UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 1995 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 office) (Zip Code)
(603) 893-9701
(Registrant's telephone number, including area code)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE
SECURITIES EXCHANGE ACT OF 1934:
Title of Each Class Name of Each Exchange on Which Registered
Common Stock, Par Value $1.50
Per Share New York Stock Exchange
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein and will not be
contained, to the best of Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. [ ]
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 aggregate market value of the voting stock held by non-affiliates
of the Registrant at July 31, 1995 was approximately $443,790,000.
The number of shares of Registrant's Common Stock outstanding on
September 11, 1995 was 13,950,987.
Portions of the 1995 Annual Report to Stockholders of Registrant are
incorporated in Parts I, II and IV of this report. Portions of the Proxy
Statement of Registrant dated September 18, 1995 are incorporated in Part
III of this report.
____________________________________________________________________________
____________________________________________________________________________
PART I
ITEM 1. BUSINESS
Standex* is a diversified manufacturing and marketing company with
operations in three product segments: Graphics/Mail Order, Institutional
and Industrial. Standex was incorporated in 1975 and is the successor of a
corporation organized in 1955.
The business of the Company is carried on within the three segments by
a number of operating units, each with its own organization. The management
of each operating unit has responsibility for product development,
manufacturing, marketing and for achieving a return on investment in
accordance with the standards established by Standex. Overall supervision,
coordination and financial control are maintained by the executive staff
from its corporate headquarters located at 6 Manor Parkway, Salem, New
Hampshire. As of June 30, 1995, the Company had approximately 5,000
employees.
The principal products produced and services rendered by each of the
segments of Standex are incorporated herein by reference to pages 4 through
11 of the Annual Report to Stockholders for the fiscal year ended June 30,
1995 (the "1995 Annual Report"). Sales are made both directly to customers
and by or through manufacturers' representatives, dealers and distributors.
The major markets for the above products and services are as follows:
MAJOR PRODUCTS MAJOR MARKETS
Graphics/Mail Order
. Educational and religious
Publishing:
Standard Publishing religious Sunday schools, churches,
periodicals, Sunday School vacation Bible schools; chain of
literature and supplies 17 Berean bookstores
. Commercial Printing General commerce and industry
. Specialized commercial and Manufacturers, advertisers,
government forms and printing, department stores, magazines,
election equipment government and general industry
. Binding Systems and Office Supplies:
Wire-O and Mult-O machinery and Printers, publishers of
complete binding systems checkbooks, calendars,
appointment books, cookbooks,
catalogs, manuals, etc.
*References in this Annual Report on Form 10-K to "Standex" or the
"Company" shall mean Standex International Corporation and its
subsidiaries.
MAJOR PRODUCTS MAJOR MARKETS
Graphics/Mail Order (continued)
. Distribution of office supplies and General commerce and industry
furniture
. Mail Order:
Frank Lewis Grapefruit Club gift Direct to consumers
packages, Harry's Crestview
Groves grapefruit packages,
grapefruit juice, grapefruit
sections, onions, melons and
roses
Institutional Products
. Food Service Equipment:
USECO food service equipment and Hospitals, schools, nursing
patient feeding systems homes, correctional facilities
and restaurants
Master-Bilt refrigerated Hospitals, schools, fast food
beverage cases, coolers and industry, restaurants, hotels,
freezers; Barbecue King ovens clubs, supermarkets, beverage
and baking equipment; Federal industry, bakeries, dairy and
Industries bakery and deli convenience food chains
equipment; Mason candlelamps;
Coors restaurant china and
cookware; Red Goat waste
disposers; EPCO food racks;
General Slicing and Toastswell
commercial appliances
. Other Institutional Products:
Jarvis, Can-Am Casters and Wheels General industry, hospitals and
and PEMCO casters and wheels; supermarkets
industrial hardware
Snappy metal ducting and
fittings Heating, ventilating and air
conditioning distributors
principally in Midwestern,
Southwestern and Western United
States
National Metal fabricated metal
products including Christmas tree Restaurants, retail stores,
stands, specialty hardware and office furniture markets,
metal furniture stationary supply houses and
other industries
Williams chiropractic and
traction tables and Chiropractors and physical
electrotherapy and ultrasound therapists
equipment (Zenith , Combi and
Intertron brands)
MAJOR PRODUCTS MAJOR MARKETS
Industrial Products
. Texturizing Systems:
Roehlen embossing rolls, machines General Industry (e.g.
and plates; Mold-Tech mold automotive, plastics, textiles,
engraving; Keller-Dorian print paper, building products,
rolls synthetic materials, appliances,
business machines, etc.)
. Metal and Machinery Products:
Procon rotary vane pumps Beverage industry, water
purification industry, industrial
heat exchanges and medical
markets
Spincraft power metal spinning, OEMs, turbine and generator
custom forming components for manufacturers, U.S. Government,
aircraft engines, gas turbines, food handling, construction
military ordnance and similar machinery, etc.
products
Custom Hoists single and double Automotive, construction,
acting telescopic and piston rod textile, and paper industries
hydraulic cylinders; Perkins
converting and finishing machinery
and systems
. Electronics
Standex reed switches and relays; Telecommunications, consumer
EMI/RFI powerline filters; fixed electronics, automotive, security
and variable inductors and systems, communications
electronic assemblies; variable equipment, computers,
mica capacitors; and tunable instrumentation controls
inductors and micro coils
Van Products electrical connectors Air conditioning, refrigeration
Financial information on each of the product groups of Standex as
well as financial information of non-U.S. operations is incorporated by
reference to the note to the consolidated financial statements entitled
Industry Segment Information on page 21 of the 1995 Annual Report.
Raw Materials
Raw materials and components necessary for the fabrication of products
and the rendering of services for the Company are generally available from
numerous sources. The Company does not foresee any unavailability of
materials or components which would have any material adverse effect on its
overall business, or any of its business segments, in the near term.
Patents and Trademarks
The Company owns or is licensed under a number of patents and trademarks
in each of its product groups. However, the loss of any single patent or
trademark would not, in the opinion of the Company, materially affect any
segment.
<TABLE>
Backlog
<CAPTION>
Backlog at June 30, 1995 and 1994 is as follows (in thousands):
1995 1994
<S> <C> <C>
Graphics/Mail Order............ $ 9,268 $ 7,599
Institutional.................. 38,043 30,569
Industrial..................... 33,151 36,374
Total $80,462 $74,542
</TABLE>
Substantially all of the backlog is expected to be realized as sales in
fiscal 1996.
Competition
Standex manufactures and markets products many of which have achieved a
unique or leadership position in their market. However, the Company
encounters competition in varying degrees in all product groups and for each
product line. Competitors include domestic and foreign producers of the same
and similar products. The principal methods of competition are price,
delivery schedule, quality of services, product performance and other terms
and conditions of sale. During fiscal 1995, the Company invested $12,006,000
in new plant and equipment in order to upgrade facilities to become more
competitive in all segments.
International Operations
Substantially all international operations of the Company are related to
domestic operations and are included in all three product groups.
International operations are conducted at 33 plants, principally in Western
Europe. The industry segment information regarding non-U.S. operations on
page 21 of the 1995 Annual Report is incorporated herein by reference.
Research and Development
Due to the nature of the manufacturing operations of Standex and the
types of products manufactured, expenditures for research and development are
not material to any segment.
Environmental and Other Matters
To the best of its knowledge, the Company believes that it is presently
in substantial compliance with all existing applicable environmental laws and
does not anticipate that such compliance will have a material effect on its
future capital expenditures, earnings or competitive position.
ITEM 2. PROPERTIES
At June 30, 1995, Standex operated a total of 87 principal plants and
warehouses located throughout the United States, Western Europe, Canada,
Australia and Mexico. The Company owned 48 of the facilities and the balance
were leased. In addition, the Company operated 19 retail stores in various
sections of the United States, of which 18 were leased. The approximate
building space utilized by each product group of Standex at June 30, 1995 is
as follows (in thousands):
Area in Square Feet
Owned Leased
Graphics/Mail Order............ 584 346
Institutional.................. 1,467 691
Industrial..................... 847 188
General Corporate.............. 29 -
Total..................... 2,927 1,225
In general, the buildings are in good condition, are considered to be
adequate for the uses to which they are being put and are in regular use.
The Company utilizes machinery and equipment which is necessary to
conduct its operations. Substantially all of such machinery and equipment is
owned by Standex.
ITEM 3. LEGAL PROCEEDINGS
There are no material pending legal proceedings.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE
OF SECURITY HOLDERS
No matters were submitted to stockholders during the fourth quarter of
the fiscal year.
EXECUTIVE OFFICERS OF STANDEX
Name Age Principal Occupation During the Past Five Years
Thomas L. King 65 Chairman of the Board of the Company since January
1992; President of the Company from August 1984
to July 1994; and Chief Executive Officer of the
Company from July 1985 to June 1995.
Edward J. Trainor 55 Chief Executive Officer of the Company since July
1995; President of the Company since July 1994;
Chief Operating Officer of the Company from July
1994 to June 1995; Vice President of the Company
from July 1992 to July 1994; and President of
the Standex Institutional Products Group of the
Company from January 1987 to July 1994.
David R. Crichton 57 Executive Vice President/Operations of the Company
since June 1989; and, prior thereto, President
of Standex Precision Engineering Division of the
Company from June 1987 to May 1989.
Thomas H. DeWitt 53 Executive Vice President/Administration of the
Company since January 1987; and General Counsel
of the Company since October 1985.
Lindsay M. Sedwick 60 Vice President of the Company since January 1990;
and Treasurer of the Company since January 1986.
Robert R. Kettinger 53 Corporate Controller of the Company since July
1991; and, prior thereto, Assistant Corporate
Controller of the Company.
Richard H. Booth 48 Corporate Counsel of the Company since June 1992
and Secretary of the Company since July 1992;
Vice President, General Counsel and Secretary of
Metcalf & Eddy Companies, Inc., from May 1989 to
November 1991; and, prior thereto, Senior Group
Counsel of The Gillette Company.
The executive officers are elected each year by the Board of Directors to
serve for one-year terms of office. There are no family relationships between
any of the directors or executive officers of the Company.
PART II
ITEM 5. MARKET FOR STANDEX COMMON STOCK
AND RELATED STOCKHOLDER MATTERS
The principal market in which the Common Stock of Standex is traded is
the New York Stock Exchange. The high and low sales prices for the Common
Stock on the New York Stock Exchange and the dividends paid per Common
Share for each quarter in the last two fiscal years are incorporated by
reference to page 15 of the 1995 Annual Report. The approximate number of
stockholders of record on September 11, 1995 was 4,500.
ITEM 6. SELECTED FINANCIAL DATA
Selected financial data for the five years ended June 30, 1995 is
incorporated by reference to the table entitled "Five-Year Financial
Review" on page 15 of the 1995 Annual Report. This summary should be read
in conjunction with the consolidated financial statements and related notes
included in the 1995 Annual Report on pages 16 through 23, and Exhibit 11
contained herein.
ITEM 7. MANAGEMENT'S DISCUSSION
AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Management's discussion and analysis of financial condition and
results of operations of the Company is incorporated by reference to pages
12 through 14 of the 1995 Annual Report.
ITEM 8. FINANCIAL STATEMENTS
AND SUPPLEMENTARY DATA
The information required by this item is incorporated by reference to
pages 15 through 24 of the 1995 Annual Report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS
OF STANDEX
Certain information concerning the directors of the Company is
incorporated by reference to pages 2 through 6 and page 18 of the Proxy
Statement of the Company, dated September 18, 1995 (the "1995 Proxy
Statement"). Certain information concerning the executive officers of the
Company is set forth in Part I under the caption "Executive Officers of
Standex."
ITEM 11. EXECUTIVE COMPENSATION
Information regarding executive compensation is incorporated by
reference to pages 10 through 16 of the 1995 Proxy Statement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The stock ownership of each person known to Standex to be the
beneficial owner of more than 5% of its Common Stock and the stock
ownership of all directors and executive officers of Standex as a group are
incorporated by reference to pages 4 through 6 of the 1995 Proxy Statement.
The beneficial ownership of Standex Common Stock of all directors and
executive officers of the Company is incorporated by reference to pages 4
through 5 of the 1995 Proxy Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS
Information regarding certain relationships and related transactions
is incorporated by reference to page 17 of the 1995 Proxy Statement.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT
SCHEDULES, AND REPORTS ON FORM 8-K
(a) Financial Statements and Schedules
The financial statements and schedules listed in the accompanying index
to Financial Statements and Schedules are filed as part of this Annual
Report on Consolidated Form 10-K.
(b) Reports on Form 8-K
Standex filed no reports on Form 8-K with the Securities and Exchange
Commission during the last quarter of the fiscal year ended June 30, 1995.
(c) Exhibits
3. (i) Restated Certificate of Incorporation of Standex, dated
October 16, 1986, is incorporated by reference to the
exhibits to the Quarterly Report of Standex on Form
10-Q for the fiscal quarter ended December 31, 1986.
(ii) By-Laws of Standex, as amended, and restated on July 27,
1994 are incorporated by reference to the exhibits to
the Annual Report of Standex on Form 10-K for the fiscal
year ended June 30, 1994 (the "1994 10-K").
(c) Exhibits (Continued)
4. (a) Agreement of the Company, dated September 15, 1981, to
furnish a copy of any instrument with respect to certain
other long-term debt to the Securities and Exchange
Commission upon its request is incorporated by reference
to the exhibits to the Annual Report of Standex on Form
10-K for the fiscal year ended June 30, 1981.
(b) Shareholder Rights Plan and Trust Indenture of the
Company is incorporated by reference to Amendment No. 1
to Form 8A filed with the Securities and Exchange
Commission on May 16, 1989 and the Form 8A filed with
the Securities and Exchange Commission on February 3,
1989.
10. (a) Employment Agreement, dated July 1, 1988, between the
Company and Thomas L. King is incorporated by reference
to the exhibits to the Annual Report of Standex on Form
10-K for the fiscal year ended June 30, 1988 (the "1988
10-K") and Agreement to Amend Employment Agreement dated
September 18, 1989 is incorporated by reference to the
exhibits to the Annual Report of Standex on Form 10-K
for the fiscal year ended June 30, 1990 ("1990 10-K").
(b) Employment Agreement - 1993 Amendment dated July 28,
1993 between the Company and Thomas L. King is
incorporated by reference to the exhibits to the Annual
Report of Standex on Form 10-K for the fiscal year ended
June 30, 1993 ("1993 10-K").
(c) Employment Agreement dated January 29, 1993, between the
Company and Thomas H. DeWitt is incorporated by
reference to the exhibits to the 1993 10-K.
(d) Employment Agreement dated January 29, 1993, between the
Company and David R. Crichton is incorporated by
reference to the exhibits to the 1993 10-K.
(e) Employment Agreement dated January 29, 1993, between the
Company and Lindsay M. Sedwick is incorporated by
reference to the exhibits to the 1993 10-K.
(f) Employment Agreement dated January 29, 1993, between the
Company and Edward J. Trainor is incorporated by
reference to the exhibits to the 1993 10-K.
(g) Standex International Corporation Profit Improvement
Participation Shares Plan as amended and restated on
April 26, 1995.
(h) Standex International Corporation Stock Option Loan
Plan, effective January 1, 1985, as amended and restated
on January 26, 1994, is incorporated by reference to the
exhibits to the 1994 10-K.
(i) Standex International Corporation Executive Security
Program, as amended and restated on July 27, 1994, is
incorporated by reference to the exhibits to the 1994
10-K.
(j) Standex International Corporation 1985 Stock Option Plan
effective July 31, 1985, as amended on October 30, 1990,
is incorporated by reference to the exhibits to the
Annual Report of Standex on Form 10-K for the fiscal
year ended June 30, 1991.
(k) Standex International Corporation Stock Appreciation
Rights Plan effective July 31, 1985, is incorporated by
reference to the exhibits to the 1985 10-K.
