
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income (Topic 220): Expense Disaggregation Disclosures. This ASU provides guidance to expand disclosures related to the disaggregation of income statement expenses. This ASU also requires, in the notes to the financial statements, disclosure of specified information about certain costs and expenses which includes purchases of inventory, employee compensation, depreciation, and intangible asset amortization included in each relevant expense caption. Additionally, in January 2025, the FASB issued ASU 2025-01 to clarify the effective date of ASU 2024-03. ASU 2025-01 is effective for fiscal years beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. This ASU will be effective for the Company’s Form 10-K for fiscal 2028 and Form 10-Q filed thereafter. The Company is currently evaluating the impact this ASU may have on its financial statement disclosures.
In November 2025, the FASB issued ASU 2025-09, Derivatives and Hedging (Topic 815): Hedge Accounting Improvements. This ASU introduces five targeted improvements to better align hedge accounting with entities’ risk management activities. This ASU is effective for fiscal years beginning after December 15, 2026, and interim periods within those annual reporting periods, with early adoption permitted. The amendments in this ASU are required to be applied on a prospective basis for all hedging relationships. The Company is currently evaluating the impact this ASU may have on its financial statement disclosures.
In September 2025, the FASB issued ASU 2025-06, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software related to accounting for internal-use software costs. The amendments in this update improve the operability of the guidance by removing all references to software development project stages so that the guidance is neutral to different software development methods. This update is effective for annual periods beginning after December 15, 2027, including interim periods within those fiscal years, though early adoption is permitted. The Company is currently in the process of evaluating the effects of this pronouncement on its consolidated financial statements.
In December 2025, the FASB issued ASU No. 2025-11, Narrow-Scope Improvements (“ASU 2025-11”). The guidance in ASU 2025-11 amends ASC Topic 270, Interim Reporting, to provide clarity on the current interim reporting requirements and to require entities to disclose events since the end of the last annual reporting period that have a material impact on the entity through the addition of the disclosure principle. The standard is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. Upon adoption, ASU 2025-11 may be applied prospectively or retrospectively. The Company is currently evaluating when it will adopt the ASU 2025-11 and the impact that the adoption may have on its consolidated financial statements, including related footnote disclosures.
2) Revenue From Contracts With Customers
Most of the Company’s contracts have a single performance obligation which represents the product or service being sold to the customer. Some contracts include multiple performance obligations such as a product and the related installation and/or extended warranty. 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.
In general, the Company recognizes revenue at the point in time control transfers to its customer based on predetermined shipping terms. Revenue is recognized over time under certain long-term contracts within the Aerospace & Defense and Engraving & Hydraulics segments for highly customized customer products that have no alternative use and in which the contract specifies the Company has a right to payment for its costs, plus a reasonable margin. For these products, the transfer of control is measured pro rata, based upon current estimates of costs to complete such contracts. Losses on contracts are fully recognized in the period in which the losses become determinable. Revisions in profit estimates are reflected on a cumulative basis in the period in which the basis for such revision becomes known.
Disaggregation of Revenue from Contracts with Customers
The following table presents revenue from continuing operations disaggregated by product line and segment (in thousands):
| Three Months Ended | ||||||||
| Revenue by Product Line | September 30, 2026 | September 30, 2025 | ||||||
| Electronics | $ | $ | ||||||
| Aerospace & Defense | ||||||||
| Scientific | ||||||||
| Engraving Services | ||||||||
| Engraving Products | ||||||||
| Hydraulics Cylinders and Systems | ||||||||
| Total Engraving & Hydraulics | ||||||||
| Other | ||||||||
| Total revenue by product line | $ | $ | ||||||
The following table presents revenue from continuing operations disaggregated by geography based on the Company’s locations (in thousands):
| Three Months Ended | ||||||||
| Net sales | September 30, 2026 | September 30, 2025 | ||||||
| United States | $ | $ | ||||||
| Asia Pacific | ||||||||
| EMEA (1) | ||||||||
| Other Americas | ||||||||
| Total | $ | $ | ||||||
(1) EMEA consists primarily of Europe, Middle East and S. Africa.
| Three Months Ended | ||||||||
| Timing of Revenue Recognition | September 30, 2026 | September 30, 2025 | ||||||
| Products and services transferred at a point in time | $ | $ | ||||||
| Products transferred over time | ||||||||
| Net sales | $ | $ | ||||||
Contract Balances
Contract assets represent revenue recognized related to work completed but not yet billed as of the reporting date. Contract liabilities are customer deposits for which revenue has not been recognized. Current contract liabilities are recorded as accrued liabilities.
The timing of revenue recognition, invoicing and cash collections results in billed receivables, contract assets and contract liabilities on the consolidated balance sheets. When consideration is received from a customer prior to transferring goods or services to the customer under the terms of a contract, a contract liability is recorded. Contract liabilities are recognized as revenue after control of the goods and services are transferred to the customer and all revenue recognition criteria have been met. Contract liabilities as of September 30, 2026 and June 30, 2026 were $
We recognized the following revenue which was included in the contract liability beginning balances (in thousands):
| Three months ended | ||||||||
| Revenue recognized in the period from: | September 30, 2026 | September 30, 2025 | ||||||
| Amounts included in the contract liability balance at the beginning of the period | $ | $ | ||||||
3) Fair Value Measurements
The financial instruments shown below are presented at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Where available, fair value is based on observable market prices or parameters or derived from such prices or parameters. Where observable prices or inputs are not available, valuation models may be applied.
Assets and liabilities recorded at fair value in the consolidated balance sheet are categorized based upon the level of judgment associated with the inputs used to measure their fair values. Hierarchical levels directly related to the amount of subjectivity associated with the inputs to fair valuation of these assets and liabilities and the methodologies used in valuation are as follows:
Level 1 – Quoted prices (unadjusted) in active markets for identical assets and liabilities. The Company’s deferred compensation plan assets consist of shares in various mutual funds (investments are participant-directed) which invest in a broad portfolio of debt and equity securities. These assets are valued based on publicly quoted market prices for the funds’ shares as of the balance sheet dates.
Level 2 – Inputs, other than quoted prices in an active market, that are observable either directly or indirectly through correlation with market data. For foreign exchange forward contracts and interest rate swaps, the Company values the instruments based on the market price of instruments with similar terms, which are based on spot and forward rates as of the balance sheet dates. The Company has considered the creditworthiness of counterparties in valuing all assets and liabilities.
Level 3 – Unobservable inputs based upon the Company’s best estimate of what market participants would use in pricing the asset or liability.
There were no transfers of assets or liabilities between any levels of the fair value measurement hierarchy at September 30, 2026 or June 30, 2026. The Company’s policy is to recognize transfers between levels as of the date they occur.
Cash and cash equivalents, accounts receivable, accounts payable, and debt are carried at cost, which approximates fair value.
The fair values of financial instruments were as follows (in thousands):
| September 30, 2026 | ||||||||||||||||
| Total | Level 1 | Level 2 | Level 3 | |||||||||||||
| Financial Assets | ||||||||||||||||
| Marketable securities - deferred compensation plan | $ | $ | $ | $ | ||||||||||||
| Interest rate swaps | ||||||||||||||||
| Foreign exchange contracts | ||||||||||||||||
| Financial Liabilities | ||||||||||||||||
| Foreign exchange contracts | $ | $ | $ | $ | ||||||||||||
| June 30, 2026 | ||||||||||||||||
| Total | Level 1 | Level 2 | Level 3 | |||||||||||||
| Financial Assets | ||||||||||||||||
| Marketable securities - deferred compensation plan | $ | $ | $ | $ | ||||||||||||
| Interest rate swaps | ||||||||||||||||
| Financial Liabilities | ||||||||||||||||
| Foreign exchange contracts | $ | $ | $ | $ | ||||||||||||
The Company updates its assumptions each reporting period based on new developments and records such amounts at fair value based on the revised assumptions.
4) Inventories
Inventories are comprised of the following (in thousands):
| September 30, 2026 | June 30, 2026 | |||||||
| Raw materials | $ | $ | ||||||
| Work in process | ||||||||
| Finished goods | ||||||||
| Total | $ | $ | ||||||
Distribution costs associated with the sale of inventory, which are recorded as a component of selling, general and administrative expenses in the accompanying unaudited condensed consolidated statements of operations were $
5) Goodwill
Changes to goodwill by reportable segment during the period were as follows (in thousands):
| June 30, 2026 | Acquisitions | Translation Adjustment | September 30, 2026 | |||||||||||||
| Electronics | $ | $ | $ | ( | ) | $ | ||||||||||
| Aerospace & Defense | ||||||||||||||||
| Scientific | ||||||||||||||||
| Engraving & Hydraulics | ( | ) | ||||||||||||||
| Total | $ | $ | $ | ( | ) | $ | ||||||||||
6) Warranty Reserves
| September 30, 2026 | June 30, 2026 | |||||||
| Balance at beginning of year | $ | $ | ||||||
| Acquisitions and other | ( | ) | ( | ) | ||||
| Warranty expense | ||||||||
| Warranty claims | ( | ) | ( | ) | ||||
| Balance at end of period | $ | $ | ||||||
7) Debt
Long-term debt is comprised of the following (in thousands):
| September 30, 2026 | June 30, 2026 | |||||||
| Bank credit agreement | $ | $ | ||||||
| Unamortized issuance costs | ( | ) | ( | ) | ||||
| Total long-term debt | $ | $ | ||||||
The Company's bank credit agreement matures in February 2028.
