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, 1997 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 ShareNew York Stock Exchange
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
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. [ ]
The aggregate market value of the voting and non-voting common equity held
by non-affiliates of the Registrant at the close of business on July 31, 1997
was approximately $359,218,000. Registrant's closing price as reported on the
New York Stock Exchange for July 31, 1997 was $29.50 per share.
The number of shares of Registrant's Common Stock outstanding on September
10, 1997 was 13,109,853.
Portions of the 1997 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 19, 1997 are incorporated in Part III
of this report.
PART I
ITEM 1. BUSINESS
Standex1 is a diversified manufacturing and marketing company with
operations in three product segments: Food Service, Industrial and Consumer.
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,
1997, the Company had approximately 4,800 employees.
The principal products produced and services rendered by each of the
segments of Standex are incorporated herein by reference to pages 5 through 15
of the Annual Report to Stockholders for the fiscal year ended June 30, 1997
(the "1997 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
Food Service Products
. USECO food service equipment Hospitals, schools, nursing
and patient feeding systems homes, correctional
facilities and restaurants
. Master-Bilt(R) refrigerated Hospitals, schools, fast food
cabinets, cases, display industry, restaurants,
units, modular structures, hotels, clubs, supermarkets,
coolers and freezers; bakeries, dairy convenience
Barbecue King(R) and BKI(R) stores and delicatessens
commercial cook and hold
units, rotisseries, pressure
fryers, ovens and baking
equipment; Federal
Industries bakery and deli
heated and refrigerated
display cases
. Procon(R) rotary vane pumps Carbonated Beverage industry (including
espresso coffee machine
markets), water purification
industry and coolant recirculation systems
MAJOR PRODUCTS MAJOR MARKETS
Industrial Products
. Printing and distribution General commerce and
of election forms and industry, Michigan county
tabulation equipment governments, education and
and related materials, finance institutions
office supplies and furniture
. Wire-O(R) machinery and Printers, publishers of
complete binding system checkbooks, calendars,
appointment books, cookbooks,
catalogs and manuals
. Jarvis, Can-Am Casters and General industry, hospitals,
WheelsTM and PEMCO(R) supermarkets, hotels and
casters and wheels; restaurants
industrial hardware
. Roehlen(R) embossing rolls, General Industry (e.g.
texturizing systems, automotive, plastics,
machines and plates; Mold- textiles, paper, building
Tech(R) mold engraving; products, synthetic
Keller-Dorian print rolls materials, OEMs, converting,
and calendering equipment; textile and paper industry,
Mullen(R) Burst Testers computer, housewares and
Perkins converting and construction industries)
finishing machinery and
systems
. Spincraft(R) power metal OEMs, U.S. Government,
spinning, custom formed energy, aircraft, aerospace
components for aircraft and commercial satellite
engines, space launch industry and commercial
vehicles, gas turbines, industries
nuclear reactors, military
ordnance, commercial
satellites and similar
products
. Custom Hoists single and Automotive and construction
double acting telescopic and industries
piston rod hydraulic
cylinders;
. Electronics:
Standex Electronics reed Telecommunications, consumer
switches, electrical electronics, automotive,
connectors, sensors, security systems,
toroids and relays, fixed communications equipment,
and variable inductors and computers, air conditioning
electronic assemblies, and and refrigeration industries
tunable inductors
MAJOR PRODUCTS MAJOR MARKETS
Consumer Products
. Publishing and marketing of
commercial and religious
materials:
Standard Publishing(R) Sunday schools, churches,
religious periodicals, vacation Bible schools,
Sunday School literature Christian Bookstores
and supplies
Berean(R) Retail Chain of 21 Berean(R)
Bookstores Christian bookstores
Commercial Printing General commerce and industry
. Mail Order:
Frank Lewis(R) Grapefruit Direct to consumers
Club gift packages,
Harry's Crestview
Groves(R) grapefruit
packages, grapefruit
juice, grapefruit
sections, onions, melons
and roses; Salsa
Express(R) salsas and
other related food
products; The Vidalia(R)2
Onion Store Vidalia(R)
onions
. National Metal fabricated Food service industry, retail
metal products including stores, office furniture
Christmas tree stands, markets, stationary supply
specialty hardware and metal houses and other industries
furniture
. Williams chiropractic and Chiropractors and physical
traction tables and therapists
electrotherapy and
ultrasound equipment
(Zenith(R), CombiTM and
Intertron(R) brands)
. Snappy(R) metal ducting and Heating, ventilating and air
fittings conditioning distributors
principally in Midwestern,
Southwestern and Western
United States
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 24 of the 1997 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 or the overall business.
2 A registered trademark of the Georgia Department of Agriculture
<TABLE>
Backlog
<CAPTION>
Backlog orders believed to be firm at June 30, 1997 and 1996 are as
follows (in thousands):
1997 1996
<S> <C> <C>
Food Service ............ $11,650 $9,942
Industrial .............. 48,064 41,511
Consumer ................ 21,886 16,971
Total............... $81,600 $68,424
</TABLE>
Substantially all of the 1997 backlog is expected to be realized as sales
in fiscal 1998.
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 1997, the Company invested $12,226,000 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 the Food Service and Industrial
business segments. International operations are conducted at 33 plants,
principally in Western Europe. The industry segment information regarding non-
U.S. operations on page 24 of the 1997 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, 1997, Standex operated a total of 83 principal plants and
warehouses located through the United States, Western Europe, Canada,
Australia, Singapore and Mexico. The Company owned 45 of the facilities and
the balance were leased. In addition, the Company operated 21 retail stores in
various sections of the United States, of which all were leased. The
approximate building space utilized by each product group of Standex at June
30, 1997 is as follows (in thousands):
Area in Square Feet
Owned Leased
Food Service ................. 662 376
Industrial ................... 1,196 366
Consumer ..................... 926 283
General Corporate............. 29 -
Total.................... 2,813 1,025
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 67 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 57 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
February 1987 to July 1994.
David R. Crichton 59 Executive Vice President/Operations of the Company
since June 1989.
Thomas H. DeWitt 55 Executive Vice President/Administration of the Company
since January 1987; and General Counsel of the
Company since October 1985.
Lindsay M. Sedwick 62 Senior Vice President of Finance/CFO of the Company
since January 1996; Vice President of the Company
from January 1990 to January 1996; and Treasurer of
the Company since January 1986.
Robert R. Kettinger 55 Corporate Controller of the Company since July 1991.
Richard H. Booth 50 Corporate Counsel of the Company since June 1992 and
Secretary of the Company since July 1992.
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 18
of the 1997 Annual Report. The approximate number of stockholders of record on
September 10, 1997 was 4,200.
ITEM 6. SELECTED FINANCIAL DATA
Selected financial data for the five years ended June 30, 1997 is
incorporated by reference to the table entitled "Five-Year Financial Review" on
page 18 of the 1997 Annual Report. This summary should be read in conjunction
with the consolidated financial statements and related notes included in the
1997 Annual Report on pages 19 through 27, 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 16 and 17 of
the 1997 Annual Report.
ITEM 7A. QUANTITATIVE AND
QUALITATIVE DISCLOSURES
ABOUT MARKET RISK
Not Applicable
ITEM 8. FINANCIAL STATEMENTS
AND SUPPLEMENTARY DATA
The information required by this item is incorporated by reference to
pages 18 through 28 of the 1997 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 pages 16, 18 and 19 of the
Proxy Statement of the Company, dated September 19, 1997 (the "1997 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 1997 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 1997 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 6 of the 1997 Proxy
Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS
Information regarding certain relationships and related transactions is
incorporated by reference to pages 15 and 16 of the 1997 Proxy Statement.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT
SCHEDULES, AND REPORTS ON FORM 8-K
(a) Financial Statements and Schedule
(i) The financial statements listed in the accompanying index to
financial Statements and Schedules are incorporated by reference
into this Item 14.
(ii) The financial Statement Scheduled 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, 1997.
(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").
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.
(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 is incorporated by reference to the exhibits to
the Annual Report of Standex on Form 10-K for the fiscal
year ended June 30, 1995 ("1995 10-K").
(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, and as
further amended and restated on October 29, 1996 is
incorporated by reference to the exhibits to the Quarterly
Report of Standex on Form 10-Q for the fiscal quarter ended
December 31, 1996 (the "December 31, 1996 10-Q).
(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 Executive Life Insurance
Plan effective April 27, 1994 and amended on April 24, 1996
and as further amended and restated on October 29, 1996 is
incorporated by reference to the exhibits to the December
31, 1996 10-Q.
(l) Standex International Corporation 1994 Stock Option Plan
effective July 27, 1994 is incorporated by reference to the
exhibits to the 1994 10-K.
(c) Exhibits (Continued)
(m) Standex International Corporation Supplemental Retirement
Plan adopted April 26, 1995 and amended on July 26, 1995 is
incorporated by reference to the exhibits to the 1995 10-K.
11. Computation of Per Share Earnings.
13. The Annual Report to Stockholders of the Company for the fiscal
year ended June 30, 1997 (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 Exchange 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 William L. Brown, David R. Crichton,
Thomas H. DeWitt, Walter F. Greeley, Daniel B. Hogan, Thomas L.
King, C. Kevin Landry, H. Nicholas Muller, III, Ph.D., 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 26, 1997.
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 26,
1997:
Signature Title
/s/ Edward J. Trainor President/Chief Executive Officer
Edward J. Trainor
/s/Lindsay M. Sedwick Senior Vice President/Chief Financial Officer
Lindsay M. Sedwick
/s/ Robert R. Kettinger Corporate Controller (Chief Accounting Officer)
Robert R. Kettinger
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 26, 1997 as
attorney-in-fact for the following directors of the Registrant:
William L. Brown Thomas L. King
David R. Crichton C. Kevin Landry
Thomas H. DeWitt H. Nicholas Muller, III, Ph.D.
