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, 1994 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 offices) (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, 1994 was approximately $364,882,000. The number of shares of Registrant's Common Stock outstanding on September 7, 1994 was 14,601,491. Portions of the 1994 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 16, 1994 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, 1994, the Company had approximately 5,100 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, 1994 (the "1994 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 literature and supplies of 16 Berean bookstores . Commercial Printing General commerce and 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) . Binding Systems, etc. (Continued): Specialized commercial and Manufacturers, advertisers, government forms and printing department stores, magazines, government and general industry . 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 industry, bakeries, dairy and bakery 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 & Jarvis, Can-Am Casters and General industry, hospitals and Wheels and PEMCO casters and supermarkets wheels; industrial hardware Snappy metal ducting and fittings Heating, ventilating and air conditioning distributors principally in Midwestern and Southwestern United States MAJOR PRODUCTS MAJOR MARKETS Institutional Products (continued): . Other Institutional Products (continued) National Metal fabricated metal Restaurants, retail stores, office products including Christmas tree furniture markets, stationary stands, speciality hardware and supply houses and other industries metal furniture Williams chiropractic and traction Chiropractors and physical tables and multi-therapy systems therapists (Zenith and CombiTM brands) 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 products, synthetic materials, rolls 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; Alan Duffy web slitting and rewinding machinery MAJOR PRODUCTS MAJOR MARKETS Industrial Products (continued) . Electronics Standex reed switches and relays; Telecommunications, consumer EMI/RFI powerline filters; fixed electronics, automotive, security and variable inductors and systems, communications equipment, electronic assemblies; variable computers, instrumentation controls mica 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 20 of the 1994 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, 1994 and 1993 is as follows (in thousands): 1994 1993 Graphics/Mail Order............ $7,599 $8,056 Institutional.................. 30,569 27,026 Industrial..................... 36,374 39,126 Total $74,542 $74,208 Substantially all of the backlog is expected to be realized as sales in fiscal 1995. 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 1994, the Company invested $13,238,000 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 34 plants, principally in Western Europe. The industry segment information regarding non-U.S. operations on page 20 of the 1994 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, 1994, Standex operated a total of 86 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 18 retail stores in various sections of the United States, of which 17 were leased. The approximate building space utilized by each product group of Standex at June 30, 1994 is as follows (in thousands): Area in Square Feet Owned Leased Graphics/Mail Order............ 574 314 Institutional.................. 1,437 509 Industrial..................... 923 200 General Corporate.............. 29 - Total..................... 2,963 1,023 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 64 Chairman of the Board of the Company since January 1992, President of the Company since August 1984 and Chief Executive Officer of the Company since July 1985. Edward J. Trainor 54 President of the Company since July 1994; 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 56 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 52 Executive Vice President/Administration of the Company since January 1987 and General Counsel of the Company since October 1985. Lindsay M. Sedwick 59 Vice President of the Company since January 1990 and Treasurer of the Company since January 1986. Robert R. Kettinger 52 Corporate Controller of the Company since July 1991, and prior thereto Assistant Corporate Controller of the Company. Richard H. Booth 47 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 14 of the 1994 Annual Report. The approximate number of stockholders of record on September 7, 1994 was 4,500. ITEM 6. SELECTED FINANCIAL DATA Selected financial data for the five years ended June 30, 1994 is incorporated by reference to the table entitled "Five-Year Financial Review" on page 14 of the 1994 Annual Report. This summary should be read in conjunction with the consolidated financial statements and related notes included in the 1994 Annual Report on pages 15 through 22, 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 and 13 of the 1994 Annual Report. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The information required by this item is incorporated by reference to pages 14 through 23 of the 1994 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 23 of the Proxy Statement of the Company, dated September 16, 1994 (the "1994 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 12 through 18 of the 1994 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 6 through 7 of the 1994 Proxy Statement. The beneficial ownership of Standex Common Stock of all directors and executive officers of the Company is incorporated by reference to pages 5 through 6 of the 1994 Proxy Statement. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Information regarding certain relationships and related transactions is incorporated by reference to page 19 of the 1994 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, 1994. (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. 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 in corporate 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 July 1, 1989 is incorporated by reference to the exhibits to the 1990 10-K. (h) Standex International Corporation Stock Option Loan Plan, effective January 1, 1985, as amended and restated on January 26, 1994. (i) Standex International Corporation Executive Security Program as amended and restated on July 27, 1994. (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. (m) Standex International Corporation 1994 Stock Option Plan effective July 27, 1994. 11. Computation of Per Share Earnings. 13. The Annual Report to Stockholders of the Company for the fiscal year ended June 30, 1994 (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, C. Kevin Landry, H. Nicholas Muller, III, Sol Sackel, and Lindsay M. Sedwick. 27. Financial Data Schedule. (d) Schedules The schedules listed in the accompanying Index to Financial Statements and Schedules are 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 13, 1994. STANDEX INTERNATIONAL CORPORATION (Registrant) By: /s/Thomas L. King Thomas L. King, Chairman of the Board, 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 13, 1994: Signature Title /s/Thomas L. King Chairman of the Board, Chief Executive Thomas L. King Officer /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) Thomas L. King, pursuant to powers of attorney which are being filed with this Annual Report on Form 10-K, has signed below on September 1, 1994 as attorney-in-fact for the following directors of the Registrant: John Bolten, Jr. Walter F. Greeley William L. Brown Daniel B. Hogan David R. Crichton C. Kevin Landry Samuel S. Dennis 3d H. Nicholas Muller, III Thomas H. DeWitt Sol Sackel Lindsay M. Sedwick /s/Thomas L. King Thomas L. King 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, 1994, 1993 and 1992...................... AR 15 Consolidated Balance Sheets at June 30, 1994 and 1993........... AR 16 Statements of Consolidated Stockholders' Equity for the Years Ended June 30, 1994, 1993 and 1992.................. AR 15 Statements of Consolidated Cash Flows for the Years Ended June 30, 1994, 1993 and 1992.................. AR 17 Notes to Consolidated Financial Statements...................... AR 18-22 Independent Auditors' Report relating to the Consolidated Financial Statements and Notes thereto........... AR 23 Schedules Schedule II Account Receivable from Related Parties and Underwriters, Promoters, and Employees other than Related Parties......................... 16 Schedule V Property, Plant and Equipment.................. 17 Schedule VI Accumulated Depreciation and Amortization of Property, Plant and Equipment................ 18 Schedule VIII Valuation and Qualifying Accounts.............. 19 Schedule X Supplementary Income Statement Information..... 20 Independent Auditors' Report relating to Schedules.............. 15 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 20 PART II Item 5 Market for Standex Common Stock and Related Stockholder Matters.............................. AR 14 Item 6 Selected Financial Data............................ AR 14 Item 7 Management's Discussion and Analysis of Financial Condition and Results of Operations.............. AR 12-13 Item 8 Financial Statements and Supplementary Data........ AR 14-23 PART III Item 10 Directors and Executive Officers of Standex........ P 2-6;23 Item 11 Executive Compensation............................. P 12-18 Item 12 Security Ownership of Certain Beneficial Owners and Management....................................... P 6-7; 5-6 Item 13 Certain Relationships and Related Transactions..... P 19 INDEPENDENT AUDITORS' REPORT To the Board of Directors and Stockholders of STANDEX INTERNATIONAL CORPORATION: We have audited the consolidated financial statements of Standex International Corporation and subsidiaries as of June 30, 1994 and 1993 and for each of the three years in the period ended June 30, 1994, and have issued our report thereon dated August 16, 1994; such financial statements and report are included in your 1994 Annual Report to Stockholders and are incorporated herein by reference. Our audits also included the financial statement schedules of Standex International Corporation and subsidiaries, listed in Item 14. These financial statement schedules are the responsibility of the Company's management. Our responsibility is to express an opinion based on our audits. In our opinion, such financial statement schedules, when considered in relation to the basic financial statements taken as a whole, present fairly in all material respects the information set forth therein. DELOITTE & TOUCHE LLP Boston, Massachusetts August 16, 1994 Schedule II STANDEX INTERNATIONAL CORPORATION AND SUBSIDIARIES AMOUNTS RECEIVABLE FROM RELATED PARTIES AND UNDERWRITERS, PROMOTERS, AND EMPLOYEES OTHER THAN RELATED PARTIES For the Years Ended June 30, 1994, 1993 and 1992 Column A Column B Column C Column D Column E Balance at Deductions Beginning Amounts Amounts Balance at End of Period Name of Debtor (1) of Period Additions Collected Written Off Current Not Current June 30, 1994: Directors and officers, in excess of $100,000 at any time during the year: Lindsay Sedwick ................... $154,904 $18,745 $2,642 - - $171,007 All Others .......................... 132,349 553,085 200,184 - - 485,250 Total.............................. $287,253 $571,830 $202,826 - - $656,257 June 30, 1993: Directors and officers in excess of $100,000 at any time during the year: Lindsay Sedwick.................... - $157,051 $2,147 - - $154,904 All Others........................... $121,734 154,699 144,084 - - 132,349 Total.............................. $121,734 $311,750 $146,231 - - $287,253 June 30, 1992: All Directors and officers , none of which had in excess of $100,000 at any time during the year........... $271,845 $57,021 $207,132 - - $121,734 Total............................ $271,845 $57,021 $207,132 - - $121,734 _______________ (1) The Board of Directors of the Company has approved a Stock Option Loan Plan which makes loans available to all directors, officers and employees holding stock options for the purpose of exercising the options. The loans bear interest at the rate of 6% per year if issued prior to June 30, 1984; thereafter, the loans bear interest at market rates. The loan must be repaid within ten years. Regular quarterly payments are made by the loan recipients which reduce the outstanding indebtedness. The Company holds as collateral all stock received on the exercise of options under the Plan. Schedule V STANDEX INTERNATIONAL CORPORATION AND SUBSIDIARIES PROPERTY, PLANT AND EQUIPMENT For the Years Ended June 30, 1994, 1993 and 1992 Column A Column B Column C Column D Column E Column F Balance at Other Changes-- Beginning Additions Reclassifications Balance at Classification of Year at Cost Retirements Add (Deduct) End of Year June 30, 1994: Land and land improvements........ $5,991,090 $157,407 $(16,500) $(53,857) $ 6,078,140 Buildings......................... 51,097,758 1,760,308 (1,540,594) (782,455) 50,535,017 Machinery and equipment........... 130,735,810 8,882,437(2) (2,143,603) (1,201,450) 136,273,194 Office furniture and fixtures..... 15,851,497 1,927,438 (833,141) (121,684) 16,824,110 Transportation equipment.......... 1,295,665 212,309 (177,308) (26,275) 1,304,391 Leasehold improvements............ 2,448,749 297,921 (141,435) (56,836) 2,548,399 Total......................... $207,420,569 $13,237,820 $(4,852,581) $(2,242,557)(1) $213,563,251 June 30, 1993: Land and land improvements........ $5,971,804 $104,244 $- $(84,958) $5,991,090 Buildings......................... 