McStarlite

On February 5, 2025, the Company acquired 100% of the issued and outstanding shares of Basmat Inc., dba McStarlite, a privately held company, for $57.0 million, net of cash acquired. McStarlite is a leading provider of complex sheet metal aerospace components. It designs and manufactures cold deep draw and bulge-formed aviation components, including segmented and single piece lipskins, nozzles, complex sheet metal assemblies, and tooling to support production hardware. McStarlite's results are reported within the Company's A&D segment.

The purchase price was allocated to the net tangible and identifiable intangible assets acquired and liabilities assumed based on a valuation of their fair values on the closing date. Goodwill recorded from this transaction is attributable to McStarlite's technical and applications expertise, which is highly complementary to the Company's existing business.

Identifiable intangible assets of $24.5 million consist primarily of $19.7 million for customer relationships to be amortized over 12 years and $4.8 million for indefinite lived tradenames. The goodwill of $16.2 million created by the transaction is not deductible for income tax purposes. The accounting for business combinations requires estimates and judgments regarding expectations for future cash flows of the acquired business, and the allocations of those cash flows to identifiable tangible and intangible assets, in determining the assets acquired and liabilities assumed. The fair values assigned to tangible and intangible assets acquired and liabilities assumed are based on management's best estimates and assumptions, as well as other information compiled by management, including valuations that utilize customary valuation procedures and techniques.

There were no changes to the purchase price allocations of any other acquisitions during the year ended June 30, 2026.

Amran/Narayan Group

On October 28, 2024 (“Closing Date”), the Company acquired, in separate transactions, 100% of the outstanding membership interest in Amran LLC (“Amran”), a privately-held company based in Houston, Texas, pursuant to a Securities Purchase Agreement (the “Amran Purchase Agreement”) and through its wholly owned subsidiary, Mold-Tech Singapore PTE LTD (“Mold-Tech Singapore”), 90.1% of the capital stock of Narayan Powertech Private Limited (“Narayan”), a privately-held India-based company, pursuant to a Securities Purchase Agreement (the “Narayan Purchase Agreement”) (collectively the “Amran/Narayan Group”). With manufacturing locations in the United States and India, Amran/Narayan Group is a leading manufacturer of low voltage and medium voltage instrument transformers. Its custom product portfolio is specifically designed and developed in partnership with OEMs for their specific equipment related to electrical grid applications. This acquisition continues our portfolio strategy of focusing our higher-margin business segments in faster-growing markets. Amran/Narayan Group results are reported within the Company's Electronics segment.

Total consideration for Amran aggregated to $179.7 million, consisting of $153.7 million in cash consideration and 152,299 shares of Standex common stock, issued out of the Company's treasury shares, with a fair value of $26.0 million. The fair value of Standex common stock issued as part of the consideration for Amran was determined on the basis of the closing market price of the Company's common shares on the Closing Date. The total consideration for the 90.1% interest in Narayan consisted of a cash payment of $261.9 million. The Company entered into a Shareholder Agreement that provides the Company with the right to purchase, and the noncontrolling interest holders with the right to sell, their remaining noncontrolling interest at a contractually defined redemption value. As the redemptions are contingently redeemable at the option of the noncontrolling interest shareholders, the Company classifies the redeemable noncontrolling interest in the mezzanine equity section on the consolidated balance sheets, which is presented above the equity section and below liabilities. The repurchase price of the redeemable noncontrolling interests is the greater of the share price paid for similar shares as part of the Narayan Acquisition or 12 times twelve months' trailing EBITDA. The redeemable noncontrolling interest represents the noncontrolling shareholder's interest. More specifically, the Shareholders’ Agreement provides the noncontrolling interest holders with the right (but not an obligation) to transfer up to their remaining interest in Narayan for a period of three years ("Put Option Period") to Mold-Tech Singapore. Subsequent to the expiration of the Put Option Period, Mold-Tech Singapore will have the right (but not an obligation) to acquire the remaining interest in Narayan for an additional three-year consecutive period. Please see Note 21. Redeemable noncontrolling interest for subsequent accounting and purchase of noncontrolling interest by the Company.

The purchase price was allocated to the net tangible and identifiable intangible assets acquired and liabilities assumed and noncontrolling interest based on a valuation of their fair values on the Closing Date. Goodwill recorded from this transaction is attributable to Amran/Narayan Group’s technical and applications expertise, which is highly complementary to the Company's existing business.