At September 30, 2026, and June 30, 2026, the Company had $
8) Accrued Liabilities
Accrued liabilities consist of the following (in thousands):
| September 30, 2026 | June 30, 2026 | |||||||
| Payroll and employee benefits | $ | $ | ||||||
|
| ||||||||
| Accrued material and services costs | ||||||||
| Accrued taxes payable | ||||||||
| Warranty reserves | ||||||||
| Accrued interest | ||||||||
| Professional fees | ||||||||
| Restructuring costs | ||||||||
| Workers' compensation | ||||||||
| Other | ||||||||
| Total | $ | $ | ||||||
9) Derivative Financial Instruments
Information about the Company’s derivative financial instruments is as follows:
Interest Rate Swaps
From time to time as dictated by market opportunities, the Company enters into interest rate swap agreements designed to manage exposure to interest rates on the Company’s variable rate indebtedness. The Company recognizes all derivatives on its consolidated balance sheets at fair value. The Company designates its interest rate swap agreements, including those that may be forward-dated, as cash flow hedges, and changes in the fair value of the swaps are recognized in accumulated other comprehensive income until the hedged items are recognized in earnings. Hedge ineffectiveness, if any, associated with the swaps is reported in earnings within interest expense.
The Company’s effective swap agreements convert the base borrowing rate on $
| Effective Date | Notional Amount | Fixed Interest Rate | Maturity | September 30, 2026 | June 30, 2026 | ||||||||||||
| August 30, 2025 | $ | % |
| $ | $ | ||||||||||||
The Company reported
Foreign Exchange Contracts
Forward foreign currency exchange contracts are used to limit the impact of currency fluctuations on certain anticipated foreign cash flows, such as collections from customers and loan payments between subsidiaries. The Company enters into such contracts for hedging purposes only. The changes in the fair value of these contracts are recognized in earnings. At September 30, 2026 and June 30, 2026, the Company had outstanding forward contracts related to hedging of intercompany loans that had an immaterial amount of net unrealized gain and loss, respectively. The notional amounts of the Company’s forward contracts are as follows (in thousands):
| Currency - buy | Currency - sell | September 30, 2026 | June 30, 2026 | |||||||||
| JPY | SGD |
|
| |||||||||
| USD | SGD |
| ||||||||||
| September 30, 2026 | June 30, 2026 | |||||||||
| Derivative | Balance Sheet Line Item | Fair Value | Balance Sheet Line Item | Fair Value | ||||||
| Interest rate swaps | Prepaid expenses and other current assets | $ | Prepaid expenses and other current assets | $ | ||||||
| Foreign exchange contracts | Prepaid expenses and other current assets | Accrued liabilities | ( | ) | ||||||
| $ | $ | |||||||||
The table below presents the amount of gain (loss) recognized in comprehensive income on our derivative financial instruments (effective portion) designated as hedging instruments and their classification within comprehensive income for the periods ended (in thousands):
| Three Months Ended | ||||||||
| September 30, 2026 | September 30, 2025 | |||||||
| Interest rate swaps | $ | $ | ( | ) | ||||
The table below presents the amount reclassified from accumulated other comprehensive loss to net income for the periods ended (in thousands):
| Details about Accumulated Other | Three Months Ended | Affected line item in the Unaudited | |||||||
| Comprehensive Loss Components | September 30, 2026 | September 30, 2025 | Condensed Statements of Operations | ||||||
| Interest rate swaps | $ | ( | ) | $ | ( | ) | Interest expense | ||
10) Retirement Benefits
The Company has defined benefit pension plans covering certain current and former employees both inside and outside of the U.S. The Company’s pension plan for U.S. employees is frozen for substantially all participants and has been replaced with a defined contribution benefit plan.
Net periodic benefit cost for the Company’s U.S. and foreign pension benefit plans for the periods ended consisted of the following components (in thousands):
| U.S. Plans | Non-U.S. Plans | |||||||||||||||
| Three Months Ended September 30, | Three Months Ended September 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Service cost | $ | $ | $ | $ | ||||||||||||
| Interest cost | ||||||||||||||||
| Expected return on plan assets | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Recognized net actuarial loss | ||||||||||||||||
| Amortization of prior service cost | ( | ) | ( | ) | ||||||||||||
| Net periodic (benefit) cost | $ | $ | $ | $ | ||||||||||||
The following table sets forth the amounts recognized for the Company's defined benefit pension plans (in thousands):
| Amounts recognized in the consolidated balance sheets consist of: | September 30, 2026 | June 30, 2026 | ||||||
| Prepaid benefit cost | $ | $ | ||||||
| Current liabilities | ( | ) | ( | ) | ||||
| Non-current liabilities | ( | ) | ( | ) | ||||
| Net amount recognized | $ | ( | ) | $ | ( | ) | ||
The contributions made to defined benefit plans are presented below along with remaining contributions to be made for the current fiscal year (in thousands):
| Fiscal Year 2027 | ||||||||
| Three Months Ended | ||||||||
| Contributions to defined benefit plans | September 30, 2026 | Remaining Contributions | ||||||
| United States, funded plan | $ | $ | ||||||
| United States, unfunded plan | ||||||||
| Germany, unfunded plan | ||||||||
| $ | $ | |||||||
11) Income Taxes
The Company's effective tax rate from continuing operations for the three months ended September 30, 2026 and 2025 was
The tax rate was impacted in the three months ended September 30, 2026 and 2025 by the following items: (i) the recognition of a discrete tax benefit related to equity compensation; (ii) variations in the geographic mix of earnings; (iii) foreign withholding taxes and (iv) federal tax credits related to research and development activities.
12) Earnings Per Share
The Company uses shares acquired through treasury stock repurchases for the issuance of shares of common stock for the settlement of awards under its stock-based compensation plans, with the net effect of these transactions accounting for the change in common stock outstanding.
The following table sets forth a reconciliation of the number of shares (in thousands) used in the computation of basic and diluted earnings per share:
| Three Months Ended September 30, | ||||||||
| 2026 | 2025 | |||||||
| Basic - Average shares outstanding | ||||||||
| Dilutive effect of unvested, restricted stock awards | ||||||||
| Diluted - Average shares outstanding | ||||||||
For the three months ended September 30, 2026,
Earnings available to common stockholders are the same for computing both basic and diluted earnings per share.
Performance stock units of
13) Accumulated Other Comprehensive Loss
The components of the Company’s accumulated other comprehensive loss are as follows (in thousands):
| September 30, 2026 | June 30, 2026 | |||||||
| Foreign currency translation adjustment | $ | ( | ) | $ | ( | ) | ||
| Unrealized pension losses, net of tax | ( | ) | ( | ) | ||||
| Unrealized gains on derivative instruments, net of tax | ||||||||
| Total | $ | ( | ) | $ | ( | ) | ||
14) Contingencies
From time to time, the Company is subject to various claims and legal proceedings, including claims related to environmental remediation, either asserted or unasserted, that arise in the ordinary course of business. While the outcome of these proceedings and claims cannot be predicted with certainty, the Company’s management does not believe that the outcome of any of the currently existing legal matters will have a material impact on the Company’s consolidated financial position, results of operations or cash flow. The Company accrues for losses related to a claim or litigation when the Company’s management considers a potential loss probable and can reasonably estimate such potential loss.
15) Industry Segment Information
The Company has reportable segments organized around the types of products sold:
| • | Electronics – manufactures and sells electronic components for applications throughout the end user market spectrum; | |
| • | Aerospace & Defense – provides net and near net formed single-source customized solutions in the manufacture of engineered components for the aviation, aerospace, defense, energy, industrial, medical, marine, oil and gas, and manned and unmanned space markets; | |
| • | Scientific – sells specialty temperature-controlled equipment for the medical, scientific, pharmaceutical, biotech and industrial markets; | |
| • | Engraving & Hydraulics - provides mold texturing, slush molding tools, project management and design services, roll engraving, hygiene product tooling, low observation vents for stealth aircraft, and process machinery for a number of industries and single and double acting telescopic and piston rod hydraulic cylinders; |
Net sales and income from continuing operations by segment were as follows (in thousands):
| Three Months Ended September 30, 2026 | ||||||||||||||||||||||||||||
| Electronics | Aerospace & Defense | Scientific | Engraving & Hydraulics | Total reportable segments | Other | Total | ||||||||||||||||||||||
| Net Sales | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Segment expenses | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||
| Segment operating income | ||||||||||||||||||||||||||||
| Corporate | ( | ) | ||||||||||||||||||||||||||
| Loss on sale of business | ( | ) | ||||||||||||||||||||||||||
| Restructuring costs | ( | ) | ||||||||||||||||||||||||||
| Deal related costs | ( | ) | ||||||||||||||||||||||||||
| Income from operations | ||||||||||||||||||||||||||||
| Interest expense | ||||||||||||||||||||||||||||
| Other non-operating expense, net | ||||||||||||||||||||||||||||
| Income from continuing operations before income taxes | $ | |||||||||||||||||||||||||||
| Three Months Ended September 30, 2025 | ||||||||||||||||||||||||||||
| Electronics | Aerospace & Defense | Scientific | Engraving & Hydraulics | Total reportable segments | Other | Total | ||||||||||||||||||||||
| Net Sales | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Segment expenses | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Segment operating income | ||||||||||||||||||||||||||||
| Corporate | ( | ) | ||||||||||||||||||||||||||
| Restructuring costs | ( | ) | ||||||||||||||||||||||||||
| Deal related costs | ( | ) | ||||||||||||||||||||||||||
| Income from operations | ||||||||||||||||||||||||||||
| Interest expense | ||||||||||||||||||||||||||||
| Other non-operating expense, net | ( | ) | ||||||||||||||||||||||||||
| Income from continuing operations before income taxes | $ | |||||||||||||||||||||||||||
Capital expenditures and depreciation and amortization expense by segment were as follows (in thousands):
| Capital Expenditures | Depreciation and Amortization | |||||||||||||||
| Three Months Ended September 30, 2026 | Three Months Ended September 30, 2025 | Three Months Ended September 30, 2026 | Three Months Ended September 30, 2025 | |||||||||||||
| Electronics | $ | $ | $ | $ | ||||||||||||
| Aerospace & Defense | ||||||||||||||||
| Scientific | ( | ) | ||||||||||||||
| Engraving & Hydraulics | ||||||||||||||||
| Other | ||||||||||||||||
| Corporate | ||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
Net sales include only transactions with unaffiliated customers and include no intersegment sales. Income from operations by segment excludes interest expense and other non-operating (income) expense.
