STANDEX INTERNATIONAL CORP/DE/

Previous wording

Net sales increased in the second quarter of fiscal year 2025 by $11.4 million or 6.4%, when compared to the prior year quarter. The recent acquisitions positively impacted sales by $27.2 million, or 15.3%. Organic sales decreased $14.7 million, or 8.2%, due to lower demand in the automotive end market in our Engraving and Electronics segments in North America and Europe, and continued softness in general industrial end markets in North America. These decreases were partially offset by favorable project timing in our Engineering Technologies segment. Organic sales in the second quarter of fiscal year 2025 included $22.3 million attributed to fast growth markets. Foreign currency negatively impacted sales by $1.2 million, or 0.7%.

Current wording

Net sales increased in the third quarter of fiscal year 2025 by $30.5 million or 17.2%, when compared to the prior year quarter. The recent acquisitions positively impacted sales by $46.7 million, or 26.3%. Organic sales decreased $14.4 million, or 8.1%, due to lower demand in the automotive end market in our Engraving and Electronics segments in North America and Europe, and continued softness in general industrial end markets. These decreases were partially offset by favorable project timing in our Engineering Technologies segment. Organic sales in the third quarter of fiscal year 2025 included $60.4 million attributed to fast growth markets. Foreign currency negatively impacted sales by $1.7 million, or 1.0%.

Previous wording

Net sales decreased in the six months ended December 31, 2024 by $2.9 million or 0.8%, when compared to the prior year period. Organic sales decreased $35.8 million, or 9.9%, due to lower demand in the automotive end market our Engraving and Electronics segments in North America and Europe and continued softness in general industrial end markets in North America. These decreases were partially offset by strong demand and favorable project timing in our Engineering Technologies segment. Organic sales in the first six months of fiscal year 2025 included $42.1 million attributed to fast growth markets. The recent acquisitions positively impacted sales by $34.2 million, or 9.4%. Foreign currency negatively impacted sales by $1.3 million, or 0.4%.

Current wording

Net sales decreased in the nine months ended March 31, 2025 by $27.6 million or 5.1%, when compared to the prior year period. Organic sales decreased $50.2 million, or 9.3%, due to lower demand in the automotive end market our Engraving and Electronics segments in North America and Europe and continued softness in general industrial end markets. These decreases were partially offset by strong demand and favorable project timing in our Engineering Technologies segment. Organic sales in the first nine months of fiscal year 2025 included $123.1 million attributed to fast growth markets. The recent acquisitions positively impacted sales by $80.9 million, or 15.0%. Foreign currency negatively impacted sales by $3.1 million, or 0.6%.

Previous wording

Gross profit in the second quarter of fiscal year 2025 decreased to $71.4 million, or a gross margin of 37.6% as compared to $71.7 million, or a gross margin of 40.2%, in the second quarter of fiscal year 2024. Gross profit was impacted by the organic sales decreases, $6.2 million in purchase accounting expenses in connection with our recent acquisitions and approximately $2.1 million of net inflationary impacts in the areas of labor and materials, partially offset by productivity initiatives and contribution from recent acquisitions.

Current wording

Gross profit in the third quarter of fiscal year 2025 increased to $82.4 million, or a gross margin of 39.7% as compared to $68.3 million, or a gross margin of 38.5%, in the third quarter of fiscal year 2024. Gross profit was impacted by the organic sales decreases, $2.2 million in purchase accounting expenses in connection with our recent acquisitions and approximately$1.6 million of net inflationary impacts in the areas of labor and materials, partially offset by productivity initiatives and contribution from recent acquisitions.

Previous wording

Gross profit in the six months ended December 31, 2024 decreased to $141.5 million or a gross margin of 39.3% as compared to $144.3 million or a gross margin of 39.7% in the six months ended December 31, 2023. Gross profit was impacted by the organic sales decreases, $6.2 million in purchase accounting expenses in connection with our recent acquisitions and approximately $3.6 million of net inflationary impacts in the areas of labor and materials, partially offset by productivity initiatives and contribution from recent acquisitions.