Identifiable intangible assets of $136.0 million consist primarily of $28.7 million for indefinite lived tradenames and $107.3 million of customer relationships to be amortized over 12 years. Goodwill of $298.4 million was recognized. Goodwill related to the Amran (U.S.) acquisition is deductible for U.S. income tax purposes; the goodwill related to the Narayan (India) acquisition is not deductible. The accounting for business combinations requires estimates and judgments regarding expectations for future cash flows of the acquired business, and the allocations of those cash flows to identifiable tangible and intangible assets, in determining the assets acquired and liabilities assumed. The fair values assigned to tangible and intangible assets acquired and liabilities assumed are based on management's best estimates and assumptions, as well as other information compiled by management, including valuations that utilize customary valuation procedures and techniques. On the date of acquisition, the fair value of the noncontrolling interest in Narayan was determined based on the consideration expected to be transferred by the Company for its controlling ownership interest based on the Standex share price at the Closing Date.

The following table summarizes the final allocation of the aggregate total consideration for the Amran/Narayan Group to the estimated fair values of the tangible and identifiable intangible assets acquired and liabilities and noncontrolling interest assumed (in thousands):

The following table reflects the unaudited pro forma operating results of the Company for the year ended June 30, 2025 and 2024, respectively, which give effect to the acquisition of the Amran/Narayan Group as if it had occurred effective July 1, 2023. The pro forma results are not necessarily indicative of the operating results that would have occurred had the acquisition been effective as of the date indicated, nor are they intended to be indicative of results that may occur in the future. The pro forma information does not include the effects of any synergies related to the Amran/Narayan Group acquisition, transactions between the entities prior to acquisition, or the pre-acquisition impact of other businesses acquired by the Company during this period as they were not material to the Company’s historical results of operations.

Pro forma earnings during the periods presented were adjusted to include the following adjustments:

With respect to each of the McStarlite and Amran/Narayan Group acquisitions, the estimated fair values of the indefinite lived tradenames were determined based on an income approach using the relief from royalty method, which assumes that, in lieu of ownership, a third party would be willing to pay a royalty in order to exploit the related benefits of the tradenames assets. The cash flow projections the Company uses to estimate the fair value of the tradenames intangible assets involves several assumptions, including projected revenue growth, an estimated royalty rate, after-tax royalty savings expected from ownership of the tradenames, and a discount rate used to derive the estimated fair value of the tradenames. The estimated fair value of the customer relationships intangible assets were determined based on the income approach using the multi-period excess earnings method, which measures the economic benefit indirectly by calculating the income attributable to an asset after appropriate returns are paid to complementary assets used in conjunction with the subject asset to produce the earnings associated with the subject asset, commonly referred to as contributory asset charges. The fair value determination of the customer relationships intangible asset required us to make significant estimates and assumptions related to future cash flows and the selection of an appropriate discount rate to apply to future cash flows.

The Company incurred deal related costs of $14.2 million for the year ended  June 30, 2025, which is reported separately in the consolidated statements of operations.

From the date of acquisition through June 30, 2025, the Amran/Narayan Group contributed $84.4 million of net sales and $13.7 million of net income.

Transactions with Related Parties of Amran/Narayan Group

The Amran/Narayan Group has certain transactions with parties affiliated with current and former shareholders of the Amran/Narayan Group, including the current President of the Amran/Narayan Group entities in India. The transactions with these parties continue and are summarized as follows:

At  June 30, 2026 and 2025, $0.3 million and $0.4 million, respectively, is due to the above related parties which is included in accounts payable in the consolidated balance sheets. During the twelve months ended  June 30, 2026, payments for inventory purchases and rental payments were $2.0 million and $0.3 million, respectively. During the twelve months ended  June 30, 2025, payments for inventory purchases and rental payments were $2.5 million and $0.3 million, respectively.

During the twelve months ended  June 30, 2026, 2025 and 2024, sales made to related parties were $0.1 million. 

Several of the Amran/Narayan Group leases in India are with Narayanshree Infrastructure LLP and directly with relatives of Narayan minority shareholders. Undiscounted cash flows expected to be paid for operating leases with related parties are as follows as of  June 30, 2026:

Nascent Technology

On November 18, 2024, the Company purchased all of the issued and outstanding equity interests of Nascent Technology Manufacturing, LLC ("Nascent") for $7.6 million, net of cash acquired. Its results are reported in the Electronics segment. The goodwill of $6.5 million created by the transaction is not deductible for income tax purposes.

Custom Biogenic Systems

On November 13, 2024, the Company purchased all of the issued and outstanding equity interests of Custom Biogenic Systems for $4.7 million, net of cash acquired. Its results are reported within the Company's Scientific segment.

Deal Related Costs

Deal related costs include costs related to acquired businesses and other pending acquisitions, and divestitures. These costs consist of (i) deferred compensation arrangements and (ii) deal related professional service fees and expenses, including financial advisory, legal, accounting, and other outside services incurred in connection with integration and acquisition activities, and regulatory matters related to acquired and divested entities. These costs do not include purchase accounting expenses, which the Company defines as acquired backlog and the step-up of inventory to fair value, or the amortization of the acquired intangible assets.

Deal related costs were $4.1 million, $21.4 million and $2.6 million for fiscal years 2026, 2025 and 2024, respectively.