-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QR6nm9krcq3Nd3gaAg9/aL+rhwVYbWiYVJUu+Dpklnx0AYMbRQ8/lAVoJrHogr05 INQ4Cdaqvtlm+D2Il+uogg== 0000310354-95-000018.txt : 19950928 0000310354-95-000018.hdr.sgml : 19950927 ACCESSION NUMBER: 0000310354-95-000018 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 9 CONFORMED PERIOD OF REPORT: 19950630 FILED AS OF DATE: 19950922 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: STANDEX INTERNATIONAL CORP/DE/ CENTRAL INDEX KEY: 0000310354 STANDARD INDUSTRIAL CLASSIFICATION: REFRIGERATION & SERVICE INDUSTRY MACHINERY [3580] IRS NUMBER: 310596149 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07233 FILM NUMBER: 95575707 BUSINESS ADDRESS: STREET 1: 6 MANOR PKWY CITY: SALEM STATE: NH ZIP: 03079 BUSINESS PHONE: 6038939701 0000310354-95-000018.txt : 19950927 0000310354-95-000018.hdr.sgml : 19950927 ACCESSION NUMBER: 0000310354-95-000018 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 9 CONFORMED PERIOD OF REPORT: 19950630 FILED AS OF DATE: 19950922 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: STANDEX INTERNATIONAL CORP/DE/ CENTRAL INDEX KEY: 0000310354 STANDARD INDUSTRIAL CLASSIFICATION: REFRIGERATION & SERVICE INDUSTRY MACHINERY [3580] IRS NUMBER: 310596149 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07233 FILM NUMBER: 95575707 BUSINESS ADDRESS: STREET 1: 6 MANOR PKWY CITY: SALEM STATE: NH ZIP: 03079 BUSINESS PHONE: 6038939701 10-K 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 1995 Commission File Number 1-7233 STANDEX INTERNATIONAL CORPORATION (Exact name of Registrant as specified in its Charter) DELAWARE 31-0596149 (State of incorporation) (I.R.S. Employer Identification No.) 6 MANOR PARKWAY, SALEM, NEW HAMPSHIRE 03079 (Address of principal executive office) (Zip Code) (603) 893-9701 (Registrant's telephone number, including area code) SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934: Title of Each Class Name of Each Exchange on Which Registered Common Stock, Par Value $1.50 Per Share New York Stock Exchange Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES X NO The aggregate market value of the voting stock held by non-affiliates of the Registrant at July 31, 1995 was approximately $443,790,000. The number of shares of Registrant's Common Stock outstanding on September 11, 1995 was 13,950,987. Portions of the 1995 Annual Report to Stockholders of Registrant are incorporated in Parts I, II and IV of this report. Portions of the Proxy Statement of Registrant dated September 18, 1995 are incorporated in Part III of this report. ____________________________________________________________________________ ____________________________________________________________________________ PART I ITEM 1. BUSINESS Standex* is a diversified manufacturing and marketing company with operations in three product segments: Graphics/Mail Order, Institutional and Industrial. Standex was incorporated in 1975 and is the successor of a corporation organized in 1955. The business of the Company is carried on within the three segments by a number of operating units, each with its own organization. The management of each operating unit has responsibility for product development, manufacturing, marketing and for achieving a return on investment in accordance with the standards established by Standex. Overall supervision, coordination and financial control are maintained by the executive staff from its corporate headquarters located at 6 Manor Parkway, Salem, New Hampshire. As of June 30, 1995, the Company had approximately 5,000 employees. The principal products produced and services rendered by each of the segments of Standex are incorporated herein by reference to pages 4 through 11 of the Annual Report to Stockholders for the fiscal year ended June 30, 1995 (the "1995 Annual Report"). Sales are made both directly to customers and by or through manufacturers' representatives, dealers and distributors. The major markets for the above products and services are as follows: MAJOR PRODUCTS MAJOR MARKETS Graphics/Mail Order . Educational and religious Publishing: Standard Publishing religious Sunday schools, churches, periodicals, Sunday School vacation Bible schools; chain of literature and supplies 17 Berean bookstores . Commercial Printing General commerce and industry . Specialized commercial and Manufacturers, advertisers, government forms and printing, department stores, magazines, election equipment government and general industry . Binding Systems and Office Supplies: Wire-O and Mult-O machinery and Printers, publishers of complete binding systems checkbooks, calendars, appointment books, cookbooks, catalogs, manuals, etc. *References in this Annual Report on Form 10-K to "Standex" or the "Company" shall mean Standex International Corporation and its subsidiaries. MAJOR PRODUCTS MAJOR MARKETS Graphics/Mail Order (continued) . Distribution of office supplies and General commerce and industry furniture . Mail Order: Frank Lewis Grapefruit Club gift Direct to consumers packages, Harry's Crestview Groves grapefruit packages, grapefruit juice, grapefruit sections, onions, melons and roses Institutional Products . Food Service Equipment: USECO food service equipment and Hospitals, schools, nursing patient feeding systems homes, correctional facilities and restaurants Master-Bilt refrigerated Hospitals, schools, fast food beverage cases, coolers and industry, restaurants, hotels, freezers; Barbecue King ovens clubs, supermarkets, beverage and baking equipment; Federal industry, bakeries, dairy and Industries bakery and deli convenience food chains equipment; Mason candlelamps; Coors restaurant china and cookware; Red Goat waste disposers; EPCO food racks; General Slicing and Toastswell commercial appliances . Other Institutional Products: Jarvis, Can-Am Casters and Wheels General industry, hospitals and and PEMCO casters and wheels; supermarkets industrial hardware Snappy metal ducting and fittings Heating, ventilating and air conditioning distributors principally in Midwestern, Southwestern and Western United States National Metal fabricated metal products including Christmas tree Restaurants, retail stores, stands, specialty hardware and office furniture markets, metal furniture stationary supply houses and other industries Williams chiropractic and traction tables and Chiropractors and physical electrotherapy and ultrasound therapists equipment (Zenith , Combi and Intertron brands) MAJOR PRODUCTS MAJOR MARKETS Industrial Products . Texturizing Systems: Roehlen embossing rolls, machines General Industry (e.g. and plates; Mold-Tech mold automotive, plastics, textiles, engraving; Keller-Dorian print paper, building products, rolls synthetic materials, appliances, business machines, etc.) . Metal and Machinery Products: Procon rotary vane pumps Beverage industry, water purification industry, industrial heat exchanges and medical markets Spincraft power metal spinning, OEMs, turbine and generator custom forming components for manufacturers, U.S. Government, aircraft engines, gas turbines, food handling, construction military ordnance and similar machinery, etc. products Custom Hoists single and double Automotive, construction, acting telescopic and piston rod textile, and paper industries hydraulic cylinders; Perkins converting and finishing machinery and systems . Electronics Standex reed switches and relays; Telecommunications, consumer EMI/RFI powerline filters; fixed electronics, automotive, security and variable inductors and systems, communications electronic assemblies; variable equipment, computers, mica capacitors; and tunable instrumentation controls inductors and micro coils Van Products electrical connectors Air conditioning, refrigeration Financial information on each of the product groups of Standex as well as financial information of non-U.S. operations is incorporated by reference to the note to the consolidated financial statements entitled Industry Segment Information on page 21 of the 1995 Annual Report. Raw Materials Raw materials and components necessary for the fabrication of products and the rendering of services for the Company are generally available from numerous sources. The Company does not foresee any unavailability of materials or components which would have any material adverse effect on its overall business, or any of its business segments, in the near term. Patents and Trademarks The Company owns or is licensed under a number of patents and trademarks in each of its product groups. However, the loss of any single patent or trademark would not, in the opinion of the Company, materially affect any segment. Backlog
Backlog at June 30, 1995 and 1994 is as follows (in thousands): 1995 1994 Graphics/Mail Order............ $ 9,268 $ 7,599 Institutional.................. 38,043 30,569 Industrial..................... 33,151 36,374 Total $80,462 $74,542
Substantially all of the backlog is expected to be realized as sales in fiscal 1996. Competition Standex manufactures and markets products many of which have achieved a unique or leadership position in their market. However, the Company encounters competition in varying degrees in all product groups and for each product line. Competitors include domestic and foreign producers of the same and similar products. The principal methods of competition are price, delivery schedule, quality of services, product performance and other terms and conditions of sale. During fiscal 1995, the Company invested $12,006,000 in new plant and equipment in order to upgrade facilities to become more competitive in all segments. International Operations Substantially all international operations of the Company are related to domestic operations and are included in all three product groups. International operations are conducted at 33 plants, principally in Western Europe. The industry segment information regarding non-U.S. operations on page 21 of the 1995 Annual Report is incorporated herein by reference. Research and Development Due to the nature of the manufacturing operations of Standex and the types of products manufactured, expenditures for research and development are not material to any segment. Environmental and Other Matters To the best of its knowledge, the Company believes that it is presently in substantial compliance with all existing applicable environmental laws and does not anticipate that such compliance will have a material effect on its future capital expenditures, earnings or competitive position. ITEM 2. PROPERTIES At June 30, 1995, Standex operated a total of 87 principal plants and warehouses located throughout the United States, Western Europe, Canada, Australia and Mexico. The Company owned 48 of the facilities and the balance were leased. In addition, the Company operated 19 retail stores in various sections of the United States, of which 18 were leased. The approximate building space utilized by each product group of Standex at June 30, 1995 is as follows (in thousands): Area in Square Feet Owned Leased Graphics/Mail Order............ 584 346 Institutional.................. 1,467 691 Industrial..................... 847 188 General Corporate.............. 29 - Total..................... 2,927 1,225 In general, the buildings are in good condition, are considered to be adequate for the uses to which they are being put and are in regular use. The Company utilizes machinery and equipment which is necessary to conduct its operations. Substantially all of such machinery and equipment is owned by Standex. ITEM 3. LEGAL PROCEEDINGS There are no material pending legal proceedings. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS No matters were submitted to stockholders during the fourth quarter of the fiscal year. EXECUTIVE OFFICERS OF STANDEX Name Age Principal Occupation During the Past Five Years Thomas L. King 65 Chairman of the Board of the Company since January 1992; President of the Company from August 1984 to July 1994; and Chief Executive Officer of the Company from July 1985 to June 1995. Edward J. Trainor 55 Chief Executive Officer of the Company since July 1995; President of the Company since July 1994; Chief Operating Officer of the Company from July 1994 to June 1995; Vice President of the Company from July 1992 to July 1994; and President of the Standex Institutional Products Group of the Company from January 1987 to July 1994. David R. Crichton 57 Executive Vice President/Operations of the Company since June 1989; and, prior thereto, President of Standex Precision Engineering Division of the Company from June 1987 to May 1989. Thomas H. DeWitt 53 Executive Vice President/Administration of the Company since January 1987; and General Counsel of the Company since October 1985. Lindsay M. Sedwick 60 Vice President of the Company since January 1990; and Treasurer of the Company since January 1986. Robert R. Kettinger 53 Corporate Controller of the Company since July 1991; and, prior thereto, Assistant Corporate Controller of the Company. Richard H. Booth 48 Corporate Counsel of the Company since June 1992 and Secretary of the Company since July 1992; Vice President, General Counsel and Secretary of Metcalf & Eddy Companies, Inc., from May 1989 to November 1991; and, prior thereto, Senior Group Counsel of The Gillette Company. The executive officers are elected each year by the Board of Directors to serve for one-year terms of office. There are no family relationships between any of the directors or executive officers of the Company. PART II ITEM 5. MARKET FOR STANDEX COMMON STOCK AND RELATED STOCKHOLDER MATTERS The principal market in which the Common Stock of Standex is traded is the New York Stock Exchange. The high and low sales prices for the Common Stock on the New York Stock Exchange and the dividends paid per Common Share for each quarter in the last two fiscal years are incorporated by reference to page 15 of the 1995 Annual Report. The approximate number of stockholders of record on September 11, 1995 was 4,500. ITEM 6. SELECTED FINANCIAL DATA Selected financial data for the five years ended June 30, 1995 is incorporated by reference to the table entitled "Five-Year Financial Review" on page 15 of the 1995 Annual Report. This summary should be read in conjunction with the consolidated financial statements and related notes included in the 1995 Annual Report on pages 16 through 23, and Exhibit 11 contained herein. ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Management's discussion and analysis of financial condition and results of operations of the Company is incorporated by reference to pages 12 through 14 of the 1995 Annual Report. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The information required by this item is incorporated by reference to pages 15 through 24 of the 1995 Annual Report. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF STANDEX Certain information concerning the directors of the Company is incorporated by reference to pages 2 through 6 and page 18 of the Proxy Statement of the Company, dated September 18, 1995 (the "1995 Proxy Statement"). Certain information concerning the executive officers of the Company is set forth in Part I under the caption "Executive Officers of Standex." ITEM 11. EXECUTIVE COMPENSATION Information regarding executive compensation is incorporated by reference to pages 10 through 16 of the 1995 Proxy Statement. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The stock ownership of each person known to Standex to be the beneficial owner of more than 5% of its Common Stock and the stock ownership of all directors and executive officers of Standex as a group are incorporated by reference to pages 4 through 6 of the 1995 Proxy Statement. The beneficial ownership of Standex Common Stock of all directors and executive officers of the Company is incorporated by reference to pages 4 through 5 of the 1995 Proxy Statement. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Information regarding certain relationships and related transactions is incorporated by reference to page 17 of the 1995 Proxy Statement. PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K (a) Financial Statements and Schedules The financial statements and schedules listed in the accompanying index to Financial Statements and Schedules are filed as part of this Annual Report on Consolidated Form 10-K. (b) Reports on Form 8-K Standex filed no reports on Form 8-K with the Securities and Exchange Commission during the last quarter of the fiscal year ended June 30, 1995. (c) Exhibits 3. (i) Restated Certificate of Incorporation of Standex, dated October 16, 1986, is incorporated by reference to the exhibits to the Quarterly Report of Standex on Form 10-Q for the fiscal quarter ended December 31, 1986. (ii) By-Laws of Standex, as amended, and restated on July 27, 1994 are incorporated by reference to the exhibits to the Annual Report of Standex on Form 10-K for the fiscal year ended June 30, 1994 (the "1994 10-K"). (c) Exhibits (Continued) 4. (a) Agreement of the Company, dated September 15, 1981, to furnish a copy of any instrument with respect to certain other long-term debt to the Securities and Exchange Commission upon its request is incorporated by reference to the exhibits to the Annual Report of Standex on Form 10-K for the fiscal year ended June 30, 1981. (b) Shareholder Rights Plan and Trust Indenture of the Company is incorporated by reference to Amendment No. 1 to Form 8A filed with the Securities and Exchange Commission on May 16, 1989 and the Form 8A filed with the Securities and Exchange Commission on February 3, 1989. 