Form 8-K/A - Current report: [Amend]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

Current Report

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 31, 2024

STANDEX INTERNATIONAL CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	1-7233	31-0596149
(State or other jurisdiction of	(Commission	(IRS Employer
incorporation or organization)	File Number)	Identification No.)

23 Keewaydin Drive, Salem, New Hampshire		03079
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (603) 893-9701

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, Par Value $1.50 Per Share	SXI	New York Stock Exchange

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Emerging growth company ☐

If an emerging growth company, indicates by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Explanatory Note

On October 31, 2024 Standex International Corporation, (the “Company”) filed a Current Report on Form 8-K (the "Original 8-K") to report the October 28, 2024 acquisition of privately-held US-based Amran Instrument Transformers and India-based Narayan Powertech Pvt. Ltd. (going forward referred to as “Amran/Narayan Group”), as described in such Current Report.

This amendment to the Original 8-K is being filed for the purpose of satisfying the Company’s obligation to file the financial statements and pro forma financial information relating to the acquisitions pursuant to Item 9.01 of Form 8-K, and this amendment should be read in conjunction with the Original 8-K. Except as set forth herein, no modifications have been made to information contained in the Original 8-K, and the Company has not updated any information contained therein to reflect events that have occurred since the date of the Original 8-K.

Item 9.01 – Financial Statements and Exhibits.

(a)	Financial statements of business acquired.

The audited combined financial statements of the Amran/Narayan Group as of and for the year ended December 31, 2023 and the unaudited condensed combined financial statements of the Amran/Narayan Group as of and for the six months ended June 30, 2024 are attached hereto as Exhibit 99.1 and 99.2 and are incorporated herein by reference.

(b)	Pro forma financial information.

The unaudited pro forma condensed combined financial statements of the Company as of and for the Company’s fiscal year ended June 30, 2024 giving pro forma effect to the acquisition of the Amran/Narayan Group are attached hereto as Exhibit 99.3 and are incorporated herein by reference.

(c)

Exhibits.

Exhibit No.		Description
23.1		Consent of Independent Registered Public Accounting Firm Deloitte & Touche LLP
99.1		Audited combined financial statements of the Amran/Narayan Group as of and for the year ended December 31, 2023
99.2		Unaudited condensed combined financial statements of the Amran/Narayan Group as of and for the six months ended June 30, 2024
99.3		Unaudited pro forma condensed combined financial statements of the Company as of and for the year ended June 30, 2024 giving pro forma effect to the acquisition of the Amran/Narayan Group
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

STANDEX INTERNATIONAL CORPORATION

(Registrant)

/s/ Ademir Sarcevic
Ademir Sarcevic Chief Financial Officer Date: January 13, 2025

Signing on behalf of the registrant and as principal financial officer

Exhibit 23.1

CONSENT OF INDEPENDENT AUDITOR

We consent to the incorporation by reference in Registration Statement Nos. 333-147190, 333-179513, 333-161647, 333-231598, and 333-266628 on Form S-8 of Standex International Corporation of our report dated January 13, 2025, relating to the financial statements of the Amran/Narayan Group appearing in this Current Report on Form 8-K dated January 13, 2025.

/s/ Deloitte & Touche LLP

Boston, Massachusetts

January 13, 2025

Exhibit 99.1

Amran/Narayan Group

Combined Financial Statements

As of and for the Year Ended December 31, 2023

Index

Page(s)

Report of Independent Auditors	1-2

Combined Financial Statements

Combined Balance Sheet	3

Combined Statement of Operations and Comprehensive Income	4

Combined Statement of Changes in Invested Equity	5

Combined Statement of Cash Flows	6

Notes to Combined Financial Statements	7

INDEPENDENT AUDITOR’S REPORT

To the Board of Directors of Standex International Corporation

Opinion

We have audited the combined financial statements of Amran LLC, Narayan Powertech Private Limited and their joint venture Amtran Magnetics Private Limited (collectively, the “Amran/Narayan Group” or the “Company”), which comprise the combined balance sheet as of December 31, 2023, and the related combined statements of operations and comprehensive income, changes in invested equity, and cash flows for the year then ended, and the related notes to the combined financial statements (collectively referred to as the "financial statements").

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023, and the results of its operations and its cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America.

Basis for Opinion

We conducted our audit in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Responsibilities of Management for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for one year after the date that the financial statements are available to be issued.

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.

In performing an audit in accordance with GAAS, we:

●	Exercise professional judgment and maintain professional skepticism throughout the audit.

●

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

●	Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, no such opinion is expressed.

●	Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements.

●	Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time.

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit.

/s/ Deloitte & Touche LLP

January 13, 2025

Boston, Massachusetts

Amran/Narayan Group

Combined Balance Sheet

As of December 31, 2023 (in thousands)

Assets
Current assets:
Cash and cash equivalents	$	23,353
Trade accounts receivable, net		19,556
Inventories		11,699
Prepaid expenses and other current assets		2,948
Total current assets		57,556

Property and equipment, net		804
Operating lease right-of-use assets, net		370
Operating lease right-of-use assets, net - related party		1,473
Deferred tax assets, net		2,833
Other long-term assets		453
Total assets	$	63,489

Liabilities and invested equity
Current liabilities:
Line of credit	$	364
Accounts payable		5,608
Accrued liabilities		1,079
Contract liabilities		142
Operating lease current liabilities		201
Operating lease current liabilities - related party		223
Income taxes payable		1,716
Other current liabilities		69
Total current liabilities		9,402

Operating lease long-term liabilities		226
Operating lease long-term liabilities - related party		1,266
Total liabilities		10,894

Commitments and contingencies (Note 12)

Invested equity
Net investment		3,459
Retained earnings		49,333
Accumulated other comprehensive loss		(197	)
Total invested equity		52,595
Total liabilities and invested equity	$	63,489

The accompanying notes are an integral part of these combined financial statements.

Amran/Narayan Group

Combined Statement of Operations and Comprehensive Income

For the Year Ended December 31, 2023 (in thousands)

Sales	$	82,765
Cost of sales		39,110
Selling, general and administrative expenses		11,366
Gain on sale of property and equipment to related party		(1,266	)
Income from operations		33,555
Interest expense		28
Other non-operating income, net		(928	)
Income before income taxes		34,455

Provision for income taxes		5,226
Net income		29,229

Other comprehensive loss:
Foreign currency translation adjustment		(137	)
Total other comprehensive loss		(137	)
Total comprehensive income	$	29,092

The accompanying notes are an integral part of these combined financial statements.

Amran/Narayan Group

Combined Statement of Changes in Invested Equity

For the Year Ended December 31, 2023 (in thousands)

	Net Investment		Retained Earnings			Accumulated Other Comprehensive Loss			Total Invested Equity

Balances at January 1, 2023	$	3,459	$	33,122		$	(60	)	$	36,521
Net income		-		29,229			-			29,229
Distributions to investors		-		(13,018	)		-			(13,018	)
Other comprehensive loss		-		-			(137	)		(137	)
Balances at December 31, 2023	$	3,459	$	49,333		$	(197	)	$	52,595

The accompanying notes are an integral part of these combined financial statements.

Amran/Narayan Group

Combined Statement of Cash Flows

For the Year Ended December 31, 2023 (in thousands)

Cash flows from operating activities
Net income	$	29,229
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		371
Amortization of right-of -use assets		647
Allowance for credit losses		256
Gain on sale of property and equipment to related party		(1,266	)
Deferred income taxes		(186	)
Changes in operating assets and liabilities:
Trade accounts receivable, net		(4,917	)
Inventories		(364	)
Prepaid expenses and other current assets		24
Other assets		(305	)
Accounts payable		(71	)
Accrued liabilities		(4,603	)
Contract liabilities		105
Income taxes payable and other current liabilities		1,656
Operating lease liabilities		(578	)
Net cash provided by operating activities		19,998

Cash flows from investing activities
Proceeds from sale of property and equipment		2,863
Proceeds from sale of marketable securities		2,154
Purchases of property and equipment		(470	)
Net cash provided by investing activities		4,547

Cash flows from financing activities
Repayments of short-term borrowings		(80	)
Bank overdraft		(78	)
Payments on stockholder loans		(160	)
Distributions to investors		(13,018	)
Net cash used in financing activities		(13,336	)

Effect of exchange rate changes on cash and cash equivalents		(38	)
Net increase in cash and cash equivalents		11,171
Cash and cash equivalents at beginning of year		12,182
Cash and cash equivalents at end of year	$	23,353

Supplemental cash flow disclosures
Cash paid for taxes	$	4,055
Cash paid for interest	$	28

The accompanying notes are an integral part of these combined financial statements.

Amran/Narayan Group

Notes to Combined Financial Statements

December 31, 2023 (USD in thousands unless otherwise stated)

1.	Description of Business

The accompanying combined financial statements present the combined assets, liabilities, revenues and expenses of Amran LLC (“Amran”), a Texas limited liability company based in Sugarland, Texas, and Narayan Powertech Private Limited (“Narayan”) based in Gujarat, India, as well as these entities’ joint venture Amtran Magnetics Private Limited (“AMPL”) also based in Gujarat, India, (collectively the “Amran/Narayan Group”, hereinafter referred to as “we”, “us”, “our”, “Business”, or the “Acquired Businesses”). The entities comprising the Amran/Narayan Group are under common management and controlled by members or affiliates of the Shah Family.

Amran/Narayan Group is engaged in the business of manufacturing low and medium voltage instrument transformers with manufacturing facilities in the United States and India. Our products are distributed throughout the world to over fifty countries.

