Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

YES [X]     NO [  ]NO [X]

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

YES [   ]     NO [X]

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   YES [X]     NO [   ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES [X]     [X]NO [   ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):  

Large accelerated filer  X                   Accelerated filer                       Non-accelerated filer __                  Smaller Reporting Company __

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

YES [   ]     NO [X]

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant at the close of business on December 31, 201429, 2017 was approximately $958,496,000.$1,288,543,257.  Registrant’s closing price as reported on the New York Stock Exchange for December 31, 201429, 2017 was $77.26$101.85 per share.

The number of shares of Registrant's Common Stock outstanding on August 21, 201522, 2018 was 12,772,06112,826,411 .

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Proxy Statement for the Registrant’s 20152018 Annual Meeting of Stockholders (the “Proxy Statement”) are incorporated by reference into Part III of this report.

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Forward Looking Statement

Statements contained in this Annual Report on Form 10-K that are not based on historical facts are "forward-looking statements"“forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of forward-looking terminology such as “should,” “could,” "may,"“may,” “will,” “expect," "believe," "estimate," "anticipate," ”intends,” "continue,"“believe,” “estimate,” “anticipate,” “intend,” “continue,” or similar terms or variations of those terms or the negative of those terms.  There are many factors that affect the Company’s business and the results of its operations and that may cause the actual results of operations in future periods to differ materially from those currently expected or desired.anticipated.  These factors include, but are not limited to materialto: materially adverse or unforeseenunanticipated legal judgments, fines, penalties or settlements,settlements; conditions in the financial and banking markets, including fluctuations in exchange rates and the inability to repatriate foreign cash, generalcash; domestic and international recessionary economic conditions, including the impact, length and degree of the current slow growth conditionseconomic downturns on the customers and markets we serve and more specifically conditions in the food service equipment, automotive, construction, aerospace, energy, oil and gas, transportation, consumer appliance and general industrial markets,markets; lower-cost competition,competition; the relative mix of products which impact margins and operating efficiencies both domestic and foreign, in certain of our businesses,businesses; the impact of higher raw material and component costs, particularly steel, petroleum based products and refrigeration components,components; an inability to realize the expected cost savings from restructuring activities including effective completion of plant consolidations, cost reduction efforts restructuring including procurement savings and productivity enhancements, capital management improvements, strategic capital expenditures, and the implementation of lean enterprise manufacturing techniques,techniques; the inability to achieve the savings expected from theglobal sourcing of raw materials from and diversification efforts in emerging markets,markets; the impact on cost structure and on economic conditions as a result of actual and threatened increases in trade tariffs; the inability to attain expected benefits from strategic alliances or acquisitions and the inability to effectively consummate and integrate such acquisitions and achieve synergies contemplatedenvisioned by the Company.  Other factors that couldCompany; market acceptance of our products; our ability to design, introduce and sell new products and related product components; the ability to redesign certain of our products to continue meeting evolving regulatory requirements; the impact the Company includeof delays initiated by our customers; and our ability to increase manufacturing production to meet demand; and potential changes to future pension funding requirements.  In addition, any forward-looking statements represent management's estimates only as of the day made and should not be relied upon as representing management's estimates as of any subsequent date.  While the Company may elect to update forward-looking statements at some point in the future, the Company and management specifically disclaim any obligation to do so, even if management's estimates change.

PART I

Item 1.  Business

Standex International Corporation (“Standex”, the “Company" or "we"⁽¹⁾) was incorporated in 1975 and is the successor of a corporation organized in 1955.  As used in this report, the terms “we,” “us,” “our,” the “Company” and “Standex” mean Standex International Corporation and its subsidiaries.  We have paid dividends each quarter since Standex became a public corporation in November 1964.  

⁽¹⁾

References in this Annual Report on Form 10-K to "Standex" or the "Company" or “we,” “our” or “us” shall mean Standex International Corporation and its subsidiaries.

Unless otherwise noted, references to years are to fiscal years.

We are a leading manufacturer of a variety of products and services for diverse commercial and industrial market segments.markets.  We have 1112 operating segments,business units, aggregated and organized for reporting purposes into five segments:  Food Service Equipment, Group, Engraving, Group, Engineering Technologies, Group, Electronics Products Group and Hydraulics Products Group.Hydraulics.  Overall management, strategic development and financial control are maintainedled by the executive staff fromat our corporate headquarters located in Salem, New Hampshire.

Our long-term strategy is to enhance shareholder value by building larger, more profitable industrial platforms through a value creation system that assists management in meeting specific corporate strategy has several primary components.and business unit financial and strategic performance goals in order to create, improve, and enhance shareholder value.  The Standex Value Creation System is a standard methodology which provides consistent tools used throughout the company in order to achieve our organization’s goals.  The Standex Value Creation System employs four components: Balanced Performance Plan, Standex Growth Disciplines, Standex Operational Excellence, and Standex Talent Management.  The Balanced Performance Plan process aligns annual goals throughout the business and provides a standard reporting, management and review process.  It is focused on setting and

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meeting annual and quarterly targets that support our short and long-term goals.  The Standex Growth Disciplines use a set of tools and processes including market maps, growth laneways, and market tests to identify opportunities to expand the business organically and through acquisitions.  Standex Operational Excellence employs a standard playbook and processes, including LEAN, to eliminate waste and improve profitability, cash flow and customer satisfaction.  Finally, the Standex Talent Management process is an organizational development process that provides training, development, and succession planning for our employees throughout our worldwide organization.  The Standex Value Creation System ties all disciplines in the organization together under a common umbrella by providing standard tools and processes to deliver our business objectives.

·

It is our objective to grow larger and more profitable business units through both organic initiatives and acquisitions.  On an ongoing basis weWe seek to identify and implement organic growth initiatives such as new product development, geographic expansion, introduction of products and technologies into new markets and applications, and leveraging of sales synergies between business units, key accounts and strategic sales channel partners.  Also, we utilizehave a long-term objective to create sizable business platforms by adding strategically aligned or “bolt on” acquisitions to strengthen the individual businesses, create both sales and cost synergies with our core business platforms, toand accelerate their growth and margin improvement.  There isWe look to drive continuous improvement within our core business platforms, accelerate growth and improve margins.  We have a particular focus on identifying and investing in opportunities that complement our products and will increase the global presence and capabilities of our businesses.  From time to time, we have divested, and likely will continue to divest, businesses that we felt werefeel are not strategic or diddo not meet our growth and return expectations.

·

We create “Customer Intimacy” by partneringutilizing the Standex Growth Disciplines to partner with our customers in order to develop and deliver custom solutions or engineered productscomponents that provide technology-driven solutions tosolve problems for our customers.customers or otherwise meet their needs.  This relationship generally provides us with the ability to sustainidentify new sales andopportunities with our customers, increase profit growth over time and provide superior operating margins tothat enhance shareholder returns.  Further, we have made a priority inof developing new sales channels and leveraging strategic customer relationships.

·

We focus on operational excellence throughStandex Operational Excellence drives continuous improvement in the cost structureefficiency of our businesses andbusinesses.  We recognize that our businesses are competing in a global economy that requires that we constantly striveus to improve our competitive position.  We have deployed a number of management competencies to drive improvements in cost structure of our business units including operational excellence through lean enterprise, the use of low cost manufacturing facilities in countries such as Mexico India, and China, the consolidation of manufacturing facilities to achieve economies of scale and leveraging of fixed infrastructure costs, alternate sourcing to achieve procurement cost reductions, and capital improvements to increase productivity in both the shop floor productivity, which drives improvements in the cost structure ofand back-office. 

The Company’s strong historical cash flow has been a cornerstone for funding our business units.

·

Our capital allocation strategy is tostrategy.  We use cash flow generated from operations to fund the strategic growth programs described above, including acquisitions dividends, and capital investments for organic growth, maintenance of our capital assets and cost reductions.  We recognize that cash flow is fundamental in our ability to invest in organic and acquisitive growth for our business units and return cash to our shareholders inthrough the formpayment of dividends to reflect the measure of quality from the earnings that we generate over time.and stock buybacks. 

Please visit our website at www.standex.com to learn more about us or to review our most recent SEC filings.  The information on our website is for informational purposes only and is not incorporated into this Annual Report on Form 10-K.

Description of Segments

Food Service Equipment

Food Service Equipment Group

Theis a provider of refrigeration, cooking, display merchandising and component pumps for the Commercial Food Service Equipment business is comprised of three groups.  The Refrigeration Solutions group manufactures walk in and cabinet coolers and freezers used in commercial food facilities and some industrial, life science and scientific applications.  The Cooking Solutions group manufacturers cooking equipment such as ovens, fryers, warmers and grills used in commercial food preparation and service.  The Specialty Solutions group consists of a specialty pump used in beverage applications and custom display merchandising.  Life Sciences markets.

Our products are used throughout the entire commercial food service process – from storage, to preparation, to cooking and to display.  We focus on the challenges of enabling retail and food service establishments to provide food and beverages that are fresh and appealing while at the same time providing for food safety, and energy efficiency.  In the scientific markets, our product portfolio is used to control the temperatures of critical health care products, medicines and laboratory samples.

In recent years, much of this segment has experienced head winds and operational challenges—especially with regard to standard products.  We have invested in order to improve margin performance in these standard products businesses.  At the same time, we plan to invest in further growing our differentiated products businesses through new product development, geographic expansion and selective acquisitions.

