-----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, s9Ns7ZNN2SPI5sSqoHsppMJruiF5Z06MnvBQPL6iFEcZhHdYPYEDCapQsaypShwP YceEMahGpwRPJ64vjzd6+g== 0000310354-94-000017.txt : 19941122 0000310354-94-000017.hdr.sgml : 19941122 ACCESSION NUMBER: 0000310354-94-000017 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19940930 FILED AS OF DATE: 19941109 SROS: NONE 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: 1934 Act SEC FILE NUMBER: 001-07233 FILM NUMBER: 94558218 BUSINESS ADDRESS: STREET 1: 6 MANOR PKWY CITY: SALEM STATE: NH ZIP: 03079 BUSINESS PHONE: 6038939701 10-Q 1 QUARTERLY REPORT 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 September 30, 1994 Commission file number 1-7233 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 September 30, 1994 was 14,396,033. STANDEX INTERNATIONAL CORPORATION I N D E X Page No. PART I. FINANCIAL INFORMATION: Statements of Consolidated Income for the Three Months Ended September 30, 1994 and 1993 ................ 2 Consolidated Balance Sheet, September 30, 1994 and June 30, 1994 ........................................... 3 Statement of Changes in Consolidated Cash Flows for the Three Months Ended September 30, 1994 and 1993 .......... 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 September 30 1994 1993 Net Sales $140,591 $127,338 Cost of Products Sold 94,636 86,316 Gross Profit Margin 45,955 41,022 Selling, General & Adminis- trative Expenses 30,374 29,337 Income from Operations 15,581 11,685 Other Income/(Expense): Net gain on Disposition of Businesses and Product Lines 5,080 - Interest Expense (1,853) (1,462) Interest Income 119 175 Other Income/(Expense) - net 3,346 (1,287) Income Before Income Taxes 18,927 10,398 Provision for Income Taxes 7,126 4,088 Net Income $ 11,801 $ 6,310 Earnings Per Share $ .80 $ .41 Cash Dividends per Share $ .14 $ .12
STANDEX INTERNATIONAL CORPORATION Consolidated Balance Sheet (000 Omitted)
September 30 June 30 ___ 1994____ __1994_ ASSETS CURRENT ASSETS: Cash $ 16,183 $ 5,023 Receivables, net of allowances for doubtful accounts 86,631 83,381 Inventories (approximately 40% finished goods, 25% work in process, and 35% raw material and supplies) 103,177 104,561 Prepaid expenses 8,520 3,988 Total current assets 214,511 196,953 PROPERTY, PLANT AND EQUIPMENT 203,024 213,563 Less accumulated depreciation 118,783 123,866 Total 84,241 89,697 OTHER ASSETS Goodwill, net 16,105 16,257 Prepaid pension and other 21,036 20,814 Total 37,141 37,071 TOTAL $335,893 $323,721 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Notes payable and current portion of long-term debt $ 2,317 $ 9,576 Accounts payable 31,844 28,711 Income taxes 6,438 2,773 Accrued expenses 29,482 29,090 Total current liabilities 70,081 70,150 LONG-TERM DEBT (less current portion included above) 121,831 112,854 DEFERRED INCOME TAXES AND OTHER LIABILITIES 19,065 21,785 STOCKHOLDERS' EQUITY Common stock 41,976 41,976 Paid-in Capital 1,041 871 Retained earnings 256,461 246,705 Cumulative translation adjustment (1,532) (3,414) Less cost of treasury shares (173,030) (167,206) Total stockholders' equity 124,916 118,932 TOTAL $335,893 $323,721
STANDEX INTERNATIONAL CORPORATION Statement of Consolidated Cash Flows (000 Omitted)
Three Months Ended September 30 1994 1993 Cash Flows from Operating Activities: Net income $ 11,801 $ 6,310 Depreciation and amortization 3,098 3,043 Net gain on dispositions of businesses and product lines (5,080) - Net changes in assets and liabilities (4,006) (15,232) Net Cash Provided by/(Used for) Operating Activities 5,813 (5,879) Cash Flows from Investing Activities: Expenditures on property and equipment (3,165) (3,474) Proceeds from sale of businesses and product lines 13,606 - Other 64 50 Net Cash Provided by/(Used for) Investing Activities 10,505 (3,424) Cash Flows from Financing Activities: Proceeds from long-term debt 14,087 10,500 Payments of debt (12,368) (1,774) Cash dividends paid (2,044) (1,829) Purchase of treasury stock (6,345) (927) Other, net 690 727 Net Cash (Used for)/Provided by Financing Activities (5,980) 6,697 Effect of Exchange Rate Changes on Cash 822 (917) Net Change in Cash 11,160 (3,523) Cash at Beginning of Year 5,023 7,518 Cash at September 30 $ 16,183 $ 3,995 Supplemental Disclosure of Cash Flow Information: Cash paid during the three months for: Interest 1,701 1,408 Income taxes 2,506 1,885
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 three months ended September 30, 1994 and 1993. 2. Per Share Calculation Shares (in thousands) used in per share data are as follows:
September 30 1994 1993 Earnings 14,815 15,539 Cash Dividends 14,602 15,238