Walter F. Greeley Sol Sackel
Daniel B. Hogan Lindsay M. Sedwick
/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, 1997, 1996 and 1995... AR 19
Consolidated Balance Sheets at June 30, 1997 and 1996 AR 20
Statements of Consolidated Stockholders' Equity for
the Years Ended June 30, 1997, 1996 and 1995 AR 19
Statements of Consolidated Cash Flows for
the Years Ended June 30, 1997, 1996 and 1995 AR 21
Notes to Consolidated Financial Statements. . AR 22 - 27
Independent Auditors' Report relating to the
Consolidated Financial Statements and Notes thereto AR 28
Schedule
Schedule VIII Valuation and Qualifying Accounts
Independent Auditors' Report relating to Schedule VIII
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 - 15
Industry Segment Information......... AR 24
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 18
Item 6 Selected Financial Data.............. AR 18
Item 7 Management's Discussion and Analysis of Financial
Condition and Results of Operations AR 16 - 17
Item 8 Financial Statements and Supplementary Data..... AR 18 - 28
PART III
Item 10 Directors and Executive Officers of Standex P 2 - 6; 16, 18, 19
Item 11 Executive Compensation............... P 10 - 16
Item 12 Security Ownership of Certain Beneficial
Owners and Management............. P 4 - 6
Item 13 Certain Relationships and Related Transactions P 15 - 16
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders of
STANDEX INTERNATIONAL CORPORATION
Salem, New Hampshire
We have audited the consolidated financial statements of Standex International
Corporation and subsidiaries as of June 30, 1997 and 1996, and for each of the
three years in the period ended June 30, 1997, and have issued our report
thereon dated August 20, 1997; such financial statements and report are
included in your 1997 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 Corporation'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 20, 1997
<TABLE>
Schedule VIII
STANDEX INTERNATIONAL CORPORATION AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
For the Years Ended June 30, 1997, 1996 and 1995
<CAPTION>
Column A Column B Column C Column D Column E
Balance at Additons
Beginning Charged to Charged to Balance
Costs and Other at End
Expense Accounts Deductions of Year
Allowances deducted
from assets to which
hey apply--for doubtful
accounts receivable:
<C> <C> <C> <C> <C> <C>
June 30, 1997 $2,666,005 $2,276,847 $(2,407,317) (1) $2,535,535
June 30, 1996 $2,853,681 $1,105,008 $(1,292,684) (1) $2,666,005
June 30, 1995 $2,587,145 $1,427,588 $(1,161,052) (1) $2,853,681
(1) Accounts written off--net of recoveries.
</TABLE>
INDEX TO EXHIBITS
PAGE
11. Computation of Per Share Earnings ..............
13. The Annual Report to Stockholders of the Company
for the fiscal year ended June 30, 1997 (except
for the pages and information thereof expressly
incorporated by reference in this Form 10-K, the
Annual Report to Stockholders is provided solely
for the information of the Securities and Exchange
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 William L. Brown, David R.
Crichton, Thomas H. DeWitt, Walter F. Greeley,
Daniel B. Hogan, Thomas L. King, C. Kevin Landry,
H. Nicholas Muller, III, Ph.D., Sol Sackel and
Lindsay M. Sedwick ..............................
27. Financial Data Schedule .........................
<TABLE>
Exhibit 11
STANDEX INTERNATIONAL CORPORATION AND SUBSIDIARIES
COMPUTATION OF PER SHARE EARNINGS
<CAPTION>
For Years Ended June 30,
1997 1996 1995 1994 1993
<S> <C> <C> <C> <C> <C>
Average market price
during the years $28.83 $31.36 $30.13 $25.03 $18.97
Proceeds that would be
received upon exercise
of the average stock
options at applicable
exercise price $6,934,571 $6,315,893 $6,487,549 $5,213,551 $ 6,145,961
Average applicable
stock option shares
outstanding 392,546 393,456 473,143 522,579 670,131
Shares that would be
redeemed at average
market price under
the "treasury stock"
method 238,933 201,876 214,030 212,435 329,154
Net additions for share
equivalents 153,613 191,580 259,113 310,144 340,977
Average shares
outstanding 13,337,197 13,735,643 14,281,363 14,983,207 16,034,987
Average shares
outstanding and
share equivalents 13,490,810 13,927,223 14,540,476 15,293,351 16,375,964
Per Share Earnings $2.00 $2.21 $2.64 $1.78 $1.47
Note: All share and per share data have been adjusted, where appropriate, to
reflect the May, 1993 two-for-one stock split.
</TABLE>
1997
ANNUAL
REPORT
FOOD SERVICE [Featured in the photo are barbecue
ovens/rotisseries and display merchandisers manufactured by
BKI and Barbecue King, UK. Picture top left]
INDUSTRIAL [Shown in the photo is the final step in
hermetically sealing the assembly of our reed-switch
products produced by Standex Electronics U.K. Picture
middle right]
CONSUMER [The chain of Berean (R) Christian Stores is
depicted in the photo taken at our Denver location. Picture
bottom left]
essential
products
for your world
FOOD SERVICE
Developing systems for the
preparation, storage and
presentation of food for the way
it is marketed today.
INDUSTRIAL
Supporting original equipment
manufacturers by producing
specialized products that make
their products more appealing,
useful, and competitive.
CONSUMER
Expanding key consumer niche
markets through religious publishing and retailing,
direct marketing, and home construction products.
<TABLE>
<CAPTION>
FINANCIAL HIGHLIGHTS
<S> <C> <C> <C> <C> <C>
Year Ended June 30 1997 1996 1995 1994 1993
Operations
Net Sales $564,623,458 $562,678,620 $569,292,824 $529,399,483 $506,312,331
Net Income* 26,918,588 30,713,794 34,976,944 27,147,163 24,011,998
Return on Sales* 4.8% 5.5% 6.1% 5.1% 4.7%
Return on Equity* 19.1% 22.8% 26.4% 22.8% 19.8%
Depreciation 12,777,339 12,497,148 12,355,863 12,477,651 12,869,607
Interest Expense 8,497,425 9,047,701 8,367,075 5,937,960 5,597,049
Per Share Data
Net Sales $41.85 $ 40.40 $ 39.15 $ 34.62 $ 30.92
Earnings* 2.00 2.21 2.41 1.78 1.47
Book Value 10.75 10.01 9.45 8.16 7.99
Dividends .75 .71 .63 .52 .43
Average Shares
Outstanding 13,490,810 13,927,223 14,540,476 15,293,351 16,375,964
</TABLE>
Standex International
Essential Products for your World
Standex is a global, multi-industry company that
manufactures and markets products through 24 business units
and 83 facilities in 14 countries. Our strategy is to invest
in businesses that generate solid revenues and earnings
streams, and then to reinvest for long-term growth -- while
providing attractive current returns to our shareholders.
We operate in three broad business segments. Our Food
Service and Consumer businesses are well positioned to
capitalize on trends that reflect new ways of living,
working, and shopping. Our Industrial businesses typically
serve niche OEM markets, so many of our products and
services are invisible to consumers and end-users. Yet we
typically add functionality, competitive advantage and
market appeal that are critical to the quality and value of
the finished product.
Standex International. What we do is essential -- but most of
the time, you won't even notice that we're there.
* Fiscal 1995 amounts exclude a non-recurring net after tax
gain from the disposition of businesses and product lines of
$3,343,000 or $.23 per share.
TO OUR SHAREHOLDERS
OPERATING RESULTS
Fiscal 1997 proved to be a disappointing year. Sales were
basically flat at $564,623,000 while net earnings decreased
to $26,919,000 -- resulting in earnings of $2.00 per share.
Sluggish European operations, difficulties at one of our
food service facilities, and slowness in assimilating some
recent acquisitions were the major contributory factors.
Return on sales of 4.8% and return on equity of 19.1% were
down due to the conditions outlined above, but still at
respectable levels. The Corporation's balance sheet
continues to be in excellent shape, with the debt-to-capital
ratio at 44.8% and the current ratio at a strong 3.0 to 1.
The year ended with an improved performance in the fourth
quarter (53 cents versus 49 cents earned in fiscal 1996) and we are
optimistic as the new fiscal year begins.
SHAREHOLDER VALUE
The dividend was increased to a new annual rate of 76 cents per
share. A total of $10,002,000 was paid to shareholders in
fiscal 1997. Standex has now paid uninterrupted quarterly
dividends for 33 years and the dividend has been increased
33 times over that same period. The Corporation bought back
513,251 shares over the past twelve months and has, since
the inception of the buyout program, acquired 18,481,814
shares for $254,735,197. The average price paid per share is
$13.78.
NEW FOCUS
The annual report to shareholders has been changed to
reflect the major new focus for our Corporation. The
reporting groups have changed to more clearly define the
markets we wish to serve and our management teams are being
realigned to provide a more concentrated thrust in attaining
the goals established for these new groupings. A new
corporate tag line (Essential Products For Your World) has
been adopted which truly describes the products produced by
Standex. The new groupings provide a platform and a
direction for our continued growth in the years ahead.
Coinciding with our new focus, we acquired the Vidalia Onion
Store and the Salsa Express Co., to expand our Standex mail
order product offerings. We also acquired the Apostles
Publishing Company and the Fellowship Bookstores chain to
further expand on our commitment to religious publishing and
retailing. A purchase and sale agreement has also been
signed to acquire the ACME Manufacturing Company which is a
$60 million sales organization manufacturing air
distribution products similar
to our Standex Air Distribution Products division. The
closing is expected in the first quarter of fiscal year
1998.