10. (a) Employment Agreement, dated July 1, 1988, between the Company and Thomas L. King is incorporated by reference to the exhibits to the Annual Report of Standex on Form 10-K for the fiscal year ended June 30, 1988 (the "1988 10-K") and Agreement to Amend Employment Agreement dated September 18, 1989 is incorporated by reference to the exhibits to the Annual Report of Standex on Form 10-K for the fiscal year ended June 30, 1990 ("1990 10-K"). (b) Employment Agreement - 1993 Amendment dated July 28, 1993 between the Company and Thomas L. King is incorporated by reference to the exhibits to the Annual Report of Standex on Form 10-K for the fiscal year ended June 30, 1993 ("1993 10-K"). (c) Employment Agreement dated January 29, 1993, between the Company and Thomas H. DeWitt is incorporated by reference to the exhibits to the 1993 10-K. (d) Employment Agreement dated January 29, 1993, between the Company and David R. Crichton is incorporated by reference to the exhibits to the 1993 10-K. (e) Employment Agreement dated January 29, 1993, between the Company and Lindsay M. Sedwick is incorporated by reference to the exhibits to the 1993 10-K. (f) Employment Agreement dated January 29, 1993, between the Company and Edward J. Trainor is incorporated by reference to the exhibits to the 1993 10-K. (g) Standex International Corporation Profit Improvement Participation Shares Plan as amended and restated on April 26, 1995. (h) Standex International Corporation Stock Option Loan Plan, effective January 1, 1985, as amended and restated on January 26, 1994, is incorporated by reference to the exhibits to the 1994 10-K. (i) Standex International Corporation Executive Security Program, as amended and restated on July 27, 1994, is incorporated by reference to the exhibits to the 1994 10-K. (j) Standex International Corporation 1985 Stock Option Plan effective July 31, 1985, as amended on October 30, 1990, is incorporated by reference to the exhibits to the Annual Report of Standex on Form 10-K for the fiscal year ended June 30, 1991. (k) Standex International Corporation Stock Appreciation Rights Plan effective July 31, 1985, is incorporated by reference to the exhibits to the 1985 10-K. (l) Standex International Corporation Executive Life Insurance Plan effective April 27, 1994 is incorporated by reference to the exhibits to the 1994 10-K. (m) Standex International Corporation 1994 Stock Option Plan effective July 27, 1994 is incorporated by reference to the exhibits to the 1994 10-K. (n) Standex International Corporation Supplemental Retirement Plan adopted April 26, 1995 and amended on July 26, 1995. 11. Computation of Per Share Earnings. 13. The Annual Report to Stockholders of the Company for the fiscal year ended June 30, 1995 (except for the pages and information thereof expressly incorporated by reference in this Form 10-K, the Annual Report to Shareholders is provided solely for the information of the Securities and Exchanges Commission and is not deemed "filed" as part of this Form 10-K). 21. Subsidiaries of Standex. 23. Independent Auditors' Consent. 24. Powers of Attorney of John Bolten, Jr., William L. Brown, David R. Crichton, Samuel S. Dennis 3d, Thomas H. DeWitt, Walter F. Greeley, Daniel B. Hogan, Thomas L. King, C. Kevin Landry, Sol Sackel, and Lindsay M. Sedwick. 27. Financial Data Schedule. (d) Schedule The schedule listed in the accompanying Index to Financial Statements and Schedule is filed as part of this Annual Report on Form 10-K. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Standex International Corporation has duly caused this annual report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, on September 22, 1995. STANDEX INTERNATIONAL CORPORATION (Registrant) By: /s/ Edward J. Trainor Edward J. Trainor, President/ Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of Standex International Corporation and in the capacities indicated on September 22, 1995: Signature Title /s/ Edward J. Trainor President/Chief Executive Officer Edward J. Trainor /s/ Lindsay M. Sedwick Vice President/Treasurer (Chief Financial Lindsay M. Sedwick Officer) /s/ Robert R. Kettinger Corporate Controller (Chief Accounting Robert R. Kettinger Officer) Edward J. Trainor, pursuant to powers of attorney which are being filed with this Annual Report on Form 10-K, has signed below on September 22, 1995 as attorney-in-fact for the following directors of the Registrant: John Bolten, Jr. Daniel B. Hogan William L. Brown Thomas L. King David R. Crichton C. Kevin Landry Samuel S. Dennis 3d Sol Sackel Thomas H. DeWitt Lindsay M. Sedwick Walter F. Greeley /s/ Edward J. Trainor Edward J. Trainor INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULES Page No. in Annual Report ("AR") Financial Statements Statements of Consolidated Income for the Years Ended June 30, 1995, 1994 and 1993...................... AR 16 Consolidated Balance Sheets at June 30, 1995 and 1994........... AR 17 Statements of Consolidated Stockholders' Equity for the Years Ended June 30, 1995, 1994 and 1993.................. AR 16 Statements of Consolidated Cash Flows for the Years Ended June 30, 1995, 1994 and 1993.................. AR 18 Notes to Consolidated Financial Statements...................... AR 19-23 Independent Auditors' Report relating to the Consolidated Financial Statements and Notes thereto........... AR 24 Schedule Schedule VIII Valuation and Qualifying Accounts.............. 15 Independent Auditors' Report relating to the Schedule........... 14 Schedules (consolidated) not listed above are omitted because of the absence of conditions under which they are required or because the required information is included in the financial statements submitted. INDEX TO ITEMS INCORPORATED BY REFERENCE Page No. in Annual Report ("AR") or Proxy Statement ("P") PART I Item 1 Business........................................... AR 4-11 Industry Segment Information....................... AR 21 INDEX TO ITEMS INCORPORATED BY REFERENCE Page No. in Annual Report ("AR") or Proxy Statement ("P") PART II Item 5 Market for Standex Common Stock and Related Stockholder Matters.............................. AR 15 Item 6 Selected Financial Data............................ AR 15 Item 7 Management's Discussion and Analysis of Financial Condition and Results of Operations.............. AR 12-14 Item 8 Financial Statements and Supplementary Data........ AR 15-24 PART III Item 10 Directors and Executive Officers of Standex........ P 2-6; 18 Item 11 Executive Compensation............................. P 10-16 Item 12 Security Ownership of Certain Beneficial Owners and Management....................................... P 4-6; 4-5 Item 13 Certain Relationships and Related Transactions..... P 17 INDEPENDENT AUDITORS' REPORT To the Board of Directors and Stockholders of STANDEX INTERNATIONAL CORPORATION: We have audited the consolidated balance sheet of Standex International Corporation and subsidiaries as of June 30, 1995 and 1994, and the related statements of consolidated income, stockholders' equity, and cash flows for each of the years in the three year period ended June 30, 1995, and have issued our report thereon dated August 18, 1995; such financial statements and report are included in your 1995 Annual Report to Stockholders and are incorporated herein by reference. Our audits also included the financial statement schedule of Standex International Corporation and subsidiaries, listed in Item 14. This financial statement schedule is the responsibility of the Company's management. Our responsibility is to express an opinion based on our audits. In our opinion, such financial statement schedule when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein. /s/ DELOITTE & TOUCHE LLP DELOITTE & TOUCHE LLP Boston, Massachusetts August 18, 1995
Schedule VIII STANDEX INTERNATIONAL CORPORATION AND SUBSIDIARIES VALUATION AND QUALIFYING ACCOUNTS For the Years Ended June 30, 1995, 1994 and 1993 Column A Column B Column C Column D Column E Balance at Additions Beginning Charged to Costs Charged to Balance at Description of Year and Expenses Other Accounts Deductions End of Year Allowances deducted from assets to which they apply--for doubtful accounts receivable: June 30, 1995................... $2,587,145 $1,427,588 $(1,161,052) (1) $2,853,681 June 30, 1994................... $2,666,975 $1,486,902 $(1,566,732) (1) $2,587,145 June 30, 1993................... $2,718,138 $1,778,740 $(1,829,903) (1) $2,666,975 (1) Accounts written off--net of recoveries.
INDEX TO EXHIBITS PAGE 10. (g) Standex International Corporation Stock Profit Improvement Plan, as amended and restated on April 26, 1995 ............................................. (n) Standex International Corporation Supplemental Retirement Plan adopted April 26, 1995 and amended on July 26, 1995 ....................................... 11. Computation of Per Share Earnings .......................... 13. The Annual Report to Stockholders of the Company for the fiscal year ended June 30, 1995 (except for the pages and information thereof expressly incorporated by reference in this Form 10-K, the Annual Report to Shareholders is provided solely for the information of the Securities and Exchanges Commission and is not deemed "filed" as part of this Form 10-K) ............................................ 21. Subsidiaries of Registrant ................................. 23. Independent Auditors' Consent .............................. 24. Powers of Attorney of John Bolten, Jr., William L. Brown, David R. Crichton, Samuel S. Dennis 3d, Thomas H. DeWitt, Walter F. Greeley, Daniel B. Hogan, Thomas L. King, C. Kevin Landry, Sol Sackel, and Lindsay M. Sedwick ........ 27. Financial Data Schedule .................................... EX-10 2 EXHIBIT 10(g) STANDEX INTERNATIONAL CORPORATION PROFIT IMPROVEMENT PARTICIPATION SHARES (PIPS) PLAN 1. PURPOSE The purpose of this plan is to further the long term growth of Standex International Corporation and its subsidiaries by providing incentive to key employees to focus their efforts on the improvement of the Company's earnings per share, and to give then an opportunity to benefit directly from any improvement achieved. 2. DEFINITIONS The following terms as used in the Plan shall have the meanings set forth below, unless the context otherwise requires: a) "Company" - Standex International Corporation, a Delaware corporation, its subsidiaries and any successor corporation; b) "Subsidiary" - any corporation in which Standex International Corporation or a wholly-owned subsidiary of Standex International Corporation owns at least 50% of voting stock; c) "Plan" - the Standex International Corporation Profit Improvement Participation Shares (PIPS) Plan; d) "Committee" - a committee established to administer the Plan in accordance with Section 3; e) "PIPS Share" - a unit awarded or granted under the Plan; f) "Fiscal year" - the fiscal year of Standex International Corporation; g) "Earnings per share" - the primary earnings per common share of the Company before extraordinary items as reported on a consolidated basis, in the annual report to stockholders of the Company; h) "Earnings multiple" - the number established by the Committee at the time of granting PIPS Shares, by which the earnings per share is multiplied to determine the value of a PIPS Share. The earnings multiple as established by the Committee shall be used in connection with all valuations of PIPS Shares granted in any one fiscal year; i) "Base year" - the fiscal year ended immediately prior to the grant of PIPS Shares shall be the base year for such shares. j) "Maturity year" - the fifth fiscal year following the Base Year for any particular PIPS Shares; k) "Initial valuation" - the value of a PIPS Share as determined by multiplying the Earnings per share for the Base Year by the Earnings Multiple established by the Committee; l) "Interim Valuation" - the value of a PIPS Share as determined by multiplying the Earnings per share for any fiscal year intervening between the Base Year and Maturity Year by the Earnings Multiple applicable to such PIPS Share as determined by the Committee. m) "Final valuation" - the value of a PIPS Share as determined by multiplying the Earnings per share for the Maturity Year by the Earnings Multiple applicable to such PIPS Share as determined by the Committee; n) "Participant" - a key employee of the Company who is awarded PIPS Shares under the Plan; o) "Board of Directors" - the Board of Directors of Standex International corporation. 3. ADMINISTRATION OF THE PLAN The Plan shall be administered by a Committee appointed by the Board of Directors and consisting of not less than three of those members of the Board of Directors who are not eligible to participate in the Plan. The Board of Directors shall also appoint the Chairman of the Committee. The Committee shall have the complete authority in its discretion, but subject to the express provisions of the Plan to: a) determine which of the eligible employees of the Company shall be granted PIPS Shares and the number to be granted to each; b) determine the multiple to be used in the valuation of all PIPS Shares issued in any one fiscal year; c) prescribe the form of the instruments evidencing any PIPS Shares granted under the Plan; d) adopt, amend and rescind rules and regulations for the administration of the Plan and for its own acts and proceedings; e) decide all questions and settle all controversies and disputes which may arise in connection with the Plan. f) determine whether a Participant has engaged or is engaging in activities contrary to the interest of the Company. All decisions, determinations and interpretions with respect to the foregoing matters shall be made by not less than a majority of the members of the Committee and shall be final and binding upon all persons. The Committee may designate any officers or other employees of the Company to assist the Committee in the administration of the Plan and may grant authority to such persons to execute instruments evidencing PIPS Shares or other documents on behalf of the Committee. 4. ELIGIBILITY PIPS Shares may be granted only to key employees who at the time of the award are in the full time employ of the Company. A director of the Company who is not also such an employee shall not be eligible to receive PIPS Shares. 5. LIMITATIONS Subject to Section 9 hereof, the maximum aggregate number of PIPS Shares which may be outstanding at any one time under the Plan shall be 1,000,000. PIPS Shares awarded, which have not been forfeited, shall be deemed to be outstanding until payment is made thereon provided payment is to be made thereon under Section 7 hereof. 6. VESTING Subject to the continued employment of the Participant with the Company, PIPS Shares issued prior to July 1, 1987 shall vest to the Participant holding such shares as follows: 1/5th at the end of the first year following the Base Year relating to such shares and an additional 1/5th at the end of each of the next four succeeding fiscal years. Subject to the continued employment of the Participant with the Company, any PIPS Shares issued subsequent to June 30, 1987 shall vest to the Participant holding such shares as follows: 1/3rd at the end of the third fiscal year following the Base Year relating to such shares; 1/3rd at the end of the fourth fiscal year following the Base Year relating to such shares; and 1/3rd at the end of the Maturity Year relating to such shares. Notwithstanding anything in the foregoing to the contrary, in the event that a Participant's employment with the Company is terminated due to death, disability or retirement, any PIPS Shares issued to said Participant subsequent to June 30, 1987 shall be determined to have vested to the Participant, or to the Participant's beneficiary or estate as follows: 1/5th at the end of the first year following the Base Year relating to such shares and an additional 1/5th at the end of each of the next succeeding fiscal years up to and including the completed fiscal year immediately prior to the date of the participant's termination due to said death, disability or retirement. No payments shall be made to any Participant at the time of vesting. Payments will only be made after the end of the Maturity Year in accordance with Sections 7 and 8. 7. PAYMENT At the end of the respective Maturity Year for each PIPS Share issued and vested hereunder the amount payable with respect thereto shall be equal to the Final Valuation less the Initial Valuation. If Final Valuation is an amount equal to or less than the Initial Valuation, no payment shall be made with respect to any PIPS Shares to which such valuation applies. Payment for PIPS shares shall be in cash and shall be made by the Company in one or more installments within 24 months after the close of the Maturity Year. Payment with respect to PIPS Shares shall be made to the Participant or, in the event of the Participant's death, to the beneficiary named by Participant on a PIPS Beneficiary Designation Form supplied by the Committee, signed by the Participant and forwarded to the Committee. In the event that the Participant dies without having specifically designating a beneficiary on a PIPS Beneficiary Designation Form, then payment with respect to PIPS Shares shall be made to the person or persons named as beneficiary as of the date of death with respect to the Participant's group life insurance with the Company or, if no beneficiary has been named, to the Participant's estate. All payments shall be subject to required withholdings. Notwithstanding the provisions of this Section 7 or the next Section 8, no payment shall be made to any Participant, if, in the opinion of the Committee the Participant has engaged or is engaging in activities contrary to the interests of the Company. 