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Operator: Good morning, ladies and gentlemen, and welcome to the Standex International Fiscal First Quarter 2025 Financial Results Conference Call. [Operator Instructions]. This call is being recorded on Tuesday, October 29, 2024. I would now like to turn the conference over to Christopher Howe, Director of Investor Relations. Please go ahead.

Christopher Howe : Thank you, operator, and good morning. Please note that the presentation accompanying management’s remarks can be found on the Investor Relations portion of the company’s website at www.standex.com. Please refer to Standex’s safe harbor statement on Slide 2. Matters that Standex management will discuss on today’s conference call include predictions, estimates, expectations, and other forward-looking statements. These statements are subject to risks and uncertainties that could cause actual results to differ materially. You should refer to Standex’s most recent annual report on Form 10-K as well as other SEC filings and public announcements for a detailed list of risk factors. In addition, I’d like to remind you that today’s discussion will include references to the non-GAAP measures of EBIT, which is earnings before interest and taxes; adjusted EBIT, which is EBIT excluding restructuring, purchase accounting, acquisition-related expenses and onetime items; EBITDA, which is earnings before interest, taxes, depreciation and amortization; adjusted EBITDA, which is EBITDA excluding restructuring, purchase accounting, acquisition-related expenses and onetime items; EBITDA margin and adjusted EBITDA margin.

We will also refer to other non-GAAP measures, including adjusted net income, adjusted operating income, adjusted net income from continuing operations, adjusted earnings per share, adjusted operating margin, free operating cash flow, and pro forma net debt to EBITDA. These non-GAAP financial measures are intended to serve as a complement to results provided in accordance with accounting principles generally accepted in the United States. Standex believes that such information provides an additional measurement and consistent historical comparison of the company’s financial performance. On the call today is Standex’s Chairman, President, and Chief Executive Officer, David Dunbar; and Chief Financial Officer and Treasurer, Ademir Sarcevic.

David Dunbar : Thank you, Chris. Good morning. This is an exciting day for us at Standex as we report on our fiscal first quarter 2025 results and share details of our most recent acquisition announced earlier this morning. First, a brief summary of our quarterly results. Following record profit and cash generation in fiscal 2024, we achieved a record gross margin above 40% in the fiscal first quarter with operating margin near 16% despite challenging general market conditions that pressured the top line. Behind the scenes, our engineering, sales, and marketing teams continue to ramp up new product development, and we are on track with our new product releases in fiscal year 2025. In fiscal year 2025, based on recent order rates and customer interaction, we continue to expect our end markets to stabilize in the second quarter and strengthen in the second half.

Last night or this morning, we acquired Amran Instrument Transformers and Narayan Powertech, leading manufacturers of low-voltage and medium-voltage instrument transformers in separate transactions for a combined enterprise value of approximately $462 million. Going forward on this call, we will refer to these entities collectively as the Amran/Narayan Group. These transactions are expected to be immediately accretive to Standex’s revenue growth, EBITDA margin, operating margin, earnings per share, and free cash flow. Over the last 3 years, the Amran/Narayan Group has increased revenue at an average cumulative annual growth rate of 30%. It expects approximately $100 million of revenue in calendar year 2024 with adjusted EBITDA margin north of 40%.

This acquisition enhances our presence in the fast-growing high-margin electrical grid market, driven by infrastructure upgrades, capacity expansion, and rising data center demand. Standex’s exposure to fast-growth markets increases to approximately 25% of total sales on a pro forma basis for fiscal 2024. Furthermore, we are extending our geographic reach into the domestic Indian market and strengthening our technical expertise in low to medium-voltage technologies. I will share more details on this acquisition later in the call. Now if everyone can turn to Slide 3, key messages. In the first quarter, sales declined 7.7% with contributions from acquisitions partially offsetting an organic decline. Though sales decreased in Electronics due to continued soft demand in general industrial end markets in Europe, orders continue to strengthen, indicating that markets are improving and that our commercial strategy is taking hold.

We also continue to experience an impact from a slowdown of new vehicle introductions in North America and delays in general market softness in Europe, affecting our Engraving segment. We continue to expect demand to improve as we enter the second half of fiscal 2025. Sales into fast-growth end markets were flat year-on-year at $20 million in the first quarter. Sales into electric vehicles, defense applications, and commercialization of space grew year-on-year, respectively, but were offset primarily by demand conditions affecting the soft trim business in our Engraving segment. We expect sales into fast-growth end markets as defined here, to improve sequentially and year-on-year in the fiscal second quarter. New product sales increased approximately 20% year-on-year to $11 million in the fiscal first quarter.