IN SUMMARY
Backlogs are up, we have resolved most of the problems
outlined above and hopefully our European operations will
see some improvement. We are continuing to refine our focus
and look for growth opportunities in our various markets,
while maintaining the principle of strength through
diversity. With the help of a skilled and dedicated
workforce, we expect to show favorable year to year
comparisons in the coming year.
/s/Thomas L. King
Thomas L. King
Chairman of the Board
/s/Edward J. Trainor
Edward J. Trainor
President and Chief Executive Officer
From left: Thomas L. King, Chairman of the Board
and Edward J. Trainor, President/CEO
[pictured below, Thomas L. King, Chairman of the Board, and
Edward J. Trainor, President/CEO]
FOOD SERVICE
As Americans and Europeans change the way they work, they're
also changing the way they live -- and eat. Dual-earner
families mean more income but less time to prepare meals.
As a result, convenience and time-saving have become
critical factors in determining where consumers purchase
food, what they eat, and when and where meals are eaten.
[Featured in the photo are barbecue ovens/rotisseries and
display merchandisers manufactured by BKI and Barbecue King,
UK. Above at pages 5-6.]
FOOD SERVICE
Standex is benefiting significantly from the trend toward
home meal replacement. Instead of shopping for individual
ingredients at the supermarket after work, consumers are
often purchasing complete, prepared meals at supermarkets,
or ordering full, ready-to-eat meals-to-go from restaurants.
Through BKI in the United States and Barbecue King in the
United Kingdom, we help retailers fulfill these new consumer
expectations. Our commercial food preparation equipment --
including commercial ovens/rotisseries, pressure fryers, low-
temp cook and hold units -- and display merchandisers are
installed in thousands of supermarkets, fast food outlets,
delicatessens and convenience stores. This increasingly
global business is experiencing substantial growth in
Europe, and we are entering some of the world's most dynamic
emerging markets through distribution networks in the Far
East and South America. In the U.S., sales are strengthening
due to more frequent renovations by food service outlets.
These make-overs are now planned every three to five years;
not long ago, restaurants typically renovated on a seven- to
ten-year cycle.
Innovation has long been a hallmark of Standex companies.
BKI is finding new ways to meet customer needs with
innovations like the industry's rotisserie-combi ovens
utilizing both conventional heat and steam to cook a wide
variety of foods. These highly competitive units not only
save space in our customer's facilities, but they reduce
capital costs as well. BKI was recently voted Manufacturer
of the Year by its peers on the Electric Food Service
Council -- recognition of the quality, aesthetics and
technology of BKI's innovative equipment.
Two other Standex companies are leaders in food storage and
display: Federal Industries, which manufactures both
refrigerated and non-refrigerated display cases for the
bakery industry; and Master-Bilt, which manufactures
refrigerated cabinets, cases, display units, and a wide
range of modular structures utilizing refrigeration
technology in various applications for convenience stores
and supermarkets.
Master-Bilt was one of the first companies to recognize that
precise temperature control is critical to healthful
refrigeration. Today, the company is a leader in designing
equipment that maximizes food safety with greater control
over temperature fluctuations in all types of storage
conditions.
Standex also serves the institutional food service market
through USECO, which has just introduced a sophisticated
food handling and re-thermalization system for hospitals,
correctional facilities, and other institutions where food
is prepared in advance of need and properly stored at one
location and served at another location at preset
temperatures. USECO is the first U.S. manufacturer to employ
convection reheating technology, which uses circulating air
to preserve food flavors and texture, as well as standard
conduction techniques, which simply heat the plate.
[USECOOs Cook/Chill System used in institutions with large
food service requirements, such as schools, hospitals and
prisons. Pictured top left on page 6]
[Federal Industries' new modern display case. Pictured
center below on page 6]
[Master-Bilt's refrigerated walk-in food storage and
presentation units are widely used in mini-marts and
convenience stores. Pictured top left on page 7]
[Procon Pumps are used in the carbonation process for soft
drink dispensing machines. Pictured center below on page 7]
INDUSTRIAL
The companies of the Standex Industrial segment provide
products and services that most people take for granted. Yet
the things we make and do add tangible value and
functionality in a host of settings. We help start millions
of street lights each day, launch communications satellites
into space, add decorative patterns to the paper that wraps
your gifts, alert you when your windshield washer fluid is
low, help get your luggage to your hotel room....
[Shown in the photo is the final step in hermetically
sealing the assembly of our reed-switch products produced by
Standex Electronics U.K. Pictured on page 8]
INDUSTRIAL
Many of the companies in our Industrial segment are among
the leaders in their markets. The reasons include not only
service and quality, but our commitment to understanding
current end-user needs and expectations, as well as emerging
trends.
This commitment has made Standex the world leader in
texturizing: in creating the three-dimensional surfaces that enhance the
utility, appeal, and saleability of molded products. The
only truly global texturizing resource, Standex's Mold-Tech
unit operates 25 plants in 14 countries, serving companies
in the automotive, computer, housewares, construction
materials, and other industries. The company's strategically
positioned full-service plants, coupled with state-of-the-
art optical imaging systems, allow OEMs and marketers to
incorporate new patterns and textures into their designs in
a matter of days.
Our Roehlen embossing group makes complete texturizing
systems, including the rolls, dies and presses that apply
textures and patterns to products like vinyl siding, wall
coverings, and decorative embossed packaging. Its technical
team regularly consults with customers to anticipate demand
for new and different textures -- and then provides fast,
cost-effective solutions that help the customer be first to
market.
With more than 6,000 products, the Jarvis Caster Group is
the leader in the institutional caster market, providing
mobility to virtually anything that rolls in a hotel,
restaurant, hospital, store, or office. It makes specialized
casters that meet the stringent National Sanitary Foundation
standards, and supplies more than 50% of the shopping cart
wheels and casters used in North America. Seven
manufacturing and distribution facilities across North
America assure responsiveness as well as quality.
Reed-switches, sensors and toroids manufactured by Standex
Electronics reflect the company's core competency in
designing and manufacturing electronic products to meet the
needs of the consumer and electronic market. Innovative
surface mount designs of its inductors, switches, toroids
and transformers meet the needs of automation and downsizing
of electronic equipment, while its proprietary assemblies
light streetlamps around the world.
High technology meets basic manufacturing at Spincraft,
where the nation's largest spin lathe shapes huge sheets of
aluminum into domes that seal the fuel tanks on space launch
vehicles. The company is a key supplier to programs that are
developing both reusable and expendable space launch
vehicles for commercial applications, and has close
relationships with the major participants supplying products
to the commercial satellite industry. In addition, Spincraft
has extensive expertise in shaping exotic metals such as
titanium for highly specialized applications ranging from
turbines to aircraft engines and nuclear reactors.
[Mold-Tech provides texturing on a wide variety of products
such as the dashboard in this automobile. Pictured center above
on page 10]
[The Jarvis Caster Group manufactures a wide variety of
heavy duty commercial casters such as those used on this
tool cart. Pictured below left on page 10]
[Wire-O(R) binding systems are used in a broad range of
products including computer manuals, calendars, diaries and
cookbooks. Binding machine and binding pictured top and
right on page 11 respectively.]
[With pressures up to 220,000 pounds per square inch,
Spincraft can spin-form heavy shapes up to 26 feet in
diameter. As pictured bottom right on page 11.]
CONSUMER
Consider key trends that are shaping America: the increasing
demand for single family homes, the growth of direct
marketing as a preferred purchasing channel, and perhaps
most importantly, the reemergence of religion as a spiritual
force in the U.S. These are the trends that are propelling
the Standex Consumer segment.
The Standex companies serve some of the largest and fastest
growing markets in the U.S. While Standex's other businesses
enhance the quality and functionality of many products and
services used by consumers, the Consumer segment taps key
consumer niche markets directly through publishing,
retailing, direct marketing, and products used in home
construction.
[The chain of Berean(R) Christian Stores is depicted in the
photo taken at our Denver location. Pictured at pages 12-
13]
CONSUMER
Interest in spiritual and family values and religious
education for children is increasing nationwide. As a
result, Standard Publishing and its Berean(R) Christian
Stores rank among Standex's most significant businesses and
opportunities. The leading publisher of nondenominational
religious curricula and Vacation Bible School programs in
the U.S., the company publishes more than 170,000 magazines
that are distributed to churches each week. In addition,
Standard Publishing recently released a best-selling book
with CD-ROM by Grammy Award nominee Rebecca St. James, a
Christian music artist, and has begun experimenting with
innovative packaging ideas -- like CD-ROM book combinations --
designed to appeal to today's increasingly youthful
religious audience.
Standex plans a significant expansion of Berean's 21-store
network. These large, modern stores -- the largest is 22,000
square feet -- reflect the latest trends in book and retail
merchandising. Berean stores are often the dominant
religious outlets in their markets, and the unit has
developed a comprehensive acquisition and site selection
strategy designed to ensure that new stores enjoy the same
strong position.
Standex also operates in one of the most basic and important
of American markets -- home construction and remodeling --
through its Standex Air Distribution unit. With the market
for single-family residences growing each year, and with
central air conditioning becoming a standard feature in most
new homes, Standex has experienced steadily increasing
demand for its quality ductwork. The unit's network of three
strategically located plants helps ensure timely delivery to
wholesalers, while minimizing shipping costs. Standex Air
Distribution has recently announced an agreement to purchase
the net assets of the ACME Manufacturing Company, based in
Philadelphia, PA, with seven manufacturing facilities in the
eastern United States.
In recent years, direct marketing has captured a rapidly
increasing share of the retailing segment. Standex Direct
includes six catalogue units that market a broad selection
of exceptional quality, branded products -- including Texas
Ruby Red grapefruit, Vidalia(R)* onions, Fresh Expressions
flowers, and salsa. While each business presents a discrete
face to its niche market, all six businesses share a common
infrastructure that helps maximize both sales and
efficiency.