2.	Basis of Presentation

These combined financial statements are presented in accordance with U.S. generally accepted accounting principles (“GAAP”). They are derived from the separate financial statements and accounting records of Amran and Narayan along with their jointly owned subsidiary AMPL using the historical results of operations and historical cost basis of the assets and liabilities of each entity. For the year ended December 31, 2023, each entity operated separately, and stand-alone financial statements historically have been prepared by entity. These financial statements have been prepared on a combined basis, as they are under common management. The accompanying combined financial statements present only the historical financial information of the economic activities that comprise the Amran/Narayan Group business (“Combined Companies”). All intercompany transactions within the Business have been eliminated within the combined financial statements.

Invested Equity

Invested equity represents the controlling members’ interest in the recorded net assets of the Business, the cumulative net investment by the controlling members in the Business through the periods presented and includes the Business' cumulative operating results. All transactions between the Business and the controlling members are considered to be effectively settled through invested equity at the time the transactions are recorded.

Fiscal Year-End

The fiscal year-end for the combined Amran/Narayan Group is December 31.

3.	Misappropriation of Funds

In May 2023, the Combined Companies identified a misappropriation of the Business’s funds by the former District General Manager (“DGM-Accounts”) of Narayan. Management engaged independent legal counsel and forensic consultants to investigate the fraud. The investigation was completed in May 2024, and revealed that the former DGM-Accounts had embezzled approximately $10,000 dating back to 2018 through a circumvention of controls, which included unauthorized transfers from Narayan’s bank account at Union Bank of India to his personal account, by creating fictitious and altered bank statements to conceal the misappropriations.

Amran/Narayan Group

Notes to Combined Financial Statements

December 31, 2023 (USD in thousands unless otherwise stated)

Narayan and AMPL have also filed First Information Reports (“FIR”) with the jurisdictional police in relation to the embezzlement and as of the date hereof, the police investigation is ongoing independently. Of the total loss of $10,000, approximately $9,199 has been recorded in the beginning balance of retained earnings, while the portion of misappropriations occurring during the year ended December 31, 2023 of approximately $801, has been recorded as a component of selling, general and administrative expenses in the Combined Statement of Operations and Comprehensive Income. Management has exhausted its efforts to recover the losses from the DGM-Accounts as of December 31, 2024.

4.	Summary of Significant Accounting Policies

Accounting Estimates and Assumptions

The preparation of combined financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts and the disclosure of assets and liabilities at the date of the combined financial statements and the reported amounts of revenue and expenses during the reporting period. On an ongoing basis, management evaluates these estimates, including those related to provisions for credit losses, inventory, income taxes, and the recoverability of long-lived assets. Management bases these estimates on historical experience and on various other assumptions that management believes to be reasonable under the circumstances. These estimates are inherently subject to judgment and actual results could differ from those estimates.

Foreign Currency

The functional currency of Narayan and AMPL’s operations is the local currency which is the Indian rupee. Assets and liabilities of these foreign operations are translated into U.S. Dollars, the reporting currency, using period-end exchange rates. Revenues and expenses of these operations are translated using monthly average exchange rates. The resulting translation adjustment is reported as a component of comprehensive income (loss) in the Combined Statement of Operations and Comprehensive Income. Gains and losses from foreign currency transactions are included in results of operations and were not material for the period presented.

Amran/Narayan Group

Notes to Combined Financial Statements

December 31, 2023 (USD in thousands unless otherwise stated)

Revenue Recognition

Revenue is measured as the amount of consideration the Combined Companies expect to be entitled to in exchange for transferring goods or providing services. Customer payment terms are typically less than one year and as such, transaction prices are not adjusted for the effects of a significant financing component. Standalone selling prices for each performance obligation are generally stated in the contract. Variable consideration in the form of volume rebates is estimated based on contract terms and historical experience of actual results limited to the amount which is probable will not result in reversal of cumulative revenue recognized when the variable consideration is resolved. Sales and other taxes we collect concurrent with revenue-producing activities are excluded from revenue.

Contracts with customers are either a purchase order or sales order. A performance obligation is considered an individual unit sold. Prices negotiated with each individual customer are representative of the stand-alone selling price of the product. The Combined Companies typically satisfy the performance obligation at a point in time when control is transferred to customers. The point in time when control of goods is transferred is largely dependent on delivery terms.

Contract liabilities relate primarily to prepayments received from the Combined Companies’ customers before revenue is recognized and from volume rebates to customers. These amounts are included in other current liabilities in the Combined Balance Sheet. The Combined Companies do not have any material contract assets.

Cost of Sales and Selling, General and Administrative Expenses

The Combined Companies include expenses in either cost of sales or selling, general and administrative expenses based upon the functional classification of the expenses. Cost of sales includes expenses associated with the acquisition, inspection, manufacturing and receiving of materials for use in the manufacturing process. These costs include inbound freight charges, purchasing and receiving costs, inspection costs, internal transfer costs as well as depreciation, amortization, wages, benefits and other costs that are incurred directly or indirectly to support the manufacturing process. Selling, general and administrative includes expenses associated with the distribution of our products, sales effort, administration costs and other costs that are not incurred to support the manufacturing process. We record distribution costs associated with the sale of inventory as a component of selling, general and administrative expenses in the Combined Statements of Operations and Comprehensive Income. These expenses include warehousing costs, outbound freight charges and costs associated with salaried distribution personnel.

Cash and Cash Equivalents

The Combined Companies consider all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents include cash or deposits with financial institutions and deposits in highly liquid money market securities. Deposits with financial institutions in the U.S. are insured by the Federal Deposit Insurance Corporation up to certain defined limits. Bank deposits at times may exceed federally insured limits.

Accounts Receivable, net

All trade account receivables are reported at the amount we ultimately expect to collect from the customer, net of allowances for expected credit losses. The allowances for expected credit losses represent management’s best estimate of the credit losses expected from our trade accounts receivable over the life of the underlying assets. Assets with similar risk characteristics are pooled together for determination of their current expected credit losses. We regularly perform detailed reviews of our pooled assets to evaluate the collectability of receivables based on a combination of past, current, and future financial and qualitative factors that may affect customers’ ability to pay. In circumstances where we are aware of a specific customer’s inability to meet its financial obligations, a specific reserve is recorded against amounts due to reduce the recognized receivable to the amount reasonably expected to be collected. We recorded $1,114 as an allowance for credit losses as of December 31, 2023, which represents an increase of $256 from the balance at December 31, 2022 due to additional provisions for credit losses in 2023. Recoveries on bad debts for the period were not material.

Amran/Narayan Group

Notes to Combined Financial Statements

December 31, 2023 (USD in thousands unless otherwise stated)

Inventories

Inventories are stated at the lower of cost, as determined on a first-in, first-out basis or net realizable value. Inventory quantities on hand are reviewed regularly, and write downs are made for obsolete, slow moving, and non-saleable inventory, based primarily on management’s forecast of customer demand for those products in inventory.

Marketable Securities

Marketable securities consist of investments in securities, mutual funds and corporate bonds. The securities are designated as available for sale and carried at fair value with the realized and unrealized gains and losses included in the Combined Statement of Operations and Comprehensive Income. If any adjustment to fair value reflects a decline in the value of the investment that we consider to be "other than temporary", the Combined Companies reduce the investment to fair value through a charge to the Combined Statement of Operations and Comprehensive Income. No such adjustments were necessary during the periods presented. The balance of marketable securities as of December 31, 2023, was approximately $70.

Leases

Our lease portfolio primarily consists of office, warehouse, and equipment leases. We determine if an arrangement is a lease at inception. Right-of-use (“ROU”) assets represent the right to use the underlying assets for the lease term, and the lease liabilities represent the obligation to make lease payments arising from the leases. ROU assets and lease liabilities are recognized at commencement date based on the present value of future lease payments over the lease term, which includes only payments that are fixed and determinable at the time of commencement. As our operating leases do not generally provide an implicit rate, the incremental borrowing rate is used based on the information available at commencement date in determining the present value of lease payments. The incremental borrowing rate for a lease is the rate of interest we would have to pay on a collateralized basis to borrow an amount equal to the lease payments in the same currency, for a similar term, in a similar economic environment. Lease payments included in the measurement of the operating lease ROU assets and lease liabilities are comprised of fixed payments, variable payments that depend on an index or rate, and the exercise price of a lessee option to purchase the underlying asset if the lessee is reasonably certain to exercise. Several of our leases are with Narayanshree Infrastructure LLP (“Narayanshree”), an entity controlled by certain Narayan shareholders, and directly with Narayan shareholders.

We have elected not to recognize operating lease ROU assets and lease liabilities for all short-term leases (leases with an initial lease term of 12 months or less). We recognize the lease payments associated with short-term leases as an expense over the lease term. Options to renew a lease are not included in our assessment unless there is reasonable certainty that the options will be renewed.

Amran/Narayan Group

Notes to Combined Financial Statements

December 31, 2023 (USD in thousands unless otherwise stated)

Property and Equipment

Property and equipment are recorded at cost and depreciated using the straight-line method over the estimated useful lives of the assets. A summary of the lives used for computing depreciation is as follows:

Production and warehouse equipment (in years)	3	-	15
Leasehold improvements (in years)	4
Furniture and equipment (in years)	3	-	10

Maintenance and repairs that do not extend the economic life of the asset are expensed as incurred. Expenditures for major improvements and additions are capitalized.

Impairment of Long-Lived Assets

Long-lived assets, including property and equipment and lease ROU assets, to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. In assessing long-lived assets for impairment, assets are grouped with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. Recoverability is measured by a comparison of the carrying amount of an asset group to the undiscounted future net cash flows expected to be generated by the asset group. If estimated future undiscounted cash flows are not sufficient to recover the carrying value of the assets, impairment is measured by comparing the carrying amount of the assets to the estimated fair value, obtained through appraisal or market quotations, or discounted future net cash flow estimates. We did not recognize any long-lived asset impairments during 2023.