We continue to demonstrate resilient operating performance from the execution of price and productivity initiatives. As a result, we achieved record adjusted gross margin of 41.1%, up 240 basis points on a sequential basis and adjusted operating margin near 16%. Research and development expenses were 2.8% of sales as we continue to invest in new product development. Three of our 5 segments reported adjusted operating margin of approximately 20% or higher. Looking ahead on a sequential basis, in the fiscal second quarter of 2025, we expect moderately to significantly higher revenue driven by the impact of the recent Amran/Narayan Group acquisition, more favorable project timing in Engraving, and improving overall demand in Electronics and Specialty.

We expect slightly moderately higher adjusted operating margin, benefiting from higher sales, partially offset by increased investments in selling, marketing, and R&D. We also expect the Amran/Narayan Group acquisition to be slightly accretive to adjusted earnings per share in the fiscal second quarter. As mentioned in my beginning comments, the Amran/Narayan Group acquisition is expected to be immediately accretive to all key financial metrics. The entirety of its revenue resides in fast-growth markets. As a result, our exposure to fast-growth markets increases to approximately 25% of sales on a pro forma fiscal year 2024 basis from 13% of sales prior to the acquisition. In the fiscal first quarter, we launched three new products and remain on track to release over a dozen new products.

We anticipate new products released in fiscal year 2025 to contribute over 100 basis points of incremental growth. Considering our acquisition of the Amran/Narayan Group, we will provide an updated long-term financial look on our fiscal second-quarter earnings call. Please turn to Slide 4, an overview of the Amran/Narayan Group. Amran/Narayan Group is a market leader in low- and medium-voltage instrument transformers, providing custom engineered products that serve leading global OEMs and utility customers. It is comprised of Amran instrument transformers headquartered in Sugarland, Texas; and Narayan Powertech Limited headquartered in Gujarat, India. It is a classic customer intimacy business. It has developed a business model focused on rapid prototype development, reliability, fast delivery, and customization, creating long-term customer relationships.

The Amran/Narayan Group is vertically integrated and has impressive manufacturing and engineering talent. Notably, its presence in India expands our footprint in one of the world’s fastest growing economies. The Amran/Narayan Group has grown revenue at an average growth rate of nearly 30% over the last 3 years. In calendar year 2024, it expects revenue of approximately $100 million. Amran/Narayan’s mission-critical products and proprietary processes help generate sustainable EBITDA margins greater than 40%. I am delighted to welcome the 750 employees of Amran/Narayan to Standex. We are gaining a very experienced and capable team with a compatible culture, and we look forward to forging an exciting future together. Please turn to Slide 5, which highlights the strong combined presence across the power value chain.

Amran/Narayan’s broad portfolio of custom-engineered products service critical components in the power transmission and power distribution markets. Its position in the power value chain is unique and fills in critical areas where Standex does not have a strong presence today. Amran/Narayan’s products are complementary to Standex’s existing offering and are a natural extension into high-growth applications. It has a very strong presence in power transmission and power distribution markets where Standex has limited exposure. On the other hand, Standex has a position in the commercial and residential consumption markets. The combined entity deepens coverage across all three stages of the power transmission market. Please turn to Slide 6, which highlights secular tailwinds that are driving transformer market growth.

Amran/Narayan is well-positioned to capitalize on several secular market trends. The growing need to expand electrical grid capacity is at an inflection point. To achieve the country’s national energy and climate goals, the global grid must expand from 80 million kilometers to 170 million kilometers with 50 million kilometers of the existing grid to be replaced or a total construction of 175% of the entire existing grid in the next 25 years. The U.S. and other nations around the world have passed sweeping legislation in recent years that is intended to help fund grid expansion. We continue to see new project announcements, which increased demand across multiple applications, including data centers, renewables, and large-scale utility upgrades.

The current rapid growth in demand for electricity is driven by increased living standards across the world, the need to upgrade old infrastructure, and significantly, new sources of demand, especially data centers. Finally, the success of the global energy transition depends on rapid expansion of the grid. These market tailwinds provide exciting long-term growth potential. Now if everyone could turn to Slide 7, which highlights the complementary capabilities of Amran/Narayan. This acquisition presents a compelling opportunity to unite our unique capabilities and leverage our complementary offerings to create a stronger combined leader in the custom manufacturing of power management components. Our combined product suite and global manufacturing footprint enhances our customer value proposition and strengthens our go-to-market capabilities.

Amran/Narayan brings extensive electrical grid market knowledge and new technologies to our product portfolio. As part of Standex, we expect to provide Amran/Narayan with resources that will accelerate the growth of their business, particularly through capacity expansion plans and access to our global distribution network. Amran/Narayan also adds an important presence in India, one of the fastest growing economies in the world. Additionally, Standex’s presence will help accelerate their growth in Europe. I will now turn the call over to Ademir, who will discuss the details of this transaction and our combined financial profile.