For example, while each unit maintains its own extensive
customer data base, all share a centralized mailing list
management capability. This sophisticated computer system
is designed to facilitate the addition of entire new businesses
as well as products over time. In addition, the combined scale
of the Standex Direct businesses has allowed them to develop a common
transportation network, which not only reduces costs, but
allows greater control over the shipping of perishable
items.
In addition, all six businesses have begun to explore cross-
selling opportunities that can increase the value of their
individual mailing lists, each operationOs primary asset.
[Standard Publishing, a leading publisher of nondenominational
religious curricula, recently released a book with CD-ROM by
Grammy Award nominee Rebecca St. James, a Christian music
artist. As pictured top right on page 14]
[Standex Air Distribution Products is a major supplier of
home air distribution products. Products pictured bottom
right and left on page 14]
[Standex Direct is comprised of six catalogue units marketing products
such as grapefruit, salsa, flowers and Vidalia(R)* onions. Products
and catalogs pictured top center on page 15]
* A registered trademark of the Georgia Department of Agriculture.
MANAGEMENTOS DISCUSSION AND ANALYSIS
LIQUIDITY AND CAPITAL RESOURCES
During the fiscal year ended June 30, 1997, net operating
cash flows of $36.9 million, $5.2 million in proceeds from
the disposition of businesses and $5.1 million in proceeds
from the issuance of stock were used to purchase $15 million
of the Company's Common Stock, fund property, plant and
equipment expenditures of $12.2 million, pay $10 million in
dividends, spend $4.6 million in the acquisition of five
businesses and reduce debt by a net $4.7 million.
During the first quarter of fiscal 1997, the Company
acquired certain assets of three companies: The Vidalia
Onion Store, Salsa Express and Worley Bookstore. In the
second quarter, the Company acquired 100% of the Common
Stock of Fellowship Bookstores. In the third quarter, the
Company acquired the assets of Apostles Publishing Company.
These purchases were primarily financed from operating cash
flows and proceeds from the disposition of the Company's
Toastswell division in the third quarter of fiscal 1997.
On August 20, 1997, the Company signed a purchase and sale
agreement with ACME Manufacturing Company whereby the
Company will acquire the net assets of ACME. The acquisition
of this operation, which has annual net sales of
approximately $60 million, will be financed from existing
bank credit agreements.
The Company intends to continue its policy of using its
funds to make acquisitions when conditions are favorable,
invest in property, plant and equipment, pay dividends and
purchase its Common Stock.*
Net Cash Provided by Operating Activities rose to $36.9
million in 1997 versus $34.1 million in the prior year due
mainly to continued improvement in working capital. In
fiscal 1995, large sales growth translated into substantial
increases in Inventories, Accounts Receivable and Accounts
Payable. However, with the reduction in sales in fiscal
1996, Inventories, Accounts Receivable and Accounts Payable
declined considerably, having a net positive effect on
operating cash flows for the year ended June 30, 1996. Due
to continued efforts to improve working capital, in fiscal
1997 Accounts Receivable declined and Accounts Payable rose
resulting in an increase in operating cash flows for the
year ended June 30, 1997.
At June 30, 1997, the Company had the ability to borrow an
additional $62.3 million under existing bank credit
agreements. The Company believes that this resource, along
with the CompanyOs internally generated funds, will be
sufficient to meet its anticipated needs for the foreseeable
future. The Company's existing bank credit agreements are
described in the Notes to the Consolidated Financial
Statements.*
OPERATIONS
As of the year ended June 30, 1997, the Company realigned
operations into three new segments in order to more clearly
define the markets the Company serves. The following table
provides results for the last three fiscal years. Figures
for fiscal 1996 and 1995 have been restated.
<TABLE>\
Net Sales by Industry Segment
<CAPTION>
Year Ended June 30
(In thousands) 1997 Change 1996 Change 1995
<S> <C> <C> <C> <C> <C>
Food Service $149,371 1.9% $146,547 (7.7)% $158,723
Industrial 252,742 (4.0) 263,145 1.5 259,274
Consumer 162,510 6.2 152,987 1.1 151,293
Operating Income by Industry Segment
Year Ended June 30
(In thousands) 1997 Change 1996 Change 1995
Food Service $11,665 (0.6)% $11,731 (39.5)% $19,384
Industrial 25,998 (15.1) 30,611 (21.7) 39,104
Consumer 18,511 0.1 18,321 (6.7) 19,640
</TABLE>
FISCAL 1997 AS COMPARED TO FISCAL 1996
Although it is difficult to quantify the impact of each
operation's sales price increases and decreases on Net Sales
during fiscal 1997, management believes the majority of the
fluctuations in Net Sales reported by each segment are due
to changes in unit volume. In addition, although the effect
of changes in annual average exchange rates from 1996 to
1997 had a negative effect on Net Sales in 1997, the total
effect of such changes was not significant.
For the year ended June 30,1997, Net Sales increased $1.9
million as compared to fiscal 1996. The Consumer segment
reported a $9.5 million, or 6.2%, growth in Net Sales due to
improved demand, the introduction of new products and
acquisitions made during fiscal 1997.
An increase in Net Sales of $2.8 million, or 1.9%, was
reported by the Food Service segment. For the year ended
June 30, 1997, the majority of operations within this
segment reported growth in Net Sales which more than
compensated for softness reported by a few divisions and the
sale of a division in the third quarter of fiscal 1997.
The sales growth reported by the Consumer and Food Service
segments was partially offset by a $10.4 million, or 4%,
decline in Net Sales from the Industrial segment. This
segment's results were mainly caused by sluggish demand
reported by its European operations and the disposition of a
product line at the end of fiscal 1996.
As of June 30, 1997, the Gross Profit Margin Percentage
remained basically unchanged at 33% as compared to 32.9%
reported in the prior year. The Consumer segment reported an
increase in the Gross Profit Margin Percentage of one
percentage point primarily due to increased volume and more
favorable material costs. Despite the growth in Net Sales
reported by the Food Service segment, the Gross Profit
Margin Percentage declined slightly mainly due to
restructuring costs at one division. The Gross Profit Margin
Percentage recorded by the Industrial segment was basically
unchanged in total. However, European operations reported
unfavorable trends in profit margins due to increased
competitive pressures on pricing which was offset by growth
in margins recorded by a few domestic units due mainly to
favorable changes in product mix.
Selling, General and Administrative Expense (SG&A) rose $7.1
million in 1997 to 23.6% of Net Sales versus 22.4% of Net
Sales in 1996. The majority of the increase was attributable
to the Consumer segment. This segment registered a 12.7%
increase in SG&A as a result of acquisitions made during
fiscal 1997. These costs were somewhat higher than
anticipated due to difficulties assimilating some of the
acquisitions. Management has taken steps to reduce these
expenses to a more acceptable level. The Food Service and
Industrial segments reported minor fluctuations in SG&A.
For the year ended June 30, 1997, Depreciation and
Amortization Expenses increased slightly to $12.8 million as
compared to $12.5 million in 1996. All three segments
reported minor increases in Depreciation and Amortization
Expenses, none of which was individually significant.
Interest Expense decreased $551,000, or 6.1%, in 1997. This
was due to a decline in both borrowings and interest rates
compared to the prior year.
The above factors resulted in a decline in Income Before
Income Taxes of $4.6 million, or 9.6%, in 1997 as compared
to 1996. The Industrial segment reported a $4.6 million, or
15.1%, decrease in Operating Income due mainly to the
reduction in Net Sales discussed above. The Food Service and
Consumer segments reported minor fluctuations in Operating
Income.
The effective tax rate increased to 38.1% for the year ended
June 30, 1997, as compared to 36.2% for the previous fiscal
year due mainly to reduced availability of foreign tax
credits.
Due to the above factors, Net Income decreased $3.8 million,
or 12.4%.
FISCAL 1996 AS COMPARED TO FISCAL 1995
In the latter portion of fiscal 1995, a few divisions raised
sales prices to partially offset increased material costs.
Although it is difficult to quantify the impact of the sales
price increases on Net Sales during fiscal 1996, management
believes the majority of the fluctuations in Net Sales
reported by each segment are due to changes in unit volume.
In addition, although changes in annual average exchange
rates from 1995 to 1996 had a positive impact on Net Sales
in 1996, the total effect of such changes was not significant.
For the year ended June 30,1996, Net Sales decreased $6.6
million, or 1.2%, as compared to the fiscal year ended 1995.
Net Sales reported by the Industrial segment increased $3.9
million, or 1.5%, for the year ended June 30, 1996. Improved
results reported by James Burn International and Roehlen
Industries/Europe accounted for the majority of this sales
growth due to increased worldwide demand. However, this
sales growth was partially offset by the absence of a German
subsidiary which was sold in the first quarter of fiscal
1995.
The Consumer segment reported a $1.7 million, or 1.1%,
increase in Net Sales for the year ended June 30, 1996,
mainly due to improved customer demand reported by Berean
Christian Stores.
The Food Service segment registered a $12.2 million, or
7.7%, reduction in Net Sales for the year ended June 30,
1996. Fiscal 1996 Net Sales reported by the majority of
operations within this segment declined due to sluggish
economic conditions within the food service industry,
compounded by U.S. weather related problems in the third
fiscal quarter of 1996.
The Gross Profit Margin Percentage decreased from 33.8% in
1995 to 32.9% in 1996 with all three segments reporting a
reduction in their Gross Profit Margin Percentages. Despite
the growth in sales reported during fiscal 1996, the
Industrial segment's Gross Profit Margin Percentage fell one
percentage point due to competitive pressures on profit
margins. The Food Service segment's Gross Profit Margin
Percentage declined almost three percentage points primarily
due to the reduction in sales discussed above. A slight
decline in profit margins was reported by the Consumer
segment.