Income Taxes

Amran is subject to flow-through treatment for federal income tax purposes as a qualified subchapter S subsidiary of an S-Corporation. As an S-Corporation, generally taxable income, deductions and credits flow directly to Amran’s shareholders. Amran is subject to the Texas Margin Tax, which is accrued and included in income tax expense. The Amran/Narayan Group is also subject to income taxes related to its operations in India.

We account for uncertainty in income taxes recognized on our combined financial statements in accordance with the accounting guidance for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. We assess whether it is more likely than not that a tax position will be sustained upon examination based on the technical merits of the position and adjust the unrecognized tax benefits in light of changes in facts and circumstances, such as changes in tax law, interactions with taxing authorities and developments in case law.

Warranties

The expected cost associated with warranty obligations on our products is recorded when the revenue is recognized. Our estimate of warranty cost is based on contract terms and historical warranty loss experience that is periodically adjusted for recent actual experience. Since warranty estimates are forecasts based on the best available information, claims costs may differ from amounts provided. Adjustments to initial obligations for warranties are made as changes in the obligations become reasonably estimable. At December 31, 2023, the warranty reserve was $100 and is included in other current liabilities in the Combined Balance Sheet.

Amran/Narayan Group

Notes to Combined Financial Statements

December 31, 2023 (USD in thousands unless otherwise stated)

Research and Development

Research and development expenditures are expensed as incurred. Total research and development costs, which are classified under selling, general, and administrative expenses in the Combined Statement of Operations and Comprehensive Income, were $175 for the year ended December 31, 2023.

Concentration of Credit Risk

The Combined Companies are subject to credit risk in the normal course of business primarily through trade receivables. Historically, the losses related to credit risk have not been material as we regularly monitor our credit risk to mitigate losses. We evaluate the creditworthiness of our customers prior to and throughout the life of the customer relationship. No individual customer accounts for more than 10% of revenues or accounts receivable in the period presented.

Fair Value Accounting

Authoritative guidance defines fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date.

The guidance establishes a framework for measuring fair value, which utilizes observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect management’s market assumptions. Preference is given to observable inputs. These two types of inputs create the following three-level fair value hierarchy:

Level 1 - Inputs to the valuation methodology are quoted prices (unadjusted) for an identical asset or liability in an active market.

Level 2 - Inputs to the valuation methodology include quoted prices for a similar asset or liability in an active market or model-derived valuations in which all significant inputs are observable for substantially the full term of the asset or liability.

Level 3 - Unobservable inputs based upon management’s best estimate of what market participants would use in pricing the asset or liability.

Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the placement of assets and liabilities being measured within the fair value hierarchy.

The carrying values of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate fair value due to the short-term maturities of these instruments.

Recently Issued Accounting Pronouncements

In December 2023, the FASB issued ASU 2023- 09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures. This ASU is expected to enhance the transparency and decision usefulness of income tax disclosures by requiring public business entities on an annual basis to disclose specific categories in the rate reconciliation, additional information for reconciling items that meet a quantitative threshold, and certain information about income taxes paid. This ASU is effective for fiscal years beginning after December 15, 2024. The amendments in this ASU are required to be applied on a prospective basis and retrospective adoption is permitted. The Combined Companies are currently evaluating the effect of adopting this new accounting guidance, which would be applicable to fiscal year 2026.

Amran/Narayan Group

Notes to Combined Financial Statements

December 31, 2023 (USD in thousands unless otherwise stated)

5.	Revenue From Contracts with Customers

Revenue is derived from the sale of instrument transformers, which is recognized at a point in time.

Disaggregation of Revenue from Contracts with Customers

The following table presents revenue disaggregated by geography based on the location of the customer’s operations for the year ended December 31, 2023:

United States	$	47,174
Asia Pacific		17,426
EMEA (1)		13,781
Other Americas		4,384
Total revenues	$	82,765

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

Contract Liabilities

Contract liabilities consist of payments received from customers, or such consideration that is contractually due, in advance of providing the product such that control has not passed to the customer. Advance payments from customers are expected to be recognized as revenue within 12 months. At December 31, 2022, contract liabilities were $36, of which all was recognized into revenue during the reporting period. At December 31, 2023, contract liabilities were $142 and are included separately as a current liability in the Combined Balance Sheet.

6.	Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets recorded in the Combined Balance Sheet at December 31, 2023 consist of the following:

Goods and services tax receivable	$	2,140
Interest receivable		248
Duty drawbacks receivable		203
Other		357
Total prepaid expenses and other current assets	$	2,948

Amran/Narayan Group

Notes to Combined Financial Statements

December 31, 2023 (USD in thousands unless otherwise stated)

7.	Inventories

Inventories consisted of the following at December 31, 2023:

Raw materials	$	4,323
Work-in-process		322
Finished goods		7,054
Total inventories	$	11,699

8.	Property and Equipment, Net

Property and equipment, net, consisted of the following at December 31, 2023:

Production and warehouse equipment	$	2,118
Leasehold improvements		85
Furniture and equipment		98
		2,301
Accumulated depreciation		(1,497	)
Property and equipment, net	$	804

For the year ended December 31, 2023, depreciation expense was $371 and is included in cost of sales in the Combined Statement of Operations and Comprehensive Income.

Debt

At December 31, 2023, we had borrowings outstanding under a cash credit agreement with Union Bank of India (“UBI”). The arrangement is a collateralized operational cash account, with the additional ability to make credit draws or overdrafts in excess of fixed deposits if additional capital is needed up to the borrowing limit. Any credit draws or overdrafts are collateralized by Narayan’s inventory and trade receivables less than 90 days aged, which have a carrying value of approximately $15,786 as of December 31, 2023. Interest is charged for any credit draws or overdrafts in excess of fixed deposits. There was an additional letter of credit with UBI, however, there were no borrowings or repayments during 2023, and the facility was closed during the year.

The total cash credit limit available is approximately $850 at both the beginning and end of the period, however, prior to the closure of the UBI letter of credit facility, the limit was shared between the line of credit facility and the cash credit account. The applicable borrowing rate of the facilities is EBLR (“External Benchmark Lending Rate”) plus a margin of .6%. At December 31, 2023, the outstanding balance on the cash clearing portion of the line was $364 which is included in current liabilities in the Combined Balance Sheet.

At December 31, 2023, we had a letter of credit facility open with HDFC Bank. The agreement had a total credit limit of approximately $600 at the beginning of the period and was extended to approximately $960 during the year. The facility is secured by Narayan’s current assets, and the applicable interest rate is 9%. There were no borrowings or repayments during the year, and there were no outstanding balances associated with this facility as of December 31, 2023.

Amran/Narayan Group

Notes to Combined Financial Statements

December 31, 2023 (USD in thousands unless otherwise stated)

10.

Leases

The Combined Companies currently lease office facilities, warehouse space, and equipment under noncancelable operating lease agreements expiring on various dates through 2034. Certain of the leases contain renewal options which are exercisable at our discretion. These renewal options are considered in determining the lease term if it is reasonably certain that we will exercise such options. Additionally, we lease certain other office equipment under month-to-month lease agreements. As noted above, several of our leases are with Narayanshree, an entity controlled by certain Narayan shareholders, and directly with Narayan shareholders. Total cash paid to Narayanshree and the Narayan shareholders was $246 and $34, respectively, under these related party leases for the year ended December 31, 2023.

The following disaggregates the lease costs between short-term lease costs and operating lease costs, as well as disaggregates the operating lease costs between related party lease costs and the third-party lease costs. The components of lease costs recognized in the Combined Statement of Operations and Comprehensive Income consist of the following for the year ended December 31, 2023 and are included in cost of sales:

Operating lease costs	$	808
Short-term lease costs		24
Total lease costs	$	832


Related party lease costs	$	352
Third-party lease costs		456
Total operating lease costs	$	808

The weighted-average remaining lease term was 4.8 years and the weighted-average discount rate was 9.2% as of December 31, 2023 for our operating leases.

Supplemental cash flow information related to operating leases for the year ended December 31, 2023 is as follows:

Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating liabilities	$	734
ROU assets obtained in exchange for new operating lease liabilities	$	1,891

Amran/Narayan Group

Notes to Combined Financial Statements

December 31, 2023 (USD in thousands unless otherwise stated)

The following table reconciles the undiscounted cash flows expected to be paid in each of the next five years for operating leases recorded in the Combined Balance Sheet at December 31, 2023:

	Third-Parties			Related Parties			Total
2024	$	192		$	392		$	584
2025		31			412			443
2026		29			417			446
2027		30			437			467
2028		32			232			264
Thereafter		186			-			186
Total lease payments		500			1,890			2,390
Less: amount representing interest		(73	)		(401	)		(474	)
Present value of lease liabilities		427			1,489			1,916
Less: operating lease current liabilities		(201	)		(223	)		(424	)
Operating lease long-term liabilities	$	226		$	1,266		$	1,492

11.