Ademir Sarcevic : Thank you, David, and good morning, everyone. Please turn to Slide 8, detailed transaction summary. As David mentioned, Standex has acquired Amran/Narayan Group for a combined enterprise value of $462 million on a cash-free, debt-free basis using a mix of cash and stock. The consideration mix was comprised of 85% cash or $154 million and 15% stock or $27 million for the Amran entity and 90% cash or $254 million and 10% stock or $28 million for the Narayan entity. The cash consideration will come from a combination of cash on hand and our credit facilities. This acquisition fits perfectly within our strategy to accelerate growth in secular fast growth end markets. We remain committed to maintaining a strong investment-grade balance sheet and intend to focus our capital allocation priorities on debt repayment in the next 2 years.

We expect to achieve a net leverage ratio of below 1 within 24 months. Now if everyone can turn to Slide 9, which highlights the enhanced financial profile and the end market exposure. The addition of Amran/Narayan Group will immediately enhance Standex’s financial profile and significantly expand our end market exposure in fast-growth markets while growing our largest business division. In the first full year as a combined company, the margin profile will represent over 200 basis points expansion opportunity versus Standex’s stand-alone EBITDA margin. In addition, our Electronics segment will now represent over 50% of total Standex’s revenue. In fiscal year 2024, on a pro forma basis, the addition of Amran/Narayan Group to our existing definition of fast-growth end markets increases our exposure to fast-growth markets from 13% of sales to approximately 25%.

Let me turn the call back to David to summarize this highly strategic and transformative acquisition.

David Dunbar : Thank you, Ademir. Please turn to Slide 10. Amran/Narayan represents a highly strategic opportunity for Standex. The company’s technical design capabilities, customer relationships, and expertise in the electric grid market fit perfectly in our portfolio, and we see ourselves as the right partner to enable the continued growth of the business. Amran/Narayan opens up a $2 billion addressable market for Standex and aligns with our strategic goals of identifying new high-growth markets that will accelerate Standex’s future growth. As the largest acquisition in Standex’s history, this is a key milestone for our business and builds on our history of successfully creating value in the electronics space. Now I will turn the call back to Ademir to discuss our first quarter fiscal 2025 results.

Ademir Sarcevic : Thank you, David. Let’s turn to Slide 11, first quarter 2025 summary. On a consolidated basis, total revenue decreased approximately 7.7% year-on-year to $170.5 million. This reflected an organic revenue decline of 11.4% and a 0.1% impact from foreign exchange, partially offset by 3.8% benefit from recent acquisitions. First quarter 2025 adjusted operating margin was flat year-on-year at 15.9% and adjusted operating income decreased 8% on a 7.7% consolidated revenue decrease year-on-year. Adjusted earnings per share decreased 1.7% year-on-year to $1.71. Net cash provided by operating activities was $17.5 million in the first quarter of fiscal 2025 compared to $16.4 million a year ago. Capital expenditure was $6.7 million compared to $4.3 million a year ago.

As a result, we generated fiscal first quarter free cash flow of $10.8 million compared to $12.1 million a year ago. Now please turn to Slide 12, and I will begin to discuss our segment performance and outlook, beginning with Electronics. Segment revenue of $77.7 million decreased 4.8% year-on-year as 8.5% benefit from recent acquisitions and 0.3% benefit from foreign exchange were more than offset by an organic decline of 13.7%. Adjusted operating margin of 21.9% in fiscal first quarter 2025 increased 150 basis points year-on-year as the contribution from recent acquisitions, productivity initiatives, and product mix were partially offset by lower volume. Our new business opportunity funnel increased approximately 38% year-on-year and is currently at approximately $99 million.

As David highlighted in his comments, we continue to see encouraging signs that markets are starting to recover, which is further supported by positive order trends. Orders in Electronics increased 15% sequentially to approximately $75 million, the highest orders quarter in over a year. Sequentially, in fiscal second quarter 2025, we expect significantly higher revenue driven by the recent Amran/Narayan Group acquisition and higher sales into fast-growth end markets and slightly to moderately higher adjusted operating margin due to the recent acquisition and pricing and productivity initiatives, partially offset by higher investments in selling, marketing, and R&D. Please turn to Slide 13 for a discussion of the Engraving and Scientific segments.

