-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, nXtoKkZ1xyR6ejPUK5jjIuw+9GuJQE7sBgLi2iN66YimVdwV4AK+bpwbPS3Y3E0Q +a9Kr6HaSdZBs0gMZRqgUA== 0000310354-94-000003.txt : 19940208 0000310354-94-000003.hdr.sgml : 19940208 ACCESSION NUMBER: 0000310354-94-000003 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19931231 FILED AS OF DATE: 19940207 FILER: COMPANY DATA: COMPANY CONFORMED NAME: STANDEX INTERNATIONAL CORP/DE/ CENTRAL INDEX KEY: 0000310354 STANDARD INDUSTRIAL CLASSIFICATION: 3580 IRS NUMBER: 310596149 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 34 SEC FILE NUMBER: 001-07233 FILM NUMBER: 94504841 BUSINESS ADDRESS: STREET 1: 6 MANOR PKWY CITY: SALEM STATE: NH ZIP: 03079 BUSINESS PHONE: 6038939701 10-Q 1 DECEMBER 10-Q FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act of 1934 For Quarter Ended December 31, 1993 Commission file number 1-5249 Standex International Corporation (Exact name of Registrant as specified in its charter) Delaware 31-0596149 (State or other jurisdiction of (I.R.S. Employer Identification Number) incorporation or organization) 6 Manor Parkway, Salem, New Hampshire 03079 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (603) 893-9701 Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such report), and (2) has been subject to such filing requirements for the past 90 days. Yes X . No . The number of shares of Registrant's Common Stock outstanding on December 31, 1993 was 15,052,255. STANDEX INTERNATIONAL CORPORATION I N D E X Page No. PART I. FINANCIAL INFORMATION: Statements of Consolidated Income for the Three and Six Months Ended December 31, 1993 and 1992 ................. 2 Consolidated Balance Sheet, December 31, 1993 and June 30, 1993 ........................................... 3 Statement of Changes in Consolidated Cash Flows for the Six Months Ended December 31, 1993 and 1992 ............. 4 Notes to Financial Information. ........................... 5 Management's Discussion and Analysis....................... 6-7 PART II. OTHER INFORMATION.................................. 8 Form 10-Q PART I. FINANCIAL INFORMATION STANDEX INTERNATIONAL CORPORATION Statement of Consolidated Income (000 Omitted)
Three Months Ended Six Months Ended December 31 December 31 Net Sales $133,493 $136,160 $260,831 $263,211 Cost of Products Sold 87,720 89,276 174,036 174,257 Gross Profit Margin 45,773 46,884 86,795 88,954 Selling, General & Adminis- trative Expenses 33,522 35,030 62,859 66,659 Income from Operations 12,251 11,854 23,936 22,295 Other Income/(Expense): Interest Expense (1,388) (1,484) (2,850) (3,022) Interest Income 22 210 197 374 Other Income/(Expense) - net (1,366) (1,274) (2,653) (2,648) Income Before Income Taxes 10,885 10,580 21,283 19,647 Provision for Income Taxes 3,798 3,967 7,886 7,530 Net Income $ 7,087 $ 6,613 $ 13,397 $ 12,117 Earnings Per Share $ .46 $ .40 $ .87 $ .73 Cash Dividends per Share $ .13 $ .105 $ .25 $ .20
STANDEX INTERNATIONAL CORPORATION Consolidated Balance Sheet (000 Omitted)
December 31 June 30 ASSETS CURRENT ASSETS: Cash $ 10,184 $ 7,518 Receivables, net of allowances for doubtful accounts 75,173 75,451 Inventories (approximately 45% finished goods, 20% work in process, and 35% raw material and supplies) 99,026 95,478 Prepaid expenses 7,336 3,904 Total current assets 191,719 182,351 PROPERTY, PLANT AND EQUIPMENT 210,904 207,421 Less accumulated depreciation 120,094 116,502 Total 90,810 90,919 OTHER ASSETS Goodwill, net 16,562 17,288 Prepaid pension and other 18,598 18,011 Total 35,160 35,299 TOTAL $317,689 $308,569 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Notes payable and current portion of long-term debt $ 8,118 $ 10,714 Accounts payable 31,824 28,234 Income taxes 4,588 4,413 Accrued expenses 24,755 29,862 Total current liabilities 69,285 73,223 LONG-TERM DEBT (less current portion included above) 107,156 94,416 DEFERRED INCOME TAXES AND OTHER LIABILITIES 18,681 19,406 STOCKHOLDERS' EQUITY Common stock 41,976 41,976 Paid-in Capital 3 - Retained earnings 236,959 227,358 Cumulative translation adjustment (4,241) (946) Less cost of treasury shares (152,130) (146,780) Less loan to Stock Ownership Trust - (84) Total stockholders' equity 122,567 121,524 TOTAL $317,689 $308,569
STANDEX INTERNATIONAL CORPORATION Statement of Consolidated Cash Flows (000 Omitted)