Selling, General and Administrative Expense (SG&A) decreased
$4.0 million in 1996 to 22.4% of Net Sales versus 22.9% of
Net Sales in 1995. The majority of this decline is related
to a reduction in profit improvement incentive plan expenses
due to the decrease in Net Income reported in fiscal 1996.
All three segments reported slight dollar fluctuations in
SG&A expense.
For the year ended June 30, 1996, Depreciation and
Amortization Expenses rose slightly to $12.5 million versus
$12.4 million in 1995. The Industrial and Consumer segments
report a slight variation in Depreciation and Amortization
Expenses. However, the Food Service segment reported a 14.1%
increase in Depreciation and Amortization Expenses due to an
expansion of facilities at two units within this segment
during fiscal year 1995.
Interest Expense rose $681,000, or 8.1%, in 1996. This is
due to an increase in borrowings at slightly higher interest
rates than those reported during fiscal 1995. In addition,
the Company negotiated a $50 million loan with an
institutional investor which bears a fixed interest rate of 7.13%.
The above factors resulted in a decline in Income Before
Income Taxes of $9.7 million, or 16.7%, in 1996 as compared
to 1995. The Industrial segment reported a $8.5 million, or
21.7%, reduction in Operating Income due mainly to the
absence of the net gain on the disposition of businesses and
product lines reported during fiscal 1995. The Food Service
segment registered a $7.7 million, or 39.5%, decline in
Operating Income due to the reduction in Net Sales and the
decrease in the Gross Profit Margin Percentage discussed above.
The effective tax rate rose in 1996 to 36.2% versus 33.7% in
1995. Fiscal 1995 was positively impacted by higher than
normal foreign tax credits which were not repeated in fiscal 1996.
Due to the above factors, Net Income declined $7.6 million, or 19.8%.
OTHER MATTERS
Inflation -- The impact of inflation felt in 1995 lessened in
fiscal 1996 and 1997 due mainly to a stabilization of
material costs, as well as the presence of only minor
increases in labor costs.
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 explained more fully in the
Notes to the Consolidated Financial Statements, the Company
does not expect the ultimate disposition of these matters to
have a material adverse effect on it financial statements.
New Accounting Pronouncements
In February 1997, the Financial Accounting Standards Board
(FASB) issued Statement of Financial Accounting Standard
(SFAS) No. 128, "Earnings per Share." This standard changes
the method of calculating earnings per share and is
effective December 15, 1997. The Company has evaluated this
standard and does not expect its adoption to have a
significant effect on the Company's earnings per share.
In June 1997, the FASB issued SFAS No. 130, "Reporting
Comprehensive Income," and SFAS No. 131, "Disclosures about
Segments of an Enterprise and Related Information." The
Company has reviewed both of these standards and does not
expect their adoption to have a significant effect on the
Company's operating results or disclosure requirements.
*These forward looking statements are affected to varying
degrees by worldwide economic conditions and inherent
uncertainties in environmental matters respectively.
<TABLE>
Five-year financial review
<CAPTION>
Standex International Corporation and Subsidiaries
(In thousands, except
per share data) 1997 1996 1995 1994 1993
Summary of Operations
<S> <C> <C> <C> <C> <C>
Net sales $564,623 $562,679 $569,293 $529,399 $506,312
Gross profit margin 186,130 185,267 192,540 172,979 168,309
Interest expense 8,497 9,048 8,367 5,938 5,597
Income before income taxes 43,516 48,124 57,803 42,222 37,450
Provision for income taxes 16,597 17,410 19,483 15,075 13,438
Net income 26,919 30,714 38,320 27,147 24,012
Per Share Data
Net sales 41.85 40.40 39.15 34.62 30.92
Earnings 2.00 2.21 2.64 1.78 1.47
Dividends paid .75 .71 .63 .52 .43
Book value 10.75 10.01 9.45 8.16 7.99
Average shares outstanding 13,491 13,927 14,540 15,293 16,376
June 30
Financial Condition
Working capital 136,946 138,860 143,135 126,803 109,128
Current ratio 2.95 3.03 2.85 2.81 2.49
Property, plant and
equipment -- net 85,598 86,616 84,528 89,697 90,919
Total assets 341,038 335,333 342,702 323,721 308,569
Long-term debt 112,347 113,822 111,845 112,854 94,416
Stockholders' equity 141,185 134,691 132,352 118,932 121,524
</TABLE>
<TABLE>
<CAPTION>
Sales and Earnings By Quarter
Year Ended June 30 (Unaudited)
(In thousands, except per share data) 1997 1996
First Second Third Fourth First Second Third Fourth
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net sales $140,199 $152,315 $130,454 $141,655 $142,235 $154,101 $130,334 $136,009
Gross profit
margin 44,620 52,207 41,618 47,685 47,286 51,426 42,907 43,648
Net income 7,542 8,127 4,169 7,081 9,310 9,177 5,562 6,665
Earnings per share .56 .60 .31 .53 .66 .65 .41 .49
</TABLE>
<TABLE>
<CAPTION>
Common Stock Prices and Dividends Paid
Common Stock Price Range
Year Ended June 30, 1997 1996 Dividends Per
Share
High Low High Low 1997 1996
<S> <C> <C> <C> <C> <C> <C>
First quarter $30 $27-7/8 $36-1/2 $31-1/2 $.18 $.17
Second quarter 31-5/8 29-7/8 36-3/4 32 .19 .18
Third quarter 30-1/2 26-1/8 32-7/8 26-1/2 .19 .18
Fourth quarter 30-3/8 24-1/2 30-7/8 25-3/8 .19 .18
</TABLE>
<TABLE>
<CAPTION>
Distribution of the 1997 Sales Dollar
<S> <C> <C>
Materials and services $323,817,000 57%
Wages, salaries and
employee benefits 176,016,000 31
Depreciation and amortization 12,777,000 2
Interest on borrowed money 8,497,000 2
Income taxes 16,597,000 3
Reinvested in the Company 16,917,000 3
Dividends to stockholders 10,002,000 2
Total $564,623,000 100%
</TABLE>
<TABLE>
Statements of Consolidated Income
Standex International Corporation and Subsidiaries
<CAPTION>
Year Ended June 30 1997 1996 1995
Revenue
<S> <C> <C> <C>
Net sales $564,623,458 $562,678,620 $569,292,824
Net gain on disposition of
businesses and product lines 1,034,927 - 5,426,231
Interest and other 906,371 879,359 1,107,075
Total revenue 566,564,756 563,557,979 575,826,130
Costs and Expenses
Cost of products sold 368,561,942 367,740,986 367,118,405
Selling, general and
administrative 133,212,462 126,148,350 130,181,612
Depreciation and amortization 12,777,339 12,497,148 12,355,863
Interest 8,497,425 9,047,701 8,367,075
Total costs and expenses 523,049,168 515,434,185 518,022,955
Income Before Income Taxes 43,515,588 48,123,794 57,803,175
Provision for Income Taxes 16,597,000 17,410,000 19,483,000
Net Income $26,918,588 $30,713,794 $38,320,175
Earnings Per Share $2.00 $2.21 $2.64
See notes to consolidated financial statements.
</TABLE>
<TABLE>
Statements of Consolidated
Stockholders' Equity
<CAPTION>
Additional Cumulative
Common Paid-In Retained Translation Treasury
Year Ended June 30 Stock Capital Earnings Adjustment Shares Amount
Balance,
<S> <C> <C> <C> <C> <C> <C>
June 30, 1994 $41,976,417 $871,128 $246,704,894 $(3,413,821) 13,401,670 $(167,206,663)
Stock issued for
employee stock
options and 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)
Stock issued for
employee stock
options and stock
purchase plan,
net of related
income tax benefit 1,248,554 (140,634) 1,915,462
Treasury stock acquired 702,961 (20,876,183)
Net income 30,713,794
Dividends paid (71 cents
per share) (9,753,583)
Foreign currency translation
adjustment (909,373)
Balance,
June 30, 199 41,976,417 3,377,698 296,991,372 (571,833) 14,534,837 (207,082,935)
Stock issued for
employee stock
options and stock
purchase plan,
net of related
income tax benefit 959,999 (113,900) 1,641,943
Stock issued in conjunction
with acquisition 1,325,527 (79,616) 1,142,569
Treasury stock acquired 513,251 (14,981,914)
Net income 26,918,588
Dividends paid (75 cents
per share) (10,001,657)
Foreign currency translation
adjustment (510,568)
Balance,
June 30, 1997 $41,976,417 $5,663,224 $313,908,303 $(1,082,401) 14,854,572 $(219,280,337)
See notes to consolidated financial statements.