Engraving revenue decreased 18.2% to $33.4 million, driven by organic decline of 17.5% and a 0.7% impact from foreign exchange. Operating margin of 17.5% in fiscal first quarter 2025 decreased 110 basis points year-on-year due to slower demand in North America and Europe, partially offset by productivity initiatives. In our next fiscal quarter, on a sequential basis, we expect moderately higher revenue and slightly higher operating margin due to more favorable project timing in Asia and Europe and productivity initiatives. Scientific revenue decreased 2.7% to $17.7 million due to lower demand from retail pharmacies, partially offset by higher volume from new product sales. Operating margin of 26.8% decreased 30 basis points year-on-year as the impact of lower volume and higher freight costs more than offset productivity actions.

Sequentially, we expect similar revenue and slightly lower operating margin due to continued investments in R&D and higher freight costs. Now turn to Slide 14 for a discussion of the Engineering Technologies and Specialty Solutions segments. Engineering Technologies revenue increased 12.7% to $20.5 million, driven by organic growth of 13.3%, slightly offset by a 0.6% impact from foreign exchange. This strong organic growth was due to more favorable project timing in the space end markets that drove growth in new product development and new applications. Operating margin of 19.5% increased 290 basis points year-on-year, reflecting leverage on higher sales and pricing and productivity initiatives. Sequentially, we expect similar to slightly higher revenue due to new products and new applications and slightly lower operating margin due to product mix.

Specialty Solutions segment revenue of $21.1 million decreased 18.3% year-on-year, primarily due to softness in general market conditions in the Display Merchandising business and in the Hydraulics business. Operating margin of 16.8% decreased 490 basis points year-on-year. Sequentially, we expect slightly higher revenue and operating margin. Next, please turn to Slide 15 for a summary of Standex’s liquidity statistics and the capitalization structure. At the end of the first quarter, Standex had net cash of $15.6 million compared to net cash of $5.3 million at the end of fiscal quarter 2024. Standex’s long-term debt at the end of fiscal first quarter 2025 was $149 million. Cash and cash equivalents totaled $164.6 million. We declared our 241st quarterly consecutive cash dividend of $0.32 per share, an approximately 6.7% increase year-on-year.

In fiscal 2025, excluding the Amran/Narayan Group acquisition, we expect capital expenditures to be between $35 million and $40 million. Following the acquisition of the Amran/Narayan Group, our net leverage ratio is approximately 2.2x and our available liquidity is greater than $300 million. I will now turn the call over to David to discuss our key takeaways from our first quarter results and our acquisition of the Amran/Narayan Group.

David Dunbar : Thank you, Ademir. Please turn to Slide 16. I’m very proud of our team for their continued operational execution that led to our record gross margin in the fiscal first quarter. I’m also especially proud of the creativity, the commitment that it took to execute this very complex transaction with Amran/Narayan Group. And we also saw a lot of creativity and collaboration and the Amran/Narayan teams that reinforce to us we are going to make a great team together. The acquisition significantly expands our presence in the fast-growing high-margin electrical grid-end market, benefiting from infrastructure upgrades, capacity expansions, and data center demand. Now with this acquisition, our exposure to fast-growth markets has effectively doubled on pro forma fiscal 2024 basis.

We look forward to welcoming the entire Amran/Narayan team to our company and are excited by our combined growth potential. To support our future growth, we continue to invest in our engineering capabilities to drive new product development and new applications across markets with growth potential. In fiscal year 2025, we continue to be on track for new products to be released in every one of our businesses, which are expected to add over 100 basis points of incremental growth. With the acquisition of the Amran/Narayan Group, we intend to use our cash flows to reduce debt while we continue to assess an active pipeline of organic and inorganic growth opportunities that support future growth. We expect to reduce our net leverage ratio below 1x EBITDA within the first 24 months post-transaction.

With the added exposure to high-margin, fast-growth markets, we’ve never been in a better position as a company to offset challenging market conditions and capitalize on market opportunities. Considering our acquisition of the Amran/Narayan Group, we will provide an updated long-term financial outlook on our fiscal second-quarter earnings call. We will now open the line for questions.

Operator: [Operator Instructions] Your first question comes from Christopher Moore at CJS Securities.

Christopher Moore : Congratulations. A lot of work went into this one for sure. Just in terms of kind of a reasonable expectation for organic growth for ’25. I know things are kind of stabilized in Q2 and pick up. Are you expecting organic growth to be slightly positive for the year? Or just how should we look at that?

Ademir Sarcevic : I think we obviously — electronics is now our biggest segment by far. And as we look through our Q2 and we look at our recent order rates, we feel the market is stabilizing and is starting to pick up. So Q2 will not be having an organic growth in fiscal Q2. But as we move to Q3 and Q4, we think it’s not unreasonable to expect that the electronics kind of a core business will have mid to high single-digit organic growth. And obviously, when you put the Amran acquisition on top of that and then growing at a pretty significant CAGR, we have pretty high expectations for that business. Engraving business has been challenged with some of the pushouts from the OEMs. So we don’t look at Engraving as being significantly contributing to organic growth this fiscal year.

