8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 28, 2016

STANDEX INTERNATIONAL CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	1-7233	31-0596149
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)

11 Keewaydin Drive, Salem, New Hampshire	03079
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (603) 893-9701

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 * Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 * Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 * Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 * Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Standex International Corporation

SECTION 2 – FINANCIAL INFORMATION

 
ITEM 2.02 – RESULTS OF OPERATIONS AND FINANCIAL CONDITIONS

On October 28, 2016, the registrant issued a press release announcing earnings for the first quarter ended September 30, 2016.  A copy of the release is furnished herewith as Exhibit 99 and is incorporated herein by reference.  This Current Report on Form 8-K and the press release attached hereto are being furnished by Standex International Corporation pursuant to item 2.02 of Form 8-K.

SECTION  9 -  FINANCIAL STATEMENTS AND EXHIBITS

ITEM 9.01  FINANCIAL STATEMENTS AND EXHIBITS

(c)

Exhibits – The following exhibit is provided as part of the information furnished under Item 2.02 of this Current Report on Form 8-K.

Exhibit No.

Description

99

Press Release of Standex International Corporation dated October 28, 2016

FORWORD-LOOKING STATEMENTS

This current report on Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Act of 1995 (the “Act”) that are intended to come within the safe harbor protection provided by the Act.  By their nature, all forward-looking statements involve risks and uncertainties, and actual results may differ materially from those contemplated by the forward-looking statements.  Several factors that could materially effect the Corporation’s actual results are identified in the press release as well as in the Corporation’s Annual Report on Form 10-K for the fiscal year ended June 30, 2016.

SIGNATURE

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

(Registrant)

/s/  Thomas DeByle
	Thomas DeByle Chief Financial Officer
	Date:  October  28, 2016
	Signing on behalf of the registrant and as principal financial officer

EX-99

STANDEX INTERNATIONAL CORPORATION l SALEM, NH 03079 l TEL (603) 893-9701 l FAX (603) 893-7324 l WEB www.standex.com

Contact:

Thomas DeByle, CFO

FOR IMMEDIATE RELEASE

(603) 893-9701

e-mail: InvestorRelations@Standex.com

.

STANDEX REPORTS FIRST-QUARTER 2017 FINANCIAL RESULTS

Sales Decreased 9.5% in the Quarter Driven by Continued Refrigeration Softness

Announces Refrigeration Restructuring Plan to Align Costs with Demand and Improve Margins

Enhances Penetration of Higher Margin Refrigeration Markets with Horizon Scientific Acquisition

Quarterly dividend increased by 14.3% to $0.16 per share

SALEM, NH – October 28, 2016 . . . . Standex International Corporation (NYSE:SXI) today reported financial results for the first quarter of fiscal year 2017.

First-Quarter Fiscal 2017 Results

§

Net sales decreased 9.5% to $179.6 million from $198.4 million in the first quarter of fiscal 2016.  Organic sales decreased 8.0%, foreign exchange had a negative effect of 0.7%, acquisitions contributed positive 1.4%, and the U.S. Roll, Plate and Machinery (RPM) divestiture had a negative effect of 2.2% year over year.

§

Income from operations was $19.8 million, compared with $23.1 million in the first quarter of fiscal 2016.  Net income from continuing operations was $14.0 million, or $1.09 per diluted share, including tax-effected $0.3 million of restructuring charges.  This compares with first-quarter fiscal 2016 net income from continuing operations of $16.1 million, or $1.26 per diluted share, including tax-effected $1.1 million of restructuring charges.  Excluding the aforementioned items from both periods, non-GAAP net income from continuing operations was $14.2 million, or $1.11 per diluted share, compared with $17.2 million, or $1.34 per diluted share in the prior year.

§

Net working capital (defined as accounts receivable plus inventories less accounts payable) was $146.6 million at the end of the first quarter of fiscal 2017, compared with $148.7 million a year earlier.  Working capital turns were 4.9 in the first quarter of fiscal 2017 and 5.3 in the year-earlier quarter.

