|
| Series E Notes | — | | | 25,000 | |
| Other | — | | | 105 | |
| Total debt | $ | 572,300 | | | $ | 597,405 | |
| Less: unamortized debt issuance costs | — | | | 71 | |
| $ | 572,300 | | | $ | 597,334 | |
In December 2021, the Company entered into a five-year revolving credit facility with a group of banks to refinance the existing credit facility as well as provide funds for ongoing working capital and other general corporate purposes. The revolving credit facility provides a $900.0 million unsecured revolving credit facility and an uncommitted accordion feature which allows the Company to request an increase in the borrowing commitments, or incremental
term loans, under the credit facility in aggregate principal amounts of up to $500.0 million. Borrowings under this agreement bear interest, at the Company's election, at either the base rate plus a margin that ranges from 0 to 55 basis points based on the Company's net leverage ratio or Secured Overnight Financing Rate (SOFR) plus a margin that ranges from 80 to 155 basis points based on the Company's net leverage ratio. Borrowing capacity under this facility, without exercising the accordion feature, totaled $515.8 million at June 30, 2025 and June 30, 2024, and is available to fund future acquisitions or other capital and operating requirements. These amounts are net of outstanding letters of credit of $0.2 million at June 30, 2025 and June 30, 2024, to secure certain insurance obligations. The interest rate on the revolving credit facility was 5.23% and 6.24% as of June 30, 2025 and June 30, 2024, respectively.
Additionally, the Company had letters of credit outstanding not associated with the revolving credit agreement, in the amount of $5.3 million and $4.0 million as of June 30, 2025 and June 30, 2024, respectively, in order to secure certain insurance obligations.
In August 2018, the Company established a trade receivable securitization facility (AR Securitization Facility). The AR Securitization Facility effectively increases the Company's borrowing capacity by collateralizing a portion of the amount of the U.S. operations' trade accounts receivable. The Company uses the proceeds from the AR Securitization Facility as an alternative to other forms of debt. The AR Securitization Facility's maximum borrowing capacity is $250.0 million and fees on amounts borrowed are 0.90% per year. Borrowing capacity is further subject to changes in the credit ratings of our customers, customer concentration levels or certain characteristics of the accounts receivable portfolio and, therefore, at certain times, we may not be able to fully access the $250.0 million of borrowing capacity available under the AR Securitization Facility. Borrowings under the AR Securitization Facility carry variable interest rates tied to SOFR. The interest rate on the AR Securitization Facility as of June 30, 2025 and June 30, 2024 was 5.32% and 6.35%, respectively. On July 10, 2025, the Company amended the AR Securitization Facility and extended the term to July 10, 2028.
In 2019, the Company entered into an interest rate swap that expires in January 2026 which mitigates variability in forecasted interest payments on $384.0 million of the Company’s U.S. dollar-denominated unsecured variable rate debt. For more information, see Note 7, Derivatives, to the consolidated financial statements, included in Item 8 under the caption “Financial Statements and Supplementary Data.”
The credit facility and the unsecured shelf facility contain restrictive covenants regarding liquidity, net worth, financial ratios, and other covenants. At June 30, 2025, the most restrictive of these covenants required that the Company have net indebtedness less than 3.75 times consolidated income before interest, taxes, depreciation and amortization (as defined). At June 30, 2025, the Company's net indebtedness was less than 0.4 times consolidated income before interest, taxes, depreciation and amortization (as defined in these agreements). The Company was in compliance with all financial covenants at June 30, 2025.
Accounts Receivable Analysis
The following table is included to aid in the analysis of accounts receivable and the associated provision for losses on accounts receivable (all dollar amounts are in thousands):
| | | | | | | | | | | |
| June 30, | 2025 | | 2024 |
Accounts receivable, gross | $ | 786,161 | | | $ | 737,941 | |
Allowance for doubtful accounts | 16,462 | | | 13,063 | |
| Accounts receivable, net | $ | 769,699 | | | $ | 724,878 | |
Allowance for doubtful accounts, % of gross receivables | 2.1 | % | | 1.8 | % |
| | | |
| Year Ended June 30, | 2025 | | 2024 |
| Provision for (recoveries of) losses on accounts receivable | $ | 5,978 | | | $ | (205) | |
Provision as a % of net sales | 0.13 | % | | — | % |
Accounts receivable are reported at net realizable value and consist of trade receivables from customers. Management monitors accounts receivable by reviewing Days Sales Outstanding (DSO) and the aging of receivables for each of the Company's operations.
On a consolidated basis, DSO was 56.6 at June 30, 2025 versus 56.2 at June 30, 2024. Approximately 2.1% of our accounts receivable balances are more than 90 days past due at June 30, 2025 compared to 1.5% at June 30, 2024. On an overall basis, our provision for losses from uncollected receivables represents 0.13% of our sales for the year ended June 30, 2025, compared to 0.00% of sales for the year ended June 30, 2024. The increase primarily relates
to provisions recorded in the current fiscal year for customer credit deterioration and bankruptcies primarily in the U.S. operations of the Service Center segment, compared to recoveries recorded in the same operations in the prior fiscal year. Historically, this percentage is around 0.10% to 0.15%. Management believes the overall receivables aging and provision for losses on uncollected receivables are at reasonable levels.
Inventory Analysis
Inventories are valued using the LIFO method for U.S. inventories and the average cost method for foreign inventories. Management uses an inventory turnover ratio to monitor and evaluate inventory. Management calculates this ratio on an annual as well as a quarterly basis and uses inventory valued at average costs. The annualized inventory turnover (using average costs) was 4.3 for both the years ended June 30, 2025 and 2024.
CONTRACTUAL OBLIGATIONS
The following table shows the approximate value of the Company’s contractual obligations and other commitments to make future payments as of June 30, 2025 (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Total | | Period Less
Than 1 yr | | Period
2-3 yrs | | Period
4-5 yrs | | Period
Over 5 yrs | | Other |
Operating leases | $ | 236,705 | | | $ | 48,696 | | | $ | 76,339 | | | $ | 46,510 | | | $ | 65,160 | | | $ | — | |
Planned funding of post-retirement obligations | 2,600 | | | 1,370 | | | 370 | | | 290 | | | 570 | | | — | |
| Unrecognized income tax benefit liabilities, including interest and penalties | 1,300 | | | — | | | — | | | — | | | — | | | 1,300 | |
| Long-term debt obligations | 572,300 | | | — | | | 384,000 | | | 188,300 | | | — | | | — | |
Interest on long-term debt obligations (1) | 54,000 | | | 24,000 | | | 30,000 | | | — | | | — | | | — | |
Acquisition holdback payments | 1,583 | | | 1,273 | | | 310 | | | — | | | — | | | — | |
Total Contractual Cash Obligations | $ | 868,488 | | | $ | 75,339 | | | $ | 491,019 | | | $ | 235,100 | | | $ | 65,730 | | | $ | 1,300 | |
(1) Amounts represent estimated contractual interest payments on outstanding long-term debt obligations net of receipts under the terms of the interest rate swap. Rates in effect as of June 30, 2025 are used for variable rate debt.
Purchase orders for inventory and other goods and services are not included in our estimates as we are unable to aggregate the amount of such purchase orders that represent enforceable and legally binding agreements specifying all significant terms. The previous table includes the gross liability for unrecognized income tax benefits including interest and penalties in the “Other” column as the Company is unable to make a reasonable estimate regarding the timing of cash settlements, if any, with the respective taxing authorities.
CRITICAL ACCOUNTING POLICIES
The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make judgments, assumptions and estimates at a specific point in time that affect the amounts reported in the consolidated financial statements and disclosed in the accompanying notes. The Business and Accounting Policies note to the consolidated financial statements describes the significant accounting policies and methods used in preparation of the consolidated financial statements. Estimates are used for, but are not limited to, determining the net carrying value of trade accounts receivable, inventories, recording self-insurance liabilities and other accrued liabilities. Estimates are also used in establishing opening balances in relation to purchase accounting. Actual results could differ from these estimates. The following critical accounting policies are impacted significantly by judgments, assumptions, and estimates used in the preparation of the consolidated financial statements.
LIFO Inventory Valuation and Methodology
Inventories are valued at the average cost method, using the LIFO method for U.S. inventories, and the average cost method for foreign inventories. We adopted the link chain dollar value LIFO method for accounting for U.S. inventories in fiscal 1974. Approximately 14.1% of our domestic inventory dollars relate to LIFO layers added in the 1970s. The excess of average cost over LIFO cost is $232.7 million as reflected in our consolidated balance sheet at June 30, 2025. The Company maintains five LIFO pools based on the following product groupings: bearings, power transmission products, rubber products, fluid power products, and other products.
LIFO layers and/or liquidations are determined consistently year-to-year. See the Inventories note to the
consolidated financial statements in Item 8 under the caption "Financial Statements and Supplementary Data,"
for further information.
Allowances for Slow-Moving and Obsolete Inventories
We evaluate the recoverability of our slow-moving and inactive inventories at least quarterly. We estimate the recoverable cost of such inventory by product type while considering factors such as its age, historic and current demand trends, and the physical condition of the inventory, as well as assumptions regarding future demand. Our ability to recover our cost for slow moving or obsolete inventory can be affected by such factors as general market conditions, future customer demand and relationships with suppliers. A significant portion of the products we hold in inventory have long shelf lives and are not highly susceptible to obsolescence.
As of June 30, 2025 and 2024, the Company's reserve for slow-moving or obsolete inventories was $50.5 million and $41.2 million, respectively, recorded in inventories in the consolidated balance sheets.
Allowances for Doubtful Accounts
We evaluate the collectability of trade accounts receivable based on a combination of factors. Initially, we estimate an allowance for doubtful accounts as a percentage of net sales based on historical bad debt experience. This initial estimate is adjusted based on recent trends of certain customers and industries estimated to be a greater credit risk, trends within the entire customer pool and changes in the overall aging of accounts receivable. While we have a large customer base that is geographically dispersed, a general economic downturn in any of the industry segments in which we operate could result in higher than expected defaults, and therefore, the need to revise estimates for bad debts. Accounts are written off against the allowance when it becomes evident that collection will not occur.
As of June 30, 2025 and 2024, our allowance for doubtful accounts was 2.1% and 1.8% of gross receivables, respectively. Our provision for (recoveries of) losses on accounts receivable was $6.0 million, $(0.2) million, and $5.6 million in fiscal 2025, 2024, and 2023, respectively.
Goodwill and Intangibles
The purchase price of an acquired company is allocated between intangible assets and the net tangible assets of the acquired business with the residual of the purchase price recorded as goodwill. Goodwill for acquired businesses is accounted for using the acquisition method of accounting which requires that the assets acquired and liabilities assumed be recorded at the date of the acquisition at their respective estimated fair values. The determination of the value of the intangible assets acquired involves certain judgments and estimates. These judgments can include, but are not limited to, the cash flows that an asset is expected to generate in the future and the appropriate weighted average cost of capital. The judgments made in determining the estimated fair value assigned to each class of assets acquired, as well as the estimated life of each asset, can materially impact the net income of the periods subsequent to the acquisition through depreciation and amortization, and in certain instances through impairment charges, if the asset becomes impaired in the future. As part of acquisition accounting, we recognize acquired identifiable intangible assets such as customer relationships, vendor relationships, trade names, and non-competition agreements apart from goodwill. Finite-lived identifiable intangibles are evaluated for impairment when changes in conditions indicate carrying value may not be recoverable. If circumstances require a finite-lived intangible asset be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by the asset to the carrying value of the asset. If the carrying value of the finite-lived intangible asset is not recoverable on an undiscounted cash flow basis, impairment is recognized to the extent that the carrying value exceeds its fair value determined through a discounted cash flow model.