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Food Service Locations

Food Service Equipment and Scientific products are manufactured in Hudson, WI; New Albany, MS; Summerville, SC; Nogales, Mexico; Simpsonville, SC; San Antonio, TX; Belleville, WI; and Mountmellick, Ireland. In addition, we have our culinary demonstration center in Allen, TX where we work with customers on design and use of select products.

Markets and Applications

The commercial food service equipment that we design and manufacture is utilized in restaurants, convenience stores, quick-service restaurants, supermarkets, drug stores and institutions such as hotels, hospitals, and both corporateschool cafeterias. The life science equipment that we design and school cafeterias to meet the challenges of providing food and beverages that are fresh and appealing while at the same time providing for food safety, energy efficiency and reliability of the equipment performance.  In the scientific markets, our product portfoliomanufacture is used for research,in hospitals, pharmacies, clinical laboratories, reference laboratories, physicians’ offices and other clinical testing facilities.

Brands

NorLake®, Master-Bilt®, Lab Research products (LRP), American BioTech Supply (ABS), Cryosafe, CryoGuard, NorLake Scientific®, APW Wyott®, Bakers Pride®, Tri-Star, BKI®, Barbecue King, Ultrafryer®, Federal and storage of pharmaceuticals, reagents, enzymes, plasma, whole blood, bone marrow, viruses, stem cells DNA and plant samples.Procon®.

Food Service Equipment products are manufactured in Hudson, WI; New Albany, MS; Nogales, Mexico; Simpsonville, SC; San Antonio, TX; Belleville, WI; and Mountmellick, Ireland.  In addition, we have our culinary demonstration center in Allen, TX.  Our products are sold directly, through dealers, and through industry representatives in the Americas, Europe, Asia and Middle East.Products

Our product brands include:  

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Nor-Lake walk-in coolers and freezers and reach-in and under counter refrigerated cabinets to meet food service and scientific needs;

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Master-Bilt® and Kool Star® refrigerated reach-in and under counter refrigerated cabinets, cases, display units, and walk-in coolers and freezers;

-cold storage equipment for use in the life sciences  

APW Wyott®, Bakers Pride®, and Tri-Starcommercial ovens, char broilers, commercial ranges, griddles, toasters, warmers, roller grills and countertop merchandisers used in cooking, toasting, warming and merchandising food;

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BKI® and Barbecue King® commercial cook and hold units, rotisseries, pressure fryers, ovens and baking equipment;

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Ultrafryer® commercial deep fryers for restaurant and commercial installations;

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Federal merchandizing display cases for bakery, deli and confectionary products; and

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Procon® pump systems used in beverage and industrial fluid handling applications.

WeCustomers

Food Service Equipment products are sold to end-users, dealers, buying groups, consultants, government agencies and manufacturers.

Engraving

Standex Engraving Mold-Tech creates textures and surface finisheson tooling to enhance the beauty and function of a wide range of consumer goods and automotive products.  Standex Engraving Mold-Tech focuses on continuing to meet the needs of a changing marketplace by offering experienced craftsmanship while investing in the latest technology. Our growth strategy is to continue to expand this segment throughour capacity to service our customers both organically and inorganically across our global market and to innovate new product introductionstechnologies to enhance the functionalization of surface textures. We are one company operating in 27 countries using the same approach to service of our customers to guarantee harmony on global programs.

Markets and acquisitions.Applications

Standex Engraving Group

The Engraving Group consists of three product lines.  Mold-Tech is a world-wide leader in applying textures to molds on which manufacturers produce a final product with the desired surface textures on molded plastic parts and slush-molded parts.  Mold-Tech serveshas become the global auto industry as well as consumer goods.  Rolls platesleader by offering a full range of services to Original Equipment Manufacturers (OEM) markets. From start to finish, these services include the design of bespoke textures, the verification of the texture on a prototype, engraving the mold, enhancing and machinery is a niche businesspolishing it, and then offering on-site try-out support with ongoing tool maintenance and texture repair capabilities.

Specialized Standex Engraving Mold-Tech companies and brands also include:

Piazza Rosa and World Client Services which engraves patterns into rolls used to texturize building materials, packaging materials, papersoffer laser engraving and non-woven fabrics.  tool finishing in Europe and Mexico. 

Innovent, located in North America and Europe, is a specialized supplier of tools and machines used to produce diapers and products whichthat contain absorbent materials between layers of non-woven fabric.

We simplify the supply chain for global Original Equipment Manufacturers, “OEM”, as a single source texture solutions supplier.  We provide texturizing services for the production of automotive components, particularly for interior dashboards and upholstery, textiles for paper towels and hygiene products, consumer products and cosmetic appearances, construction applications, various synthetic flooring products, and electronics used in computers, cell phones and printers.

Our worldwide Mold-Tech locations enable us to better serve our customers within key geographic areas on 6 continents including the United States, Canada, Europe, China, India, Southeast Asia, Korea, Australia, South Africa, and South America.  Our products are primarily sold directly through our global sales network.  The Engraving Group serves a number of industries including automotive, plastics, building products, synthetic materials, converting, textile and paper, computer, housewares, hygiene product tooling and aerospace industries.  

The Engraving Group brands include:

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Mold-Tech® which provides design and program management services texturizes molds used in the production of plastic parts and manufactures nickel shell slush mold tooling.

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Mullen® Burst Testers.

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Roehlen®, B.F. Perkins®, Eastern Engraving and I R International manufacture machinery, engrave rolls and plates used in production of textured industrial products.

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Innovent is anThis engineering and manufacturing company deliveringprovides innovative product and service solutions to hygiene, aerospace and othervarious industrial clients around the world.

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Products and Services

WeLaser Engraving offers superior features previously unavailable on products, such as multiple gloss levels, the elimination of paint and optimized scratch performance, including the ability to create nano-finishes to enhance function.

Chemical Engraving produces carefully designed textures and finishes without seams or distortion. Exclusive to Standex Engraving Mold-Tech, Digital Transfer Technology guarantees consistency, pattern integrity and texture harmony around the world.

Architexture Design Studio uses proprietary technology with proven expertise to create and test custom textures. An original texture is designed to offer beauty and function, then a graphic hybrid of the texture is wrapped on digital 3D forms using Fit-to-Form technology. The texture is printed out using Rapid Texture Prototype technology to create a large-format skin that can be wrapped on a model for testing. This verification process is called Model-Tech® which is exclusive to Standex Engraving Mold-Tech.

Tool Enhancement services increase the wear resistance of the mold. Processes include Primeform anti-scratch, laser hardening in localized areas, Tribocoat® and Release Coat.

Tool Finishing and ongoing support allows customers to achieve outstanding quality while saving valuable time. These services include laser micro-welding, polishing and lapping, laser cladding to accommodate engineering changes, mold assembly, tool management, maintenance, texture repair and on-site support. Zero Parting Line is an exclusive Standex Engraving Mold-Tech process that eliminates the appearance of matched-insert parting lines.

Nickel Shell Molds are particularly focused on growth throughspecifically designed to withstand extreme production conditions and extend the establishmentlife of new “greenfield” facilitiesthe mold. Slush molds, IMG molds, IMGL molds and IMC molds are also produced. Standex Engraving Mold-Tech is the only nickel shell supplier in emerging marketsthree global locations: Portugal, USA and development of proprietary digital based process technology.  Our extensive worldwide network of 35 manufacturing and design centers provide uniform engravings to satisfy the needs of our global customers.  We expect to continue to strengthen our market leadership position through continuously expanding the breadth of products and services we provide customers globally.China.

Engineering Technologies GroupCustomers

This division has become the global leader by offering a full range of services to Original Equipment Manufacturers (OEM), product designers, Tier One Suppliers and Toolmakers all around the world.

Engineering Technologies

The Engineering Technologies Group, “ETG”, provides critical engineered parts in all workable metal alloys using various forming processes.  Our competitive advantage is to deliver neta provider of innovative, turnkey metal-formed solutions for OEM and near net formed single-source customized solutions which requires less input and raw material than traditional processes.  The industry defines net and near net forming as the delivery of parts that can be inserted directly into the production line with no or little surface finishing required. Our precision manufacturing capabilities include metal spinning, metal forming, press forming, stretch forming, hydroforming, heat treating and brazing, computer numerical control and electrical discharge machining, high speed milling, and other fabrication services in all thickness and size ranges for all workable metal alloys.

Tier-1 manufacturers on their advanced engineering designs.

ETG solutions are in a wide variety of advanced applications, where the utilization of our precision netseek to reduce input weight and near net forming technologies, combined with our business placement within the manufacturing process to delivermaterial cost, lower part count, and reduce complexity for unique customer design challenges often involving exotic materials, large dimensions, large thicknesses or thin-wall construction, complex shapes and contours, and/or single-piece construction requirements. We devise and manufacture these cost-effective components and assemblies with reduced input weight, part count,by combining a portfolio of best-in-class forming technologies, vertically integrated manufacturing processes, proven forming technical experience, and cycle times.  Theseon-site technical and design assistance.

We plan to grow Engineering Technologies Group by identifying new cutting-edge solutions are foundfor our metal-forming capabilities in the aviation, defense, energy, industrial, medical, marine, oilexisting and gas,adjacent markets via customer and manned and unmanned space markets.  Our components and assemblies have been present on most major commercial aviation aircraft engines and nacellesresearch collaborations, as well as defenseby increasing market share within strategic relationships in priority market segments through customer intimacy and navy nuclear programs.  We provide complex assemblies and formed solutions for the energy and oil and gas OEM’s, MRI machine formed components, and single piece formed and machined fuel and liquid oxygen tanks and tank domes for commercial and government space programs.technical education initiatives.