And then when you look at the Engineering Technologies, for example, they are growing at a pretty significant rate, double-digit organic growth in the quarter, and we expect that to continue. Scientific is starting to recover. I would probably tell you as we move to the rest of the year, probably kind of a mid-single-digit growth. And then specialty has been kind of choppy, a little bit around U.S. elections and uncertainties as to what’s going to happen. So we’re kind of monitoring what happens in that segment, and we’ll obviously provide a little bit more guide on that as we see what happens after the election. So I don’t know, hopefully, that helps.

Christopher Moore: No, it does. I appreciate that. So in terms of the acquisition, can you talk a little bit more — what does it mean to be sister companies? Is there a lot of overlap between what they do? Is most of production happening out of one facility? I’m just trying to understand kind of how that looks.

David Dunbar : Yes, we look at it as one global company. It was founded in the ’90s in India. With success there, they then expanded into the U.S., created a separate legal entity to serve the U.S. market. Initially, really all the design expertise, the supply chain came from India. In the last 20 years, the business in Houston has been increasing its own technical staff, its engineering team, has had some — they have ability to customize designs in the U.S. for U.S. customers. But it’s the same family has founded and grown the teams at similar culture across the businesses. But there are two legal entities. Maybe that’s more inside baseball for us because it complicated the transaction because we had to acquire the entity separately, but it’s effectively coming into us as a single global business.

Christopher Moore: So you talked about growth over the last 3 years, 30% is a couple of things there. Is that a reasonable target for this business for the next 3 to 5 years? Or just any thoughts there?

David Dunbar : Well, as we get our feet on the ground and get to know each other, we’d love to see that. If you look at the external data, the increase in investment in grid, their own backlog, there’s a lot of momentum in that business. I would say for planning purposes, if you think mid-teens would be a very safe number to plan growth around. And then as the coming quarters roll out, with our experience, we’ll have better and better visibility.

Christopher Moore: Obviously, data center is a hot term these days. The $100 million revenue, is half of that data center or is just a piece of it, and that’s the fast-growing piece? Just trying to understand kind of the end market splits a little bit.

David Dunbar : Yes, right. The products they make are agnostic as to what actually is pulling the electricity. So anything that drives expansion of the grid will drive their sales. I think they say, I don’t know what the percent, the incremental investment in the grid of 10% to 15% simply for data centers would be 10% to 15% of the growth for this business. But there’s also aging infrastructure around the world. Well, just in the U.S., the fires in Texas and Hawaii and California were caused by old grid, that needs to be replaced and upgraded. That will drive demand and in much of the world, the growth in living standards depends on more electricity to more rural areas. That will drive a lot of instruments. So all of these things drive the same product. But certainly, data centers is another 10%, 15% growth on top of that.

Operator: Next question comes from Michael Legg at Benchmark.

Michael Legg : Congrats on the acquisition. Just want to follow up on Chris’ questions there. So just on the growth of the 30% growth that they’ve historically had for the acquisitions, I thought I heard you say on the conference call that by joining Standex, it could accelerate the growth, but then you just answered that you should be modeling teens growth. Can you just explain that, please?

David Dunbar : We’re asking you to be conservative. Let us get a quarter or 2 under our belt to get to know the business and the customers. You can call us a little conservative here with that number. We think that’s a very dependable number, the mid-teens.

Michael Legg: Then just on the customer, is there any major customer, any key customer concentration?

David Dunbar : No. They serve all the big players in the OEM equipment, both in Europe and in the U.S., and in India. In fact, their European customers have really been pressuring them to create a footprint in Europe. So we can really help accelerate that. They’ve got plans and made a step or 2, but with our team, we can really accelerate that, better serve those European customers. But they’re all listed on Page 4 of the earnings deck and you’ll see all the familiar names.

Michael Legg: Just on the EBITDA margin, there is obviously very strong — you doing acquisitions to get some leverage. Is there an opportunity to even increase that EBITDA ahead of where it is for this business?

David Dunbar : I would say that they would increase it through growth, through leverage on the top line as opposed to any cost synergies. I think we’ll be able to expand more cost-effectively. So going into Europe, for example, we’ve got a team that can leverage and the growth should be a little more efficient and speedy.

Michael Legg: And then just last question. The pipeline is a little lighter than it’s been but your book-to-bill was extremely strong. Can you just comment on that a little bit more?

Ademir Sarcevic : Mike, is that about electronics?

Michael Legg: Yes.