We evaluate goodwill for impairment at the reporting unit level annually as of January 1, and whenever an event occurs or circumstances change that would indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. Events or circumstances that may result in an impairment review include changes in macroeconomic conditions, industry and market considerations, cost factors, overall financial performance, other relevant entity-specific events, specific events affecting the reporting unit or sustained decrease in share price. Each year, we may elect to perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If impairment is indicated in the qualitative assessment, or, if management elects to initially perform a quantitative assessment of goodwill, the impairment test uses a one-step approach. The fair value of a reporting unit is compared with its carrying amount, including goodwill. If the fair value of the reporting unit exceeds its carrying amount, goodwill of the reporting unit is not impaired. If the carrying amount of a reporting unit exceeds its fair value, an impairment charge would be recognized for the amount by which the carrying amount exceeds the reporting unit's fair value, not to exceed the total amount of goodwill allocated to that reporting unit.
Goodwill on our consolidated financial statements relates to both the Service Center and the Engineered Solutions segments. The Company has eight (8) reporting units for which an annual goodwill impairment assessment was performed as of January 1, 2025. Based on the assessment performed, we concluded that the fair value of all of the reporting units exceeded their carrying amount as of January 1, 2025, therefore no impairment exists.
The fair values of the reporting units in accordance with the annual goodwill impairment assessment were determined using the income and market approaches. The income approach employs the discounted cash flow method reflecting projected cash flows expected to be generated by market participants and then adjusted for time value of money factors, and requires management to make significant estimates and assumptions related to forecasts of future revenues, operating margins, and discount rates. The market approach utilizes an analysis of comparable publicly traded companies and requires management to make significant estimates and assumptions related to the forecasts of future revenues, earnings before interest, taxes, depreciation, and amortization (EBITDA) and multiples that are applied to management’s forecasted revenues and EBITDA estimates.
Changes in future results, assumptions, and estimates after the measurement date may lead to an outcome where impairment charges would be required in future periods. Specifically, actual results may vary from the forecasts used in an annual goodwill impairment assessment and such variations may be material and unfavorable, thereby triggering the need for future impairment tests where the conclusions may differ due to prevailing market conditions. Further, continued adverse market conditions could result in the recognition of impairment if we determine that the fair value of a reporting unit has fallen below its carrying value.
CAUTIONARY STATEMENT UNDER PRIVATE SECURITIES LITIGATION REFORM ACT
This Annual Report on Form 10-K, including Management’s Discussion and Analysis, contains statements that are forward-looking based on management’s current expectations about the future. Forward-looking statements are often identified by qualifiers, such as “guidance,” “expect,” “believe,” “plan,” “intend,” “will,” “should,” “could,” “would,” “anticipate,” “estimate,” “forecast,” “may,” “potential,” "optimistic" and derivative or similar words or expressions. Similarly, descriptions of objectives, strategies, plans, or goals are also forward-looking statements. These statements may discuss, among other things, expected growth, future sales, future cash flows, future capital expenditures, future performance, and the anticipation and expectations of the Company and its management as to future occurrences and trends. The Company intends that the forward-looking statements be subject to the safe harbors established in the Private Securities Litigation Reform Act of 1995, as amended, and by the Securities and Exchange Commission in its rules, regulations, and releases.
Readers are cautioned not to place undue reliance on any forward-looking statements. All forward-looking statements are based on current expectations regarding important risk factors, many of which are outside the Company’s control. Accordingly, actual results may differ materially from those expressed in the forward-looking statements, and the making of those statements should not be regarded as a representation by the Company or any other person that the results expressed in the statements will be achieved. In addition, the Company assumes no obligation to update or revise any forward-looking statements, whether because of new information or events, or otherwise, except as may be required by law.
Important risk factors include, but are not limited to, the following: risks relating to the operating levels of our customers and the economic factors that affect them; the impact that widespread illness, health epidemics, or general health concerns could have; inflationary or deflationary trends in the cost of products, energy, labor and other operating costs including tariffs, and changes in the prices for products and services relative to the cost of providing them; reduction in supplier inventory purchase incentives; loss of key supplier authorizations, lack of product availability (such as due to supply chain strains), changes in supplier distribution programs, inability of suppliers to perform, and transportation disruptions; changes in customer preferences for products and services of the nature and brands sold by us; changes in customer procurement policies and practices; competitive pressures; our reliance on information systems and risks relating to their proper functioning, the security of those systems, and the data stored in or transmitted through them; the impact of economic conditions on the collectability of trade receivables; reduced demand for our products in targeted markets due to reasons including consolidation in customer industries; our ability to retain and attract qualified sales and customer service personnel and other skilled executives, managers and professionals; our ability to identify and complete acquisitions, integrate them effectively, and realize their anticipated benefits; the variability, timing and nature of new business opportunities including acquisitions, alliances, customer relationships, and supplier authorizations; the incurrence of debt and contingent liabilities in connection with acquisitions; our ability to access capital markets as needed on reasonable terms; disruption of operations at our headquarters or distribution centers; risks and uncertainties associated with our foreign operations, including volatile economic conditions, political instability, cultural and legal differences, and currency exchange fluctuations; the potential for goodwill and intangible asset impairment; changes in accounting policies and practices; our ability to maintain effective internal control over financial reporting; organizational changes within the Company; risks related to legal proceedings to which we are a party; potentially adverse government regulation, legislation, or policies, both enacted and under consideration, including with respect to federal tax policy, international trade, data privacy and security, and government contracting; and the occurrence of extraordinary events (including prolonged labor disputes, power outages, telecommunication outages, terrorist acts, war, public health emergency, earthquakes, extreme weather events, other natural disasters, fires, floods, and accidents). Other factors and unanticipated events could also adversely affect our business, financial condition, or results of operations. Risks can also change over time. Further, the disclosure of a risk should not be interpreted to imply that the risk has not already materialized.
We discuss certain of these matters and other risk factors more fully throughout our Form 10-K, as well as other of our filings with the Securities and Exchange Commission.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Our market risk is impacted by changes in foreign currency exchange rates as well as changes in interest rates.
We occasionally utilize derivative instruments as part of our overall financial risk management policy, and do not use derivative instruments for speculative or trading purposes.
Foreign Currency Exchange Rate Risk
As we operate throughout North America, Australia and New Zealand, and approximately 12% of our fiscal 2025 net sales were generated outside the United States, foreign currency exchange rates can impact our financial position, results of operations, and competitive position. The financial statements of foreign subsidiaries are translated into their U.S. dollar equivalents at end-of-period exchange rates for assets and liabilities, while income and expenses are translated at average monthly exchange rates. Translation gains and losses are components of other comprehensive income as reported in the statements of consolidated comprehensive income. Transaction gains and losses arising from fluctuations in currency exchange rates on transactions denominated in currencies other than any of our subsidiaries' functional currency are recognized in the statements of consolidated income as a component of other (income) expense, net. We do not currently hedge the net investments in our foreign operations.
During the course of the fiscal year, the Mexican, Australian and New Zealand currency exchange rates weakened in relation to the U.S. dollar by 2.5%, 1.8% and 0.5%, respectively, while the Canadian currency exchange rate strengthened in relation to the U.S. dollar by 0.1%. In the twelve months ended June 30, 2025, we experienced net foreign currency translation losses totaling $1.7 million, which were included in other comprehensive income. We utilize a sensitivity analysis to measure the potential impact on earnings based on a hypothetical 10% change in foreign currency rates. A 10% strengthening of the U.S. dollar relative to foreign currencies that affect the Company from the levels experienced during the fiscal year ended June 30, 2025 would have resulted in a $2.3 million decrease in net income for the fiscal year ended June 30, 2025.
Interest Rate Risk
Our primary exposure to interest rate risk results from our outstanding debt obligations with variable interest rates. The levels of fees and interest charged on our various debt facilities are based upon our leverage level and market interest rates. We use interest rate swap instruments to mitigate variability in forecasted interest rates.
Our variable interest rate debt facilities outstanding include our five-year credit facility, which provides for a revolving credit facility with a capacity of up to $900.0 million in borrowings with $384.0 million outstanding at June 30, 2025, and a $250.0 million trade receivable securitization facility, of which $188.3 million was outstanding at June 30, 2025. In January 2019, we entered into an interest rate swap on $463.0 million of our U.S. dollar-denominated unsecured variable rate debt. The notional amount of the interest rate swap was $384.0 million as of June 30, 2025. The interest rate swap effectively converts a portion of the floating rate interest payment into a fixed rate interest payment. We designated the interest rate swap as a pay-fixed, receive-floating interest rate swap instrument and is accounting for this derivative as a cash flow hedge. We had total average variable interest rate bank borrowings of $572.3 million during fiscal 2025. The impact of a hypothetical 1.0% increase in the interest rates on our average variable interest rate bank borrowings (not considering the impact of the interest rate swap) would have resulted in a $5.7 million increase in interest expense. Including the impact of the interest rate swap, the impact of a hypothetical 1.0% increase in the variable interest rate would have resulted in a $1.9 million increase in interest expense.
For more information relating to borrowing and interest rates, see the “Liquidity and Capital Resources” section of “Management's Discussion and Analysis of Financial Condition and Results of Operations” in Item 7 and Notes 6 and 7 to the consolidated financial statements in Item 8 of this Annual Report. That information is also incorporated here by reference. In addition, see Item 1A, “Risk Factors,” of this Annual Report for additional risk factors relating to our business.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of Applied Industrial Technologies, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Applied Industrial Technologies, Inc. and subsidiaries (the "Company") as of June 30, 2025 and 2024, the related statements of consolidated income, comprehensive income, shareholders' equity, and cash flows, for each of the three years in the period ended June 30, 2025, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended June 30, 2025, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of June 30, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated August 15, 2025, expressed an unqualified opinion on the Company's internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Goodwill - A reporting unit within the Engineered Solutions segment - Refer to Notes 1 and 5 to the financial statements
Critical Audit Matter Description
The Company’s evaluation of goodwill for impairment involves the comparison of the fair value of each reporting unit to its carrying value. The Company determines the fair value of its reporting units using the income and market approaches. The determination of the fair value using the income approach requires management to make significant estimates and assumptions related to forecasts of future revenues, earnings before interest, taxes, depreciation, and amortization (EBITDA), and discount rates. The determination of the fair value using the market approach requires management to make significant estimates and assumptions related to the forecasts of future revenues, EBITDA and multiples that are applied to management’s forecasted revenues and EBITDA estimates. The fair value of all reporting units exceeded their carrying value as of the measurement date and, therefore, no impairment was recognized.
Given the nature of operations for one reporting unit within the Engineered Solutions segment, the sensitivity of this reporting unit to changes in the economy, this reporting unit’s historical performance as compared to projections, and the difference between its fair value and the carrying value, auditing management’s judgments regarding forecasts of future revenues and EBITDA, as well as selection of the discount rate, and selection of multiples applied to
management’s forecasted revenues and EBITDA estimates for this reporting unit, required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the forecasts of future revenues and EBITDA (“forecasts”), and the selection of the discount rate and selection of multiples applied to management’s forecasted revenues and EBITDA estimates (“market multiples”) for this reporting unit included the following, among others:
•We tested the design and effectiveness of controls over management’s goodwill impairment evaluation, such as controls related to management’s forecasts and the selection of the discount rate and market multiples used.