(l) Standex International Corporation Executive Life
Insurance Plan effective April 27, 1994 is incorporated
by reference to the exhibits to the 1994 10-K.
(m) Standex International Corporation 1994 Stock Option Plan
effective July 27, 1994 is incorporated by reference to
the exhibits to the 1994 10-K.
(n) Standex International Corporation Supplemental
Retirement Plan adopted April 26, 1995 and amended on
July 26, 1995.
11. Computation of Per Share Earnings.
13. The Annual Report to Stockholders of the Company for the
fiscal year ended June 30, 1995 (except for the pages and
information thereof expressly incorporated by reference in
this Form 10-K, the Annual Report to Shareholders is provided
solely for the information of the Securities and Exchanges
Commission and is not deemed "filed" as part of this Form
10-K).
21. Subsidiaries of Standex.
23. Independent Auditors' Consent.
24. Powers of Attorney of John Bolten, Jr., William L. Brown,
David R. Crichton, Samuel S. Dennis 3d, Thomas H. DeWitt,
Walter F. Greeley, Daniel B. Hogan, Thomas L. King, C. Kevin
Landry, Sol Sackel, and Lindsay M. Sedwick.
27. Financial Data Schedule.
(d) Schedule
The schedule listed in the accompanying Index to Financial Statements
and Schedule is filed as part of this Annual Report on Form 10-K.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Standex International Corporation has duly caused this
annual report on Form 10-K to be signed on its behalf by the undersigned,
thereunto duly authorized, on September 22, 1995.
STANDEX INTERNATIONAL CORPORATION
(Registrant)
By: /s/ Edward J. Trainor
Edward J. Trainor, President/
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of Standex
International Corporation and in the capacities indicated on September 22,
1995:
Signature Title
/s/ Edward J. Trainor President/Chief Executive Officer
Edward J. Trainor
/s/ Lindsay M. Sedwick Vice President/Treasurer (Chief Financial
Lindsay M. Sedwick Officer)
/s/ Robert R. Kettinger Corporate Controller (Chief Accounting
Robert R. Kettinger Officer)
Edward J. Trainor, pursuant to powers of attorney which are being filed
with this Annual Report on Form 10-K, has signed below on September 22, 1995
as attorney-in-fact for the following directors of the Registrant:
John Bolten, Jr. Daniel B. Hogan
William L. Brown Thomas L. King
David R. Crichton C. Kevin Landry
Samuel S. Dennis 3d Sol Sackel
Thomas H. DeWitt Lindsay M. Sedwick
Walter F. Greeley
/s/ Edward J. Trainor
Edward J. Trainor
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULES
Page No. in
Annual Report
("AR")
Financial Statements
Statements of Consolidated Income for the
Years Ended June 30, 1995, 1994 and 1993...................... AR 16
Consolidated Balance Sheets at June 30, 1995 and 1994........... AR 17
Statements of Consolidated Stockholders' Equity for
the Years Ended June 30, 1995, 1994 and 1993.................. AR 16
Statements of Consolidated Cash Flows for
the Years Ended June 30, 1995, 1994 and 1993.................. AR 18
Notes to Consolidated Financial Statements...................... AR 19-23
Independent Auditors' Report relating to the
Consolidated Financial Statements and Notes thereto........... AR 24
Schedule
Schedule VIII Valuation and Qualifying Accounts.............. 15
Independent Auditors' Report relating to the Schedule........... 14
Schedules (consolidated) not listed above are omitted because of the
absence of conditions under which they are required or because the required
information is included in the financial statements submitted.
INDEX TO ITEMS INCORPORATED BY REFERENCE
Page No. in
Annual Report
("AR") or Proxy
Statement ("P")
PART I
Item 1 Business........................................... AR 4-11
Industry Segment Information....................... AR 21
INDEX TO ITEMS INCORPORATED BY REFERENCE
Page No. in
Annual Report
("AR") or Proxy
Statement ("P")
PART II
Item 5 Market for Standex Common Stock and Related
Stockholder Matters.............................. AR 15
Item 6 Selected Financial Data............................ AR 15
Item 7 Management's Discussion and Analysis of Financial
Condition and Results of Operations.............. AR 12-14
Item 8 Financial Statements and Supplementary Data........ AR 15-24
PART III
Item 10 Directors and Executive Officers of Standex........ P 2-6; 18
Item 11 Executive Compensation............................. P 10-16
Item 12 Security Ownership of Certain Beneficial Owners and
Management....................................... P 4-6; 4-5
Item 13 Certain Relationships and Related Transactions..... P 17
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders of
STANDEX INTERNATIONAL CORPORATION:
We have audited the consolidated balance sheet of Standex
International Corporation and subsidiaries as of June 30, 1995 and 1994,
and the related statements of consolidated income, stockholders' equity,
and cash flows for each of the years in the three year period ended
June 30, 1995, and have issued our report thereon dated August 18, 1995;
such financial statements and report are included in your 1995 Annual
Report to Stockholders and are incorporated herein by reference. Our
audits also included the financial statement schedule of Standex
International Corporation and subsidiaries, listed in Item 14. This
financial statement schedule is the responsibility of the Company's
management. Our responsibility is to express an opinion based on our
audits. In our opinion, such financial statement schedule when
considered in relation to the basic financial statements taken as a
whole, presents fairly in all material respects the information set
forth therein.
/s/ DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Boston, Massachusetts
August 18, 1995
<TABLE>
<CAPTION>
Schedule VIII
STANDEX INTERNATIONAL CORPORATION AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
For the Years Ended June 30, 1995, 1994 and 1993
Column A Column B Column C Column D Column E
Balance at Additions
Beginning Charged to Costs Charged to Balance at
Description of Year and Expenses Other Accounts Deductions End of Year
Allowances deducted from assets to
which they apply--for doubtful
accounts receivable:
<S> <C> <C> <C> <C> <C>
June 30, 1995................... $2,587,145 $1,427,588 $(1,161,052) (1) $2,853,681
June 30, 1994................... $2,666,975 $1,486,902 $(1,566,732) (1) $2,587,145
June 30, 1993................... $2,718,138 $1,778,740 $(1,829,903) (1) $2,666,975
(1) Accounts written off--net of recoveries.
</TABLE>
INDEX TO EXHIBITS
PAGE
10. (g) Standex International Corporation Stock Profit
Improvement Plan, as amended and restated on
April 26, 1995 .............................................
(n) Standex International Corporation Supplemental
Retirement Plan adopted April 26, 1995 and amended
on July 26, 1995 .......................................
11. Computation of Per Share Earnings ..........................
13. The Annual Report to Stockholders of the Company for the
fiscal year ended June 30, 1995 (except for the pages and
information thereof expressly incorporated by reference
in this Form 10-K, the Annual Report to Shareholders is
provided solely for the information of the Securities and
Exchanges Commission and is not deemed "filed" as part of
this Form 10-K) ............................................
21. Subsidiaries of Registrant .................................
23. Independent Auditors' Consent ..............................
24. Powers of Attorney of John Bolten, Jr., William L. Brown,
David R. Crichton, Samuel S. Dennis 3d, Thomas H. DeWitt,
Walter F. Greeley, Daniel B. Hogan, Thomas L. King,
C. Kevin Landry, Sol Sackel, and Lindsay M. Sedwick ........
27. Financial Data Schedule ....................................
EXHIBIT 10(g)
STANDEX INTERNATIONAL CORPORATION
PROFIT IMPROVEMENT PARTICIPATION SHARES (PIPS) PLAN
1. PURPOSE
The purpose of this plan is to further the long term
growth of Standex International Corporation and its
subsidiaries by providing incentive to key employees to focus
their efforts on the improvement of the Company's earnings
per share, and to give then an opportunity to benefit
directly from any improvement achieved.
2. DEFINITIONS
The following terms as used in the Plan shall have the
meanings set forth below, unless the context otherwise
requires:
a) "Company" - Standex International Corporation, a
Delaware corporation, its subsidiaries and any
successor corporation;
b) "Subsidiary" - any corporation in which Standex
International Corporation or a wholly-owned
subsidiary of Standex International Corporation
owns at least 50% of voting stock;
c) "Plan" - the Standex International Corporation
Profit Improvement Participation Shares (PIPS)
Plan;
d) "Committee" - a committee established to administer
the Plan in accordance with Section 3;
e) "PIPS Share" - a unit awarded or granted under the
Plan;
f) "Fiscal year" - the fiscal year of Standex
International Corporation;
g) "Earnings per share" - the primary earnings per
common share of the Company before extraordinary
items as reported on a consolidated basis, in the
annual report to stockholders of the Company;
h) "Earnings multiple" - the number established by the
Committee at the time of granting PIPS Shares, by
which the earnings per share is multiplied to
determine the value of a PIPS Share. The earnings
multiple as established by the Committee shall be
used in connection with all valuations of PIPS
Shares granted in any one fiscal year;
i) "Base year" - the fiscal year ended immediately
prior to the grant of PIPS Shares shall be the base
year for such shares.
j) "Maturity year" - the fifth fiscal year following
the Base Year for any particular PIPS Shares;
k) "Initial valuation" - the value of a PIPS Share as
determined by multiplying the Earnings per share
for the Base Year by the Earnings Multiple
established by the Committee;
l) "Interim Valuation" - the value of a PIPS Share as
determined by multiplying the Earnings per share
for any fiscal year intervening between the Base
Year and Maturity Year by the Earnings Multiple
applicable to such PIPS Share as determined by the
Committee.
m) "Final valuation" - the value of a PIPS Share as
determined by multiplying the Earnings per share
for the Maturity Year by the Earnings Multiple
applicable to such PIPS Share as determined by the
Committee;
n) "Participant" - a key employee of the Company who
is awarded PIPS Shares under the Plan;
o) "Board of Directors" - the Board of Directors of
Standex International corporation.
3. ADMINISTRATION OF THE PLAN
The Plan shall be administered by a Committee appointed
by the Board of Directors and consisting of not less than
three of those members of the Board of Directors who are not
eligible to participate in the Plan. The Board of Directors
shall also appoint the Chairman of the Committee.
The Committee shall have the complete authority in its
discretion, but subject to the express provisions of the Plan
to:
a) determine which of the eligible employees of the
Company shall be granted PIPS Shares and the number
to be granted to each;
b) determine the multiple to be used in the valuation
of all PIPS Shares issued in any one fiscal year;
c) prescribe the form of the instruments evidencing
any PIPS Shares granted under the Plan;
d) adopt, amend and rescind rules and regulations for
the administration of the Plan and for its own acts
and proceedings;
e) decide all questions and settle all controversies
and disputes which may arise in connection with the
Plan.
f) determine whether a Participant has engaged or is
engaging in activities contrary to the interest of
the Company.
All decisions, determinations and interpretions with
respect to the foregoing matters shall be made by not less
than a majority of the members of the Committee and shall be
final and binding upon all persons. The Committee may
designate any officers or other employees of the Company to
assist the Committee in the administration of the Plan and
may grant authority to such persons to execute instruments
evidencing PIPS Shares or other documents on behalf of the
Committee.
4. ELIGIBILITY
PIPS Shares may be granted only to key employees who at
the time of the award are in the full time employ of the
Company. A director of the Company who is not also such an
employee shall not be eligible to receive PIPS Shares.
5. LIMITATIONS
Subject to Section 9 hereof, the maximum aggregate
number of PIPS Shares which may be outstanding at any one
time under the Plan shall be 1,000,000. PIPS Shares awarded,
which have not been forfeited, shall be deemed to be
outstanding until payment is made thereon provided payment is
to be made thereon under Section 7 hereof.
6. VESTING
Subject to the continued employment of the Participant
with the Company, PIPS Shares issued prior to July 1, 1987
shall vest to the Participant holding such shares as follows:
1/5th at the end of the first year following the Base
Year relating to such shares and an additional 1/5th at
the end of each of the next four succeeding fiscal
years.
Subject to the continued employment of the Participant
with the Company, any PIPS Shares issued subsequent to June
30, 1987 shall vest to the Participant holding such shares as
follows:
1/3rd at the end of the third fiscal year following the
Base Year relating to such shares; 1/3rd at the end of
the fourth fiscal year following the Base Year relating
to such shares; and 1/3rd at the end of the Maturity
Year relating to such shares.
Notwithstanding anything in the foregoing to the
contrary, in the event that a Participant's employment with
the Company is terminated due to death, disability or
retirement, any PIPS Shares issued to said Participant
subsequent to June 30, 1987 shall be determined to have
vested to the Participant, or to the Participant's
beneficiary or estate as follows:
1/5th at the end of the first year following the Base
Year relating to such shares and an additional 1/5th at
the end of each of the next succeeding fiscal years up
to and including the completed fiscal year immediately
prior to the date of the participant's termination due
to said death, disability or retirement.
No payments shall be made to any Participant at the time
of vesting. Payments will only be made after the end of the
Maturity Year in accordance with Sections 7 and 8.
7. PAYMENT
At the end of the respective Maturity Year for each PIPS
Share issued and vested hereunder the amount payable with
respect thereto shall be equal to the Final Valuation less
the Initial Valuation. If Final Valuation is an amount equal
to or less than the Initial Valuation, no payment shall be
made with respect to any PIPS Shares to which such valuation
applies.
Payment for PIPS shares shall be in cash and shall be
made by the Company in one or more installments within 24
months after the close of the Maturity Year.
Payment with respect to PIPS Shares shall be made to the
Participant or, in the event of the Participant's death, to
the beneficiary named by Participant on a PIPS Beneficiary
Designation Form supplied by the Committee, signed by the
Participant and forwarded to the Committee. In the event
that the Participant dies without having specifically
designating a beneficiary on a PIPS Beneficiary Designation
Form, then payment with respect to PIPS Shares shall be made
to the person or persons named as beneficiary as of the date
of death with respect to the Participant's group life
insurance with the Company or, if no beneficiary has been
named, to the Participant's estate. All payments shall be
subject to required withholdings.
Notwithstanding the provisions of this Section 7 or the
next Section 8, no payment shall be made to any Participant,
if, in the opinion of the Committee the Participant has
engaged or is engaging in activities contrary to the
interests of the Company.
8. DEATH, DISABILITY OR TERMINATION OF EMPLOYMENT
In the event of the termination of employment of a
Participant prior to the end of the Maturity Year because of
death, retirement (or early retirement) pursuant to any
pension plan provided by the Company, total disability as
determined by the Committee or by termination other than as
stated above, payment shall be made to such Participant (or
in the case of his death, to his beneficiary or estate as
provided in Section 7. hereof) based upon the Interim
Valuation based on earnings for the fiscal year ended
immediately preceding the date of termination. The amount to
be paid shall be determined by multiplying the Interim
Valuation less the Initial Valuation times the number of PIPS
Shares that have vested to the Participant prior to his
termination date. Participant, his beneficiary or estate,
may request payment hereunder in lump sum or in accordance
with any deferred payment plan adopted by the Committee under
the terms of Section 7. hereof.
Notwithstanding the foregoing paragraph, if a
Participant who retires from the employ of the Company is
retained by the Company as a consultant, the Participant
shall, with the consent of the Committee, continue to
participate in the Plan (for vesting purposes, but without
additional grant eligibility) during the period of time the
Participant remains as a consultant to the Company. At the
conclusion of the consulting period, payment shall be made to
the Participant with respect to any PIPS shares then
remaining outstanding in accordance with the preceding
paragraph.
9. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION
In the event of any change in the outstanding shares of
common stock by reason of any stock dividend or split,
recapitalization, consolidation, combination or exchange of
shares or similar change in capitalization, the Committee
may, if in its sole discretion it determines that such change
equitably requires an adjustment in the number of PIPS Shares
then held by Participants or in the number of PIPS Shares
which may be granted under the Plan, make such adjustments
which shall be conclusive and binding for all purposes of the
Plan. If adjustment of PIPS Shares is rendered impracticable
as the result of another company acquiring the Company's
stock or assets, the Company being merged or consolidated
with another company, the Company being in any way
substantially restructured, or any other such event, the
Board of Directors or its successors, or the Committee at the
direction of the Board, shall have the right, in its sole
discretion, to make immediate payments to Participants in
such amounts as shall be determined by the Board (or
substitute) based upon the Interim Valuation for the fiscal
year immediately preceding the occurrence, and the number of
PIPS Shares vested to Participants at the time of any of the
events set forth above, in complete settlement of all claims
that Participants may have with respect to all vested PIPS
Shares issued hereunder.
10. NON-ALIENATION OF BENEFITS
No right or benefit under this Plan shall be subject to
anticipation, alienation, sale, assignment, pledge,
encumbrance, or charge, and any attempt to anticipate,
alienate, sell, assign, pledge, encumber or charge the same
shall be void. No right or benefit hereunder shall in any
manner be liable for or subject to the debts, contracts,
liabilities, or torts of the person entitled to such benefit.
If any Participant or beneficiary hereunder should become
bankrupt or attempt to anticipate, alienate, sell, assign,
pledge, encumber or charge any right or benefit hereunder,
then such right or benefit shall, in the discretion of the
Committee, cease and determine, and in such event, the
Company may hold or apply the same or any part thereof for
the benefit of the Participant or beneficiary, his or her
estate, his or her spouse, children or other dependants, or
any of them in such manner and in such proportion as the
Committee may deem proper.
11. NO RIGHTS AS STOCKHOLDER
The award of PIPS Shares under the Plan shall not
entitle a Participant or any other person succeeding to his
rights to any voting or other rights as a security holder of
the Company.
12. LIABILITY OF COMPANY
Nothing in this Plan shall be construed to give any
employee of the Company any right to be granted any PIPS
Shares other than in the sole discretion of the Committee; to
give any Participant any rights whatsoever with respect to
shares of common stock; to limit in any way the right of the
Company to terminate the employment of any Participant at any
time; or to be evidence of any agreement or understanding,
express or implied, that the Company will employ any
Participant in any particular position or at any particular
rate of renumeration or for any particular period of time.
13. EFFECTIVENESS OF THE PLAN
The Plan shall become effective as of the date on which
the Plan is approved by the Board of Directors.
14. AMENDMENT AND TERMINATION OF THE PLAN
The Board of Directors may at any time terminate the
Plan, or make such modifications of the Plan as it shall deem
advisable; provided, however, that no termination or
amendment of the Plan shall modify or in any way affect any
PIPS Shares granted prior to such termination or amendment.
15. GOVERNMENT AND OTHER REGULATIONS
Notwithstanding any provisions of the Plan, the
obligation of the Company with respect to PIPS Shares granted
under the Plan shall be subject to all applicable laws,
rules, and regulations, and such approvals by any
governmental agencies as may be required.
16. NON-EXCLUSIVITY OF THE PLAN
The adoption of the Plan by the Board of Directors shall
not be construed as creating any limitations on the power of
the Board of Directors to adopt such other incentive
arrangements as may be deemed desirable, including, without
limitation, the granting of stock units otherwise than under
the Plan, and such arrangements may be either generally
applicable or applicable only in specific cases.
17. PLAN GOVERNED BY NEW HAMPSHIRE LAW
The Plan and the rights of all persons hereunder shall
be governed by the laws of the State of New Hampshire.
18. CHANGE IN CONTROL
Notwithstanding any other provision to the contrary in
this Plan, in the event of a Change in Control (as defined
below), all PIPS shares outstanding as of the date such
Change in Control occurs shall become fully vested and shall
be immediately paid in cash by the Company in a lump sum in
an amount equal to the difference between the Interim
Valuation based on the earnings of the Company for the fiscal
year ended immediately preceding the date of the Change in
Control and the Initial Valuation.
A "Change in Control" shall occur or be deemed to have
occurred only if any of the following events occur:
a) any "person", as such term is used in Section 13(d)
and 14(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), (other than the
Company, any trustee or other fiduciary holding
securities under an employee benefit plan of the
Company, or any corporation owned directly or
indirectly by the stockholders of the Company in
substantially the same proportion as their
ownership of stock of the Company) is or becomes
the "beneficial owner" (as defined in Rule 13d-3
under the Exchange Act), directly or indirectly, of
securities of the Company representing 50% or more
of the combined voting power of the Company's then
outstanding securities;
b) individuals who, as of January 25, 1989, constitute
the Board of Directors of the Company (the
"Incumbent Board") cease for any reason to
constitute at least a majority of the Board,
provided that any person becoming a director
subsequent to January 25, 1989 whose election, or
nomination for election by the Company's
stockholders, was approved by a vote of at least a
majority of the directors then comprising the
Incumbent Board (other than an election or
nomination of an individual whose initial
assumption of office is in connection with an
actual or threatened election contest relating to
the election of the directors of the Company, as
such terms are used in Rule 14a-11 of Regulation
14A under the Exchange Act) shall be, for purposes
of this Section, considered a member of the
Incumbent Board;
c) the stockholders of the Company approve a merger or
consolidation of the Company with any other
corporation, other than (i) a merger or
consolidation which would result in the voting
securities of the Company outstanding immediately
prior thereto continuing to represent (either by
remaining outstanding or by being converted into
voting securities of the surviving entity) more
than 80% of the combined voting power of the voting
securities of the Company or such surviving entity
outstanding immediately after such merger or
consolidation or (ii) a merger or consolidation
effected to implement a recapitalization of the
Company (or similar transaction) in which no
"person" (as hereinabove defined) acquires more
than 50% of the combined voting power of the
Company's then outstanding securities; or
d) the stockholders of the Company approve a plan of
complete liquidation of the Company or an agreement
for the sale or disposition by the Company of all
or substantially all of the Company's assets.
EXHIBIT 10(n)
STANDEX INTERNATIONAL CORPORATION
SUPPLEMENTAL RETIREMENT PLAN
This Supplemental Retirement Plan (the "Plan"), is adopted as
of April 26, 1995 by Standex International Corporation, a Delaware
corporation, with executive offices at 6 Manor Parkway, Salem, New
Hampshire 03079 (the "Company").
ARTICLE 1
PURPOSE
The purpose of the Plan is to provide any participant whose
benefits under the Standex International Corporation Retirement
Plan (the "Retirement Plan") are limited by the Statutory
Limitations (as defined in Article 2), with Supplemental
Retirement Benefits and Supplemental Death Benefits in order to
encourage such employees to continue their employment and to
induce desirable persons to enter into the Company's employ in the
future.
ARTICLE 2
DEFINITIONS
Except as otherwise provided, the following terms shall have
the definitions indicated in this Article 2 whenever used in this
Plan with initial capital letters:
(a) Actuarial Equivalent shall have the same meaning as in
the Retirement Plan.
(b) Administrative Committee shall be the plan administrator
for the Plan appointed under Article 4.
(c) Beneficiary shall have the same meaning as in the
Retirement Plan.
(d) Code shall mean the Internal Revenue Code of 1986, as it
has been or may be amended from time to time.
(e) Early Retirement Benefit shall mean the Participant's
Early Retirement Benefit as defined in the Retirement Plan.
(f) Insolvency of the Company shall mean that the Company is
either:
(i) unable to pay its debts as they mature (or unable to
satisfactorily renegotiate its debt commitments);
(ii) subject to a pending proceeding as a debtor under the
United States Bankruptcy Code, as amended from time
to time; or
(iii) in violation of its debt covenants, which has
resulted in acceleration of its outstanding
obligations under its debt obligations.
(g) Late Retirement Benefit shall mean the Participant's
Late Retirement Benefit as defined in the Retirement Plan.
(h) Normal Retirement Benefit shall mean the Participant's
Normal Retirement Benefit as defined in the Retirement Plan.
(i) Participant shall mean any person employed by the
Company who is a participant in the Retirement Plan of the Company
and whose benefits under the Retirement Plan are limited by the
Statutory Limitations.
(j) Pre-Retirement Death Benefit shall mean the
Participant's Pre-Retirement Death Benefit as defined in the
Retirement Plan.
(k) Retirement Plan shall mean the Standex International
Corporation Retirement Plan, as amended or restated from time to
time.
(l) Required Beginning Date shall have the same meaning as
in the Retirement Plan.
(m) Statutory Limitations shall mean the limitations on
annual compensation and benefits under qualified plans required by
Sections 401(a)(17) and 415(b) and (e) of the Code.
(n) Supplemental Death Benefit shall mean the benefit
payable to a Participant in accordance with Article 3 of this
Plan.
(o) Supplemental Retirement Benefit shall mean the benefit
payable to a Participant in accordance with Article 3 of this
Plan.
(p) Total Disability shall have the same meaning as in the
Company's Long Term Disability Plan.
(q) Vested Retirement Benefit shall mean the Participant's
Vested Retirement Benefit as defined in the Retirement Plan.
ARTICLE 3
BENEFITS
3.1 Supplemental Retirement Benefit. The Company shall pay
in accordance with the provisions of this Article 3 to each
Participant the amount by which (a) the Normal, Early, Late or
Vested Retirement Benefit, as appropriate, that would have been
payable under the Retirement Plan, but for the operation of the
Statutory Limitations, exceeds (b) the Normal, Early, Late or
Vested Retirement Benefit, as appropriate, actually payable under
the Retirement Plan.
3.2 Payment of Lump Sum. If the lump-sum amount which is
Actuarially Equivalent to the Supplemental Retirement Benefit or
the Supplemental Death Benefit of any Participant or Beneficiary
immediately following the Participant's date of termination, death
or Required Beginning Date is $50,000 or less, the Administrative
Committee shall distribute such lump sum to the Participant or
Beneficiary as soon as practical, but in no event later than one
year from the Participant's date of termination, death or Required
Beginning Date in lieu of, and in complete discharge of, such
benefit.
3.3 Form of Benefit. A Participant may elect one of the
following Actuarially Equivalent forms of benefit payment provided
that the form of benefit is identical to the form elected under
the Retirement Plan:
(i) A single life annuity benefit payable monthly for
life to the Participant;
(ii) A 10-year certain benefit providing a reduced monthly
benefit payable for life to the Participant with 120
monthly payments guaranteed; or
(iii) A joint and survivor benefit providing a reduced
monthly benefit payable for life to the Participant,
with 100%, 66 2/3% or 50% of the reduced benefit, as
elected by the Participant, continuing after his/her
death for the remaining lifetime of his/her spouse.
In the event that the Participant elects a form of benefit
under the Retirement Plan which is not contained in subsections
(i), (ii) or (iii) above, the Participant may elect any one of the
above forms of benefit without limitation. Notwithstanding the
foregoing, a Participant may elect the following form of benefit
regardless of the form elected under the Retirement Plan: a
benefit equal to the Actuarial Equivalent of the single life
benefit, payable in up to 120 equal installments to a Participant,
but payable only for the life of the Participant. Payments of
this benefit shall cease upon the first to occur of (i) the
Participant's death or (ii) the completion of 120 payments to the
Participant. This benefit will be calculated by determining the
present value of the single life annuity benefit payable monthly
for life (using the UP84 mortality table and an interest rate of
8%) and then calculating the level annuity payable in 120 equal
installments or life, whichever is shorter, (using an interest
rate of 8%, but no mortality).
3.4 Payment of Benefits. Supplemental Retirement Benefits
hereunder shall commence on the same date as payments under the
Retirement Plan, provided, however, that, at the discretion of the
Administrative Committee, distributions to be made hereunder may
be made at such other times, in such other form, and in such other
amounts as the Administrative Committee determines, provided
further that (except as set forth in Section 3.2) in no event
shall payments hereunder commence later than December 31st of the
calendar year immediately following the calendar year containing
the date benefits commence under the Retirement Plan.
3.5 Supplemental Death Benefit. Upon the death of a
Participant prior to commencement of benefits, the Company agrees
to pay to the Beneficiary the amount by which (a) the
Pre-Retirement Death Benefit that would have been payable under
the Retirement Plan, but for the Statutory Limitations, exceeds
(b) the Pre-Retirement Death Benefit actually paid thereunder.
The benefit under this Section 3.4, shall be paid in the form of a
single life annuity benefit commencing on the same date as the
benefit commences under the Retirement Plan.
3.6 Nature of Rights Created. Unless required by the
provisions of Section 3.7, the Company shall not be required to
set aside or segregate any assets of any kind to meet any of its
obligations hereunder. Unless and until the Company decides to
establish a trust to fund the future payment of benefits
hereunder, all obligations of the Company hereunder will be
reflected by book entries only, Participants shall have no rights
on account of this Plan in or to any specific assets of the
Company, and any rights that the Participant may have on account
of this Plan shall be those of a general, unsecured creditor of
the Company.
3.7 Special Provisions in the Event of Change in Control.
As stated in Section 3.6, the Company is not obligated to
segregate a fund, purchase an insurance contract, or in any other
way to fund the future payment of any benefits hereunder.
However, notwithstanding the foregoing, the Company shall
take one of the following actions in the event of a Change of
Control (such decision to be in the sole discretion of the
Company):
(a) Establish a trust of which the Company is treated as the
owner under the Code to provide for the payment of benefits
hereunder, subject to the claims of general creditors in the event
of the Insolvency of the Company and subject to such other terms
and conditions as the Company may deem necessary or advisable to
ensure that benefits are not includable, by reason of the trust,
in the income of trust beneficiaries prior to actual distribution
and that the existence of the trust does not cause the Plan or any
other arrangement to be considered funded for purposes of Title 1
of ERISA (a "grantor trust").
In the event of a Change of Control, the Company shall fully
fund any trust established under this Section 3.7 or established
under Section 3.6 prior to the Change in Control. The Company
shall fully fund such trust by promptly depositing in such trust
sufficient cash so that the fair market value of the assets held
in the trust is not less than the projected benefit obligation of
the Plan as shown in the latest available actuarial valuation
report for financial accounting purposes as of the measurement
date of that report.
(b) In lieu of the foregoing, in the event of a Change in
Control, the Company shall pay out to each retiree, a lump sum
amount equal to the Actuarial Equivalent of his/her remaining
benefit payments under this Plan. In addition, each active
employee who is a Participant shall receive a lump sum benefit
equal to the Actuarial Equivalent of his/her vested accrued
Supplemental Retirement Benefit.
(c) For purposes of this Section, a "Change in Control" will
be deemed to have occurred if such a Change of Control is required
to be reported by the Company under Item 6(e) of Schedule 14A of
Regulation 14A of the Securities and Exchange Act of 1934, as
amended from time to time.
3.8 Benefits Not Assignable. Neither the Participant nor
any Beneficiary, or any other person with a beneficial interest
under this Plan shall have any power or right to transfer, assign,
anticipate, hypothecate or otherwise encumber any part or all of
the amounts payable under this Plan. No such amounts shall be
subject to seizure by any creditor or any such Beneficiary, by a
proceeding at law or in equity, nor shall such amounts be
transferable by operation of law in the event of bankruptcy,
insolvency or death of the Participant, his or her Beneficiary or
any other person with a beneficial interest hereunder. Any such
attempt at assignment or transfer shall be void.
The previous paragraph shall apply to the creation,
assignment or recognition of a right to any benefit payable with
respect to a Participant pursuant to a domestic relations order,
provided, however, that the previous paragraph shall not apply if
such an order is determined to be a qualified domestic relations
order as described in Section 414(p) of the Code, and, provided
further, that benefits under this Plan shall be paid in accordance
with the requirements of any such qualified domestic relations
order.
ARTICLE 4
ADMINISTRATION
4.1 Administrative Committee. This Plan will be
administered by and under the direction of the Administrative
Committee, members of which shall be appointed by the Board of
Directors of the Company in their sole discretion. The
Administrative Committee may, in its sole discretion, adopt, and
may from time to time modify or amend, any rules and guidelines
established and consistent herewith as it may deem necessary or
appropriate for carrying out the provisions and purposes of the
Plan, which, upon their adoption and so long as in effect, shall
be deemed a part hereof to the same extent as if set forth in the
Plan and shall be final and conclusive.