Current wording

Gross profit in the nine months ended March 31, 2025 increased to $223.9 million or a gross margin of 39.4% as compared to $212.5 million or a gross margin of 39.3% in the nine months ended March 31, 2024. Gross profit was impacted by the organic sales decreases, $20.4 million in purchase accounting expenses in connection with our recent acquisitions and approximately $5.2 million of net inflationary impacts in the areas of labor and materials, partially offset by productivity initiatives and contribution from recent acquisitions.

Previous wording

Selling, General, and Administrative (“SG&A”) expenses for the second quarter of fiscal year 2025 were $45.7 million, or 24.1% of sales, compared to $43.3 million, or 24.3% of sales, during the prior year quarter.

Current wording

Selling, General, and Administrative (“SG&A”) expenses for the third quarter of fiscal year 2025 were $52.0 million, or 25.1% of sales, compared to $41.8 million, or 23.6% of sales, during the prior year quarter.

Previous wording

Selling, General, and Administrative (“SG&A”) expenses for the six months ended December 31, 2024 were $88.7 million, or 24.6% of sales, compared to $86.9 million, or 23.9% of sales, during the prior year period. The increase in SG&A expenses during the relevant periods primarily results from the impact of the recent acquisitions.

Current wording

Selling, General, and Administrative (“SG&A”) expenses for the nine months ended March 31, 2025 were $140.7 million, or 24.8% of sales, compared to $128.6 million, or 23.8% of sales, during the prior year period. The increase in SG&A expenses during the relevant periods primarily results from the impact of the recent acquisitions.

Previous wording

We incurred restructuring expenses of $0.9 million in the second quarter of fiscal year 2025, and $2.0 million in the first six months of fiscal year 2025 primarily related to facility closures and global headcount reductions within our Engraving segment.

Current wording

We incurred restructuring expenses of $2.0 million in the third quarter of fiscal year 2025, and $4.0 million in the first nine months of fiscal year 2025 primarily related to facility closures and global headcount reductions within our Engraving and Electronics segments.

Previous wording

We expect to incur restructuring costs of approximately $3.0 million throughout the remainder of fiscal year 2025, as we continue to focus our efforts to reduce costs and improve productivity across our businesses.

Current wording

We expect to incur restructuring costs of approximately$1.0 million throughout the remainder of fiscal year 2025, as we continue to focus our efforts to reduce costs and improve productivity across our businesses.

Previous wording

We incurred acquisition related expenses of $16.4 million in the second quarter of fiscal year 2025 and $18.2 million in the first six months of fiscal year 2025. Acquisition related expenses typically consist of due diligence, advisory, legal, integration, and valuation expenses incurred in connection with recent or pending acquisitions.

Current wording

We incurred acquisition related expenses of $2.2 million in the third quarter of fiscal year 2025 and $20.4 million in the first nine months of fiscal year 2025. Acquisition related expenses typically consist of due diligence, advisory, legal, integration, and valuation expenses incurred in connection with recent or pending acquisitions.

Previous wording

Income from operations for the second quarter of fiscal year 2025 was $8.5 million, compared to $25.8 million during the prior year quarter. The decrease of $17.4 million, or 67.2%, is primarily due to lower organic sales and acquisition related costs. The decreases are partially offset by contributions from recent acquisitions and productivity improvement initiatives.

Current wording

Income from operations for the third quarter of fiscal year 2025 was $26.3 million, compared to $21.8 million during the prior year quarter. The increase of $4.4 million, or 20.2%, is primarily due to contributions from recent acquisitions and productivity improvement initiatives, partially offset by lower organic sales and acquisition related costs.

Previous wording

Income from operations for the six months ended December 31, 2024 was $32.6 million compared to $52.7 million during the prior year period. The decrease of $20.2 million or 38.3%, is primarily due to lower organic sales and acquisition related costs. The decreases are partially offset by contributions from recent acquisitions and productivity improvement initiatives.

Current wording

Income from operations for the nine months ended March 31, 2025 was $58.8 million compared to $74.6 million during the prior year period. The decrease of $15.8 million or 21.2%, is primarily due to lower organic sales and acquisition related costs. The decreases are partially offset by contributions from recent acquisitions and productivity improvement initiatives.