§

The Company closed the quarter with a net cash (defined as debt less cash) position of $17.0 million, compared with a net debt position of $9.0 million a year ago.

§

A reconciliation of net income, earnings per share and net income from continuing operations from reported GAAP amounts to non-GAAP amounts is included later in this release.

Management Comments

“First-quarter organic sales were primarily affected by continued softness in refrigeration end markets, as well as a difficult year over year comparison at Engraving for which we reported a record first quarter last year,” said President and Chief Executive Office David Dunbar.  “While these factors affected our overall results in the quarter, our focus on operational excellence resulted in margin improvement at our Electronics, Engineering Technologies and Hydraulics segments, as well as at our Cooking Solutions division.  Our balance sheet is strong and we ended the quarter with a net cash position of $17.0 million. We have announced a 14.3% increase in our quarterly dividend from $0.14 to $0.16 per share.  This is our 209^th consecutive quarterly dividend since the Company’s inception”

Segment Review

Food Service Equipment sales decreased 13.6% year-over-year, and operating income was down 32.3%.

“In Refrigeration, sales were lower by nearly 20% in the quarter, as Quick Serve Restaurants, Dollar Store and Drug Retail sales remained sluggish as expected,” said Dunbar. “As a result of these market conditions, we have implemented further profit improvement actions to align the cost structure with the lower demand environment. We anticipate at least one more quarter of headwinds and we believe we are at the trough in the small footprint retail and large, national chain markets. We anticipate that investment spending in the large national chain accounts will increase in calendar 2017, and we are well positioned to compete for these sales.  After the close of the quarter we acquired Horizon Scientific to enhance our penetration of the higher margin refrigeration markets represented by the growing scientific, bio-medical and pharmaceutical sectors. We look forward to offering Horizon Scientific’s well respected products and working with its customer base and channel partners to expand sales of our NorLake® Scientific brand into these markets.

“Sales were down approximately 11% in Cooking Solutions, due primarily to a large grocery store rollout in Q1 last year that did not repeat this year, and our ongoing elimination of lower margin commodity products,” said Dunbar. “Despite the sales decline in the quarter, Cooking Solutions delivered higher profits from ongoing operational improvements and the product rationalization efforts.”

Engraving sales decreased 20.3% year-over-year, with 5.5% organic sales decline, a 12.8% negative effect from the RPM divestiture, and a negative foreign exchange impact of 2.0%. Operating income was down 25.3% compared with last year and down 24.8% adjusted without RPM.

“Lower adjusted sales were largely due to a record first quarter of fiscal ’16 as a result of demand that was pushed out from Q4 of fiscal 2015,” said Dunbar. “At the same time, we are encouraged by the progress of our new product offerings, as sales for Nickel Shell, Laser, Weld and Polish, and Architexture services increased versus the prior year. During the quarter, we also completed the sale of the U.S. Roll, Plate and Machinery business, and are now devoting full focus and resources on higher growth and better return businesses. We remain optimistic about Engraving’s prospects and anticipate sales growth in the remainder of the year as we focus on expanding sales in traditional and non-traditional offerings.”

Engineering Technologies sales increased 0.1% year-over-year, and operating income increased 121.7%.  

“Sales were flat year-over-year, primarily due to lower demand in the medical and industrial markets, delayed shipments on space programs and delivery pushouts by a major aviation engine supplier.  Sales to the oil and gas industry were flat both sequentially and compared to the first quarter of last year,” said Dunbar. “Despite the delivery delays, aviation sales grew 7.6%. Segment operating income increased due to sales mix and margin improvement initiatives. Looking ahead, we are continuing to reposition the business to capitalize on aviation demand and expand capacity to support existing contracts.”

Electronics sales were up 9.5% year-over-year. Organic growth and acquisitions contributed 0.9% and 9.7%, respectively, partially offset by a negative currency effect of 1.1%. Operating income was up 16.6%.

