-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, E3geJZGt8xCuBNRS5OEMCGbAJhGnnXLVSKs81KkH9ko2GGJN5OGA1MTY935Cb+qq yyY9S7lNmqlLjH2z+LKQAA== 0000310354-96-000018.txt : 19961115 0000310354-96-000018.hdr.sgml : 19961115 ACCESSION NUMBER: 0000310354-96-000018 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960930 FILED AS OF DATE: 19961113 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: 96661214 BUSINESS ADDRESS: STREET 1: 6 MANOR PKWY CITY: SALEM STATE: NH ZIP: 03079 BUSINESS PHONE: 6038939701 10-Q 1 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter Ended September 30, 1996 Commission File Number 1-7233 STANDEX INTERNATIONAL CORPORATION (Exact name of Registrant as specified in its Charter) DELAWARE 31-0596149 (State of incorporation) (I.R.S. Employer Identification No.) 6 MANOR PARKWAY, SALEM, NEW HAMPSHIRE 03079 (Address of principal executive offices) (Zip Code) (603) 893-9701 (Registrant's telephone number, including area code) 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 reports), 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, 1996 was 13,373,624. 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, 1996 and 1995 . . . . . . . . . . . . . . . . . 2 Consolidated Balance Sheet, September 30, 1996 and June 30, 1996 . . . . . . . . . . . . . . . . . . . . . . . . . . 3 Statement of Changes in Consolidated Cash Flows for the Three Months Ended September 30, 1996 and 1995 . . . . . . . . . . 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 1996 1995 Net Sales $140,199 $142,235 Cost of Products Sold 95,579 94,949 Gross Profit Margin 44,620 47,286 Selling, General & Administrative Expenses 30,242 30,319 Income from Operations 14,378 16,967 Other (Expense)/Income: Interest Expense (2,123) (2,183) Interest Income 72 122 Other (Expense)/Income - net (2,051) (2,061) Income before Income Taxes 12,327 14,906 Provision for Income Taxes 4,785 5,596 Net Income $ 7,542 $ 9,310 Earnings per Share $ .56 $ .66 Cash Dividends per Share $ .18 $ .17
STANDEX INTERNATIONAL CORPORATION
Consolidated Balance Sheet (000 Omitted) September 30 June 30 1996 1996 ASSETS CURRENT ASSETS: Cash $ 5,709 $ 5,147 Receivables, net of allowance for doubtful accounts 92,193 88,567 Inventories (approximately 45% finished goods, 20% work in process, and 35% raw materials and supplies) 110,680 109,720 Prepaid expenses 9,895 3,958 Total current assets 218,477 207,392 PROPERTY, PLANT AND EQUIPMENT 220,450 217,478 Less accumulated depreciation 133,913 130,862 Total property, plant and equipment 86,537 86,616 OTHER ASSETS: Prepaid pension cost 21,158 20,744 Goodwill, net 14,541 14,656 Other 7,818 5,925 Total other assets 43,517 41,325 TOTAL $348,531 $335,333 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Notes payable and current portion of long-term debt $ 2,830 $ 5,287 Accounts payable 32,701 29,202 Income taxes 6,599 1,567 Accrued expenses 29,293 32,476 Total current liabilities 71,423 68,532 LONG-TERM DEBT (less current portion included above) 122,724 113,822 DEFERRED INCOME TAXES AND OTHER LIABILITIES 16,363 18,288 STOCKHOLDERS' EQUITY: Common stock 41,976 41,976 Paid-in capital 3,615 3,378 Retained earnings 302,115 296,991 Cumulative translation adjustment (10) (572) Less cost of treasury shares (209,675) (207,082) Total stockholders' equity 138,021 134,691 TOTAL $348,531 $335,333
STANDEX INTERNATIONAL CORPORATION
Statement of Consolidated Cash Flows (000 Omitted) Three Months Ended September 30 1996 1995 Cash Flows from Operating Activities: Net income $ 7,542 $ 9,310 Depreciation and amortization 3,181 3,000 Net changes in assets and liabilities (9,376) (19,533) Net Cash Provided by/(Used for) Operating Activities 1,347 (7,223) Cash Flows from Investing Activities: Expenditures for property and equipment (2,586) (5,678) Other 18 72 Net Cash Used for Investing Activities (2,568) (5,606) Cash Flows from Financing Activities: Proceeds from additional borrowings 9,036 51,219 Net payments of debt (2,592) (36,170) Cash dividends paid (2,418) (2,380) Purchase of treasury stock (2,982) (4,014) Other, net 627 724 Net Cash Provided by Financing Activities 1,671 9,379 Effect of Exchange Rate Changes on Cash 112 (121) Net Change in Cash and Cash Equivalents 562 (3,571) Cash and Cash Equivalents at Beginning of Year 5,147 9,543 Cash and Cash Equivalents at September 30 $ 5,709 $ 5,972 Supplemental Disclosure of Cash Flow Information: Cash paid during the three months for: Interest $ 3,025 $ 2,204 Income taxes $ 1,353 $ 4,595
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, 1996 and 1995. 2. Per Share Calculation Shares (in thousands) used in per share data are as follows: September 30 1996 1995 Earnings 13,574 14,207 Cash Dividends 13,436 14,002 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 and other matters generally incidental to its business. Management has evaluated each matter based, in part, upon the advice of its independent environmental consultants and in-house counsel and has recorded an appropriate provision for the resolution of such matters in accordance with Statement of Financial Accounting Standards No. 5, "Accounting for Contingencies." Management believes that such provision is sufficient to cover any future payments, including legal costs, under such proceedings. STANDEX INTERNATIONAL CORPORATION Management's Discussion and Analysis of Financial Condition and Results of Operations MATERIAL CHANGES IN FINANCIAL CONDITION