Previous wording

Interest expense for the second quarter of fiscal year 2025 was $5.6 million, a 447.1% increase from interest expense of $1.0 million during the prior year quarter. Interest expense for the six months ended December 31, 2024 was $6.6 million a 185.5% increase from interest expense of $2.3 million during the prior year period. Our effective interest rate for the six months ended December 31, 2024 was 6.00%.

Current wording

Interest expense for the third quarter of fiscal year 2025 was $8.4 million, an increase from interest expense of $0.9 million during the prior year quarter. Interest expense for the nine months ended March 31, 2025 was $14.9 million an increase from interest expense of $3.2 million during the prior year period. Our effective interest rate for the nine months ended March 31, 2025 was 6.00%.

Previous wording

The Company's effective tax rate from continuing operations for the second quarter of fiscal year 2025 and for the six months ended December 31, 2024 was 35.5% and 22.6% compared with 22.1% and 23.0% for the prior year quarter and prior year period, respectively. The tax rate was impacted in the current period by the following items: (i) a discrete tax benefit related to equity compensation, (ii) a discrete tax expense related to the write-off of foreign deferred tax assets, (iii) the jurisdictional mix of earnings, (iv) foreign withholding taxes and (v) federal research and development tax credits.

Current wording

The Company's effective tax rate from continuing operations for the third quarter of fiscal year 2025 and for the nine months ended March 31, 2025 was 29.6% and 1.1% compared with 21.4% and 22.5% for the prior year quarter and prior year period, respectively. The tax rate was impacted in the current period by the following items: (i) a discrete tax benefit related to the release of a previously recorded tax reserve for a one-time tax charge on historical foreign earnings, as the relevant statute of limitations expired during the quarter, (ii) the jurisdictional mix of earnings, (iii) foreign withholding taxes and (iv) federal research and development tax credits.

Previous wording

The tax rate was impacted in the prior period by the following items: (i) a discrete tax benefit related to equity compensation, (ii) the jurisdictional mix of earnings, (iii) foreign withholding taxes, and (iv) federal research and development tax credits.

Current wording

The tax rate was impacted in the prior period by the following items: (i) a discrete tax expense related to provision to return adjustments associated with federal research and development tax credits and the limitation on executive compensation, (ii) the jurisdictional mix of earnings and (iii) a discrete tax benefit related to foreign withholding taxes.

Previous wording

Total backlog realizable under one year increased $29.6 million, or 14.1%, to $238.9 million at December 31, 2024, from $209.3 million at December 31, 2023. The year over year increase is primarily driven by an additional $77.5 million in backlog for the recent acquisitions in the Electronics segment.

Current wording

Total backlog realizable under one year increased $50.7 million, or 25.5%, to $249.9 million at March 31, 2025, from $199.2 million at March 31, 2024. The year over year increase is primarily driven by an additional $71.6 million in backlog for the recent acquisitions in the Electronics and Engineering Technologies segments.

Previous wording

Net sales in the second quarter of fiscal year 2025 increased $16.5 million, or 20.8%, when compared to the prior year quarter. The recent acquisitions added $25.7 million, or 32.3%, in sales for the second quarter of fiscal year 2025. An organic sales decrease of $8.5 million, or 10.7% and foreign currency impacts of $0.7 million, or 0.9%, negatively affected net sales compared to the prior year quarter. The organic sales decline was due to softness in the automotive end markets in Europe and North America and in general industrial end markets.

Current wording

Net sales in the third quarter of fiscal year 2025 increased $30.9 million, or 38.4%, when compared to the prior year quarter. The recent acquisitions added $38.7 million, or 48.1%, in sales for the third quarter of fiscal year 2025. An organic sales decrease of $7.2 million, or 8.9%, and foreign currency impacts of $0.6 million, or 0.8%, negatively affected net sales compared to the prior year quarter. The organic sales decline was due to continued softness in the automotive end markets in Europe and North America and in general industrial end markets.