Income Taxes

The components of income before income taxes for the year ended December 31, 2023 are as follows:

U.S. operations	$	23,016
Non-U.S. operations		11,439
Total	$	34,455

The Combined Companies utilize the asset and liability method of accounting for income taxes. Deferred income taxes are determined based on the estimated future tax effects of differences between the financial and tax bases of assets and liabilities given the provisions of the enacted tax laws. The components of the provision for income taxes for the year ended December 31, 2023 is as shown below:

Current
Federal	$	-
State		-
Non-U.S.		5,412
Total current expense		5,412
Deferred
Federal		-
State		-
Non-U.S.		(186	)
Total deferred benefit		(186	)
Total	$	5,226

Amran/Narayan Group

Notes to Combined Financial Statements

December 31, 2023 (USD in thousands unless otherwise stated)

A reconciliation from the U.S. Federal income tax rate to the total tax provision for the year ended December 31, 2023 is as follows:

Provision at statutory tax rate	21.0	%
Impact of S Corporation Election (1)	-14.0	%
Impact of foreign operations	8.1	%
Effective income tax provision	15.1	%

(1) Amran is subject to flow-through treatment for federal income tax purposes as a qualified subchapter S subsidiary of an S-Corporation. As an S-Corporation, generally taxable income, deductions and credits flow directly to Amran’s shareholders.

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 our income or loss, the mix of income earned in the U.S. versus outside the U.S., the effective tax rate in each of the countries in which we earn income, and any one-time tax issues which occur during the period.

The income tax provision for the year ended December 31, 2023 was impacted by the following items: (i) a tax provision of $2,800 due to the mix of income in various jurisdictions; and (ii) tax effect of $4,800 related to the impact of the S-Corporation structure.

Significant components of the Combined Companies' deferred income taxes are as follows as of December 31, 2023:

Deferred tax assets
Impairment of receivable due to misappropriation	$	2,708
Lease liabilities		534
Unrealized gains and losses		436
Other		33
Total deferred tax assets		3,711
Deferred tax liabilities
Depreciation and amortization		(72	)
Right-of-use assets		(515	)
Provision for allowance of credit losses		(202	)
Employee benefits		(89	)
Total deferred tax liabilities		(878	)
Net deferred tax asset	$	2,833

Within the next twelve months, the statute of limitations will close in the U.S. and India. The following tax years are open for assessment or refund:

Country	Years Ending
United States	2020 to 2024
India	2018 to 2024

Amran/Narayan Group

Notes to Combined Financial Statements

December 31, 2023 (USD in thousands unless otherwise stated)

12.

Commitments and Contingencies

The Combined Companies are subject to various legal proceedings and claims arising in the normal course of its business. In the opinion of management, the amount of the ultimate liability, if any, with respect to these lawsuits and claims will not have a material effect on the Combined Financial Statements.

13.

Concentration Risk

The Combined Companies’ purchases from one vendor as a percentage of total purchases were approximately 15% for the year ended December 31, 2023. As of December 31, 2023, amounts due to this vendor included in accounts payable were $1,481.

14.

Related Parties

The principal related parties with which the Combined Companies had transactions during the year are as follows:

Names of Related Parties		Relationship with the Combined Companies

Narayan Epoxy Components Private Limited		Entity controlled by shareholders of Narayan

Gujarat Plug In Devices Private Limited		Narayan shareholders have significant ownership interest

Narayanshree Infrastructure LLP		Partners are shareholders of Narayan

Narayan Shareholders		Lessors of certain real property

The Combined Companies had the following significant related party transactions with the above entities for the year ended December 31, 2023:

Narayan Epoxy Components Private Limited - purchases of resin cast insulators and bushings	$	2,127
Gujarat Plug In Devices Private Limited - purchases of magnetic components		2
Narayanshree Infrastructure LLP - property rentals	(see Note 10)
Narayan shareholders - property rentals	(see Note 10)

At December 31, 2023, $390 is due from and $247 is due to the above related parties which amounts are included in accounts receivable and accounts payable, respectively, in the Combined Balance Sheet.

In February 2023, we sold certain land and buildings to Narayanshree Infrastructure LLP. The sale price of the transaction was approximately $2,863 and the Business recognized a gain on the sale of $1,266 which is included in the Combined Statement of Operations and Comprehensive Income.

15.

Employee Benefits

Amran sponsors a defined contribution 401(k) profit sharing plan (the “Plan”) pursuant to which employees can elect to defer a portion of their compensation for funding of retirement investments. Employees are eligible to participate in the Plan after one year of eligibility. Amran makes matching contributions of 100% of the first 3% in eligible compensation and 50% of the next 2% in eligible compensation with the possibility of discretionary contributions by Amran. Employer matching and profit-sharing contributions are discretionary. For the year ended December 31, 2023, total employer 401(k) matching and discretionary compensation expense was $78.

Amran/Narayan Group

Notes to Combined Financial Statements

December 31, 2023 (USD in thousands unless otherwise stated)

16.

Subsequent Events

In preparing these financial statements, the Combined Companies have evaluated events and transactions for potential recognition or disclosure through January 13, 2025, the date the financial statements were available to be issued.

On October 28, 2024, Standex International Corporation (“Standex”) acquired 100% of the outstanding membership interest in Amran LLC (“Amran”) pursuant to a Securities Purchase Agreement (the “Amran Purchase Agreement”) in consideration for an aggregate $180,360 (the “Amran Consideration”), consisting of $153,270 in cash consideration and 152,299 shares of Standex common stock valued at $27,090 ($177.87/share), subject to customary closing adjustments.

Also on October 28, 2024, Standex, through its wholly owned subsidiary, Mold-Tech Singapore PTE LTD (“Mold-Tech Singapore”), acquired 90.1% of the capital stock of Narayan Powertech Private Limited (“Narayan”) pursuant to a Securities Purchase Agreement (the “Narayan Purchase Agreement”) for an aggregate cash payment of $261,583, subject to customary closing adjustments. Subject to receipt of regulatory approval from the Reserve Bank of India (“RBI”), Mold-Tech Singapore will acquire the remaining 9.9% of the capital stock of Narayan in a second closing, in consideration for shares of Standex common stock to be valued at $27,906.

Exhibit 99.2

Amran/Narayan Group

Condensed Combined Financial Statements (Unaudited)

As of and for the Six Months Ended June 30, 2024

Index

Page

Condensed Combined Financial Statements

Condensed Combined Balance Sheets	1

Condensed Combined Statement of Operations and Comprehensive Income	2

Condensed Combined Statement of Changes in Invested Equity	3

Condensed Combined Statement of Cash Flows	4

Notes to Condensed Combined Financial Statements	5

Amran/Narayan Group

Condensed Combined Balance Sheets (Unaudited)

As of June 30, 2024 and December 31, 2023 (in thousands)

		June 30, 2024			December 31, 2023
Assets
Current assets:
Cash and cash equivalents	$	27,128		$	23,353
Trade accounts receivable, net		24,582			19,556
Inventories		11,885			11,699
Prepaid expenses and other current assets		4,191			2,948
Total current assets		67,786			57,556

Property and equipment, net		1,066			804
Operating lease right-of-use assets, net		1,567			370
Operating lease right-of-use assets, net - related party		1,403			1,473
Deferred tax assets, net		257			2,833
Other long-term assets		442			453
Total assets	$	72,521		$	63,489

Liabilities and invested equity
Current liabilities:
Line of credit	$	630		$	364
Accounts payable		4,915			5,608
Accrued liabilities		1,206			1,079
Contract liabilities		146			142
Operating lease current liabilities		410			201
Operating lease current liabilities - related party		274			223
Income taxes payable		961			1,716
Other current liabilities		128			69
Total current liabilities		8,670			9,402

Operating lease long-term liabilities		1,157			226
Operating lease long-term liabilities - related party		1,148			1,266
Total liabilities		10,975			10,894

Commitments and contingencies (Note 8)

Invested equity
Net investment		3,459			3,459
Retained earnings		58,387			49,333
Accumulated other comprehensive loss		(300	)		(197	)
Total invested equity		61,546			52,595
Total liabilities and invested equity	$	72,521		$	63,489

The accompanying notes are an integral part of these condensed combined financial statements.

Amran/Narayan Group

Condensed Combined Statement of Operations and Comprehensive Income (Unaudited)

For the Six Months Ended June 30, 2024 (in thousands)

Sales	$	51,893
Cost of sales		25,228
Selling, general and administrative expenses		5,642
Income from operations		21,023
Other non-operating income, net		(350	)
Income before income taxes		21,373

Provision for income taxes		3,599
Net income		17,774

Other comprehensive loss:
Foreign currency translation adjustment		(103	)
Total other comprehensive loss		(103	)
Total comprehensive income	$	17,671

The accompanying notes are an integral part of these condensed combined financial statements.

Amran/Narayan Group

Condensed Combined Statement of Changes in Invested Equity (Unaudited)

For the Six Months Ended June 30, 2024 (in thousands)

	Net Investment		Retained Earnings			Accumulated Other Comprehensive Loss			Total Invested Equity

Balances at December 31, 2023	$	3,459	$	49,333		$	(197	)	$	52,595
Net income		-		17,774			-			17,774
Distributions to investors		-		(8,720	)		-			(8,720	)
Other comprehensive loss		-		-			(103	)		(103	)
Balances at June 30, 2024	$	3,459	$	58,387		$	(300	)	$	61,546

The accompanying notes are an integral part of these condensed combined financial statements.

Amran/Narayan Group

Condensed Combined Statements of Cash Flows (Unaudited)

For the Six Months Ended June 30, 2024 (in thousands)

Cash flows from operating activities
Net income	$	17,774
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		157
Amortization of right-of-use assets		351
Allowance for credit losses		312
Deferred income taxes		1,381
Changes in operating assets and liabilities:
Trade accounts receivable, net		(5,392	)
Inventories		(200	)
Prepaid expenses and other current assets		(2,497	)
Other assets		1,201
Accounts payable		(673	)
Accrued liabilities		284
Contract liabilities		4
Income taxes payable and other current liabilities		399
Operating lease liabilities		(407	)
Net cash provided by operating activities		12,694

Cash flows from investing activities
Purchases of property and equipment		(422	)
Net cash used in investing activities		(422	)

Cash flows from financing activities
Bank overdraft		154
Short-term borrowings		115
Payments on short-term borrowings		(2	)
Distributions to investors		(8,720	)
Net cash used in financing activities		(8,453	)

Effect of exchange rate changes on cash and cash equivalents		(44	)
Net increase in cash and cash equivalents		3,775
Cash and cash equivalents at beginning of period		23,353
Cash and cash equivalents at end of period	$	27,128

Noncash investing and financing activities
ROU assets obtained in exchange for new operating lease liabilities	$	1,410

The accompanying notes are an integral part of these condensed combined financial statements.