4.2 Interpretation of Plan. The Company and the
Administrative Committee shall have full and sole discretion to
interpret and construe the Plan. The interpretation and
construction of the Plan by the Company or the Administrative
Committee and any action taken thereunder, shall be binding and
conclusive upon all parties in interest. No officer, director,
employee or agent of the Company shall, in any event, be liable to
any person for any action taken or omitted to be taken in
connection with the interpretation, construction or administration
of the Plan, so long as such action or omission to act is made in
good faith. An employee of the Company serving as a member of the
Administrative Committee shall be eligible to participate in the
Plan while serving as such, but no such employee shall vote or act
upon any matter that relates solely to such employee's interest in
the Plan as a Participant.
4.3 Claims Procedure.
(a) Claim. A Participant who believes that he or she is
being denied a benefit to which he or she is entitled under the
Plan (the "Claimant") may file a written request for such benefit
with the Administrative Committee, setting forth his or her claim.
The request must be addressed to the Administrative Committee at
the executive offices of the Company.
(b) Claim Decision. Upon receipt of a claim, the
Administrative Committee shall advise the Claimant that a reply
will be forthcoming within ninety (90) days and shall, in fact,
deliver such reply within such period. The Administrative
Committee may, however, extend the reply period for an additional
ninety (90) days for reasonable cause.
If the claim is denied in whole or in part, the
Administrative Committee shall issue a written opinion, using
language calculated to be understood by the Claimant setting
forth:
(i) the specific reason or reasons for such denial;
(ii) the specific reference to pertinent provisions of
this Plan on which such denial is based; and
(iii) a description of any additional material or
information necessary for the Claimant to perfect his
or her claim and an explanation why such material or
such information is necessary.
ARTICLE 5
MISCELLANEOUS
5.1 No Guarantee of Employment. Nothing contained herein
shall be deemed to give any individual the right to be retained in
the service of the Company or to interfere with the rights of the
Company to discharge any individual at any time, with or without
cause.
5.2 Withholding. Supplemental Retirement Benefits payable
hereunder shall be subject to withholding at the time of such
payment, as shall be required under any income tax or other law,
whether of the United States or any other jurisdiction.
5.3 Amendment or Termination. The Company may amend the
Plan in any manner deemed advisable by it or terminate the Plan,
effective as of the date specified in the instrument of amendment
or termination, without the consent of any Participant, employee
or former participant or employee. No amendment or termination
shall reduce the benefits or any person who has retired under the
Plan before the effective date of the amendment or termination.
5.4 Gender and Number. The masculine pronoun wherever used
herein shall include the feminine gender and the feminine, the
masculine and the singular number as used herein shall include the
plural and the plural and singular, unless the context clearly
indicates a different meaning.
5.5 Titles and Headings. The titles to Articles and
headings of Sections or subsections of this Plan are for
convenience of reference and, in case of any conflict, the text of
the Plan, rather than titles and headings, shall control.
5.6 Governing Law. The validity, construction and effect of
the provisions of this Plan in all respects shall be governed and
regulated according to and by the laws of the State of New
Hampshire (excluding its choice of law rules) and to the extent
the laws of New Hampshire are superseded by the laws of the United
States of America, by the laws of the United States of America.
IN WITNESS WHEREOF, the Company has executed this Plan, such
execution first having been duly authorized by the Board of
Directors of the Company.
STANDEX INTERNATIONAL CORPORATION
By:
Title:
<TABLE>
EXHIBIT 11
<CAPTION>
STANDEX INTERNATIONAL CORPORATION AND SUBSIDIARIES
COMPUTATION OF PER SHARE EARNINGS
For Years Ended June 30,
1995 1994 1993 1992 1991
<S> <C> <C> <C> <C> <C>
Average market price during the years $ 30.13 $ 25.03 $ 18.97 $ 12.93 $ 11.80
Proceeds that would be received upon exercise of the
average stock options at applicable exercise price... $ 6,487,549 $ 5,213,551 $ 6,145,961 $ 9,992,831 $ 6,335,883
Average applicable stock option shares outstanding..... 473,143 522,579 670,131 1,144,378 815,688
Shares that would be redeemed at average market price
under the "treasury stock" method ................... 214,030 212,435 329,154 800,616 528,854
Net additions for share equivalents ................... 259,113 310,144 340,977 343,762 286,834
Average shares outstanding ............................ 14,281,363 14,983,207 16,034,987 17,492,814 18,971,636
Average shares outstanding and share equivalents ...... 14,540,476 15,293,351 16,375,964 17,836,576 19,258,470
Per Share Earnings .................................... $ 2.64 $ 1.78 $ 1.47 $ 1.23 $ 1.05
Note: All share and per share data have been adjusted, where appropriate, to reflect the May, 1993 two-for-one stock split.
</TABLE>
Standex International is a diversified manufacturer producing and marketing a
wide variety of useful, quality products. The Company enjoys a broad and
well-balanced earnings base by virtue of its strong market position in
selected areas of operation.
Three Product Groups - Institutional Products, Industrial Products, and
Graphics/Mail Order - are comprised of ten operating divisions.
The Company operates 87 plants located in 14 countries, and its products are
sold throughout the world.
Standex's policy of balanced diversification - coupled with aggressive
management and conservative financial techniques - has enabled the Company to
achieve above average growth in sales and earnings since its founding in 1955.
In August of this year Standex paid its 124th consecutive quarterly dividend.
This represents 31 years of uninterrupted dividend payments since first
becoming a public corporation in 1964.
<TABLE>
<CAPTION>
Financial Highlights
Year Ending June 30 1995 1994 1993 1992 1991
Operations
<S> <C> <C> <C> <C> <C>
Net Sales $569,292,824 $529,399,483 $506,312,331 $477,216,161 $481,700,906
Net Income 38,320,175 27,147,163 24,011,998 21,913,103 20,175,991
Return on Sales 6.7% 5.1% 4.7% 4.6% 4.2%
Return on Equity 29.0% 22.8% 19.8% 16.0% 14.5%
Depreciation 12,355,863 12,477,651 12,869,607 11,921,519 12,016,700
Interest Expense 8,367,075 5,937,960 5,597,049 6,565,160 7,901,980
Per Share Data*
Net Sales $ 39.15 $ 34.62 $ 30.92 $ 26.75 $ 25.01
Earnings 2.64 1.78 1.47 1.23 1.05
Book Value 9.45 8.16 7.99 8.27 7.71
Dividends .63 .52 .43 .38 .36
Average Shares
Outstanding 14,540,476 15,293,351 16,375,964 17,836,576 19,258,470
*Adjusted for May, 1993 two-for-one stock split
</TABLE>
RETURN ON EQUITY
The Return on Equity chart is calculated by dividing net
income for the fiscal by stockholders' equity as of the end
of the year. The chart shows the following returns on
equity:
Fiscal 1991 14.5%
Fiscal 1992 16.0%
Fiscal 1993 19.8%
Fiscal 1994 22.8%
Fiscal 1995 29.0%
EARNINGS PER SHARE
The Earnings Per Share chart is calculated by dividing
the net income for the fiscal year by the average shares
outstanding for the year. The chart shows the following
earnings per share:
Fiscal 1991 $1.05
Fiscal 1992 $1.23
Fiscal 1993 $1.47
Fiscal 1994 $1.78
Fiscal 1995 $2.64
DIVIDEND HISTORY
The Dividend History chart reflects the dividends paid
per share for each fiscal year. The chart shows the
following dividends:
Fiscal 1991 $0.36
Fiscal 1992 $0.38
Fiscal 1993 $0.43
Fiscal 1994 $0.52
Fiscal 1995 $0.63
To Our Stockholders
Fiscal 1995 turned out to be an outstanding year for Standex. For the year
just ended, sales, net income, return on equity, and earnings per share all
reached record levels.
Operating Results:
For the fiscal year ended June 30, Standex reported sales of $569,293,000 - a
7.5% increase over fiscal 1994 revenues of $529,399,000. Shipments increased
by $40 million, despite the sale of a substantial operating unit early in the
year. Net income rose 41.2% to $38,320,000 compared with $27,147,000 generated
during the previous year. With a reduced number of shares outstanding,
earnings per share increased 48.3% to a new high of $2.64 per share. After
excluding non-recurring income, total dollar income is still ahead by
$7,830,000 or 28.8%, while earnings per share advanced 35.4% to $2.41 per
share, compared to $1.78 reported for fiscal 1994.
Stockholders' Equity increased by $13,420,000 over the past twelve Months,
despite the expenditure of $23,912,350 to buy back shares of Standex common
stock, and the payment of $8,994,000 in dividends. Return on equity reached a
new high of 29.0%, and has now doubled over the past four years.
The Corporation continues to commit capital aggressively for the expansion and
upgrading of existing production facilities, as well as the development of
additional manufacturing sites. Over the past twelve months $12,006,000 was
invested in new plant and equipment. Capital expenditures over the past five
years have totaled $65,424,000, and this level of investment spending is
expected to continue. We do expect, however, that capital requirements for the
foreseeable future can be funded primarily through depreciation charges.
Dividend Increases:
The continued strong growth in Corporate earnings again allowed the Board of
Directors to increase the dividend twice during fiscal 1995, for a total
increase of 21.4%. This is the third consecutive year in which the dividend
has been increased twice, and is an obvious reflection of the Board's
confidence in the ability of the Corporation to generate a strong cash flow.
Stockholder Return:
The Corporation continued to buy-in shares during fiscal 1995. For the twelve
month period ended June 30, 1995, an additional 802,761 shares were acquired
at a cost of $23,912,350. Since the inception of this program in fiscal 1985,
a total of 17,265,602 shares have been acquired for a total expenditure of
$218,877,100. This works out to an average cost of $12.68 per share and has
cut the number of shares outstanding by more than half.
An interesting measure of the cash flow being generated from operations is
that while the total debt on June 30, 1995, was $115,165,456, the amount which
has been expended on the stock purchase program totaled $218,877,100.
Obviously if no shares had been purchased, the balance sheet would show zero
debt, and cash balances would exceed $100 million.
A Final Word:
There are obviously many different ways to be successful. Over the years,
Standex has evolved a corporate structure which functions very effectively
through a wide variety of economic conditions. Since first becoming a public
corporation in 1964 the Company has grown steadily, and the primary goal has
always been to create value for our shareholders. That is still our primary
goal, and we feel confident that we can continue to do so.
/S/THOMAS L. KING
Thomas L. King
Chairman and Chief Executive Officer
/S/EDWARD J. TRAINOR
Edward J. Trainor
President and Chief Operating Officer
[DESCRIPTIONS OF PICTURES BELOW]
Above: Chairman and Chief Executive Officer Thomas L. King Bottom
left: President and Chief Operating Officer, Edward J. Trainor
Left margin:
Performance Graph
The following graph compares the cumulative total stockholder return on
the Company's Common Stock as of the end of each of the last five fiscal years
with the cumulative total stockholder return on the Standard & Poor's
Manufacturing (Diversified Industry) Index and on the Russell 2000 Index,
assuming an investment of $100 in each at their closing prices on June 30,
1990 and the reinvestment of all dividends:
Standex S&P
Measurement Period International Russell Manufacturing
Fiscal Year Covered Corporation 2000 (Div. Ind.)
Measurement Pt.-6/30/90 $100 $100 $100
FYE 6/30/91 $ 98 $101 $106
FYE 6/30/92 $139 $116 $105
FYE 6/30/93 $181 $146 $124
FYE 6/30/94 $234 $152 $139
FYE 6/30/95 $287 $183 $183
Industrial Products Group:
The Industrial Products Group includes Roehlen/Europe, Roehlen/North America,
Standex Precision Engineering and Standex Electronics. These divisions
accounted for 26% of total Corporate sales and 37% of operating income for
fiscal 1995, compared with 28% of sales and 30% of operating income for the
previous fiscal year.
Standex Electronics is headquartered in the United Kingdom with additional
production facilities located in the United States and Mexico. The division is
a fully integrated manufacturer of electronic components and assemblies for
the telecommunications, automotive, appliance, industrial and military power
supply, and security industries.
The two Roehlen Industries units enjoy a worldwide position of pre-eminence in
the use of Texturization (registered trade mark) to produce a variety of
decorative effects on plastics, rubber, metal, paper and wallboard. The
Texturization (registered trade mark) is produced through the use of engraved
embossing rolls and plates, from plants located in the United States, France,
Germany, the United Kingdom, Spain, Portugal and Australia.
Mold-Tech, which is part of the Roehlen Industries Group, is the world's
leading engraver of textured patterns on molds and dies to achieve decorative
effects on molded products. Operations include 18 separate facilities located
in major tooling centers of Europe, North America and Asia.
Procon (registered trade mark) pumps are manufactured at plants located in
Tennessee and in Ireland. These rotary vane pumps are widely used in the
beverage industry for the carbonation of soft drinks, and for the operation of
espresso coffee machines. Additional diverse end uses include welding coolant
systems and kidney dialysis machines.
B.F. Perkins is a prominent manufacturer of web product finishing machinery
for the paper, textile, non-woven and magnetic tape industries.
Spincraft is a leader in the power spinning of various metals. Company plants
in Wisconsin and Massachusetts form and fabricate a wide variety of alloys
into components utilized in gas turbines, aircraft engines, nuclear reactors
and many other products.
Custom Hoists of Hayesville, Ohio manufactures single and double acting
telescopic and piston rod hydraulic cylinders. The cylinders are sold to OEM's
manufacturing dump trucks, trash collection vehicles, lift trucks and other
mobile units requiring hydraulic power.
[DESCRIPTION OF PICTURES BELOW]
Above right: Procon pumps are used in espresso coffee machines
Below: Reed-switch production at Standex Electronics
Above: Mold-Tech textures automotive interiors for virtually all of the
industry's major manufacturers [picture of car interior steering wheel and
dashboard] Below right: Custom Hoists' hydraulic cylinders as used on
aircraft servicing carts.
Institutional Products Group:
The Institutional Products Group is composed of Standex Institutional
Products, Standex Air Distribution Products and Standex Commercial Products.
During fiscal 1995 these three divisions represented 47% of total Corporate
sales and 43% of total operating income. This compares with 46% of sales and
50% of operating income during fiscal 1994.
Master-Bilt manufactures a complete line of commercial refrigeration
equipment, ranging from small ice cream dipping cabinets all the way up to
large refrigerated warehouses. Two additional facilities were brought on line
during fiscal 1995 as new product lines were added. Master-Bilt now operates
four factories in Mississippi and one in Tennessee, totaling 726,000 square
feet.
Snappy Air Distribution Products produces pipe, duct and fittings for heating,
ventilating and air-conditioning residential housing. Headquartered in
Minnesota, the company has an additional production facility in Colorado, and
in May 1995 acquired Metal Products Manufacturing, Inc. of Milwaukie, Oregon.
This new facility will strengthen Snappy's market penetration in the Pacific
Northwest.
USECO and General Slicing are both located in Murfreesboro, Tennessee. USECO
custom designs and manufactures feeding systems for institutions with large
food service requirements, such as schools, hospitals and prisons. General
Slicing manufactures and/or distributes a variety of slicers, meat grinders,
vegetable shredders and heavy duty food waste disposers. The fast food
industry is a major customer.
The Toastswell Company of St. Louis, Missouri manufactures a broad line of
commercial toasters, waffle irons, griddles and food warmers for the
restaurant industry.
H.F. Coors, from its factory in Los Angeles, produces china and cookware for
restaurants and hotels. The Mason Candlelight Company, headquartered in New
Jersey, supplies candles and candle lamps for table top lighting, to many of
those same markets.
National Metal Industries, located in Springfield, Massachusetts, produces a
wide variety of fabricated metal products and specialty hardware. Products
include Christmas tree stands, copier work stations, metal storage cabinets
and custom precision stampings.