The group includes our legacyOur segment is comprised of two businesses including Spincraft, units, with locations in North Billerica, Massachusetts,MA, New Berlin, Wisconsin,WI, and theSpincraft ETG location in Newcastle upon Tyne in the U.K.  The latest addition to the group,U.K, as well as Enginetics, has plants located in Huber Heights, and Eastlake, OH.  Oursales are direct with the OEM’s in the particular market,throughout the world, with the majority of our sales in North America and Europe.

Electronics Products GroupMarkets and Applications

Engineering Technologies Group products serve applications within the space, aviation, defense, energy, medical, and general industrial markets.

-The space market we serve is comprised of components for space launch systems,  

-Our aviation market includes a large portfolio of components and assemblies for OEM turbine engines,  

-The defense market we serve covers a wide spectrum of metal applications, 

-The energy market includes components and assemblies for new and MRO gas turbines, as well as solutions for oil & gas exploration operations. 

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Brands

This business unit’s names are Spincraft and Enginetics.

Products

-fuel tanks, tank domes, combustion liners, nozzles, and crew vehicle structures 

-seals, heat shields, and combustor elements, as well as aerostructures, including air intake lipskins 

-missile nose cones and fabrications, large dimension exhaust systems, navy-nuclear propulsion, and others 

-components and assemblies for new and MRO gas turbines, as well as solutions for oil & gas exploration operations 

-MRI scanner vessel ends, shields, and centrifuge bowls 

Customers

Engineering Technologies components are sold directly to large space, aviation, defense, energy and medical companies, or suppliers to those companies.

Electronics Products Group

Electronics is a manufacturerglobal component and value-added solutions provider of custom magnetic sensing and electromechanicalpower conversion components such as: reed switches, reed relays; fluid level sensors, flow, pressure, proximity, conductive and inductive sensors; electronics assemblies; and magnetic components such as toroid and planar transformers.

assemblies.  We are a global componentsfocused on designing, engineering, and manufacturing innovative electro-magnetic solutions, provider who designs, engineers, and manufactures innovative electronic components and sensorsassemblies to solve our customers’ application needs. Our mission and vision is to be a strategic partnerneeds with customers utilizing our innovative capabilities and solutions to solve challenges, and deliver high-quality products.  Our components are small custom or standard parts that play an important role in larger products.  Our products are vitalabsolute commitment to a diverse array of markets where a component can provide critical system feedback such as on/off, flow, level monitoring, proximity, etc., switches and control capabilities, transforming and isolating power safely, and measuring fluid levels.  Our end user is typically an OEM industrial equipment manufacturer.  Other end-user markets include, but are not limited to: transportation, appliances, HVAC, security, military, medical, aerospace, instrumentation, and general industrial/power applications.customer first attitude through the Partner/Solve/Deliver® approach.  

Our components are manufactured in plants located in the USA, Mexico, Canada, the UK, Germany and China.  We sell and build relationships globally through our own direct sales force, regional sales managers, commissioned agents, representative groups, and distribution channels.  Our products are sold globally with approximately fifty percent of sales within North America, forty percent within Europe and the balance in Asia.

Our brand names are Standex Electronics and Standex-Meder Electronics.  We continue to expand thethis business through organic growth with current customers, new customers, developing new products and technologies, geographic expansion, and inorganic growth through strategic acquisitions.

Components are manufactured in plants located in the USA, Mexico, the U.K., Germany, Japan and China.

Hydraulics Products GroupMarkets and Applications

The diverse products and vertically integrated manufacturing capabilities offered for engineered solutions are vital to an array of markets for providing safe and efficient power transformation, current monitoring, isolation, as well as sensors to monitor systems for function and safety.  The end-user is typically an OEM industrial equipment manufacturer.  End-user markets include, but are not limited to transportation, smart-grid, alternative energy, appliances, HVAC, security, military, medical, aerospace, test and measurement, power distribution, and general industrial applications.

Brands

Business unit names are Standex Electronics, Standex-Meder Electronics, Northlake Engineering, Standex Electronics Japan, and world renown reed switch product brands of MEDER, KENT, and KOFU switches.  

Products

The magnetic sensing products employ technologies such as reed switch, Hall Effect, inductive, conductive and other technologies.  Sensing based solutions include a complete portfolio of reed relays, fluid level, proximity, motion, flow, HVAC condensate, hydraulic pressure differential as well as custom electronics sensors containing these technologies. The magnetics or power conversion products include custom wound transformers and inductors for low and high frequency applications, current sense technology, advanced planar transformer technology, value added assemblies, and mechanical packaging.

Customers

The business sells to a wide variety of automotive, industrial, medical, power and consumer goods customers globally through a direct sales force, regional sales managers, and field applications engineers, commissioned agents, representative groups, and distribution channels.  

Hydraulics

The Hydraulics Products Groupsegment is a leading global manufacturer of mobile hydraulic cylinders including single or double acting telescopic and piston rod hydraulic cylinders. Additionally we manufacture a specialty pneumatic cylinder and promote complete wet line kits, which are complete hydraulic systems for the heavy off-road construction and refuse markets.

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We are focused on custom designs and manufacturing of products that include a pump, valves, hosemeet customer specific requirements or applications. Our in house custom design abilities and fittings.responsiveness to our customers’ needs drive our continuous top line growth opportunities. We leverage our full line of products for the dump truck and trailer market and deep expertise in their application to expand into new markets, targeting the most challenging custom applications. Our flexible design capability, global supply chain and speed to market enable us to be successful in our expansion efforts. Our team is dedicated to superior customer service through our technical engineering support and on-time delivery.  

We plan to grow Hydraulics by expanding our cylinder offering, completing the hydraulics system with wet kits and sensors.

We manufacture our cylinders in Hayesville, OH and Tianjin, China. 

Markets and Applications

Industries that use our products are construction equipment, refuse, airline support, mining, oil and gas, and other material handling applications. Our products are utilized by OEMs on vehicles such as dump trucks, dump trailers, bottom dumps, garbage trucks (both recycling and rear loader), container roll off vehicles, hook lift trucks, liquid waste handlers, vacuum trucks, compactors, balers, airport catering vehicles, container handling equipment for airlines, lift trucks, yard tractors, and underground mining vehicles.

WeBrands

Our products are marketed through the Custom Hoists® brand.  

Products

Products include single and double acting telescopic and piston rod hydraulic cylinders. Additionally, we manufacture ourspecialty pneumatic cylinders in Hayesville, Ohio and Tianjin, China.  promote complete wet line kits, which are complete hydraulic systems that include a pump, valves, hoses and fittings. 

Customers

Our products are sold directly to OEMs, as well as distributors, dealers, and aftermarket repair outlets primarily in North America with some sales in South America and Asia.   

We provide Custom Hoists® branded single and double acting telescopic hydraulic cylinders and single stage, welded type piston rod hydraulic cylinders for use in the mobile hydraulics industry.

Responsiveness to new opportunities drives continuous top line growth.  We leverage our full line of products for the dump truck and trailer market and deep expertise in their application to expand into new markets, targeting challenging custom applications.  Our flexible design capability and global supply chain enable us to be successful in our expansion efforts.  Our team is dedicated to superior customer service through our technical engineering support and on-time delivery.

Raw Materials

Raw materials and components necessary for the manufacture of our products are generally available from numerous sources.  Generally, we are not dependent on a single source of raw materials and supplies.  We do not foresee unavailability of materials or supplies which would have a significant adverse effect on any of our businesses, nor any of our segments, in the near term.

Seasonality

We are a diversified business with generally low levels of seasonality, however our fiscal third quarter is typically the period with the lowest level of sales volume.

Patents and Trademarks

We hold approximately 58 United States patents and patents pending covering processes, methods and devices and approximately 44 United States trademarks.  Many counterparts of these patents have also been registered in various foreign countries.  In addition, we have various foreign registered and common law trademarks.  

Due to the diversity of our businesses and the markets served, the loss of any single patent or trademark would not, in our opinion, materially affect any individual segment.  

While we believe that many of our patents are important, we credit our competitive position in our niche markets to customer intimacy, engineering capabilities, manufacturing techniques and skills, marketing and sales promotions, service and the delivery of quality products.  

Customers

Our business is not dependent upon a single customer or a few large customers, the loss of any one of which would not have a material adverse effect on our operations.  No customer accounted for more than 5% of our consolidated revenue in fiscal 2015 or any of the years presented.  

Working Capital

Our primary source of working capital is the cash generated from continuing operations.  No segments require any special working capital needs outside of the normal course of business.  

Backlog

Backlog includes all active or open orders for goods and services that have a firm fixed customer purchase order with defined delivery dates.  Backlog also includes any future deliveries based on executed customer contracts, so long as such deliveries are based on agreed upon delivery schedules.  Backlog is not generally a significant factor in the Company’s businesses because of our relatively short delivery periods and rapid inventory turnover with the exception of Engineering Technologies.

Backlog orders in place at June 30, 2015 and 2014 are as follows (in thousands):  

Competition

Standex manufactures and markets products many of which have achieved a unique or leadership position in their market.  However, we encounter competition in varying degrees in all product groups and for each product line.  Competitors include domestic and foreign producers of the same and similar products.  The principal methods of competition are product performance and technology, price, delivery schedule, quality of services, and other terms and conditions.