Amran/Narayan Group

Notes to Condensed Combined Financial Statements (Unaudited)

June 30, 2024 (USD in thousands unless otherwise stated)

1.	Description of Business

2.	Basis of Presentation

The accompanying combined financial statements are presented in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) regarding interim financial reporting. The information at June 30, 2024 and the results of the Amran/Narayan Group’s operations for the six months ended June 30, 2024 are unaudited. They are derived from the separate financial statements and accounting records of Amran and Narayan along with their jointly owned subsidiary AMPL using the historical results of operations and historical cost basis of the assets and liabilities of each entity. For the six months ended June 30, 2024 and as of December 31, 2024, each entity operated separately and stand-alone financial statements historically have been prepared by entity. These financial statements have been prepared on a combined basis, as they are under common management.

Management believes the unaudited condensed combined financial statements contain all necessary adjustments, of a normal recurring nature, to state fairly, in all material respects, Amran/Narayan Group’s financial position, results of operations and cash flows for the interim period presented. These unaudited condensed financial statements and notes hereto should be read in conjunction with the audited financial statements of the Amran/Narayan Group and notes thereto included elsewhere herein. There were no material changes to Amran/Narayan Group’s significant accounting policies and estimates during the six months ended June 30, 2024. The results of operations for the interim period presented are not necessarily indicative of results to be expected for any other interim period or for the year as a whole. The accompanying condensed combined financial statements present only the historical financial information of the economic activities that comprise the Amran/Narayan Group business (“Combined Companies”). All intercompany transactions within the Business have been eliminated within the condensed combined financial statements.

Invested Equity

Invested equity represents the controlling members’ interest in the recorded net assets of the Business, the cumulative net investment by the controlling members in the Business through the periods presented, and includes the Business' cumulative operating results. All transactions between the Business and the controlling members are considered to be effectively settled through invested equity at the time the transactions are recorded.

Amran/Narayan Group

Notes to Condensed Combined Financial Statements (Unaudited)

June 30, 2024 (USD in thousands unless otherwise stated)

3.	Summary of Significant Accounting Policies

Accounting Estimates and Assumptions

Foreign Currency

The functional currency of Narayan and AMPL’s operations is the local currency which is the Indian rupee. Assets and liabilities of these foreign operations are translated into U.S. Dollars, the reporting currency, using period-end exchange rates. Revenues and expenses of these operations are translated using monthly average exchange rates. The resulting translation adjustment is reported as a component of comprehensive income (loss) in the Condensed Combined Statement of Operations and Comprehensive Income. Gains and losses from foreign currency transactions are included in results of operations and were not material for the period presented.

Revenue Recognition

Contract liabilities relate primarily to prepayments received from the Combined Companies’ customers before revenue is recognized and from volume rebates to customers. These amounts are included in other current liabilities in the Condensed Combined Balance Sheets. The Combined Companies do not have any material contract assets.

Amran/Narayan Group

Notes to Condensed Combined Financial Statements (Unaudited)

June 30, 2024 (USD in thousands unless otherwise stated)

Cost of Sales and Selling, General and Administrative Expenses

The Combined Companies include expenses in either cost of sales or selling, general and administrative expenses based upon the functional classification of the expenses. Cost of sales includes expenses associated with the acquisition, inspection, manufacturing and receiving of materials for use in the manufacturing process. These costs include inbound freight charges, purchasing and receiving costs, inspection costs, internal transfer costs as well as depreciation, amortization, wages, benefits and other costs that are incurred directly or indirectly to support the manufacturing process. Selling, general and administrative includes expenses associated with the distribution of our products, sales effort, administration costs and other costs that are not incurred to support the manufacturing process. We record distribution costs associated with the sale of inventory as a component of selling, general and administrative expenses in the Condensed Combined Statement of Operations and Comprehensive Income. These expenses include warehousing costs, outbound freight charges and costs associated with salaried distribution personnel.

Cash and Cash Equivalents

Accounts Receivable, net

All trade account receivables are reported at the amount we ultimately expect to collect from the customer, net of allowances for expected credit losses. The allowances for expected credit losses represent management’s best estimate of the credit losses expected from our trade accounts receivable over the life of the underlying assets. Assets with similar risk characteristics are pooled together for determination of their current expected credit losses. We regularly perform detailed reviews of our pooled assets to evaluate the collectability of receivables based on a combination of past, current, and future financial and qualitative factors that may affect customers’ ability to pay. In circumstances where we are aware of a specific customer’s inability to meet its financial obligations, a specific reserve is recorded against amounts due to reduce the recognized receivable to the amount reasonably expected to be collected. We recorded $1,426 as an allowance for credit losses as of June 30, 2024, which represents an increase of $312 from the balance at December 31, 2023, due to additional provisions for credit losses during the six months ended June 30, 2024. Recoveries on bad debts for the period were not material.

Inventories

Marketable Securities

Marketable securities consist of investments in securities, mutual funds and corporate bonds. The securities are designated as available for sale and carried at fair value with the realized and unrealized gains and losses included in the Condensed Combined Statement of Operations and Comprehensive Income. If any adjustment to fair value reflects a decline in the value of the investment that the Combined Company considers to be "other than temporary", the Combined Companies reduce the investment to fair value through a charge to the Condensed Combined Statement of Operations and Comprehensive Income. No such adjustments were necessary during the periods presented. The balance of marketable securities as of June 30, 2024, was approximately $71.

Amran/Narayan Group

Notes to Condensed Combined Financial Statements (Unaudited)

June 30, 2024 (USD in thousands unless otherwise stated)

Leases

Our lease portfolio primarily consists of office, warehouse, and equipment leases. We determine if an arrangement is a lease at inception. Right-of-use assets (“ROU”) represent the right to use the underlying assets for the lease term, and the lease liabilities represent the obligation to make lease payments arising from the leases. ROU assets and lease liabilities are recognized at commencement date based on the present value of future lease payments over the lease term, which includes only payments that are fixed and determinable at the time of commencement. As our operating leases do not generally provide an implicit rate, the incremental borrowing rate is used based on the information available at commencement date in determining the present value of lease payments. The incremental borrowing rate for a lease is the rate of interest we would have to pay on a collateralized basis to borrow an amount equal to the lease payments in the same currency, for a similar term, in a similar economic environment. Lease payments included in the measurement of the operating lease ROU assets and lease liabilities are comprised of fixed payments, variable payments that depend on an index or rate, and the exercise price of a lessee option to purchase the underlying asset if the lessee is reasonably certain to exercise. Several of our leases are with Narayanshree Infrastructure LLP (“Narayanshree”), an entity controlled by certain Narayan shareholders, and directly with Narayan shareholders.

Property and Equipment

Production and warehouse equipment (in years)	3	-	15
Leasehold improvements (in years)	4
Furniture and equipment (in years)	3	-	10

Maintenance and repairs that do not extend the economic life of the asset are expensed as incurred. Expenditures for major improvements and additions are capitalized.

Impairment of Long-Lived Assets

Income Taxes

Amran/Narayan Group

Notes to Condensed Combined Financial Statements (Unaudited)

June 30, 2024 (USD in thousands unless otherwise stated)

We account for uncertainty in income taxes recognized on our condensed combined financial statements in accordance with the accounting guidance for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. We assess whether it is more likely than not that a tax position will be sustained upon examination based on the technical merits of the position and adjust the unrecognized tax benefits in light of changes in facts and circumstances, such as changes in tax law, interactions with taxing authorities and developments in case law.

Concentration of Credit Risk

The Combined Companies are subject to credit risk in the normal course of business primarily through trade receivables. Historically, the losses related to credit risk have not been material as we regularly monitor our credit risk to mitigate losses. We evaluate the creditworthiness of our customers prior to and throughout the life of the customer relationship. As of June 30, 2024, one customer accounted for 13.5% of total accounts receivable. No customers accounted for more than 10% of revenues in the period presented.

Fair Value Accounting

Level 1 - Inputs to the valuation methodology are quoted prices (unadjusted) for an identical asset or liability in an active market.

Level 3 - Unobservable inputs based upon management’s best estimate of what market participants would use in pricing the asset or liability.

The carrying values of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate fair value due to the short-term maturities of these instruments.

Recently Issued Accounting Pronouncements

Amran/Narayan Group

Notes to Condensed Combined Financial Statements (Unaudited)

June 30, 2024 (USD in thousands unless otherwise stated)

Revenue From Contracts with Customers

Revenue is derived from the sale of instrument transformers, which is recognized at a point in time.

Disaggregation of Revenue from Contracts with Customers

The following table presents revenue disaggregated by geography based on the location of the customer’s operations for the six months ended June 30, 2024:

United States	$	30,274
Asia Pacific		10,169
EMEA (1)		9,226
Other Americas		2,224
Total revenues	$	51,893

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

Contract Liabilities

Contract liabilities consist of payments received from customers, or such consideration that is contractually due, in advance of providing the product such that control has not passed to the customer. Advance payments from customers are expected to be recognized as revenue within 12 months. At December 31, 2023, contract liabilities were $142, of which all was recognized into revenue during the reporting period. At June 30, 2024, contract liabilities were $146 and are included separately as a current liability in the Condensed Combined Balance Sheets.