•We evaluated management’s ability to accurately forecast by comparing actual results to management’s historical forecasts.
•We evaluated the reasonableness of management’s forecasts by comparing the current forecasts to (1) historical results, (2) internal communications to management and the Board of Directors at the reporting unit level and/or at a consolidated level, and (3) forecasted information included in industry reports for the various industries the reporting unit operates within.
•With the assistance of our fair value specialists, we evaluated the discount rate, including testing the underlying source information and the mathematical accuracy of the calculations, and developing a range of independent estimates and comparing those to the discount rate selected by management.
•With the assistance of our fair value specialists, we evaluated the market multiples by evaluating the selected comparable publicly traded companies and the adjustments made for differences in growth prospects and risk profiles between the reporting unit and the comparable publicly traded companies. We tested the underlying source information and mathematical accuracy of the calculations.
Inventory - Refer to Notes 1 and 4 to the financial statements
Critical Audit Matter Description
As of June 30, 2025, the Company holds inventory across a large number of locations, including distribution centers, service centers, repair shops and engineered solutions operations. The Company’s processes to track and determine consolidated inventory relies on a perpetual inventory system that varies by location based in part upon the information technology (IT) system relevant to the location. Auditing the existence of inventory requires significant effort and auditor judgment in testing due to the disaggregation of inventory across the locations and the processes and controls in place. Judgment relates to assessing whether we have obtained sufficient audit evidence, including determining the number of locations to visit.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the existence of inventory included the following, among others:
•With the assistance of our IT specialists, we tested the design and effectiveness of controls over management’s process to account for the physical existence of inventory, which included general IT controls as well as automated and manual business process controls.
•We involved senior team members to determine the extent and number of location counts to test.
•As part of our testing of the design and effectiveness of controls and of inventory, we observed management’s count procedures at certain locations and obtained and evaluated management’s audit evidence over counts at certain locations.
•We investigated any identified variations in inventory counts performed and considered the impact in the context of the inventory balance as a whole.
/s/ DELOITTE & TOUCHE LLP
August 15, 2025
We have served as the Company's auditor since 1966.
STATEMENTS OF CONSOLIDATED INCOME
(In thousands, except per share amounts)
| | | | | | | | | | | | | | | | | | | | |
| Year Ended June 30, | | 2025 | | 2024 | | 2023 |
| Net sales | | $ | | | | $ | | | | $ | | |
| Cost of sales | | | | | | | | | |
| Gross profit | | | | | | | | | |
| Selling, distribution, and administrative expense, including depreciation | | | | | | | | | |
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See notes to consolidated financial statements.
CONSOLIDATED BALANCE SHEETS
(In thousands)
| | | | | | | | | | | | | | |
| June 30, | | 2025 | | 2024 |
| Assets | | | | |
| Current assets | | | | |
| Cash and cash equivalents | | $ | | | | $ | | |
| Accounts receivable — net | | | | | | |
| Inventories | | | | | | |
| Other current assets | | | | | | |
| Total current assets | | | | | | |
| Property — at cost | | | | |
| Land | | | | | | |
| Buildings | | | | | | |
| Equipment, including computers and software | | | | | | |
| Total property — at cost | | | | | | |
| Less accumulated depreciation | | | | | | |
| Property — net | | | | | | |
| Operating lease assets — net | | | | | | |
| Identifiable intangibles — net | | | | | | |
| Goodwill | | | | | | |
| Other assets | | | | | | |
| Total Assets | | $ | | | | $ | | |
| Liabilities | | | | |
| Current liabilities | | | | |
| Accounts payable | | $ | | | | $ | | |
| Current portion of long-term debt | | | | | | |
| Compensation and related benefits | | | | | | |
| Other current liabilities | | | | | | |
| Total current liabilities | | | | | | |
| Long-term debt | | | | | | |
| Other liabilities | | | | | | |
| Total Liabilities | | | | | | |
| Shareholders’ Equity | | | | |
Preferred stock — no par value; shares authorized; none issued or outstanding | | | | | | |
Common stock — no par value; shares authorized; shares issued; and shares outstanding, respectively | | | | | | |
| Additional paid-in capital | | | | | | |
| Retained earnings | | | | | | |
Treasury shares — at cost ( and shares, respectively) | | () | | | () | |
| Accumulated other comprehensive loss | | () | | | () | |
| Total Shareholders’ Equity | | | | | | |
| Total Liabilities and Shareholders’ Equity | | $ | | | | $ | | |
See notes to consolidated financial statements.
STATEMENTS OF CONSOLIDATED CASH FLOWS
(In thousands) | | | | | | | | | | | | | | | | | | | | |
| Year Ended June 30, | | 2025 | | 2024 | | 2023 |
| Cash Flows from Operating Activities | | | | | | |
| Net income | | $ | | | | $ | | | | $ | | |
| Adjustments to reconcile net income to net cash provided by operating activities: | | | | | | |
| | |
| Depreciation and amortization of property | | | | | | | | | |
| Amortization of intangibles | | | | | | | | | |
| Deferred income taxes | | () | | | () | | | () | |
| Provision for (recoveries of) losses on accounts receivable | | | | | () | | | | |
| Amortization of stock appreciation rights | | | | | | | | | |
| Other share-based compensation expense | | | | | | | | | |
| Other | | | | | () | | | | |
| Changes in operating assets and liabilities, net of acquisitions: | | | | | | |
| Accounts receivable | | () | | | () | | | () | |
| Inventories | | | | | | | | () | |
| Other operating assets | | () | | | () | | | () | |
| Accounts payable | | | | | () | | | | |
| Other operating liabilities | | | | | () | | | | |
| Cash provided by Operating Activities | | | | | | | | | |
| Cash Flows from Investing Activities | | | | | | |
| Cash paid for acquisition of businesses, net of cash acquired | | () | | | () | | | () | |
| Capital expenditures | | () | | | () | | | () | |
| Proceeds from property sales | | | | | | | | | |
| Life insurance proceeds | | | | | | | | | |
| | |
| | |
| Cash used in Investing Activities | | () | | | () | | | () | |
| Cash Flows from Financing Activities | | | | | | |
| Repayments under revolving credit facility | | | | | | | | () | |
| Borrowings under revolving credit facility | | | | | | | | | |
| | |
| Long-term debt repayments | | () | | | () | | | () | |
| Interest rate swap settlement receipts | | | | | | | | | |
| | |
| Purchases of treasury shares | | () | | | () | | | () | |
| Dividends paid | | () | | | () | | | () | |
| | |
| Acquisition holdback payments | | () | | | () | | | () | |
| Exercise of stock appreciation rights and options | | | | | | | | | |
| Taxes paid for shares withheld | | () | | | () | | | () | |
| | |
| Cash used in Financing Activities | | () | | | () | | | () | |
| Effect of exchange rate changes on cash | | () | | | () | | | | |
| (Decrease) increase in cash and cash equivalents | | () | | | | | | | |
| Cash and cash equivalents at beginning of year | | | | | | | | | |
| Cash and Cash Equivalents at End of Year | | $ | | | | $ | | | | $ | | |
| Supplemental Cash Flow Information | | | | | | |
| Cash paid during the year for: | | | | | | |
| Income taxes | | $ | | | | $ | | | | $ | | |
| Interest (includes interest rate swap settlements) | | | | | | | | | |
See notes to consolidated financial statements.
STATEMENTS OF CONSOLIDATED SHAREHOLDERS' EQUITY
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| For the Years Ended June 30, 2025, 2024 and 2023 | | Shares of
Common
Stock
Outstanding | | Common
Stock | | Additional
Paid-In
Capital | |
Retained
Earnings | | Treasury
Shares-
at Cost | | Accumulated
Other
Comprehensive
Loss | | Total
Shareholders'
Equity |
| Balance at June 30, 2022 | | | | | $ | | | | $ | | | | $ | | | | $ | () | | | $ | () | | | $ | | |
| Net income | | | | | | | | | | | | | | | | |
| Other comprehensive income | | | | | | | | | | | | | | | | |
Cash dividends — $ per share | | | | | | | | () | | | | | | | () | |
| Purchases of common stock for treasury | | () | | | | | | | | | () | | | | | () | |
| Treasury shares issued for: | | | | | | | | | | | | | | |
| Exercise of stock appreciation rights and options | | | | | | | () | | | | | () | | | | | () | |
| Performance share awards | | | | | | | () | | | | | () | | | | | () | |
| Restricted stock units | | | | | | | () | | | | | () | | | | | () | |
| Compensation expense — stock appreciation rights | | | | | | | | | | | | | | | | |
Other share-based compensation expense | | | | | | | | | | | | | | | | |
| Other | | | | | | | () | | | | | | | | | | | | |
| Balance at June 30, 2023 | | | | | | | | | | | | | | () | | | () | | | | |
| Net income | | | | | | | | | | | | | | | | |
| Other comprehensive loss | | | | | | | | | | | | () | | | () | |
Cash dividends — $ per share | | | | | | | | () | | | | | | | () | |
| Purchases of common stock for treasury | | () | | | | | | | | | () | | | | | () | |
| Treasury shares issued for: | | | | | | | | | | | | | | |
| Exercise of stock appreciation rights and options | | | | | | | () | | | | | () | | | | | () | |
| Performance share awards | | | | | | | () | | | | | () | | | | | () | |
| Restricted stock units | | | | | | | () | | | | | () | | | | | () | |
| Compensation expense — stock appreciation rights | | | | | | | | | | | | | | | | |
| Other share-based compensation expense | | | | | | | | | | | | | | | | |
| Other | | | | | | | () | | | | | | | | | | | () | |
| Balance at June 30, 2024 | | | | | | | | | | | | | | () | | | () | | | | |
| Net income | | | | | | | | | | | | | | | | |
| Other comprehensive loss | | | | | | | | | | | | () | | | () | |
Cash dividends — $ per share | | | | | | | | () | | | | | | | () | |
| Purchases of common stock for treasury | | () | | | | | | | | | () | | | | | () | |
| Treasury shares issued for: | | | | | | | | | | | | | | |
| Exercise of stock appreciation rights and options | | | | | | | () | | | | | () | | | | | () | |
| Performance share awards | | | | | | | () | | | | | () | | | | | () | |
| Restricted stock units | | | | | | | () | | | | | () | | | | | () | |
| Compensation expense — stock appreciation rights | | | | | | | | | | | | | | | | |
| Other share-based compensation expense | | | | | | | | | | | | | | | | |
| Other | | | | | | | () | | | | | | | | | | | () | |
| Balance at June 30, 2025 | | | | | $ | | | | $ | | | | $ | | | | $ | () | | | $ | () | | | $ | | |
See notes to consolidated financial statements.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share amounts)
NOTE 1:
and $ at June 30, 2025 and June 30, 2024, respectively.% of the Company’s domestic inventory dollars relate to LIFO layers added in the 1970s. The Company maintains LIFO pools based on the following product groupings: bearings, power transmission products, rubber products, fluid power products, and other products. LIFO layers and/or liquidations are determined consistently year-to-year.The Company evaluates the recoverability of its slow moving and inactive inventories at least quarterly. The Company estimates the recoverable cost of such inventory by product type while considering factors such as its age, historic and current demand trends, the physical condition of the inventory, as well as assumptions regarding future demand. The Company’s ability to recover its cost for slow moving or obsolete inventory can be affected by such factors as general market conditions, future customer demand, and relationships with suppliers. Historically, the Company’s inventories have demonstrated long shelf lives, are not highly susceptible to obsolescence, and, in certain instances, can be eligible for return under supplier return programs.