Previous wording

Income from operations in the second quarter of fiscal year 2025 increased by $1.5 million, or 9.9%, when compared to the prior year quarter. The operating income increase was the result of contributions from the recent acquisitions, productivity initiatives and product mix, partially offset by lower organic sales.

Current wording

Income from operations in the third quarter of fiscal year 2025 increased by $9.8 million, or 62.2%, when compared to the prior year quarter. The operating income increase was the result of contributions from the recent acquisitions, productivity initiatives and product mix, partially offset by lower organic sales.

Previous wording

Net sales in the six months ended December 31, 2024 increased $12.5 million, or 7.8%, when compared to the prior year period. The recent acquisitions added $32.7 million, or 20.3%, in net sales for the first six months of fiscal 2025. An organic sales decrease of $19.7 million, or 12.2%, and foreign currency impacts of $0.5 million, or 0.3%, negatively affected net sales compared to the prior year period. The organic sales decline was due to softness in the automotive end markets in Europe and North America and in general industrial end markets, and the effect of prior overstocking related to certain large customer accounts.

Current wording

Net sales in the nine months ended March 31, 2025 increased $43.4 million, or 18.0%, when compared to the prior year period. The recent acquisitions added $71.4 million, or 29.6%, in net sales for the first nine months of fiscal 2025. An organic sales decrease of $26.8 million, or 11.1%, and foreign currency impacts of $1.1 million, or 0.4%, negatively affected net sales compared to the prior year period. The organic sales decline was due to softness in the automotive end markets in Europe and North America and in general industrial end markets, and the effect of prior overstocking related to certain large customer accounts.

Previous wording

Income from operations in the six months ended December 31, 2024 increased by $2.3 million, or 7.0%, when compared to the prior year period. The operating income increase was the result of contributions from the recent acquisitions, productivity initiatives and product mix, partially offset by lower organic sales.

Current wording

Income from operations in the nine months ended March 31, 2025 increased by $12.0 million, or 25.1%, when compared to the prior year period. The operating income increase was the result of contributions from the recent acquisitions, productivity initiatives and product mix, partially offset by lower organic sales.

Previous wording

In the third quarter of fiscal year 2025, on a sequential basis, we expect significantly higher revenue, primarily driven by the Amran/Narayan Group acquisition and higher sales into fast growth end markets, and moderately higher operating margin, as contribution from the recent acquisitions and pricing and productivity initiatives are partially offset by higher investments in selling, marketing, and research and development.

Current wording

In the fourth quarter of fiscal year 2025, on a sequential basis, we expect slightly higher revenue and similar to slightly higher operating margin, primarily driven by contributions from the Amran/Narayan acquisition, higher sales into fast growth end markets, and price realizations, partially offset by higher tariff cost and continued strategic growth investments.

Previous wording

Income from operations in the second quarter of fiscal year 2025 decreased by $4.8 million, or 53.7%, when compared to the prior year quarter. The operating income decrease was driven by organic sales decreases due lower demand in North America and Europe, partially offset by the realization of previously announced productivity initiatives and restructuring actions.

Current wording

Income from operations in the third quarter of fiscal year 2025 decreased by $3.2 million, or 51.2%, when compared to the prior year quarter. The operating income decrease was driven by organic sales decreases due to lower demand, partially offset by the realization of previously announced productivity initiatives and restructuring actions.

Previous wording

Net sales in the six months ended December 31, 2024 decreased by $16.8 million, or 20.6%, when compared to the prior year period due to delays in new platform rollouts in North America and general market softness in Europe. Foreign currency negative impacts on net sales were $0.6 million, or 0.8%, when compared to the prior year period.

Current wording

Net sales in the nine months ended March 31, 2025 decreased by $22.5 million, or 19.1%, when compared to the prior year period. The decrease is primarily driven by delays in new platform rollouts in North America and general market softness.

Previous wording

Income from operations in the six months ended December 31, 2024 decreased by $6.6 million, or 39.7%, when compared to the prior year period primarily driven by lower demand in North America and Europe and project mix, partially offset by the realization of previously announced productivity initiatives and restructuring actions.