Amran/Narayan Group

Notes to Condensed Combined Financial Statements (Unaudited)

June 30, 2024 (USD in thousands unless otherwise stated)

Inventories

Inventories consisted of the following:

	June 30, 2024		December 31, 2023

Raw materials	$	5,811	$	4,323
Work-in-process		586		322
Finished goods		5,488		7,054
Total inventories	$	11,885	$	11,699

Debt

At June 30, 2024 and December 31, 2023, we had borrowings outstanding under a cash credit agreement with Union Bank of India (“UBI”). The arrangement is a collateralized operational cash account, with the additional ability to make credit draws or overdrafts in excess of fixed deposits if additional capital is needed up to the borrowing limit. Any credit draws or overdrafts are collateralized by Narayan’s inventory and trade receivables less than 90 days aged, which have a carrying value of approximately $20,317 and $15,786 as of June 30, 2024 and December 31, 2023, respectively.

At June 30, 2024 and December 31, 2023, the total cash credit limit available is approximately $850. The outstanding balance on the cash clearing portion of the line was $517 and $364 at June 30, 2024 and December 31, 2023, respectively, which is included in current liabilities in the Condensed Combined Balance Sheets. The applicable borrowing rate of the facilities is EBLR (“External Benchmark Lending Rate”) plus a margin of .6%.

At June 30, 2024 and December 31, 2023, we had a letter of credit facility open with HDFC Bank. The agreement has a total credit limit of approximately $960 at June 30, 2024 and December 31, 2023. The facility is secured by Narayan’s current assets, and the applicable interest rate is 9%. There were no borrowings or repayments during the year, and there were no outstanding balances associated with this facility as of June 30, 2024 or December 31, 2023.

In April 2024, AMPL entered into an additional financing agreement related to a vehicle purchase with Mercedes Benz Financial Services. The initial term loan was approximately $115 with an applicable interest rate of approximately 10%. The outstanding balance as of June 30, 2024 was $113, and the loan was paid in full subsequent to the end of the reporting period.

Income Taxes

The Combined Company's effective tax rate for the six months ended June 30, 2024 was 16.8%. 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 our income or loss, the mix of income earned in the U.S. versus outside the U.S., the effective tax rate in each of the countries in which we earn income, and any one-time tax issues which occur during the period.

Amran/Narayan Group

Notes to Condensed Combined Financial Statements (Unaudited)

June 30, 2024 (USD in thousands unless otherwise stated)

The income tax provision for the six months ended June 30, 2024 was impacted by the following items: (i) a tax provision of $1,300 due to the mix of income in various jurisdictions and (ii) tax effect of $2,200 related to the impact of the S-Corporation structure.

Commitments and Contingencies

Concentration Risk

The Combined Companies’ purchases from two vendors as a percentage of total purchases were approximately 13% and 11%, respectively, for the six months ended June 30, 2024. As of June 30, 2024, amounts due to these vendors included in accounts payable were $957 and $49, respectively. As of December 31, 2023, amounts due to these vendors included in accounts payable were $148 and $0, respectively.

10.

Related Parties

The principal related parties with which the Combined Companies had transactions during the six months ended June 30, 2024 are as follows:

Names of Related Parties		Relationship with the Combined Companies

Narayan Epoxy Components Private Limited		Entity controlled by shareholders of Narayan

Gujarat Plug In Devices Private Limited		Narayan shareholders have significant ownership interest

Narayanshree Infrastructure LLP		Partners are shareholders of Narayan

Narayan Shareholders		Lessors of certain real property

The Combined Companies had the following significant related party transactions with the above entities for the six months ended June 30, 2024:

Narayan Epoxy Components Private Limited - purchases of resin cast insulators and bushings	$	1,653
Gujarat Plug In Devices Private Limited - purchases of magnetic components		15
Narayanshree Infrastructure LLP - property rentals		179
Narayan shareholders - property rentals		36

At June 30, 2024, $61 is due from and $449 is due to the above related parties which amounts are included in accounts receivable and accounts payable, respectively, in the Condensed Combined Balance Sheets. At December 31, 2023, $390 is due from and $247 is due to the above related parties which amounts are included in accounts receivable and accounts payable, respectively, in the Condensed Combined Balance Sheets.

Amran/Narayan Group

Notes to Condensed Combined Financial Statements (Unaudited)

June 30, 2024 (USD in thousands unless otherwise stated)

11.

Subsequent Events

Exhibit 99.3

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

On October 28, 2024, Standex International Corporation (“Standex” or the “Company”), acquired 100% of the outstanding membership interests of Amran, LLC, a Texas limited liability company (“Amran”) for consideration including i) a cash payment in the amount of $153.3 million and ii) 152,299 shares of Standex common stock.

The acquisitions of Amran and Narayan (together, “Amran/Narayan Group Acquisition”) were determined to constitute a business combination in accordance with Accounting Standards Codification 805, Business Combinations (“ASC 805”) under generally accepted accounting principles in the United States (“U.S. GAAP”).

The unaudited pro forma condensed combined financial statements have been prepared in accordance with Article 11 of Regulation S-X under the Securities Act of 1933, as amended by the final rule, Release No.33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses,” and have been adjusted to include estimated transaction accounting adjustments which give effect to the Amran/Narayan Group Acquisition and the application of the acquisition method of accounting under U.S. GAAP. Under the acquisition method of accounting, the preliminary purchase price is allocated to the underlying tangible and intangible assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date, with any excess purchase price allocated to goodwill. The pro forma adjustments are based on preliminary estimates and currently available information and assumptions that Standex’s management believes are reasonable. The notes to the unaudited pro forma condensed combined financial statements provide a discussion of how such adjustments were derived and presented in the unaudited pro forma condensed combined financial statements. Changes in facts and circumstances or discovery of new information may result in revised estimates. Actual results and valuations may differ materially from the assumptions within the accompanying unaudited pro forma condensed combined financial information.

The unaudited pro forma condensed combined financial statements and related notes as of and for the year ended June 30, 2024 have been derived from, and should be read in conjunction with:

(i)

the historical audited consolidated financial statements of Standex and accompanying notes included in Standex’s Annual Report on Form 10-K for the year ended June 30, 2024, incorporated by reference;

(ii)

the historical audited combined financial statements of the Amran/Narayan Group and accompanying notes for the year ended December 31, 2023, appearing within this Current Report on Form 8-K as Exhibit 99.1; and

(iii)

the historical unaudited condensed combined interim financial statements of the Amran/Narayan Group and accompanying notes for the six months ended June 30, 2024, appearing within this Current Report on Form 8-K as Exhibit 99.2.

The accompanying unaudited pro forma condensed combined statements of operations for the year ended June 30, 2024 combine the historical consolidated statements of operations for Standex and the historical consolidated statements of operations for the Amran/Narayan Group for the same period. As the Amran/Narayan Group’s fiscal year end differed from Standex’s, the consolidated statement of operations was derived from subtracting the six months ended June 30, 2023 from the year ended December 31, 2023 and adding the six months ended June 30, 2024 to form a full year ended June 30, 2024.

The unaudited pro forma condensed combined balance sheet as of June 30, 2024 gives effect to the Amran/Narayan Group Acquisition as if it occurred on June 30, 2024. The unaudited pro forma condensed combined statement of operations for the year ended June 30, 2024 gives effect to the Amran/Narayan Group Acquisition as if it occurred on July 1, 2023.

The unaudited pro forma condensed combined financial statements are for illustrative and informational purposes only and are not intended to represent what Standex’s results of operations or financial position would have been had the Amran/Narayan Group Acquisition occurred on the dates indicated, or what they will be for any future periods. The unaudited pro forma condensed combined financial statements do not reflect the realization of any expected cost savings, other synergies as a result of the acquisition, or integration costs.

STANDEX INTERNATIONAL CORPORATION

Unaudited Pro Forma Condensed Combined Balance Sheet

As of June 30, 2024

(In thousands, except per share data)

	Standex (Historical)			The Amran/ Narayan Group Operations (Adjusted Historical) (Note 3)			Transaction Accounting Adjustments (Note 4)			Note	Pro Forma
ASSETS
Current assets:
Cash and cash equivalents	$	154,203		$	27,128		$	(166,774	)	4(a)	$	14,557
Accounts receivable, net		121,365			24,582			-				145,947
Inventories		87,106			11,885			1,555		4(b)		100,546
Prepaid expenses and other current assets		22,028			4,191			9,500		4(c)		35,719
Contract assets		45,393			-			-				45,393
Total current assets		430,095			67,786			(155,719	)			342,162

Property, plant and equipment, net		134,963			1,066			-				136,029
Intangible assets, net		78,673			-			135,000		4(d)		213,673
Goodwill		281,283			-			283,991		4(e)		565,274
Deferred tax assets, net		17,450			257			-				17,707
Operating lease right-of-use asset		37,078			2,970			-				40,048
Other non-current assets		25,515			442			-				25,957
Total non-current assets		574,962			4,735			418,991				998,688

Total assets	$	1,005,057		$	72,521		$	263,272			$	1,340,850

LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	63,364		$	4,915		$	-			$	68,279
Accrued liabilities		56,698			2,794			12,794		4(f)		72,286
Income tax payable		7,503			961			-				8,464
Current debt		-			-			248,049		4(g)		248,049
Total current liabilities		127,565			8,670			260,843				397,078

Long-term debt		148,876			-			-				148,876
Operating lease liabilities, non-current		30,725			2,305			-				33,030
Deferred tax liabilities		-			-			21,309		4(h)		21,309
Accrued pension and other non-current liabilities		76,388			-			-				76,388
Total non-current liabilities		255,989			2,305			21,309				279,603

Contingencies

Mezzanine equity:
Redeemable noncontrolling interest		-			-			28,142		4(i)		28,142

Stockholders' equity:
Common stock, par value $1.50 per share		41,976			-			-				41,976
Additional paid-in capital		106,193			-			23,247		4(j)		129,440
Retained earnings		1,086,277			61,846			(74,640	)	4(k)		1,073,483
Accumulated other comprehensive (loss) income		(182,956	)		(300	)		300		4(l)		(182,956	)
Treasury shares		(429,987	)		-			4,071		4(m)		(425,916	)
Total stockholders’ equity		621,503			61,546			(47,022	)			636,027

Total liabilities, mezzanine equity and stockholders' equity	$	1,005,057		$	72,521		$	263,272			$	1,340,850

See accompanying notes to the unaudited condensed combined pro forma financial information.