or the life of the lease if a shorter period, and equipment is depreciated over three to . The Company capitalizes internal use software development costs in accordance with guidance on accounting for costs of computer software developed or obtained for internal use. Amortization of software begins when it is ready for its intended use, and is computed on a straight-line basis over the estimated useful life of the software, generally not to exceed . Capitalized software and hardware costs are classified as property on the consolidated balance sheets. The carrying values of property and equipment are reviewed for impairment when events or changes in circumstances indicate that the asset group's recorded value cannot be recovered from undiscounted future cash flows. Impairment losses, if any, would be measured based upon the difference between the carrying amount of an asset group and its fair value.
and $ at June 30, 2025 and June 30, 2024, respectively. The Company estimates and recognizes variable consideration based on historical experience to determine the expected amount to which the Company will be entitled in exchange for transferring the promised goods or services to a customer. The Company records variable consideration as an adjustment to the transaction price in the period it
, $, and $ for the fiscal years ended June 30, 2025, 2024, and 2023, respectively. of continuous service and have ten-year contractual terms. The fair value of restricted stock awards, restricted stock units (RSUs), and performance shares are based on the closing market price of Company common stock on the grant date.% of their compensation, subject to maximums set forth in the Internal Revenue Code of 1986, as amended. The Company partially matches 401(k) contributions
, $ and $ during 2025, 2024 and 2023, respectively.Deferred Compensation Plans
The Company maintains deferred compensation plans that enable certain employees of the Company to defer receipt of a portion of their compensation. Rabbi trusts have been established to hold and provide a measure of security for investments that fund benefits payments under these plans. Assets held in these rabbi trusts consist of investments in money market and mutual funds and Company common stock.
Post-employment Benefit Plans
The Company provides the following post-employment benefits which, except for the Qualified Defined Benefit Retirement Plan and Key Executive Restoration Plan, are unfunded:
Supplemental Executive Retirement Benefits Plan
The Company has a non-qualified pension plan to provide supplemental retirement benefits to certain officers. Benefits are payable and determinable at retirement based upon a percentage of the participant’s historical compensation. The Executive Organization and Compensation Committee of the Board of Directors froze participant benefits (credited service and final average earnings) and entry into the Supplemental Executive Retirement Benefits Plan (SERP) effective December 31, 2011. The Company recorded net periodic benefit costs associated with the SERP of $, $, and $ in fiscal 2025, 2024, and 2023, respectively. The Company expects to make payments of approximately $ under the SERP in fiscal 2026.
Key Executive Restoration Plan
In fiscal 2012, the Company adopted the Key Executive Restoration Plan (KERP), a funded, non-qualified deferred compensation plan, to replace the SERP. The Company recorded $, $, and $ of expense associated with this plan in fiscal 2025, 2024, and 2023, respectively.
Qualified Defined Benefit Retirement Plan
The Company's qualified defined benefit retirement plan provided benefits to certain hourly employees at retirement based on length of service and date of retirement. The plan accruals were frozen as of April 16, 2018, and employees were permitted to participate in the Retirement Savings Plan, following that date. The Company terminated the defined benefit retirement plan effective February 28, 2022. Participants elected to receive benefits as either a lump sum payment or through an annuity contract and the settlement of $ was paid from plan assets in the second quarter of fiscal 2023. As a result of the plan termination, the Company recognized a loss of $ in fiscal 2023, which was recorded in other (income) expense, net in the statements of consolidated income.
Retiree Health Care Benefits
The Company provides health care benefits, through third-party policies, to eligible retired employees who pay a specified monthly premium. Premium payments are based upon current insurance rates for the type of coverage provided and are adjusted annually. Certain monthly health care premium payments are subsidized by the Company. The Company recorded net periodic benefits associated with these plans of $, $, and $ in fiscal 2025, 2024, and 2023, respectively.
The Company has determined that the related disclosures under ASC Topic 715 - Compensation, Retirement Benefits, for these post-employment benefit plans are not material to the consolidated financial statements.
year to years. Many of the Company’s real estate leases contain renewal provisions to extend lease terms for up to years. The exercise of renewal options is solely at the Company’s discretion. The Company’s lease agreements do not contain material variable lease payments, residual value guarantees, or restrictive covenants. The Company does not recognize right-of-use assets or lease liabilities for short-term leases with initial terms of 12 months or less. Leased vehicles comprise the majority of the Company’s short-term leases. All other leases are recorded on the balance sheet with right-of-use assets representing the right to use the underlying asset for the lease term and lease liabilities representing lease payment obligations. The Company’s leases do not provide implicit rates; therefore the Company uses its incremental borrowing rate as the discount rate for measuring lease liabilities. Non-lease components are accounted for separately from lease components. The Company’s operating lease expense is recognized on a straight-line basis over the lease term and is recorded in selling, distribution, and administrative expense in the statements of consolidated income.
NOTE 2:
| $ | | | $ | | | | Canada | | | | | | |
| Other Countries | | | | | | |
| Total | $ | | | $ | | | $ | | |
| $ | | | $ | | | | Canada | | | | | | |
| Other Countries | | | | | | |
| Total | $ | | | $ | | | $ | | |
| | | | | | | | | | | |
| Year Ended June 30, 2023 |
| Service Center | Engineered Solutions | Total |
| Geographic Areas: | | | |
| United States | $ | | | $ | | | $ | | |
| Canada | | | | | | |
| Other Countries | | | | | | |
| Total | $ | | | $ | | | $ | | |
% | | | % | | | % | | Industrial Machinery | | % | | | % | | | % |
| Food | | % | | | % | | | % |
| Metals | | % | | | % | | | % |
| Forest Products | | % | | | % | | | % |
| Chem/Petrochem | | % | | | % | | | % |
| Cement & Aggregate | | % | | | % | | | % |
| Transportation | | % | | | % | | | % |
| Oil & Gas | | % | | | % | | | % |
| Total | | % | | | % | | | % |
| | | | | | | | | | | | | | | | | |
| | Year Ended June 30, 2024 |
| Service Center | | Engineered Solutions | | Total |
| General Industry | | % | | | % | | | % |
| Industrial Machinery | | % | | | % | | | % |
| Food | | % | | | % | | | % |
| Metals | | % | | | % | | | % |
| Forest Products | | % | | | % | | | % |
| Chem/Petrochem | | % | | | % | | | % |
| Cement & Aggregate | | % | | | % | | | % |
| Transportation | | % | | | % | | | % |
| Oil & Gas | | % | | | % | | | % |
| Total | | % | | | % | | | % |
% | | | % | | | % | | Industrial Machinery | | % | | | % | | | % |
| Food | | % | | | % | | | % |
| Metals | | % | | | % | | | % |
| Forest Products | | % | | | % | | | % |
| Chem/Petrochem | | % | | | % | | | % |
| Cement & Aggregate | | % | | | % | | | % |
| Transportation | | % | | | % | | | % |
| Oil & Gas | | % | | | % | | | % |
| Total | | % | | | % | | | % |
The following tables present the Company’s percentage of revenue by reportable segment and product line for the years ended June 30, 2025, 2024, and 2023:
| | | | | | | | | | | | | | | | | |
| | Year Ended June 30, 2025 |
| Service Center | | Engineered Solutions | | Total |
| Power Transmission | | % | | | % | | | % |
| General MRO & Other | | % | | | % | | | % |
| Fluid Power | | % | | | % | | | % |
| Bearings, Linear & Seals | | % | | | % | | | % |
| Specialty Flow Control | | % | | | % | | | % |
| Total | | % | | | % | | | % |
| | | | | | | | | | | | | | | | | |
| | Year Ended June 30, 2024 |
| Service Center | | Engineered Solutions | | Total |
| Power Transmission | | % | | | % | | | % |
| General MRO & Other | | % | | | % | | | % |
| Fluid Power | | % | | | % | | | % |
| Bearings, Linear & Seals | | % | | | % | | | % |
| Specialty Flow Control | | % | | | % | | | % |
| Total | | % | | | % | | | % |
| | | | | | | | | | | | | | | | | |
| Year Ended June 30, 2023 |
| Service Center | | Engineered Solutions | | Total |
| Power Transmission | | % | | | % | | | % |
| General MRO & Other | | % | | | % | | | % |
| Fluid Power | | % | | | % | | | % |
| Bearings, Linear & Seals | | % | | | % | | | % |
| Specialty Flow Control | | % | | | % | | | % |
| Total | | % | | | % | | | % |
| $ | | | $ | () | | () | % | | Contract liabilities | | | | | | | | % |
The change in balances noted above of the Company's contract assets primarily results from the timing difference between the Company's performance and when the customer is billed. The increase in the contract liability balance from the prior year is primarily due to acquisitions in fiscal 2025.
NOTE 3:
, which was funded using available cash. Hydradyne is included in the Engineered Solutions segment. | | Accounts receivable | | | |
| Inventories | | | |
| Other current assets | | | |
| Property, net | | | |
| Operating lease assets | | | |
| Identifiable intangible assets | | | |
| Goodwill | | | |
| Other assets | | | |
| Total assets acquired | | $ | | |
| Accounts payable and accrued liabilities | | | |
| Other current liabilities | | | |
| Other liabilities | | | |
| Net assets acquired | | $ | | |
The acquired goodwill is expected to be deductible for income tax purposes. The Company incurred $ in third-party costs pertaining to the acquisition of Hydradyne, which are included in selling, distribution, and administration expense in the statement of consolidated income for the fiscal year ended June 30, 2025.
Net sales and net income from the Hydradyne acquisition included in the Company's results since December 31, 2024, the date of the acquisition, are $ and $, respectively.
| $ | | | | Net income | | | | | |
| Diluted net income per share | | $ | | | $ | | |
These pro forma amounts are calculated after applying the Company's accounting policies and adjusting the results to reflect additional amortization that would have been recorded assuming the fair value adjustments to identified intangible assets were applied as of July 1, 2023. Additional amortization of $ and $ is included in the pro forma results for fiscal 2025 and 2024, respectively. In addition, pro forma adjustments of $ and $ for fiscal 2025 and 2024, respectively, were made for interest income that would not have been earned as a result of the cash used for the acquisition. The pro forma net income amounts also incorporate an adjustment to the recorded income tax expense for the income tax effect of the pro forma adjustments described above. These pro forma results of operations do not include any anticipated synergies or other effects of the planned integration of Hydradyne; accordingly, such pro forma adjustments do not purport to be indicative of the results of operations that actually would have resulted had the acquisition occurred as of the date indicated or that may result in the future.
Other Fiscal 2025 Acquisitions
On May 1, 2025, the Company acquired substantially all of the net assets of IRIS Factory Automation (IRIS), an Aurora, Illinois provider of automation products, services, and turn-key productized solutions focused on optimizing material handling and traceability workflows across production environments. IRIS is included in the Engineered Solutions segment. The purchase price for IRIS was $, net tangible assets acquired were $, identifiable intangible assets were $, and goodwill was $; the values are based upon preliminary estimated fair values at the acquisition date, which are subject to adjustment. The Company funded the acquisition using available cash. The acquisition price and the results of operations for the acquired entity are not material in relation to the Company's consolidated financial statements.