“Electronics sales increased 9.5%, primarily due to the Q2 2016 acquisition of Northlake,” said Dunbar. “Operating margin was strong at 21% due to cost savings activities, improving efficiencies, and favorable product mix. Our legacy business sales were up in Europe, but were partially offset by decreases in North America and Asia. Looking ahead, we are focused on alternate sensor technologies, growth laneways and new business opportunities.”

Hydraulics reported a 1.1% year-over-year sales decrease, while operating income rose 7.7%.

“Sales were down 1.1% year-over-year, primarily due to order softening in the traditional North America dump truck markets,” said Dunbar. “Despite the leveling of growth, our end user markets remain solid due to anticipated infrastructure spending.  We are focused on selectively adding distribution partners for key market coverage, exploring hydraulic solution applications and testing new cylinder designs.”

Business Outlook

“As we communicated last quarter, we expect that second quarter Food Service organic sales and earnings will be below prior year levels due to continued headwinds in Refrigeration,” said Dunbar. “Our near-term priority in Food Service is to align the cost structure in Refrigeration to reflect current lower market activity and to integrate Horizon Scientific. We will continue to capitalize on aviation opportunities in Engineering Technologies and drive growth in Engraving, Electronics and Hydraulics. As we look to the future, our balance sheet is well positioned to fund growth, CAPEX and acquisitions as we continue to deploy the Standex Value Creation System.”

Conference Call Details

Standex will host a conference call for investors today, October 28, 2016 at 10:00 a.m. ET. On the call, David Dunbar, President and CEO, and Thomas DeByle, CFO, will review the Company’s financial results and business and operating highlights. Investors interested in listening to the webcast and viewing the slide presentation should log on to the “Investors” section of Standex’s website under the subheading, “Webcasts and Presentations”, located at www.standex.com.  A replay of the webcast will also be available on the Company’s web site shortly after the conclusion of the presentation. To listen to the playback, please dial (800) 585-8367 in the U.S. or (404) 537-3406 internationally; the passcode is 96111425.  The webcast replay also can be accessed in the “Investor Relations” section of the Company’s website, located at www.standex.com.

Use of Non-GAAP Financial Measures

In addition to the financial measures prepared in accordance with generally accepted accounting principles (“GAAP”), the Company uses certain non-GAAP financial measures, including non-GAAP income from operations, non-GAAP net income from continuing operations, free operating cash flow, EBITDA (earnings before interest, taxes, depreciation and amortization) and adjusted earnings per share. The attached financial tables reconcile non-GAAP measures used in this press release to the most directly comparable GAAP measures. The Company believes that the use of non-GAAP measures including the impact of restructuring charges, results of assets held for sale, and acquisition costs help investors to obtain a better understanding of our operating results and future prospects, consistent with how management measures and forecasts the Company's performance, especially when comparing such results to previous periods.  An understanding of the impact in a particular quarter of specific restructuring costs, acquisition expenses, or other gains and losses, on net income (absolute as well as on a per-share basis), operating income or EBITDA can give management and investors additional insight into core financial performance, especially when compared to quarters in which such items had a greater or lesser effect, or no effect.Non-GAAP measures should be considered in addition to, and not as a replacement for, the corresponding GAAP measures, and may not be comparable to similarly titled measures reported by other companies.

About Standex

Standex International Corporation is a multi-industry manufacturer in five broad business segments: Food Service Equipment, Engineering Technologies, Engraving, Electronics, and Hydraulics with operations in the United States, Europe, Canada, Australia, Singapore, Mexico, Brazil, Argentina, Turkey, South Africa, India and China.  For additional information, visit the Company's website at http://standex.com/.