International Operations

We have international operations in all of our business segments.  International operations are conducted at 5060 locations, in Europe, Canada, China, Japan, India, Southeast Asia, Korea, Australia, Mexico, Brazil, and South Africa.  See the Notes to Consolidated Financial Statements for international operations financial data.  Our net sales from international operations contributed approximately 27% of operating revenuesincreased from 31% in 2015 and 29%2017 to 32% in 2014.2018.  International operations are subject to certain inherent risks in connection with the conduct of business in foreign countries including, exchange controls, price controls, limitations on participation in local enterprises, nationalizations, expropriation and other governmental action, restrictions of repatriation of earnings, and changes in currency exchange rates.  

Research and Development

Developing new and improved products, broadening the application of established products, continuing efforts to improve our methods, processes, and equipment continues to drive our success.  However, due to the nature of our manufacturing operations and the types of products manufactured, expenditures for research and development are not significant to any

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individual segment or in the aggregate.  Research and development costs are quantified in the Notes to Consolidated Financial Statements.  We develop and design new products to meet customer needs in order to offer enhanced products or to provide customized solutions for customers.  

Environmental Matters

Based on our knowledge and current known facts, we believe that we are presently in substantial compliance with all existing applicable environmental laws and regulations and do not anticipate (i) any instances of non-compliance that will have a material effect on our future capital expenditures, earnings or competitive position.position or (ii) any material capital expenditures for environmental control facilities.  

Financial Information about Geographic Areas

Information regarding revenues from external customers attributed to the United States, all foreign countries and any individual foreign country, if material, is contained in the Notes to Consolidated Financial Statements for “Industry Segment Information.”  

Number of Employees

As of June 30, 2015,2018, we employed approximately 5,1005,600 employees of which approximately 2,2002,100 were in the United States.  About 300270 of our U.S. employees were represented by unions. Approximately 42% of our production workforce is situated in low-cost manufacturing regions such as Mexico Brazil and Asia.  

Executive Officers of Standex

The executive officers of the Company as of June 30, 20152018 were as follows:

The executive officers are elected each year at the first meeting of the Board of Directors subsequent to the annual meeting of stockholders, to serve for one-year terms of office.  There are no family relationships among any of the directors or executive officers of the Company.

Long-Lived Assets

Long-lived assets are described and discussed in the Notes to Consolidated Financial Statements under the caption “Long-Lived Assets.”  

Available Information

Standex’s corporate headquarters are at 11 Keewaydin Drive, Salem, New Hampshire 03079, and our telephone number at that location is (603) 893-9701.

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The U.S. Securities and Exchange Commission (the “SEC”) maintains an internet website at www.sec.gov that contains our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and proxy statements, and all amendments thereto.  All reports that we file with the SEC may be read and copied at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, DC 20549. Information about the operation of the Public Reference Room can be obtained by calling the SEC at 1-800-SEC-0330. Standex’s internet website address is www.standex.com.  Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and proxy statements, and all amendments thereto, are available free of charge on our website as soon as reasonably practicable after such reports are electronically filed with or furnished to the SEC.  In addition, our code of business conduct, our code of ethics for senior financial management, our corporate governance guidelines, and the charters of each of the committees of our Board of Directors (which are not deemed filed by this reference), are available on our website and are available in print to any Standex shareholder, without charge, upon request in writing to “Chief Legal Officer, Standex International Corporation, 11 Keewaydin Drive, Salem, New Hampshire, 03079.”

The certifications of Standex’s Chief Executive Officer and Chief Financial Officer, as required by the rules adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, are filed as exhibits to this Form 10-K.  

Item 1A.  Risk Factors

An investment in the Company’s common sharesCompany involves various risks, including those mentioned below and those that are discussed from time to time in our other periodic filings with the SEC.Securities and Exchange Commission.  Investors should carefully consider these risks, along with the other information filed in this report, before making an investment decision regarding our common shares.  Allthe Company.  Any of these risks could have a material adverse effect on our financial condition, results of operations and/or value of our common shares.an investment in the Company.

A deterioration in the domestic and international economic environment could adversely affect our operating results, cashflow and financial condition.

Recessionary economic conditions, coupled with or without a tightening of credit, could adversely impact major markets served by our businesses, including cyclical markets such as automotive, aviation, energy and power, heavy construction vehicle, general industrial, consumer appliances and food service.  An economic recession could adversely affect our business by:

•

reducing demand for our products and services, particularly in markets where demand for our products and services is cyclical;

•

causing delays or cancellations of orders for our products or services;

•

reducing capital spending by our customers;

•

increasing price competition in our markets;

•

increasing difficulty in collecting accounts receivable;

•

increasing the risk of excess or obsolete inventories;

•

increasing the risk of impairment to long-lived assets due to reduced use of manufacturing facilities;

•

increasing the risk of supply interruptions that would be disruptive to our manufacturing processes; and

•

reducing the availability of credit and spending power for our customers.

We rely on our credit facility to provide us with sufficient capital to operate our businesses.

We rely on our revolving credit facility, in part along with operating cash flow, to provide us with sufficient capital to operate our businesses.  The availability of borrowings under our revolving credit facility is dependent upon our compliance with the covenants set forth in the facility, including the maintenance of certain financial ratios.  Our ability to comply with these covenants is dependent upon our future performance, which is subject to economic conditions in our markets along with factors that are beyond our control.  Violation of those covenants could result in our lenders restricting or terminating our borrowing ability under our credit facility, cause us to be liable for covenant waiver fees or other obligations, or trigger an event of default under the terms of our credit facility, which could result in acceleration of the debt under the facility and require prepayment of the debt before its due date.  Even if new financing is available in the event of a default under our current credit facility, the interest rate charged on any new borrowing could be substantially higher than under the current credit facility, thus adversely affecting our overall financial condition.  If our lenders reduce or terminate our access to amounts under our credit facility, we may not have sufficient capital to fund our working capital needs or we may need to secure additional capital or financing to fund our working capital requirements or to repay outstanding debt under our credit facility.

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Our credit facility contains covenants that restrict our activities.

Our revolving credit facility contains covenants that restrict our activities, including our ability to:

•

incur additional indebtedness;

•make investments, including acquisitions; 

make investments;

•

create liens;

•

pay cash dividends to shareholders unless we are in compliancecompliant with the financial covenants set forth in the credit facility; and

•

sell material assets.

Our global operations subject us to international business risks.

We operate in 5060 locations outside of the United States in Europe, Canada, China, Japan, India, Singapore, Korea, Australia, Mexico, Brazil, Turkey, Malaysia, and South Africa.  If we are unable to successfully manage the risks inherent to the operation and expansion of our global businesses, those risks could have a material adverse effect on our business, results of operations, cashflow or financial condition.  ThoseThese international business risks include:

•

fluctuations in currency exchange rates;

•changes in government regulations; 

•restrictions on repatriation of earnings;

•

���import and export controls;

•

political, social and economic instability or disruptions;instability;  

•

potential adverse tax consequences;

•

difficulties in staffing and managing multi-national operations;

•unexpected changes in zoning or other land-use requirements; 

•difficulties in our ability to enforce legal rights and remedies; and

•

changes in regulatory requirements.

Failure to achieve expected savings and synergies could adversely impact our operating profits and cash flows.

We focus on improving profitability through leanLEAN enterprise, low cost sourcing and manufacturing initiatives, improving working capital management, developing new and enhanced products, consolidating factories where appropriate, automating manufacturing processes, diversification efforts and completing acquisitions which deliver synergies to supplementstimulate sales and growth.  If we wereare unable to successfully execute these programs, thissuch failure could adversely affect our operating profits and cash flows.  In addition, actions we may take to consolidate manufacturing operations to achieve cost savings or adjust to market developments may result in restructuring charges that adversely affect our profits.

Violation of anti-bribery or similar laws by our employees, business partners or agents could result in fines, penalties, damage to our reputation or other adverse consequences.

We cannot assure that our internal controls, code of conduct and training of our employees will provide complete protection from reckless or criminal acts of our employees, business partners or agents that might violate USUnited States or international laws relating to anti-bribery or similar topics.  An action resulting in aA violation of these laws could subject us to civil or criminal investigations that could result in substantial civil or criminal fines and penalties and which could damage our reputation.

We face significant competition in our markets and, if we are not able to respond to competition in our markets, our net sales, profits and cash flows could decline.

Our businesses operate in highly competitive markets.  In order toTo compete effectively, compete, we must retain long standing relationships with significant customers, offer attractive pricing, maintain product quality, develop enhancements to products that offer performance features that are superior to our competitors and which maintain our brand recognition, continue to automate our manufacturing capabilities, continue to grow our business by establishing relationships with new customers, diversify into emerging markets and penetrate new markets.  If we are unable to compete effectively, our net sales, profitability and cash flows could decline.  Pricing pressures resulting from competition may adversely affect our net sales and profitability.

If we are unable to successfully introduce new products and product enhancements, our future growth could be impaired.

Our ability to develop new products and innovations to satisfy customer needs or demands in the markets we serve can affect our competitive position and often requires significant investment of resources.  Difficulties or delays in research, development

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or production of new products and services or failure to gain market acceptance of new products and technologies may significantly reduce future net sales and adversely affect our competitive position.

Increased prices or significant shortages of the commodities that we use in our businesses could result in lower net sales, profits and cash flows.

We purchase large quantities of steel, aluminum, refrigeration components, freight services, foam insulation and other metal commodities for the manufacture of our products.  Historically, prices for commodities have fluctuated, and we are unable to enter into long term contracts or other arrangements to hedge the risk of price increases in many of these commodities.  Significant price increases for these commodities could adversely affect our operating profits if we cannot timely mitigate the price increases by successfully sourcing lower cost commodities or by passing the increased costs on to customers.  Shortages or other disruptions in the supply of these commodities could delay sales or increase costs.