On August 1, 2024, the Company acquired substantially all of the net assets of Total Machine Solutions (TMS), a Fairfield, New Jersey based provider of electrical and mechanical power transmission products and solutions including bearings, drives, motors, conveyor components, and related repair services. TMS is included in the Service Center segment. The purchase price for TMS was $, net tangible assets acquired were $, identifiable intangible assets were $, and goodwill was $; the values are based upon estimated fair values at the acquisition date. The Company funded this acquisition using available cash. The acquisition price and the results of operations for the acquired entity are not material in relation to the Company's consolidated financial statements.
On August 1, 2024, the Company acquired % of the outstanding shares of Stanley Proctor, a Twinsburg, Ohio based provider of hydraulic, pneumatic, measurement, control, and instrumentation components, as well as fluid power engineered systems. Stanley Proctor is included in the Engineered Solutions segment. The purchase price for Stanley Proctor was $, net tangible assets acquired were $, identifiable intangible assets were $, and goodwill was $; the values are based upon estimated fair values at the acquisition date. The Company funded this acquisition using available cash. The acquisition price and the results of operations for the acquired entity are not material in relation to the Company's consolidated financial statements.
Fiscal 2024 Acquisitions
On May 1, 2024, the Company acquired % of the outstanding shares of Grupo Kopar (Kopar), a Monterrey, Mexico based provider of emerging automation technologies and engineered solutions. Kopar is included in the Engineered Solutions segment. The purchase price for the acquisition was $, net liabilities assumed were $, and intangible assets including goodwill were $ based upon estimated fair values at the acquisition date. The Company funded this acquisition using available cash. The acquisition price and the results of operations for the acquired entity are not material in relation to the Company's consolidated financial statements.
On September 1, 2023, the Company acquired substantially all of the net assets of Bearing Distributors, Inc. (BDI), a Columbia, South Carolina based provider of bearings, power transmission, and industrial motion products, and related service and repair capabilities. BDI is included in the Service Center segment. The purchase price for the acquisition was $, net tangible assets acquired were $, and intangible assets including goodwill were $ based upon estimated fair values at the acquisition date. The purchase price includes $ of acquisition holdback payments, of which $ was paid during the fiscal year ended June 30, 2025. The remaining balance is included in other current liabilities on the consolidated balance sheet as of June 30, 2025, and will be paid on the
% per annum. The Company funded this acquisition using available cash. The acquisition price and the results of operations for the acquired entity are not material in relation to the Company's consolidated financial statements.On August 1, 2023, the Company acquired substantially all of the net assets of Cangro Industries, Inc. (Cangro), a Farmingdale, New York based provider of bearings, power transmission, and industrial motion products, and related service and repair capabilities. Cangro is included in the Service Center segment. The purchase price for the acquisition was $, net tangible assets acquired were $, and intangible assets including goodwill were $ based upon estimated fair values at the acquisition date. The purchase price includes $ of acquisition holdback payments, of which $ was paid during the fiscal year ended June 30, 2025. The remaining balance is included in other current liabilities and other liabilities on the consolidated balance sheet as of June 30, 2025, and will be paid on the second and third anniversaries of the acquisition date with interest at a fixed rate of % per annum. The Company funded this acquisition using available cash. The acquisition price and the results of operations for the acquired entity are not material in relation to the Company's consolidated financial statements.
Fiscal 2023 Acquisitions
On March 31, 2023, the Company acquired substantially all of the net assets of Advanced Motion Systems Inc. (AMS), a western New York based provider of automation products, services, and engineered solutions focused on a full range of machine vision, robotics, and motion control products and technologies. AMS is included in the Engineered Solutions segment. The purchase price for the acquisition was $, net tangible assets acquired were $, and intangible assets including goodwill were $ based upon estimated fair values at the acquisition date. The Company funded this acquisition using available cash. The acquisition price and the results of operations for the acquired entity are not material in relation to the Company's consolidated financial statements.
On November 1, 2022, the Company acquired substantially all of the net assets of Automation, Inc., a Minneapolis, Minnesota based provider of automation products, services, and engineered solutions focused on machine vision, collaborative and mobile robotics, motion control, intelligent sensors, pneumatics, and other related products and solutions. Automation, Inc. is included in the Engineered Solutions segment. The purchase price for the acquisition was $, net tangible assets acquired were $, and intangible assets including goodwill were $ based upon estimated fair values at the acquisition date. The Company funded this acquisition using available cash. The acquisition price and the results of operations for the acquired entity are not material in relation to the Company's consolidated financial statements.
NOTE 4:
| | $ | | | | Foreign inventories at average cost | | | | | | |
| | | | | | |
| Less: Excess of average cost over LIFO cost for U.S. inventories | | | | | | |
| Inventories | | $ | | | | $ | | |
The overall impact of LIFO layer liquidations increased gross profit by $, $, and $ in fiscal 2025, 2024, and 2023, respectively.
NOTE 5:
| | $ | | | | $ | | | | Goodwill acquired during the year | | | | | | | | |
| |
| Other, primarily currency translation | () | | | | | | () | |
| Balance at June 30, 2024 | | | | | | | | |
| Goodwill acquired during the year | | | | | | | | |
| |
| Other, primarily currency translation | () | | | | | | () | |
| Balance at June 30, 2025 | $ | | | | $ | | | | $ | | |
During fiscal 2025, the Company recorded purchase accounting working capital adjustments related to the Kopar acquisition, which increased the purchase price by $, decreased the fair value of net tangible assets acquired by $, and increased goodwill by $. Also, during fiscal 2025, the Company recorded working capital adjustments related to the TMS acquisition, which decreased the purchase price by $, increased the fair value of net tangible assets acquired by $, and decreased goodwill by $. Further, during fiscal 2025, the Company recorded purchase accounting and working capital adjustments related to the Hydradyne acquisition, which increased the purchase price by $, increased the fair value of net tangible assets acquired by $, increased net intangible assets by $, and increased goodwill by $.
The Company has eight () reporting units for which an annual goodwill impairment assessment was performed as of January 1, 2025. Based on the assessment performed, the Company concluded that the fair value of all of the reporting units exceeded their carrying amount as of January 1, 2025, therefore no impairment exists.
At June 30, 2025 and 2024, accumulated goodwill impairment losses subsequent to fiscal 2002 totaled $ related to the Service Center segment and $ related to the Engineered Solutions segment.
| | $ | | | | $ | | | | Trade names | | | | | | | | |
| |
| Other | | | | | | | | |
| Total Intangibles | $ | | | | $ | | | | $ | | |
| | | | | | | | | | | | | | | | | |
| June 30, 2024 | Amount | | Accumulated
Amortization | | Net
Book Value |
| Finite-Lived Intangibles: | | | | | |
| Customer relationships | $ | | | | $ | | | | $ | | |
| Trade names | | | | | | | | |
| |
| Other | | | | | | | | |
| Total Intangibles | $ | | | | $ | | | | $ | | |
Amounts include the impact of foreign currency translation. Fully amortized finite-lived identifiable intangible assets are written off in the period when they become fully amortized.
| | | | Trade names | | | | |
| Other | | | | |
| Total Finite-Lived Intangibles Acquired | $ | | | | |
Identifiable intangible assets with finite lives are reviewed for impairment when changes in conditions indicate carrying value may not be recoverable.
Amortization of identifiable intangibles totaled $, $, and $ in fiscal 2025, 2024, and 2023, respectively, and is included in selling, distribution, and administrative expense in the statements of consolidated income. Future amortization expense based on the Company’s identifiable intangible assets as of June 30, 2025 is estimated to be $ for 2026, $ for 2027, $ for 2028, $ for 2029, and $ for 2030.
NOTE 6:
| | $ | | | | Trade receivable securitization facility | | | | | | |
|
Covenants
The credit facility and the unsecured shelf facility contain restrictive covenants regarding liquidity, net worth, financial ratios, and other covenants. At June 30, 2025, the most restrictive of these covenants required that the Company have net indebtedness less than 3.75 times consolidated income before interest, taxes, depreciation and amortization (as defined). At June 30, 2025, the Company's net indebtedness was less than 0.4 times consolidated income before interest, taxes, depreciation and amortization (as defined in these agreements). The Company was in compliance with all financial covenants at June 30, 2025.
NOTE 7:
of the Company’s U.S. dollar-denominated unsecured variable rate debt. The notional
as principal payments were made. The interest rate swap effectively converts a portion of the floating rate interest payment into a fixed rate interest payment. The Company designated the interest rate swap as a pay-fixed, receive-floating interest rate swap instrument and is accounting for this derivative as a cash flow hedge. During fiscal 2021, the Company completed a transaction to amend and extend the interest rate swap agreement which resulted in an extension of the maturity date to January 31, 2026. The pay-fixed interest rate swap is considered a hybrid instrument with a financing component and an embedded at-market derivative that was designated as a cash flow hedge. The weighted average fixed pay rate is % and the interest rate swap is indexed to SOFR. The Company made various accounting elections related to changes in critical terms of the hedging relationship due to reference rate reform to preserve the hedging relationship. of variable rate debt to a rate of % as of June 30, 2025 and 2024. The fair value (Level 2 in the fair value hierarchy) of the interest rate cash flow hedge was $ as of June 30, 2025, which is included in other current assets in the consolidated balance sheet, and was $ as of June 30, 2024, which is included in other current assets and other assets in the consolidated balance sheet. Amounts reclassified from other comprehensive (loss) income, before tax, to interest expense was income of $, $, and $ for fiscal 2025, 2024, and 2023, respectively.
NOTE 8:
and $, respectively. The majority of these marketable securities are held in a rabbi trust for a non-qualified deferred compensation plan. The marketable securities are included in other assets on the consolidated balance sheets and their fair values were determined using quoted market prices (Level 1 in the fair value hierarchy). In addition, the Company holds Corporate-Owned Life Insurance (COLI) policies on certain retired employees, which are valued at the cash surrender value of the policies (Level 3 in the fair value hierarchy). The fair value of the COLI policies totaled $ and $, at June 30, 2025 and June 30, 2024, respectively, and are included in other assets on the consolidated balance sheets.As of June 30, 2025, the Company had no fixed interest rate debt outstanding. As of June 30, 2024, the carrying values of the Company's fixed interest rate debt outstanding under its unsecured shelf facility agreement with Prudential Investment Management approximated its fair value (Level 2 in the fair value hierarchy).
The revolving credit facility and the AR Securitization Facility contain variable interest rates and their carrying values approximate their fair values (Level 2 in the fair value hierarchy). The carrying value of our cash and cash equivalents, trade accounts receivable, and accounts payable, approximate fair value because of the short-term maturity of these financial instruments.