Current wording

Income from operations in the nine months ended March 31, 2025 decreased by $9.8 million, or 42.9%, when compared to the prior year period primarily driven by lower demand and project mix, partially offset by the realization of previously announced productivity initiatives and restructuring actions.

Previous wording

In the third quarter of fiscal year 2025, on a sequential basis, we expect slightly lower revenue due to project timing and slightly higher operating margin due to product mix.

Current wording

In the fourth quarter of fiscal year 2025, on a sequential basis, we expect slightly lower revenue and operating margin due to soft demand from academic and research institutions affected by NIH funding cuts and higher tariff costs.

Previous wording

Net sales in the second quarter of fiscal year 2025 increased by $2.8 million, or 13.9%, when compared to the prior year quarter. The organic sales increase of $2.9 million, or 14.5%, was driven by more favorable project timing in the space end market and sales growth from new products. Foreign currency negative impacts on net sales were $0.1 million, or 0.6%.

Current wording

Net sales in the third quarter of fiscal year 2025 increased by $7.3 million, or 36.2%, when compared to the prior year quarter, reflecting a $5.3 million, or 26.3%, benefit from the recent acquisition of McStarlite. The organic sales increase of $2.0 million, or 9.9%, was driven by more favorable project timing in the space end market and sales growth from new products.

Previous wording

Net sales in the six months ended December 31, 2024 increased by $5.1 million, or 13.3%, when compared to the prior year period. The organic sales increase of $5.3 million, or 13.9%, was driven by more favorable project timing in the space end market which helped to drive growth in new product development and new applications. Foreign currency negative impacts on net sales were $0.2 million, or 0.6%.

Current wording

Net sales in the nine months ended March 31, 2025 increased by $12.4 million, or 21.2%, when compared to the prior year period, reflecting a $5.3 million, or 9.1%, benefit from the recent acquisition. The organic sales increase of $7.3 million, or 12.5%, was driven by more favorable project timing in the space end market which helped to drive growth in new product development and new applications. Foreign currency negative impacts on net sales were $0.2 million, or 0.4%.

Previous wording

Net sales in the second quarter of fiscal year 2025 decreased by $0.6 million, or 2.9%, when compared to the prior year quarter. Organic sales for the group decreased $0.6 million, or 1.4%, as compared to the prior year quarter, reflecting softness in general market conditions in the Display Merchandising and Hydraulics businesses.

Current wording

Net sales in the third quarter of fiscal year 2025 decreased by $3.3 million, or 13.9%, when compared to the prior year quarter. Organic sales for the group decreased $3.3 million, or 14.6%, as compared to the prior year quarter, reflecting softness in general market conditions in the Display Merchandising and Hydraulics businesses.

Previous wording

Income from operations in the second quarter of fiscal year 2025 decreased $0.4 million, or 10.2%, when compared to the prior year quarter, due to lower volume in the Display Merchandising and Hydraulics businesses.

Current wording

Income from operations in the third quarter of fiscal year 2025 decreased $1.4 million, or 29.8%, when compared to the prior year quarter, due to lower volume in the Display Merchandising and Hydraulics businesses.

Previous wording

Net sales in the six months ended December 31, 2024 decreased by $5.4 million, or 11.2%, when compared to the prior year period. Organic sales for the group decreased $5.4 million, or 22.2%, as compared to the prior year period, reflecting softness in general market conditions in the Display Merchandising and Hydraulics businesses.

Current wording

Net sales in the nine months ended March 31, 2025 decreased by $8.7 million, or 12.1%, when compared to the prior year period. Organic sales for the group decreased $8.6 million, or 12.1%, as compared to the prior year period, reflecting softness in general market conditions in the Display Merchandising and Hydraulics businesses.

Previous wording

Income from operations in the six months ended December 31, 2024 decreased $2.5 million, or 25.8%, when compared to the prior year period, due to lower volume in the Display Merchandising and Hydraulics businesses.

Current wording

Income from operations in the nine months ended March 31, 2025 decreased $3.9 million, or 27.1%, when compared to the prior year period, due to lower volume in the Display Merchandising and Hydraulics businesses.