Six Months Ended December 31 1993 1992 Cash Flows from Operating Activities: Net income $ 13,397 $ 12,117 Depreciation and amortization 6,076 6,736 Net changes in assets and liabilities (10,446) (4,581) Net Cash Provided by Operating Activities 9,027 14,272 Cash Flows from Investing Activities: Expenditures on property and equipment (7,111) (6,996) Other 98 284 Net Cash Used for Investing Activities (7,013) (6,712) Cash Flows from Financing Activities: Proceeds from long-term debt 12,850 5,690 Payments of debt (2,706) (6,481) Cash dividends paid (3,797) (3,279) Purchase of treasury stock (6,928) (12,282) Other, net 1,665 2,362 Net Cash Provided/(Used for) by Financing Activities 1,084 (13,990) Effect of Exchange Rate Changes on Cash (432) (237) Net Change in Cash 2,666 (6,667) Cash at Beginning of Year 7,518 10,891 Cash at December 31 $ 10,184 $ 4,224 Supplemental Disclosure of Cash Flow Information: Cash paid during the six months for: Interest 2,812 3,004 Income taxes 7,711 8,738
NOTES TO FINANCIAL INFORMATION 1. Management Statement The financial statements as reported in Form 10-Q reflect all adjustments (including those of a normal recurring nature) which are, in the opinion of management, necessary to a fair statement of results for the six months ended December 31, 1993 and 1992. 2. Per Share Calculation Shares (in thousands) used in per share data have been adjusted to reflect the May, 1993 two-for-one stock split and are as follows:
December 31 1993 1992 Earnings 15,487 16,625 Cash Dividends 15,189 16,394
Earnings per share have been computed according to generally accepted accounting principles. Cash dividends per share have been computed based on the shares outstanding at the time the dividends were paid. 3. Contingencies The Company is a party to various claims and legal proceedings related to environmental matters generally incidental to its business. Management has evaluated each matter based upon the advice of its independent environmental consultants and has recorded an appropriate provision for the resolution of such matters in accordance with Statement of Financial Accounting Standards (SFAS) No. 5, "Accounting for Contingencies," Management believes that the ultimate disposition of these matters will not have a material adverse effect on the Company's financial statements. 4. Adoption of Financial Accounting Standards Two statements of Financial Accounting Standards (SFAS) were adopted effective July 1, 1993. "Employers' Accounting for Postretirement Benefits Other Than Pensions" (SFAS No. 106) will result in an increase in annual operating expenses of approximately $640,000. "Accounting for Income Taxes" (SFAS No. 109) did not have a material effect on the Company's financial statements. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONSOLIDATION AND RESULTS OF OPERATIONS MATERIAL CHANGES IN FINANCIAL CONDITION For the six months ended December 31, 1993, a $10.4 million net reduction in operating assets and liabilities was experienced when compared to the same period of the prior year. Since June 30, 1993, inventories increased $3.5 million in anticipation of third quarter sales. Accounts Payable increased $3.6 million primarily due to the rise in inventories. Prepaid expenses increased $3.4 million due to the annual prepayment of insurance premiums. Also, since June 30, 1993, Accrued Expenses decreased $5.1 million due primarily to payments related to the Company's Profit Improvement Incentive Plan (PIPS). Additionally, for the six months ended December 31, 1993, the Company expended $7.1 million in plant and equipment, repurchased $6.9 million of its common stock and paid out $3.8 million in cash dividends to its shareholders. These transactions were financed primarily from operating cash flows and from borrowings under the Company's existing bank credit agreement. The Company believes that existing cash flows and the current bank credit agreement are sufficient to meet its anticipated cash requirements for the foreseeable future. Two Statements of Financial Accounting Standards (SFAS) were adopted effective July 1, 1993. "Employer's Accounting for Postretirement Benefits Other Than Pensions" (SFAS No. 106) will result in an increase in annual operating expenses of approximately $640,000. The implementation of "Accounting for Income Taxes" (SFAS No. 109) did not have a material effect on the Company's financial statements. "Employer's Accounting for Postemployment Benefits" (SFAS No. 112) was issued in November 1992 and management does not expect the implementation of this standard to have a material effect on the Company's financial statements. OPERATIONS Quarter Ended December 31, 1993 as compared to the Quarter Ended December 31, 1992 Net Sales for the quarter ended December 31, 1993 decreased $2.7 million as compared to the same quarter of fiscal 1993. The Company's Graphics/Mail Order and Industrial segments reported reductions in Net Sales of $4.0 and $1.9 million respectively. These declines were offset by a $3.2 million improvement in the Institutional segment's Net