During the quarter ended September 30, 1996, net operating cash flows of $1.3 million and net proceeds from additional borrowings of $6.4 million were used to purchase $3.0 million of the Company's Common Stock, invest $2.6 million in plant and equipment and pay out $2.4 million of cash dividends to the Company's shareholders. During the first quarter of fiscal 1997, the Company acquired certain assets of two companies: The Vidalia Onion Store and Salsa Express. On October 28, 1996, the Company acquired 100% of the Common Stock of Fellowship Bookstores. These purchases were primarily financed from operating cash flows and from the issuance of Standex stock. Aggregate annual net sales for these three acquisitions are approximately $9.1 million. The Company intends to continue its policy of using its funds to acquire property, plant and equipment, pay dividends, purchase its Common Stock and make acquisitions when conditions are favorable. In March 1995, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards (SFAS) No. 121, "Accounting for the Impairment of Long-Lived Assets to be Disposed of." The Company has evaluated this standard and determined that it will not materially affect the Company's financial condition or operating results. In October 1995, the Financial Accounting Standards Board issued SFAS No. 123, "Accounting for Stock-Based Compensation." This standard requires expanded disclosure of stock-based compensation arrangements with employees and encourages (but does not require) that such compensation costs be measured based on the fair value of stock options awarded. The Company is required to adopt this standard during fiscal year 1997. The Company does not intend to adopt that portion of the standard which is voluntary, but rather will continue the application of APB Opinion No. 25, since management has determined that the latter provides the more accurate presentation of costs associated with stock based compensation awards to employees. As a result, compliance with this standard will have no impact on the Company's 1997 financial statements, other than the required additional footnote disclosure of the proforma effect of SFAS No. 123 on net income and earnings per share. OPERATIONS Quarter Ended September 30, 1996 as Compared to the Quarter Ended September 30, 1995 For the first quarter ended September 30, 1996, Net Sales declined $2.0 million as compared to the first quarter of the prior year. Management believes the majority of the fluctuations in Net Sales reported by each segment are primarily due to changes in unit volumes. In addition, although changes in the average foreign exchange rates from September 30, 1995 to September 30, 1996 have had a negative impact on Net Sales during the quarter, the total effect was not significant. The Graphics/Mail Order segment reported a $1.0 million increase in Net Sales for the quarter ended September 30, 1996 for a variety of factors, none of which was individually significant. However, the Institutional segment registered a $2.6 million decrease in Net Sales due primarily to softness in the food service sector and a decline in demand for products for the Christmas season. The Industrial segment reported a slight decline in Net Sales due to sluggish European economic conditions. The Gross Profit Margin Percentage decreased from 33.2% for the same quarter of the prior year to 31.8% for the first quarter of fiscal 1997. The Graphics/Mail Order segment reported no change in the Gross Profit Margin Percentage. However, the Industrial and Institutional segments reported declines in the Gross Profit Margin Percentages of 1.8% and 1.7%, respectively, due primarily to reduced sales volume and competitive pressures on pricing. Selling, General and Administrative Expense (SG&A) decreased slightly for the three months ended September 30, 1996. SG&A as a percentage of Net Sales was unchanged from the prior year. None of the fluctuations reported by the Company's three segments were individually significant. The increases and decreases that were registered were in line with the changes in Net Sales discussed above. Interest Expense dropped 2.7%, or $60,000, as compared to the first quarter of fiscal 1996 due to reduced borrowings and lower interest rates than those experienced during the same period of the prior year. Due to the factors described above, Income Before Income Taxes for the quarter ended September 30, 1996 decreased $2.6 million, or 17.3%. The effective tax rate increased from 37.5% for the first quarter of fiscal 1996 to 38.8% for the three months ended September 30, 1996 due to reduced availability of foreign tax credits. As a result of the above, Net Income for the first quarter of fiscal 1997 decreased $1.8 million, or 19.0%, as compared to the same period of the prior 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, 1996. Form 10-Q STANDEX INTERNATIONAL CORPORATION S I G N A T U R E S 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 13, 1996 /s/ Robert R. Kettinger Robert R. Kettinger Corporate Controller Date: November 13, 1996 /s/ Lindsay M. Sedwick Lindsay M. Sedwick Sr. Vice President of Finance/CFO EX-27 2
5 3-MOS JUN-30-1997 SEP-30-1996 5,709 0 94,969 2,776 110,681 218,477 220,450 133,913 348,531 71,423 122,723 0 0 41,976 96,045 348,531 140,199 140,271 95,579 95,579 0 0 2,123 12,327 4,785 7,542 0 0 0 7,542 0.56 0.56
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