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, 1996, the Company had approximately 4,800 employees.
The principal products produced and services rendered by each of the segments of Standex are incorporated herein by reference to pages 4 through 11 of the Annual Report to Stockholders for the fiscal year ended June 30, 1996 (the "1996 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, vacation periodicals, Sunday School Bible schools; chain of 19 Berean literature and supplies bookstores
. Commercial Printing General commerce and industry
. Specialized commercial and government Manufacturers, advertisers, forms and printing, election equipment department stores, magazines, government and general industry . Binding Systems and Office Supplies:
Wire-O and Mult-O machinery and Printers, publishers of checkbooks, complete binding systems 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 homes, patient feeding systems correctional facilities and restaurants
Master-Bilt refrigerated beverage Hospitals, schools, fast food cases, coolers and freezers; industry, restaurants, hotels, Barbecue King ovens and baking clubs, supermarkets, beverage equipment; Federal Industries bakery industry, bakeries, dairy and and deli equipment; Mason convenience food chains 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 Restaurants, retail stores, office products including Christmas tree furniture markets, stationary stands, specialty hardware and metal supply houses and other industries furniture
Williams chiropractic and traction Chiropractors and physical tables and electrotherapy and therapists ultrasound equipment (Zenith, Combi and Intertron brands)
SXI Technologies develops and Transportation industry markets advanced microprocessor boards, monitoring data acquisition and radio frequency identification systems
Industrial Products
. Texturizing Systems:
Roehlen embossing rolls, machines General Industry (e.g. automotive, and plates; Mold-Tech mold plastics, textiles, paper, building engraving; Keller-Dorian print rolls products, 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, textile, acting telescopic and piston rod 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 and electronics, automotive, security variable inductors and electronic systems, communications equipment, assemblies; variable mica computers, instrumentation controls capacitors; and tunable 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 1996 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.
Substantially all of the 1996 backlog is expected to be realized as sales in fiscal 1997.
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 1996, the Company invested $15,328,000 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 1996 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.
ITEM 2. PROPERTIES
At June 30, 1996, Standex operated a total of 85 principal plants and warehouses located through 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 21 retail stores in various sections of the United States, of which 20 were leased. The approximate building space utilized by each product group of Standex at June 30, 1996 is as follows (in thousands):
Area in Square Feet Owned Leased
Graphics/Mail Order............ 584 362 Institutional.................. 1,467 740 Industrial..................... 847 196 General Corporate.............. 29 - Total..................... 2,927 1,298
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.
ITEM 3. LEGAL PROCEEDINGS
There are no material pending legal proceedings.
ITEM 4.
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 66 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 56 Chief Executive Officer of the Company since July 1995; President of the Company since July 1994; Chief Operating Officer of the Company from July 1994 to June 1995; Vice President of the Company from July 1992 to July 1994; and President of the Standex Institutional Products Group of the Company from February 1987 to July 1994.
David R. Crichton 58 Executive Vice President/Operations of the Company since June 1989.
Thomas H. DeWitt 54 Executive Vice President/Administration of the Company since January 1987; and General Counsel of the Company since October 1985.
Lindsay M. Sedwick 61 Senior Vice President of Finance/CFO of the Company since January 1996; Vice President of the Company from January 1990 to January 1996; and Treasurer of the Company since January 1986.
Robert R. Kettinger 54 Corporate Controller of the Company since July 1991; and, prior thereto, Assistant Corporate Controller of the Company.
Richard H. Booth 49 Corporate Counsel of the Company since June 1992 and Secretary of the Company since July 1992; and, prior thereto, Vice President, General Counsel and Secretary of Metcalf & Eddy Companies, Inc., from May 1989 to November 1991.
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.
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 1996 Annual Report. The approximate number of stockholders of record on September 9, 1996 was 4,400.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
Selected financial data for the five years ended June 30, 1996 is incorporated by reference to the table entitled "Five-Year Financial Review" on page 15 of the 1996 Annual Report. This summary should be read in conjunction with the consolidated financial statements and related notes included in the 1996 Annual Report on pages 16 through 23, and Exhibit 11 contained herein.
ITEM 7.
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 1996 Annual Report.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this item is incorporated by reference to pages 15 through 24 of the 1996 Annual Report.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None
PART III
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF STANDEX
Certain information concerning the directors of the Company is incorporated by reference to pages 2 through 6 and pages 17 and 18 of the Proxy Statement of the Company, dated September 16, 1996 (the "1996 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.
ITEM 11. EXECUTIVE COMPENSATION
Information regarding executive compensation is incorporated by reference to pages 11 through 16 of the 1996 Proxy Statement.
ITEM 12.
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 1996 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 1996 Proxy Statement.
ITEM 13.
Item 13 Certain Relationships and Related Transactions..... P 17-18
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders of STANDEX INTERNATIONAL CORPORATION Salem, New Hampshire
We have audited the consolidated financial statements of Standex International Corporation and subsidiaries as of June 30, 1996 and 1995, and for each of the three years in the period ended June 30, 1996, and have issued our report thereon dated August 19, 1996; such financial statements and report are included in your 1996 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.