NOTE 9:
| | $ | | | | $ | | |
| Foreign | | | | | | | | |
| Income before income taxes | $ | | | | $ | | | | $ | | |
Provision for Income Taxes
| | $ | | | | $ | | | | State and local | | | | | | | | |
| Foreign | | | | | | | | |
| Total current | | | | | | | | |
| Deferred: | | | | | |
| Federal | () | | | () | | | () | |
| State and local | () | | | | | | () | |
| Foreign | () | | | () | | | () | |
| Total deferred | () | | | () | | | () | |
| Provision for income taxes | $ | | | | $ | | | | $ | | |
Effective Tax Rates
% | | | % | | | % | | Effects of: | | | | | |
| State and local taxes | | | | | | | | |
| Stock compensation | () | | | () | | | () | |
| GILTI/FDII | | | | () | | | () | |
| R & D credit | () | | | () | | | () | |
| U.S. tax on foreign income, net | () | | | () | | | | |
| Impact of foreign operations | | | | | | | | |
| Non-deductibles/Deductible dividend | | | | | | | | |
| Interest deduction | () | | | () | | | () | |
| Valuation allowance | | | | () | | | () | |
| Other, net | () | | | () | | | | |
| Effective income tax rate | | % | | | % | | | % |
| | $ | | | | Other expenses and reserves not currently deductible | | | | | |
|
| Leases | | | | | |
|
| Net operating loss carryforwards | | | | | |
| Capitalization of R&D costs | | | | | |
| Other | | | | | |
| Total deferred tax assets | $ | | | | $ | | |
| Less: Valuation allowance | | | | | |
| Deferred tax assets, net of valuation allowance | $ | | | | $ | | |
| Deferred tax liabilities: | | | |
| Inventories | $ | () | | | $ | () | |
| Goodwill and intangibles | () | | | () | |
| Leases | () | | | () | |
| Hedging instrument | () | | | () | |
| Depreciation and differences in property bases | () | | | () | |
| Total deferred tax liabilities | () | | | () | |
| Net deferred tax liabilities | $ | () | | | $ | () | |
| Net deferred tax liabilities are classified as follows: | | | |
| Other assets | $ | | | | $ | | |
| Other liabilities | () | | | () | |
| Net deferred tax liabilities | $ | () | | | $ | () | |
As of June 30, 2025 and 2024, the Company had foreign net operating loss carryforwards of approximately $ and $, respectively, the tax benefit of which is approximately $ and $, respectively. These loss carryforwards will expire at various dates beginning in 2036. As of June 30, 2025 and 2024, the Company had state net operating loss carryforwards, the tax benefit of which is approximately $ and $, respectively, which will expire at various dates beginning in 2034.
Valuation allowances are provided against deferred tax assets where it is considered more-likely-than-not that the Company will not realize the benefit of such assets. The remaining net deferred tax asset is the amount management believes is more-likely-than-not of being realized. The realization of these deferred tax assets can be impacted by changes to tax laws, statutory tax rates and future income levels. The Company evaluates the realization of its deferred tax assets each quarter throughout the year. During the fiscal years ended June 30, 2025 and 2024, the Company recorded a net tax expense (benefit) related to the change in valuation allowances of $ and $(), respectively. The total valuation allowance provided against the deferred tax assets is $ and $ as of June 30, 2025 and 2024, respectively.
As of June 30, 2025, the Company had accumulated undistributed earnings of non-U.S. subsidiaries of approximately $. The vast majority of such earnings have previously been subjected to the one-time transition tax or the Global Intangible Low Taxed Income (GILTI) inclusion. Therefore, any additional taxes due with respect to such earnings or the excess of the amount for financial reporting over the tax basis of our foreign investments would generally be limited to foreign withholding and state income taxes. In addition, we expect foreign tax credits would be available to either offset or partially reduce the tax cost in the event of a distribution. We intend, however, to indefinitely reinvest these earnings and expect future U.S. cash generation to be sufficient to meet future U.S. cash needs.
Unrecognized Income Tax Benefits
| | $ | | | | $ | | | | Current year tax positions | | | | | | | | |
| Prior year tax positions | | | | () | | | () | |
| Expirations of statutes of limitations | () | | | () | | | () | |
| |
| Unrecognized Income Tax Benefits at end of year | $ | | | | $ | | | | $ | | |
The Company recognizes interest and penalties related to uncertain tax positions in the provision for income taxes. During 2025, 2024, and 2023, the Company recognized $(), $, and $ of (income) expense, respectively, for interest and penalties related to unrecognized income tax benefits in its statements of consolidated income. The Company had a liability for penalties and interest of $, $, and $ as of June 30, 2025, 2024, and 2023, respectively. The Company anticipates a decrease to unrecognized income tax benefits within the next twelve months of approximately $, of which all would affect the effective income tax rate. Included in the balance of unrecognized income tax benefits at June 30, 2025, 2024, and 2023 are $, $, and $ respectively, of income tax benefits that, if recognized, would affect the effective income tax rate.
The Company is subject to U.S. federal income tax examinations for the tax years 2022 through 2024 and to state and local income tax examinations for the tax years 2019 through 2024. In addition, the Company is subject to foreign income tax examinations for the tax years 2018 through 2024.
The Company’s unrecognized income tax benefits are included in other liabilities in the consolidated balance sheets since payment of cash is not expected within one year, or as a reduction of a deferred tax asset.
On July 4, 2025, the One Big Beautiful Bill Act (OBBBA) was enacted into law. The OBBBA makes permanent key elements of the Tax Cuts and Jobs Act of 2017, as amended, including 100% bonus depreciation, domestic research cost expensing, and the business interest expense limitation. ASC 740, “Income Taxes”, requires the effects of changes in tax rates and laws on deferred tax balances to be recognized in the period in which the legislation is enacted. Consequently, as of the date of enactment, and during the three months ended September 30, 2025, the Company will evaluate all deferred tax balances under the newly enacted tax law and identify any other changes required to its financial statements as a result of the OBBBA. There is no effect on the Company's fiscal 2025 results. The Company is still evaluating the impact of the OBBBA and the results of such evaluations will be reflected on the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2026.
NOTE 10:
shares of the Company’s common stock held as treasury shares were restricted as collateral under escrow arrangements relating to change in control and director and officer indemnification agreements.Accumulated Other Comprehensive Loss
) | | $ | () | | | $ | | | | $ | () | | | Other comprehensive income | | | | | | | | | | | |
| Amounts reclassified from accumulated other comprehensive loss | | | | | | | () | | | () | |
| | | |
| Net current-period other comprehensive income | | | | | | | | | | | |
| Balance at June 30, 2023 | () | | | () | | | | | | () | |
| Other comprehensive (loss) income | () | | | () | | | | | | () | |
| Amounts reclassified from accumulated other comprehensive loss | | | | () | | | () | | | () | |
| Net current-period other comprehensive loss | () | | | () | | | () | | | () | |
| Balance at June 30, 2024 | () | | | () | | | | | | () | |
| Other comprehensive loss | () | | | () | | | () | | | () | |
| Amounts reclassified from accumulated other comprehensive loss | | | | () | | | () | | | () | |
| Net current-period other comprehensive loss | () | | | () | | | () | | | () | |
| Balance at June 30, 2025 | $ | () | | | $ | () | | | $ | | | | $ | () | |
Other Comprehensive (Loss) Income
) | | $ | () | | | $ | () | | | $ | () | | | $ | () | | | $ | () | | | $ | | | | $ | | | | $ | | | Post-employment benefits: | | | | | | | | | | | | | | | | | |
| Actuarial (loss) gain on re-measurement | () | | | () | | | () | | | () | | | () | | | () | | | | | | | | | | |
| Reclassification of net actuarial (gains) losses and prior service cost into other (income) expense, net and included in net periodic pension costs | () | | | () | | | () | | | () | | | () | | | () | | | | | | | | | | |
| Termination of pension plan | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Unrealized (loss) gain on cash flow hedge | () | | | () | | | () | | | | | | | | | | | | | | | | | | | |
Reclassification of interest from cash flow hedge into interest expense | () | | | () | | | () | | | () | | | () | | | () | | | () | | | () | | | () | |
| | | | | | | | | | | | | |
| Other comprehensive (loss) income | $ | () | | | $ | () | | | $ | () | | | $ | () | | | $ | () | | | $ | () | | | $ | | | | $ | | | | $ | | |
| | $ | | | | $ | | | | Average Shares Outstanding: | | | | | |
| Weighted-average common shares outstanding for basic computation | | | | | | | | |
| Dilutive effect of potential common shares | | | | | | | | |
| Weighted-average common shares outstanding for dilutive computation | | | | | | | | |
| Net Income Per Share — Basic | $ | | | | $ | | | | $ | | |
| Net Income Per Share — Diluted | $ | | | | $ | | | | $ | | |
Stock awards relating to , and shares of common stock were outstanding at June 30, 2025, 2024 and 2023, respectively, but were not included in the computation of diluted earnings per share for the fiscal years then ended as they were anti-dilutive.
NOTE 11:
| | $ | | | | $ | | | | Performance shares | | | | | | | | |
| Restricted stock and RSUs | | | | | | | | |
| Total compensation costs under award programs | $ | | | | $ | | | | $ | | |
Such amounts are included in selling, distribution, and administrative expense in the accompanying statements of consolidated income. The total income tax benefit recognized in the statements of consolidated income for share-based compensation plans was $, $, and $ for fiscal 2025, 2024, and 2023, respectively. It has been the practice of the Company to issue shares from treasury to satisfy requirements of awards paid with shares.
| | | | Performance shares | | | | |
| Restricted stock and RSUs | | | | |
| Total unrecognized compensation costs under award programs | $ | | | | |
Cost of these programs will be recognized as expense over the weighted-average remaining vesting period of years. The aggregate number of shares of common stock which may be awarded under the 2023 Plan is ; shares available for future grants at June 30, 2025 were .
Stock Appreciation Rights
| | | | | Risk free interest rate | | % | | | % | | | % |
| Dividend yield | | % | | | % | | | % |
| Volatility | | % | | | % | | | % |
| Per share fair value of SARs granted during the year | $ | | $ | | $ |
The expected life is based upon historical exercise experience of the officers, other key employees, and members of the Board of Directors. The risk free interest rate is based upon U.S. Treasury zero-coupon bonds with remaining terms equal to the expected life of the SARs. The assumed dividend yield has been estimated based upon the Company’s historical results and expectations for changes in dividends and stock prices. The volatility assumption is calculated based upon historical daily price observations of the Company’s common stock for a period equal to the expected life.
SARs are redeemable solely in Company common stock. The exercise price of stock option awards may be settled by the holder with cash or by tendering Company common stock.
| | $ | | | | Granted | | | | | |
| Exercised | () | | | | |
| Forfeited | () | | | | |
| Outstanding at end of year | | | | $ | | |
| Exercisable at end of year | | | | $ | | |
| Expected to vest at end of year | | | | $ | | |
The weighted-average remaining contractual terms for SARs outstanding, exercisable, and expected to vest at June 30, 2025 were , , and years, respectively. The aggregate intrinsic values of SARs outstanding, exercisable, and expected to vest at June 30, 2025 were $ $, and $, respectively. The aggregate intrinsic value of the SARs exercised during fiscal 2025, 2024, and 2023 was $, $, and $, respectively.
The total fair value of shares vested during fiscal 2025, 2024, and 2023 was $, $, and $, respectively.
| | $ | | | | Awarded | | | | | |
|
| Vested | () | | | | |
| Non-vested at end of year | | | | $ | | |
The Committee established three one-year goals for each of the 2025, 2024, and 2023 grants. Each fiscal year during the three-year term has its own separate goals, tied to the Company’s earnings before interest, tax, depreciation, and amortization (EBITDA) and after-tax return on assets (ROA). Achievement during any particular fiscal year is awarded and “banked” for payout at the end of the three-year term. For the outstanding grants as of June 30, 2025, the maximum number of shares that could be earned in future periods was .