Safe Harbor Language

Statements in this news release include, or may be based upon, management's current expectations, estimates and/or projections about Standex's markets and industries.  These statements are forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995.  Actual results may materially differ from those indicated by such forward-looking statements as a result of certain risks, uncertainties and assumptions that are difficult to predict.  Among the factors that could cause actual results to differ are the impact of implementation of government regulations and programs affecting our businesses, unforeseen legal judgments, fines or settlements, uncertainty in conditions in the financial and banking markets, general domestic and international economy including more specifically economic conditions in the oil and gas market, the impact of foreign exchange, increases in raw material costs, the ability to substitute less expensive alternative raw materials, the heavy construction vehicle market, the ability to continue to successfully implement productivity improvements, increase market share, access new markets, introduce new products, enhance our presence in strategic channels, the successful expansion and automation of manufacturing capabilities and diversification efforts in emerging markets, the ability to continue to achieve cost savings through lean manufacturing, cost reduction activities, and low cost sourcing, effective completion of plant consolidations, successful completion and integration of acquisitions and the other factors discussed in the Annual Report of Standex on Form 10-K for the fiscal year ending June 30, 2016, which is on file with the Securities and Exchange Commission, and any subsequent periodic reports filed by the Company with the Securities and Exchange Commission.  In addition, any forward-looking statements represent management's estimates only as of the day made and should not be relied upon as representing management's estimates as of any subsequent date.  While the Company may elect to update forward-looking statements at some point in the future, the Company and management specifically disclaim any obligation to do so, even if management's estimates change.

Standex International Corporation
Consolidated Statement of Operations
		Three Months Ended
		September 30,
(In thousands, except per share data)		2016		2015
Net sales	$	179,600	$	198,398
Cost of sales		117,824		129,846
Gross profit		61,776		68,552
Selling, general and administrative expenses		41,612		43,930
Restructuring costs		394		1,519
Income from operations		19,770		23,103
Interest expense		697		644
Other (income) expense, net		(434)		(190)
Total		263		454
Income from continuing operations before income taxes		19,507		22,649
Provision for income taxes		5,556		6,508
Net income from continuing operations		13,951		16,141
Income (loss) from discontinued operations, net of tax		(50)		(160)
Net income	$	13,901	$	15,981
Basic earnings per share:
Income from continuing operations	$	1.10	$	1.27
Income (loss) from discontinued operations		-		(0.01)
Total	$	1.10	$	1.26
Diluted earnings per share:
Income from continuing operations	$	1.09	$	1.26
Income (loss) from discontinued operations		-		(0.01)
Total	$	1.09	$	1.25
Average Shares Outstanding
Basic		12,674		12,660
Diluted		12,788		12,763

Standex International Corporation
Consolidated Balance Sheets
		September 30,		June 30,
(In thousands)		2016		2016
ASSETS
Current assets:
Cash and cash equivalents	$	121,253	$	121,988
Accounts receivable, net		103,206		103,974
Inventories		106,022		105,402
Prepaid expenses and other current assets		7,558		4,784
Income taxes receivable		3,331		1,325
Deferred tax asset		14,904		16,013
Assets held for sale		-		2,363
Total current assets		356,274		355,849
Property, plant, equipment, net		109,086		106,686
Intangible assets, net		39,548		40,412
Goodwill		157,062		157,354
Deferred tax asset		9,295		11,361
Other non-current assets		21,694		18,795
Total non-current assets		336,685		334,608
Total assets	$	692,959	$	690,457
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	62,610	$	77,099
Accrued liabilities		50,441		50,785
Income taxes payable		5,166		4,695
Liabilities held for sale		-		1,528
Total current liabilities		118,217		134,107
Long-term debt		104,208		92,114
Accrued pension and other non-current liabilities		91,871		69,949
Total non-current liabilities		196,079		186,391
Stockholders' equity:
Common stock		41,976		41,976
Additional paid-in capital		53,563		52,374
Retained earnings		690,110		678,002
Accumulated other comprehensive loss		(117,827)		(117,975)
Treasury shares		(289,159)		(284,418)
Total stockholders' equity		378,663		369,959
Total liabilities and stockholders' equity	$	692,959	$	690,457