8. DEATH, DISABILITY OR TERMINATION OF EMPLOYMENT In the event of the termination of employment of a Participant prior to the end of the Maturity Year because of death, retirement (or early retirement) pursuant to any pension plan provided by the Company, total disability as determined by the Committee or by termination other than as stated above, payment shall be made to such Participant (or in the case of his death, to his beneficiary or estate as provided in Section 7. hereof) based upon the Interim Valuation based on earnings for the fiscal year ended immediately preceding the date of termination. The amount to be paid shall be determined by multiplying the Interim Valuation less the Initial Valuation times the number of PIPS Shares that have vested to the Participant prior to his termination date. Participant, his beneficiary or estate, may request payment hereunder in lump sum or in accordance with any deferred payment plan adopted by the Committee under the terms of Section 7. hereof. Notwithstanding the foregoing paragraph, if a Participant who retires from the employ of the Company is retained by the Company as a consultant, the Participant shall, with the consent of the Committee, continue to participate in the Plan (for vesting purposes, but without additional grant eligibility) during the period of time the Participant remains as a consultant to the Company. At the conclusion of the consulting period, payment shall be made to the Participant with respect to any PIPS shares then remaining outstanding in accordance with the preceding paragraph. 9. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION In the event of any change in the outstanding shares of common stock by reason of any stock dividend or split, recapitalization, consolidation, combination or exchange of shares or similar change in capitalization, the Committee may, if in its sole discretion it determines that such change equitably requires an adjustment in the number of PIPS Shares then held by Participants or in the number of PIPS Shares which may be granted under the Plan, make such adjustments which shall be conclusive and binding for all purposes of the Plan. If adjustment of PIPS Shares is rendered impracticable as the result of another company acquiring the Company's stock or assets, the Company being merged or consolidated with another company, the Company being in any way substantially restructured, or any other such event, the Board of Directors or its successors, or the Committee at the direction of the Board, shall have the right, in its sole discretion, to make immediate payments to Participants in such amounts as shall be determined by the Board (or substitute) based upon the Interim Valuation for the fiscal year immediately preceding the occurrence, and the number of PIPS Shares vested to Participants at the time of any of the events set forth above, in complete settlement of all claims that Participants may have with respect to all vested PIPS Shares issued hereunder. 10. NON-ALIENATION OF BENEFITS No right or benefit under this Plan shall be subject to anticipation, alienation, sale, assignment, pledge, encumbrance, or charge, and any attempt to anticipate, alienate, sell, assign, pledge, encumber or charge the same shall be void. No right or benefit hereunder shall in any manner be liable for or subject to the debts, contracts, liabilities, or torts of the person entitled to such benefit. If any Participant or beneficiary hereunder should become bankrupt or attempt to anticipate, alienate, sell, assign, pledge, encumber or charge any right or benefit hereunder, then such right or benefit shall, in the discretion of the Committee, cease and determine, and in such event, the Company may hold or apply the same or any part thereof for the benefit of the Participant or beneficiary, his or her estate, his or her spouse, children or other dependants, or any of them in such manner and in such proportion as the Committee may deem proper. 11. NO RIGHTS AS STOCKHOLDER The award of PIPS Shares under the Plan shall not entitle a Participant or any other person succeeding to his rights to any voting or other rights as a security holder of the Company. 12. LIABILITY OF COMPANY Nothing in this Plan shall be construed to give any employee of the Company any right to be granted any PIPS Shares other than in the sole discretion of the Committee; to give any Participant any rights whatsoever with respect to shares of common stock; to limit in any way the right of the Company to terminate the employment of any Participant at any time; or to be evidence of any agreement or understanding, express or implied, that the Company will employ any Participant in any particular position or at any particular rate of renumeration or for any particular period of time. 13. EFFECTIVENESS OF THE PLAN The Plan shall become effective as of the date on which the Plan is approved by the Board of Directors. 14. AMENDMENT AND TERMINATION OF THE PLAN The Board of Directors may at any time terminate the Plan, or make such modifications of the Plan as it shall deem advisable; provided, however, that no termination or amendment of the Plan shall modify or in any way affect any PIPS Shares granted prior to such termination or amendment. 15. GOVERNMENT AND OTHER REGULATIONS Notwithstanding any provisions of the Plan, the obligation of the Company with respect to PIPS Shares granted under the Plan shall be subject to all applicable laws, rules, and regulations, and such approvals by any governmental agencies as may be required. 16. NON-EXCLUSIVITY OF THE PLAN The adoption of the Plan by the Board of Directors shall not be construed as creating any limitations on the power of the Board of Directors to adopt such other incentive arrangements as may be deemed desirable, including, without limitation, the granting of stock units otherwise than under the Plan, and such arrangements may be either generally applicable or applicable only in specific cases. 17. PLAN GOVERNED BY NEW HAMPSHIRE LAW The Plan and the rights of all persons hereunder shall be governed by the laws of the State of New Hampshire. 18. CHANGE IN CONTROL Notwithstanding any other provision to the contrary in this Plan, in the event of a Change in Control (as defined below), all PIPS shares outstanding as of the date such Change in Control occurs shall become fully vested and shall be immediately paid in cash by the Company in a lump sum in an amount equal to the difference between the Interim Valuation based on the earnings of the Company for the fiscal year ended immediately preceding the date of the Change in Control and the Initial Valuation. A "Change in Control" shall occur or be deemed to have occurred only if any of the following events occur: a) any "person", as such term is used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (other than the Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company, or any corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportion as their ownership of stock of the Company) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the Company's then outstanding securities; b) individuals who, as of January 25, 1989, constitute the Board of Directors of the Company (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director subsequent to January 25, 1989 whose election, or nomination for election by the Company's stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board (other than an election or nomination of an individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the directors of the Company, as such terms are used in Rule 14a-11 of Regulation 14A under the Exchange Act) shall be, for purposes of this Section, considered a member of the Incumbent Board; c) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than (i) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 80% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation or (ii) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no "person" (as hereinabove defined) acquires more than 50% of the combined voting power of the Company's then outstanding securities; or d) the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets. EX-10 3 EXHIBIT 10(n) STANDEX INTERNATIONAL CORPORATION SUPPLEMENTAL RETIREMENT PLAN This Supplemental Retirement Plan (the "Plan"), is adopted as of April 26, 1995 by Standex International Corporation, a Delaware corporation, with executive offices at 6 Manor Parkway, Salem, New Hampshire 03079 (the "Company"). ARTICLE 1 PURPOSE The purpose of the Plan is to provide any participant whose benefits under the Standex International Corporation Retirement Plan (the "Retirement Plan") are limited by the Statutory Limitations (as defined in Article 2), with Supplemental Retirement Benefits and Supplemental Death Benefits in order to encourage such employees to continue their employment and to induce desirable persons to enter into the Company's employ in the future. ARTICLE 2 DEFINITIONS Except as otherwise provided, the following terms shall have the definitions indicated in this Article 2 whenever used in this Plan with initial capital letters: (a) Actuarial Equivalent shall have the same meaning as in the Retirement Plan. (b) Administrative Committee shall be the plan administrator for the Plan appointed under Article 4. (c) Beneficiary shall have the same meaning as in the Retirement Plan. (d) Code shall mean the Internal Revenue Code of 1986, as it has been or may be amended from time to time. (e) Early Retirement Benefit shall mean the Participant's Early Retirement Benefit as defined in the Retirement Plan. (f) Insolvency of the Company shall mean that the Company is either: (i) unable to pay its debts as they mature (or unable to satisfactorily renegotiate its debt commitments); (ii) subject to a pending proceeding as a debtor under the United States Bankruptcy Code, as amended from time to time; or (iii) in violation of its debt covenants, which has resulted in acceleration of its outstanding obligations under its debt obligations. (g) Late Retirement Benefit shall mean the Participant's Late Retirement Benefit as defined in the Retirement Plan. (h) Normal Retirement Benefit shall mean the Participant's Normal Retirement Benefit as defined in the Retirement Plan. (i) Participant shall mean any person employed by the Company who is a participant in the Retirement Plan of the Company and whose benefits under the Retirement Plan are limited by the Statutory Limitations. (j) Pre-Retirement Death Benefit shall mean the Participant's Pre-Retirement Death Benefit as defined in the Retirement Plan. (k) Retirement Plan shall mean the Standex International Corporation Retirement Plan, as amended or restated from time to time. (l) Required Beginning Date shall have the same meaning as in the Retirement Plan. (m) Statutory Limitations shall mean the limitations on annual compensation and benefits under qualified plans required by Sections 401(a)(17) and 415(b) and (e) of the Code. (n) Supplemental Death Benefit shall mean the benefit payable to a Participant in accordance with Article 3 of this Plan. (o) Supplemental Retirement Benefit shall mean the benefit payable to a Participant in accordance with Article 3 of this Plan. (p) Total Disability shall have the same meaning as in the Company's Long Term Disability Plan. (q) Vested Retirement Benefit shall mean the Participant's Vested Retirement Benefit as defined in the Retirement Plan. ARTICLE 3 BENEFITS 3.1 Supplemental Retirement Benefit. The Company shall pay in accordance with the provisions of this Article 3 to each Participant the amount by which (a) the Normal, Early, Late or Vested Retirement Benefit, as appropriate, that would have been payable under the Retirement Plan, but for the operation of the Statutory Limitations, exceeds (b) the Normal, Early, Late or Vested Retirement Benefit, as appropriate, actually payable under the Retirement Plan. 3.2 Payment of Lump Sum. If the lump-sum amount which is Actuarially Equivalent to the Supplemental Retirement Benefit or the Supplemental Death Benefit of any Participant or Beneficiary immediately following the Participant's date of termination, death or Required Beginning Date is $50,000 or less, the Administrative Committee shall distribute such lump sum to the Participant or Beneficiary as soon as practical, but in no event later than one year from the Participant's date of termination, death or Required Beginning Date in lieu of, and in complete discharge of, such benefit. 3.3 Form of Benefit. A Participant may elect one of the following Actuarially Equivalent forms of benefit payment provided that the form of benefit is identical to the form elected under the Retirement Plan: (i) A single life annuity benefit payable monthly for life to the Participant; (ii) A 10-year certain benefit providing a reduced monthly benefit payable for life to the Participant with 120 monthly payments guaranteed; or (iii) A joint and survivor benefit providing a reduced monthly benefit payable for life to the Participant, with 100%, 66 2/3% or 50% of the reduced benefit, as elected by the Participant, continuing after his/her death for the remaining lifetime of his/her spouse. In the event that the Participant elects a form of benefit under the Retirement Plan which is not contained in subsections (i), (ii) or (iii) above, the Participant may elect any one of the above forms of benefit without limitation. Notwithstanding the foregoing, a Participant may elect the following form of benefit regardless of the form elected under the Retirement Plan: a benefit equal to the Actuarial Equivalent of the single life benefit, payable in up to 120 equal installments to a Participant, but payable only for the life of the Participant. Payments of this benefit shall cease upon the first to occur of (i) the Participant's death or (ii) the completion of 120 payments to the Participant. This benefit will be calculated by determining the present value of the single life annuity benefit payable monthly for life (using the UP84 mortality table and an interest rate of 8%) and then calculating the level annuity payable in 120 equal installments or life, whichever is shorter, (using an interest rate of 8%, but no mortality). 3.4 Payment of Benefits. Supplemental Retirement Benefits hereunder shall commence on the same date as payments under the Retirement Plan, provided, however, that, at the discretion of the Administrative Committee, distributions to be made hereunder may be made at such other times, in such other form, and in such other amounts as the Administrative Committee determines, provided further that (except as set forth in Section 3.2) in no event shall payments hereunder commence later than December 31st of the calendar year immediately following the calendar year containing the date benefits commence under the Retirement Plan. 3.5 Supplemental Death Benefit. Upon the death of a Participant prior to commencement of benefits, the Company agrees to pay to the Beneficiary the amount by which (a) the Pre-Retirement Death Benefit that would have been payable under the Retirement Plan, but for the Statutory Limitations, exceeds (b) the Pre-Retirement Death Benefit actually paid thereunder. The benefit under this Section 3.4, shall be paid in the form of a single life annuity benefit commencing on the same date as the benefit commences under the Retirement Plan. 3.6 Nature of Rights Created. Unless required by the provisions of Section 3.7, the Company shall not be required to set aside or segregate any assets of any kind to meet any of its obligations hereunder. Unless and until the Company decides to establish a trust to fund the future payment of benefits hereunder, all obligations of the Company hereunder will be reflected by book entries only, Participants shall have no rights on account of this Plan in or to any specific assets of the Company, and any rights that the Participant may have on account of this Plan shall be those of a general, unsecured creditor of the Company. 3.7 Special Provisions in the Event of Change in Control. As stated in Section 3.6, the Company is not obligated to segregate a fund, purchase an insurance contract, or in any other way to fund the future payment of any benefits hereunder. However, notwithstanding the foregoing, the Company shall take one of the following actions in the event of a Change of Control (such decision to be in the sole discretion of the Company): (a) Establish a trust of which the Company is treated as the owner under the Code to provide for the payment of benefits hereunder, subject to the claims of general creditors in the event of the Insolvency of the Company and subject to such other terms and conditions as the Company may deem necessary or advisable to ensure that benefits are not includable, by reason of the trust, in the income of trust beneficiaries prior to actual distribution and that the existence of the trust does not cause the Plan or any other arrangement to be considered funded for purposes of Title 1 of ERISA (a "grantor trust"). In the event of a Change of Control, the Company shall fully fund any trust established under this Section 3.7 or established under Section 3.6 prior to the Change in Control. The Company shall fully fund such trust by promptly depositing in such trust sufficient cash so that the fair market value of the assets held in the trust is not less than the projected benefit obligation of the Plan as shown in the latest available actuarial valuation report for financial accounting purposes as of the measurement date of that report. (b) In lieu of the foregoing, in the event of a Change in Control, the Company shall pay out to each retiree, a lump sum amount equal to the Actuarial Equivalent of his/her remaining benefit payments under this Plan. In addition, each active employee who is a Participant shall receive a lump sum benefit equal to the Actuarial Equivalent of his/her vested accrued Supplemental Retirement Benefit. (c) For purposes of this Section, a "Change in Control" will be deemed to have occurred if such a Change of Control is required to be reported by the Company under Item 6(e) of Schedule 14A of Regulation 14A of the Securities and Exchange Act of 1934, as amended from time to time. 3.8 Benefits Not Assignable. Neither the Participant nor any Beneficiary, or any other person with a beneficial interest under this Plan shall have any power or right to transfer, assign, anticipate, hypothecate or otherwise encumber any part or all of the amounts payable under this Plan. No such amounts shall be subject to seizure by any creditor or any such Beneficiary, by a proceeding at law or in equity, nor shall such amounts be transferable by operation of law in the event of bankruptcy, insolvency or death of the Participant, his or her Beneficiary or any other person with a beneficial interest hereunder. Any such attempt at assignment or transfer shall be void. The previous paragraph shall apply to the creation, assignment or recognition of a right to any benefit payable with respect to a Participant pursuant to a domestic relations order, provided, however, that the previous paragraph shall not apply if such an order is determined to be a qualified domestic relations order as described in Section 414(p) of the Code, and, provided further, that benefits under this Plan shall be paid in accordance with the requirements of any such qualified domestic relations order. ARTICLE 4 ADMINISTRATION 4.1 Administrative Committee. This Plan will be administered by and under the direction of the Administrative Committee, members of which shall be appointed by the Board of Directors of the Company in their sole discretion. The Administrative Committee may, in its sole discretion, adopt, and may from time to time modify or amend, any rules and guidelines established and consistent herewith as it may deem necessary or appropriate for carrying out the provisions and purposes of the Plan, which, upon their adoption and so long as in effect, shall be deemed a part hereof to the same extent as if set forth in the Plan and shall be final and conclusive. 