Current and threatened tariffs on components and finished goods from China and other countries could result in lower net sales, profits and cash flows and could impair the value of our investments in our Chinese operations.

As part of our low-cost country sourcing strategy, we (i) maintain manufacturing facilities in China and (ii) import certain components and finished goods from our own facilities and third-party suppliers in China.  Many of the components and finished goods we import from China are subject to tariffs recently enacted by the United States government as well as additional proposed tariffs.  While we attempt to pass on these additional costs to our customers, competitive factors (including competitors who import from other countries not subject to such tariffs) may limit our ability to sustain price increases and, as a result, may adversely impact our net sales, profits and cash flows.  In addition, the maintenance of such tariffs over the long-term could impair the value of our investments in our Chinese operations.

An inability to identify or complete future acquisitions could adversely affect our future growth.

As part of our growth strategy, we intend to pursue acquisitions that provide opportunities for profitable growth for our businesses and which enable us to leverage our competitive strengths.  While we continue to evaluate potential acquisitions, we may not be able to identify and successfully negotiate suitable acquisitions, obtain financing for future acquisitions on satisfactory terms, obtain regulatory approval for certain acquisitions or otherwise complete acquisitions in the future.  An inability to identify or complete future acquisitions could limit our future growth.

We may experience difficulties in integrating acquisitions.

Integration of acquired companies involves a number ofseveral risks, including:

•

inability to operate acquired businesses profitably;

•

failure to accomplish strategic objectives for those acquisitions;

•

unanticipated costs relating to acquisitions or to the integration of the acquired businesses;

•

difficulties in achieving planned cost savings synergies and growth opportunities; and

•

possible future impairment charges for goodwill and non-amortizable intangible assets that are recorded as a result ofdue to acquisitions.

Additionally, our level of indebtedness may increase in the future if we finance acquisitions with debt, which would cause us to incur additional interest expense and could increase our vulnerability to general adverse economic and industry conditions and limit our ability to service our debt or obtain additional financing.  We cannot assure that future acquisitions will not have a material adverse effect on our financial condition, results of operations and cash flows.

Impairment charges could reduce our profitability.

We test goodwill and our other intangible assets with indefinite useful lives for impairment on an annual basis or on an interim basis if an event occursa potential impairment factor arises that might reduceindicates the fair value of the reporting unit may fall below its carrying value.  Various uncertainties, including continued adverse conditions in the capital markets or changes in general economic conditions, could impact the future operating performance at one or more of our businesses which could significantly affect our valuations and could result in additional future impairments.  The recognition of an impairment of a significant portion of goodwill would negatively affect our results of operations and could be a material effect to us.operations.  

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MaterialMaterially adverse or unforeseen legal judgments, fines, penalties or settlements could have an adverse impact on our profits and cash flows.

We are and may, from time to time, become a party to legal proceedings incidental to our businesses, including, but not limited to, alleged claims relating to product liability, environmental compliance, patent infringement, commercial disputes and employment and regulatory matters.  In accordance with United States generally accepted accounting principles, we have establishedestablish reserves based on our assessment of contingencies.contingent liabilities.  Subsequent developments in legal proceedings may affect our assessment and estimates of loss contingencies, recorded as reserves, which could require us to record additional reserves or make material payments which could adversely affect our profits and cash flows.  Even the successful defense of legal proceedings may cause us to incur substantial legal costs and may divert management's time and resources away from our businesses.

The costs of complying with existing or future environmental regulations, and of correcting any violations of these regulations, could increase our expenses and reduceimpact our profitability.

We are subject to a variety of environmental laws relating to the storage, discharge, handling, emission, generation, use and disposal of chemicals, hazardous waste and other toxic and hazardous materials used to manufacture, or resulting from the process of manufacturing, our products.  We cannot predict the nature, scope or effect of regulatory requirements to which our operations might be subject or the manner in which existing or future laws will be administered or interpreted.  We are also exposed to potential legacy environmental risks relating to businesses we no longer own or operate.  Future regulations could be applied to materials, products or activities that have not been subject to regulation previously.  The costs of complying with new or more stringent regulations, or with more vigorous enforcement of these or existing regulations, could be significant.

In addition, properly permitted waste disposal facilities used by us as a legal and legitimate repository for hazardous waste may in the future become mismanaged or abandoned without our knowledge or involvement.  In such event, legacy landfill liability could attach to or be imposed upon us in proportion to the waste deposited at any disposal facility.

Environmental laws require us to maintain and comply with a number of permits, authorizations and approvals and to maintain and update training programs and safety data regarding materials used in our processes.  Violations of these requirements could result in financial penalties and other enforcement actions.  We could be required to halt one or more portions of our operations until a violation is cured.  Although we attempt to operate in compliance with these environmental laws, we may not succeed in this effort at all times.  The costs of curing violations or resolving enforcement actions that might be initiated by government authorities could be substantial.

The costs of complying with existing or future regulations applicable to our products, and of correcting any violations of such regulations, could impact our profitability.

Certain of our products are subject to regulations promulgated by administrative agencies such as the Department of Energy, Occupational Health and Safety Administration and the Food and Drug Administration.  Such regulations, among other matters, specify requirements regarding energy efficiency and product safety.  Regulatory violations could result in financial penalties and other enforcement actions.  We could be required to halt production of one or more products until a violation is cured.  Although we attempt to produce our products in compliance with these requirements, the costs of curing violations or resolving enforcement actions that might be initiated by administrative agencies could be substantial.

Strategic divestitures could negatively affect our results and contingent liabilities from businesses that we have soldsell could adversely affect our results of operations and financial condition.

WeFrom time to time, we have sold and may continue to sell business that we consider to be either underperforming or no longer part of our strategic vision.  The sale of any such business could result in a financial loss and/or write-down of goodwill which could have a material adverse effect on our results for the financial reporting period during which such sale occurs.  In addition, in connection with such divestitures, we have retained, and may in the future retain responsibility for some of the known and unknown contingent liabilities related to a number of businesses we have sold,certain divestitures such as lawsuits, tax liabilities, product liability claims, and environmental matters and have agreed to indemnify purchasers of these businesses for certain of those contingent liabilities.matters.  

The trading price of our common stock has been volatile, and investors in our common stock may experience substantial losses.

The trading price of our common stock has been volatile and may become volatile again in the future.  The trading price of our common stock could decline or fluctuate in response to a variety of factors, including:

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•

our failure to meet the performance estimates of securities analysts;

•

changes in financial estimates of our net sales and operating results or buy/sell recommendations by securities analysts;

•

fluctuations in our quarterly operating results;

•

substantial sales of our common stock;

•

changes in the amount or frequency of our payment of dividends or repurchases of our common stock;

•

general stock market conditions; or

•

other economic or external factors.

Decreases in discount rates and actual rates of return could require an increase in future pension contributions to our pension plans which could limit our flexibility in managing our Company.

KeyThe discount rate and the expected rate of return on plan assets represent key assumptions inherent in our actuarially calculated pension plan obligations and pension plan expense are the discount rate and the expected rate of return on plan assets.expense.  If discount rates and actual rates of return on invested plan assets were to decrease significantly, our pension plan obligations could increase materially.  TheAlthough our pension plans have been frozen, the size of future required pension contributions could require us to dedicate a greater portion of our cash flow from operations to making contributions, which could negatively impact our financial flexibility.

Our business could be negatively impacted by cybersecurity threats, information systems and network interruptions, and other security threats or disruptions.

Our information technology networks and related systems are critical to the operation of our business and essential to our ability to successfully perform day-to-day operations.  Cybersecurity threats in particular, are persistent, evolve quickly, and include, but are not limited to, computer viruses, ransomware, attempts to access information, denial of service and other electronic security breaches.  These events could disrupt our operations or customers and other third partythird-party IT systems in which we are involved and could negatively impact our reputation among our customers and the public which could have a negative impact on our financial conditions, results of operations, or liquidity.

We are subject to increasing regulation associated with data privacy and processing, the violation of which could result in significant penalties and harm our reputation.

Regulatory scrutiny of privacy, data protection, collection, use and sharing of data is increasing on a global basis. Like all global companies, we are subject to a number of laws, rules and directives (“privacy laws”) relating to the collection, use, retention, security, processing and transfer (“processing”) of personally identifiable information about our employees, customers and suppliers (“personal data”) in the countries where we operate.  The most notable of these privacy laws is the EU’s General Data Protection Regulation (“GDPR”), which came into effect in 2018.  GDPR extends the scope of the EU data protection law to all foreign companies processing data of EU residents and imposes a strict data protection compliance regime with severe penalties for non-compliance of up to the greater of 4% of worldwide turnover and €20 million.  While we continue to strengthen our data privacy and protection policies and to train our personnel accordingly, a determination that there have been violations of GDPR or other privacy or data protection laws could expose us to significant damage awards, fines and other penalties that could, individually or in the aggregate, materially harm our results of operations and reputation.

Various restrictions in our charter documents, Delaware law and our credit agreement could prevent or delay a change in control of us that is not supported by our board of directors.