Williams Healthcare Systems, with production facilities in Elgin, Illinois and
Lenexa, Kansas, is the world's leading manufacturer of chiropractic and
traction tables. The company also produces a line of electrotherapy and
ultrasound equipment for the related but broader physical therapy market.
BK Industries of South Carolina, and Barbecue King of England, produce
commercial barbecue oven/rotisseries, pressure fryers, cook and hold ovens,
doughnut fryers and display merchandisers. Principal markets are fast food
outlets, delicatessens, supermarkets and convenience stores.
Jarvis Caster Group is a major producer of institutional and industrial
casters and wheels for the North American market. Production facilities are
located in Massachusetts, Michigan and California, with assembly and
distribution sites, under the "Can-Am" name, in Montreal, Toronto and
Vancouver. A major expansion of the Michigan factory was completed during this
past fiscal year.
Federal Industries, headquartered in Wisconsin, manufactures both refrigerated
and non-refrigerated display cases for the food service industry. The company
enjoys a particularly strong market position in the bakery industry with a
broad line of proofers, dough retarders and freezers. Reach-in glass door
merchandisers are also produced for the supermarket and convenience store
trade.
[DESCRIPTION OF PICTURES BELOW]
Above right: USECO's Cook/ Chill system Below: Snappy manufactures pipe, duct
and fittings for heating, ventilating and air conditioning [picture of pipe,
duct and fittings]
Above right: Master-Bilt's Rack Refrigeration Systems
Below: General Slicing vegetable shredders
Above top: Williams. new Combi MTS table Above bottom: Christmas tree stands
made by National Metal Industries Barbecue King's commercial barbecue
oven/rotisseries
Above: Jarvis/Pemco supplies plastic wheels to every shopping cart
manufacturer in North America [picture of shopping cart]
Right: Federal Industries' bakery display cases
Graphics/Mail Order Group:
The Graphics/Mail Order Group consists of Standard Publishing, James Burn
International and Crest Fruit Company. These three units accounted for 27% of
Corporate sales and 20% of operating income during fiscal 1995. This compares
with 26% of sales and 20% of operating income during fiscal 1994.
Standard Publishing, founded in 1866, is headquartered in Cincinnati, Ohio,
and is the leading publisher of nondenominational religious curricula and
Vacation Bible School (VBS) programs in the United States. A new children's
Bible was introduced during this past year and was enthusiastically received.
The company also operates a chain of Berean (registered trade mark) Christian
Stores which distribute religious literature and supplies to churches, school
systems and individuals. Standard Publishing is also a major commercial
printer. A substantial amount of printing work is done for other religious
publishers as well as direct mail catalogs and other materials (including this
Annual Report) for commercial and industrial accounts.
Doubleday Bros. & Co., headquartered in Kalamazoo, Michigan, was founded in
1898 and was acquired by Standex in 1967. The company produces a broad range
of custom continuous forms for business, as well as specialized forms and
election equipment and supplies for county and state governments.
James Burn International manufactures two distinct mechanical binding systems.
Wire-O (registered trade mark) is a double loop wire binding system utilized
in a wide range of products including computer manuals, diaries, calendars and
cookbooks. Mult-O (registered trade mark) is a multiple ring binding system
used for high quality binding. James Burn also designs and manufactures
punches and wire binding machinery for use with the Wire-O binding system. A
new, high speed punch introduced this past year has gained wide acceptance in
quick print and document reproduction centers. James Burn operates
manufacturing facilities in the United States, England and France with
warehousing and distribution facilities in Germany, Sweden and Spain.
Crest Fruit is the nation's leading mail order marketer of Texas "Ruby Red"
grapefruit. Catalog offerings also include a broad variety of other food
items. Gift packages comprise much of the business during the Christmas
season, but sales are generated steadily throughout the year through "clubs"
which ship to members on a regular basis.
[DESCRIPTION OF PICTURES BELOW]
Doubleday election supplies have been used throughout the State of Michigan
for over 50 years
Above: James Burn double loop wire binding shown on various computer manuals
Right: Standex continues to expand the chain of Berean Stores [picture of
Berean Bookstore]
Management's Discussion and Analysis
Liquidity and Capital Resources
During the fiscal year ended June 30, 1995, the Company sold a German
subsidiary for net proceeds of $13.6 million. In addition, the Company
formulated a plan to dispose of, 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 $37.5 million, were used to purchase $23.9 million of the Company's
Common Stock, fund property, plant and equipment expenditures of $12.0 million
and pay $9.0 million in cash dividends to the Company's stockholders. The
remaining net proceeds and net operating cash flows were primarily 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.
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.
Net Cash Provided by Operating Activities was $37.5 million in 1995 as
compared to $18.2 million in 1994. The increase of $19.3 million in 1995 from
1994 was caused by several factors. Net Income rose $11.2 million, of which
$7.8 million was due to growth in business activity. Accounts payable grew
$9.2 million due mainly to an increase in inventory. This rise was
necessitated by the need to support the growth in Net Sales reported by both
the Graphics/Mail Order and Institutional segments, which is discussed below,
as well as to meet increased customer demand anticipated in fiscal 1996. In
addition, accrued income taxes rose $5.9 million primarily due to the increase
in income for the year.
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. In
addition, the financial covenants were substantially reduced. All other
conditions and warranties remained substantially unchanged from the prior
Revolving Credit Agreement.
At June 30, 1995, the Company had the ability to borrow an additional
$62.2 million under the existing bank credit agreement. The Company believes
that this resource, along with the Company's internally generated funds, will
be sufficient to meet its anticipated needs for the foreseeable future. The
Company's existing bank credit agreement is described in the footnotes to the
Consolidated Financial Statements.
<TABLE>
Operations
<CAPTION>
Net Sales by Industry Segment
(In thousands) 1995 Change 1994 Change 1993
<S> <C> <C> <C> <C> <C>
Graphics/Mail Order $152,723 10.1% $138,738 (4.6)% $145,558
Institutional 267,059 10.8 241,054 13.8 211,682
Industrial 149,508 (.1) 149,607 .3 149,067
Operating Income by Industry Segment
(In thousands) 1995 Change 1994 Change 1993
Graphics/Mail Order $ 15,556 35.5% $ 11,484 (13.9)% $ 13,342
Institutional 33,943 19.6 28,379 12.9 25,125
Industrial 28,629 68.9 16,955 7.2 15,810
</TABLE>
Fiscal 1995 as Compared to Fiscal 1994
Net Sales increased $39.9 million, or 7.5%, for the year ended June 30, 1995
as compared to the fiscal year ended 1994. During the fiscal year, a number
of divisions implemented sales price increases to help offset rises in
material prices. Although it is difficult to quantify the impact of the
sales price increases on Net Sales, management believes the majority of the
growth in Net Sales is due to an increase in unit volume. In addition,
although changes in annual average exchange rates from 1994 to 1995 had a
positive impact on Net Sales in 1995, the total effect was not significant.
The Institutional segment reported the largest increase in Net Sales of
$26.0 million for the year ended June 30, 1995. The majority of this
segment's divisions reported growth in Net Sales as compared to fiscal 1994.
The Commercial Products Group and Jarvis Caster Group reported the most
significant gains in Net Sales due to increased customer demand and the
introduction of new products.
The Graphics/Mail Order segment registered a $14.0 million, or 10.1%,
rise in Net Sales for the year ended June 30, 1995 as compared to the prior
fiscal year. James Burn International, Standard Publishing and Berean
Christian Stores accounted for the majority of this sales growth which was
due to improved worldwide customer demand and the introduction of new
products.
For the year ended June 30, 1995, the Industrial segment experienced a
slight decline in Net Sales due mainly to the sale of a German subsidiary in
the first quarter of fiscal 1995. The absence of this subsidiary's Net Sales
was offset by growth reported by the majority of reporting units within this
group. This increase in Net Sales was primarily caused by the improved
economic conditions worldwide.
The Gross Profit Margin percentage increased from 32.7% in 1994 to 33.8%
in 1995. The Gross Profit Margin percentages reported by the Institutional
and Graphics/Mail Order segments both rose slightly. However, the Industrial
segment registered an increase in the Gross Profit Margin percentage of 2.4%
primarily due to increased sales volumes at certain units and improved
operating efficiencies.
Selling, General and Administrative Expense (SG&A) rose approximately
$6.2 million in 1995 as compared to 1994. However, as a percentage of Net
Sales, SG&A decreased slightly from 23.4% of Net Sales in 1994 to 22.9% in
1995. All three segments reported a decline in SG&A as a percentage of Net
Sales. Both the Graphics/Mail Order and Institutional segments reported a
dollar increase in SG&A due to their growth in business activity discussed
above. These increases were offset by a decrease in expenses reported by the
Industrial segment primarily due to the sale of one of its units.
For the year ended June 30, 1995, Depreciation and Amortization Expense
decreased slightly. This expense was $12.4 million in 1995, versus $12.5
million in 1994. The Graphics/Mail Order and Institutional Segments reported
slight increases in Depreciation and Amortization Expense. However, these
increases were offset by a 10.9% decline in Depreciation and Amortization
Expense reported by the Industrial segment due to fewer reporting units.
Interest Expense increased $2.4 million in 1995. This was caused by
higher interest rates and increased borrowings during the year. The weighted
average interest rate on borrowings increased to 5.7% in 1995 versus 3.8% in
1994.
The above factors resulted in an improvement in Income Before Income
Taxes of approximately $15.6 million, or 36.9%, in 1995 as compared to 1994.
The most significant increase in Operating Income was reported by the
Industrial segment mainly due to the net gain on the disposition of
businesses and product lines previously discussed. This net gain is also
included in the Non-U.S. Operating Income reported in the Industry Segment
Information Note to the Consolidated Financial Statements.
The effective tax rate decreased in 1995 to 33.7% versus 35.7% in 1994.
The decline in the effective tax rate is primarily due to the increased use
of foreign tax credits and tax benefits generated by UK subsidiaries. Due to
the above factors, Net Income rose $11.2 million, or 41.2%.
Fiscal 1994 as Compared to Fiscal 1993
Net Sales increased $23.1 million, or 4.6%, for the year ended June 30, 1994
as compared to the fiscal year ended 1993. Changes in unit volume, and not
prices, were primarily responsible for the variation in Net Sales reported
for each segment.
As shown in the table above, only the Graphics/Mail Order segment
reported a decline in Net Sales for the fiscal year ended June 30, 1994.
The Institutional segment reported record Net Sales for the year ended
June 30, 1994 with a $29.4 million, or 13.8% increase. The majority of this
segment's divisions experienced improvement in Net Sales as compared to
fiscal year 1993. However, this segment's Master-Bilt Products division
reported the single greatest improvement due to the increased sales strength
of a product line which was introduced during fiscal year 1993. The Jarvis
Caster Group and Snappy Air Distribution Products also reported noteworthy
rises in Net Sales due to increased customer demand.
The Graphics/Mail Order segment registered a $6.8 million, or 4.6%,
decline in Net Sales partially due to the cyclical nature of its Doubleday
Bros. & Co. division. The sluggish European economy and the decline in the
average annual exchange rates of many European currencies against the dollar
in 1994, as compared to 1993, has resulted in a decrease in Net Sales
reported by this segment's James Burn Group.
Net Sales reported by the Industrial segment rose slightly in fiscal
1994. A noteworthy improvement in Net Sales was reported by this segment's
Standex Electronics division. However, this growth was offset by a decline
in Net Sales reported by other operations. The European recession,
particularly in the automotive industry, negatively impacted the Company's
Roehlen Industries - Europe operations. Also, weakness in U.S. defense
related industries has resulted in a decline in Net Sales reported by this
segment's Spincraft operations.
The Gross Profit Margin percentage registered a slight decrease from
33.2% in 1993 to 32.7% in 1994. The Gross Profit Margin percentage reported
by the Industrial and Graphics/Mail Order segments remained consistent with
the prior year. The Institutional segment reported a slight decrease in the
Gross Profit Margin percentage from 28.6% in 1993 to 28.1% primarily due to
competitive pressures on profit margins.
Selling, General and Administrative Expense (SG&A) rose approximately
$1.4 million in 1994 as compared to 1993. However, as a percentage of Net
Sales, SG&A decreased from 24.2% in 1993 to 23.4%. The Institutional segment
reported an increase in SG&A in direct proportion with its growth in Net
Sales. This increase was offset by a decrease in expenses reported by the
Graphics/Mail Order and Industrial segments. Due to the respective decline
and stabilization of Net Sales reported by these two segments, management
implemented cost reduction programs during the year which resulted in a
decline in these expenses.
In 1994, a slight decrease was experienced in Depreciation and
Amortization Expense. This expense was $12.5 million in 1994, versus $12.9
million in 1993. There were no significant changes within any segment.
Despite an increase in borrowings, Interest Expense increased only slightly
in 1994. This is primarily due to lower interest rates in the first eight
months of fiscal 1994 as compared to the same period in 1993.
The above resulted in an improvement in Income Before Income Taxes of
approximately $4.8 million, or 12.7%, in 1994 as compared to 1993.
The effective tax rate remained fairly stable at 35.7% in 1994 which
represented a slight decline from the 35.9% effective tax rate reported in
1993.
Due to the above factors, Net Income rose $3.1 million, or 13.1%.
Other Matters
Inflation was a much bigger factor in 1995 for several of our divisions,
primarily in the United States. The total impact is not quantifiable;
however, it is not believed significant for the Company overall. Price
increases were implemented where possible to help offset these cost
increases. In the prior year, inflation had a minimal effect because of the
relatively flat economic conditions worldwide.
Environmental matters - The Company is a party to various claims and legal
proceedings, generally incidental to its business and has recorded an
appropriate provision for the resolution of such matters. As stated in the
Notes to the Consolidated Financial Statements, the Company believes that
its provision is sufficient to cover any future payment, including legal
costs, under such proceedings.
New Accounting Pronouncements
In May 1993, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 114, "Accounting by
Creditors for Impairment of a Loan." In October 1994, the FASB issued SFAS
No. 118, "Accounting by Creditors for Impairment of a Loan - Income
Recognition and Disclosures." The Company has evaluated these standards and
has determined that they have no application.
In October 1994, the FASB issued SFAS No. 119, "Disclosure about
Derivative Financial Instruments and Fair Value of Financial Instruments."
This standard has been adopted by the Company. Comments regarding the
Company's program are included in the Notes to the Consolidated Financial
Statements.
In March 1995, the FASB issued SFAS No. 121, "Accounting for the
Impairment of Long-Lived Assets and For Long-Lived Assets to Be Disposed
Of." The Company has evaluated this standard and determined that it will not
materially effect the Company's financial condition or operating results.