STANDEX INTERNATIONAL CORPORATION

Unaudited Pro Forma Condensed Combined Statement of Operations

12 Months Ended June 30, 2024

(In thousands, except per share data)

	Standex (Historical)			The Amran/ Narayan Group Operations (Historical)			Transaction Accounting Adjustments (Note 5)			Note	Pro Forma
Net sales	$	720,635		$	94,217		$	-			$	814,852
Cost of sales		(438,634	)		(44,561	)		(11,055	)	5(a)		(494,250	)
Gross profit		282,001			49,656			(11,055	)			320,602
								-				-
Selling, general, and administrative expenses		169,599			10,408			8,858		5(b)		188,865
Restructuring costs		8,206			-			-				8,206
(Gain) loss on sale of business		(274	)		-			-				(274	)
Acquisition related costs		2,622			-			12,794		5(c)		15,416
Other operating (income) expense		110			-			-				110
Income (loss) from operations		101,738			39,248			(32,707	)			108,279

Interest expense		4,544			-			21,188		5(d)		25,732
Other non-operating (income) expense, net		2,071			(845	)		-				1,226
Income (loss) from continuing operations before income taxes		95,123			40,093			(53,895	)			81,321
(Provision for) benefit from income taxes		(21,532	)		(8,175	)		6,444		5(e)		(23,263	)
Net income (loss) from continuing operations before redeemable noncontrolling interest		73,591			31,918			(47,451	)			58,058
Net income (loss) from continuing operations attributable to redeemable noncontrolling interest		-			-			(55	)	5(f)		(55	)
Net income (loss) from continuing operations attributable to Standex	$	73,591		$	31,918		$	(47,396	)		$	58,113


Earnings per share of common stock
Basic	$	6.26									$	4.87
Diluted	$	6.18									$	4.82

Weighted average shares of common stock outstanding
Basic		11,763						152		5(g)		11,915
Diluted		11,904						152		5(g)		12,056

See accompanying notes to the unaudited condensed combined pro forma financial information.

STANDEX INTERNATIONAL CORPORATION

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Note 1 – Description of the Amran/Narayan Group Acquisition

On October 28, 2024, Standex International Corporation (“Standex” or the “Company”), acquired 100% of the outstanding membership interests of Amran, LLC (“Amran”), a Texas limited liability company from the Amran membership interest holders (“Amran Sellers”) for consideration including: i) a cash payment in the amount of $153.3 million; and ii) 152,299 shares of Standex common stock, subject to customary closing adjustments (the “Amran Acquisition”.

Also on October 28, 2024 and simultaneous with its acquisition of Amran, Standex, through its wholly owned Singaporean subsidiary, Mold-Tech Singapore PTE LTD (“Mold-Tech Singapore”), acquired 90.1% of the capital stock of Narayan Powertech Private Limited and its joint venture with Amran, Amtran Magnetics Pvt. Ltd. (“Amtran”) each a private company incorporated under the laws of India (“Narayan”, and together with Amran and the parties’ joint venture, Amtran, the “Amran/Narayan Group”) from the Narayan capital stockholders (“Narayan Sellers”) for a cash payment of in the amount of $261.6 million, subject to customary closing adjustments (the “Narayan Acquisition”, and together with the Amran Acquisition, the “Amran/Narayan Group Acquisition”). Subject to receipt of regulatory approval from the Reserve Bank of India (“RBI”), Mold-Tech Singapore will acquire the remaining 9.90% of the capital stock of Narayan in a second closing, in consideration for shares of Standex common stock (the “Narayan Issued Securities”), reflecting the equivalent of $27.9 million, divided by the lesser of the closing price and the average closing price of Standex’s common stock measured over a 30-day trading period preceding such second closing date (the “Share Swap”).

Simultaneously with the execution of the Narayan Acquisition, Standex, Mold-Tech Singapore and certain of the stockholders of Narayan named therein (the “Narayan Minority Shareholders”) entered into a Shareholders’ Agreement dated as of October 28, 2024 (the “Shareholders’ Agreement”). The Shareholders’ Agreement provides that in the event RBI does not provide its approval for the Share Swap by October 28, 2025, then the remaining 9.90% of the outstanding capital stock of Narayan shall be subject to put and call options which may be exercised from time to time in accordance with schedules set forth in the Shareholders’ Agreement. The purchase price for the exercise of any such put or call option shall be based on the greater of (a) the fair market value of the securities of Narayan as of the October 28, 2024 and (b) Narayan’s valuation based on a formula using Narayan’s adjusted EBITDA for the twelve months prior to exercise of any such put and call option. The Shareholders’ Agreement also includes certain minority shareholder rights provided to the Narayan Minority Shareholders, including preemptive rights, rights to appoint directors, protective provisions for certain matters and tag-along rights. The Narayan Shareholders’ Agreement terminates automatically upon consummation of the Share Swap or at such time as all of the Narayan Minority Shareholders and their permitted transferees no longer hold any capital stock of Narayan.

Note 2 – Basis of Presentation

The Amran/Narayan Group Acquisition is being accounted for as a business combination using the acquisition method of accounting under US GAAP, in accordance with the provisions of ASC 805, Business Combinations, (“ASC 805”) which requires assets acquired and liabilities assumed to be recorded at their acquisition date fair value. ASC 820, Fair Value Measurements, defines the term “fair value” as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.” Fair value measurements can be highly subjective, and it is possible the application of reasonable judgement could develop different assumptions resulting in a range of alternative estimates using the same facts and circumstances.

Standex and the Amran/Narayan Group’s historical financial statements were prepared in accordance with US GAAP. Based on an analysis of Standex and the Amran/Narayan Group’s significant accounting policies, the Company has not identified any material differences in accounting policies that would have an impact on the unaudited pro forma condensed combined financial statements. As a result, the unaudited pro forma condensed combined financial statements do not assume any differences in accounting policies.

The pro forma adjustments presented in this unaudited pro forma condensed combined financial information represent management’s estimates based on information available as of the date of this Form 8-K and such estimates are subject to revision as further information is obtained. Accordingly, the pro forma adjustments for the Amran/Narayan Group Acquisition are preliminary and subject to further adjustment as additional information becomes available and the various analyses and other valuations are performed. Any adjustments may have a significant effect on total assets, total liabilities, total equity, operating expenses, and depreciation and amortization expenses, and such results may be significant.

The assumptions underlying the pro forma adjustments are described in the accompanying notes to this unaudited pro forma condensed combined financial information.

The unaudited pro forma condensed combined financial information may not be indicative of Standex’s future performance and does not necessarily reflect what Standex’s financial position and results of operations would have been had these transactions occurred at the beginning of the period presented.

Further, the unaudited pro forma condensed combined financial information does not purport to project the future operating results or financial position of Standex following the completion of the Amran/Narayan Group Acquisition. Additionally, the unaudited pro forma condensed combined financial information does not reflect any revenue enhancements, anticipated synergies, operating efficiencies, or cost savings that may be achieved related to the Amran/Narayan Group Acquisition, nor does it reflect any costs or expenditures that may be required to achieve any possible synergies.

Standex will finalize the accounting for the acquisition as soon as practicable within the measurement period, but in no event later than one year from October 28, 2024, in accordance with ASC 805.

Note 3 – Conforming Presentation Adjustments to the Amran/Narayan Group Historical Reported Financial Data

In preparing the pro forma condensed combined financial information, the following adjustments were made to the Amran/Narayan Group’s historical financial statements to conform to the presentation of Standex’ historical financial statements:

Presentation in Historical Financial Statements	Presentation in Unaudited Pro Forma Condensed Combined Financial Statements	Historical Amran/ Narayan Group Before Adjustment			Adjustment			Note	Historical Amran/Narayan Group as Adjusted
Cash and cash equivalents	Cash and cash equivalents	$	27,128		$	-			$	27,128
Trade accounts receivable, net	Trade accounts receivable, net		24,582			-				24,582
Inventories	Inventories		11,885			-				11,885
Prepaids expenses and other current assets	Prepaids expenses and other current assets		4,191			-				4,191
Property and equipment, net	Property and equipment, net		1,066			-				1,066
Operating lease right-of-use assets, net	Operating lease right-of-use assets, net		1,567			1,403		(a)		2,970
Operating lease right-of-use assets, net - related party	Operating lease right-of-use assets, net		1,403			(1,403	)	(a)		-
Deferred tax assets, net	Deferred tax assets		257			-				257
Other long-term assets	Other non-current assets		442			-				442
Line of credit	Accrued liabilities		630			(630	)	(b)		-
Accounts payable	Accounts payable		4,915			-				4,915
Accrued liabilities	Accrued liabilities		1,206			1,588		(b)-(f)		2,794
Contract liabilities	Accrued liabilities		146			(146	)	(c)		-
Operating lease current liabilities	Accrued liabilities		410			(410	)	(d)		-
Operating lease current liabilities - related party	Accrued liabilities		274			(274	)	(e)		-
Income taxes payable	Income taxes payable		961			-				961
Other current liabilities	Accrued liabilities		128			(128	)	(f)		-
Operating lease long-term liabilities	Operating lease liabilities non-current		1,157			1,148		(g)		-
Operating lease liabilities long-term liabilities - related party	Operating lease liabilities non-current		1,148			(1,148	)	(g)		2,305
Net investment	Retained earnings		3,459			(3,459	)	(h)		-
Retained earnings	Retained earnings		58,387			3,459		(h)		61,846
Accumulated other comprehensive loss	Accumulated other comprehensive loss		(300	)		-				(300	)