Ademir Sarcevic : Yes. No, look, I mean, obviously, we look at electronics orders daily and yes, we have said on our last conference call that we have seen an uptick. That uptick has continued. $75 million worth of orders in the quarter is the highest orders quarter we had in over a year and we fully expect that we’re going to be at that number, maybe a little bit higher in this fiscal quarter as well from an order standpoint. So we see the market stabilizing, starting to recover, and that makes us cautiously optimistic as we enter the second half of our fiscal year.

Operator: The next question comes from Mike Shlisky at D.A. Davidson.

Mike Shlisky : Looking at the acquired entities, the $100 million of revenue with EBITDA margins, it’s hard to argue with those numbers but I do have to ask, do you see any synergies post-deal that we should be kind of modeling here?

David Dunbar : The synergies that we described are more to position them better to grow into Europe. We think they help us cross-selling our other products into the Indian market through their relationships. This business is running so well. I think they have things they can teach us. We’re not going to rapidly drive cost synergies in terms of their organization. But of course, you will look at sourcing. I think they’ve got some sourcing relationships with a better position than we do. They have an India supply chain, which is very exciting to us, which we can leverage. So I’d say those are lower percentage impacts on value creation in the near term. The primary thing is to help them grow and gain leverage on the top line.

Mike Shlisky: Okay. This may be in some kind of filing. There’s a lot being fired at us this morning. If I missed it, I apologize. The shares that are being issued as part of the deal, is that priced as of yesterday’s closing price for Standex? I’m not sure what to assume there.

Ademir Sarcevic : 30-day average, Mike.

Mike Shlisky: Then just changing over to the ongoing businesses. I want to ask about the Engraving margins. They were up, I don’t know, 4 or maybe even 5 points from the prior quarter. I don’t recall you being quite that bullish on the margins for Engraving and with sales being down, it’s even more surprising to see an up quarter from the previous quarter. Kind of what’s the story there? Was there a mix in the first quarter here? Given what you’re seeing right now, does it make sense to step away from any customers if they’re not providing the appropriate returns on your investment?

Ademir Sarcevic : Yes. I think, Mike, there’s a little bit of a mix, but there’s also a lot of productivity actions that business has taken over the last few quarters. If you recall, we took some restructuring actions in Germany and the United States. We continue to look at leveraging our cost base more effectively. So that’s kind of what drove the margins to where you see them today. And we expect to continue with some of those actions as we get into the second quarter and the rest of the fiscal year. And as far as our footprint and where we operate and the customers we serve, yes, sure. I mean, we obviously look at that consistently. And when things don’t make sense for us, then we’ll reconsider where we operate and how we operate.

Operator: The next question comes from Gary Prestopino at Barrington Research.

Gary Prestopino : Several questions here. First of all, can you consolidate this immediately? Or do you have to wait until you get this India regulatory approval?

Ademir Sarcevic : No, Gary. I mean it’s been signed and closed and the acquisition has been consummated. So it’s done. The only issue, there is about 10% of the Narayan ownership that is going to be held by minority owners at this point, the current owners of Narayan. And we expect we’re going to get that Indian regulatory approval in the next 3 to 6 months, in which case we’re going to convert them into shares, and then we’ll own 100% of the Narayan entity. So they own 90%.

Gary Prestopino: Okay. Of the combined entity, you said it’s about $100 million of revenues, right? Can you break that down geographically on a broad brush, Europe, U.S., South America, Asia?

Ademir Sarcevic : There’s not much in Europe. I would probably tell you it’s about 30%, 40% in the United States and the rest would be Asia. 55%.

David Dunbar : 45% out of the Texas brands.

Gary Prestopino: Particularly with your Indian operations, is there a functional currency over there, the rupee? Or how are they billing? I mean, are we going to have FX risk here regarding the rupee given they…

David Dunbar : So they’re basically in country for country. So their supply chain is India, they supply India customers from their India plant for the India supply chain. There’s a single-digit million shipments into Europe. We want to supply that from a European site, which we will build with them. So we’ll be in the Eurozone. Our cost will be in euros. And then the North American site is in Texas. There is some sourcing from India because the basic supply chain goes back through India. So I hope that gives you an idea of the footprint and answers your question.

Gary Prestopino: Well, no, I’m just trying to understand. I mean, when this entity was a separate entity, how are they billing? Are they billing in rupees and then you have to convert that back into dollars once billing is done?

David Dunbar : No. They bill their Indian customers in rupee. All the U.S. customers, which is 45% of the sales, those are dollar transactions and dollar costs. And the exports to Europe are in euros, but that’s a few million dollars.

Gary Prestopino: And then did you say this opens up a $200 billion market for you? I was trying to write it.

David Dunbar : $2 billion.

Gary Prestopino: You wish it was $200 million.