We are subject to a number ofseveral provisions in our charter documents, Delaware law and our credit facility that may discourage, delay or prevent a merger, acquisition or change of control that a stockholder may consider favorable.  These anti-takeover provisions include:

•

maintaining a classified board and imposing advance notice procedures for nominations of candidates for election as directors and for stockholder proposals to be considered at stockholders' meetings;

•

a provision in our certificate of incorporation that requires the approval of the holders of 80% of the outstanding shares of our common stock to adopt any agreement of merger, the sale of substantially all of the assets of Standexthe Company to a third party or the issuance or transfer by Standexthe Company of voting securities having a fair market value of $1 million or more to a third party, if in any such case such third party is the beneficial owner of 10% or more of the outstanding shares of our common stock, unless the transaction has been approved prior to its consummation by all of our directors;

•

requiring the affirmative vote of the holders of at least 80% of the outstanding shares of our common stock for stockholders to amend our amended and restated by-laws;

•

covenants in our credit facility restricting mergers, asset sales and similar transactions; and

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•

the Delaware anti-takeover statute contained in Section 203 of the Delaware General Corporation Law.

Section 203 of the Delaware General Corporation Law prohibits a merger, consolidation, asset sale or other similar business combination between Standexthe Company and any stockholder of 15% or more of our voting stock for a period of three years after the stockholder acquires 15% or more of our voting stock, unless (1) the transaction is approved by our board of directors before the stockholder acquires 15% or more of our voting stock, (2) upon completing the transaction the stockholder owns at least 85% of our voting stock outstanding at the commencement of the transaction, or (3) the transaction is approved by our board of directors and the holders of 66 2/3% of our voting stock, excluding shares of our voting stock owned by the stockholder.

Item 1B.  Unresolved Staff Comments

None.

Item 2.  Properties

We have a total of 94107 facilities, of which we operate 7789 manufacturing plants and warehouses located throughout the United States, Europe, Canada, Australia, Southeast Asia, Korea, Japan, China, India, Brazil, South Africa, and Mexico. The Company owns 2521 of the facilities and the balance are leased.  For the year ended June 30, 20152018 the approximate building space utilized by each product groupsegment is as follows:  

⁽¹⁾   EMEA consists primarily of Europe, Middle East and S. Africa.

In general, the buildings are in sound operating condition and are considered to be adequate for their intended purposes and current uses.

We own substantially all of the machinery and equipment utilized in our businesses.

Item 3.  Legal Proceedings

Discussion of legal matters is incorporated by reference to Part II, Item 8, Note 12, “CONTINGENCIES,” in the Notes to the Consolidated Financial Statements.

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Item 4.  Mine Safety Disclosures

Not Applicable

PART II

Item 5.  Market for Standex Common Stock

Related Stockholder Matters and Issuer Purchases of Equity Securities

The principal market in which the Common Stock of Standex is traded is the New York Stock Exchange under the ticker symbol “SXI”.  The high and low sales prices for the Common Stock on the New York Stock Exchange and the dividends paid per Common Share for each quarter in the last two fiscal years are as follows:

The approximate number of stockholders of record on July 31, 20152018 was 1,683.1,630.  

Additional information regarding our equity compensation plans is presented in the Notes to Consolidated Financial Statements under the caption “Stock-Based Compensation and Purchase Plans” and Item 12 “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.”

⁽¹⁾The Company has a Stock Buyback Program (the “Program”) which was originally announced on January 30, 1985.1985 and most recently amended on April 26, 2016.  Under the Program, the Company is authorized to repurchase up to an aggregate of $100 million of its shares.  Under the program, purchases may repurchase its sharesbe made from time to time either inon the open market, including through 10b5-1 trading plans, or through privateprivately negotiated transactions, whenever it appears prudent to do so.  The Program has no expiration date,block transactions, or other techniques in accordance with prevailing market conditions and the Company from time to time may authorize additional increasesrequirements of share incrementsthe Securities and Exchange Commission. The Board’s authorization is open-ended and does not establish a timeframe for buyback authority so as to maintain the Program.purchases. The Company authorized, on August 20, 2013,is not obligated to acquire a particular number of shares, and the repurchase of 0.5 million shares for repurchase pursuant to its Program.  All previously announced repurchases have been completed.program may be discontinued at any time at the Company’s discretion.

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The following graph compares the cumulative total stockholder return on the Company’s Common Stock as of the end of each of the last five fiscal years, with the cumulative total stockholder return on the Standard & Poor’s Small Cap 600 (Industrial Segment) Index and on the Russell 2000 Index, assuming an investment of $100 in each at their closing prices on June 30, 20082013 and the reinvestment of all dividends.

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Item 6.  Selected Consolidated Financial Data

Selected financial data for the five years ended June 30, is as follows:

See Item 7 for discussions on comparability of the below.

Item 7.  Management's Discussion and Analysis of Financial Condition and Results of Operations

Overview

Overview

We are a leading manufacturer of a variety of products and services for diverse commercial and industrial markets.  We have twelve operating business units, aggregated and organized for reporting purposes into five reportable segments:  Food Service Equipment, Group, Engraving, Group, Engineering Technologies, Group, Electronics Products Group, and Hydraulics.  Overall management, strategic development and financial control are led by the Hydraulics Products Group.executive staff at our corporate headquarters located in Salem, New Hampshire.

Our long termlong-term strategy is to build larger industrial platforms through a value creation system that assists management in meeting specific corporate and business unit financial and strategic performance goals in order to create, improve, and sustainenhance shareholder value.  The Standex Value Creation System hasis a standard methodology which provides consistent tools used throughout the company in order to achieve our organization’s goal of transforming from its historic roots as a holding company to an efficient operating company.  The Standex Value Creation System employs four components.components: Balanced Performance Plan, Standex Growth Disciplines, Standex Operational Excellence, and Standex Talent Management.  The Balanced Performance Plan process aligns annual goals throughout the business and provides a standard reporting, management and review process.  It is focused on setting and meeting annual and quarterly targets that support our short term and long term goals.  The Standex Growth Disciplines areuse a standard set of tools and processes including market maps, growth laneways, and market tests to grow our businessesidentify opportunities to expand the business organically and through acquisitions.  Standex Operational Excellence employs a standard playbook and processes, including LEAN, processes to eliminate waste and improve profitability, cash flow and customer satisfaction.  Finally, the Standex Talent Management process is an organizational development process that provides training, development, and succession planning for our employees.employees throughout our worldwide organization.  The value creation system providesStandex Value Creation System ties all disciplines in the organization together under a common umbrella by providing standard tools and processes throughout Standex to deliver our business objectives:objectives. Through the use of our Standex Value Creation System, we have developed a balanced approach to value creation.  While we intend to continue investing acquisition capital in high margin and growth segments such as Electronics and Engraving, we will continue to support all of our businesses as they enhance value through deployment of our GDP+ and OpEx playbooks.  

·

It is our objective to grow larger and more profitable business units through both organic initiatives and acquisitions.  On an ongoing basis weWe seek to identify and implement organic growth initiatives such as new product development, geographic expansion, introduction of products and technologies into new markets and applications, key accounts and strategic sales channel partners.  Also, we have a long-term objective to create sizable business platforms by adding strategically aligned or “bolt on” acquisitions to strengthen the individual businesses, to create both sales and cost synergies with our core business platforms, toand accelerate their growth and margin improvement.  There isWe look to create both sales and cost synergies within our core business platforms, accelerate growth and improve margins.  We have a particular focus on identifying and investing in opportunities that complement our products and will  

18

increase the global presence and capabilities of our businesses.  From time to time, we have divested, and likely will continue to divest, businesses that we felt werefeel are not strategic or do not meet our growth and return expectations.

oAs part of our ongoing strategy, we acquired Italy-based Piazza Rosa Group (“Piazza Rosa”) in July 2017. The privately held company is a leading provider of mold, tool treatment and finishing services for the automotive and consumer products markets. The combination of these competencies with Standex Engraving’s worldwide presence and texturizing capabilities creates a global tool finishing service leader. The acquisition also opens additional opportunities in the broader surface engineering market. The Piazza Rosa Group’s results are reported within our Engraving segment. 

As part of our ongoing strategy, we acquired all of the outstanding shares of Oki Sensor Device Corporation from OKI Electric Industry Co., Ltd. during the third quarter of fiscal year 2017.  Located in Kofu City, Japan, OKI Sensor Device Corporation is the world’s leading designer and supplier of magnetic reed switches.  Now named Standex Electronics Japan Corporation, (“Standex Electronics Japan”) the acquisition enhances the Company’s access to important Asian markets and enables the Company to offer a world class suite of reed switches and related magnetic sensors while continuing to serve Standex Electronics Japan’s diverse distribution channels.  Standex Electronics Japan’s results are reported within our Electronics segment.   

During our second quarter of 2017, we acquired Horizon Scientific, Inc., (“Horizon Scientific”) a South Carolina-based supplier of laboratory refrigerators and freezers, as well as cryogenic equipment for the scientific, bio-medical and pharmaceutical markets.  We have included the operating results of Horizon Scientific in our Food Service Equipment segment in our Condensed Consolidated Financial Statements.  Horizon Scientific expands our access to higher-margin refrigeration markets in the growing scientific sector that provides solutions for exacting temperature storage requirements.  Horizon Scientific’s products complement the scientific offerings in our Nor-Lake division.   

During the first quarter of fiscal year 2017, we sold our U.S. Roll Plate and Machinery (“RPM”) business, as it was not strategic, and did not meet our growth and return expectations.  This divestiture also allows our Engraving management to focus on higher growth and better return businesses within the segment. 