Previous wording

In the third quarter of fiscal year 2025, on a sequential basis, we expect slightly to moderately lower revenue and operating margin due to continued softness in the automotive end markets in North America and Europe and less favorable project timing in Asia due to the Chinese New Year. To address the continued softness in end markets served by this segment, we initiated additional restructuring actions that are projected to yield $4.0 million in annualized savings once fully implemented, starting in the fourth quarter of fiscal year 2025.

Current wording

In the fourth quarter of fiscal year 2025, on a sequential basis, we expect moderately higher revenue and operating margin.

Previous wording

In pursuing our business strategy, the Company may divest certain businesses. Future divestitures may be classified as discontinued operations based on their strategic significance to the Company. Net income (loss) from discontinued operations was less than $0.1 million for the three and six months ended December 31, 2024, respectively. Net income (loss) from discontinued operations was less than $0.3 million for the three and six months ended December 31, 2023, respectively.

Current wording

In pursuing our business strategy, the Company may divest certain businesses. Future divestitures may be classified as discontinued operations based on their strategic significance to the Company. Net income (loss) from discontinued operations was less than $0.1 million for the three and nine months ended March 31, 2025, respectively. Net income (loss) from discontinued operations was less than $0.5 million for the three and nine months ended March 31, 2024, respectively.

Previous wording

At December 31, 2024, our total cash balance was $121.1 million, of which $106.0 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 expenditure, 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.

Current wording

At March 31, 2025, our total cash balance was $109.8 million, of which $88.8 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 expenditure, 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.

Previous wording

Net cash provided by continuing operating activities for the six months ended December 31, 2024, was $26.7 million compared to net cash provided by continuing operating activities of $40.2 million in the prior year. We generated $39.3 million from income statement activities and used $7.9 million of cash to fund working capital and other balance sheet increases. Cash flow used in investing activities for the six months ended December 31, 2024 totaled $429.4 million and consisted of $419.7 million for the acquisition of businesses, net of cash acquired, $13.7 million used for capital expenditures offset by $3.5 million in life insurance proceeds and $0.4 million proceeds from sales of real estate and equipment. Cash used for financing activities for the six months ended December 31, 2024 totaled $370.1 million and consisted primarily of borrowings of $724.3 million, repayments of $339.1 million, $4.4 million in related financing fees, purchases of stock of $5.2 million and cash paid for dividends of $7.4 million.

Current wording

Net cash provided by continuing operating activities for the nine months ended March 31, 2025, was $36.2 million compared to net cash provided by continuing operating activities of $64.6 million in the prior year. We generated $75.0 million from income statement activities and used $32.7 million of cash to fund working capital and other balance sheet increases. Cash flow used in investing activities for the nine months ended March 31, 2025 totaled $493.3 million and consisted of $477.4 million for the acquisition of businesses, net of cash acquired, $19.8 million used for capital expenditures offset by $3.5 million in life insurance proceeds and $0.4 million proceeds from sales of real estate and equipment. Cash used for financing activities for the nine months ended March 31, 2025 totaled $411.4 million and consisted primarily of borrowings of $792.3 million, repayments of $362.1 million, cash paid for dividends of $11.2 million, purchases of stock of $5.2 million, and $4.4 million in related financing fees.

Previous wording

As of December 31, 2024, the Company used $3.2 million against the letter of credit sub-facility and had the ability to borrow $94.0 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. The Company’s current financial covenants under the facility are as follows:

Current wording

As of March 31, 2025, the Company used $2.1 million against the letter of credit sub-facility and had the ability to borrow $169.1 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. The Company’s current financial covenants under the facility are as follows:

Previous wording

Interest Coverage RatioThe Company is required to maintain a ratio of Earnings Before Interest and Taxes, as Adjusted (“Adjusted EBIT per the Credit Facility”), to interest expense for the trailing twelve months of at least 2.75:1. Adjusted EBIT per the Credit Facility specifically excludes extraordinary and certain other defined items such as cash restructuring and acquisition related charges up to the lower of $20.0 million or 10% of EBITDA. The facility also allows for unlimited non-cash purchase accounting and goodwill adjustments. At December 31, 2024, the Company’s Interest Coverage Ratio was 16.37:1.

