-----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, E0GBZeBVhFkmFMVzzNAOQNWo9eRW54ldO0KH6kbMPy2/jK/7yhLXJYi9yzF0f+22 kySgSiuKcelND+sTFOF6AQ== 0000310354-95-000007.txt : 19950511 0000310354-95-000007.hdr.sgml : 19950511 ACCESSION NUMBER: 0000310354-95-000007 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950331 FILED AS OF DATE: 19950510 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: 95536096 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 March 31, 1995 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 March 31, 1995 was 14,108,060. STANDEX INTERNATIONAL CORPORATION I N D E X Page No. PART I. FINANCIAL INFORMATION: Statements of Consolidated Income for the Three and Nine Months Ended March 31, 1995 and 1994 ..................... 2 Consolidated Balance Sheet, March 31, 1995 and June 30, 1994 ............................................ 3 Statement of Changes in Consolidated Cash Flows for the Nine Months Ended March 31, 1995 and 1994 ............... 4 Notes to Financial Information. ........................... 5 Management's Discussion and Analysis....................... 6-8 PART II. OTHER INFORMATION.................................. 9 Form 10-Q PART I. FINANCIAL INFORMATION STANDEX INTERNATIONAL CORPORATION Statement of Consolidated Income (000 Omitted)
Three Months Ended Nine Months Ended March 31 March 31 1995 1994 1995 1994 Net Sales $141,575 $130,892 $426,103 $391,723 Cost of Products Sold 94,730 88,855 282,778 262,891 Gross Profit Margin 46,845 42,037 143,325 128,832 Selling, General & Adminis- trative Expenses 32,987 31,182 98,486 94,041 Income from Operations 13,858 10,855 44,839 34,791 Other Income/(Expense): Net gain on Disposition of Businesses and Product Lines - - 5,426 - Interest Expense (2,130) (1,446) (5,934) (4,296) Interest Income 159 118 438 315 Other Income/(Expense) - net (1,971) (1,328) (70) (3,981) Income Before Income Taxes 11,887 9,527 44,769 30,810 Provision for Income Taxes 3,829 3,296 15,884 11,182 Net Income $ 8,058 $ 6,231 $ 28,885 $ 19,628 Earnings Per Share $ .56 $ .41 $ 1.98 $ 1.28 Cash Dividends per Share $ .16 $ .13 $ .46 $ .38
STANDEX INTERNATIONAL CORPORATION Consolidated Balance Sheet (000 Omitted)
March 31 June 30 1995 1994 ASSETS CURRENT ASSETS: Cash $ 10,916 $ 5,023 Receivables, net of allowances for doubtful accounts 87,405 83,381 Inventories (approximately 45% finished goods, 20% work in process, and 35% raw material and supplies) 110,854 104,561 Prepaid expenses 6,011 3,988 Total current assets 215,186 196,953 PROPERTY, PLANT AND EQUIPMENT 207,582 213,563 Less accumulated depreciation 123,093 123,866 Total 84,489 89,697 OTHER ASSETS Goodwill, net 15,237 16,257 Prepaid pension and other 21,309 20,814 Total 36,546 37,071 TOTAL $336,221 $323,721 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Notes payable and current portion of long-term debt $ 1,403 $ 9,576 Accounts payable 28,969 28,711 Income taxes 3,841 2,773 Accrued expenses 31,742 29,090 Total current liabilities 65,955 70,150 LONG-TERM DEBT (less current portion included above) 121,974 112,854 DEFERRED INCOME TAXES AND OTHER LIABILITIES 20,977 21,785 STOCKHOLDERS' EQUITY Common stock 41,976 41,976 Paid-in Capital 1,802 871 Retained earnings 268,989 246,705 Cumulative translation adjustment (1,188) (3,414) Less cost of treasury shares (184,264) (167,206) TOTAL STOCKHOLDERS' EQUITY 127,315 118,932 TOTAL $336,221 $323,721
STANDEX INTERNATIONAL CORPORATION STATEMENT OF CONSOLIDATED CASH FLOWS (000 OMITTED)
Nine Months Ended March 31 1995 1994 Cash Flows from Operating Activities: Net income $ 28,885 $ 19,628 Depreciation and amortization 9,146 9,170 Net gain on dispositions of businesses and product lines (5,426) - Net changes in assets and liabilities (10,293) (15,421) Net Cash Provided by Operating Activities 22,312 13,377 Cash Flows from Investing Activities: Expenditures on property and equipment (9,292) (9,256) Proceeds from sale of businesses and product lines 13,589 1,470 Other 480 23 Net Cash Used for Investing Activities 4,777 (7,763) Cash Flows from Financing Activities: Proceeds from additional borrowings 14,495 15,882 Payments of debt (13,547) (3,587) Cash dividends paid (6,599) (5,740) Purchase of treasury stock (19,365) (18,772) Other, net 3,237 2,740 Net Cash Used by Financing Activities (21,779) (9,477) Effect of Exchange Rate Changes on Cash 583 (419) Net Change in Cash 5,893 (4,282) Cash at Beginning of Year 5,023 7,518 Cash at March 31 $ 10,916 $ 3,236 Supplemental Disclosure of Cash Flows Information: Cash paid during the nine months for: Interest 5,707 4,254 Income taxes 13,991 11,251
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 nine months ended March 31, 1995 and 1994. 2. Per Share Calculation Shares (in thousands) used in per share data are as follows: March 31 1995 1994 Earnings 14,620 15,394 Cash Dividends 14,346 15,105 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 net proceeds of $13.6 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. Revolving Credit Agreement 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 CONSOLIDATION AND RESULTS OF OPERATIONS MATERIAL CHANGES IN FINANCIAL CONDITION During the nine months ended March 31, 1995, 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 $22.3 million and net proceeds from bank credit agreements of $14.5 million, were used to purchase $19.4 million of the Company's Common Stock, pay $13.5 million of long term debt, fund plant and equipment expenditures of $9.3 million and pay out $6.6 million in cash dividends to the Company's shareholders. 