16) Restructuring
The Company continues to focus its efforts to reduce cost and improve productivity across its businesses, particularly through headcount reductions, facility closures, and consolidations. Restructuring expenses primarily related to headcount reductions and other cost saving initiatives. The Company has undertaken a number of initiatives that have resulted in severance, restructuring, and related charges. Related charges may include third party assistance with analysis and implementation of these activities, write off of leases and other equipment, and relocation expenses.
A summary of charges by initiative is as follows (in thousands):
| Three Months Ended September 30, 2026 | ||||||||||||
| Fiscal Year 2027 | Involuntary Employee Severance and Benefit Costs | Other | Total | |||||||||
| Current year initiatives | $ | $ | $ | |||||||||
| Prior year initiatives | ( | ) | ||||||||||
| $ | $ | $ | ||||||||||
| Three Months Ended September 30, 2025 | ||||||||||||
| Fiscal Year 2026 | Involuntary Employee Severance and Benefit Costs | Other | Total | |||||||||
| Current year initiatives | $ | $ | $ | |||||||||
| Prior year initiatives | ||||||||||||
| $ | $ | $ | ||||||||||
Activity in the restructuring liability reserve related to the initiatives is as follows (in thousands):
| Current Year Initiatives | Involuntary Employee Severance and Benefit Costs | Other | Total | |||||||||
| Restructuring liabilities at June 30, 2026 | $ | $ | $ | |||||||||
| Additions and adjustments | ||||||||||||
| Payments | ( | ) | ( | ) | ( | ) | ||||||
| Restructuring liabilities at September 30, 2026 | $ | $ | $ | |||||||||
| Prior Year Initiatives | Involuntary Employee Severance and Benefit Costs | Other | Total | |||||||||
| Restructuring liabilities at June 30, 2026 | $ | $ | $ | |||||||||
| Additions and adjustments | ||||||||||||
| Payments | ( | ) | ( | ) | ( | ) | ||||||
| Restructuring liabilities at September 30, 2026 | $ | $ | $ | |||||||||
| Prior Year | Involuntary Employee Severance and Benefit Costs | Other | Total | |||||||||
| Restructuring liabilities at June 30, 2025 | $ | $ | $ | |||||||||
| Additions and adjustments | ||||||||||||
| Payments | ( | ) | ( | ) | ||||||||
| Restructuring liabilities at September 30, 2025 | $ | $ | $ | |||||||||
The Company’s total restructuring expenses by segment are as follows:
| Three Months Ended September 30, 2026 | ||||||||||||
| Involuntary Employee Severance and Benefit Costs | Other | Total | ||||||||||
| Electronics | $ | $ | $ | |||||||||
| Aerospace & Defense | ||||||||||||
| Engraving & Hydraulics | ||||||||||||
| Corporate | ||||||||||||
| $ | $ | $ | ||||||||||
| Three Months Ended September 30, 2025 | ||||||||||||
| Involuntary Employee Severance and Benefit Costs | Other | Total | ||||||||||
| Electronics | ||||||||||||
| Engraving & Hydraulics | $ | $ | $ | |||||||||
| Other | ||||||||||||
| $ | $ | $ | ||||||||||
Restructuring expense is expected to be approximately $
17) Redeemable Noncontrolling Interest
On June 26, 2026, the Company and the Narayan noncontrolling interest holders entered into a Securities Purchase Agreement, pursuant to which the Company agreed to acquire the remaining
18) Divestiture
On March 5, 2026, the Company closed on the sale of and divested Federal Industries ("Federal"), its display merchandising business to a third party for cash proceeds of $
During the three months ended September 30, 2026, the Company finalized the post-closing purchase price adjustment provided for under the purchase agreement. Pursuant to a settlement agreement with the buyer, the Company agreed to pay $
The table below summarizes the components of the transaction and the resulting gain on divestiture (in thousands):
| Preliminary as of | Final as of | |||||||||||
| June 30, 2026 | Adjustments | September 30, 2026 | ||||||||||
| Cash received | $ | ( | ) | $ | ||||||||
| Less: | ||||||||||||
| Current assets | ||||||||||||
| Property, plant and equipment, net and other noncurrent assets | ||||||||||||
| Current liabilities | ( | ) | ( | ) | ||||||||
| Net assets sold | ||||||||||||
| Pre-tax gain on divestiture | ( | ) | ||||||||||
| Income tax expense relating to the gain on divestiture | ( | ) | ( | ) | ||||||||
| Gain on divestiture, net of tax | $ | $ | ( | ) | $ | |||||||
In connection with the divestiture, the Company entered into a Transaction Services Agreement (TSA) to facilitate smooth operational transition. Under the agreement, following the divestiture date, the Company is providing payroll processing, travel and expense booking, finance, treasury and information technology support services for a period of six months unless earlier terminated or extended by the buyer. These services are to be provided at cost to the Company.
| Management's Discussion and Analysis of Financial Condition and Results of Operations |
Forward-Looking Statements
Statements contained in this periodic report that are not based on historical facts are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of forward-looking terminology such as “should,” “could,” “may,” “will,” “expect,” “believe,” “estimate,” “anticipate,” “intend,” “continue,” or similar terms or variations of those terms or the negative of those terms. There are many factors that affect the Company’s business and the results of its operations and that may cause the actual results of operations in future periods to differ materially from those currently expected or anticipated. These factors include, but are not limited to: the impact of international hostilities, pandemics and other global crises or catastrophic events on employees, our supply chain, and the demand for our products and services around the world; materially adverse or unanticipated legal judgments, fines, penalties or settlements; conditions in the financial and banking markets, including fluctuations in exchange rates and the inability to repatriate foreign cash; domestic and international economic conditions, including the impact, length and degree of economic downturns on the customers and markets we serve and more specifically conditions in the automotive, construction, aerospace, defense, transportation, electrification, consumer appliance, energy, oil and gas and general industrial markets; lower-cost competition; the relative mix of products which impact margins and operating efficiencies in certain of our businesses; the impact of higher raw material and component costs, particularly steel, certain materials used in electronics parts, petroleum based products, and refrigeration components; the impact of higher transportation and logistics costs, especially with respect to transportation of goods from Asia; an inability to realize the expected cost savings from restructuring activities including effective completion of plant consolidations, cost reduction efforts including procurement savings and productivity enhancements, capital management improvements, strategic capital expenditures, and the implementation of lean enterprise manufacturing techniques; the potential for losses associated with the exit from or divestiture of businesses that are no longer strategic or no longer meet our growth and return expectations; the inability to achieve the savings expected from global sourcing of raw materials and diversification efforts in emerging markets; the impact on cost structure and on economic conditions as a result of actual and threatened increases in trade tariffs; the inability to attain expected benefits from acquisitions and the inability to effectively consummate and integrate such acquisitions and achieve synergies envisioned by the Company; market acceptance of our products; our ability to design, introduce and sell new products and related product components; the ability to redesign certain of our products to continue meeting evolving regulatory requirements; the impact of delays initiated by our customers; our ability to increase manufacturing production to meet demand; the impact on our operations of any successful cybersecurity attacks; and potential changes to future pension funding requirements. For a more comprehensive discussion of these and other factors, see the “Risk Factors” section of the Company’s most recent annual report on Form 10-K filed with the SEC and available on the Company’s website. In addition, any forward-looking statements represent management's estimates only as of the day made and should not be relied upon as representing management's estimates as of any subsequent date. While the Company may elect to update forward-looking statements at some point in the future, the Company and management specifically disclaim any obligation to do so, even if management's estimates change.