4.2 Interpretation of Plan. The Company and the Administrative Committee shall have full and sole discretion to interpret and construe the Plan. The interpretation and construction of the Plan by the Company or the Administrative Committee and any action taken thereunder, shall be binding and conclusive upon all parties in interest. No officer, director, employee or agent of the Company shall, in any event, be liable to any person for any action taken or omitted to be taken in connection with the interpretation, construction or administration of the Plan, so long as such action or omission to act is made in good faith. An employee of the Company serving as a member of the Administrative Committee shall be eligible to participate in the Plan while serving as such, but no such employee shall vote or act upon any matter that relates solely to such employee's interest in the Plan as a Participant. 4.3 Claims Procedure. (a) Claim. A Participant who believes that he or she is being denied a benefit to which he or she is entitled under the Plan (the "Claimant") may file a written request for such benefit with the Administrative Committee, setting forth his or her claim. The request must be addressed to the Administrative Committee at the executive offices of the Company. (b) Claim Decision. Upon receipt of a claim, the Administrative Committee shall advise the Claimant that a reply will be forthcoming within ninety (90) days and shall, in fact, deliver such reply within such period. The Administrative Committee may, however, extend the reply period for an additional ninety (90) days for reasonable cause. If the claim is denied in whole or in part, the Administrative Committee shall issue a written opinion, using language calculated to be understood by the Claimant setting forth: (i) the specific reason or reasons for such denial; (ii) the specific reference to pertinent provisions of this Plan on which such denial is based; and (iii) a description of any additional material or information necessary for the Claimant to perfect his or her claim and an explanation why such material or such information is necessary. ARTICLE 5 MISCELLANEOUS 5.1 No Guarantee of Employment. Nothing contained herein shall be deemed to give any individual the right to be retained in the service of the Company or to interfere with the rights of the Company to discharge any individual at any time, with or without cause. 5.2 Withholding. Supplemental Retirement Benefits payable hereunder shall be subject to withholding at the time of such payment, as shall be required under any income tax or other law, whether of the United States or any other jurisdiction. 5.3 Amendment or Termination. The Company may amend the Plan in any manner deemed advisable by it or terminate the Plan, effective as of the date specified in the instrument of amendment or termination, without the consent of any Participant, employee or former participant or employee. No amendment or termination shall reduce the benefits or any person who has retired under the Plan before the effective date of the amendment or termination. 5.4 Gender and Number. The masculine pronoun wherever used herein shall include the feminine gender and the feminine, the masculine and the singular number as used herein shall include the plural and the plural and singular, unless the context clearly indicates a different meaning. 5.5 Titles and Headings. The titles to Articles and headings of Sections or subsections of this Plan are for convenience of reference and, in case of any conflict, the text of the Plan, rather than titles and headings, shall control. 5.6 Governing Law. The validity, construction and effect of the provisions of this Plan in all respects shall be governed and regulated according to and by the laws of the State of New Hampshire (excluding its choice of law rules) and to the extent the laws of New Hampshire are superseded by the laws of the United States of America, by the laws of the United States of America. IN WITNESS WHEREOF, the Company has executed this Plan, such execution first having been duly authorized by the Board of Directors of the Company. STANDEX INTERNATIONAL CORPORATION By: Title: EX-11 4 EXHIBIT 11
STANDEX INTERNATIONAL CORPORATION AND SUBSIDIARIES COMPUTATION OF PER SHARE EARNINGS For Years Ended June 30, 1995 1994 1993 1992 1991 Average market price during the years $ 30.13 $ 25.03 $ 18.97 $ 12.93 $ 11.80 Proceeds that would be received upon exercise of the average stock options at applicable exercise price... $ 6,487,549 $ 5,213,551 $ 6,145,961 $ 9,992,831 $ 6,335,883 Average applicable stock option shares outstanding..... 473,143 522,579 670,131 1,144,378 815,688 Shares that would be redeemed at average market price under the "treasury stock" method ................... 214,030 212,435 329,154 800,616 528,854 Net additions for share equivalents ................... 259,113 310,144 340,977 343,762 286,834 Average shares outstanding ............................ 14,281,363 14,983,207 16,034,987 17,492,814 18,971,636 Average shares outstanding and share equivalents ...... 14,540,476 15,293,351 16,375,964 17,836,576 19,258,470 Per Share Earnings .................................... $ 2.64 $ 1.78 $ 1.47 $ 1.23 $ 1.05 Note: All share and per share data have been adjusted, where appropriate, to reflect the May, 1993 two-for-one stock split.
EX-13 5 Standex International is a diversified manufacturer producing and marketing a wide variety of useful, quality products. The Company enjoys a broad and well-balanced earnings base by virtue of its strong market position in selected areas of operation. Three Product Groups - Institutional Products, Industrial Products, and Graphics/Mail Order - are comprised of ten operating divisions. The Company operates 87 plants located in 14 countries, and its products are sold throughout the world. Standex's policy of balanced diversification - coupled with aggressive management and conservative financial techniques - has enabled the Company to achieve above average growth in sales and earnings since its founding in 1955. In August of this year Standex paid its 124th consecutive quarterly dividend. This represents 31 years of uninterrupted dividend payments since first becoming a public corporation in 1964.
Financial Highlights Year Ending June 30 1995 1994 1993 1992 1991 Operations Net Sales $569,292,824 $529,399,483 $506,312,331 $477,216,161 $481,700,906 Net Income 38,320,175 27,147,163 24,011,998 21,913,103 20,175,991 Return on Sales 6.7% 5.1% 4.7% 4.6% 4.2% Return on Equity 29.0% 22.8% 19.8% 16.0% 14.5% Depreciation 12,355,863 12,477,651 12,869,607 11,921,519 12,016,700 Interest Expense 8,367,075 5,937,960 5,597,049 6,565,160 7,901,980 Per Share Data* Net Sales $ 39.15 $ 34.62 $ 30.92 $ 26.75 $ 25.01 Earnings 2.64 1.78 1.47 1.23 1.05 Book Value 9.45 8.16 7.99 8.27 7.71 Dividends .63 .52 .43 .38 .36 Average Shares Outstanding 14,540,476 15,293,351 16,375,964 17,836,576 19,258,470 *Adjusted for May, 1993 two-for-one stock split
RETURN ON EQUITY The Return on Equity chart is calculated by dividing net income for the fiscal by stockholders' equity as of the end of the year. The chart shows the following returns on equity: Fiscal 1991 14.5% Fiscal 1992 16.0% Fiscal 1993 19.8% Fiscal 1994 22.8% Fiscal 1995 29.0% EARNINGS PER SHARE The Earnings Per Share chart is calculated by dividing the net income for the fiscal year by the average shares outstanding for the year. The chart shows the following earnings per share: Fiscal 1991 $1.05 Fiscal 1992 $1.23 Fiscal 1993 $1.47 Fiscal 1994 $1.78 Fiscal 1995 $2.64 DIVIDEND HISTORY The Dividend History chart reflects the dividends paid per share for each fiscal year. The chart shows the following dividends: Fiscal 1991 $0.36 Fiscal 1992 $0.38 Fiscal 1993 $0.43 Fiscal 1994 $0.52 Fiscal 1995 $0.63 To Our Stockholders Fiscal 1995 turned out to be an outstanding year for Standex. For the year just ended, sales, net income, return on equity, and earnings per share all reached record levels. Operating Results: For the fiscal year ended June 30, Standex reported sales of $569,293,000 - a 7.5% increase over fiscal 1994 revenues of $529,399,000. Shipments increased by $40 million, despite the sale of a substantial operating unit early in the year. Net income rose 41.2% to $38,320,000 compared with $27,147,000 generated during the previous year. With a reduced number of shares outstanding, earnings per share increased 48.3% to a new high of $2.64 per share. After excluding non-recurring income, total dollar income is still ahead by $7,830,000 or 28.8%, while earnings per share advanced 35.4% to $2.41 per share, compared to $1.78 reported for fiscal 1994. Stockholders' Equity increased by $13,420,000 over the past twelve Months, despite the expenditure of $23,912,350 to buy back shares of Standex common stock, and the payment of $8,994,000 in dividends. Return on equity reached a new high of 29.0%, and has now doubled over the past four years. The Corporation continues to commit capital aggressively for the expansion and upgrading of existing production facilities, as well as the development of additional manufacturing sites. Over the past twelve months $12,006,000 was invested in new plant and equipment. Capital expenditures over the past five years have totaled $65,424,000, and this level of investment spending is expected to continue. We do expect, however, that capital requirements for the foreseeable future can be funded primarily through depreciation charges. Dividend Increases: The continued strong growth in Corporate earnings again allowed the Board of Directors to increase the dividend twice during fiscal 1995, for a total increase of 21.4%. This is the third consecutive year in which the dividend has been increased twice, and is an obvious reflection of the Board's confidence in the ability of the Corporation to generate a strong cash flow. Stockholder Return: The Corporation continued to buy-in shares during fiscal 1995. For the twelve month period ended June 30, 1995, an additional 802,761 shares were acquired at a cost of $23,912,350. Since the inception of this program in fiscal 1985, a total of 17,265,602 shares have been acquired for a total expenditure of $218,877,100. This works out to an average cost of $12.68 per share and has cut the number of shares outstanding by more than half. An interesting measure of the cash flow being generated from operations is that while the total debt on June 30, 1995, was $115,165,456, the amount which has been expended on the stock purchase program totaled $218,877,100. Obviously if no shares had been purchased, the balance sheet would show zero debt, and cash balances would exceed $100 million. A Final Word: There are obviously many different ways to be successful. Over the years, Standex has evolved a corporate structure which functions very effectively through a wide variety of economic conditions. Since first becoming a public corporation in 1964 the Company has grown steadily, and the primary goal has always been to create value for our shareholders. That is still our primary goal, and we feel confident that we can continue to do so. /S/THOMAS L. KING Thomas L. King Chairman and Chief Executive Officer /S/EDWARD J. TRAINOR Edward J. Trainor President and Chief Operating Officer [DESCRIPTIONS OF PICTURES BELOW] Above: Chairman and Chief Executive Officer Thomas L. King Bottom left: President and Chief Operating Officer, Edward J. Trainor Left margin: Performance Graph The following graph compares the cumulative total stockholder return on the Company's Common Stock as of the end of each of the last five fiscal years with the cumulative total stockholder return on the Standard & Poor's Manufacturing (Diversified Industry) Index and on the Russell 2000 Index, assuming an investment of $100 in each at their closing prices on June 30, 1990 and the reinvestment of all dividends: Standex S&P Measurement Period International Russell Manufacturing Fiscal Year Covered Corporation 2000 (Div. Ind.) Measurement Pt.-6/30/90 $100 $100 $100 FYE 6/30/91 $ 98 $101 $106 FYE 6/30/92 $139 $116 $105 FYE 6/30/93 $181 $146 $124 FYE 6/30/94 $234 $152 $139 FYE 6/30/95 $287 $183 $183 Industrial Products Group: The Industrial Products Group includes Roehlen/Europe, Roehlen/North America, Standex Precision Engineering and Standex Electronics. These divisions accounted for 26% of total Corporate sales and 37% of operating income for fiscal 1995, compared with 28% of sales and 30% of operating income for the previous fiscal year. Standex Electronics is headquartered in the United Kingdom with additional production facilities located in the United States and Mexico. The division is a fully integrated manufacturer of electronic components and assemblies for the telecommunications, automotive, appliance, industrial and military power supply, and security industries. The two Roehlen Industries units enjoy a worldwide position of pre-eminence in the use of Texturization (registered trade mark) to produce a variety of decorative effects on plastics, rubber, metal, paper and wallboard. The Texturization (registered trade mark) is produced through the use of engraved embossing rolls and plates, from plants located in the United States, France, Germany, the United Kingdom, Spain, Portugal and Australia. Mold-Tech, which is part of the Roehlen Industries Group, is the world's leading engraver of textured patterns on molds and dies to achieve decorative effects on molded products. Operations include 18 separate facilities located in major tooling centers of Europe, North America and Asia. Procon (registered trade mark) pumps are manufactured at plants located in Tennessee and in Ireland. These rotary vane pumps are widely used in the beverage industry for the carbonation of soft drinks, and for the operation of espresso coffee machines. Additional diverse end uses include welding coolant systems and kidney dialysis machines. B.F. Perkins is a prominent manufacturer of web product finishing machinery for the paper, textile, non-woven and magnetic tape industries. Spincraft is a leader in the power spinning of various metals. Company plants in Wisconsin and Massachusetts form and fabricate a wide variety of alloys into components utilized in gas turbines, aircraft engines, nuclear reactors and many other products. Custom Hoists of Hayesville, Ohio manufactures single and double acting telescopic and piston rod hydraulic cylinders. The cylinders are sold to OEM's manufacturing dump trucks, trash collection vehicles, lift trucks and other mobile units requiring hydraulic power. [DESCRIPTION OF PICTURES BELOW] Above right: Procon pumps are used in espresso coffee machines Below: Reed-switch production at Standex Electronics Above: Mold-Tech textures automotive interiors for virtually all of the industry's major manufacturers [picture of car interior steering wheel and dashboard] Below right: Custom Hoists' hydraulic cylinders as used on aircraft servicing carts. Institutional Products Group: The Institutional Products Group is composed of Standex Institutional Products, Standex Air Distribution Products and Standex Commercial Products. During fiscal 1995 these three divisions represented 47% of total Corporate sales and 43% of total operating income. This compares with 46% of sales and 50% of operating income during fiscal 1994. Master-Bilt manufactures a complete line of commercial refrigeration equipment, ranging from small ice cream dipping cabinets all the way up to large refrigerated warehouses. Two additional facilities were brought on line during fiscal 1995 as new product lines were added. Master-Bilt now operates four factories in Mississippi and one in Tennessee, totaling 726,000 square feet. Snappy Air Distribution Products produces pipe, duct and fittings for heating, ventilating and air-conditioning residential housing. Headquartered in Minnesota, the company has an additional production facility in Colorado, and in May 1995 acquired Metal Products Manufacturing, Inc. of Milwaukie, Oregon. This new facility will strengthen Snappy's market penetration in the Pacific Northwest. USECO and General Slicing are both located in Murfreesboro, Tennessee. USECO custom designs and manufactures feeding systems for institutions with large food service requirements, such as schools, hospitals and prisons. General Slicing manufactures and/or distributes a variety of slicers, meat grinders, vegetable shredders and heavy duty food waste disposers. The fast food industry is a major customer. The Toastswell Company of St. Louis, Missouri manufactures a broad line of commercial toasters, waffle irons, griddles