·

We createdevelop “Customer Intimacy” by utilizing the Standex Growth Disciplines to partner with our customers in order to develop and deliver custom solutions or engineered components.  By partnering with our customers during long-term product development cycles, we become an extension of their development teams.  Through this Partner, Solve, Deliver® methodology, we are able to secure our position as a preferred long-term solution provider for our products that provide technology-driven solutions to our customers.and components.  This relationship generally provides us with the ability to sustainstrategy results in increased sales and profit growth over time and provide operating margins that enhance shareholder returns.   Further, we have made a priority of developing new sales channels and leveraging strategic customer relationships.

·

Standex Operational Excellence drives continuous improvement in the efficiency of our businesses.businesses, both on the shop floor and in the office environment.  We recognize that our businesses are competing in a global economy that requires that we constantly striveus to improve our competitive position.  We have deployed a number of management competencies to drive improvements in the cost structure of our business units including operational excellence through lean enterprise, the use of low cost manufacturing facilities, in countries such as Mexico, and China, the consolidation of manufacturing facilities to achieve economies of scale and leveraging of fixed infrastructure costs, alternate sourcing to achieve procurement cost reductions, and capital improvements to increase shop floor productivity, which drives improvements in the cost structure ofproductivity. 

The Company’s strong historical cash flow has been a cornerstone for funding our business units.

·

Our capital allocation strategy is tostrategy.  We use cash flow generated from operations to fund the strategic growth programs described above, including acquisitions dividends, and capital investments for organic growth, investments in capital assets to improve productivity and cost reductions.  We recognize that cash flow is fundamentallower costs and to our ability to invest in organic and acquisitive growth for our business units and return cash to our shareholders in the formthrough payment of dividends.

As part of this ongoing strategy, during the first quarter of fiscal year 2015, we acquired Enginetics Corporation, (“Enginetics”), a leading producer of aircraft engine components for all major aircraft platforms.  This investment complements our Engineering Technologies Groupdividends and allows us to provide broader solutions to the aviation market.  During June 2014, we also acquired Ultrafryer Systems, Inc., (“Ultrafryer”), a manufacturer of high quality commercial deep fryers.  This investment expanded our Food Service Equipment Group’s cooking product line capabilities in restaurant chains and commercial food service institutions.  During June 2014, we also acquired the assets of Planar Quality Corporation, a producer of transformers for commercial military and space applications.  This investment strategically enhances our Electronics Group’s transformer product line capabilities.  

We continue to focus on our efforts to reduce cost and improve productivity across our businesses, particularly in the Food Service Equipment Group with the previously announced Cooking Solutions consolidation of operations located in the Cheyenne, Wyoming plant into its Mexico facility.  We continue to evaluate our products and production processes and expect to execute similar cost reductions and restructuring programs on an ongoing basis.

Our business units are actively engaged in initiating new product introductions, expansion of product offerings through private labeling and sourcing agreements, geographic expansion of sales coverage, the development of new sales channels, leveraging strategic customer relationships, development of energy efficient products, new applications for existing products and technology, and next generation products and services for our end-user markets.

stock buybacks. 

Restructuring expenses reflect costs associated with the Company’s efforts toof continuously improveimproving operational efficiency and expandexpanding globally in order to remain competitive in the end-user markets we serve. Each year the Company incursWe incur costs for actions to size itsour businesses to a level appropriate for current economic conditions, and to improve itsour cost structure, to enhance our competitive position and increase operating margins.  Such expenses include costs for moving facilities to low-cost locations that allow for lower fixed and variable costs, external consultants who provide additional expertise, starting up plants after relocation, curtailing or downsizing operations because of changing economic conditions, and other costs resulting from asset redeployment decisions.  Shutdown costs include severance, benefits, stay bonuses, lease and contract terminations, asset write-downs, costs of moving fixed assets, and moving and relocation costs. Vacant facility costs include maintenance, utilities, property taxes and other costs.

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Because of the diversity of the Company’s businesses, end user markets and geographic locations, management does not use specific external indices to predict the future performance of the Company, other than general information about broad macroeconomic trends.  Each of our individual business units serves niche markets and attempts to identify trends other than general business and economic conditions which are specific to their businessesits business and which could impact their performance.  Those units report pertinent information to senior management, which useuses it to the extent relevant to assess the future performance of the Company.  A description of any such material trends is described below in the applicable segment analysis.

We monitor a number of key performance indicators (“KPIs”) including net sales, income from operations, backlog, effective income tax rate, and gross profit margin.margin, and operating cash flow.  A discussion of these KPIs is included in the discussion below.  We may also supplement the discussion of these KPIs by identifying the impact of foreign exchange rates, acquisitions, and other significant items when they have a material impact on the discusseda specific KPI.  

We believe that the discussion of these items provides enhanced information to investors by disclosing their consequenceimpact on the overall trend in order to providewhich provides a clearer comparative view of the KPI, whereas applicable.  For discussion of the impact of foreign exchange rates on KPIs, the Company calculates the impact as the difference between the current period KPI calculated at the current period exchange rate as compared to the KPI calculated at the historical exchange rate for the prior period.  For discussion of the impact of acquisitions, we isolate the effect toon the KPI amount that would have existed regardless of our acquisition.  Sales resulting from synergies between the acquisition and existing operations of the Company are considered organic growth for the purposes of our discussion.

Unless otherwise noted, references to years are to fiscal years.

Consolidated Results from Continuing Operations (in thousands):

Net sales for the fiscal year 2018 increased by $113.1 million, or 15.0%, when compared to the prior year.  Incremental sales increases from our recent acquisitions accounted for $59.9 million or 7.9%, while increased organic sales accounted for $38.9 million or 5.1%.  We also recognized sales growth of $14.4 million or 1.9% related to favorable foreign exchange impacts. The organic sales increases occurred in all of our segments except Engineering Technologies.

Net sales for the fiscal year 20152017 increased by $56.0$3.7 million, or 7.8%0.5%, when compared to the prior year.  The increase is driven by $34.2Incremental sales increases of $38.5 million or 4.8% of organic sales growth from three of our segments, $38.2 million or 5.3% of acquisitions from Enginetics, Ultrafryer, and Planarwere partially offset by unfavorable foreign exchangeorganic sales declines of $16.4$11.2 million, or 1.5%, the impact of $17.4 million, or 2.3% primarily, from the strengthdivestiture of the U.S. dollar as comparedRPM business, and an unfavorable impact of $6.2 million, or 0.8%, due to the Euro and Pound.  Sales growth is a resulteffect of success of our top-line growth initiatives and improvements in end-user markets.  We expect unfavorable foreign exchange impacts to revenue to continue into our first and second quarters of fiscal year 2016.

Netexchanges rates.  The organic sales for the fiscal year 2014 increased by $42.8 million, or 6.4%, when compared to the prior year.  The increase isdecrease was primarily driven by $38.5 million or 5.7% of organiclower sales growth from all our segmentsin the Refrigeration and favorable foreign exchange of $4.0 million.  Sales growth is a result of success of our top-line growth initiatives and improvements in end-user markets.Cooking Solutions business units within the Food Service Equipment segment.  

Gross Profit Margin

During 2015,2018, gross margin decreasedincreased to 32.1%34.8% as compared to 33.3%33.5% in 2014.  This decrease is2017. Gross margin increases during fiscal year 2018 were primarily a resultdriven by the leverage on our 5.1% organic sales increase. The effects of exchange rate declines, an unfavorable sales mixpurchase accounting reduced our gross margins by 40 basis points in the prior year.

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During 2017, gross margin remained essentially flat at 33.5% as compared to 33.6% in 2016.  Excluding the effects of purchase accounting in both years, our gross margins increased 29 basis points compared to prior year.  During fiscal year coupled with $1.72017, we incurred $3.1 million of purchase accounting charges associated withrelated to the EngineticsStandex Electronics Japan and Ultrafryer acquisitions.

During 2014, gross margin increased to 33.3%Horizon Scientific acquisitions as compared to 32.4%charges of $0.4 million in 2013.  This increase isthe prior year for the Northlake acquisition.  

Restructuring Charges and Acquisition Related Expenses

During fiscal year 2018, we incurred restructuring expenses of $7.6 million primarily a resultrelated to restructuring efforts that are intended to improve profitability, streamline production and enhance capacity to support future growth. These efforts include (i) approximately $4.1 million related to headcount reduction and plant realignment regarding the standard products businesses within Food Service Equipment; (ii) approximately $1.2 million in relation to the exit of sales volumean unprofitable Engraving business in Brazil; and favorable sales mix, coupled with the absence of $1.5(iii) approximately $1.1 million of purchase accounting charges incurred during 2013 associated with the Meder acquisition. Gross margin has increased at the Engraving Group due to strong automotive Mold-Tech sales.footprint optimization in the Engineering Technologies segment.

Acquisition related expenses in fiscal year 2018 were $3.8 million. These expenses were comprised primarily of $2.8 million for deferred compensation earned by the Horizon Scientific seller during the year. Since these payments are contingent on the seller remaining an employee of the Company, they are treated as compensation expense. Other acquisition related expenses related to Standex Electronics Japan and Piazza Rosa. Acquisition related expenses were approximately $4.0 million more in fiscal year 2017 due to the timing of the Standex Electronics Japan acquisition.