Overview
We are a diversified industrial manufacturer with leading positions in a variety of products and services that are used in diverse commercial and industrial markets. We are headquartered in Salem, New Hampshire. Our businesses work in close partnership with our customers to deliver custom solutions or engineered components that solve their unique and specific needs, an approach we call "Customer Intimacy".
On July 2, 2026, we acquired the remaining 9.9% interest in India-based Narayan Powertech (Narayan), a leading manufacturer of low voltage and medium voltage instrument transformers.
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. This methodology employs four components: Balanced Performance Plan, Growth Disciplines, Operational Excellence, and Talent Management and provides both a company-wide framework and tools used to achieve our goals. We intend to continue investing organically and inorganically in high margin and growth businesses using this balanced and proven approach.
It is our objective to grow larger and more profitable business units through a commitment to both organic and inorganic initiatives. We have a particular focus on identifying and investing in businesses, new products and new applications that complement our existing products and will increase our overall scale, global presence and capabilities. We continue to pursue acquisitions that are strategically aligned with our businesses and where the opportunity meets our investment metrics. We have divested, and likely will continue to divest, businesses that are not strategic or do not meet our growth and return expectations.
As a result of our portfolio moves over the past several years, 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. The narrowing of the portfolio allows for greater management focus on driving operational disciplines and positions us well to use our cash flow from operations to invest selectively in our ongoing pipeline of organic and inorganic opportunities.
The Company’s strong historical cash flow has been a cornerstone for funding our capital allocation strategy. We use cash flow generated from operations to fund investments in capital assets to upgrade our facilities, improve productivity and lower costs, invest in the strategic growth programs described above, including organic growth, and to return cash to our shareholders through payment of dividends and stock buybacks.
Restructuring expenses reflect costs associated with our efforts of continuously improving operational efficiency and expanding globally in order to remain competitive in our end user markets. We incur costs for actions to size our businesses to a level appropriate for current economic conditions, improve our cost structure, enhance our competitive position and increase operating margins. Such expenses include costs for moving facilities to locations that allow for lower fixed and variable costs, external consultants who provide additional expertise starting up plants after relocation, downsizing operations because of changing economic conditions, and other costs resulting from asset redeployment decisions. Shutdown costs include severance, benefits, stay bonuses, lease and contract terminations, asset write-downs, costs of moving fixed assets, and moving and relocation costs. Vacant facility costs include maintenance, utilities, property taxes and other costs.
Because of the diversity of the Company’s businesses, end user markets and geographic locations, management does not use specific external indices to predict the future performance of the Company, other than general information about broad macroeconomic trends. Each of our individual business units serves niche markets and attempts to identify trends other than general business and economic conditions which are specific to its business and which could impact its performance. Those units report pertinent information to senior management, which uses it to the extent relevant to assess the future performance of the Company. 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. We may also supplement the discussion of these KPIs by identifying the impact of foreign exchange rates, acquisitions, and other significant items when they have a material impact on a specific KPI.
We believe the discussion of these items provides enhanced information to investors by disclosing their impact on the overall trend which provides a clearer comparative view of the KPI, as applicable. For discussion of the impact of foreign exchange rates on KPIs, we calculate the impact as the difference between the current period KPI calculated at the current period exchange rate as compared to the KPI calculated at the historical exchange rate for the prior period. For discussion of the impact of acquisitions or divestitures, we isolate the effect on the KPI amount that would have existed regardless of such acquisition or divestiture. 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.
Results from Continuing Operations
| Three Months Ended September 30, |
||||||||
| (In thousands, except percentages) |
2026 |
2025 |
||||||
| Net sales |
$ | 232,575 | $ | 217,431 | ||||
| Gross profit margin |
44.4 | % | 41.6 | % | ||||
| Income from operations |
40,418 | 29,634 | ||||||
| (In thousands) |
Three Months Ended September 30, 2026 |
|||
| Net sales, prior year period |
$ | 217,431 | ||
| Components of change in sales: |
||||
| Organic sales change |
26,947 | |||
| Effect of acquisitions |
- | |||
| Effect of divestitures |
(9,522 | ) | ||
| Effect of exchange rates |
(2,281 | ) | ||
| Net sales, current period |
$ | 232,575 | ||
Net Sales
Net sales increased in the first quarter of fiscal year 2027 by $15.1 million or 7.0%, as compared to the prior year quarter. Organic sales increased by $26.9 million, or 12.4%, primarily due to increased sales into fast growth markets and contributions from new products. Divestitures reduced sales by $9.5 million, or 4.4%. Foreign currency negatively impacted sales by $2.3 million, or 1.0%.
Gross Profit
Gross profit in the first quarter of fiscal year 2027 increased to $103.2 million, or a gross margin of 44.4%, as compared to $90.4 million, or a gross margin of 41.6%, in the first quarter of fiscal year 2026. The margin increase was a result of the continued focus on pricing disciplines and productivity actions.
Selling, General, and Administrative Expenses
Selling, General, and Administrative (“SG&A”) expenses for the first quarter of fiscal year 2027 increased to $60.5 million, or 26.0% of sales as compared to $54.4 million, or 25.0% of sales during the prior year quarter. SG&A expenses during the first quarter of fiscal year 2027 were primarily impacted by increased expenses due to variable compensation, employee medical costs and professional fees as compared to the prior year quarter.
Restructuring Costs
We incurred restructuring expenses of $1.0 million in the first quarter of fiscal year 2027, primarily related to continuation of facility rationalization. We expect to continue seeing realization of these restructuring actions during the fiscal year 2027.
During the first quarter of fiscal year 2026, we incurred restructuring expenses of $6.0 million, primarily related to facility rationalization activities, and announced closure of four sites in our Engraving & Hydraulics segment.
Deal Related Costs
We incurred deal related expenses of $0.4 million in each of the first quarter of fiscal year 2027 and 2026. Deal related expenses primarily consist of costs related to due diligence, advisory, legal, integration, and valuation activities associated with recent or pending acquisitions or divestitures transactions.
Loss on Sale of Business
During the first quarter of fiscal year 2027, we recorded a loss on the sale of $0.9 million, as a result of finalizing the post-closing purchase price adjustment of the Federal Industries business.
Income from Operations
Income from operations for the first quarter of fiscal year 2027 was $40.4 million, compared to $29.6 million during the prior year quarter. The increase of $10.8 million, or 36.4%, is primarily due to increased revenue, productivity improvement initiatives, partially offset by increases in administrative, selling and marketing and research and development expenses.
Interest Expense
Interest expense for the first quarter of fiscal year 2027 was $7.2 million, as compared to $8.9 million in the prior year quarter. The decline is due primarily to a lower average debt balance, more favorable interest rates and interest rate swap. Our effective interest rate for the three months ended September 30, 2026 was 5.49% as compared to 6.10% for the prior year quarter.
Income Taxes
The Company's effective tax rate from continuing operations for the first quarter of fiscal year 2027 and 2026 was 24.7% and 24.6%, respectively.
The tax rate was impacted in the three months ended September 30, 2026 and 2025 by the following items: (i) the recognition of a discrete tax benefit related to equity compensation; (ii) variations in the geographic mix of earnings; (iii) foreign withholding taxes and (iv) federal tax credits related to research and development activities.
Backlog
Backlog includes all active or open orders for goods and services. 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 Aerospace & Defense. Customers may delay delivery of products or cancel orders prior to shipment, subject to possible cancellation penalties. Due to the nature of long-term agreements in the Aerospace & Defense segment, the timing of orders and delivery dates can vary considerably resulting in significant backlog changes from one period to another.
| As of September 30, 2026 |
As of September 30, 2025 |
|||||||||||||||
| Total Backlog |
Backlog under 1 year |
Total Backlog |
Backlog under 1 year |
|||||||||||||
| Electronics |
$ | 239,621 | $ | 220,741 | $ | 154,415 | $ | 119,952 | ||||||||
| Aerospace & Defense |
151,298 | 88,576 | 103,000 | 81,714 | ||||||||||||
| Scientific |
5,090 | 5,090 | 5,967 | 5,967 | ||||||||||||
| Engraving & Hydraulics |
24,939 | 23,592 | 34,579 | 34,130 | ||||||||||||
| Other |
- | - | 4,498 | 4,498 | ||||||||||||
| Total |
$ | 420,948 | $ | 337,999 | $ | 302,459 | $ | 246,261 | ||||||||
Total backlog realizable under one year increased by $91.7 million, or 37.3%, to $338.0 million at September 30, 2026, from $246.3 million at September 30, 2025. The year over year increase is primarily driven by fast growth end markets.
Changes in backlog under one year are as follows (in thousands):
| As of |
||||
| (In thousands) |
September 30, 2026 |
|||
| Backlog under 1 year, prior year period |
$ | 246,261 | ||
| Components of change in backlog: |
||||
| Organic change |
96,236 | |||
| Effect of divestiture |
(4,498 | ) | ||
| Backlog under 1 year, current period |
$ | 337,999 | ||
Segment Analysis
Overall
Looking forward to the remainder of fiscal year 2027, we anticipate continued improvement in key financial metrics, supported by productivity initiatives.