Sales. The reduction reported by the Graphics/Mail Order segment is caused by the cyclical nature of its James Burn division combined with a reduction in European sales due to recessionary factors. The Industrial segment's decrease in Net Sales is also primarily due to the European recession. Improvement in Net Sales was reported by several units in the Institutional segment none of which was individually significant. In the second quarter of fiscal 1994, a Gross Profit Margin Percentage of 34.3% was reported which is consistent with the percentage reported in the prior year of 34.4%. The Company's three segments reported only minor variations in Gross Profit Margin Percentages. Selling, General and Administrative Expenses for the second quarter of fiscal 1994 decreased $1.5 million, to 25.1% of Net Sales versus 25.7% of Net Sales for the second quarter of fiscal 1993. The greatest decline in these expenditures was reported by the Graphics/Mail Order segment as cost reduction strategies have been implemented due to this segment's decline in Net Sales. The above factors resulted in a 2.9% increase in Income Before Taxes as compared to the same period of the prior year. The effective tax rate in the second quarter dropped to 34.9% versus 37.5% in the same period of fiscal 1993. This was partly caused by a reduction in European profits which are normally taxed at higher effective tax rates. Net Income for the second quarter of fiscal 1994 increased $474,000, or 7.2%, as compared to the same quarter last year. Six Months Ended December 31, 1993 as Compared to Six Months Ended December 31, 1992 Net Sales for the six months ended December 31, 1993, decreased $2.4 million when compared to the same period of the prior year. The Company's Institutional segment reported an improvement in Net Sales of $8.4 million which was offset by decreases in Net Sales reported by the Graphics/Mail Order and Industrial segments of $9.5 and $1.3 million, respectively. The reasons for the decline and improvement in Net Sales reported by each segment are the same as those described in the above discussion of quarterly results. For the six months ended December 31, 1993, the Gross Profit Margin Percentage decreased to 33.3% as compared to 33.8% in the same period of the prior year. This reduction was caused by declines of less than 1% in the Gross Profit Margin Percentage reported by both the Graphics/Mail Order and Industrial segments which was primarily due to the decrease in Net Sales reported by these two segments. Selling, General and Administrative Expenses decreased $3.8 million, to 24.1% of Net Sales for the six months ended December 31, 1993 as compared to 25.3% of Net Sales for the same period in the prior year. This change is partly associated with the Corporation's Profit Improvement Incentive Plan, and partly to divisional cost reduction measures combined with certain non-recurring expenses recorded in the prior year. The above factors have resulted in a 8.3%, or $1.6 million, increase in Income Before Income Taxes as compared to the six months ended December 31, 1992. The effective tax rate for the six months ended December 31, 1993 decreased to 37.1% versus 38.3% in the same period of the prior year for the same reasons described above in the discussion of quarterly results. Net Income for the first six months of fiscal 1994 increased $1.3 million, or 10.6%, versus the same period of the prior year. PART II. OTHER INFORMATION ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. The Annual Meeting of Shareholders of the Company was held on October 26, 1993. Two matters were voted upon at the meeting: the election of directors and the approval of the appointment of independent auditors of the Company. The name of each director elected at the meeting and the number of votes cast as to each matter are as follows:
Proposal 1 (Election of Directors) Nominee For Withheld John Bolten, Jr. 12,109,885 189,375 David R. Crichton 12,099,623 199,637 Samuel S. Dennis 3d 12,106,056 193,205 Daniel B. Hogan, Ph.D. 12,110,587 188,673 Proposal 2 (Appointment of Auditors) For Against Abstain 12,180,053 20,038 99,169
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. (b) The Company did not file any reports with the Securities and Exchange Commission on Form 8-K during the quarter ended December 31, 1992. ALL OTHER ITEMS ARE INAPPLICABLE Form 10-Q STANDEX INTERNATIONAL CORPORATION SIGNATURES 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 Date: February 11, 1994 /s/ Robert R. Kettinger Robert R. Kettinger, Corporate Controller Date: February 11, 1994 /s/ Lindsay M. Sedwick Lindsay M. Sedwick, Vice President/Treasurer -----END PRIVACY-ENHANCED MESSAGE-----