Selling, General, and Administrative Expenses

Selling, general, and administrative expenses, (“SG&A”) for the fiscal year 20152018 were $165.8$206.4 million, or 21.5%23.8% of sales compared to $165.8$174.1 million, or 23.1%23.0% of sales during the prior year. SG&A expenses were impacted by: (i) on-going SG&A expenses related to our recent acquisitions of $7.8 million, (ii) an increase in distribution and selling expenses of $9.4 million, (iii) an increase in administrative expenses related to investments to support our recent acquisitions and growth laneways and (iv) a $3.1 million increase in administrative compensation costs due to improved performance.

Selling, general, and administrative expenses, (“SG&A”) for the fiscal year 2017 were $174.1 million, or 23.0%, of sales compared to $170.2 million, or 22.6%, of sales during the prior year.  The declineincrease in SG&A as a percentage of sales relates to three primary items: the absence of $3.9 million of management transition costs in the prior year; increased selling and distribution expense in the current year associated with a 4.8% increase in organic sales during the year; and $6.6 million of incremental expenses as a result of the Ultrafryer and Enginetics acquisitions.

Selling, general, and administrative expenses for the fiscal year 2014 were $165.8 million or 23.1% of sales compared to $153.6 million or 22.8% of sales.  The increase was driven by $3.9 million of management transition costs, $3.4 million of compensation expenseprimarily due to improved performance$5.6 million and increase of $3.1$2.6 million of increased selling and distribution expenses due to incremental sales volume.  The charge for management transition expense included search fees, relocation and other costs associated with the hiring of a new chief executive officer (“CEO”) and the acceleration of stock incentive compensation expenses related to the retired CEO.  Horizon Scientific and Standex Electronics Japan businesses, respectively, which were not in prior year.  These increases were partially offset by declines of $2.5 million from the divestiture of the RPM business, lower administrative compensation costs of $2.0 million, and lower variable expenses including commission and distribution costs.

Income from Operations

Income from operations for the fiscal year 20152018 was $84.0 million, compared to $65.0 million during the prior year. The $19.0 million dollar increase, or 29.2%, is primarily due to increased by $12.8sales volume, including 5.1% organic sales growth and 7.9% growth attributed to our recent acquisitions. The increase in operating income is also partially due to the reduction in acquisition related expenses of $4.1 million or 19.4%, whenas compared to the prior year.  The increase is primarily driven by $56.0 million of sales increases, increasing gross profit by $9.2 million, along with a $6.6 million decline in restructuring expenses, and a reduction in net gain from insurance proceeds of $3.0 million.

Income from operations for the fiscal year 2014 increased by $4.02017 was $65.0 million, or 6.4%, when compared to $70.3 million during the prior year.  The increasedecrease of $5.5 million was primarily driven by $42.8due to acquisition related costs of $7.8 million, an increase in restructuring costs of sales increases, gross profit improvement of $20.0$1.6 million, and a $3.5 million net gain from insurance proceeds,overall organic sales volume declines.  These decreases were partially offset by increased operating expensethe positive performance of our Horizon Scientific and restructuring costs associated with the completion of a facility closure in the Food Service Equipment Group.Standex Electronic Japan acquisitions.

Discussion of the performance of alleach of our reportable segments is more fully explained in the segment analysis that follows.   

Interest Expense

Interest expense for fiscal year 2018 was $8.0 million, an increase from $4.0 million in fiscal year 2017. The increase is due to higher borrowings associated with the recent acquisitions, in addition to working capital increases to support increased sales activity. Our effective interest rate of 3.29% as of June 30, 2018, increased 150 basis points as compared to 2.24% as of June 30, 2017. In addition, we incurred $0.9 million of charges associated with derivative activity related to the Standex Electronics Japan acquisition.

Interest expense for the fiscal year 20152017 was $3.2$4.0 million, an increase of $0.9$1.2 million as compared to the prior year.  The increase is primarilyInterest expense increases were due to higher averageborrowing costs and an increase in outstanding borrowings, outstanding duringprimarily to fund acquisition activity.

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Income Taxes

On December 22, 2017, the Tax Cuts and Jobs Act (the “Act”) was passed which resulted in the Company recording provisional estimates related to US taxes on foreign earnings, changes in the revaluation of deferred taxes, and foreign withholding taxes on cash repatriation in our consolidated financial statements.  As a result of the Act, the Company recorded the following impacts for the year ending June 30, 2018:  

A $1.34 million tax provision for income taxes due to a revaluation of the Company's estimated deferred tax assets and liabilities.  

A $11.7 million tax provision related to a mandatory deemed repatriation of foreign earnings.   

Other changes implemented by the Act will not impact the Company until the fiscal year ending June 30, 2019.  These include several other technical provisions such interest expense deduction limitations on both unrelated and related party debt, new deemed foreign income inclusions under the Global Intangible Low-Taxed Income (GILTI) regime, the Foreign Derived Intangible Income (FDII) deduction for goods & services produced in the US and sold to foreign customers, the repeal of the Section 199 deduction, and the change to executive compensation deductions under Section 162(m).  

In addition, as a result of the Enginetics acquisitionTax Reform change on US federal taxation on cash repatriation, the Company has changed its position on reinvestment of foreign earnings in several foreign jurisdictions. We recorded a $7.8 million tax provision related to the anticipated foreign withholding taxes and increased capital spending to support strategic growth programs.  Interest expensestate taxes on future cash repatriation during the fourth quarter of $2.2 million during 2014 was comparable with 2013.2018.  

Income Taxes

The Company's income tax provision from continuing operations for the fiscal year ended June 30, 20152018 was $20.9$40.6 million, or an effective rate of 27.4%,52.6% compared to $18.1$15.4 million, or an effective rate of 26.6%24.8% for the year ended June 30, 2014,2017, and $15.2$16.3 million, or an effective rate of 25.7%23.8% for the year ended June 30, 2013.2016. Changes in the effective tax rates from period to period may be significant as they depend on many factors including, but not limited to, the amount of the Company's income or loss, the mix of income earned in the U.S.US versus outside the U.S.,US, the effective tax rate in each of the countries in which we earn income, and any one timeone-time tax issues which occur during the period.

The Company's income tax provision from continuing operations for the fiscal year ended June 30, 2015 was impacted by the following items: (i) a benefit of $0.5 million related to the R&D tax credit that expired during the fiscal year on December 31, 2014 (ii) a benefit of $4.0 million due to the mix of income earned in jurisdictions with beneficial tax rates.

The Company's income tax provision from continuing operations for the fiscal year ended June 30, 2014 was impacted by the following items: (i) a benefit of $0.5 million related to the R&D tax credit that expired during the fiscal year on December 31, (ii) a benefit of $0.5 million related to a decrease in the statutory tax rate in the United Kingdom on prior period deferred tax liabilities recorded during the first quarter during the fiscal year, (iii) a benefit of $1.1 million due to non-taxable life insurance proceeds received in the third quarter and (iv) a benefit of $3.8 million due to the mix of income earned in jurisdictions with beneficial tax rates.

The Company's income tax provision from continuing operations for the fiscal year ended June 30, 2013 was impacted by the following items: (i) a benefit of $0.4 million related to the retroactive extension of the R&D credit recorded during the third quarter, (ii) a benefit of $0.3 million related to a decrease in the statutory tax rate in the United Kingdom on prior period deferred tax liabilities recorded during the first and fourth quarters, (iii) a benefit of $1.0 million from the reversal of a deferred tax liability that was determined to be no longer required during the third quarter and (iv) a benefit of $2.8 million due to the mix of income earned in jurisdictions with beneficial tax rates.

Capital Expenditures

During 2018, capital expenditures increased to $26.5 million or 3.1% of net sales, as compared to $26.4 million, or 3.5%, of net sales in the prior year.  Capital spending is focused on growth initiatives, cost reduction, and upgrades to extend the capabilities of our capital assets.  In general, we anticipate our capital expenditures over the longerlong term are expectedwill be approximately 3% to 4% of net sales.  We expect 2019 capital spending to be approximately 2% to 3% of net sales.  During 2015, capital expenditures increased to $22.6$36.0 million compared to $18.8which includes $5.0 million allocated for a new Standex Electronics facility in Cincinnati, which replaces a legacy facility sold for $1.4 million in the prior year.  We anticipate capital expenditures in the rangethird quarter of $26.0 million to $28.0 million in 2016 including approximately $6.0 million related to a new facility to support growth in the aviation market.fiscal year 2018.

Backlog

Backlog includes all active or open orders for goods and services that have a firm fixed customer purchase order with defined delivery dates.services.  Backlog also includes any future deliveries based on executed customer contracts, so long as such deliveries are based on agreed upon delivery schedules.  Backlog is not generally a significant factor in the Company’s businesses because of our relatively short delivery periods and rapid inventory turnover with the exception of Engineering Technologies.  Backlog orders are not necessarily an indicator of future sales levels because of variations in lead times and customer production demand pull systems. Customers may delay delivery of products or cancel orders prior to shipment, subject to possible cancellation penalties.  Due to the nature of long term agreements in the Engineering Technologies group, the timing of orders and delivery dates can vary considerably resulting in significant backlog changes from one period to another.  In general, the majority of net realizable backlog beyond one year comes from the Engineering Technologies Group.  

Backlog orders in place at June 30, 2018 and 2017 are as follows (in thousands):  

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Backlog realizable within one year increased $25.0$19.9 million, or 17.5%,10.3% to $168.2$213.5 million at June 30, 20152018 from $143.1$193.5 million at June 30, 2014.2017. Backlog excludingincreases were realized at the acquisition year over year is down by $1.2 million or 0.8%.  Engineering Technologies group segment primarily as a result of increases in the space and aviation sectors.

Segment Analysis (in thousands)

Food Service Equipment