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 March 31, 1995 as compared to the Quarter Ended March 31, 1994 Net Sales reached record levels for the quarter ended March 31, 1995. Net Sales rose $10.7 million, or 8.2%, when compared to the same period of the prior year. The Institutional segment reported the largest increase in Net Sales of $8.6 million resulting from improved customer demand. Growth in Net Sales of $1.4 million was reported by the Graphics/Mail Order segment primarily due to improvement in the European economy. The Industrial segment registered only a slight gain in Net Sales. Although several operations within this segment reported significant improvements in Net Sales, these gains were partially offset by the absence of a German subsidiary which was sold in the first quarter of fiscal 1995. The Gross Profit Margin Percentage increased to 33.1% for the third quarter of fiscal 1995 as compared to 32.1% in the same period of the prior year. The largest increase in the Gross Profit Margin Percentage was reported by the Industrial segment due primarily to the growth in Net Sales reported by many divisions within this segment. The other segments had no significant changes. OPERATIONS (Continued) For the quarter ended March 31, 1995, Selling, General and Administrative Expenses (SG&A) rose $1.8 million, or 5.8%. The Graphics/Mail Order and Institutional segments reported an increase in SG&A while the Industrial segment registered a decline in SG&A due mainly to the sale of a German subsidiary in the first quarter of fiscal 1995. However, as a percentage of Net Sales, SG&A decreased from 23.8% of Net Sales in the third quarter of fiscal 1994 to 23.3% of Net Sales for the same period of fiscal 1995. The Graphics/Mail Order segment reported a slight increase in SG&A as a percentage of Net Sales primarily attributable to increased marketing efforts. The Institutional and Industrial segments reported a decline in SG&A as a percentage of Net Sales due mainly to increased business activity. In the third quarter of fiscal 1995, Interest Expense increased $684,000 as compared to the same period of fiscal 1994 as a result of increased borrowings at higher interest rates than those experienced during the same period of the prior year. The above factors resulted in a $2.4 million, or 24.8%, increase in Income Before Income Taxes as compared to the same period of the prior year. The effective tax rate in the third quarter decreased to 32.2% from 34.6% reported in the same period of fiscal 1994 primarily due to an increase in foreign tax credits and tax benefits generated by a UK subsidiary. For the third quarter of fiscal 1995, Net Income reached record levels. Net Income increased $1.8 million, or 29.3%, when compared to the same period of the prior year as a result of the factors described above. Nine Months Ended March 31, 1995 as compared to Nine Months Ended March 31, 1994 Net Sales for the nine months ended March 31, 1995 reached record levels for any first nine month period in the Company's history. A $34.4 million increase, or an 8.8% improvement, in Net Sales was recorded as compared to the same period of the prior year. All three segments reported gains in Net Sales attributable to improved demand worldwide. The Institutional and Graphics/Mail Order segments recorded growth in Net Sales of $22.1 million and $10.9 million, respectively. Despite the absence of a German subsidiary which was sold in the first quarter of fiscal 1995, the Industrial segment reported a $1.4 million increase in Net Sales. For the nine months ended March 31, 1995, the Gross Profit Margin Percentage rose to 33.6% as compared to 32.9% in the same period of the prior year. All three segments registered improvements in their Gross Profit Margin Percentages. However, the largest increase was reported by the Industrial segment primarily due to the growth in Net Sales reported by many of this segment's operations. OPERATIONS (Continued) Selling, General and Administrative Expenses (SG&A) increased $4.4 million, or 4.7%, for the nine months ended March 31, 1995 when compared to the same period last year. The Graphics/Mail Order and Institutional segments reported an increase in SG&A while the Industrial segment registered a decline in SG&A due mainly to the sale of a German subsidiary in the first quarter of fiscal 1995. However, as a percentage of Net Sales, SG&A for the nine months ended March 31, 1995 decreased from 24% of Net Sales in fiscal 1994 to 23.1% of Net Sales in fiscal 1995. All three segments reported a decrease in SG&A as a percentage of Net Sales due mainly to increased business activity. Interest Expense rose $1.6 million for the nine months ended March 31, 1995, when compared to the same period of the prior year for the reasons presented in the discussion of quarterly results. The above factors, along with the $5.4 million net gain from the disposition of businesses and product lines, resulted in a $14.0 million, or 45.3%, increase in Income Before Taxes as compared to the same period of the prior year. The effective tax rate for the nine months ended March 31, 1995 decreased to 35.5% as compared to 36.3% in the same period of fiscal 1994 due mainly to the factors described in the analysis of quarterly results. For the nine months ended March 31, 1995, Net Income reached record levels. Net Income increased $9.3 million, or 47.2%, when compared to the same period of the prior year due to the factors described above. PART II. OTHER INFORMATION NO APPLICABLE ITEMS. 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: May 10, 1995 /s/ Robert R. Kettinger Robert R. Kettinger, Corporate Controller Date: May 10, 1995 /s/ Lindsay M. Sedwick Lindsay M. Sedwick, Vice President/Treasurer EX-27 2
5 1000 9-MOS JUN-30-1995 MAR-31-1995 10,916 0 90,456 3,051 110,854 215,186 207,582 123,093 336,221 65,955 121,974 41,976 0 0 85,339 336,221 426,103 431,967 282,778 282,778 0 0 5,934 44,769 15,884 0 0 0 0 28,885 1.98 0
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