Restricted Stock and Restricted Stock Units
Under the 2023 Plan, restricted stock award recipients have voting rights with respect to their shares, but are restricted from selling or transferring the shares prior to vesting; dividends are accrued and paid upon vesting. Restricted stock awards vest over periods of one to four years. RSUs are grants valued in shares of Applied stock, but shares are not issued until the grants vest three to five years from the award date, assuming continued employment with Applied; dividend equivalents on RSUs are accrued and paid upon vesting.
| | $ | | | | Granted | | | | | |
| Forfeitures | () | | | | |
| Vested | () | | | | |
| Non-vested at end of year | | | | $ | | |
NOTE 12:
and $, respectively, for the year ended June 30, 2025 and $ and $, respectively, for the year ended June 30, 2024. Variable lease costs and sublease income were not material. | | $ | | | | | | | |
| Operating lease liabilities | | | | |
| Other current liabilities | | $ | 39,776 | | | $ | 33,466 | |
| Other liabilities | | 158,544 | | | 104,143 | |
| Total operating lease liabilities | | $ | 198,320 | | | $ | 137,609 | |
| | | Weighted average incremental borrowing rate | | | % | | | % |
| | | | | | | | | | | | | | |
| Year Ended June 30, | | 2025 | | 2024 |
| Cash paid for operating leases | | $ | | | | $ | | |
| Right of use assets obtained in exchange for new operating lease liabilities | | $ | | | | $ | | |
| | 2027 | | |
| 2028 | | |
| 2029 | | |
| 2030 | | |
| Thereafter | | |
| Total lease payments | | |
| Less interest | | |
| Present value of lease liabilities | $ | | |
The Company maintains lease agreements for many of the operating facilities of businesses it acquires from previous owners. In many cases, the previous owners of the business acquired become employees of Applied and occupy management positions within those businesses. The payments under lease agreements of this nature totaled $ in fiscal 2025, $ in fiscal 2024, and $ in fiscal 2023.
NOTE 13:
| | $ | | | | $ | | | Less: Inter-segment sales1 | | | | | | | | |
| Net sales | $ | | | | $ | | | | $ | | |
| Less segment expenses: | | | | | |
| Cost of sales | | | | | | | |
Selling, distribution, and administrative expense, including depreciation2 | | | | | | | |
| Segment operating income | $ | | | | $ | | | | $ | | |
| Corporate & other expense, net | | | | | | |
| Interest expense, net | | | | | | |
| Other income, net | | | | | () | |
| Income before income taxes | | | | | $ | | |
| | | | | |
| Year Ended June 30, 2024 | Service Center | | Engineered Solutions | | Total |
| Total sales | $ | | | | $ | | | | $ | | |
Less: Inter-segment sales1 | | | | | | | | |
| Net sales | $ | | | | $ | | | | $ | | |
| Less segment expenses: | | | | | |
| Cost of sales | | | | | | | |
Selling, distribution, and administrative expense, including depreciation2 | | | | | | | |
| Segment operating income | $ | | | | $ | | | | $ | | |
| Corporate & other expense, net | | | | | | |
| Interest expense, net | | | | | | |
| Other income, net | | | | | () | |
| Income before income taxes | | | | | $ | | |
| | | | | |
| Year Ended June 30, 2023 | Service Center | | Engineered Solutions | | Total |
| Total sales | $ | | | | $ | | | | $ | | |
Less: Inter-segment sales1 | | | | | | | | |
| Net sales | $ | | | | $ | | | | $ | | |
| Less segment expenses: | | | | | |
| Cost of sales | | | | | | | |
Selling, distribution, and administrative expense, including depreciation2 | | | | | | | |
| Segment operating income | $ | | | | $ | | | | $ | | |
| Corporate & other expense, net | | | | | | |
| Interest expense, net | | | | | | |
| Other expense, net | | | | | | |
| Income before income taxes | | | | | $ | | |
1The Company accounts for inter-segment sales using market rates.
2Amortization of intangibles is recorded within selling, distribution, and administrative expense, and therefore included in segment operating income for all periods presented.
| | $ | | | | $ | | | | Depreciation and amortization of property | | | | | | | | |
| Amortization of intangibles | | | | | | | | |
| Capital expenditures | | | | | | | | |
| Year Ended June 30, 2024 | | | | | |
| Assets used in the business | $ | | | | $ | | | | $ | | |
| Depreciation and amortization of property | | | | | | | | |
| Amortization of intangibles | | | | | | | | |
| Capital expenditures | | | | | | | | |
| Year Ended June 30, 2023 | | | | | |
| Assets used in the business | $ | | | | $ | | | | $ | | |
| Depreciation and amortization of property | | | | | | | | |
| Amortization of intangibles | | | | | | | | |
| Capital expenditures | | | | | | | | |
Geographic Information
Long-lived assets are based on physical locations and are composed of the net book value of property and right of use assets. Information by geographic area is as follows:
| | $ | | | | Canada | | | | | |
| Other Countries | | | | | |
| Total | $ | | | | $ | | |
NOTE 14:
NOTE 15:
) | | $ | () | | | $ | () | | | Foreign currency transaction losses (gains) | | | | () | | | | |
| Net other periodic post-employment costs | | | | | | | | |
| Life insurance income, net | () | | | () | | | () | |
| Other, net | () | | | | | | () | |
| Total other (income) expense, net | $ | () | | | $ | () | | | $ | | |
NOTE 16:
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE.
None.
ITEM 9A. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
On December 31, 2024, the Company completed the acquisition of Hydradyne, LLC (Hydradyne). As permitted by SEC guidance, the scope of management’s evaluation of internal control over financing reporting as of June 30, 2025 did not include the internal control over financial reporting of Hydradyne. However, we are extending our oversight and monitoring processes that support our internal control over financial reporting to include Hydradyne's operations.
The Company's management, under the supervision and with the participation of the Chief Executive Officer (CEO) and Chief Financial Officer (CFO), evaluated the effectiveness of the Company's disclosure controls and procedures, as defined in Exchange Act Rule 13a-15(e), as of the end of the period covered by this report. Based on that evaluation, the CEO and CFO have concluded that the Company's disclosure controls and procedures are effective.
Management's Report on Internal Control over Financial Reporting
The management of Applied Industrial Technologies, Inc. is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed by, or under the supervision of, the President & CEO and the Vice President - CFO & Treasurer, and effected by the Company’s Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.
The Company’s internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the Company are being made only in accordance with authorizations of the Company’s management and Board of Directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the consolidated financial statements.
Because of inherent limitations, internal control over financial reporting can provide only reasonable, not absolute, assurance with respect to the preparation and presentation of the consolidated financial statements and may not prevent or detect misstatements. Further, because of changes in conditions, effectiveness of internal control over financial reporting may vary over time.
Management conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of June 30, 2025. This evaluation was based on the criteria set forth in the framework "Internal Control - Integrated Framework (2013)" issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management determined that the Company’s internal control over financial reporting was effective as of June 30, 2025.
The Company acquired Hydradyne, LLC (Hydradyne) on December 31, 2024. Management has excluded Hydradyne from its assessment of the effectiveness of the Company's internal control over financial reporting as of June 30, 2025. Hydradyne represents approximately 11.3% and 2.7% of total assets and net sales, respectively, of the consolidated financial statement amounts as of and for the fiscal year ended June 30, 2025.
The effectiveness of the Company’s internal control over financial reporting has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report which is included herein.
| | | | | | | | |
| /s/ Neil A. Schrimsher | | /s/ David K. Wells |
| President & Chief Executive Officer | | Vice President - Chief Financial Officer & Treasurer |
August 15, 2025
Changes in Internal Control Over Financial Reporting
There have not been any changes in internal control over financial reporting during the quarter ended June 30, 2025 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of Applied Industrial Technologies, Inc.
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Applied Industrial Technologies, Inc. and subsidiaries (the "Company") as of June 30, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 30, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended June 30, 2025 , of the Company and our report dated August 15, 2025, expressed an unqualified opinion on those financial statements.
As described in Management's Report on Internal Control over Financial Reporting, management excluded from its assessment the internal control over financial reporting at Hydradyne, LLC, which was acquired on December 31, 2024, and whose financial statements constitute 11.3% and 2.7% of total assets and net sales, respectively, of the consolidated financial statement amounts as of and for the year ended June 30, 2025. Accordingly, our audit did not include the internal control over financial reporting at Hydradyne, LLC.
Basis for Opinion
The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company's internal control over financial reporting is a process designed 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. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ DELOITTE & TOUCHE LLP
Cleveland, Ohio
August 15, 2025
ITEM 9B. OTHER INFORMATION.
During the fiscal quarter ended June 30, 2025, no director or officer of the Company , modified, or a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement" (in each case, as defined in Item 408 of Regulation S-K).
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.
Not applicable.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
The information required by this Item as to Applied's directors is incorporated by reference to Applied's Definitive Proxy Statement for its 2025 Annual Meeting of Stockholders (the “2025 Proxy Statement”), which will be filed pursuant to SEC Regulation 14A not later than 120 days after the end of Applied’s fiscal year ended June 30, 2025, under the caption “Item 1 - Election of Directors.” The information required by this Item as to Applied's executive officers has been furnished in this Annual Report in Part I, after Item 4, under the caption “Information about our Executive Officers.”
The information required by this Item regarding compliance with Section 16(a) of the Securities Exchange Act of 1934 is incorporated by reference to Applied's 2025 Proxy Statement, under the caption “Delinquent Section 16(a) Reports."
Applied’s Code of Business Ethics applies to our employees, including our principal executive officer, principal financial officer, and principal accounting officer. The Code of Business Ethics is posted via hyperlink at the investor relations area of our www.applied.com website. In addition, amendments to and waivers from the Code of Business Ethics will be disclosed promptly at the same location.
Applied has adopted insider trading policies and procedures governing the purchase, sale, and/or other dispositions of Applied's securities by directors, officers, and employees that are reasonably designed to promote compliance with insider trading laws, rules, and regulations, and the applicable listing standards of the New York Stock Exchange. A copy of Applied's Insider Trading Policy is filed herewith as Exhibit 19.
Information regarding the composition of Applied’s audit committee and the identification of audit committee financial experts serving on the audit committee is incorporated by reference to Applied's 2025 Proxy Statement, under the caption “Corporate Governance.”
ITEM 11. EXECUTIVE COMPENSATION.
The information required by this Item is incorporated by reference to Applied's 2025 Proxy Statement, under the captions “Director Compensation,” “Executive Compensation,” ”Compensation Committee Interlocks and Insider Participation,” and “Compensation Committee Report.”
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
Equity compensation plan information is incorporated herein by reference to Applied's 2025 Proxy Statement, under the caption "Equity Compensation Plan Information (as of June 30, 2025)".
Information concerning the security ownership of certain beneficial owners and management is incorporated by reference to Applied's 2025 Proxy Statement, under the caption “Holdings of Major Shareholders, Officers, and Directors.”
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
The information required by this Item is incorporated herein by reference to Applied's 2025 Proxy Statement, under the caption “Corporate Governance.”
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Principal accountant, (PCAOB ID No. ), fees and services required by this Item is incorporated herein by reference to Applied's 2025 Proxy Statement, under the caption “Item 3 - Vote to Ratify Appointment of Independent Auditors.”
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULE.
(a)1. Financial Statements.
The following consolidated financial statements, notes thereto, the reports of independent registered public accounting firm, and supplemental data are included in Item 8 of this report:
| | | | | | | | |
| • | Report of Independent Registered Public Accounting Firm |
| | |
| • | Statements of Consolidated Income for the Years Ended June 30, 2025, 2024, and 2023 |
| | |
| • | Statements of Consolidated Comprehensive Income for the Years Ended June 30, 2025, 2024, and 2023 |
| | |
| • | Consolidated Balance Sheets at June 30, 2025 and 2024 |
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| • | Statements of Consolidated Cash Flows for the Years Ended June 30, 2025, 2024, and 2023 |
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| • | Statements of Consolidated Shareholders' Equity For the Years Ended June 30, 2025, 2024, and 2023 |
| | |
| • | Notes to Consolidated Financial Statements for the Years Ended June 30, 2025, 2024, and 2023 |
(a)2. Financial Statement Schedule.