and food warmers for the restaurant industry. H.F. Coors, from its factory in Los Angeles, produces china and cookware for restaurants and hotels. The Mason Candlelight Company, headquartered in New Jersey, supplies candles and candle lamps for table top lighting, to many of those same markets. National Metal Industries, located in Springfield, Massachusetts, produces a wide variety of fabricated metal products and specialty hardware. Products include Christmas tree stands, copier work stations, metal storage cabinets and custom precision stampings. Williams Healthcare Systems, with production facilities in Elgin, Illinois and Lenexa, Kansas, is the world's leading manufacturer of chiropractic and traction tables. The company also produces a line of electrotherapy and ultrasound equipment for the related but broader physical therapy market. BK Industries of South Carolina, and Barbecue King of England, produce commercial barbecue oven/rotisseries, pressure fryers, cook and hold ovens, doughnut fryers and display merchandisers. Principal markets are fast food outlets, delicatessens, supermarkets and convenience stores. Jarvis Caster Group is a major producer of institutional and industrial casters and wheels for the North American market. Production facilities are located in Massachusetts, Michigan and California, with assembly and distribution sites, under the "Can-Am" name, in Montreal, Toronto and Vancouver. A major expansion of the Michigan factory was completed during this past fiscal year. Federal Industries, headquartered in Wisconsin, manufactures both refrigerated and non-refrigerated display cases for the food service industry. The company enjoys a particularly strong market position in the bakery industry with a broad line of proofers, dough retarders and freezers. Reach-in glass door merchandisers are also produced for the supermarket and convenience store trade. [DESCRIPTION OF PICTURES BELOW] Above right: USECO's Cook/ Chill system Below: Snappy manufactures pipe, duct and fittings for heating, ventilating and air conditioning [picture of pipe, duct and fittings] Above right: Master-Bilt's Rack Refrigeration Systems Below: General Slicing vegetable shredders Above top: Williams. new Combi MTS table Above bottom: Christmas tree stands made by National Metal Industries Barbecue King's commercial barbecue oven/rotisseries Above: Jarvis/Pemco supplies plastic wheels to every shopping cart manufacturer in North America [picture of shopping cart] Right: Federal Industries' bakery display cases Graphics/Mail Order Group: The Graphics/Mail Order Group consists of Standard Publishing, James Burn International and Crest Fruit Company. These three units accounted for 27% of Corporate sales and 20% of operating income during fiscal 1995. This compares with 26% of sales and 20% of operating income during fiscal 1994. Standard Publishing, founded in 1866, is headquartered in Cincinnati, Ohio, and is the leading publisher of nondenominational religious curricula and Vacation Bible School (VBS) programs in the United States. A new children's Bible was introduced during this past year and was enthusiastically received. The company also operates a chain of Berean (registered trade mark) Christian Stores which distribute religious literature and supplies to churches, school systems and individuals. Standard Publishing is also a major commercial printer. A substantial amount of printing work is done for other religious publishers as well as direct mail catalogs and other materials (including this Annual Report) for commercial and industrial accounts. Doubleday Bros. & Co., headquartered in Kalamazoo, Michigan, was founded in 1898 and was acquired by Standex in 1967. The company produces a broad range of custom continuous forms for business, as well as specialized forms and election equipment and supplies for county and state governments. James Burn International manufactures two distinct mechanical binding systems. Wire-O (registered trade mark) is a double loop wire binding system utilized in a wide range of products including computer manuals, diaries, calendars and cookbooks. Mult-O (registered trade mark) is a multiple ring binding system used for high quality binding. James Burn also designs and manufactures punches and wire binding machinery for use with the Wire-O binding system. A new, high speed punch introduced this past year has gained wide acceptance in quick print and document reproduction centers. James Burn operates manufacturing facilities in the United States, England and France with warehousing and distribution facilities in Germany, Sweden and Spain. Crest Fruit is the nation's leading mail order marketer of Texas "Ruby Red" grapefruit. Catalog offerings also include a broad variety of other food items. Gift packages comprise much of the business during the Christmas season, but sales are generated steadily throughout the year through "clubs" which ship to members on a regular basis. [DESCRIPTION OF PICTURES BELOW] Doubleday election supplies have been used throughout the State of Michigan for over 50 years Above: James Burn double loop wire binding shown on various computer manuals Right: Standex continues to expand the chain of Berean Stores [picture of Berean Bookstore] Management's Discussion and Analysis Liquidity and Capital Resources During the fiscal year ended June 30, 1995, the Company sold a German subsidiary for net proceeds of $13.6 million. In addition, the Company formulated a plan to dispose of, or otherwise align, certain other businesses and product lines. In the aggregate, these transactions resulted in a gain of $5.4 million. The net proceeds from the sale, as well as net operating cash flows of $37.5 million, were used to purchase $23.9 million of the Company's Common Stock, fund property, plant and equipment expenditures of $12.0 million and pay $9.0 million in cash dividends to the Company's stockholders. The remaining net proceeds and net operating cash flows were primarily used to reduce debt. Residual costs related to the disposition and alignment of the other businesses and product lines will not have a material impact on future cash flows. The Company intends to continue its policy of using its funds to acquire property, plant and equipment, pay dividends, purchase its Common Stock and make acquisitions when conditions are favorable. Net Cash Provided by Operating Activities was $37.5 million in 1995 as compared to $18.2 million in 1994. The increase of $19.3 million in 1995 from 1994 was caused by several factors. Net Income rose $11.2 million, of which $7.8 million was due to growth in business activity. Accounts payable grew $9.2 million due mainly to an increase in inventory. This rise was necessitated by the need to support the growth in Net Sales reported by both the Graphics/Mail Order and Institutional segments, which is discussed below, as well as to meet increased customer demand anticipated in fiscal 1996. In addition, accrued income taxes rose $5.9 million primarily due to the increase in income for the year. In November 1994, the Company re-negotiated its Revolving Credit Agreement which increased the maximum credit line available from $125 million to $175 million and extended repayment terms from December 1997 to October 1999. In addition, the financial covenants were substantially reduced. All other conditions and warranties remained substantially unchanged from the prior Revolving Credit Agreement. At June 30, 1995, the Company had the ability to borrow an additional $62.2 million under the existing bank credit agreement. The Company believes that this resource, along with the Company's internally generated funds, will be sufficient to meet its anticipated needs for the foreseeable future. The Company's existing bank credit agreement is described in the footnotes to the Consolidated Financial Statements. Operations
Net Sales by Industry Segment (In thousands) 1995 Change 1994 Change 1993 Graphics/Mail Order $152,723 10.1% $138,738 (4.6)% $145,558 Institutional 267,059 10.8 241,054 13.8 211,682 Industrial 149,508 (.1) 149,607 .3 149,067 Operating Income by Industry Segment (In thousands) 1995 Change 1994 Change 1993 Graphics/Mail Order $ 15,556 35.5% $ 11,484 (13.9)% $ 13,342 Institutional 33,943 19.6 28,379 12.9 25,125 Industrial 28,629 68.9 16,955 7.2 15,810
Fiscal 1995 as Compared to Fiscal 1994 Net Sales increased $39.9 million, or 7.5%, for the year ended June 30, 1995 as compared to the fiscal year ended 1994. During the fiscal year, a number of divisions implemented sales price increases to help offset rises in material prices. Although it is difficult to quantify the impact of the sales price increases on Net Sales, management believes the majority of the growth in Net Sales is due to an increase in unit volume. In addition, although changes in annual average exchange rates from 1994 to 1995 had a positive impact on Net Sales in 1995, the total effect was not significant. The Institutional segment reported the largest increase in Net Sales of $26.0 million for the year ended June 30, 1995. The majority of this segment's divisions reported growth in Net Sales as compared to fiscal 1994. The Commercial Products Group and Jarvis Caster Group reported the most significant gains in Net Sales due to increased customer demand and the introduction of new products. The Graphics/Mail Order segment registered a $14.0 million, or 10.1%, rise in Net Sales for the year ended June 30, 1995 as compared to the prior fiscal year. James Burn International, Standard Publishing and Berean Christian Stores accounted for the majority of this sales growth which was due to improved worldwide customer demand and the introduction of new products. For the year ended June 30, 1995, the Industrial segment experienced a slight decline in Net Sales due mainly to the sale of a German subsidiary in the first quarter of fiscal 1995. The absence of this subsidiary's Net Sales was offset by growth reported by the majority of reporting units within this group. This increase in Net Sales was primarily caused by the improved economic conditions worldwide. The Gross Profit Margin percentage increased from 32.7% in 1994 to 33.8% in 1995. The Gross Profit Margin percentages reported by the Institutional and Graphics/Mail Order segments both rose slightly. However, the Industrial segment registered an increase in the Gross Profit Margin percentage of 2.4% primarily due to increased sales volumes at certain units and improved operating efficiencies. Selling, General and Administrative Expense (SG&A) rose approximately $6.2 million in 1995 as compared to 1994. However, as a percentage of Net Sales, SG&A decreased slightly from 23.4% of Net Sales in 1994 to 22.9% in 1995. All three segments reported a decline in SG&A as a percentage of Net Sales. Both the Graphics/Mail Order and Institutional segments reported a dollar increase in SG&A due to their growth in business activity discussed above. These increases were offset by a decrease in expenses reported by the Industrial segment primarily due to the sale of one of its units. For the year ended June 30, 1995, Depreciation and Amortization Expense decreased slightly. This expense was $12.4 million in 1995, versus $12.5 million in 1994. The Graphics/Mail Order and Institutional Segments reported slight increases in Depreciation and Amortization Expense. However, these increases were offset by a 10.9% decline in Depreciation and Amortization Expense reported by the Industrial segment due to fewer reporting units. Interest Expense increased $2.4 million in 1995. This was caused by higher interest rates and increased borrowings during the year. The weighted average interest rate on borrowings increased to 5.7% in 1995 versus 3.8% in 1994. The above factors resulted in an improvement in Income Before Income Taxes of approximately $15.6 million, or 36.9%, in 1995 as compared to 1994. The most significant increase in Operating Income was reported by the Industrial segment mainly due to the net gain on the disposition of businesses and product lines previously discussed. This net gain is also included in the Non-U.S. Operating Income reported in the Industry Segment Information Note to the Consolidated Financial Statements. The effective tax rate decreased in 1995 to 33.7% versus 35.7% in 1994. The decline in the effective tax rate is primarily due to the increased use of foreign tax credits and tax benefits generated by UK subsidiaries. Due to the above factors, Net Income rose $11.2 million, or 41.2%. Fiscal 1994 as Compared to Fiscal 1993 Net Sales increased $23.1 million, or 4.6%, for the year ended June 30, 1994 as compared to the fiscal year ended 1993. Changes in unit volume, and not prices, were primarily responsible for the variation in Net Sales reported for each segment. As shown in the table above, only the Graphics/Mail Order segment reported a decline in Net Sales for the fiscal year ended June 30, 1994. The Institutional segment reported record Net Sales for the year ended June 30, 1994 with a $29.4 million, or 13.8% increase. The majority of this segment's divisions experienced improvement in Net Sales as compared to fiscal year 1993. However, this segment's Master-Bilt Products division reported the single greatest improvement due to the increased sales strength of a product line which was introduced during fiscal year 1993. The Jarvis Caster Group and Snappy Air Distribution Products also reported noteworthy rises in Net Sales due to increased customer demand. The Graphics/Mail Order segment registered a $6.8 million, or 4.6%, decline in Net Sales partially due to the cyclical nature of its Doubleday Bros. & Co. division. The sluggish European economy and the decline in the average annual exchange rates of many European currencies against the dollar in 1994, as compared to 1993, has resulted in a decrease in Net Sales reported by this segment's James Burn Group. Net Sales reported by the Industrial segment rose slightly in fiscal 1994. A noteworthy improvement in Net Sales was reported by this segment's Standex Electronics division. However, this growth was offset by a decline in Net Sales reported by other operations. The European recession, particularly in the automotive industry, negatively impacted the Company's Roehlen Industries - Europe operations. Also, weakness in U.S. defense related industries has resulted in a decline in Net Sales reported by this segment's Spincraft operations. The Gross Profit Margin percentage registered a slight decrease from 33.2% in 1993 to 32.7% in 1994. The Gross Profit Margin percentage reported by the Industrial and Graphics/Mail Order segments remained consistent with the prior year. The Institutional segment reported a slight decrease in the Gross Profit Margin percentage from 28.6% in 1993 to 28.1% primarily due to competitive pressures on profit margins. Selling, General and Administrative Expense (SG&A) rose approximately $1.4 million in 1994 as compared to 1993. However, as a percentage of Net Sales, SG&A decreased from 24.2% in 1993 to 23.4%. The Institutional segment reported an increase in SG&A in direct proportion with its growth in Net Sales. This increase was offset by a decrease in expenses reported by the Graphics/Mail Order and Industrial segments. Due to the respective decline and stabilization of Net Sales reported by these two segments, management implemented cost reduction programs during the year which resulted in a decline in these expenses. In 1994, a slight decrease was experienced in Depreciation and Amortization Expense. This expense was $12.5 million in 1994, versus $12.9 million in 1993. There were no significant changes within any segment. Despite an increase in borrowings, Interest Expense increased only slightly in 1994. This is primarily due to lower interest rates in the first eight months of fiscal 1994 as compared to the same period in 1993. The above resulted in an improvement in Income Before Income Taxes of approximately $4.8 million, or 12.7%, in 1994 as compared to 1993. The effective tax rate remained fairly stable at 35.7% in 1994 which represented a slight decline from the 35.9% effective tax rate reported in 1993. Due to the above factors, Net Income rose $3.1 million, or 13.1%. Other Matters Inflation was a much bigger factor in 1995 for several of our divisions, primarily in the United States. The total impact is not quantifiable; however, it is not believed significant for the Company overall. Price increases were implemented where possible to help offset these cost increases. In the prior year, inflation had a minimal effect because of the relatively flat economic conditions worldwide. Environmental matters - The Company is a party to various claims and legal proceedings, generally incidental to its business and has recorded an appropriate provision for the resolution of such matters. As stated in the Notes to the Consolidated Financial Statements, the Company believes that its provision is sufficient to cover any future payment, including legal costs, under such proceedings. New Accounting Pronouncements In May 1993, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 114, "Accounting by Creditors for Impairment of a Loan." In October 1994, the FASB issued SFAS No. 118, "Accounting by Creditors for Impairment of a Loan - Income Recognition and Disclosures." The Company has evaluated these standards and has determined that they have no application. In October 1994, the FASB issued SFAS No. 119, "Disclosure about Derivative Financial Instruments and Fair Value of Financial Instruments." This standard has been adopted by the Company. Comments regarding the Company's program are included in the Notes to the Consolidated Financial Statements. In March 1995, the FASB issued SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and For Long-Lived Assets to Be Disposed Of." The Company has evaluated this standard and determined that it will not materially effect the Company's financial condition or operating results.
