-----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, eTqS7LFUdJaJwnfgeQd5W475rruUO0FlzOmAbMlpcfu4KEzLSkiRys+/qiB5LjMQ fK9yVGcaNl2W1icghqVa5A== 0000310354-95-000003.txt : 19950515 0000310354-95-000003.hdr.sgml : 19950515 ACCESSION NUMBER: 0000310354-95-000003 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19941231 FILED AS OF DATE: 19950209 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: STANDEX INTERNATIONAL CORP/DE/ CENTRAL INDEX KEY: 0000310354 STANDARD INDUSTRIAL CLASSIFICATION: REFRIGERATION & SERVICE INDUSTRY MACHINERY [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: 95507141 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 December 31, 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 December 31, 1994 was 14,279,229. 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, 1994 and 1993 ................. 2 Consolidated Balance Sheet, December 31, 1994 and June 30, 1994 ........................................... 3 Statement of Changes in Consolidated Cash Flows for the Six Months Ended December 31, 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 Six Months Ended December 31 December 31 1994 1993 1994 1993 Net Sales $143,937 $133,493 $284,528 $260,831 Cost of Products Sold 93,412 87,720 188,048 174,036 Gross Profit Margin 50,525 45,773 96,480 86,795 Selling, General & Adminis- trative Expenses 35,125 33,522 65,499 62,859 Income from Operations 15,400 12,251 30,981 23,936 Other Income/(Expense): Net gain on Disposition of Businesses and Product Lines 346 - 5,426 - Interest Expense (1,951) (1,388) (3,804) (2,850) Interest Income 160 22 279 197 Other Income/(Expense) - net (1,445) (1,366) 1,901 (2,653) Income Before Income Taxes 13,955 10,885 32,882 21,283 Provision for Income Taxes 4,929 3,798 12,055 7,886 Net Income $ 9,026 $ 7,087 $ 20,827 $ 13,397 Earnings Per Share $ .62 $ .46 $ 1.42 $ .87 Cash Dividends per Share $ .16 $ .13 $ .30 $ .25
STANDEX INTERNATIONAL CORPORATION Consolidated Balance Sheet (000 Omitted)
December 31 June 30 1994 1994 ASSETS CURRENT ASSETS: Cash $ 8,352 $ 5,023 Receivables, net of allowances for doubtful accounts 84,007 83,381 Inventories (approximately 45% finished goods, 20% work in process, and 35% raw material and supplies) 108,779 104,561 Prepaid expenses 6,378 3,988 Total current assets 207,516 196,953 PROPERTY, PLANT AND EQUIPMENT 206,859 213,563 Less accumulated depreciation 121,416 123,866 Total 85,443 89,697 OTHER ASSETS Goodwill, net 15,441 16,257 Prepaid pension and other 21,424 20,814 Total 36,865 37,071 TOTAL $329,824 $323,721 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Notes payable and current portion of long-term debt $ 1,459 $ 9,576 Accounts payable 32,665 28,711 Income taxes 3,321 2,773 Accrued expenses 29,409 29,090 Total current liabilities 66,854 70,150 LONG-TERM DEBT (less current portion included above) 115,074 112,854 DEFERRED INCOME TAXES AND OTHER LIABILITIES 19,976 21,785 STOCKHOLDERS' EQUITY Common stock 41,976 41,976 Paid-in Capital 1,132 871 Retained earnings 263,200 246,705 Cumulative translation adjustment (1,239) (3,414) Less cost of treasury shares (177,149) (167,206) Total stockholders' equity 127,920 118,932 TOTAL $329,824 $323,721
INTERNATIONAL CORPORATION Statement of Consolidated Cash Flows (000 Omitted)
Six Months Ended December 31 1994 1993 Cash Flows from Operating Activities: Net income $ 20,827 $ 13,397 Depreciation and amortization 6,040 6,076 Net gain on dispositions of business and product lines (5,426) - Net changes in assets and liabilities (5,261) (10,446) Net Cash Provided by Operating Activities 16,180 9,027 Cash Flows from Investing Activities: Expenditures on property and equipment (7,090) (7,111) Proceeds from sale of businesses and product lines 13,589 77 Other 123 21 Net Cash Provided by/(Used for) Investing Activities 6,622 (7,013) Cash Flows from Financing Activities: Net proceeds from bank credit agreements 7,495 12,850 Payments of debt (13,391) (2,706) Cash dividends paid (4,332) (3,797) Purchase of treasury stock (11,014) (6,928) Other, net 1,336 1,665 Net Cash Provided/(Used for) by Financing Activities (19,906) 1,084 Effect of Exchange Rate Changes on Cash 433 (432) Net Change in Cash 3,329 2,666 Cash at Beginning of Year 5,023 7,518 Cash at December 31 $ 8,352 $ 10,184 Supplemental Disclosure of Cash Flow Information: Cash paid during the six months for: Interest 3,565 2,812 Income taxes 10,682 7,711
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 and six months ended December 31, 1994 and 1993. 2. Per Share Calculation Shares (in thousands) used in per share data are as follows:
December 31 1994 1993 Earnings 14,717 15,487 Cash Dividends 14,438 15,189
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 $18.9 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 $5.4 million 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 six months ended December 31, 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 $5.4 million. The net proceeds from the sale, as well as net operating cash flows of $16.2 million, were used to purchase $11.0 million of Treasury Stock, fund plant and equipment expenditures of $7.1 million and pay out $4.3 million in cash dividends to the Company's shareholders. The remaining net proceeds from the sale as well as the balance of net operating cash flows 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 enhance the Company's financial flexibility. OPERATIONS Quarter Ended December 31, 1994 as compared to the Quarter Ended December 31, 1993 Net Sales reached record levels for the quarter ended December 31, 1994. As compared to the same quarter of fiscal 