The following schedule is included in this Part IV, and is found in this report at the page indicated:
| | | | | | | | |
| Page No. |
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| Schedule II - Valuation and Qualifying Accounts: Pg. 71 |
All other schedules for which provision is made in the applicable accounting regulation of the Securities and Exchange Commission have been omitted because they are not required under the related instructions, are not applicable, or the required information is included in the consolidated financial statements and notes thereto.
(a)3. Exhibits.
| | | | | |
| * Asterisk indicates an executive compensation plan or arrangement. |
| Exhibit No. | Description |
| |
| 2.1 | Securities Purchase Agreement, dated November 21, 2024, by and among Applied Industrial Technologies, Inc., LOR, Inc., and Hydradyne, LLC (filed as Exhibit 2.1 to the Company’s Form 8-K filed November 22, 2024, SEC File No. 1-2299, and incorporated here by reference). |
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| 3.1 | |
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| 3.2 | |
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| 4.1 | |
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| 4.2 | |
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| 4.3 | |
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| 4.4 | |
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| 4.5 | |
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| 4.6 | |
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| 4.7 | First Amendment Agreement, dated as of May 12, 2023, among Applied Industrial Technologies, Inc., KeyBank National Association as Agent, and the Lenders set forth therein (filed as Exhibit 4.7 to the Company's Form 10-K for the fiscal year ended June 30, 2023 filed August 11, 2023, SEC File No. 1-2299, and incorporated here by reference). |
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| 4.8 | Guaranty of Payment Joinder, dated as of January 16, 2025, among Applied Bearing Distributors, LLC, Cangro Industries, LLC, Itech Automation Solutions, LLC, KeyBank National Association as Agent, and various financial institutions (filed as Exhibit 4.8 to Applied's Form 10-Q for the quarter ended March 31, 2025, SEC File No. 1-2299, and incorporated here by reference). |
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| 4.9 | |
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| 4.10 | |
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| 4.11 | |
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| 4.12 | Receivables Financing Agreement dated as of August 31, 2018, among AIT Receivables LLC, as borrower, PNC Bank, National Association, as administrative agent, Applied Industrial Technologies, Inc., as initial servicer, PNC Capital Markets LLC, as structuring agent and the additional persons from time to time party thereto, as lenders (filed as Exhibit 10.1 to Applied's Form 8-K filed September 6, 2018, SEC File No. 1-2299, and incorporated here by reference). |
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| 4.13 | Amendment No. 1 to Receivables Financing Agreement and Reaffirmation of Performance Guaranty dated as of March 26, 2021 among AIT Receivables LLC, as borrower, PNC Bank, National Association, as administrative agent, Applied Industrial Technologies, Inc., as initial servicer, PNC Capital Markets LLC, as structuring agent and the additional persons from time to time party thereto, as lenders (filed as Exhibit 10.2 to Applied's Form 8-K filed March 29, 2021, SEC File No. 1-2299, and incorporated here by reference). |
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| 4.14 | Amendment No. 2 to Receivables Financing Agreement and Reaffirmation of Performance Guaranty, dated as of May 12, 2023, by and among AIT Receivables, LLC, Applied Industrial Technologies, Inc., PNC Bank, National Association, Regions Bank, and PNC Capital Markets LLC (filed as Exhibit 4.10 to the Company's Form 10-K for the fiscal year ended June 30, 2023 filed August 11, 2023, SEC File No. 1-2299, and incorporated here by reference). |
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| 4.15 | Purchase and Sale Agreement dated as of August 31, 2018 among various entities listed on Schedule I thereto (including Applied Industrial Technologies, Inc.), as originators, Applied Industrial Technologies, Inc., as servicer, and AIT Receivables LLC, as buyer (filed as Exhibit 10.2 to Applied's Form 8-K filed September 6, 2018, SEC File No. 1-2299, and incorporated here by reference). |
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| 4.16 | Amendment No. 1 to Purchase and Sale Agreement dated as of November 19, 2018 among Applied Industrial Technologies, Inc. and various of its affiliates, as originators, Applied Industrial Technologies, Inc., as servicer, and AIT Receivables LLC, as buyer(filed as Exhibit 4.10 to Applied's Form 10-Q for the quarter ended March 31, 2021, SEC File No. 1-2299, and incorporated here by reference). |
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| 4.17 | Amendment No. 2 to Purchase and Sale Agreement dated as of March 26, 2021, among various entities listed on Schedule 1 thereto (including Applied Industrial Technologies, Inc.), as originators, Applied Industrial Technologies, Inc, as servicer, and AIT Receivables LLC, as buyer (filed as Exhibit 10.2 to Applied's Form 8-K filed March 29, 2021, SEC File No. 1-2299, and incorporated here by reference). |
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| 4.18 | |
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| 4.19 | Amendment No. 3 to Receivables Financing Agreement and Reaffirmation of Performance Guaranty dated as of August 6, 2023 among AIT Receivables LLC, as borrower, PNC Bank, National Association, as administrative agent, Applied Industrial Technologies, Inc., as initial servicer, PNC Capital Markets LLC, as structuring agent, and the additional persons from time to time party thereto, as lenders (filed as Exhibit 10.1 to Applied’s Form 8-K filed August 9, 2023, SEC File No. 1-2299, and incorporated here by reference). |
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| | | | | |
| 4.20 | Amendment No. 3 to Purchase and Sale Agreement dated as of August 4, 2023 among various entities listed on Schedule I thereto (including Applied Industrial Technologies, Inc.), as originators, Applied Industrial Technologies, Inc., as servicer, and AIT Receivables LLC, as buyer (filed as Exhibit 10.2 to Applied’s Form 8-K filed August 9, 2023, SEC File No. 1-2299, and incorporated here by reference). |
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| 4.21 | Amendment No. 4 to Receivables Financing Agreement and Reaffirmation of Performance Guaranty dated as of July 10, 2025 among AIT Receivables LLC, as Borrower, PNC Bank, National Association, as administrative agent, Applied Industrial Technologies, Inc., as initial servicer, PNC Capital Markets LLC, as structuring agent, and the additional person from time to time party thereto, as lenders (filed as Exhibit 10.1 to Applied’s Form 8-K filed July 11, 2025, SEC File No. 1-2299, and incorporated here by reference). |
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| 4.22 | Amendment No. 4 to Purchase and Sale Agreement dated as of July 10, 2025 among various entities listed on Schedule I thereto (including Applied Industrial Technologies, Inc.), as originators, Applied Industrial Technologies, Inc., as servicer, and AIT Receivables LLC, as buyer (filed as Exhibit 10.2 to Applied’s Form 8-K filed July 11, 2025, SEC File No. 1-2299, and incorporated here by reference). |
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| *10.1 | A written description of Applied's director compensation program is incorporated by reference to Applied’s proxy statement for the 2025 annual meeting of shareholders under the caption “Director Compensation.” |
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| *10.2 | |
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| *10.3 | |
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| *10.4 | |
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| *10.5 | |
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| *10.6 | |
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| *10.7 | |
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| *10.8 | |
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| *10.9 | |
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| *10.10 | |
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| *10.11 | |
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| *10.12 | |
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| *10.13 | |
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| *10.14 | |
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| *10.15 | |
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| *10.16 | |
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| *10.17 | |
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| *10.18 | |
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| *10.19 | |
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| *10.20 | |
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| *10.21 | |
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| *10.22 | |
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| *10.23 | |
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| *10.24 | |
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| *10.25 | |
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| *10.26 | |
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| *10.27 | |
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| *10.28 | |
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| *10.29 | |
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| *10.30 | |
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| *10.31 | |
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| 19 | |
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| 23 | |
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| 24 | |
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| 31 | |
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| 32 | |
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| 95 | |
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| 97 | |
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| 101 | The following financial information from Applied Industrial Technologies, Inc.'s Annual Report on Form 10-K for the year ended June 30, 2025, formatted in Inline XBRL (Extensible Business Reporting Language) includes: (i) the Statements of Consolidated Income, (ii) the Statements of Consolidated Comprehensive Income, (iii) the Consolidated Balance Sheets, (iv) the Statements of Consolidated Cash Flows, (v) the Statements of Consolidated Shareholders' Equity, and (vi) the Notes to the Consolidated Financial Statements. |
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| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
Applied will furnish a copy of any exhibit described above and not contained herein upon payment of a specified reasonable fee, which shall be limited to Applied's reasonable expenses in furnishing the exhibit.
Certain instruments with respect to long-term debt have not been filed as exhibits because the total amount of securities authorized under any one of the instruments does not exceed 10 percent of the total assets of the Company and its subsidiaries on a consolidated basis. The Company agrees to furnish to the Securities and Exchange Commission, upon request, a copy of each such instrument.
ITEM 16. FORM 10-K SUMMARY.
Not applicable.
| | $ | | | | $ | | | | | $ | | | (B) | | $ | | | | Returns reserve | | | | | | | | | | (A) | | | | | | | |
| | $ | | | | $ | | | | $ | | | | | $ | | | | | $ | | |
| Year Ended June 30, 2024 | | | | | | | | | | | | |
| Reserve deducted from assets to which it applies — | | | | | | | | | | | | |
| Accounts receivable: | | | | | | | | | | | | |
| Allowance for doubtful accounts | | $ | | | | $ | () | | | $ | | | | | $ | | | (B) | | $ | | |
| Returns reserve | | | | | | | | () | | (A) | | | | | | | |
| | $ | | | | $ | () | | | $ | () | | | | $ | | | | | $ | | |
| Year Ended June 30, 2023 | | | | | | | | | | | | |
| Reserve deducted from assets to which it applies — | | | | | | | | | | | | |
| Accounts receivable: | | | | | | | | | | | | |
| Allowance for doubtful accounts | | $ | | | | $ | | | | $ | | | | | $ | | | (B) | | $ | | |
| Returns reserve | | | | | | | | | | (A) | | | | | | | |
| | $ | | | | $ | | | | $ | | | | | $ | | | | | $ | | |
SIGNATURES.
Pursuant to the requirements of Section 13 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.
APPLIED INDUSTRIAL TECHNOLOGIES, INC.
| | | | | | | | |
| /s/ Neil A. Schrimsher | | /s/ David K. Wells |
Neil A. Schrimsher
President & Chief Executive Officer | | David K. Wells
Vice President-Chief Financial Officer & Treasurer
|
| | |
| /s/ Richard M. Wagner | | |
Richard M. Wagner
Chief Accounting Officer, Controller, & Principal Accounting Officer | | |
Date: August 15, 2025
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated.
| | | | | | | | |
| * | | * |
| Madhuri A. Andrews, Director | | Shelly M. Chadwick, Director |
| | |
| * | | * |
| Mary Dean Hall, Director | | Robert J. Pagano, Jr., Director |
| | |
| * | | * |
| Vincent K. Petrella, Director | | Joe A. Raver, Director |
| | |
| * | | /s/ Neil A. Schrimsher |
| Richard J. Simoncic, Director | | Neil A. Schrimsher, President & Chief Executive Officer and Director |
| | |
| * | | |
| Peter C. Wallace, Director and Chairman | | |
| | |
| /s/ Jon S. Ploetz |
| Jon S. Ploetz, as attorney in fact |
| for persons indicated by “*” |
Date: August 15, 2025
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