<TABLE>
<CAPTION>
Five-Year Financial Review
Standex International Corporation and Subsidiaries
(In thousands, except per share data)
1995 1994 1993 1992 1991
Year Ended June 30
Summary of Operations
<S> <C> <C> <C> <C> <C>
Net sales $569,293 $529,399 $506,312 $477,216 $481,701
Gross profit margin 192,540 172,979 168,309 156,727 156,787
Interest expense 8,367 5,938 5,597 6,565 7,902
Income before
income taxes 57,803 42,222 37,450 33,659 32,620
Provision for
income taxes 19,483 15,075 13,438 11,746 12,444
Net income 38,320 27,147 24,012 21,913 20,176
________ ________ ________ ________ _______
Per Share Data*
Net sales 39.15 34.62 30.92 26.75 25.01
Earnings 2.64 1.78 1.47 1.23 1.05
Dividends paid .63 .52 .43 .38 .36
Book value 9.45 8.16 7.99 8.27 7.71
Average shares
outstanding 14,540 15,293 16,376 17,837 19,258
________ ________ ________ ________ ________
June 30
Financial Condition
Working capital 143,135 126,803 109,128 110,994 104,285
Current ratio 2.85 2.81 2.49 2.49 2.43
Property, plant and
equipment - net 84,528 89,697 90,919 94,871 86,182
Total assets 342,702 323,721 308,569 316,566 297,418
Long-term debt 111,845 112,854 94,416 86,699 70,133
Stockholders' equity 132,352 118,932 121,524 137,010 138,688
________ ________ ________ ________ ________
</TABLE>
<TABLE>
<CAPTION>
Sales and Earnings By Quarter
Year Ended June 30 (Unaudited)
(In thousands, except per share data)
1995 1994
First Second Third Fourth First Second Third Fourth
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net sales $140,591 $143,937 $141,575 $143,190 $127,338 $133,493 $130,892 $137,676
Gross profit
margin 45,955 50,525 46,845 49,215 41,022 45,773 42,037 44,147
Net income 11,801 9,026 8,058 9,435 6,310 7,087 6,231 7,519
Earnings per
share .80 .62 .56 .66 .41 .46 .41 .50
_________ _________ _________ _________ ________ _______ ________ ________
</TABLE>
<TABLE>
Common Stock Prices and Dividends Paid
<CAPTION>
Common Stock Price Range
1995 1994 Dividends Per Share
High Low High Low 1995 1994
<S> <C> <C> <C> <C> <C> <C>
First quarter $28 1/4 $24 5/8 $23 1/2 $18 1/2 $.14 $.12
Second quarter 32 5/8 26 1/4 27 3/4 20 1/8 .16 .13
Third quarter 32 5/8 30 29 5/8 24 7/8 .16 .13
Fourth quarter 32 1/8 29 30 3/8 25 5/8 .17 .14
_____ _____ _____ _____ _____ ____
</TABLE>
<TABLE>
<CAPTION>
Distribution of the 1995 Sales Dollar
<S> <C> <C>
Materials and services $312,154,000 55%
Wages, salaries and employee benefits 178,613,000 31
Depreciation and amortization 12,356,000 2
Interest on borrowed money 8,367,000 2
Income taxes 19,483,000 3
Reinvested in the Company 29,326,000 5
Dividends to stockholders 8,994,000 2
___________ _____
Total $569,293,000 100%
___________ ____
*Adjusted for May, 1993 two-for-one stock split.
</TABLE>
<TABLE>
Statements of Consolidated Income
<CAPTION>
Standex International Corporation and Subsidiaries
Year Ended June 30 1995 1994 1993
Revenue
<S> <C> <C> <C>
Net sales $569,292,824 $529,399,483 $506,312,331
Net gain (loss) on disposition
of businesses and product lines 5,426,231 478,987 (489,341)
Interest and other 1,107,075 1,229,396 579,143
_____________ _____________ _____________
Total revenue 575,826,130 531,107,866 506,402,133
_____________ _____________ _____________
Costs and Expenses
Cost of products sold 367,118,405 346,491,082 327,933,270
Selling, general and
administrative 130,181,612 123,979,010 122,552,209
Depreciation and amortization 12,355,863 12,477,651 12,869,607
Interest 8,367,075 5,937,960 5,597,049
_____________ _____________ _____________
Total costs and expenses 518,022,955 488,885,703 468,952,135
_____________ ______________ _____________
Income Before Income Taxes 57,803,175 42,222,163 37,449,998
Provision for Income Taxes 19,483,000 15,075,000 13,438,000
_____________ _____________ _____________
Net Income $ 38,320,175 $ 27,147,163 $ 24,011,998
____________ ____________ ___________
Earnings Per Share $ 2.64 $ 1.78 $ 1.47
</TABLE>
<TABLE>
Statements of Consolidated Stockholders' Equity
<CAPTION>
Additional Cumulative
Paid-in Retained Translation Treasury Stock
Common Stock Capital Earnings Adjustment Shares Amount
<S> <C> <C> <C> <C> <C> <C>
Balance, June 30, 1992 $20,988,209 $ 6,308,449 $224,274,911 $ 4,850,367 5,710,413 $ (118,572,274)
Two-for-one stock split 20,988,208 (6,932,183) (14,056,025) 5,710,413
Stock issued for stock options and
employee stock purchase plan
net of related income tax benefit 623,734 (341,464) 3,687,670
Treasury stock acquired 1,688,447 (31,895,811)
Net income 24,011,998
Dividends paid (43 cents per share) (6,872,400)
Foreign currency translation adjustment (5,796,771)
__________ _________ ___________ _________ _________ _____________
Balance, June 30, 1993 41,976,417 0 227,358,484 (946,404) 12,767,809 (146,780,415)
Stock issued for stock options and
employee stock purchase plan
net of related income tax benefit 871,128 (263,275) 3,106,090
Treasury stock acquired 897,136 (23,532,338)
Net income 27,147,163
Dividends paid (52 cents per share) (7,800,753)
Foreign currency translation adjustment (2,467,417)
__________ _________ ___________ _________ _________ _____________
Balance, June 30, 1994 41,976,417 871,128 246,704,894 (3,413,821) 13,401,670 (167,206,663)
Stock issued for stock options and
employee stock purchase plan
net of related income tax benefit 1,258,016 (231,921) 2,996,799
Treasury stock acquired 802,761 (23,912,350)
Net income 38,320,175
Dividends paid (63 cents per share) (8,993,908)
Foreign currency translation adjustment 3,751,361
__________ _________ ___________ _________ _________ _____________
Balance, June 30, 1995 $41,976,417 $ 2,129,144 $276,031,161 $ 337,540 13,972,510 $ (188,122,214)
__________ _________ ___________ _________ _________ _____________
Included in Stockholders' Equity at June 30, 1993 is a reduction of approximately $84,000 for
a loan receivable from the Employees' Stock Ownership Trust. Share amounts have been
adjusted to reflect the May 1993 two-for-one stock split, where appropriate. See notes to
consolidated financial statements.
</TABLE>
<TABLE>
Consolidated Balance Sheets
<CAPTION>
Standex International Corporation and Subsidiaries
June 30 1995 1994
Assets
Current Assets
<S> <C> <C>
Cash and cash equivalents $ 9,542,926 $ 5,023,401
Receivables - less allowance of
$2,854,000 in 1995 and $2,587,000 in
1994 90,492,471 83,380,665
Inventories 116,416,518 104,560,817
Prepaid expenses 3,894,692 3,987,588
____________ ___________
Total current assets 220,346,607 196,952,471
____________ ___________
Property, Plant and Equipment
Land and buildings 57,328,242 59,161,556
Machinery and equipment 152,810,659 154,401,695
____________ ___________
Total 210,138,901 213,563,251
Less accumulated depreciation 125,611,163 123,866,069
____________ ___________
Property, plant and equipment - net 84,527,738 89,697,182
____________ ___________
Other Assets
Goodwill - net 15,296,599 16,256,690
Prepaid pension and other 22,530,592 20,814,502
____________ ___________
Total other assets 37,827,191 37,071,192
____________ ___________
Total $342,701,536 $323,720,845
____________ ___________
Liabilities and Stockholders' Equity
Current Liabilities
Current portion of debt $ 3,320,456 $ 9,575,506
Accounts payable 36,414,187 28,711,360
Accrued payroll and employee benefits 19,496,096 18,208,413
Income taxes 4,471,988 2,772,976
Other 13,508,688 10,881,247
____________ ___________
Total current liabilities 77,211,415 70,149,502
____________ ___________
Long-Term Debt - less current portion 111,845,000 112,853,918
____________ ___________
Deferred Income Taxes 12,108,000 13,769,000
____________ ___________
Other Noncurrent Liabilities 9,185,073 8,016,470
____________ ___________
Stockholders' Equity
Common stock - authorized, 30,000,000
shares in 1995 and 1994; par value,
$1.50 per share; issued 27,984,278
shares in 1995 and 1994 41,976,417 41,976,417
Additional paid-in capital 2,129,144 871,128
Retained earnings 276,031,161 246,704,894
Cumulative translation adjustment 337,540 (3,413,821)
Less cost of treasury shares: 13,972,510
shares in 1995 and 13,401,670 in 1994 (188,122,214) (167,206,663)
____________ ___________
Total stockholders' equity 132,352,048 118,931,955
Total $342,701,536 $323,720,845
____________ ___________
See notes to consolidated financial statements.
</TABLE>
<TABLE>
Statement of Consolidated Cash Flows
<CAPTION>
Standex International Corporation and Subsidiaries
Year Ended June 30 1995 1994 1993
Cash Flows from Operating Activities
<S> <C> <C> <C>
Net income $ 38,320,175 $ 27,147,163 $ 24,011,998
Adjustments to reconcile net income
to net cash provided by operating
activities:
Depreciation and amortization 12,355,863 12,477,651 12,869,607
Profit improvement incentive plan 5,836,089 3,662,698 3,064,838
Deferred income taxes (1,661,000) 795,000 606,000
Net pension credit (1,206,000) (837,000) (620,000)
Loss (gain) on sale of investments,
real estate and equipment 92,250 (432,087) 284,928
(Gain) loss on
disposition of businesses (5,426,231) (478,987) 489,341
Increase (decrease) in cash from
changes in assets and liabilities,
net of effect of acquisitions and
dispositions:
Receivables - net (9,300,099) (8,024,312) 261,099
Inventories (15,145,192) (9,254,430) (1,534,022)
Prepaid expenses and other assets 536,722 (2,323,973) (1,458,912)
Accounts payable 9,644,224 459,485 (981,692)
Accrued payroll, employee benefits
and other liabilities (734,555) (3,247,000) 498,789
Income taxes 4,236,307 (1,706,496) (996,557)
___________ ___________ ___________
Net cash provided by
operating activities 37,548,553 18,237,712 36,495,417
___________ ___________ ___________
Cash Flows from (used for) Investing Activities
Expenditures for property
and equipment (12,006,428) (13,237,820) (10,727,300)
Proceeds from sale of investments,
real estate and equipment 546,214 1,915,533 269,394
Proceeds from disposition
of businesses 13,589,000 840,471 -
___________ ___________ ___________
Net cash used for investing
activities 2,128,786 (10,481,816) (10,457,906)
___________ ___________ ___________
Cash Flows from (used for) Financing Activities
Proceeds from additional borrowings 7,877,395 23,502,040 10,978,583
Payments of debt (15,141,363) (6,202,793) (6,165,189)
Stock issued under employee stock
option and stock purchase plans 4,254,815 3,977,218 4,311,404
Cash dividends paid (8,993,908) (7,800,753) (6,872,400)
Purchase of treasury stock (23,912,350) (23,532,338) (31,895,811)
Payments on Employees' Stock
Ownership Trust loan - 83,762 755,939
___________ ___________ ___________
Net cash used for financing
activities (35,915,411) (9,972,864) (28,887,474)
___________ ___________ ___________
Effect of Exchange Rate Changes on
Cash and Cash Equivalents 757,597 (277,716) (522,585)
___________ ___________ ___________
Net Changes in Cash and Cash
Equivalents 4,519,525 (2,494,684) (3,372,548)
Cash and Cash Equivalents at
Beginning of Year 5,023,401 7,518,085 10,890,633
___________ ___________ ___________
Cash and Cash Equivalents at
End of Year $ 9,542,926 $ 5,023,401 $ 7,518,085
___________ ___________ ___________
Supplemental Disclosure of Cash Flow
Information Cash paid during the year
for:
Interest $ 8,033,311 $ 5,856,833 $ 5,633,566
Income taxes 16,946,988 15,919,562 13,718,741
___________ ___________ ___________
See notes to consolidated financial statements.
</TABLE>
Notes to Consolidated Financial Statements
Summary of Accounting Policies
Basis of Consolidation
The accompanying consolidated financial statements include the accounts of
Standex International Corporation and its subsidiaries.
Cash and Cash Equivalents
Includes highly liquid investments purchased with a remaining maturity of
three months or less. Such investments are carried at cost, which
approximates fair value, due to the short period of time until maturity.
Inventories
Inventories are stated at the lower of first-in, first-out cost or market.
Property, Plant and Equipment
Property, plant and equipment are depreciated over their estimated useful
lives using primarily the straight-line method.
Goodwill
The excess of purchase price of acquired companies over the fair value of net
identifiable assets at date of acquisition has been recorded as goodwill and
is being amortized on a straight-line basis over a forty-year period.
Accumulated amortization aggregated $7,368,000 and $6,864,000 at June 30,
1995 and 1994, respectively. The Company annually evaluates the net balance
of goodwill based on the projected operating income of the respective
businesses on an undiscounted cash flow basis.
Foreign Currency Translation
Assets and liabilities of non-U.S. operations are translated into U.S.
dollars at year-end exchange rates. Revenues and expenses are translated
using average exchange rates. The resulting translation adjustment is
reported as a separate component of stockholders' equity. Gains and losses
from non-U.S. currency transactions are included in results of operations.
Forward Foreign Currency Exchange Contracts
Forward foreign currency contracts are used by the Company to protect certain
anticipated foreign cash flows, such as dividends and loan payments from
subsidiaries, against movements in the related exchange rate. The Company
sells the related foreign currency at a fixed price for settlement on or
before the date of the related receipt, and thus protects the dollar value of
the receipt. The Company enters into such contracts for hedging purposes
only. At June 30, 1995, the Company had no significant forward foreign
currency contracts.
Concentration of Credit Risk
The Company is subject to credit risk through trade receivables and
short-term cash investments. Credit risk with respect to trade receivables is
minimized because of the diversification of the Company's operations, as well
as its large customer base and its geographical dispersion. Short-term cash
investments are placed with high credit-quality financial institutions or in
high quality debt securities. The Company limits the amount of credit
exposure in any one institution or type of investment instrument.
Earnings Per Share
Earnings per share are computed based on the average number of shares and
share equivalents outstanding during the year. The weighted average number of
shares used in the determination of earnings per share was 14,540,476,
15,293,351 and 16,375,964 in 1995, 1994 and 1993, respectively. All
references to share and per share data have been adjusted to reflect the
two-for-one stock split in May, 1993.
Reclassifications
Certain prior year amounts have been reclassified to conform to the 1995
financial statement presentation.
<TABLE>
Inventories
<CAPTION>
Inventories are comprised of (in thousands):
1995 1994
<S> <C> <C>
Raw materials $ 38,948 $ 36,765
Work in process 27,510 25,598
Finished goods 49,959 42,198
_______ _______
Total $116,417 $104,561
_______ _______
Debt
Debt is comprised of (in thousands):
1995 1994
Bank credit agreements $112,845 $109,095
Institutional investors 83.4%-unsecured - 10,000
Other 4.3% to 11% (due 1996-2003) 2,320 3,335
_________ ________
Total 115,165 122,430
Less current portion 3,320 9,576
_________ ________
Total long-term debt $111,845 $112,854
________ ________
</TABLE>
Bank Credit Agreements
The Company renegotiated its revolving credit agreement with five banks in
November 1994. The agreement provides for a maximum credit line of
$175,000,000 until October 31, 1999, at which time outstanding loans will be
due and payable. Borrowings under the agreement generally bear interest at
rates which approximate the prime rate. The Company is required to pay a
commitment fee of 0.2% on the average daily unused amount. There were no
borrowings outstanding under the current or the prior revolving credit
agreements during 1995, 1994, or 1993.
In addition, the Company has the option to borrow up to $175,000,000 on
an unsecured short-term basis at rates which are generally below the prime
rate (such rates varied from 4.6% to 6.4% during 1995). Available borrowings
under the revolving credit agreement described above are reduced by
short-term borrowings. The following is a summary of short-term borrowings
(in thousands):
<TABLE>
<CAPTION>
1995 1994 1993
Maximum month-end borrowings during
<S> <C> <C> <C>
the year $122,306 $109,095 $87,848
Average aggregate borrowings during
the year $116,633 $ 97,351 $76,959
Weighted average interest rate for
borrowings outstanding during
the year 5.7% 3.8% 3.8%
Available borrowings at year-end $ 62,155 $ 25,905 $37,629
</TABLE>
The Company may refinance the unsecured short-term borrowings on a long-term
basis under the revolving credit agreement discussed above. As such, the
short-term outstanding borrowings, which are not expected to be paid within a
year, are classified as long-term debt, and the debt repayment schedule as
presented below, is based on the terms of the revolving credit agreement.