</TABLE>
<TABLE>
Consolidated Balance Sheets
<CAPTION>
Standex International Corporation and Subsidiaries
June 30 1997 1996
Assets
Current Assets
<S> <C> <C>
Cash and cash equivalents $ 6,148,788 $ 5,146,943
Receivables -- less allowance of $2,536,000 in
1997 and $2,666,000 in 1996 86,852,399 88,567,119
Inventories 109,453,881 109,720,414
Prepaid expenses 4,631,050 3,957,613
EETotal current assets 207,086,118 207,392,089
Property, Plant and Equipment
Land and buildings 59,896,439 58,512,210
Machinery and equipment 163,622,416 158,966,157
Total 223,518,855 217,478,367
Less accumulated depreciation 137,920,945 130,862,140
Property, plant and equipment - net 85,597,910 86,616,227
Other Assets
Prepaid pension cost 24,319,691 20,744,152
Goodwill - net 15,194,882 14,655,418
Other 8,839,295 5,925,286
Total other assets 48,353,868 41,324,856
Total $341,037,896 $335,333,172
Liabilities and Stockholders' Equity
Current Liabilities
Current portion of debt $ 2,029,708 $ 5,286,699
Accounts payable 31,380,437 29,202,348
Accrued payroll and employee benefits 16,568,023 17,792,859
Income taxes 4,481,130 1,566,547
Other 15,680,749 14,683,618
Total current liabilities 70,140,047 68,532,071
Long-Term Debt - less current portion 112,347,000 113,822,445
Deferred Income Taxes 13,819,000 12,583,000
Other Noncurrent Liabilities 3,546,643 5,704,937
Commitments and Contingencies
Stockholders' Equity
Common stock - authorized, 30,000,000
shares in 1997 and 1996;
par value, $1.50 per share;
issued 27,984,278 shares in 1997 and 1996 41,976,417 41,976,417
Additional paid-in capital 5,663,224 3,377,698
Retained earnings 313,908,303 296,991,372
Cumulative translation adjustment (1,082,401) (571,833)
Less cost of treasury shares: 14,854,572
shares in 1997 and 14,534,837 in 1996 (219,280,337) (207,082,935)
Total stockholdersO equity 141,185,206 134,690,719
Total $341,037,896 $335,333,172
</TABLE>
<TABLE>
Statements of Consolidated Cash Flows
<CAPTION>
Standex International Corporation and Subsidiaries
Year Ended June 30 1997 1996 1995
Cash Flows from Operating Activities
<S> <C> <C> <C>
Net income $ 26,918,588 $ 30,713,794 $ 38,320,175
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 12,777,339 12,497,148 12,355,863
Profit improvement incentive plan (258,640) (88,442) 5,836,089
Deferred income taxes 1,236,000 475,000 (1,661,000)
Net pension credit (1,573,000) (981,000) (1,206,000)
Loss on sale of investments, real estate
and equipment 1,758 6,677 92,250
Gain on disposition of businesses (1,034,927) - (5,426,231)
Increase (decrease) in cash from changes in assets
and liabilities,
net of effect of acquisitions and dispositions:
Receivables - net 1,296,364 1,922,429 (9,300,099)
Inventories (384,315) 6,690,380 (15,145,192)
Prepaid expenses and other assets (4,035,386) (3,025,909) 536,722
Accounts payable 2,065,519 (7,221,125) 9,644,224
Accrued payroll, employee benefits and
other liabilities (2,969,247) (3,993,614) (734,555)
Income taxes 2,889,399 (2,922,144) 4,236,307
Net cash provided by operating activities 36,929,452 34,073,194 37,548,553
Cash Flows from Investing Activities
Expenditures for property and equipment (12,225,849) (15,328,374) (12,006,428)
Expenditures for acquisitions, net
of cash acquired (4,592,937) - -
Proceeds from sale of investments,
real estate and equipment 597,769 525,765 546,214
Proceeds from disposition of businesses 5,190,655 - 13,589,000
Net cash (used for) provided by
investing activities (11,030,362) (14,802,609) 2,128,786
Cash Flows from Financing Activities
Proceeds from additional borrowings 160,000 5,105,885 7,877,395
Payments of debt (4,892,436) (1,162,197) (15,141,363)
Stock issued under employee stock option and
stock purchase plans 5,070,038 3,164,016 4,254,815
Cash dividends paid (10,001,657) (9,753,583) (8,993,908)
Purchase of treasury stock (14,981,914) (20,876,183) (23,912,350)
Net cash used for financing activities (24,645,969) (23,522,062) (35,915,411)
Effect of Exchange Rate Changes on Cash and
Cash Equivalents (251,276) (144,506) 757,597
Net Changes in Cash and Cash Equivalents 1,001,845 (4,395,983) 4,519,525
Cash and Cash Equivalents at Beginning of Year 5,146,943 9,542,926 5,023,401
Cash and Cash Equivalents at End of Year $ 6,148,788 $ 5,146,943 $9,542,926
Supplemental Disclosure of Cash Flow Information
Cash paid during the year for:
Interest $ 8,465,024 $ 8,180,245 $ 8,033,311
Income taxes 14,046,417 19,840,441 16,946,988
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
Cash and cash equivalents include 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.
Income Taxes
The Company accounts for income taxes in accordance with
Statement of Financial Accounting Standard (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.
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 $8,577,000 and $7,969,000 at June
30, 1997 and 1996, 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
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 rates. 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. Accordingly,
for financial statement purposes annualized gains or losses
of forward contracts entered into to hedge commitments are
deferred until the position is closed out. At June 30, 1997,
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 short-duration, high
quality debt securities. The Company limits the amount of
credit exposure in any one institution or type of investment
instrument.
Accounting Estimates
The preparation of the Company's consolidated financial
statements in conformity with generally accepted accounting
principles necessarily requires management to make estimates
and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenue and expenses during the
reporting period. Actual results could differ from those
estimates.
Fair Value of Financial Instruments
The carrying amounts of cash and cash equivalents, accounts
receivable, accounts payable and accrued expenses
approximate fair value because of their short-term nature.
The carrying amount of the Company's debt instruments
approximates fair value.
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 13,490,810;
13,927,223; and 14,540,476 in 1997, 1996 and 1995,
respectively.
Reclassifications
Certain prior year amounts have been reclassified to conform
to the 1997 financial statement presentation.
<TABLE>
Inventories
<CAPTION>
Inventories are comprised of (in thousands):
June 30 1997 1996
<S> <C> <C>
Raw materials $ 34,466 $ 36,631
Work in process 26,975 24,600
Finished goods 48,013 48,489
Total $109,454 $109,720
</TABLE>
<TABLE>
Debt
<CAPTION>
Debt is comprised of (in thousands):
June 30 1997 1996
<S> <C> <C>
Bank credit agreements $ 62,737 $ 67,164
Institutional investors
7.13% (due 2000-2006) 50,000 50,000
Other 4.5% to 6.875%
(due 1998-2004) 1,640 1,945
Total 114,377 119,109
Less current portion 2,030 5,287
Total long-term debt $112,347 $113,822
</TABLE>
Bank Credit Agreements
The Company has a revolving credit agreement with five
banks. The agreement provides for a maximum credit line of
$125,000,000 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 revolving
credit agreement during 1997, 1996 or 1995.
In addition, the Company has the option to borrow up to
$125,000,000 on an unsecured short-term basis at rates which
are generally below the prime rate (such rates varied from
5.4% to 5.8% during 1997). Available borrowings under the
revolving credit agreement as described in the first
paragraph are reduced by short-term borrowings.
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.
At June 30, 1997, the Company had the ability to borrow an
additional $62,263,000 under the aforementioned bank credit
agreements.
Institutional Investor Agreement
The Company also has a note purchase agreement with an
institutional investor for $50,000,000. The 7.13% note is
due September 2005 and requires principal payments of
$7,143,000 annually beginning in September 1999.
Loan Covenants and Repayment Schedule
The Company's loan agreements contain limited provisions
relating to the maintenance of certain financial ratios and
restrictions on additional borrowings and investments.
Debt is due as follows: 1998, $2,030,000; 1999, $190,000;
2000, $68,375,000; 2001, $7,358,000; 2002, $7,368,000; and
thereafter, $29,056,000.
<TABLE>
Accrued Payroll and Employee Benefits
<CAPTION>
This current liability caption consists of (in thousands):
June 30 1997 1996
<S> <C> <C>
Payroll $12,644 $12,270
Benefits 2,746 4,519
Taxes 1,178 1,004
Total $16,568 $17,793
</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, 1997,
1996 and 1995 was approximately $6,800,000; $6,500,000 and
$6,100,000, respectively. At June 30, 1997, the minimum
annual rental commitments under noncancelable operating
leases, principally real estate, were approximately: 1998,
$4,300,000; 1999, $3,500,000; 2000, $2,600,000; 2001,
$1,800,000; 2002, $1,100,000; and thereafter, $3,300,000.
Contingencies
The Company is a party to various claims and legal
proceedings related to environmental and other matters
generally incidental to its business. Management has
evaluated each matter based, in part, upon the advice of its
independent environmental consultants and in-house counsel
and has recorded an appropriate provision for the resolution
of such matters in accordance with SFAS No. 5, "Accounting
for Contingencies." Management believes that such provision
is sufficient to cover any future payments, including legal
costs, under such proceedings.
<TABLE>
Income Taxes
<CAPTION>
The provision for income taxes consists of (in thousands):
Year Ended June 30 1997 1996 1995
Current:
<S> <C> <C> <C>
Federal $ 8,997 $ 9,000 $12,433
State 2,122 2,240 2,670
Non-U.S. 4,242 5,695 6,041
Total 15,361 16,935 21,144
Deferred 1,236 475 (1,661)
Total $16,597 $17,410 19,483
</TABLE>
Income before income taxes relating to U.S. operations was
$32,232,000; $33,505,000 and $35,669,000 in 1997, 1996 and
1995, respectively. Income before income taxes for non-U.S.
operations was $11,284,000; $14,619,000 and $22,134,000 in
1997, 1996 and 1995, respectively.