David Dunbar : Total annual investments in the grid are about $600 billion. That’s on everything, cable, stations, transformer station distribution. So this is $2 billion of the $600 million. The International Energy Agency projects that to grow to $1.1 billion, $1.2 billion by 2030. So that ratio ought to hold. The instrument transformers, they are a smaller part of that, but they perform a very critical function throughout the entire transmission and distribution system.

Gary Prestopino: Okay. Is their business you say it’s custom solutions. So they’re working with whatever entity needs their products. Is the initial step based on an RFP to bid on the business? Or it doesn’t involve an RFP. It involves direct contract between–

David Dunbar : That’s a great question. This is very similar to our electronics business, the way we compete on customer intimacy. Often, the first application into a customer, it’s maybe through an RFP or through some other means. Once we successfully execute a first application though, the relationship is formed, it deepens. And then the next application, we’re asked, we’re invited to design, and we progressively become partners with the customer. And so that’s effectively what they’re doing. A lot of their growth is just picking up a new and larger set of new applications within each of their customers.

Gary Prestopino: And then just lastly, and I’ll drop off. It looks like if you use the stock portion of the consideration for both — I’m sorry, the cash for both acquisitions. It looks like about $400 million of cash, which I assume that that’s going to be borrowings or the majority of it. What kind of rate are you paying right now on those borrowings?

Ademir Sarcevic : Yes. I think it’s a little bit less than what you just mentioned in terms of the dollar value, Gary. But the way I would think about it, we are having this 364-day loan that we took. There’s a little bit of a higher interest rate on that loan until we syndicate it back and get it back into accordion. You can assume between all in kind of full burden on the amount of money we borrowed. You can probably assume 6.5% to 7% in this quarter, and then we expect it to come down to 5-ish, maybe a kind of south a little higher than 5% as we move into Q3 and Q4 as we get this 364-day loan kind of terminated and put into the accordion, and we look to put some swaps in place.

Operator: The next question comes from Ross Sparenblek at William Blair.

Ross Sparenblek : I’d just like to get a sense of the genesis of how these 2 acquisitions came into the fold. I mean were these sourced? Were you talking to them for several years here? I mean I never really got the sense that this opportunity existed.

David Dunbar : Yes. Thanks for asking the question. So you know for the last few years, we’ve been — as we’ve directed our internal teams to focus more on opportunities in fast-growth markets, we’ve also applied that filter to opportunities in the acquisition funnel. And so we became aware of this business a couple of years ago. We really started — I first met them just after the new year. And so I think February was the first time I met them. We’ve had a lot of meetings since then with increasing regularity. And the business was founded in the ’90s. They’re getting to a point in the business growth, they could leverage — they could use a partner like Standex. And also for the family, too, it’s meaningful to have a broader organization to work with them to grow around the world.

So this was just a 2 part, just them and us talking since about February and coming to terms on the deal, a bilateral deal that met both of our needs. We’re very excited about it. We spent a lot of time together to first kind of gain comfort that we run the businesses in compatible ways. It’s a very compatible culture. We’ve come to really know and respect the team that has founded the company and runs the company. So it’s larger, but it’s very typical for the kind of acquisitions we’ve done over the years.

Ross Sparenblek: Yes. So did they reach out to you guys? Or did you just stumble across it and wanted to see if they wanted to partner?

David Dunbar : You know our fantastic Director of IR, Chris Howe. Chris called him up and said, “Hey, we’d like to talk to you.” And they took the call.

Ademir Sarcevic : And Ross, what we will tell you like from kind of the future potential standpoint, we are — this is — and Dave has been here for 10 years. I’ve been here for 5 or 6. This is the acquisition that we are most excited about. We look at this really as being kind of a transformational opportunity for us. The end markets are phenomenal. The growth opportunity is great. Obviously, you see the financial profile of the entities. And so we think we can do some special things together, and hopefully, we can.

Ross Sparenblek: Yes. No, absolutely. And congrats to Chris on that. Hopefully, you guys remember that bonus time. Thinking about kind of the competitive landscape, $2 billion TAM, looks like 5% market share globally. Why do they have a right to win? I mean is it a customized aspect, higher end of the market? What is truly unique about these 2 companies?

David Dunbar : Over the years, they’ve developed a unique business model that serves the market. They have an integrated organization. They can turn around a prototype in days to a week, whereas competitors may take weeks to months to turn the prototype around. And that embeds them very early on in the design cycle with their OEMs. So they’ve become a trusted partner with. And in fact, early on, when we were looking into this space, we did some voice-of-customer work with these customers, and we weren’t specifically asking about Amran/Narayan. We were just asking them about who are their suppliers. And they specifically mentioned what a great partner Amran/Narayann is. So we got great confirmation from the customers of the relationship and how they built the trust.