Management believes that the recorded amount of both short-term and long-term
borrowings approximate their fair value.
Loan Covenants and Repayment Schedule
The Company's revolving credit agreement contains limited provisions relating
to the maintenance of certain financial ratios and restrictions on additional
borrowings and investments. Debt is due as follows: 1996, $3,320,000; 1997,
$305,000; 1998, $320,000; 1999, $190,000; 2000, $110,105,000; and thereafter
$925,000.
<TABLE>
Accrued Payroll and Employee Benefits
<CAPTION>
This current liability caption consists of (in thousands):
1995 1994
<S> <C> <C>
Payroll $13,070 $13,138
Benefits 4,965 3,540
Taxes 1,461 1,530
_______ _______
Total $19,496 $18,208
_______ _______
</TABLE>
Commitments
The Company leases certain property and equipment under agreements with
initial terms ranging from one to twenty years. Rental expense for the years
ended June 30, 1995, 1994 and 1993 was approximately $6,100,000, $5,900,000
and $5,400,000, respectively. At June 30, 1995, the minimum annual rental
commitments under noncancelable operating leases, principally real estate,
were approximately: 1996, $3,800,000; 1997, $2,400,000; 1998, $1,800,000;
1999, $1,400,000; 2000, $900,000; after 2000, $800,000.
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, in part, 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 such provision is sufficient to cover any future payments,
including legal costs, under such proceedings.
Income Taxes
Effective July 1, 1993, the Company adopted SFAS No. 109, "Accounting for
Income Taxes." Deferred assets and liabilities are recorded for the expected
future tax consequences of events that have been included in the financial
statements or tax returns. The adoption of SFAS No. 109 did not have a
material impact on the Company's consolidated financial statements.
<TABLE>
<CAPTION>
The provision for income taxes consists of (in thousands):
1995 1994 1993
Current:
<S> <C> <C> <C>
Federal $12,433 $8,509 $8,201
State 2,670 2,062 1,640
Non-U.S. 6,041 3,709 2,991
________ _______ _______
Total 21,144 14,280 12,832
Deferred (1,661) 795 606
________ _______ _______
Total $19,483 $15,075 $13,438
________ _______ _______
</TABLE>
Income before income taxes relating to U.S. operations was $35,669,000,
$30,254,000 and $27,862,000 in 1995, 1994 and 1993, respectively. Income
before income taxes for Non-U.S. operations was $22,134,000, $11,968,000 and
$9,588,000 in 1995, 1994 and 1993, respectively.
A reconciliation of the U.S. Federal income tax rate to the effective
income tax rate is as follows:
<TABLE>
<CAPTION>
1995 1994 1993
<S> <C> <C> <C>
Statutory tax rate 35.0% 35.0% 34.0%
Non-U.S. (1.8) (1.1) (1.0)
State taxes 2.8 3.3 3.3
Insurance - net (0.3) (0.5) (0.3)
Other items - net (2.0) (1.0) (0.1)
_____ _____ _____
Effective income tax rate 33.7% 35.7% 35.9%
_____ _____ _____
</TABLE>
<TABLE>
<CAPTION>
Significant components of the Company's net deferred tax liability were as
follows (in thousands):
1995 1994
Deferred tax liabilities:
<S> <C> <C>
Accelerated depreciation $12,792 $12,612
Net pension credit 6,256 5,678
Other items 509 589
Deferred tax assets:
Expense accruals (4,841) (3,357)
Compensation costs (2,608) (1,753)
_______ _______
Net deferred tax liability $12,108 $13,769
_______ _______
</TABLE>
<TABLE>
<CAPTION>
Significant components of deferred income taxes and their related impact on
deferred income tax expense are as follows (in thousands):
1995 1994 1993
<S> <C> <C> <C>
Accelerated depreciation $180 $606 $612
Net pension credit 578 759 621
Compensation costs (855) (509) 28
Expense accruals (1,334) (204) (538)
Other items (230) 143 (117)
_______ _____ _____
Total $(1,661) $795 $606
_______ _____ _____
</TABLE>
At June 30, 1995, accumulated retained earnings of non-U.S. subsidiaries
totaled $29,198,000. No provision for U.S. income and foreign withholding
taxes has been made because it is expected that such earnings will be
reinvested indefinitely or the distribution of any remaining amount would be
principally offset by foreign tax credits. The determination of the
withholding taxes that would be payable upon remittance of these earnings and
the amount of unrecognized deferred tax liability on these unremitted earnings
is not practicable.
Industry Segment Information
The Company is composed of three product groups. These groups are described on
pages 4-11.
Net sales include only transactions with unaffiliated customers and
include no significant intersegment or export sales. Operating income by
product group and geographic area excludes general corporate and interest
expenses. Assets of the Corporate segment consist primarily of cash,
administrative buildings and equipment and other non-current assets.
<TABLE>
<CAPTION>
Net Sales Operating Income
(In thousands) 1995 1994 1993 1995 1994 1993
<S> <C> <C> <C> <C> <C> <C>
Graphics/Mail Order $152,723 $138,738 $145,558 $15,556 $11,484 $13,342
Institutional 267,059 241,054 211,682 33,943 28,379 25,125
Industrial 149,508 149,607 149,067 28,629 16,955 15,810
Corporate and other 3 - 5 (20,325) (14,596) (16,827)
_________ ________ ________ ________ _______ _______
Total $569,293 $529,399 $506,312 $57,803 $42,222 $37,450
_________ ________ ________ ________ _______ _______
</TABLE>
<TABLE>
<CAPTION>
Assets Employed Capital Expenditures
(In thousands) 1995 1994 1993 1995 1994 1993
<S> <C> <C> <C> <C> <C> <C>
Graphics/Mail Order $83,957 $76,250 $75,410 $1,693 $3,031 $1,368
Institutional 149,231 136,117 117,314 6,164 6,521 4,472
Industrial 89,245 95,732 100,071 3,923 3,627 4,816
Corporate and other 20,269 15,622 15,774 226 59 71
_________ ________ ________ ________ _______ _______
Total $342,702 $323,721 $308,569 $12,006 $13,238 $10,727
_________ ________ ________ ________ _______ _______
</TABLE>
<TABLE>
<CAPTION>
Depreciation and Amortization
(In thousands) 1995 1994 1993
<S> <C> <C> <C>
Graphics/Mail Order $ 2,871 $ 2,659 $ 2,802
Institutional 4,735 4,522 4,246
Industrial 4,488 5,036 5,391
Corporate and other 262 261 431
________ ________ ________
Total $12,356 $12,478 $12,870
________ _______ _______
</TABLE>
<TABLE>
<CAPTION>
Financial data related to U.S. and non-U.S. operations:
U.S. Non-U.S.
(In thousands) 1995 1994 1993 1995 1994 1993
<S> <C> <C> <C> <C> <C> <C>
Net sales $473,187 $431,774 $402,274 $96,103 $97,625 $104,033
Operating income 55,436 45,761 44,987 22,692 11,057 9,290
Assets employed 249,158 232,448 207,999 73,275 75,651 84,796
The Corporate segment is excluded from the above table.
</TABLE>
Employee Benefit Plans
Retirement Plans
The Company and its subsidiaries have several company sponsored, funded
retirement plans covering substantially all U.S. and many non-U.S. employees'
Benefits are principally based on an employee's years of service and
compensation during employment. The Company's funding policy with respect to
the U.S. plans is to contribute annually the amount required by the Employee
Retirement Income Security Act of 1974. Non-U.S. plans are funded in accordance
with local requirements.
The periodic pension credit is comprised of the components listed below as
determined using the projected unit credit actuarial cost method (in
thousands):
<TABLE>
1995 1994 1993
Service costs for benefits
<S> <C> <C> <C>
earned during the period $ 3,722 $ 3,913 $ 3,852
Interest cost on projected
benefit obligation 7,734 7,478 6,941
Actual return on plan assets (7,384) 1,217 (9,192)
Net amortization and deferral (5,278) (13,445) (2,221)
________ ________ ________
Net pension credit $(1,206) $ (837) $ (620)
_______ _______ _______
</TABLE>
The following table sets forth the funded status and obligations of the
Company's principal plans at year end, using a measurement date of April 1 (in
thousands):
<TABLE>
1995 1994
<S> <C> <C>
Accumulated vested benefit obligation $ 82,113 $ 79,236
________ ________
Projected benefit obligation 100,561 99,068
Fair value of assets 117,696 113,350
_________ _________
Funded status 17,135 14,282
Unrecognized transition amount (11,884) (13,534)
Unrecognized prior service cost 1,642 1,455
Unrecognized loss (gain) 7,178 8,692
_________ _________
Prepaid pension cost $ 14,071 $10,895
_________ _________
</TABLE>
The accumulated benefit obligation approximated the accumulated vested benefit
obligation in 1995 and 1994. The Company used an assumed weighted average
discount rate of 8.5% for 1995 and 1993 and 8.0% for 1994, and a rate of
increase in future compensation levels of 5% in 1995 and 1994 and 6% in 1993,
in determining the actuarial present value of the U.S. projected benefit
obligation. The expected long-term rate of return on U.S. plan assets was 9% in
1995, 1994 and 1993. At June 30, 1995, U.S. plan assets consisted of equity
securities, U.S. Treasury obligations, corporate bonds and cash equivalents.
For its non-U.S. plans, the Company used assumed weighted average discount
rates ranging from 7.0% to 8.75%, and rates of increase in future compensation
levels ranging from 4.0% to 5.5% in determining the actuarial present value of
the projected benefit obligation. The expected long-term rate of return on plan
assets was 9.5%. As of June 30, 1995, non-U.S. plan assets consist of units in
a pooled investment fund.
Certain U.S. employees are covered by union-sponsored, collectively
bargained, multi-employer pension plans. Contributions and cost are determined
in accordance with the provisions of negotiated labor contracts or terms of the
plans. Pension expense for these plans was $1,142,000, $1,006,000 and $881,000
in 1995, 1994 and 1993, respectively.
Employees' Stock Ownership Plan
The Company has an Employee Stock Ownership Plan covering certain salaried
employees. Amounts provided for this plan are approved by the Board of
Directors and for the years ended June 30, 1995, 1994 and 1993 aggregated
$1,000,000 each year.
Profit Improvement Incentive Plan
The Company has a profit improvement incentive plan in which certain officers
and employees participate. Shares under this plan are issued at the discretion
of the Salary and Employee Benefits Committee of the Board of Directors and are
assigned a value equal to a multiple of earnings per share payable in five
years based upon the net increase in earnings per share over the five-year
period. Each fiscal year, amounts are charged or credited to operations to
reflect this liability. Amounts charged to operations for the years ended June
30, 1995, 1994 and 1993 were $5,836,000, $3,663,000 and $3,065,000,
respectively.
Postretirement Benefits Other Than Pensions
The Company sponsors unfunded postretirement medical and life plans covering
certain full time employees who retire and have attained the requisite age and
years of service. Retired employees are required to contribute toward the cost
of coverage according to various rules established by the Company.
Effective July 1, 1993, the Company adopted SFAS No. 106, "Employers'
Accounting for Postretirement Benefits Other Than Pensions," which requires
accrual of postretirement benefits (such as health care and life insurance
benefits) during the years an employee provides services. Prior to adopting
this standard, the Company recorded the cost of these benefits on a
pay-as-you-go basis. The adoption of SFAS No. 106 increased operating expenses
by $573,000 and $639,000 in 1995 and 1994, respectively.
<TABLE>
Postretirement cost is comprised of the components listed below (in
thousands):
<CAPTION>
1995 1994
Service Costs for benefits earned during
<S> <C> <C>
the period $ 102 $ 119
Interest cost on projected benefit
obligation 654 741
Amortization of transition amount 446 446
_______ _______
Total Postretirement Costs $1,202 $1,306
_______ _______
</TABLE>
<TABLE>
<CAPTION>
The following table sets forth the funded status of the Company's
postretirement benefit plans other than pensions (in thousands):
1995 1994
Accumulated benefit obligation:.
<S> <C> <C>
Retirees $4,324 $4,770
Eligible active employees 2,133 1,921
Other active employees 2,061 2,384
________ _______
Total 8,518 9,075
Unrecognized net loss 733 49
Unrecognized transition obligation (8,039) (8,485)
________ _______
Accrued postretirement cost $ 1,212 $ 639
________ _______
</TABLE>
For both 1995 and 1994, the Company used an assumed discount rate of 8% and an
initial assumed health care cost trend rate of 8.5%, declining gradually to an
ultimate cost rate of 5% for years after 2008. A 1% increase in the assumed
health care cost trend rate would have increased the cost of postretirement
health care benefits by 12.8% and the accumulated benefit obligation at June 30
by $1,092,000 and $726,000 in 1995 and 1994, respectively.
Stock Option and Stock Purchase Plans
Stock Option Plans
At June 30, 1995, 373,520 shares of common stock were reserved for issuance
under the Stock Option Plans. Options may be granted at or below fair market
value as of the date of grant and must be exercised within the period
prescribed by the Salary and Employee Benefits Committee of the Board of
Directors at the time of grant but not later than ten years from the date of
grant. Options granted at fair market value can be exercised any time after six
months from date of grant, and options granted at below fair market value can
only be exercised in accordance with vesting schedules prescribed by the
Committee.
<TABLE>
A summary of options issued under the plans is as follows:
<CAPTION>
No. of Shares
<S> <C>
Outstanding, June 30, 1992
($5.10 to $12.50 per share) 810,650
Granted ($15.82 to $18.38 per share) 48,000
Exercised ($5.10 to $12.50 per share) (255,554)
_________
Outstanding, June 30, 1993
($5.10 to $18.38 per share) 603,096
Granted ($16.00 to $26.00 per share) 37,000
Exercised ($5.10 to $15.81 per share) (177,884)
Cancelled ($7.50 to $12.50 per share) (4,800)
_________
Outstanding, June 30, 1994
($6.75 to $26.00 per share) 457,412
Granted ($22.00 to $31.00 per share) 144,000
Exercised ($6.75 to $16.00 per share) (154,915)
Cancelled ($7.50 to $12.50 per share) (4,600)
_________
Outstanding, June 30, 1995
($6.75 to $31.00 per share) 441,897
_________
Exercisable, June 30, 1995
($6.75 to $31.00 per share) 246,681
_________
</TABLE>
Employee Stock Purchase Plan
The Company has an Employee Stock Purchase Plan which allows employees to
purchase shares of common stock of the Company at a 15% discount from market
value. Shares of stock reserved for the Plan were 205,533 at June 30, 1995.
Shares purchased under this plan aggregated 77,006, 85,391 and 85,910 in 1995,
1994 and 1993, respectively.
Shareholders Rights Plan
The Company has a Shareholders Rights Plan for which purchase rights have been
distributed as a dividend at the rate of one right for each share of common
stock held. The rights may be exercised only if an entity has acquired
beneficial ownership of 20% or more of the Company's common stock, or announces
an offer to acquire 30% or more of the Company.
Stock split
All share and per share data have been adjusted, where appropriate, to reflect
the May 1993, two-for-one stock split.
Dispositions
In August, 1994, the Company sold its Standex International Engraving GmbH
subsidiary for net proceeds of $13.6 million as part of a formulated 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. The net
sales of the subsidiary and the other businesses and product lines were
approximately $12,100,000 and $29,200,000 in 1995 and 1994, respectively. Net
income for these businesses and product lines were not material to the
Company's consolidated net income.
Quarterly Results of Operations (Unaudited)
The unaudited quarterly results of operations for the years ended June 30, 1995
and 1994 are set forth on page 15.