Current wording

Interest Coverage RatioThe Company is required to maintain a ratio of Earnings Before Interest and Taxes, as Adjusted (“Adjusted EBIT per the Credit Facility”), to interest expense for the trailing twelve months of at least 2.75:1. Adjusted EBIT per the Credit Facility specifically excludes extraordinary and certain other defined items such as cash restructuring and acquisition related charges up to the lower of $20.0 million or 10% of EBITDA. The facility also allows for unlimited non-cash purchase accounting and goodwill adjustments. At March 31, 2025, the Company’s Interest Coverage Ratio was 9.42:1.

Previous wording

Leverage Ratio The Company’s ratio of funded debt to trailing twelve month Adjusted EBITDA per the Credit Facility, calculated as Adjusted EBIT per the Credit Facility plus depreciation and amortization, may not exceed 3.5:1. Under certain circumstances in connection with a Material Acquisition (as defined in the Facility), the Facility allows for the leverage ratio to go as high as 4.0:1 for a four-fiscal quarter period. At December 31, 2024, the Company’s leverage ratio was 2.65:1.

Current wording

Leverage Ratio The Company’s ratio of funded debt to trailing twelve month Adjusted EBITDA per the Credit Facility, calculated as Adjusted EBIT per the Credit Facility plus depreciation and amortization, may not exceed 3.5:1. Under certain circumstances in connection with a Material Acquisition (as defined in the Facility), the Facility allows for the leverage ratio to go as high as 4.0:1 for a four-fiscal quarter period. At March 31, 2025, the Company’s leverage ratio was 2.78:1.

Previous wording

As of December 31, 2024, we had borrowings under our facility of $535.2 million. In order to manage our interest rate exposure on these borrowings, we are party to $150.0 million of active floating to fixed rate swaps. These swaps convert our interest payments from SOFR to a weighted average fixed rate of 0.85%. The effective rate of interest for our outstanding borrowings, including the impact of the interest rate swaps, was 6.00%.

Current wording

As of March 31, 2025, we had borrowings under our facility of $579.4 million. In order to manage our interest rate exposure on these borrowings, we are party to $25.0 million of active floating to fixed rate swaps. These swaps convert our interest payments from SOFR to a weighted average fixed rate of 0.81%. The effective rate of interest for our outstanding borrowings, including the impact of the interest rate swaps, was 5.63%.

Previous wording

Our primary cash requirements in addition to day-to-day operating needs include interest payments, capital expenditures, acquisitions, share repurchases, and dividends. Our primary sources of cash for these requirements are cash flows from continuing operations and borrowings under the facility. We expect fiscal year 2025 capital spending to be between $30.0 million and $35.0 million. We expect that fiscal year 2025 depreciation and amortization expense will be between $20.0 million and $22.0 million and $12.0 million and $14.0 million, respectively.

Current wording

Our primary cash requirements in addition to day-to-day operating needs include interest payments, capital expenditures, acquisitions, share repurchases, and dividends. Our primary sources of cash for these requirements are cash flows from continuing operations and borrowings under the facility. We expect fiscal year 2025 capital spending to be between $30.0 million and $35.0 million. We expect that fiscal year 2025 depreciation and amortization expense will be between $20.0 million and $22.0 million and $12.5 million and $14.5 million, respec tively.

Previous wording

The fair value of the Company's U.S. defined benefit pension plan assets was $144.0 million at December 31, 2024, as compared to $142.3 million at the most recent measurement date, which occurred as of June 30, 2024. The next measurement date to determine plan assets and benefit obligations will be on June 30, 2025.

Current wording

The fair value of the Company's U.S. defined benefit pension plan assets was $144.1 million at March 31, 2025, as compared to $142.3 million at the most recent measurement date, which occurred as of June 30, 2024. The next measurement date to determine plan assets and benefit obligations will be on June 30, 2025.