1994, Net Sales increased $10.4 million. Due to improved customer demand, the Company's Institutional and Graphics/Mail Order segments registered gains in Net Sales of $6.5 and $6.1 million, respectively. A decline in Net Sales of $2.2 million was reported by the Industrial segment. Although improvement in Net Sales was reported by many divisions within this segment, these gains were offset by the absence of a German subsidiary which was sold in the first quarter of fiscal 1995. For the three months ended December 31, 1994, the Gross Profit Margin Percentage rose to 35.1% as compared to 34.3% in the same quarter of the prior year. The Institutional and Graphics/Mail Order segments reported a slight increase in the Gross Profit Margin Percentage primarily due to the growth in Net Sales reported for the latest quarter. The Industrial segment experienced a reduction in the Gross Profit Margin Percentage due mainly to the sale of a German subsidiary in the first quarter of fiscal 1995. Selling, General and Administrative Expenses (SG&A) rose 4.8%, or $1.6 million, for the three months ended December 31, 1994 when compared to the same period of fiscal 1994. However, as a percentage of Net Sales, SG&A decreased from 25.1% of Net Sales in the second quarter of fiscal 1994 to 24.4% for the same period of fiscal 1995. The Graphics/Mail Order and Institutional segments reported modest growth in SG&A primarily due to increased business activity. The Industrial segment experienced a decline in SG&A due mainly to the sale of a German subsidiary in the first quarter of fiscal 1995. Interest Expense rose 40.6%, or $563,000, as compared to the second quarter of fiscal 1994 due to increased borrowings at higher interest rates than those experienced during the same period of the prior year. The above factors resulted in a $3.1 million, or 28.2%, increase in Income Before Income Taxes as compared to the same period of the prior year. The effective tax rate increased slightly from 34.9% for the second quarter of fiscal 1994 to 35.3% for the same period of fiscal 1995. Net Income for the second quarter of fiscal 1995 increased $1.9 million, or 27.4%, versus the same quarter last year due to the factors described above. Six Months Ended December 31, 1994 as compared to the Six Months Ended December 31, 1993 Net Sales for the six months ended December 31, 1994 reached record levels. An increase in Net Sales of $23.7 million was reported with all segments registering an improvement. Net Sales for the Institutional and Graphics/Mail Order segments rose $13.4 and $9.5 million, respectively, for the reasons described in the discussion of quarterly results. Despite gains reported by several divisions, the Industrial segment experienced only a slight increase in Net Sales due to the sale of a German subsidiary as previously discussed. The Gross Profit Margin Percentage for the six month period increased modestly from 33.3% for the same period of fiscal 1994 to 33.9% in fiscal 1995. All three segments registered improvement in the Gross Profit Margin Percentage over the six month period due mainly to the increase in Net Sales. Selling, General and Administrative Expenses (SG&A) increased $2.6 million for the six months ended December 31, 1994. However, as a percentage of Net Sales, SG&A decreased from 24.1% of Net Sales in fiscal 1994 to 23.0% of Net Sales in fiscal 1995. All segments reported a decrease in SG&A as a percentage of Net Sales with no individual decrease being significant. Interest Expense rose 33.5%, or $954,000, for the six months ended December 31, 1994 due to increased borrowings at higher interest rates than those experienced in the same period of fiscal 1994. The above factors, along with the $5.4 million gain from the disposition of a German subsidiary, resulted in a 54.5%, or $11.6 million, increase in Income Before Income Taxes for the six months ended December 31, 1994. The effective tax rate during this period decreased slightly to 36.7% as compared to 37.1% in the same period of the prior year. Net Income for the first six months of fiscal 1995 increased $7.4 million, or 55.5%, as compared to the six months ended December 31, 1993. 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 25, 1994. Three matters were voted upon at the meeting: the election of directors, the approval of the appointment of independent auditors of the Company and the approval of the 1994 Standex International Corporation Stock Option Plan. 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 Thomas H. DeWitt 11,882,088 62,626 Walter F. Greeley 11,888,928 55,786 C. Kevin Landry 11,841,238 103,476 H. Nicholas Muller, III 11,874,159 70,555 Edward J. Trainor 11,830,651 114,063
Proposal 2 (Appointment of Auditors)
For Against Abstain 11,856,919 25,035 62,760
Proposal 3 (Approval of Stock Option Plan)
For Against Abstain 9,461,160 2,355,495 128,059
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. (b) The Company did not file any reports with the Securities and Exchange Commission of Form 8-K during the quarter ended December 31, 1994. 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 9, 1995 /s/ Robert R. Kettinger Robert R. Kettinger, Corporate Controller Date: February 9, 1995 /s/ Lindsay M. Sedwick Lindsay M. Sedwick, Vice President/Treasurer EX-27 2 WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
5 1000 QTR-2 JUN-30-1995 DEC-31-1994 8352 0 87106 3099 108779 207516 206859 121416 329824 66854 115074 41976 0 0 85944 329824 284528 290233 188048 188048 0 0 3804 32882 12055 0 0 0 0 20827 1.42 0
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