Independent Auditors' Report To the Board of Directors and
Stockholders of Standex International Corporation:
We have audited the accompanying consolidated balance sheets of Standex
International Corporation and subsidiaries as of June 30, 1995 and 1994, and
the related statements of consolidated income, stockholders' equity, and cash
flows for each of the years in the three year period ended June 30, 1995. These
financial statements are the responsibility of the Corporation's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of Standex International Corporation
and subsidiaries as of June 30, 1995 and 1994, and the results of their
operations and their cash flows for each of the years in the three year period
ended June 30, 1995 in conformity with generally accepted accounting
principles.
/S/Deloitte & Touche LLP
Deloitte & Touche LLP
Boston, Massachusetts
August 18, 1995
Corporate Headquarters
Standex International Corporation
6 Manor Parkway
Salem, NH 03079
(603) 893-9701
Facsimile: (603) 893-7324
Common Stock
Listed on the New York Stock
Exchange (Ticker symbol:SXI)
Transfer Agent and Registrar:
The First National Bank
of Boston, Shareholder
Services Division,
Box 644, Mail Stop 45-02-09,
Boston, MA 02102-0644
(617) 575-2900
Counsel
Hale and Dorr
60 State Street
Boston, MA 02109
Independent Auditors
Deloitte & Touche LLP
125 Summer Street
Boston, MA 02110
Shareholder Services
Stockholders should contact Standex.s Transfer Agent (The First National Bank
of Boston, Shareholder Services Division, Box 644, Mail Stop 45-02-09, Boston,
MA 02102-0644) regarding changes in name, address or ownership of stock; lost
certificates or dividends; and consolidation of accounts.
Form 10-K
Shareholders may obtain a copy of Standex.s Form 10-K Annual Report, as filed
with the Securities and Exchange Commission by writing to: Standex Investor
Relations Department, 6 Manor Parkway, Salem, NH 03079
Stockholder Meeting
The Annual Meeting of Stockholders will be held at 11:00 AM on Tuesday, October
31, 1995 at The First National Bank of Boston, Auditorium, Main Lobby, 100
Federal Street, Boston, MA
Board of Directors
Thomas L. King*
Chairman of the Board,
Chief Executive Officer
Edward J. Trainor*
President and
Chief Operating Officer
John Bolten, Jr.a
Consultant
William L. Brown*
Former Chairman of the Board
of Bank of Boston Corporation and The First National Bank of Boston
David R. Crichton
Executive Vice President/ Operations
Samuel S. Dennis 3d*a
Senior Partner,
Hale and Dorr, Attorneys
Thomas H. DeWitt
Executive Vice President/ Administration, General Counsel
Walter F. Greeley
Chairman,
High Street Associates,
An Investment Partnership
Daniel B. Hogan, Ph.D.
President,
The Apollo Group,
Management Consultants
C. Kevin Landry
Managing Partner,
T.A. Associates,
A Venture Capital Firm
H. Nicholas Muller, III, Ph.D.
Director, State Historical
Society of Wisconsin
Sol Sackel
Former Senior Vice President
of the Company
Lindsay M. Sedwick
Vice President, Treasurer
* Member of Executive Committee
a Founder of the Company
Corporate Officers
Thomas L. King
Chairman of the Board,
Chief Executive Officer
Edward J. Trainor
President and
Chief Operating Officer
David R. Crichton
Executive Vice President/ Operations
Thomas H. DeWitt
Executive Vice President/ Administration, General Counsel
Lindsay M. Sedwick
Vice President, Treasurer
Robert R. Kettinger
Corporate Controller
Richard H. Booth
Corporate Counsel, Secretary
Deborah A. Rosen
Senior Corporate Attorney,
Assistant Secretary
Norman B. Asher
Assistant Secretary
Division Management
Robert J. Dittrich
President
Standard Publishing
Harry D. Goodwin
President
Crest Fruit Company
Jerry G. Griffin
President
Standex Commercial Products
John Hill
Chairman & Consultant
Standex Electronics
Fred Krein
President
Standex Institutional Products
Giorgio Mazza
President
Roehlen Industries/Europe
Martin D. Pallante
President
Roehlen Industries/
North America
Paul J. Schornack
President
Standex Air Distribution Products
Thomas Tellin
President
James Burn International
L. Kenneth Womelsdorf
President
Standex Precision Engineering
Printed in U.S.A. by Standard Publishing, Cincinnati, Ohio, a division of
Standex International.
Industrial Products Group
Texturizing Systems
Pumps
Converting and finishing machinery
Power metal spinning
Reed switches and relays
Inductors, connectors, and custom electronic assemblies
Hydraulic cylinders
Institutional Products Group
Food service equipment
Air distribution products
Casters and wheels
Chiropractic tables and physical therapy equipment
Industrial hardware
Restaurant china and candlelamps
Graphics/Mail Order Group
Educational and religious publishing and distribution Commercial printing
Binding systems, business forms, office supplies, and election materials Mail
order gift packages
<TABLE>
EXHIBIT 21
<CAPTION>
STANDEX INTERNATIONAL CORPORATION AND SUBSIDIARIES
SUBSIDIARIES OF REGISTRANT
Information is set forth below concerning all operating subsidiaries of
the Company as of June 30, 1995 (except subsidiaries which, considered in
the aggregate do not constitute a significant subsidiary):
Percentage
Percentage of Voting
of Voting Stock
Stock Owned Owned by
Jurisdiction of by the Immediate
Name of Subsidiary Incorporation Company Parent
<S> <S> <C> <C>
Crest Fruit Company............... Texas 100%
Custom Hoists, Inc................ Ohio 100%
James Burn/American, Inc.......... New York 100%
Standex Financial Corp. .......... Delaware 100%
SXI Limited....................... Canada 100%
Keller-Dorian Graveurs, S.A. ..... France 100%
S. I. de Mexico S.A. de C.V. ..... Mexico 100%
Standex International FSC, Inc. .. Virgin Islands 100%
Standex International GmbH........ Germany 100%
Standex Holdings Limited.......... United Kingdom 100%
Standex International Limited... United Kingdom 100%
Roehlen Industries Pty.
Limited....................... Australia 50% 50%
James Burn International
Limited....................... United Kingdom 100%
Standex Electronics (U.K.)
Limited....................... United Kingdom 100%
</TABLE>
Exhibit 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration
Statement Nos. 33-9108, 33-9109, C-206-16, 33-2-7706,
33-42954 and 33-45054 of Standex International Corporation on
Form S-8 of our reports dated August 18, 1995, appearing in
and incorporated by reference in the Annual Report on Form
10-K of Standex International Corporation for the year ended
June 30, 1995.
/s/ DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Boston, Massachusetts
September 19, 1995
EXHIBIT 24
POWER OF ATTORNEY
The undersigned, being a director of Standex
International Corporation ("Standex"), hereby constitutes
Edward J. Trainor and Thomas H. DeWitt, and each of them
singly, my true and lawful attorney with full power to them,
and each of them singly, to sign for me and in my name in my
capacity as a director of Standex, the Annual Report of
Standex on Form 10-K for the fiscal year ended June 30, 1995
and any and all amendments thereto and generally to do such
things in my name and behalf to enable Standex to comply with
the requirements of the Securities and Exchange Commission
relating to Form 10-K.
Witness my signature as of the 7th day of September,
1995.
/s/ Daniel B. Hogan
____________________________
Daniel B. Hogan
EXHIBIT 24
POWER OF ATTORNEY
The undersigned, being a director of Standex
International Corporation ("Standex"), hereby constitutes
Edward J. Trainor and Thomas H. DeWitt, and each of them
singly, my true and lawful attorney with full power to them,
and each of them singly, to sign for me and in my name in my
capacity as a director of Standex, the Annual Report of
Standex on Form 10-K for the fiscal year ended June 30, 1995
and any and all amendments thereto and generally to do such
things in my name and behalf to enable Standex to comply with
the requirements of the Securities and Exchange Commission
relating to Form 10-K.
Witness my signature as of the 7th day of September,
1995.
/s/ Samuel S. Dennis 3d
____________________________
Samuel S. Dennis 3d
EXHIBIT 24
POWER OF ATTORNEY
The undersigned, being a director of Standex
International Corporation ("Standex"), hereby constitutes
Edward J. Trainor and Thomas H. DeWitt, and each of them
singly, my true and lawful attorney with full power to them,
and each of them singly, to sign for me and in my name in my
capacity as a director of Standex, the Annual Report of
Standex on Form 10-K for the fiscal year ended June 30, 1995
and any and all amendments thereto and generally to do such
things in my name and behalf to enable Standex to comply with
the requirements of the Securities and Exchange Commission
relating to Form 10-K.
Witness my signature as of the 7th day of September,
1995.
/s/ John Bolten, Jr.
____________________________
John Bolten, Jr.
EXHIBIT 24
POWER OF ATTORNEY
The undersigned, being a director of Standex
International Corporation ("Standex"), hereby constitutes
Edward J. Trainor and Thomas H. DeWitt, and each of them
singly, my true and lawful attorney with full power to them,
and each of them singly, to sign for me and in my name in my
capacity as a director of Standex, the Annual Report of
Standex on Form 10-K for the fiscal year ended June 30, 1995
and any and all amendments thereto and generally to do such
things in my name and behalf to enable Standex to comply with
the requirements of the Securities and Exchange Commission
relating to Form 10-K.
Witness my signature as of the 7th day of September,
1995.
/s/ Thomas H. DeWitt
____________________________
Thomas H. DeWitt
EXHIBIT 24
POWER OF ATTORNEY
The undersigned, being a director of Standex
International Corporation ("Standex"), hereby constitutes
Edward J. Trainor and Thomas H. DeWitt, and each of them
singly, my true and lawful attorney with full power to them,
and each of them singly, to sign for me and in my name in my
capacity as a director of Standex, the Annual Report of
Standex on Form 10-K for the fiscal year ended June 30, 1995
and any and all amendments thereto and generally to do such
things in my name and behalf to enable Standex to comply with
the requirements of the Securities and Exchange Commission
relating to Form 10-K.
Witness my signature as of the 7th day of September,
1995.
/s/ Walter F. Greeley
____________________________
Walter F. Greeley
EXHIBIT 24
POWER OF ATTORNEY
The undersigned, being a director of Standex
International Corporation ("Standex"), hereby constitutes
Edward J. Trainor and Thomas H. DeWitt, and each of them
singly, my true and lawful attorney with full power to them,
and each of them singly, to sign for me and in my name in my
capacity as a director of Standex, the Annual Report of
Standex on Form 10-K for the fiscal year ended June 30, 1995
and any and all amendments thereto and generally to do such
things in my name and behalf to enable Standex to comply with
the requirements of the Securities and Exchange Commission
relating to Form 10-K.
Witness my signature as of the 7th day of September,
1995.
/s/ C. Kevin Landry
____________________________
C. Kevin Landry
EXHIBIT 24
POWER OF ATTORNEY
The undersigned, being a director of Standex
International Corporation ("Standex"), hereby constitutes
Edward J. Trainor and Thomas H. DeWitt, and each of them
singly, my true and lawful attorney with full power to them,
and each of them singly, to sign for me and in my name in my
capacity as a director of Standex, the Annual Report of
Standex on Form 10-K for the fiscal year ended June 30, 1995
and any and all amendments thereto and generally to do such
things in my name and behalf to enable Standex to comply with
the requirements of the Securities and Exchange Commission
relating to Form 10-K.
Witness my signature as of the 7th day of September,
1995.
/s/ Thomas L. King
____________________________
Thomas L. King
EXHIBIT 24
POWER OF ATTORNEY
The undersigned, being a director of Standex
International Corporation ("Standex"), hereby constitutes
Edward J. Trainor and Thomas H. DeWitt, and each of them
singly, my true and lawful attorney with full power to them,
and each of them singly, to sign for me and in my name in my
capacity as a director of Standex, the Annual Report of
Standex on Form 10-K for the fiscal year ended June 30, 1995
and any and all amendments thereto and generally to do such
things in my name and behalf to enable Standex to comply with
the requirements of the Securities and Exchange Commission
relating to Form 10-K.
Witness my signature as of the 7th day of September,
1995.
/s/ William L. Brown
____________________________
William L. Brown
EXHIBIT 24
POWER OF ATTORNEY
The undersigned, being a director of Standex
International Corporation ("Standex"), hereby constitutes
Edward J. Trainor and Thomas H. DeWitt, and each of them
singly, my true and lawful attorney with full power to them,
and each of them singly, to sign for me and in my name in my
capacity as a director of Standex, the Annual Report of
Standex on Form 10-K for the fiscal year ended June 30, 1995
and any and all amendments thereto and generally to do such
things in my name and behalf to enable Standex to comply with
the requirements of the Securities and Exchange Commission
relating to Form 10-K.
Witness my signature as of the 7th day of September,
1995.
/s/ Sol Sackel
____________________________
Sol Sackel
EXHIBIT 24
POWER OF ATTORNEY
The undersigned, being a director of Standex
International Corporation ("Standex"), hereby constitutes
Edward J. Trainor and Thomas H. DeWitt, and each of them
singly, my true and lawful attorney with full power to them,
and each of them singly, to sign for me and in my name in my
capacity as a director of Standex, the Annual Report of
Standex on Form 10-K for the fiscal year ended June 30, 1995
and any and all amendments thereto and generally to do such
things in my name and behalf to enable Standex to comply with
the requirements of the Securities and Exchange Commission
relating to Form 10-K.
Witness my signature as of the 7th day of September,
1995.
/s/ Lindsay M. Sedwick
____________________________
Lindsay M. Sedwick
EXHIBIT 24
POWER OF ATTORNEY
The undersigned, being a director of Standex
International Corporation ("Standex"), hereby constitutes
Edward J. Trainor and Thomas H. DeWitt, and each of them
singly, my true and lawful attorney with full power to them,
and each of them singly, to sign for me and in my name in my
capacity as a director of Standex, the Annual Report of
Standex on Form 10-K for the fiscal year ended June 30, 1995
and any and all amendments thereto and generally to do such
things in my name and behalf to enable Standex to comply with
the requirements of the Securities and Exchange Commission
relating to Form 10-K.
Witness my signature as of the 7th day of September,
1995.
/s/ David R. Crichton
____________________________
David R. Crichton
EXHIBIT 24
POWER OF ATTORNEY
The undersigned, being a director of Standex
International Corporation ("Standex"), hereby constitutes
Edward J. Trainor and Thomas H. DeWitt, and each of them
singly, my true and lawful attorney with full power to them,
and each of them singly, to sign for me and in my name in my
capacity as a director of Standex, the Annual Report of
Standex on Form 10-K for the fiscal year ended June 30, 1995
and any and all amendments thereto and generally to do such
things in my name and behalf to enable Standex to comply with
the requirements of the Securities and Exchange Commission
relating to Form 10-K.
Witness my signature as of the 7th day of September,
1995.
/s/ Edward J. Trainor
____________________________
Edward J. Trainor
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JUN-30-1995
<PERIOD-END> JUN-30-1995
<CASH> 9,543
<SECURITIES> 0
<RECEIVABLES> 93,346
<ALLOWANCES> 2,854
<INVENTORY> 116,417
<CURRENT-ASSETS> 220,347
<PP&E> 210,139
<DEPRECIATION> 125,611
<TOTAL-ASSETS> 342,702
<CURRENT-LIABILITIES> 77,211
<BONDS> 111,845
<COMMON> 41,976
0
0
<OTHER-SE> 90,376
<TOTAL-LIABILITY-AND-EQUITY> 342,702
<SALES> 569,293
<TOTAL-REVENUES> 575,826
<CGS> 367,118
<TOTAL-COSTS> 367,118
<OTHER-EXPENSES> 12,356
<LOSS-PROVISION> 1,428
<INTEREST-EXPENSE> 8,367
<INCOME-PRETAX> 57,803
<INCOME-TAX> 19,483
<INCOME-CONTINUING> 38,320
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 38,320
<EPS-PRIMARY> 2.64
<EPS-DILUTED> 2.64
</TABLE>