In general, for the remainder of fiscal year 2027, we expect:
| • | growth of new product sales as recently launched products ramp up and additional launches are introduced; | |
| • |
continued growth in the high margin electrical grid market; |
| • |
continued strength in defense end markets as new platforms continue to ramp; |
| • |
space markets to remain attractive, with modest volume increases expected from ongoing customer development; |
| • |
scientific cold storage demand to improve with partial recovery in NIH funding; |
| • |
continued stability in hybrid and electric vehicle programs despite softness in general automotive end markets, supported by planned new platform launches; |
| • |
improved general industrial end market conditions. |
Electronics Segment
| Three Months Ended September 30, |
% |
|||||||||||
| (In thousands, except percentages) |
2026 |
2025 |
Change |
|||||||||
| Net sales |
$ | 140,501 | $ | 110,553 | 27.1 | % | ||||||
| Segment operating income |
37,866 | 28,283 | 33.9 | % | ||||||||
| Operating income margin |
27.0 | % | 25.6 | % | ||||||||
Net sales in the first quarter of fiscal year 2027 increased by $29.9 million, or 27.1%, when compared to the prior year quarter. Organic sales increased by $32.6 million, or 29.5%, due to sales into fast growth markets, strong general industrial markets and increased new product sales. Foreign currency impact decreased the net sales by $2.6 million or 2.4% as compared to the prior year quarter.
Income from operations in the first quarter of fiscal year 2027 increased by $9.6 million, or 33.9%, when compared to the prior year quarter. The operating income increase was the result of higher volume and pricing initiatives, partially offset by growth investments and higher variable compensation expenses.
In the second quarter of fiscal year 2027, on a sequential basis, we expect slightly higher revenue and similar operating margin, reflecting higher sales into fast growth end markets and increased new product sales.
Aerospace & Defense Segment
| Three Months Ended September 30, |
% |
|||||||||||
| (In thousands, except percentages) |
2026 |
2025 |
Change |
|||||||||
| Net sales |
$ | 31,428 | $ | 29,894 | 5.1 | % | ||||||
| Segment operating income |
5,844 | 3,617 | 61.6 | % | ||||||||
| Operating income margin |
18.6 | % | 12.1 | % | ||||||||
Net sales in the first quarter of fiscal year 2027 increased by $1.5 million, or 5.1%, when compared to the prior year quarter. Sales increase was attributable to an organic sales increase of $1.5 million or 5.1% primarily driven by project activity in the space and defense end markets, partially offset by project timing.
Income from operations in the first quarter of fiscal year 2027 increased by $2.2 million, or 61.6%, when compared to the prior year quarter. The increase in operating income was a result of higher volume and project mix.
In the second quarter of fiscal year 2027, on a sequential basis, we expect significantly higher revenue and slightly higher operating margin.
Scientific Segment
| Three Months Ended September 30, |
% |
||||||||||||
| (In thousands, except percentages) |
2026 |
2025 |
Change |
||||||||||
| Net sales |
$ | 19,794 | $ | 19,450 | 1.8 | % | |||||||
| Segment operating income |
5,607 | 4,678 | 19.9 | % | |||||||||
| Operating income margin |
28.3 | % | 24.1 | % | |||||||||
Net sales in the first quarter of fiscal year 2027 increased by $0.3 million, or 1.8%, when compared to the prior year quarter due primarily to organic growth from pricing initiatives and a slight market recovery.
Income from operations in the first quarter of fiscal year 2027 increased by $0.9 million, or 19.9%, when compared to the prior year quarter due to higher sales and productivity initiatives.
In the second quarter of fiscal year 2027, on a sequential basis, we expect similar to slightly higher revenue and similar operating margin.
Engraving & Hydraulics Segment
| Three Months Ended September 30, |
% | |||||||||||
| (In thousands, except percentages) |
2026 |
2025 |
Change |
|||||||||
| Net sales |
$ | 40,852 | $ | 48,012 | (14.9 | %) | ||||||
| Segment operating income |
6,435 | 7,351 | (12.5 | %) | ||||||||
| Operating income margin |
15.8 | % | 15.3 | % | ||||||||
Net sales in the first quarter of fiscal year 2027 decreased by $7.2 million, or 14.9%, when compared to the prior year quarter. Organic sales decreased by $7.5 million or 15.7%, due to softness in the North American automotive market, partially offset by a foreign currency benefit of $0.4 million or 0.7% as compared to the prior year quarter.
Income from operations in the first quarter of fiscal year 2027 decreased by $0.9 million, or 12.5%, when compared to the prior year quarter. The operating income decrease was primarily due to lower volume, partially offset by the realization of previously announced productivity initiatives and restructuring actions.
In the second quarter of fiscal year 2027, on a sequential basis, we expect slightly lower revenue and operating margin.
Other
| Three Months Ended September 30, |
% |
|||||||||||
| (In thousands, except percentages) |
2026 |
2025 |
Change |
|||||||||
| Net sales |
$ | - | $ | 9,522 | (100.0 | %) | ||||||
| Segment operating income |
- | 2,075 | (100.0 | %) | ||||||||
| Operating income margin |
0.0 | % | 21.8 | % | ||||||||
Due to the divestiture of the Federal Industries business in the third quarter of fiscal year 2026, there were no sales and income from operations in the first quarter of fiscal 2027.
Corporate
| Three Months Ended September 30, |
% |
|||||||||||
| (In thousands, except percentages) |
2026 |
2025 |
Change |
|||||||||
| Income from operations: |
||||||||||||
| Corporate |
$ | 13,030 | $ | 9,940 | 31.1 | % | ||||||
| Loss on sale of business |
900 | - | 100.0 | % | ||||||||
| Deal related costs |
375 | 433 | (13.4 | %) | ||||||||
| Restructuring costs |
1,029 | 5,997 | (82.8 | %) | ||||||||
Corporate expenses in the first quarter of fiscal year 2027 increased as compared to the prior year period primarily due to increase in variable compensation, employee medical costs and professional fees.
The loss on sale of business, restructuring costs and deal related costs have been discussed above in the Company Overview.
Discontinued Operations
In pursuing our business strategy, we may divest certain businesses. Future divestitures may be classified as discontinued operations based on their strategic significance to the Company. Net loss from discontinued operations was approximately $0.1 million for the three months ended September 30, 2026 and 2025. Activity related to discontinued operations is as follows (in thousands):
| Three Months Ended September 30, |
||||||||
| 2026 |
2025 |
|||||||
| (Loss) before taxes |
$ | (82 | ) | $ | (37 | ) | ||
| Benefit for taxes |
21 | 10 | ||||||
| Net (loss) from discontinued operations |
$ | (61 | ) | $ | (27 | ) | ||
Liquidity and Capital Resources
At September 30, 2026, our total cash balance was $116.8 million, of which $94.3 million was held by foreign subsidiaries. The amount and timing of cash repatriation is dependent upon foreign exchange rates and each business unit’s operational needs including requirements to fund working capital, capital expenditures, and jurisdictional tax payments. 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.
Cash flow
Net cash provided by continuing operating activities for the three months ended September 30, 2026, was $15.7 million compared to net cash provided by continuing operating activities of $16.8 million in the prior year period. We generated $38.2 million from income statement activities and used $22.4 million of cash to fund working capital and other balance sheet increases. Cash flow used in investing activities for the three months ended September 30, 2026 totaled $6.6 million and consisted primarily of cash used for capital expenditures. Cash used for financing activities for the three months ended September 30, 2026 totaled $71.5 million and consisted primarily of the purchase of non-controlling interests of $64.0 million, cash paid for dividends of $4.0 million, and treasury stock related taxes of $4.3 million.
Net cash provided by continuing operating activities for the three months ended September 30, 2025, was $16.8 million. We generated $26.3 million from income statement activities and used $9.5 million of cash to fund working capital and other balance sheet increases. Cash flow used in investing activities for the three months ended September 30, 2025 totaled $6.4 million and consisted primarily of cash used for capital expenditures. Cash used for financing activities for the three months ended September 30, 2025 totaled $15.5 million and consisted primarily of repayments of borrowings of $8.0 million, cash paid for dividends of $3.8 million, treasury stock related taxes of $3.7 million and activity under share-based payment plans of $1.1 million.
Under the terms of the Credit Facility, we pay interest on borrowed amounts based on a variable rate of interest and a credit spread based on quarterly reported leverage and a commitment fee on unused amounts under the facility. The amount of the commitment fee depends upon both the undrawn amount remaining available under the facility and the Company's funded debt to EBITDA (as defined in the agreement) ratio at the last day of each quarter.
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, are maintained), and other general corporate purposes.
As of September 30, 2026, we used $3.1 million against the letter of credit sub-facility and had the ability to borrow $168.5 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. Current financial covenants under the facility are as follows:
Interest Coverage Ratio We are required to maintain a ratio of Earnings Before Interest and Taxes, as Adjusted (“Adjusted EBIT per the Credit Facility”), to interest expense for the trailing twelve months of at least 2.75:1. Adjusted EBIT per the Credit Facility specifically excludes extraordinary and certain other defined items such as cash restructuring and deal related charges up to the lower of $20.0 million or 10% of EBITDA. The facility also allows for unlimited non-cash charges including purchase accounting and goodwill adjustments. At September 30, 2026, the Interest Coverage Ratio was 5.47:1.