So it comes from a very flexible business model. It’s a complete India supply chain. They’ve got a great cost position. And they’ve been innovative with their design as well. They’ve been innovative in compressing the instrument transformers in smaller spaces and meeting the increasing power and efficiency requirements of the new designs from the OEMs.

Ross Sparenblek: Okay. You guys, are they #1 globally? Do you have a sense of this is a couple of other larger competitors out there?

David Dunbar : I’d say they’re not #1 in volume, but we would say they have the highest reputation. They also become an outsourced partner. The $2 billion market is the external spend on instrument transformers. The large global OEMs, they have some more standard product that they do internally. So it is a much larger market. And with Amran/Narayan’s success in the customer intimacy model, they’ve actually kind of succeeded in having their OEM partners progressively give them a greater piece of their transformer business for the higher-end, the most demanding transformers.

Ross Sparenblek: Quickly on Electronics, can you maybe just update us on how orders moved through the quarter on like a monthly basis? I’m just trying to gauge your confidence for the second-half recovery. If we take out the $11 million of new products, it looks like first quarter revenue overall were down about 15%. And it is difficult to just try to assess where we are in the overall macrocycle versus maybe anything that’s maybe idiosyncratic like potential share losses on certain product lines that we should be aware of.

Ademir Sarcevic : Yes. I think, Ross, if you kind of look at our order intake in Electronics over the past 4 quarters, that book-to-bill was 0.6, 0.7. I think we were running at about $60 million, $65 million per quarter in orders. And I think we are seeing some of those lower orders kind of flush through our sales in the last quarter or 2. So it probably takes kind of — I would tell you, it depends again on if it’s magnetics, if it’s sensors, if it’s SSD business, but 3 to 6 months to kind of this stuff to get from the orders into the sales. But look, we had $75 million worth of bookings last quarter. As you remember on our last earnings call, we were pretty optimistic about it. It kind of played out the way we thought. And we think this quarter will be similar, maybe slightly up. And then all indications from our customers is that into our fiscal Q3 and Q4, the order intake is going to continue to pick up. So that’s what we are basing kind of our assessment on.

Ross Sparenblek: Yes. I definitely can imagine the distribution channel is pretty balanced at this point, if not a little destocking.

Ademir Sarcevic : That’s exactly right. Yes, that’s right.

Ross Sparenblek: Maybe just one last one, I want to tailwind here. Productivity versus mix for electronic margins in the quarter. And I know you guys have done some great cost out. There’s a new head of division over there that’s finding a broader project funnel for you guys. But how should we just think about the legacy business going forward? New acquisitions.

Ademir Sarcevic : No, that’s a good question. As we get into the Q3 and Q4 of this fiscal year, on the base business, we would expect to continue to kind of slightly improve operating margins and grow — first of all, to slightly improve gross margins as we move forward, that would also lead to improvement of the operating margin. So as you think about modeling, without kind of Amran/Narayan Group, we would expect, if there wasn’t an acquisition that the business performance would improve both from the top line and from a gross margin and operating line standpoint and kind of slightly as you move through the quarters.

Ross Sparenblek: Yes. I mean getting back to kind of that mid-20 range though, do you have a sense of the timeline there? Because you’ve done a lot. [indiscernible]

Ademir Sarcevic : We’ll kind of give you a better view on that, Ross, as we get into the second quarter. We want to really look at as to what we have in terms of Amran/Narayan and how those margins and that kind of fits into the overall picture. But yes, I mean, we would assume that we will be improving margins sequentially and getting to the 25% range at some point in the next few quarters.

David Dunbar : But the volumes follow off what you just described [indiscernible] Q3, Q4.

Ademir Sarcevic : Yes, exactly. I’m just trying to be conservative. You’re not letting me be conservative.

Operator: We have no further questions. I will turn the call back over to David Dunbar for closing comments.

David Dunbar : All right. I want to thank everybody for connecting today. We threw a curveball by scheduling and then rescheduling this call. This was a very complicated transaction, and I want to thank everybody for adjusting their schedules. We’re very excited about that. I hope that came through today. And as we go forward, you’ll see the impact it has on our business. I want to thank you all for joining us for the call. We really do enjoy reporting on the progress at Standex. And finally, again, I want to thank all of our employees, both new and old, for their continued support and contributions. This transaction was complicated. There were many, many people across Standex and across Amran/Narayan that participated, and it really demonstrated the talent, the commitment, and the creativity of our teams to get things done.

Thank you also for the shareholders for your continued support and contributions. We look forward to speaking with you again in our fiscal second quarter 2025 call.

Operator: Ladies and gentlemen, this concludes your conference for today. We thank you for participating, and we ask that you please disconnect your lines.