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. Dispositions In August, 1994 the Company sold its Standex International Engraving GmbH subsidiary for a total consideration of $19.4 million. In addition, in September, 1994 the Company formulated a plan to dispose, or otherwise align, certain businesses and product lines. In the aggregate these transactions resulted in a net gain of $5,100,000 which has been recorded in the accompanying Statement of Consolidated Income as a component of Other Income/(Expense). The net sales of the subsidiary and the other businesses and product lines were approximately $29,100,000 for fiscal 1994. 5. Subsequent Event In November, 1994 the Company re-negotiated its Revolving Credit Agreement which increased the maximum credit line available from $125,000,000 to $175,000,000 and extended repayment terms from December 1997 to October 1999. The financial covenants were substantially reduced. All other conditions and warranties remained substantially unchanged from the prior Revolving Credit Agreement. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS MATERIAL CHANGES IN FINANCIAL CONDITION During the three months ended September 30, 1994, the Company sold a Germany subsidiary for net proceeds of $13.6 million. In addition, the Company formulated a plan to dispose, or otherwise align, certain other businesses and product lines. In the aggregate, these transactions resulted in a gain of $5.1 million. The proceeds from the sale, as well as net operating cash flows of $5.8 million, were used to purchase $6.3 million of Treasury Stock, fund plant and equipment expenditures of $3.2 million and pay out $2.0 million in cash dividends to the Company's shareholders. In October 1994, the remaining net proceeds from the sale were used to reduce debt. Residual costs related to the disposition and alignment of the other businesses and product lines will not have a material impact on future cash flows. In November 1994, the Company re-negotiated its Revolving Credit Agreement which increased the maximum credit line available from $125 million to $175 million and extended repayment terms from December 1997 to October 1999. The financial covenants were substantially reduced. All other conditions and warranties remained substantially unchanged from the prior Revolving Credit Agreement. While existing cash flows and bank credit agreements are sufficient to meet anticipated cash needs, the re-negotiated Revolving Credit Agreement will further enhance the Company's ability to react should an appropriate investment opportunity present itself. OPERATIONS Quarter Ended September 30, 1994 as compared to the Quarter Ended September 30, 1993 For the first quarter ended September 30, 1994, Net Sales reached record levels. Net Sales increased $13.3 million as compared to the same quarter of fiscal 1994. The Company's three segments reported growth in Net Sales due to improved customer demand within many of the markets each segment serves. The Institutional segment registered the largest gain in Net Sales of $6.7 million. The Graphics/Mail Order and Industrial segments experienced an increase in Net Sales of $3.4 and $3.2 million, respectively. For the three months ended September 30, 1994, the Gross Profit Margin Percentage rose to 32.7% as compared to 32.2% in the same quarter of the prior year. The Institutional segment reported a slight increase in the Gross Profit Margin Percentage. A slight decline in the Gross Profit Margin Percentage was registered by the Graphics/Mail Order segment. The Industrial segment experienced a 1.3% increase in the Gross Profit Margin Percentage due mainly to the growth in Net Sales reported for the latest quarter. Selling, General and Administrative Expenses (SG&A) rose 3.5%, or $1.0 million, in the first quarter of fiscal 1995 when compared to the same quarter of fiscal 1994. All segments reported modest growth in SG&A primarily due to increased business activity. However, as a percentage of Net Sales, SG&A decreased from 23.0% of Net Sales in the first quarter of fiscal 1994 to 21.6% for the same period of fiscal 1995. Each of the Company's three segments reported a decline in SG&A as a percentage of Net Sales. Interest Expense rose 26.7%, or $391,000, as compared to the first quarter of fiscal 1994 due to increased borrowings at higher interest rates than those experienced in the first quarter of fiscal 1994. As described previously, during the quarter ended September 30, 1994, a net gain of $5.1 million was reported due to the disposition a German subsidiary and a plan to dispose, or otherwise align, certain businesses and product lines. This gain, in addition to the above factors, resulted in an 82.0%, or $8.5 million, increase in Income Before Income Taxes as compared to the same quarter last year. The effective tax rate decreased from 39.3% in the first quarter of fiscal 1994 to 37.6% for the same period of fiscal 1995 primarily due to the utilization of foreign tax credits. Due to the factors discussed above, Net Income for the first quarter of fiscal 1995 increased $5.5 million, or 87.0%, versus the same quarter last year. PART II. OTHER INFORMATION ITEM 6. Exhibits and Reports on Form 8-K (a) Exhibits 27. Financial Data Schedule (b) Reports on Form 8-K The Company filed no reports on Form 8-K with the Securities and Exchange Commission during the quarter ended September 30, 1994. 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: November 9, 1994 /s/ Robert R. Kettinger Robert R. Kettinger, Corporate Controller Date: November 9, 1994 /s/ Lindsay M. Sedwick Lindsay M. Sedwick, Vice President/Treasurer EXHIBIT INDEX Exhibit 27 Financial Data Schedule EX-27 2
5 1000 QTR-1 JUN-30-1995 SEP-30-1994 16,183 0 89,429 2,798 103,177 214,511 203,024 118,783 335,893 70,081 121,831 41,976 0 0 82,940 335,893 140,591 145,790 94,636 94,636 0 0 1,853 18,927 7,126 0 0 0 0 11,801 .80 0
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