Leverage Ratio The ratio of funded debt to trailing twelve month Adjusted EBITDA per the Credit Facility, calculated as Adjusted EBIT per the Credit Facility plus depreciation and amortization, may not exceed 3.5:1. Under certain circumstances in connection with a Material Acquisition (as defined in the Facility), the Facility allows for the leverage ratio to go as high as 4.0:1 for a four-fiscal quarter period. At September 30, 2026, the leverage ratio was 2.34:1.
As of September 30, 2026, we had borrowings under our facility of $518.1 million. In order to manage our interest rate exposure on these borrowings, we are party to $225 million of active floating to fixed rate swaps. These swaps convert our interest payments from SOFR to a weighted average fixed rate of 3.48%. The effective rate of interest for our outstanding borrowings, including the impact of the interest rate swaps, was 5.49%.
Our primary cash requirements in addition to day-to-day operating needs include interest payments, capital expenditures, acquisitions, and dividends. Our primary sources of cash for these requirements are cash flows from continuing operations and borrowings under the facility. We expect fiscal year 2027 capital spending to be between $45.0 million and $55.0 million. We expect that fiscal year 2027 depreciation and amortization expense will be between $18.0 million and $20.5 million and $10.5 million and $12.5 million, respectively.
The following table sets forth our capitalization:
| (In thousands) |
September 30, 2026 |
June 30, 2026 |
||||||
| Long-term debt |
$ | 518,058 | $ | 517,950 | ||||
| Less cash and cash equivalents |
(116,840 | ) | (178,734 | ) | ||||
| Net (cash) debt |
401,218 | 339,216 | ||||||
| Total stockholders' equity |
777,773 | 755,214 | ||||||
| Total capitalization |
$ | 1,178,991 | $ | 1,094,430 | ||||
During the first quarter of fiscal 2027, we entered into a lease agreement for a new manufacturing facility in Missouri City, Texas. The initial lease term is approximately 10 years and is expected to commence upon substantial completion of the facility, which is currently under construction. The lease provides for aggregate base rental payments of approximately $24.1 million over the initial lease term and includes two five-year renewal options.
We sponsor a number of defined benefit and defined contribution retirement plans. The U.S. pension plan is frozen for substantially 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.
The fair value of our U.S. defined benefit pension plan assets was $140.2 million at September 30, 2026, as compared to $149.7 million at the most recent measurement date, which occurred as of June 30, 2026. The next measurement date to determine plan assets and benefit obligations will be on June 30, 2027.
Contributions of $0.2 million and $1.3 million were made during the three months ended September 30, 2026 and 2025, respectively. We expect to pay $4.8 million in contributions to our defined benefit plans during the remainder of fiscal year 2027 comprising of $4.6 million and $0.2 million to our unfunded defined benefit plans in the U.S. and Germany, respectively. There are no required contributions to the plans in Japan or the U.K. Any subsequent plan contributions will depend on the results of future actuarial valuations.
We have an insurance program in place to fund supplemental retirement income benefits for two retired executives. Current executives and new hires are not eligible for this program. At September 30, 2026, the underlying policies had a cash surrender value of $7.1 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.
Other Matters
Middle East – The ongoing conflict and broader geopolitical instability in the Middle East, especially as it relates to the availability of the Strait of Hormuz, could have an adverse impact on certain portions of our supply chain which could negatively impact sales and operating income.
Tariff – Several of our segments may be impacted by ongoing tariff announcements. While we cannot predict the impact of potential new tariffs on global trade and economic growth, our regional presence, strong customer relationships, and our disciplined approach to pricing and productivity actions position us well to manage through these challenges. We monitor the regulatory environment and continue to make adjustments whenever it is deemed necessary. Most of our supply chain is strategically located to service regional demand. We plan to continue to invest in our key strategic growth priorities while closely managing our cost structure and driving productivity and pricing actions and seeking alternate sources of supply to further reduce the impact of tariffs as appropriate.
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. Our ability to control worker compensation insurance medical cost inflation is dependent upon our ability to manage claims and purchase insurance coverage to limit the maximum exposure for us. Each of our segments is subject to the effects of changing raw material costs caused by the underlying commodity price movements. 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. 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. 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, Mexican Peso, Chinese Yuan and Indian Rupee.
Defined Benefit Pension Plans – We record expenses related to these plans based upon various actuarial assumptions such as discount rates, mortality rates, and assumed rates of returns. Our pension plan is frozen for substantially all eligible U.S. employees and participants in the plan have ceased accruing future benefits.
Environmental Matters – To the best of our knowledge, we believe that we are presently in substantial compliance with all existing applicable environmental laws and regulations and do not anticipate any instances of non-compliance that will have a material effect on our future capital expenditures, earnings or competitive position.
Seasonality – We are a diversified business with generally low levels of seasonality.
Employee Relations – We have labor agreements with several union locals in the United States and several European employees belong to European trade unions.
Critical Accounting Policies
The condensed consolidated financial statements include the accounts of Standex International Corporation and all of its subsidiaries. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and assumptions in certain circumstances that affect amounts reported in the accompanying condensed consolidated financial statements. Although we believe that materially different amounts would not be reported due to the accounting policies adopted, the application of certain accounting policies involves the exercise of judgment and use of assumptions as to future uncertainties and, as a result, actual results could differ from these estimates. Our Annual Report on Form 10-K for the year ended June 30, 2026 lists a number of accounting policies which we believe to be the most critical.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Risk Management
We are exposed to market risks from changes in interest rates, commodity prices and changes in foreign currency exchange. To reduce these risks, we selectively use, from time to time, financial instruments and other proactive management techniques. We have internal policies and procedures that place financial instruments under the direction of the Treasurer and restrict all derivative transactions to those intended for hedging purposes only. The use of financial instruments for trading purposes (except for certain investments in connection with the non-qualified defined contribution plan) or speculation is strictly prohibited. No majority-owned subsidiaries are excluded from the consolidated financial statements. Further, we have no interests in or relationships with any special purpose entities.
Exchange Rate Risk
We are exposed to both transactional risk and translation risk associated with exchange rates. The transactional risk is mitigated, in large part, by natural hedges developed with locally denominated debt service on intercompany accounts and the fact that most of our foreign currency sales are transacted in their functional currency. We also mitigate certain of our foreign currency exchange rate risks by entering into forward foreign currency contracts from time to time. The contracts are used as a hedge against anticipated foreign cash flows, such as loan payments, customer remittances, and materials purchases, and are not used for trading or speculative purposes. The fair values of the forward foreign currency exchange contracts are sensitive to changes in foreign currency exchange rates, as an adverse change in foreign currency exchange rates from market rates would decrease the fair value of the contracts. However, any such losses or gains would generally be offset by corresponding gains and losses, respectively, on the related hedged asset or liability. At September 30, 2026 the fair value, in the aggregate, of our open foreign exchange contracts was an asset of $0.2 million.
Our primary translation risk is with the Euro, British Pound Sterling, Peso, Japanese Yen, Indian Rupee and Chinese Yuan. A hypothetical 10% appreciation or depreciation of the value of any of these foreign currencies to the U.S. Dollar at September 30, 2026, would not result in a material change in our operations, financial position, or cash flows. We hedge our most significant foreign currency translation risks primarily through cross currency swaps and other instruments, as appropriate.
Interest Rate Risk
Our effective interest rate on borrowings was 5.49% at September 30, 2026. Our interest rate exposure is limited primarily to interest rate changes on our variable rate borrowings (currently based on a rolling 1-month SOFR) and is partially mitigated by our use of an interest rate swap agreement to modify our exposure to interest rate movements. At September 30, 2026, we have $225 million of active floating to fixed rate swaps with terms through August 2028. These swaps convert our interest payments from a SOFR-based rate to a fixed rate of 3.48% on $225 million of debt. At September 30, 2026, the fair value, in the aggregate, of the interest rate swaps was an asset of $5.0 million. A 25-basis point increase in interest rates would increase our annual interest expense by approximately $0.1 million.
Concentration of Credit Risk
We have a diversified customer base. As such, the risk associated with concentration of credit risk is inherently minimized. As of September 30, 2026, no one customer accounted for more than 5% of our consolidated outstanding receivables or of our sales.
Commodity Prices
We are exposed to fluctuating market prices for all commodities used in our manufacturing processes. Each of our segments is subject to the effects of changing raw material costs caused by the underlying commodity price movements. In general, we do not enter into purchase contracts that extend beyond one operating cycle. While we consider our relationship with our suppliers to be good, there can be no assurances that we will not experience any supply shortage.
The Electronics, Aerospace & Defense and Engraving and Hydraulics segments are 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.
ITEM 4. CONTROLS AND PROCEDURES
At the end of the period covered by this Report, the management of the Company, including the Chief Executive Officer and the Chief Financial Officer, evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (“Exchange Act”)). Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of September 30, 2026 in ensuring that the information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's ("SEC") rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
There was no change in the Company's internal control over financial reporting during the quarterly period ended September 30, 2026 that has materially affected or is reasonably likely to materially affect the Company's internal control over financial reporting.