Standex International Corporation and Subsidiaries
Statements of Consolidated Cash Flows
		Three Months Ended
		September 30,
(In thousands)		2016		2015
Cash Flows from Operating Activities
Net income	$	13,901	$	15,981
Income (loss) from discontinued operations		(50)		(160)
Income from continuing operations		13,951		16,141
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		4,373		4,414
Stock-based compensation		1,365		1,781
Non-cash portion of restructuring charge		(19)		1,046
Excess tax benefit from share-based payment activity		(393)		(471)
Contributions to defined benefit plans		(246)		(328)
Net changes in operating assets and liabilities		(17,975)		(14,710)
Net cash provided by operating activities - continuing operations		1,056		7,873
Net cash provided by (used in) operating activities - discontinued operations		(82)		(528)
Net cash provided by (used in) operating activities		974		7,345
Cash Flows from Investing Activities
Expenditures for property, plant and equipment		(7,121)		(5,337)
Proceeds from disposal of a Business		699		-
Other investing activities		13		52
Net cash (used in) investing activities		(6,409)		(5,285)
Cash Flows from Financing Activities
Proceeds from borrowings		29,500		23,000
Payments of debt		(17,500)		(20,500)
Activity under share-based payment plans		366		668
Excess tax benefit from share-based payment activity		393		471
Purchase of treasury stock		(5,678)		(1,996)
Cash dividends paid		(1,774)		(1,518)
Net cash provided by (used in) financing activities		5,307		125
Effect of exchange rate changes on cash		(607)		(2,988)
Net changes in cash and cash equivalents		(735)		(803)
Cash and cash equivalents at beginning of year		121,988		96,128
Cash and cash equivalents at end of period	$	121,253	$	95,325

Standex International Corporation
Selected Segment Data
		Three Months Ended
		September 30,
(In thousands)		2016		2015
Net Sales
Food Service Equipment	$	92,651	$	107,213
Engraving		26,730		33,521
Engineering Technologies		18,721		18,711
Electronics		30,651		27,986
Hydraulics		10,847		10,967
Total	$	179,600	$	198,398
Income from operations
Food Service Equipment	$	9,488	$	14,024
Engraving		7,398		9,907
Engineering Technologies		1,496		675
Electronics		6,473		5,550
Hydraulics		2,129		1,976
Restructuring		(394)		(1,519)
Corporate		(6,820)		(7,510)
Total	$	19,770	$	23,103

Standex International Corporation
Reconciliation of GAAP to Non-GAAP Financial Measures
			Three Months Ended
			September 30,
(In thousands, except percentages)			2016		2015	% Change
Adjusted income from operations and adjusted net income from continuing operations:
Income from operations, as reported		$	19,770	$	23,103	-14.4%
Adjustments:
	Restructuring charges		394		1,519
	RPM EBIT		-		(70)
Adjusted income from operations		$	20,164	$	24,552	-17.9%
Interest and other income (expense), net			(263)		(454)
Provision for income taxes			(5,556)		(6,508)
	Tax impact of above adjustments		(112)		(395)
Net income from continuing operations, as adjusted		$	14,233	$	17,195	-17.2%
EBITDA and Adjusted EBITDA:
Net income from continuing operations, as reported		$	13,951	$	16,141
Add back:
	Provision for income taxes		5,556		6,508
	Interest expense		697		644
	Depreciation and amortization		4,373		4,414
EBITDA		$	24,577	$	27,707	-11.3%
Adjustments:
	Restructuring charges		394		1,519
	RPM EBIT		-		(70)
	RPM Depreciation		-		(128)
Adjusted EBITDA		$	24,971	$	29,028	-14.0%
Free operating cash flow:
Net cash provided by operating activities - continuing operations, as reported		$	1,056	$	7,873
Less: Capital expenditures			(7,121)		(5,337)
Free operating cash flow		$	(6,065)	$	2,536
Net income from continuing operations			13,951		16,141
Conversion of free operating cash flow			NM		15.7%

Standex International Corporation
Reconciliation of GAAP to Non-GAAP Financial Measures
			Three Months Ended
Adjusted earnings per share from continuing operations			September 30,
			2016		2015	% Change
Diluted earnings per share from continuing operations, as reported		$	1.09	$	1.26	-13.5%
Adjustments:
	Restructuring charges		0.02		0.08
Diluted earnings per share from continuing operations, as adjusted		$	1.11	$	1.34	-17.2%