(a) Represents an adjustment to reclassify $1.4 million of Operating lease right-of-use assets, net – related party to Operating lease right-of-use assets, net

(b) Represents an adjustment to reclassify $0.6 million of Line of credit to Accrued liabilities

(d) Represents an adjustment to reclassify $0.4 million of Operating lease current liabilities to Accrued liabilities

(e) Represents an adjustment to reclassify $0.3 million of Operating lease current liabilities – related party to Accrued liabilities

(f) Represents an adjustment to reclassify $0.1 million of Other current liabilities to Accrued liabilities

(g) Represents an adjustment to reclassify $1.1 million of Operating lease long-term liabilities – related party to Operating lease liabilities, non-current

(h) Represents an adjustment to reclassify $3.5 million of Net investment to Retained earnings

Note 4 – Amran/Narayan Group Acquisition and Acquisition Accounting Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet

Preliminary Purchase Price Allocation

The following preliminary purchase price allocation has been used to prepare pro forma adjustments in the unaudited pro forma condensed combined balance sheet.

Fair value of consideration given:	Amount (in thousands)

Cash⁽¹⁾⁽²⁾	$	414,823
Equity⁽³⁾		27,318
Total fair value of consideration given	$	442,141

Identifiable assets acquired and liabilities assumed:

Cash	$	27,128
Accounts receivable		24,582
Inventories⁽⁴⁾		13,440
Prepaid expenses and other current assets⁽⁵⁾		13,691
Property, plant, and equipment		1,066
Intangible assets⁽⁶⁾		135,000
Goodwill⁽⁷⁾		283,991
Other non-current assets		3,669
Deferred tax liability⁽⁸⁾		(21,309	)
Other liabilities assumed		(10,975	)
Total identifiable assets acquired and liabilities assumed		470,283

Noncontrolling interest⁽⁹⁾		(28,142	)

Total identifiable assets acquired and liabilities assumed including NCI	$	442,141

(1)

The cash consideration was funded utilizing cash on hand of $414.8 million and proceeds borrowed under a Term Loan Credit Agreement of $250.0 million, offset by deferred financing costs of $2.0 million. See pro forma adjustment (a) below for adjustments to the unaudited pro forma condensed combined balance sheet relating to cash and cash equivalents.

(2)	The total cash consideration transferred is subject to customary closing adjustments.

(3)	Represents the fair value of 152,299 shares of Standex common stock issued to the Amran sellers.

(4)	See pro forma adjustment (b) below for adjustments to the unaudited pro forma condensed combined balance sheet relating to inventories.

(5)	See pro forma adjustment (c) below for adjustments to the unaudited pro forma condensed combined balance sheet relating to other assets.

(6)	See pro forma adjustment (d) below for adjustments to the unaudited pro forma condensed combined balance sheet relating to intangible assets.

(7)	See pro forma adjustment (e) below for adjustments to the unaudited pro forma condensed combined balance sheet relating to goodwill.

(8)	See pro forma adjustment (h) below for adjustments to the unaudited pro forma condensed combined balance sheet relating to deferred tax liabilities.

(9)	See pro forma adjustment (i) below for adjustments to the unaudited pro forma condensed combined balance sheet relating to noncontrolling interest.

Pro Forma Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet

(a)	Represents the cash consideration paid to the Amran/Narayan Group sellers partially offset by the cash received from the Term Loan Credit Agreement as follows:

Cash paid to Seller	$	(414,823	)
Cash received from Term Loan Credit Agreement		248,049
Total pro forma adjustment to cash and cash equivalents	$	(166,774	)

(b)	Represents the purchase accounting adjustment to increase the value of the inventories to the estimated selling price adjusted for (1) costs of the selling effort and (2) a reasonable profit allowance for the selling effort of the Company.

(c)

Represents the purchase accounting adjustment to increase the other assets to their fair values. As part of the preliminary valuation analysis, the Company identified backlog assets. The fair value of identifiable backlog assets is determined primarily using the “income approach,” which requires a forecast of all of the expected future cash flows.

(d)

Represents the purchase accounting adjustment to increase the intangible assets to their fair values. As part of the preliminary valuation analysis, the Company identified intangible assets, including trade names and customer relationships. The fair value of identifiable intangible assets is determined primarily using the “income approach,” which requires a forecast of all of the expected future cash flows.

(e)	Represents the purchase accounting adjustment to goodwill based on the acquisition method.

(f)	Represents the estimated transaction costs associated with the Amran/Narayan Group acquisition incurred by Standex subsequent to June 30, 2024.

(g)

Represents a $250 million Term Loan Credit Agreement to finance the cash consideration portion of total consideration, less $2.0 million in debt issuance costs incurred to obtain the Term Loan Credit Agreement. This obligation is classified as current debt based on its term of one year. The Company replaced this loan with long-term financing on December 6, 2024.

(h)	Represents the purchase accounting adjustment to deferred tax liability based on the acquisition method.

(i)

Establishes noncontrolling interest for the 9.9% of capital stock of Narayan that the Company did not acquire as described in Note 1. The Company has preliminarily concluded the noncontrolling interest is redeemable and does not meet the classification requirements for permanent equity. The redeemable noncontrolling interest amount represents the fair value based on the acquisition method of accounting.

(j)	Represents adjustments to additional paid-in capital for the $27,318 fair value, less the treasury stock cost of $4,071 for the 152,999 shares of Standex common stock issued to the Amran sellers.

(k)	Represents adjustments to retained earnings to eliminate the historical $61,846 retained earnings of the Amran/Narayan Group plus the estimated transaction costs associated with the Amran/Narayan Group acquisition incurred by Standex subsequent to June 30, 2024 described in note (f) above.

(l)	Represents an adjustment to stockholders’ equity to eliminate the historical accumulated other comprehensive loss of the Amran/Narayan Group

(m)	Represents the treasury stock cost of the 152,999 shares of Standex common stock issued to the Amran sellers.

Note 5 – Acquisition Accounting Adjustments to Unaudited Pro Forma Condensed Combined Statement of Operations

(a)

Represents the increase in cost of sales of $1.6 million due to the sale of inventories that had been adjusted to fair value in accordance with the acquisition method plus $9.5 million of amortization expense associated with other current assets. The following table summarized the estimated fair value of other current assets and its estimated useful life and uses an accelerated method of amortization based on the estimated cash flows used in the valuation.

Estimated fair

value

Estimated useful

life in years

Twelve months ended

June 30, 2024

amortization expense

Back log

9,500

(b)	The following table summarizes the estimated fair values of the Amran/Narayan Group’s identifiable intangible assets and their estimated useful lives and uses a straight-line method of amortization.

	Estimated fair value		Estimated useful life in years		Twelve months ended June 30, 2024 amortization expense
Customer relationships	$	106,300		12	$	8,858
Trade names		28,700	Indefinite			-
					$	8,858

(c)	Represents the estimated transaction costs associated with the Amran/Narayan Group acquisition incurred by Standex subsequent to June 30, 2024. These costs will not affect the Company’s income statement beyond 12 months after the acquisition date.

(d)

Represents the interest expense (including amortization of loan discount) on the Term Loan Credit Agreement as if the loan was obtained on July 1, 2023 and was outstanding for the entire year ended June 30, 2024. The interest rate assumed for purposes of preparing this pro forma financial information is 7.7% on average. This rate is the daily benchmark rate of 4.82% on October 28, 2024, plus the margins specified in the facility agreement. A 1/8 of a percentage point increase or decrease in the benchmark rate would result in a change in interest expense of approximately $0.3 million for the year ended June 30, 2024.

(e)	Represents an adjustment to income tax expense related to the pre-tax pro forma adjustments to the income statement. The tax-related adjustments are based on an estimated tax rate of 22.6%.

(f)

Represents the adjustment to reflect the noncontrolling interest holder's proportionate share of 9.9% of each of: (i) Narayan's income from operations for the year ended June 30, 2024 ($0.8 million of the $31.9 million historical Amran/Narayan Group income); and (ii) Narayan's pro forma accounting adjustments ($0.9 million of the $47.5 million transaction accounting adjustments loss).

(g)	Represents the 152,299 shares of Standex common stock issued to the Amran sellers as described in Note 1.

Document And Entity Information	Oct. 28, 2024
Document Information [Line Items]
Entity, Registrant Name	STANDEX INTERNATIONAL CORPORATION
Document, Type	8-K/A
Entity, Incorporation, State or Country Code	DE
Entity, File Number	1-7233
Entity, Tax Identification Number	31-0596149
Entity, Address, Address Line One	23 Keewaydin Drive
Entity, Address, City or Town	Salem
Entity, Address, State or Province	NH
Entity, Address, Postal Zip Code	03079
City Area Code	603
Local Phone Number	893-9701
Title of 12(b) Security	Common Stock
Trading Symbol	SXI
Security Exchange Name	NYSE
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity, Emerging Growth Company	false
Amendment Description	Form 8-K/A date of report 10-28-24
Amendment Flag	true
Entity, Central Index Key	0000310354

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