PART II. OTHER INFORMATION
Unregistered Sales of Equity Securities and Use of Proceeds
| (c) |
The following table provides information about purchases by the Company of equity securities that are registered by the Company pursuant to Section 12 of the Exchange Act: |
| Issuer Purchases of Equity Securities(1) |
| Quarter Ended September 30, 2026 |
| 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 |
||||||||||||
| July 1, 2026 - July 31, 2026 |
107 | $ | 315.58 | 107 | 23,444 | |||||||||||
| August 1, 2026 - August 31, 2026 |
13,702 | 310.28 | 13,702 | 19,193 | ||||||||||||
| September 1, 2026 - September 30, 2026 |
- | - | - | 19,193 | ||||||||||||
| Total |
13,809 | 310.32 | 13,809 | |||||||||||||
| (1) | The Company has a Stock Buyback Program (the “Program”) which was originally announced on January 30, 1985. As of September 30, 2026, approximately $19.2 million remained available under the Program's then-existing authorization. On October 27, 2026, the Board of Directors authorized the repurchase of up to $100 million of the Company's common stock, replacing and superseding the remaining prior authorization. Under the Program, purchases may be made from time to time on the open market, including through 10b5-1 trading plans, or through privately negotiated transactions, block transactions, or other techniques in accordance with prevailing market conditions and the requirements of the Securities and Exchange Commission. The Board's authorization is open-ended and does not establish a timeframe for the purchases. 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. |
Except as set forth below, of our directors or executive officers adopted or terminated a Rule 10b5-1 trading arrangement or adopted or terminated a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the quarter ended September 30, 2026.
| NAME AND TITLE OF SELLER | DATE OF PLAN ADOPTION | CHARACTER OF TRADING AGREEMENT | AGGREGATE NUMBER OF SHARES OF COMMON STOCK TO BE PURCHASED OR SOLD | DURATION | OTHER MATERIAL TERMS | DATE TERMINATED | ||||||
|
|
| Rule -1 Trading Plan | | (1) | Sales are to be made commencing January 4, 2027, in eleven equal monthly tranches of 40 shares, subject to a $300 per-share limit price. | N/A |
(1) The plan terminates on the earliest to occur of (i) November 5, 2027, (ii) execution of all trades or expiration of all orders relating to such trades, or (iii) certain other termination events specified in the plan.
| (a) |
Exhibits |
| Incorporated |
||||
| Exhibit |
by Reference |
Filed |
||
| Number |
Exhibit Description |
Form |
Date |
Herewith |
| 10.1 | Nonstatutory Premium-Priced Stock Option Agreement | X | ||
| 10.2 | Offer Letter dated October 13, 2026 between Standex International Corporation and Samantha L. Stoddard | 8-K | 10/13/2026 | |
| 31.1 |
Principal Executive Officer’s Certification Pursuant to Rule 13a-14(a)/15d-14(a) and Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | X |
||
| 31.2 |
Principal Financial Officer’s Certification Pursuant to Rule 13a-14(a)/15d-14(a) and Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | X |
||
| 32 | Principal Executive Officer and Principal Financial Officer Certifications Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | X | ||
| 101 |
The following materials from this Quarterly Report on Form 10-Q, formatted in Inline Extensible Business Reporting Language (iXBRL): (i) Unaudited Condensed Consolidated Balance Sheets, (ii) Unaudited Condensed Consolidated Statements of Operations, (iii) Unaudited Condensed Consolidated Statements of Comprehensive Income (loss), (iv) Unaudited Condensed Consolidated Statements of Redeemable Noncontrolling Interest and Stockholders' Equity, (v) Unaudited Condensed Consolidated Statements of Cash Flows, and (vi) Notes to Unaudited Condensed Consolidated Financial Statements. | X |
||
| 104 |
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
X |
||
ALL OTHER ITEMS ARE INAPPLICABLE
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
|
|
STANDEX INTERNATIONAL CORPORATION |
|
|
|
|
| Date: |
October 30, 2026 | /s/ ADEMIR SARCEVIC |
|
|
|
Ademir Sarcevic |
|
|
|
Vice President/Chief Financial Officer |
|
|
|
(Principal Financial & Accounting Officer) |
|
|
|
|
| Date: |
October 30, 2026 | /s/ DANIELLE RANGEL |
|
|
|
Danielle Rangel |
| Vice President/Chief Accounting Officer | ||
Exhibit 10.1
STANDEX INTERNATIONAL CORPORATION
NONSTATUTORY STOCK OPTION AGREEMENT
UNDER THE STANDEX INTERNATIONAL CORPORATION
AMENDED AND RESTATED 2018 OMNIBUS INCENTIVE PLAN
(Premium-Priced Stock Option)
Name of Optionee: ____________________________
No. of Option Shares: ____________________________
Option Exercise Price per Share: $_______ (110% of the Fair Market Value of a Share on the Grant Date)
Grant Date: ____________________________
Expiration Date: ____________________________ (the tenth (10th) anniversary of the Grant Date)
Pursuant to the Standex International Corporation Amended and Restated 2018 Omnibus Incentive Plan (the “Plan”), Standex International Corporation, a Delaware corporation (the “Company”), hereby grants to the Optionee named above a nonstatutory stock option (the “Stock Option”) to purchase, on or prior to the Expiration Date specified above, all or part of the number of shares of Common Stock, par value $1.50 per share, of the Company (the “Stock”) specified above, at the Option Exercise Price per Share specified above (which is not less than 110% of the Fair Market Value of a Share of Stock on the Grant Date), subject to the terms and conditions set forth in this Agreement and in the Plan and administered by the Compensation Committee of the Board of Directors of the Company (the “Committee”). This Stock Option is granted as a one-time award and is in addition to, and not in replacement or reduction of, any other annual or long-term incentive compensation for which the Optionee may otherwise be eligible.
1. Vesting Schedule. No portion of this Stock Option may be exercised until such portion shall have vested. Subject to the Optionee’s continued employment with the Company or a Subsidiary through the applicable vesting date, this Stock Option shall vest and become exercisable with respect to the following number of Option Shares on the dates indicated so long as the Optionee remains employed by the Company or a Subsidiary on such dates:
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Number of Option Shares Vesting |
Vesting Date |
|
25% of the Option Shares |
First anniversary of the Grant Date |
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25% of the Option Shares |
Second anniversary of the Grant Date |
|
25% of the Option Shares |
Third anniversary of the Grant Date |
|
25% of the Option Shares |
Fourth anniversary of the Grant Date |
To the extent vested and exercisable, this Stock Option shall continue to be exercisable at any time or times prior to the close of business on the Expiration Date, subject to the provisions hereof and of the Plan.
2. Manner of Exercise. From time to time on or prior to the Expiration Date, the Optionee may exercise this Stock Option by giving written notice to the Committee (or its delegate) of the Optionee’s election to purchase some or all of the Option Shares exercisable at the time of such notice. This notice shall specify the number of Option Shares to be purchased.
(a) Payment of the Option Exercise Price for the Option Shares may be made by one or more of the following methods: (i) in cash or by certified or bank check or other instrument acceptable to the Committee; (ii) through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Committee; (iii) by the Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company to pay the Option Exercise Price, provided that the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Committee shall prescribe as a condition of such payment procedure; (iv) with the consent of the Committee, by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the Option Exercise Price (and the Optionee shall make a cash payment equal to the difference between the Fair Market Value of such shares and the Option Exercise Price); or (v) a combination of (i), (ii), (iii) and (iv) above. Payment instruments will be received subject to collection.
(b) The shares of Stock purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of the Company or of the transfer agent upon compliance to the satisfaction of the Committee with all requirements under applicable laws or regulations in connection with such transfer and with the requirements hereof and of the Plan. The determination of the Committee as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company or the transfer agent shall have transferred the shares to the Optionee, and the Optionee’s name shall have been entered as the stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of Stock.
(c) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date.
3. Termination of Employment; Change in Control. If the Optionee’s employment with the Company and its Subsidiaries terminates, or a Change in Control occurs, this Stock Option shall be treated as set forth below.
(a) Death or Disability. If the Optionee’s employment with the Company and its Subsidiaries terminates by reason of the Optionee’s death or Disability, this Stock Option shall immediately become fully vested and exercisable in full, and may thereafter be exercised by the Optionee (or, in the case of the Optionee’s death, the Optionee’s legal representative or legatee) for a period of twelve (12) months from the date of such termination or until the close of business on the Expiration Date, if earlier. For purposes hereof, unless otherwise provided in an employment or service agreement between the Company or a Subsidiary and the Optionee, “Disability” shall mean that the Optionee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to last for a continuous period of not less than twelve (12) months, as determined in accordance with Section 22(e)(3) of the Internal Revenue Code of 1986, as amended.
(b) Retirement. If the Optionee’s employment with the Company and its Subsidiaries terminates by reason of the Optionee’s Retirement (as defined in the Plan), then (i) any portion of this Stock Option that has not vested as of the date of such termination shall be immediately and automatically forfeited and cancelled without consideration, and (ii) any portion of this Stock Option that is vested and exercisable as of the date of such termination shall remain outstanding and may be exercised by the Optionee at any time or times prior to the close of business on the Expiration Date.
(c) Other Termination Without Cause. If the Optionee’s employment with the Company and its Subsidiaries is terminated voluntarily by the Optionee or involuntarily by the Company or a Subsidiary, in either case other than for Cause and other than by reason of the Optionee’s Retirement, death, or Disability, then (i) any portion of this Stock Option that has not vested as of the date of such termination shall be immediately and automatically forfeited and cancelled without consideration, and (ii) any portion of this Stock Option that is vested and exercisable as of the date of such termination shall remain outstanding and may be exercised by the Optionee for a period of three (3) months from the date of such termination or until the close of business on the Expiration Date, if earlier.