Five-Year Financial Review Standex International Corporation and Subsidiaries (In thousands, except per share data) 1995 1994 1993 1992 1991 Year Ended June 30 Summary of Operations Net sales $569,293 $529,399 $506,312 $477,216 $481,701 Gross profit margin 192,540 172,979 168,309 156,727 156,787 Interest expense 8,367 5,938 5,597 6,565 7,902 Income before income taxes 57,803 42,222 37,450 33,659 32,620 Provision for income taxes 19,483 15,075 13,438 11,746 12,444 Net income 38,320 27,147 24,012 21,913 20,176 ________ ________ ________ ________ _______ Per Share Data* Net sales 39.15 34.62 30.92 26.75 25.01 Earnings 2.64 1.78 1.47 1.23 1.05 Dividends paid .63 .52 .43 .38 .36 Book value 9.45 8.16 7.99 8.27 7.71 Average shares outstanding 14,540 15,293 16,376 17,837 19,258 ________ ________ ________ ________ ________ June 30 Financial Condition Working capital 143,135 126,803 109,128 110,994 104,285 Current ratio 2.85 2.81 2.49 2.49 2.43 Property, plant and equipment - net 84,528 89,697 90,919 94,871 86,182 Total assets 342,702 323,721 308,569 316,566 297,418 Long-term debt 111,845 112,854 94,416 86,699 70,133 Stockholders' equity 132,352 118,932 121,524 137,010 138,688 ________ ________ ________ ________ ________
Sales and Earnings By Quarter Year Ended June 30 (Unaudited) (In thousands, except per share data) 1995 1994 First Second Third Fourth First Second Third Fourth Net sales $140,591 $143,937 $141,575 $143,190 $127,338 $133,493 $130,892 $137,676 Gross profit margin 45,955 50,525 46,845 49,215 41,022 45,773 42,037 44,147 Net income 11,801 9,026 8,058 9,435 6,310 7,087 6,231 7,519 Earnings per share .80 .62 .56 .66 .41 .46 .41 .50 _________ _________ _________ _________ ________ _______ ________ ________
Common Stock Prices and Dividends Paid
Common Stock Price Range 1995 1994 Dividends Per Share High Low High Low 1995 1994 First quarter $28 1/4 $24 5/8 $23 1/2 $18 1/2 $.14 $.12 Second quarter 32 5/8 26 1/4 27 3/4 20 1/8 .16 .13 Third quarter 32 5/8 30 29 5/8 24 7/8 .16 .13 Fourth quarter 32 1/8 29 30 3/8 25 5/8 .17 .14 _____ _____ _____ _____ _____ ____
Distribution of the 1995 Sales Dollar Materials and services $312,154,000 55% Wages, salaries and employee benefits 178,613,000 31 Depreciation and amortization 12,356,000 2 Interest on borrowed money 8,367,000 2 Income taxes 19,483,000 3 Reinvested in the Company 29,326,000 5 Dividends to stockholders 8,994,000 2 ___________ _____ Total $569,293,000 100% ___________ ____ *Adjusted for May, 1993 two-for-one stock split.
Statements of Consolidated Income
Standex International Corporation and Subsidiaries Year Ended June 30 1995 1994 1993 Revenue Net sales $569,292,824 $529,399,483 $506,312,331 Net gain (loss) on disposition of businesses and product lines 5,426,231 478,987 (489,341) Interest and other 1,107,075 1,229,396 579,143 _____________ _____________ _____________ Total revenue 575,826,130 531,107,866 506,402,133 _____________ _____________ _____________ Costs and Expenses Cost of products sold 367,118,405 346,491,082 327,933,270 Selling, general and administrative 130,181,612 123,979,010 122,552,209 Depreciation and amortization 12,355,863 12,477,651 12,869,607 Interest 8,367,075 5,937,960 5,597,049 _____________ _____________ _____________ Total costs and expenses 518,022,955 488,885,703 468,952,135 _____________ ______________ _____________ Income Before Income Taxes 57,803,175 42,222,163 37,449,998 Provision for Income Taxes 19,483,000 15,075,000 13,438,000 _____________ _____________ _____________ Net Income $ 38,320,175 $ 27,147,163 $ 24,011,998 ____________ ____________ ___________ Earnings Per Share $ 2.64 $ 1.78 $ 1.47
Statements of Consolidated Stockholders' Equity
Additional Cumulative Paid-in Retained Translation Treasury Stock Common Stock Capital Earnings Adjustment Shares Amount Balance, June 30, 1992 $20,988,209 $ 6,308,449 $224,274,911 $ 4,850,367 5,710,413 $ (118,572,274) Two-for-one stock split 20,988,208 (6,932,183) (14,056,025) 5,710,413 Stock issued for stock options and employee stock purchase plan net of related income tax benefit 623,734 (341,464) 3,687,670 Treasury stock acquired 1,688,447 (31,895,811) Net income 24,011,998 Dividends paid (43 cents per share) (6,872,400) Foreign currency translation adjustment (5,796,771) __________ _________ ___________ _________ _________ _____________ Balance, June 30, 1993 41,976,417 0 227,358,484 (946,404) 12,767,809 (146,780,415) Stock issued for stock options and employee stock purchase plan net of related income tax benefit 871,128 (263,275) 3,106,090 Treasury stock acquired 897,136 (23,532,338) Net income 27,147,163 Dividends paid (52 cents per share) (7,800,753) Foreign currency translation adjustment (2,467,417) __________ _________ ___________ _________ _________ _____________ Balance, June 30, 1994 41,976,417 871,128 246,704,894 (3,413,821) 13,401,670 (167,206,663) Stock issued for stock options and employee stock purchase plan net of related income tax benefit 1,258,016 (231,921) 2,996,799 Treasury stock acquired 802,761 (23,912,350) Net income 38,320,175 Dividends paid (63 cents per share) (8,993,908) Foreign currency translation adjustment 3,751,361 __________ _________ ___________ _________ _________ _____________ Balance, June 30, 1995 $41,976,417 $ 2,129,144 $276,031,161 $ 337,540 13,972,510 $ (188,122,214) __________ _________ ___________ _________ _________ _____________ Included in Stockholders' Equity at June 30, 1993 is a reduction of approximately $84,000 for a loan receivable from the Employees' Stock Ownership Trust. Share amounts have been adjusted to reflect the May 1993 two-for-one stock split, where appropriate. See notes to consolidated financial statements.
Consolidated Balance Sheets
Standex International Corporation and Subsidiaries June 30 1995 1994 Assets Current Assets Cash and cash equivalents $ 9,542,926 $ 5,023,401 Receivables - less allowance of $2,854,000 in 1995 and $2,587,000 in 1994 90,492,471 83,380,665 Inventories 116,416,518 104,560,817 Prepaid expenses 3,894,692 3,987,588 ____________ ___________ Total current assets 220,346,607 196,952,471 ____________ ___________ Property, Plant and Equipment Land and buildings 57,328,242 59,161,556 Machinery and equipment 152,810,659 154,401,695 ____________ ___________ Total 210,138,901 213,563,251 Less accumulated depreciation 125,611,163 123,866,069 ____________ ___________ Property, plant and equipment - net 84,527,738 89,697,182 ____________ ___________ Other Assets Goodwill - net 15,296,599 16,256,690 Prepaid pension and other 22,530,592 20,814,502 ____________ ___________ Total other assets 37,827,191 37,071,192 ____________ ___________ Total $342,701,536 $323,720,845 ____________ ___________ Liabilities and Stockholders' Equity Current Liabilities Current portion of debt $ 3,320,456 $ 9,575,506 Accounts payable 36,414,187 28,711,360 Accrued payroll and employee benefits 19,496,096 18,208,413 Income taxes 4,471,988 2,772,976 Other 13,508,688 10,881,247 ____________ ___________ Total current liabilities 77,211,415 70,149,502 ____________ ___________ Long-Term Debt - less current portion 111,845,000 112,853,918 ____________ ___________ Deferred Income Taxes 12,108,000 13,769,000 ____________ ___________ Other Noncurrent Liabilities 9,185,073 8,016,470 ____________ ___________ Stockholders' Equity Common stock - authorized, 30,000,000 shares in 1995 and 1994; par value, $1.50 per share; issued 27,984,278 shares in 1995 and 1994 41,976,417 41,976,417 Additional paid-in capital 2,129,144 871,128 Retained earnings 276,031,161 246,704,894 Cumulative translation adjustment 337,540 (3,413,821) Less cost of treasury shares: 13,972,510 shares in 1995 and 13,401,670 in 1994 (188,122,214) (167,206,663) ____________ ___________ Total stockholders' equity 132,352,048 118,931,955 Total $342,701,536 $323,720,845 ____________ ___________ See notes to consolidated financial statements.
Statement of Consolidated Cash Flows
Standex International Corporation and Subsidiaries Year Ended June 30 1995 1994 1993 Cash Flows from Operating Activities Net income $ 38,320,175 $ 27,147,163 $ 24,011,998 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 12,355,863 12,477,651 12,869,607 Profit improvement incentive plan 5,836,089 3,662,698 3,064,838 Deferred income taxes (1,661,000) 795,000 606,000 Net pension credit (1,206,000) (837,000) (620,000) Loss (gain) on sale of investments, real estate and equipment 92,250 (432,087) 284,928 (Gain) loss on disposition of businesses (5,426,231) (478,987) 489,341 Increase (decrease) in cash from changes in assets and liabilities, net of effect of acquisitions and dispositions: Receivables - net (9,300,099) (8,024,312) 261,099 Inventories (15,145,192) (9,254,430) (1,534,022) Prepaid expenses and other assets 536,722 (2,323,973) (1,458,912) Accounts payable 9,644,224 459,485 (981,692) Accrued payroll, employee benefits and other liabilities (734,555) (3,247,000) 498,789 Income taxes 4,236,307 (1,706,496) (996,557) ___________ ___________ ___________ Net cash provided by operating activities 37,548,553 18,237,712 36,495,417 ___________ ___________ ___________ Cash Flows from (used for) Investing Activities Expenditures for property and equipment (12,006,428) (13,237,820) (10,727,300) Proceeds from sale of investments, real estate and equipment 546,214 1,915,533 269,394 Proceeds from disposition of businesses 13,589,000 840,471 - ___________ ___________ ___________ Net cash used for investing activities 2,128,786 (10,481,816) (10,457,906) ___________ ___________ ___________ Cash Flows from (used for) Financing Activities Proceeds from additional borrowings 7,877,395 23,502,040 10,978,583 Payments of debt (15,141,363) (6,202,793) (6,165,189) Stock issued under employee stock option and stock purchase plans 4,254,815 3,977,218 4,311,404 Cash dividends paid (8,993,908) (7,800,753) (6,872,400) Purchase of treasury stock (23,912,350) (23,532,338) (31,895,811) Payments on Employees' Stock Ownership Trust loan - 83,762 755,939 ___________ ___________ ___________ Net cash used for financing activities (35,915,411) (9,972,864) (28,887,474) ___________ ___________ ___________ Effect of Exchange Rate Changes on Cash and Cash Equivalents 757,597 (277,716) (522,585) ___________ ___________ ___________ Net Changes in Cash and Cash Equivalents 4,519,525 (2,494,684) (3,372,548) Cash and Cash Equivalents at Beginning of Year 5,023,401 7,518,085 10,890,633 ___________ ___________ ___________ Cash and Cash Equivalents at End of Year $ 9,542,926 $ 5,023,401 $ 7,518,085 ___________ ___________ ___________ Supplemental Disclosure of Cash Flow Information Cash paid during the year for: Interest $ 8,033,311 $ 5,856,833 $ 5,633,566 Income taxes 16,946,988 15,919,562 13,718,741 ___________ ___________ ___________ See notes to consolidated financial statements.