<TABLE>
A reconciliation of the U.S. income tax rate to the
effective income tax rate is as follows:
<CAPTION>
Year Ended June 30 1997 1996 1995
<S> <C> <C> <C>
Statutory tax rate 35.0% 35.0% 35.0%
Non-U.S. (0.8) (1.5) (1.8)
State taxes 3.4 3.1 2.8
Insurance D net (0.4) (0.5) (0.3)
Other items D net 0.9 0.1 (2.0)
Effective income tax rate 38.1% 36.2% 33.7%
</TABLE>
<TABLE>
Significant components of the Company's net deferred tax
liability are as follows (in thousands):
<CAPTION>
June 30 1997 1996
Deferred tax liabilities:
<S> <C> <C>
Accelerated depreciation $10,973 $11,588
Net pension credit 8,802 7,642
Other items 490 427
Deferred tax assets:
Expense accruals (6,063) (5,804)
Compensation costs (383) (1,270)
Net deferred tax liability $13,819 $12,583
</TABLE>
<TABLE>
Significant components of deferred income taxes impact
deferred income tax expense as follows (in thousands):
<CAPTION>
Year Ended June 30 1997 1996 1995
<S> <C> <C> <C>
Accelerated depreciation $(615) $(419) $180
Net pension credit 1,160 1,386 578
Compensation costs 887 1,338 (855)
Expense accruals (419) (1,749) (1,334)
Other items 223 (81) (230)
Total $1,236 $475 $(1,661)
</TABLE>
At June 30, 1997, accumulated retained earnings of non-U.S.
subsidiaries totaled $31,694,000. 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 4-15.
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 noncurrent
assets.
<TABLE>
<CAPTION>
net sales operating income
Year Ended June 30
(In thousands) 1997 1996 1995 1997 1996 1995
<S> <C> <C> <C> <C> <C> <C>
Food Service $149,371 $146,547 $158,723 $11,665 $11,731 $19,384
Industrial 252,742 263,145 259,274 25,998 30,611 39,104
Consumer 162,510 152,987 151,293 18,511 18,321 19,640
Corporate and other - - 3 (12,658) (12,539) (20,325)
Total $564,623 $562,679 $569,293 $43,516 $48,124 $57,803
</TABLE>
<TABLE>
<CAPTION>
Assets Employed Capital
Expenditures
As of and Year Ended
June 30 (In thousands) 1997 1996 1995 1997 1996 1995
<S> <C> <C> <C> <C> <C> <C>
Food Service $77,906 $79,604 $84,497 $2,182 $5,028 $3,265
Industrial 154,483 155,386 159,847 7,306 7,722 6,336
Consumer 82,056 76,180 78,089 2,525 2,436 2,179
Corporate and other 26,593 24,163 20,269 213 142 226
Total $341,038 $335,333 $342,702 $12,226 $15,328 $12,006
</TABLE>
<TABLE>
<CAPTION>
Depreciation and Amortization
Year Ended June 30
(In thousands) 1997 1996 1995
<S> <C> <C> <C>
Food Service $2,736 $2,689 $2,356
Industrial 6,959 6,774 7,009
Consumer 2,842 2,785 2,729
Corporate and other 240 249 262
Total $12,777 $12,497 $12,356
</TABLE>
<TABLE>
Financial data related to U.S. and non-U.S. operations:
<CAPTION>
U.S. Non-U.S.
As of and Year Ended June 30
(In thousands) 1997 1996 1995 1997 1996 1995
<S> <C> <C> <C> <C> <C> <C>
Net sales $463,654 $457,877 $473,187 $100,969 $104,802 $96,103
Operating income 45,236 46,292 55,436 10,938 14,371 22,692
Assets employed 242,189 239,829 249,158 72,256 71,341 73,275
</TABLE>
The Corporate segment is excluded from the above 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.
<TABLE>
The periodic pension credit is comprised of the components
listed below as determined using the projected unit credit
actuarial cost method (in thousands):
<CAPTION>
Year Ended June 30 1997 1996 1995
Service costs for benefits
<S> <C> <C> <C>
earned during the period $3,696 $3,669 $3,722
Interest cost on projected
benefit obligation 8,459 8,337 7,734
Actual return on plan assets (14,651) (20,447) (7,384)
Net amortization and deferral 923 7,460 (5,278)
Net pension credit $(1,573) $(981) $(1,206)
</TABLE>
<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):
<CAPTION>
June 30 1997 1996
<S> <C> <C>
Accumulated vested benefit obligation $ 86,961 $ 81,081
Projected benefit obligation 109,596 102,022
Fair value of assets 145,918 135,366
Funded status 36,322 33,344
Unrecognized transition amount (8,497) (10,207)
Unrecognized prior service cost 1,612 1,501
Unrecognized gain (8,792) (7,422)
Prepaid pension cost $ 20,645 $ 17,216
</TABLE>
The accumulated benefit obligation approximated the
accumulated vested benefit obligation in 1997 and 1996. For
its U.S. plans, the Company used an assumed weighted average
discount rate of 8.5% for 1997, 1996 and 1995, and a rate of
increase in future compensation levels of 5% in 1997, 1996
and 1995 in determining the actuarial present value of its
projected benefit obligation. The expected long-term rate of
return on U.S. plan assets was 9% in 1997, 1996 and 1995. At
June 30, 1997, U.S. plan assets consist of equity
securities, government and agency obligations, corporate
bonds and cash equivalents. For its non-U.S. plans, the
Company used assumed weighted average discount rates ranging
from 6.5% to 8.25% in 1997 and 7.0% to 8.75% in 1996 and
rates of increase in future compensation levels ranging from
4.0% to 5.0% in 1997 and 4.0% to 5.5% in 1996 in determining
the actuarial present value of the projected benefit
obligation. The expected long-term rate of return on plan
assets was 9.5% in 1997, 1996 and 1995. As of June 30, 1997,
non-U.S. plan assets consist of units in pooled investment
funds. Non-U.S. obligations and assets are not considered
material and hence these plans have been included with the
U.S. plans in the funded status reconciliation.
Certain U.S. employees are covered by union-sponsored,
collectively bargained, multi-employer pension plans.
Contributions and costs are determined in accordance with
the provisions of negotiated labor contracts or terms of the
plans. Pension expense for these plans was $1,305,000;
$1,203,000 and $1,142,000 in 1997, 1996 and 1995,
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 each of the
years ended June 30, 1997, 1996 and 1995 aggregated
$1,000,000.
Profit Improvement Participation Share Plan
The Company has maintained a profit improvement incentive
plan in which certain officers and employees participate.
The plan is being phased-out and, consequently, no new units
have been awarded since 1995. Units under this plan were
issued at the discretion of the Salary and Employee Benefits
Committee of the Board of Directors and were 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 (credited)/charged to operations for the years ended
June 30, 1997, 1996 and 1995 were $(259,000), $(88,000) and
$5,836,000, respectively. The last outstanding units will be
paid with respect to the year ending June 30, 2000.
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.
The Company accounts for postretirement benefits in
accordance with 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.
<TABLE>
Postretirement cost is comprised of the components listed
below (in thousands):
<CAPTION>
Year Ended June 30 1997 1996 1995
Service costs for benefits
<S> <C> <C> <C>
earned during the period $77 $92 $102
Interest cost on projected
benefit obligation 559 651 654
Amortization of transition
amount 309 402 446
Total postretirement costs $945 $1,145 $1,202
</TABLE>
<TABLE>
The following table sets forth the funded status of the
CompanyOs postretirement benefit plans other than pensions
(in thousands):
<CAPTION>
June 30 1997 1996
Accumulated benefit obligation:
<S> <C> <C>
Retirees $3,807 $4,193
Eligible active employees 1,501 1,939
Other active employees 1,563 1,874
Total 6,871 8,006
Unrecognized net loss 2,455 1,352
Unrecognized transition obligation (7,147) (7,593)
Accrued postretirement cost $2,179 $1,765
</TABLE>
The Company used an assumed discount rate of 8.5% for 1997
and 1996 and an assumed health care cost trend rate of 4%
for 1997 and an initial assumed health care cost trend rate
of 8.5% for 1996 declining gradually to an ultimate cost
rate of 5% for years after 2009. A 1% increase in the
assumed health care cost trend rate would have increased the
accumulated benefit obligation by $811,000 and the
postretirement cost by $69,000 in 1997.
Stock Option and Stock Purchase Plans
Stock Option Plans
At June 30, 1997, 717,460 shares of common stock were
reserved for issuance under the Stock Option Plans. Of this
amount, and as noted in the table below, 489,160 shares are
for options granted but unexercised. 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. Certain options granted at fair market value can
be exercised anytime after six months from the date of
grant, and other options can only be exercised in accordance
with vesting schedules prescribed by the Committee.