(d) Termination for Cause. If the Optionee’s employment with the Company or a Subsidiary is terminated for Cause, this Stock Option, whether or not then vested or exercisable, shall be immediately and automatically forfeited in its entirety and cancelled without consideration, effective as of the date of such termination. For purposes hereof, “Cause” shall mean, unless otherwise provided in an employment or service agreement between the Company or a Subsidiary and the Optionee, (i) any material breach by the Optionee of any agreement between the Optionee and the Company or a Subsidiary; (ii) the conviction of, indictment for, or plea of nolo contendere by the Optionee to a felony or a crime involving moral turpitude; or (iii) any material misconduct or willful and deliberate non-performance by the Optionee of the Optionee’s duties to the Company or a Subsidiary.
(e) Change in Control. The treatment of this Stock Option upon a Change in Control (as defined in the Plan) shall be governed by Section 13 of the Plan. Except to the extent that this Stock Option is continued, assumed, or replaced with a Replacement Award (as defined in the Plan) in connection with a Change in Control in accordance with Section 13(c) of the Plan, upon a Change in Control this Stock Option, to the extent not then vested, shall immediately become fully vested and exercisable in accordance with Section 13(a)(ii) of the Plan, subject to the Committee’s right to cancel this Stock Option and pay the Optionee the cash value thereof as provided in Section 13(a)(ii) of the Plan. If this Stock Option is continued, assumed, or replaced with a Replacement Award in connection with a Change in Control, such Replacement Award shall become fully vested and exercisable if the Optionee’s employment with the Company or a Subsidiary is involuntarily terminated other than for Cause at any time following such Change in Control, as provided in Section 13(c)(ii) of the Plan.
The Committee’s determination of the reason for termination of the Optionee’s employment, and of the occurrence and timing of any Change in Control, shall be conclusive and binding on the Optionee and the Optionee’s representatives or legatees.
4. Incorporation of Plan; Controlling Document. This Agreement is granted under and is expressly subject to and governed by all the terms and conditions of the Plan, including the powers of the Committee set forth therein, whether or not such terms and conditions are set forth in this Agreement. In the event of any conflict between the terms of this Agreement and those of the Plan, the terms of the Plan shall control. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings given to them in the Plan. The terms of this Agreement and the Plan shall be determined conclusively by the Committee, which shall have full discretionary authority to interpret the terms of this Agreement and the Plan.
5. Transferability. This Agreement is personal to the Optionee, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and distribution. This Stock Option is exercisable, during the Optionee’s lifetime, only by the Optionee, and thereafter, only by the Optionee’s legal representative or legatee.
6. Non-Compete/Non-Solicitation. In consideration of the Stock Option granted hereunder, the Optionee shall not during the course of employment for the Company and for a period of one (1) year subsequent to termination of employment for any reason, or such longer period of time as set forth in an employment agreement or any other agreement between the Optionee and the Company, (the “Restrictive Period”), either individually or in partnership or in conjunction with any other person or persons, firm, association, syndicate, company, corporation or any other business entity, as principal, agent, director, officer, employee, investor or in any other manner whatsoever, directly or indirectly, own, manage, operate, control, be employed by, be engaged in, be interested in or advise any business entity or person, carrying on, engaged in, interested in or concerned with, any business activities anywhere in the world that reasonably compete with those business activities in which the Optionee was engaged on behalf of the Company (whether directly or indirectly) at any time during the twelve (12) months prior to separation from the Company (the “Restricted Activities”). The Optionee shall also not during the Restrictive Period contact any customers or former customers of the Company, in any manner, for the purpose of soliciting or accepting any business that competes with the Restricted Activities, or request, induce or advise any customers of the Company to withdraw, curtail or cancel their respective business with the Company. In addition, the Optionee shall not during the Restrictive Period contact any employees of the Company for the purpose of inducing or otherwise encouraging said employees to leave their employment with the Company. The Optionee hereby confirms that all restrictions and affirmative obligations contained in this Section 6 are reasonable, valid and necessary to protect the Company’s legitimate business interests and the Optionee hereby waives all defenses to the strict enforcement thereof by the Company. The Company agrees that the provisions of this Section 6 shall not prevent the Optionee from purchasing as a passive investor up to two percent (2%) of the outstanding publicly traded shares or other securities of any class of stock listed on a stock exchange.
7. Tax Withholding. To the extent that withholding is required under applicable law, the Optionee shall, not later than the date as of which the exercise of this Stock Option becomes a taxable event for federal income tax purposes, pay to the Company or make arrangements satisfactory to the Committee for payment of any federal, state, and local taxes required by law to be withheld on account of such taxable event. The Company shall have the authority to cause any required tax withholding obligation to be satisfied, in whole or in part, by (i) withholding from shares of Stock to be issued to the Optionee a number of shares of Stock with an aggregate Fair Market Value that would satisfy the withholding amount due; or (ii) causing its transfer agent to sell from the number of shares of Stock to be issued to the Optionee, the number of shares of Stock necessary to satisfy the federal, state and local taxes required by law to be withheld from the Optionee on account of such taxable event.
8. No Obligation to Continue Employment. Neither the Company nor any Subsidiary is obligated by or as a result of the Plan or this Agreement to continue the Optionee’s employment with the Company or a Subsidiary, and neither the Plan nor this Agreement shall interfere in any way with the right of the Company or any Subsidiary to terminate the Optionee’s employment at any time.
9. Integration. This Agreement and the Plan constitute the entire agreement between the parties with respect to this Stock Option and supersede all prior agreements and discussions between the parties concerning this Stock Option.
10. Data Privacy Consent. In order to administer the Plan and this Agreement and to implement or structure future equity grants, the Company, its subsidiaries and affiliates and certain agents thereof (together, the “Relevant Companies”) may process any and all personal or professional data, including but not limited to Social Security or other identification number, home address and telephone number, date of birth and other information that is necessary or desirable for the administration of the Plan and/or this Agreement (the “Relevant Information”). By entering into this Agreement, the Optionee (i) authorizes each Relevant Company to collect, process, register and transfer to each other Relevant Company all Relevant Information; (ii) waives any privacy rights the Optionee may have with respect to the Relevant Information; (iii) authorizes the Relevant Companies to store and transmit such information in electronic form; and (iv) authorizes the transfer of the Relevant Information to any jurisdiction which a Relevant Company considers appropriate. The Optionee shall have access to, and the right to change, the Relevant Information. Relevant Information will only be used in accordance with applicable law.
11. Notices. Any notice required to be given under the terms of this Agreement shall be mailed or delivered to the Company at its principal place of business and shall be mailed or delivered to the Optionee at the address on file with the Company or, in either case, at such other address as one party may subsequently furnish to the other party in writing.
This Stock Option has been granted by the Company pursuant to the Plan and as duly authorized by the Compensation Committee of the Board of Directors of the Company. The undersigned Optionee hereby acknowledges receipt of this Agreement and agrees to the terms and conditions set forth herein and in the Plan. Electronic acceptance of this Agreement pursuant to the Company's instructions to the Optionee (including through an online acceptance process) shall constitute the Optionee's signature and acceptance of this Agreement.
Dated: ____________________________
____________________________
Optionee’s Signature
Optionee’s name and address:
____________________________
____________________________
____________________________
EXHIBIT 31.1
RULE 13a-14(a) CERTIFICATION
I, David Dunbar, certify that:
|
1. |
I have reviewed this Quarterly Report on Form 10-Q of Standex International Corporation for the quarter ending September 30, 2026; |
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
|
4. |
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
|
(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
|
(b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
|
(c) |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
|
(d) |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
|
5. |
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
|
(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
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(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
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Date: |
/s/ David Dunbar
David Dunbar
President/Chief Executive Officer
EXHIBIT 31.2
RULE 13a-14(a) CERTIFICATION
I, Ademir Sarcevic, certify that:
|
1. |
I have reviewed this Quarterly Report on Form 10-Q of Standex International Corporation for the quarter ending September 30, 2026; |
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
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4. |
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
|
(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
|
(b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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(c) |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
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(d) |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
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5. |
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
|
(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
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(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
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Date: |
/s/ Ademir Sarcevic
Ademir Sarcevic
Vice President/Chief Financial Officer
EXHIBIT 32
Certification
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(18 U.S.C. Sec. 1350)
With Respect to the Standex International Corporation
Quarterly Report on Form 10-Q
For the Fiscal Quarter Ended September 30, 2026
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), the undersigned Chief Executive Officer and Chief Financial Officer respectively of Standex International Corporation, a Delaware corporation (the “Company”) do hereby certify that:
|
1. |
The Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2026 (the “Form 10-Q”) fully complies with the requirements of Section 13(a) or 15(d) as applicable, of the Securities Exchange Act of 1934, as amended; and |
|
2. |
Information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| Dated: October 30, 2026 |
/s/ David Dunbar
David Dunbar Chief Executive Officer |
| Dated: October 30, 2026 |
/s/ Ademir Sarcevic
Ademir Sarcevic Chief Financial Officer |