Notes to Consolidated Financial Statements Summary of Accounting Policies Basis of Consolidation The accompanying consolidated financial statements include the accounts of Standex International Corporation and its subsidiaries. Cash and Cash Equivalents Includes highly liquid investments purchased with a remaining maturity of three months or less. Such investments are carried at cost, which approximates fair value, due to the short period of time until maturity. Inventories Inventories are stated at the lower of first-in, first-out cost or market. Property, Plant and Equipment Property, plant and equipment are depreciated over their estimated useful lives using primarily the straight-line method. Goodwill The excess of purchase price of acquired companies over the fair value of net identifiable assets at date of acquisition has been recorded as goodwill and is being amortized on a straight-line basis over a forty-year period. Accumulated amortization aggregated $7,368,000 and $6,864,000 at June 30, 1995 and 1994, respectively. The Company annually evaluates the net balance of goodwill based on the projected operating income of the respective businesses on an undiscounted cash flow basis. Foreign Currency Translation Assets and liabilities of non-U.S. operations are translated into U.S. dollars at year-end exchange rates. Revenues and expenses are translated using average exchange rates. The resulting translation adjustment is reported as a separate component of stockholders' equity. Gains and losses from non-U.S. currency transactions are included in results of operations. Forward Foreign Currency Exchange Contracts Forward foreign currency contracts are used by the Company to protect certain anticipated foreign cash flows, such as dividends and loan payments from subsidiaries, against movements in the related exchange rate. The Company sells the related foreign currency at a fixed price for settlement on or before the date of the related receipt, and thus protects the dollar value of the receipt. The Company enters into such contracts for hedging purposes only. At June 30, 1995, the Company had no significant forward foreign currency contracts. Concentration of Credit Risk The Company is subject to credit risk through trade receivables and short-term cash investments. Credit risk with respect to trade receivables is minimized because of the diversification of the Company's operations, as well as its large customer base and its geographical dispersion. Short-term cash investments are placed with high credit-quality financial institutions or in high quality debt securities. The Company limits the amount of credit exposure in any one institution or type of investment instrument. Earnings Per Share Earnings per share are computed based on the average number of shares and share equivalents outstanding during the year. The weighted average number of shares used in the determination of earnings per share was 14,540,476, 15,293,351 and 16,375,964 in 1995, 1994 and 1993, respectively. All references to share and per share data have been adjusted to reflect the two-for-one stock split in May, 1993. Reclassifications Certain prior year amounts have been reclassified to conform to the 1995 financial statement presentation. Inventories
Inventories are comprised of (in thousands): 1995 1994 Raw materials $ 38,948 $ 36,765 Work in process 27,510 25,598 Finished goods 49,959 42,198 _______ _______ Total $116,417 $104,561 _______ _______ Debt Debt is comprised of (in thousands): 1995 1994 Bank credit agreements $112,845 $109,095 Institutional investors 83.4%-unsecured - 10,000 Other 4.3% to 11% (due 1996-2003) 2,320 3,335 _________ ________ Total 115,165 122,430 Less current portion 3,320 9,576 _________ ________ Total long-term debt $111,845 $112,854 ________ ________
Bank Credit Agreements The Company renegotiated its revolving credit agreement with five banks in November 1994. The agreement provides for a maximum credit line of $175,000,000 until October 31, 1999, at which time outstanding loans will be due and payable. Borrowings under the agreement generally bear interest at rates which approximate the prime rate. The Company is required to pay a commitment fee of 0.2% on the average daily unused amount. There were no borrowings outstanding under the current or the prior revolving credit agreements during 1995, 1994, or 1993. In addition, the Company has the option to borrow up to $175,000,000 on an unsecured short-term basis at rates which are generally below the prime rate (such rates varied from 4.6% to 6.4% during 1995). Available borrowings under the revolving credit agreement described above are reduced by short-term borrowings. The following is a summary of short-term borrowings (in thousands):
1995 1994 1993 Maximum month-end borrowings during the year $122,306 $109,095 $87,848 Average aggregate borrowings during the year $116,633 $ 97,351 $76,959 Weighted average interest rate for borrowings outstanding during the year 5.7% 3.8% 3.8% Available borrowings at year-end $ 62,155 $ 25,905 $37,629
The Company may refinance the unsecured short-term borrowings on a long-term basis under the revolving credit agreement discussed above. As such, the short-term outstanding borrowings, which are not expected to be paid within a year, are classified as long-term debt, and the debt repayment schedule as presented below, is based on the terms of the revolving credit agreement. Management believes that the recorded amount of both short-term and long-term borrowings approximate their fair value. Loan Covenants and Repayment Schedule The Company's revolving credit agreement contains limited provisions relating to the maintenance of certain financial ratios and restrictions on additional borrowings and investments. Debt is due as follows: 1996, $3,320,000; 1997, $305,000; 1998, $320,000; 1999, $190,000; 2000, $110,105,000; and thereafter $925,000. Accrued Payroll and Employee Benefits
This current liability caption consists of (in thousands): 1995 1994 Payroll $13,070 $13,138 Benefits 4,965 3,540 Taxes 1,461 1,530 _______ _______ Total $19,496 $18,208 _______ _______
Commitments The Company leases certain property and equipment under agreements with initial terms ranging from one to twenty years. Rental expense for the years ended June 30, 1995, 1994 and 1993 was approximately $6,100,000, $5,900,000 and $5,400,000, respectively. At June 30, 1995, the minimum annual rental commitments under noncancelable operating leases, principally real estate, were approximately: 1996, $3,800,000; 1997, $2,400,000; 1998, $1,800,000; 1999, $1,400,000; 2000, $900,000; after 2000, $800,000. Contingencies The Company is a party to various claims and legal proceedings related to environmental matters generally incidental to its business. Management has evaluated each matter based, in part, upon the advice of its independent environmental consultants and has recorded an appropriate provision for the resolution of such matters in accordance with Statement of Financial Accounting Standards (SFAS) No. 5, "Accounting for Contingencies." Management believes that such provision is sufficient to cover any future payments, including legal costs, under such proceedings. Income Taxes Effective July 1, 1993, the Company adopted SFAS No. 109, "Accounting for Income Taxes." Deferred assets and liabilities are recorded for the expected future tax consequences of events that have been included in the financial statements or tax returns. The adoption of SFAS No. 109 did not have a material impact on the Company's consolidated financial statements.
The provision for income taxes consists of (in thousands): 1995 1994 1993 Current: Federal $12,433 $8,509 $8,201 State 2,670 2,062 1,640 Non-U.S. 6,041 3,709 2,991 ________ _______ _______ Total 21,144 14,280 12,832 Deferred (1,661) 795 606 ________ _______ _______ Total $19,483 $15,075 $13,438 ________ _______ _______
Income before income taxes relating to U.S. operations was $35,669,000, $30,254,000 and $27,862,000 in 1995, 1994 and 1993, respectively. Income before income taxes for Non-U.S. operations was $22,134,000, $11,968,000 and $9,588,000 in 1995, 1994 and 1993, respectively. A reconciliation of the U.S. Federal income tax rate to the effective income tax rate is as follows:
1995 1994 1993 Statutory tax rate 35.0% 35.0% 34.0% Non-U.S. (1.8) (1.1) (1.0) State taxes 2.8 3.3 3.3 Insurance - net (0.3) (0.5) (0.3) Other items - net (2.0) (1.0) (0.1) _____ _____ _____ Effective income tax rate 33.7% 35.7% 35.9% _____ _____ _____
Significant components of the Company's net deferred tax liability were as follows (in thousands): 1995 1994 Deferred tax liabilities: Accelerated depreciation $12,792 $12,612 Net pension credit 6,256 5,678 Other items 509 589 Deferred tax assets: Expense accruals (4,841) (3,357) Compensation costs (2,608) (1,753) _______ _______ Net deferred tax liability $12,108 $13,769 _______ _______
Significant components of deferred income taxes and their related impact on deferred income tax expense are as follows (in thousands): 1995 1994 1993 Accelerated depreciation $180 $606 $612 Net pension credit 578 759 621 Compensation costs (855) (509) 28 Expense accruals (1,334) (204) (538) Other items (230) 143 (117) _______ _____ _____ Total $(1,661) $795 $606 _______ _____ _____
At June 30, 1995, accumulated retained earnings of non-U.S. subsidiaries totaled $29,198,000. No provision for U.S. income and foreign withholding taxes has been made because it is expected that such earnings will be reinvested indefinitely or the distribution of any remaining amount would be principally offset by foreign tax credits. The determination of the withholding taxes that would be payable upon remittance of these earnings and the amount of unrecognized deferred tax liability on these unremitted earnings is not practicable. Industry Segment Information The Company is composed of three product groups. These groups are described on pages 4-11. Net sales include only transactions with unaffiliated customers and include no significant intersegment or export sales. Operating income by product group and geographic area excludes general corporate and interest expenses. Assets of the Corporate segment consist primarily of cash, administrative buildings and equipment and other non-current assets.
Net Sales Operating Income (In thousands) 1995 1994 1993 1995 1994 1993 Graphics/Mail Order $152,723 $138,738 $145,558 $15,556 $11,484 $13,342 Institutional 267,059 241,054 211,682 33,943 28,379 25,125 Industrial 149,508 149,607 149,067 28,629 16,955 15,810 Corporate and other 3 - 5 (20,325) (14,596) (16,827) _________ ________ ________ ________ _______ _______ Total $569,293 $529,399 $506,312 $57,803 $42,222 $37,450 _________ ________ ________ ________ _______ _______
Assets Employed Capital Expenditures (In thousands) 1995 1994 1993 1995 1994 1993 Graphics/Mail Order $83,957 $76,250 $75,410 $1,693 $3,031 $1,368 Institutional 149,231 136,117 117,314 6,164 6,521 4,472 Industrial 89,245 95,732 100,071 3,923 3,627 4,816 Corporate and other 20,269 15,622 15,774 226 59 71 _________ ________ ________ ________ _______ _______ Total $342,702 $323,721 $308,569 $12,006 $13,238 $10,727 _________ ________ ________ ________ _______ _______
Depreciation and Amortization (In thousands) 1995 1994 1993 Graphics/Mail Order $ 2,871 $ 2,659 $ 2,802 Institutional 4,735 4,522 4,246 Industrial 4,488 5,036 5,391 Corporate and other 262 261 431 ________ ________ ________ Total $12,356 $12,478 $12,870 ________ _______ _______
Financial data related to U.S. and non-U.S. operations: U.S. Non-U.S. (In thousands) 1995 1994 1993 1995 1994 1993 Net sales $473,187 $431,774 $402,274 $96,103 $97,625 $104,033 Operating income 55,436 45,761 44,987 22,692 11,057 9,290 Assets employed 249,158 232,448 207,999 73,275 75,651 84,796 The Corporate segment is excluded from the above table.
Employee Benefit Plans Retirement Plans The Company and its subsidiaries have several company sponsored, funded retirement plans covering substantially all U.S. and many non-U.S. employees' Benefits are principally based on an employee's years of service and compensation during employment. The Company's funding policy with respect to the U.S. plans is to contribute annually the amount required by the Employee Retirement Income Security Act of 1974. Non-U.S. plans are funded in accordance with local requirements. The periodic pension credit is comprised of the components listed below as determined using the projected unit credit actuarial cost method (in thousands): 1995 1994 1993 Service costs for benefits earned during the period $ 3,722 $ 3,913 $ 3,852 Interest cost on projected benefit obligation 7,734 7,478 6,941 Actual return on plan assets (7,384) 1,217 (9,192) Net amortization and deferral (5,278) (13,445) (2,221) ________ ________ ________ Net pension credit $(1,206) $ (837) $ (620) _______ _______ _______
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): 1995 1994 Accumulated vested benefit obligation $ 82,113 $ 79,236 ________ ________ Projected benefit obligation 100,561 99,068 Fair value of assets 117,696 113,350 _________ _________ Funded status 17,135 14,282 Unrecognized transition amount (11,884) (13,534) Unrecognized prior service cost 1,642 1,455 Unrecognized loss (gain) 7,178 8,692 _________ _________ Prepaid pension cost $ 14,071 $10,895 _________ _________
The accumulated benefit obligation approximated the accumulated vested benefit obligation in 1995 and 1994. The Company used an assumed weighted average discount rate of 8.5% for 1995 and 1993 and 8.0% for 1994, and a rate of increase in future compensation levels of 5% in 1995 and 1994 and 6% in 1993, in determining the actuarial present value of the U.S. projected benefit obligation. The expected long-term rate of return on U.S. plan assets was 9% in 1995, 1994 and 1993. At June 30, 1995, U.S. plan assets consisted of equity securities, U.S. Treasury obligations, corporate bonds and cash equivalents. For its non-U.S. plans, the Company used assumed weighted average discount rates ranging from 7.0% to 8.75%, and rates of increase in future compensation levels ranging from 4.0% to 5.5% in determining the actuarial present value of the projected benefit obligation. The expected long-term rate of return on plan assets was 9.5%. As of June 30, 1995, non-U.S. plan assets consist of units in a pooled investment fund. Certain U.S. employees are covered by union-sponsored, collectively bargained, multi-employer pension plans. Contributions and cost are determined in accordance with the provisions of negotiated labor contracts or terms of the plans. Pension expense for these plans was $1,142,000, $1,006,000 and $881,000 in 1995, 1994 and 1993, respectively. Employees' Stock Ownership Plan The Company has an Employee Stock Ownership Plan covering certain salaried employees. Amounts provided for this plan are approved by the Board of Directors and for the years ended June 30, 1995, 1994 and 1993 aggregated $1,000,000 each year. Profit Improvement Incentive Plan The Company has a profit improvement incentive plan in which certain officers and employees participate. Shares under this plan are issued at the discretion of the Salary and Employee Benefits Committee of the Board of Directors and are assigned a value equal to a multiple of earnings per share payable in five years based upon the net increase in earnings per share over the five-year period. Each fiscal year, amounts are charged or credited to operations to reflect this liability. Amounts charged to operations for the years ended June 30, 1995, 1994 and 1993 were $5,836,000, $3,663,000 and $3,065,000, respectively. Postretirement Benefits Other Than Pensions The Company sponsors unfunded postretirement medical and life plans covering certain full time employees who retire and have attained the requisite age and years of service. Retired employees are required to contribute toward the cost of coverage according to various rules established by the Company. Effective July 1, 1993, the Company adopted SFAS No. 106, "Employers' Accounting for Postretirement Benefits Other Than Pensions," which requires accrual of postretirement benefits (such as health care and life insurance benefits) during the years an employee provides services. Prior to adopting this standard, the Company recorded the cost of these benefits on a pay-as-you-go basis. The adoption of SFAS No. 106 increased operating expenses by $573,000 and $639,000 in 1995 and 1994, respectively. Postretirement cost is comprised of the components listed below (in thousands):
1995 1994 Service Costs for benefits earned during the period $ 102 $ 119 Interest cost on projected benefit obligation 654 741 Amortization of transition amount 446 446 _______ _______ Total Postretirement Costs $1,202 $1,306 _______ _______
The following table sets forth the funded status of the Company's postretirement benefit plans other than pensions (in thousands): 1995 1994 Accumulated benefit obligation:. Retirees $4,324 $4,770 Eligible active employees 2,133 1,921 Other active employees 2,061 2,384 ________ _______ Total 8,518 9,075 Unrecognized net loss 733 49 Unrecognized transition obligation (8,039) (8,485) ________ _______ Accrued postretirement cost $ 1,212 $ 639 ________ _______
For both 1995 and 1994, the Company used an assumed discount rate of 8% and an initial assumed health care cost trend rate of 8.5%, declining gradually to an ultimate cost rate of 5% for years after 2008. A 1% increase in the assumed health care cost trend rate would have increased the cost of postretirement health care benefits by 12.8% and the accumulated benefit obligation at June 30 by $1,092,000 and $726,000 in 1995 and 1994, respectively. Stock Option and Stock Purchase Plans Stock Option Plans At June 30, 1995, 373,520 shares of common stock were reserved for issuance under the Stock Option Plans. Options may be granted at or below fair market value as of the date of grant and must be exercised within the period prescribed by the Salary and Employee Benefits Committee of the Board of Directors at the time of grant but not later than ten years from the date of grant. Options granted at fair market value can be exercised any time after six months from date of grant, and options granted at below fair market value can only be exercised in accordance with vesting schedules prescribed by the Committee. A summary of options issued under the plans is as follows:
No. of Shares Outstanding, June 30, 1992 ($5.10 to $12.50 per share) 810,650 Granted ($15.82 to $18.38 per share) 48,000 Exercised ($5.10 to $12.50 per share) (255,554) _________ Outstanding, June 30, 1993 ($5.10 to $18.38 per share) 603,096 Granted ($16.00 to $26.00 per share) 37,000 Exercised ($5.10 to $15.81 per share) (177,884) Cancelled ($7.50 to $12.50 per share) (4,800) _________ Outstanding, June 30, 1994 ($6.75 to $26.00 per share) 457,412 Granted ($22.00 to $31.00 per share) 144,000 Exercised ($6.75 to $16.00 per share) (154,915) Cancelled ($7.50 to $12.50 per share) (4,600) _________ Outstanding, June 30, 1995 ($6.75 to $31.00 per share) 441,897 _________ Exercisable, June 30, 1995 ($6.75 to $31.00 per share) 246,681 _________
Employee Stock Purchase Plan The Company has an Employee Stock Purchase Plan which allows employees to purchase shares of common stock of the Company at a 15% discount from market value. Shares of stock reserved for the Plan were 205,533 at June 30, 1995. Shares purchased under this plan aggregated 77,006, 85,391 and 85,910 in 1995, 1994 and 1993, respectively. Shareholders Rights Plan The Company has a Shareholders Rights Plan for which purchase rights have been distributed as a dividend at the rate of one right for each share of common stock held. The rights may be exercised only if an entity has acquired beneficial ownership of 20% or more of the Company's common stock, or announces an offer to acquire 30% or more of the Company. Stock split All share and per share data have been adjusted, where appropriate, to reflect the May 1993, two-for-one stock split. Dispositions In August, 1994, the Company sold its Standex International Engraving GmbH subsidiary for net proceeds of $13.6 million as part of a formulated plan to dispose, or otherwise align, certain businesses and product lines. In the aggregate, these transactions resulted in a net gain of $5.4 million. The net sales of the subsidiary and the other businesses and product lines were approximately $12,100,000 and $29,200,000 in 1995 and 1994, respectively. Net income for these businesses and product lines were not material to the Company's consolidated net income. Quarterly Results of Operations (Unaudited) The unaudited quarterly results of operations for the years ended June 30, 1995 and 1994 are set forth on page 15. Independent Auditors' Report To the Board of Directors and Stockholders of Standex International Corporation: We have audited the accompanying consolidated balance sheets of Standex International Corporation and subsidiaries as of June 30, 1995 and 1994, and the related statements of consolidated income, stockholders' equity, and cash flows for each of the years in the three year period ended June 30, 1995. These financial statements are the responsibility of the Corporation's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Standex International Corporation and subsidiaries as of June 30, 1995 and 1994, and the results of their operations and their cash flows for each of the years in the three year period ended June 30, 1995 in conformity with generally accepted accounting principles. /S/Deloitte & Touche LLP Deloitte & Touche LLP Boston, Massachusetts August 18, 1995 Corporate Headquarters Standex International Corporation 6 Manor Parkway Salem, NH 03079 (603) 893-9701 Facsimile: (603) 893-7324 Common Stock Listed on the New York Stock Exchange (Ticker symbol:SXI) Transfer Agent and Registrar: The First National Bank of Boston, Shareholder Services Division, Box 644, Mail Stop 45-02-09, Boston, MA 02102-0644 (617) 575-2900 Counsel Hale and Dorr 60 State Street Boston, MA 02109 Independent Auditors Deloitte & Touche LLP 125 Summer Street Boston, MA 02110 Shareholder Services Stockholders should contact Standex.s Transfer Agent (The First National Bank of Boston, Shareholder Services Division, Box 644, Mail Stop 45-02-09, Boston, MA 02102-0644) regarding changes in name, address or ownership of stock; lost certificates or dividends; and consolidation of accounts. Form 10-K Shareholders may obtain a copy of Standex.s Form 10-K Annual Report, as filed with the Securities and Exchange Commission by writing to: Standex Investor Relations Department, 6 Manor Parkway, Salem, NH 03079 Stockholder Meeting The Annual Meeting of Stockholders will be held at 11:00 AM on Tuesday, October 31, 1995 at The First National Bank of Boston, Auditorium, Main Lobby, 100 Federal Street, Boston, MA Board of Directors Thomas L. King* Chairman of the Board, Chief Executive Officer Edward J. Trainor* President and Chief Operating Officer John Bolten, Jr.a Consultant William L. Brown* Former Chairman of the Board of Bank of Boston Corporation and The First National Bank of Boston David R. Crichton Executive Vice President/ Operations Samuel S. Dennis 3d*a Senior Partner, Hale and Dorr, Attorneys Thomas H. DeWitt Executive Vice President/ Administration, General Counsel Walter F. Greeley Chairman, High Street Associates, An Investment Partnership Daniel B. Hogan, Ph.D. President, The Apollo Group, Management Consultants C. Kevin Landry Managing Partner, T.A. Associates, A Venture Capital Firm H. Nicholas Muller, III, Ph.D. Director, State Historical Society of Wisconsin Sol Sackel Former Senior Vice President of the Company Lindsay M. Sedwick Vice President, Treasurer * Member of Executive Committee a Founder of the Company Corporate Officers Thomas L. King Chairman of the Board, Chief Executive Officer Edward J. Trainor President and Chief Operating Officer David R. Crichton Executive Vice President/ Operations Thomas H. DeWitt Executive Vice President/ Administration, General Counsel Lindsay M. Sedwick Vice President, Treasurer Robert R. Kettinger Corporate Controller Richard H. Booth Corporate Counsel, Secretary Deborah A. Rosen Senior Corporate Attorney, Assistant Secretary Norman B. Asher Assistant Secretary Division Management Robert J. Dittrich President Standard Publishing Harry D. Goodwin President Crest Fruit Company Jerry G. Griffin President Standex Commercial Products John Hill Chairman & Consultant Standex Electronics Fred Krein President Standex Institutional Products Giorgio Mazza President Roehlen Industries/Europe Martin D. Pallante President Roehlen Industries/ North America Paul J. Schornack President Standex Air Distribution Products Thomas Tellin President James Burn International L. Kenneth Womelsdorf President Standex Precision Engineering Printed in U.S.A. by Standard Publishing, Cincinnati, Ohio, a division of Standex International. Industrial Products Group Texturizing Systems Pumps Converting and finishing machinery Power metal spinning Reed switches and relays Inductors, connectors, and custom electronic assemblies Hydraulic cylinders Institutional Products Group Food service equipment Air distribution products Casters and wheels Chiropractic tables and physical therapy equipment Industrial hardware Restaurant china and candlelamps Graphics/Mail Order Group Educational and religious publishing and distribution Commercial printing Binding systems, business forms, office supplies, and election materials Mail order gift packages EX-21 6 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, 1995 (except subsidiaries which, considered in the aggregate do not constitute a significant subsidiary): Percentage Percentage of Voting of Voting Stock Stock Owned Owned by Jurisdiction of by the Immediate Name of Subsidiary Incorporation Company Parent Crest Fruit Company............... Texas 100% Custom Hoists, Inc................ Ohio 100% James Burn/American, Inc.......... New York 100% Standex Financial Corp. .......... Delaware 100% SXI Limited....................... Canada 100% Keller-Dorian Graveurs, S.A. ..... France 100% S. I. de Mexico S.A. de C.V. ..... Mexico 100% Standex International FSC, Inc. .. Virgin Islands 100% Standex International GmbH........ Germany 100% Standex Holdings Limited.......... United Kingdom 100% Standex International Limited... United Kingdom 100% Roehlen Industries Pty. Limited....................... Australia 50% 50% James Burn International Limited....................... United Kingdom 100% Standex Electronics (U.K.) Limited....................... United Kingdom 100%
EX-23 7 Exhibit 23 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in Registration Statement Nos. 33-9108, 33-9109, C-206-16, 33-2-7706, 33-42954 and 33-45054 of Standex International Corporation on Form S-8 of our reports dated August 18, 1995, appearing in and incorporated by reference in the Annual Report on Form 10-K of Standex International Corporation for the year ended June 30, 1995. /s/ DELOITTE & TOUCHE LLP DELOITTE & TOUCHE LLP Boston, Massachusetts September 19, 1995 EX-24 8 EXHIBIT 24 POWER OF ATTORNEY The undersigned, being a director of Standex International Corporation ("Standex"), hereby constitutes Edward J. Trainor and Thomas H. DeWitt, and each of them singly, my true and lawful attorney with full power to them, and each of them singly, to sign for me and in my name in my capacity as a director of Standex, the Annual Report of Standex on Form 10-K for the fiscal year ended June 30, 1995 and any and all amendments thereto and generally to do such things in my name and behalf to enable Standex to comply with the requirements of the Securities and Exchange Commission relating to Form 10-K. Witness my signature as of the 7th day of September, 1995. /s/ Daniel B. Hogan ____________________________ Daniel B. Hogan EXHIBIT 24 POWER OF ATTORNEY The undersigned, being a director of Standex International Corporation ("Standex"), hereby constitutes Edward J. Trainor and Thomas H. DeWitt, and each of them singly, my true and lawful attorney with full power to them, and each of them singly, to sign for me and in my name in my capacity as a director of Standex, the Annual Report of Standex on Form 10-K for the fiscal year ended June 30, 1995 and any and all amendments thereto and generally to do such things in my name and behalf to enable Standex to comply with the requirements of the Securities and Exchange Commission relating to Form 10-K. Witness my signature as of the 7th day of September, 1995. /s/ Samuel S. Dennis 3d ____________________________ Samuel S. Dennis 3d EXHIBIT 24 POWER OF ATTORNEY The undersigned, being a director of Standex International Corporation ("Standex"), hereby constitutes Edward J. Trainor and Thomas H. DeWitt, and each of them singly, my true and lawful attorney with full power to them, and each of them singly, to sign for me and in my name in my capacity as a director of Standex, the Annual Report of Standex on Form 10-K for the fiscal year ended June 30, 1995 and any and all amendments thereto and generally to do such things in my name and behalf to enable Standex to comply with the requirements of the Securities and Exchange Commission relating to Form 10-K. Witness my signature as of the 7th day of September, 1995. /s/ John Bolten, Jr. ____________________________ John Bolten, Jr. EXHIBIT 24 POWER OF ATTORNEY The undersigned, being a director of Standex International Corporation ("Standex"), hereby constitutes Edward J. Trainor and Thomas H. DeWitt, and each of them singly, my true and lawful attorney with full power to them, and each of them singly, to sign for me and in my name in my capacity as a director of Standex, the Annual Report of Standex on Form 10-K for the fiscal year ended June 30, 1995 and any and all amendments thereto and generally to do such things in my name and behalf to enable Standex to comply with the requirements of the Securities and Exchange Commission relating to Form 10-K. Witness my signature as of the 7th day of September, 1995. /s/ Thomas H. DeWitt ____________________________ Thomas H. DeWitt EXHIBIT 24 POWER OF ATTORNEY The undersigned, being a director of Standex International Corporation ("Standex"), hereby constitutes Edward J. Trainor and Thomas H. DeWitt, and each of them singly, my true and lawful attorney with full power to them, and each of them singly, to sign for me and in my name in my capacity as a director of Standex, the Annual Report of Standex on Form 10-K for the fiscal year ended June 30, 1995 and any and all amendments thereto and generally to do such things in my name and behalf to enable Standex to comply with the requirements of the Securities and Exchange Commission relating to Form 10-K. Witness my signature as of the 7th day of September, 1995. /s/ Walter F. Greeley ____________________________ Walter F. Greeley EXHIBIT 24 POWER OF ATTORNEY The undersigned, being a director of Standex International Corporation ("Standex"), hereby constitutes Edward J. Trainor and Thomas H. DeWitt, and each of them singly, my true and lawful attorney with full power to them, and each of them singly, to sign for me and in my name in my capacity as a director of Standex, the Annual Report of Standex on Form 10-K for the fiscal year ended June 30, 1995 and any and all amendments thereto and generally to do such things in my name and behalf to enable Standex to comply with the requirements of the Securities and Exchange Commission relating to Form 10-K. Witness my signature as of the 7th day of September, 1995. /s/ C. Kevin Landry ____________________________ C. Kevin Landry EXHIBIT 24 POWER OF ATTORNEY The undersigned, being a director of Standex International Corporation ("Standex"), hereby constitutes Edward J. Trainor and Thomas H. DeWitt, and each of them singly, my true and lawful attorney with full power to them, and each of them singly, to sign for me and in my name in my capacity as a director of Standex, the Annual Report of Standex on Form 10-K for the fiscal year ended June 30, 1995 and any and all amendments thereto and generally to do such things in my name and behalf to enable Standex to comply with the requirements of the Securities and Exchange Commission relating to Form 10-K. Witness my signature as of the 7th day of September, 1995. /s/ Thomas L. King ____________________________ Thomas L. King EXHIBIT 24 POWER OF ATTORNEY The undersigned, being a director of Standex International Corporation ("Standex"), hereby constitutes Edward J. Trainor and Thomas H. DeWitt, and each of them singly, my true and lawful attorney with full power to them, and each of them singly, to sign for me and in my name in my capacity as a director of Standex, the Annual Report of Standex on Form 10-K for the fiscal year ended June 30, 1995 and any and all amendments thereto and generally to do such things in my name and behalf to enable Standex to comply with the requirements of the Securities and Exchange Commission relating to Form 10-K. Witness my signature as of the 7th day of September, 1995. /s/ William L. Brown ____________________________ William L. Brown EXHIBIT 24 POWER OF ATTORNEY The undersigned, being a director of Standex International Corporation ("Standex"), hereby constitutes Edward J. Trainor and Thomas H. DeWitt, and each of them singly, my true and lawful attorney with full power to them, and each of them singly, to sign for me and in my name in my capacity as a director of Standex, the Annual Report of Standex on Form 10-K for the fiscal year ended June 30, 1995 and any and all amendments thereto and generally to do such things in my name and behalf to enable Standex to comply with the requirements of the Securities and Exchange Commission relating to Form 10-K. Witness my signature as of the 7th day of September, 1995. /s/ Sol Sackel ____________________________ Sol Sackel EXHIBIT 24 POWER OF ATTORNEY The undersigned, being a director of Standex International Corporation ("Standex"), hereby constitutes Edward J. Trainor and Thomas H. DeWitt, and each of them singly, my true and lawful attorney with full power to them, and each of them singly, to sign for me and in my name in my capacity as a director of Standex, the Annual Report of Standex on Form 10-K for the fiscal year ended June 30, 1995 and any and all amendments thereto and generally to do such things in my name and behalf to enable Standex to comply with the requirements of the Securities and Exchange Commission relating to Form 10-K. Witness my signature as of the 7th day of September, 1995. /s/ Lindsay M. Sedwick ____________________________ Lindsay M. Sedwick EXHIBIT 24 POWER OF ATTORNEY The undersigned, being a director of Standex International Corporation ("Standex"), hereby constitutes Edward J. Trainor and Thomas H. DeWitt, and each of them singly, my true and lawful attorney with full power to them, and each of them singly, to sign for me and in my name in my capacity as a director of Standex, the Annual Report of Standex on Form 10-K for the fiscal year ended June 30, 1995 and any and all amendments thereto and generally to do such things in my name and behalf to enable Standex to comply with the requirements of the Securities and Exchange Commission relating to Form 10-K. Witness my signature as of the 7th day of September, 1995. /s/ David R. Crichton ____________________________ David R. Crichton EXHIBIT 24 POWER OF ATTORNEY The undersigned, being a director of Standex International Corporation ("Standex"), hereby constitutes Edward J. Trainor and Thomas H. DeWitt, and each of them singly, my true and lawful attorney with full power to them, and each of them singly, to sign for me and in my name in my capacity as a director of Standex, the Annual Report of Standex on Form 10-K for the fiscal year ended June 30, 1995 and any and all amendments thereto and generally to do such things in my name and behalf to enable Standex to comply with the requirements of the Securities and Exchange Commission relating to Form 10-K. Witness my signature as of the 7th day of September, 1995. /s/ Edward J. Trainor ____________________________ Edward J. Trainor EX-27 9
5 1,000 YEAR JUN-30-1995 JUN-30-1995 9,543 0 93,346 2,854 116,417 220,347 210,139 125,611 342,702 77,211 111,845 41,976 0 0 90,376 342,702 569,293 575,826 367,118 367,118 12,356 1,428 8,367 57,803 19,483 38,320 0 0 0 38,320 2.64 2.64
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