A summary of options issued under the plans is as follows:
<TABLE>
<CAPTION>
Number Weighted Average
Year Ended June 30 of options Exercise Price
Outstanding, June 30, 1994
<S> <C> <C>
($6.75 to $26.00 per share) 457,412 $10.72
Granted ($22.00 to $31.00 per share) 144,000 24.76
Exercised ($6.75 to $16.00 per share) (154,915) 9.03
Canceled ($7.50 to $12.50 per share) (4,600) 10.65
Outstanding, June 30, 1995
($6.75 to $31.00 per share) 441,897 15.94
Granted ($22.50 to $29.75 per share) 144,200 28.48
Exercised ($6.75 to $31.00 per share) (64,552) 11.11
Canceled ($24.75 to $31.00 per share) (3,800) 22.76
Outstanding, June 30, 1996
($7.50 to $31.00 per share) 517,745 19.98
Granted ($28.00 per share) 5,000 28.00
Exercised ($8.00 to $20.75 per share) (28,685) 11.12
Canceled ($29.75 to $31.00 per share) (4,900) 27.43
Outstanding, June 30, 1997
($7.50 to $31.00 per share) 489,160 20.51
Exercisable, June 30, 1997
($7.50 to $31.00 per share) 302,836 $17.45
</TABLE>
<TABLE>
The following table sets forth information regarding options
outstanding at June 30, 1997:
<CAPTION>
Weighted
Weighted Average
Weighted Average Number Exercise Prices
Number Range of Average Remaining Life Currently for Currently
of Options Exercise Prices Exercise Price (Years) Exercisable Exercisable
<C> <C> <C> <C> <C> <C> <C>
65,000 $7.50 - $10.19 $8.57 4 65,000 $8.57
84,460 $10.31 - $12.50 $10.45 4 84,460 $10.45
62,300 $15.81 - $22.50 $18.70 6 34,790 $18.27
164,200 $23.00 - $28.50 $24.53 8 65,735 $24.44
113,200 $29.75 - $31.00 $30.02 9 52,851 $30.33
489,160 $7.50 - $31.00 $20.51 7 302,836 $17.45
</TABLE>
The Company uses the intrinsic value method to measure compensation expense
associated with grants of stock options to employees. Had the Company used the
fair value method to measure compensation for grants after fiscal 1995, reported
net income and earnings per share would have been as follows:
<TABLE>
<CAPTION>
Year Ended June 30 (In thousands) 1997 1996
<S> <C> <C>
Income Before Income Taxes $42,815 $47,641
Provision for Income Taxes 16,410 17,248
Net Income $26,405 $30,393
Earnings Per Share $1.96 $2.18
</TABLE>
Options granted during 1997 and 1996 had a weighted average grant date fair
value of $7.44 and $8.17, respectively. The fair value of options on the grant
date, including the valuation of the option feature implicit in the Company's
stock purchase plan, was measured using the Binomial option pricing model. Key
assumptions used to apply this pricing model are as follows:
<TABLE>
<CAPTION>
Year Ended June 30 1997 1996
<S> <C> <C>
Range of risk-free interest rates 6.49% 5.46%
to 6.63%
Range of expected life of
option grants (in years) 8 7
Expected volatility of underlying
stock 18.5% 22.5%
to 25.2%
Range of expected quarterly
dividends (per share) $0.18 $0.16
to $0.19 to $0.18
</TABLE>
It should be noted that the option pricing model used was designed to value
readily tradable stock options with relatively short lives. The options granted
to employees are not tradable and have contractual lives of up to ten years.
However, management believes that the assumptions used and the model to value
the awards yields a reasonable estimate of the fair value of the grants made
under the circumstances.
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 44,229 at June 30, 1997.
Shares purchased under this plan aggregated 85,222; 76,082 and 77,006 in 1997,
1996 and 1995, 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 CompanyOs common stock, or announces
an offer to acquire 30% or more of the Company.
ACQUISITIONS AND DISPOSITIONS
During 1997 the Company purchased five companies for $4,800,000 in cash and
stock. Acquired were three mail order companies, a Christian bookstore company,
and a publishing company. These transactions were accounted for as purchases
and, accordingly, the consolidated financial statements include the results of
operations of the acquired businesses from their respective acquisition dates.
The various acquisition purchase prices were allocated to the assets acquired
based on their fair value and resulted in the recognition of goodwill of
$1,500,000. If the acquisitions had occurred as of July 1, 1994 consolidated
results would not have been materially affected.
During 1997 the Company sold a division and two product lines for net proceeds
of $5,200,000 and a net gain of $1,000,000. 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 in 1995. 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, 1997
and 1996 are set forth on page 18.
SUBSEQUENT EVENT
On August 20, 1997, the Company signed a purchase and sale agreement with ACME
Manufacturing Company whereby the Company would acquire the net assets of ACME.
The acquisition will be accounted for as a purchase and was not significant with
respect to the Company's consolidated financial statements. On an unaudited
proforma basis, if the acquisition had occurred July 1, 1996, net sales and net
earnings for fiscal 1997 would have been approximately $623,400,000 and
$28,800,000, respectively.
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, 1997 and 1996, 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, 1997. 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, 1997 and 1996, and the results of their
operations and their cash flows for each of the years in the three year period
ended June 30, 1997 in conformity with generally accepted accounting principles.
/s/Deloitte & Touche LLP
Deloitte & Touche LLP
Boston, Massachusetts
August 20, 1997
Corporate Headquarters
Standex International Corporation
6 Manor Parkway
Salem, NH 03079
(603) 893-9701
Facsimile: (603) 893-7324
http://www.standex.com
Common Stock
Listed on the New York Stock
Exchange (Ticker symbol:SXI)
Transfer Agent and Registrar:
Boston EquiServe
Box 644, Mail Stop 45-02-64,
Boston, MA 02102-0644
(617) 575-3400
http://www.equiserve.com
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 StandexOs Transfer Agent (Boston EquiServe, Box 644,
Mail Stop 45-02-64, 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 StandexOs 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
28, 1997 at BankBoston, Auditorium, Main Lobby, 100 Federal Street, Boston, MA
Board of Directors
Thomas L. King*
Chairman of the Board
Edward J. Trainor*
President and
Chief Executive Officer
John Bolten, Jr.**
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*, **
Retired 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.
President, CEO
Frank Lloyd Wright Foundation
Sol Sackel
Former Senior Vice President of the Company
Lindsay M. Sedwick
Senior Vice President/CFO
* Member of Executive Committee
** Founder of the Company
Corporate Officers
Thomas L. King
Chairman of the Board
Edward J. Trainor
President and
Chief Executive Officer
David R. Crichton
Executive Vice President/ Operations
Thomas H. DeWitt
Executive Vice President/ Administration, General Counsel
Lindsay M. Sedwick
Senior Vice President/CFO
Robert R. Kettinger
Corporate Controller
Deborah A. Rosen
Assistant General Counsel,
Assistant Secretary
Richard H. Booth
Corporate Counsel, Secretary
Mark R. Hampton
Assistant Treasurer/Europe
Division Management
Harry D. Goodwin
President
Standex Direct
Jerry G. Griffin
President
Standex Commercial Products
John Hill
Chairman & Consultant
Standex Electronics
Anthony N. Johannsen
President
James Burn International
Fred T. 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
Eugene H. Wigginton
President
Standard Publishing
L. Kenneth Womelsdorf
President
Standex Precision Engineering
Printed in U.S.A. by Standard Publishing, Cincinnati, Ohio, a division of
Standex International.
FOOD SERVICE
Master-Bilt Products
Federal Industries
General Slicing
Mason Candlelight
United Service Equipment Company
BKI-Barbecue King UK
H.F. Coors China
Procon Products
INDUSTRIAL
Jarvis Caster Group
Can-Am Casters and Wheels
Standex Electronics
James Burn International
Doubleday Bros.
Mold-Tech
Custom Hoists
Spincraft
Roehlen Texturizing Systems
SXI Technologies
CONSUMER
Standard Publishing
Berean Christian Stores
Standex Direct
National Metal Industries
Standex Air Distribution Products
Williams Healthcare Systems
essential
products
for your world
STANDEX INTERNATIONAL CORPORATION
6 Manor Parkway - Salem, NH 03079 - 603 893 9701
www.standex.com
931-10-AR-97
<TABLE>
Exhibit 21
STANDEX INTERNATIONAL CORPORATION AND SUBSIDIARIES
SUBSIDIARIES OF REGISTRANT
Information is set forth below concerning all operating subsidiaries of the
Company as of June 30, 1997 (except subsidiaries which, considered in the
aggregate do not constitute a significant subsidiary):
<CAPTION>
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>
Crest Fruit Company ............ Texas 100%
Custom Hoists, Inc. ............ Ohio 100%
Fellowship Bookstores .......... California 100%
James Burn International, 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. 33-2-7706, 33-42954, 33-45054
and 33-58835 of Standex International Corporation and
subsidiaries on Form S-8 of our reports dated August 20,
1997, appearing in and incorporated by reference in the
Annual Report on Form 10-K of Standex International
Corporation and subsidiaries for the year ended June 30,
1997.
/s/ DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Boston, Massachusetts
September 18, 1997
EXHIBIT 24
POWER OF ATTORNEY
The undersigned, being a director of Standex Internattional Corporation
("Standex"), hereby consttiitutes Edward J. Trainorr 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, 1997, 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 22nd day of September, 1997
/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, 1997, 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 22nd day of September, 1997.
/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, 1997, 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 22nd day of September, 1997.
/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, 1997, 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 22nd day of September, 1997.
/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, 1997, 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 22nd day of September, 1997.
/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, 1997, 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 22nd day of September, 1997.
/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, 1997, 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 22nd day of September, 1997.
/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, 1997, 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 22nd day of September, 1997.
/s/ H. Nicholas Muller, III
H. Nicholas Muller, III
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, 1997, and any and all amendments thereto and generally to do such
things in my name and behalf to enable Standex to commply with the requirements
of the Securities and Exchange Commission relating to Form 10-K.
Witness my signature as of the 22nd day of September, 1997.
/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, 1997, 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 22nd day of September, 1997.
/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, 1997, 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 22nd day of September, 1997.
/s/ Edward J. Trainor
Edward J. Trainor
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER>1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-END> JUN-30-1997
<CASH> 6,149
<SECURITIES> 0
<RECEIVABLES> 89,388
<ALLOWANCES> 2,536
<INVENTORY> 109,454
<CURRENT-ASSETS> 207,086
<PP&E> 223,519
<DEPRECIATION> 137,921
<TOTAL-ASSETS> 341,038
<CURRENT-LIABILITIES> 70,140
<BONDS> 112,347
0
0
<COMMON> 41,976
<OTHER-SE> 99,209
<TOTAL-LIABILITY-AND-EQUITY> 341,038
<SALES> 564,623
<TOTAL-REVENUES> 566,565
<CGS> 368,562
<TOTAL-COSTS> 368,562
<OTHER-EXPENSES> 12,777
<LOSS-PROVISION> 2,277
<INTEREST-EXPENSE> 8,497
<INCOME-PRETAX> 43,516
<INCOME-TAX> 16,597
<INCOME-CONTINUING> 26,919
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 26,919
<EPS-PRIMARY> 2.00
<EPS-DILUTED> 2.00
</TABLE>