50,631,844 1,325,875 (46,063) (813,898) 51,097,758 Machinery and equipment........... 129,314,927 7,716,877)(2) (4,001,421) (2,294,573) 130,735,810 Office furniture and fixtures..... 15,017,766 1,188,306 (211,293) (143,282) 15,851,497 Transportation equipment.......... 1,363,828 239,648 (260,610) (47,201) 1,295,665 Leasehold improvements............ 2,533,388 152,350 (11,611) (225,378) 2,448,749 Total......................... $204,833,557 $10,727,300 $(4,530,998) $(3,609,290)(1) $207,420,569 June 30, 1992: Land and land improvements........ $5,461,879 $458,422 $(4,555) $56,058 $5,971,804 Buildings......................... 47,984,471 1,483,232 (100,986) 1,265,127 50,631,844 Machinery and equipment........... 116,670,163 11,133,621(2) (4,049,820) 5,560,963 129,314,927 Office furniture and fixtures..... 14,902,823 1,955,653 (2,039,771) 199,061 15,017,766 Transportation equipment.......... 1,286,254 141,168 (89,113) 25,519 1,363,828 Leasehold improvements............ 2,268,964 480,683 (257,899) 41,640 2,533,388 Total......................... $188,574,554 $15,652,779 $(6,542,144) $7,148,368(1) $204,833,557 (1) Includes foreign currency translation adjustments of $(2,176,215), $(3,471,259), and $2,314,616 in 1994, 1993 and 1992, respectively, and other amounts which are the result of business acquisitions and dispositions. (2) Primarily includes machinery and equipment used in the manufacturing process. Schedule VI STANDEX INTERNATIONAL CORPORATION AND SUBSIDIARIES ACCUMULATED DEPRECIATION AND AMORTIZATION OF PROPERTY, PLANT AND EQUIPMENT For the Years Ended June 30, 1994, 1993 and 1992 Column A Column B Column C Column D Column E Column F Balance at Additions Other Changes-- Beginning Charged to Costs Reclassifications Balance at Classification of Year and Expenses Retirements Add (Deduct) End of Year June 30, 1994: Land and land improvements........ $627,508 $64,208 $- $(1,012) $690,704 Buildings......................... 20,141,593 1,456,901 (295,267) (207,143) 21,096,084 Machinery and equipment........... 82,781,232 8,368,717 (1,844,055) (946,497) 88,359,397 Office furniture and fixtures..... 10,921,944 1,524,884 (736,468) (55,790) 11,654,570 Transportation equipment.......... 790,034 186,106 (133,365) (14,156) 828,619 Leasehold improvements............ 1,239,243 151,208 (132,545) (21,211) 1,236,695 Total......................... $116,501,554 $11,752,024 $(3,141,700) $(1,245,809)(1) $123,866,069 June 30, 1993: Land and land improvements........ $562,719 $64,978 $- $(189) $627,508 Buildings......................... 18,871,804 1,528,321 (37,621) (220,911) 20,141,593 Machinery and equipment........... 78,996,750 8,582,745 (3,358,682) (1,439,581) 82,781,232 Office furniture and fixtures..... 9,629,513 1,576,734 (191,596) (92,707) 10,921,944 Transportation equipment.......... 759,796 222,260 (163,916) (28,106) 790,034 Leasehold improvements............ 1,142,321 170,523 (1,935) (71,666) 1,239,243 Total......................... $109,962,903 $12,145,561 $(3,753,750) $(1,853,160)(1) $116,501,554 June 30, 1992: Land and land improvements........ $498,322 $65,076 $(1,611) $932 $562,719 Buildings......................... 17,392,704 1,347,270 (92,887) 224,717 18,871,804 Machinery and equipment........... 73,031,350 7,961,264 (2,800,115) 804,251 78,996,750 Office furniture and fixtures..... 9,685,458 1,533,762 (1,641,933) 52,226 9,629,513 Transportation equipment.......... 617,446 199,257 (71,967) 15,060 759,796 Leasehold improvements............ 1,167,044 136,485 (164,609) 3,401 1,142,321 Total......................... $102,392,324 $11,243,114 $(4,773,122) $1,100,587(1) $109,962,903 (1)Includes foreign currency translation adjustments of $(1,182,309), $(1,811,257), and $1,217,972 in 1994, 1993 and 1992, respectively, and other amounts which are the result of business acquisitions and dispositions. Schedule VIII STANDEX INTERNATIONAL CORPORATION AND SUBSIDIARIES VALUATION AND QUALIFYING ACCOUNTS For the Years Ended June 30, 1994, 1993 and 1992 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, 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 June 30, 1992................... $2,557,318 $2,161,369 $(2,000,549) (1) $2,718,138 (1) Accounts written off--net of recoveries. Schedule X STANDEX INTERNATIONAL CORPORATION AND SUBSIDIARIES SUPPLEMENTARY INCOME STATEMENT INFORMATION For the Years Ended June 30, 1994, 1993 and 1992 Column A Column B Charged to Costs and Expenses Item 1994 1993 1992 Advertising costs.......... $8,128,263 $8,562,165 $9,157,419 Maintenance and repairs.... $8,019,546 $7,354,709 $6,919,721 INDEX TO EXHIBITS PAGE 3. (ii) By-Laws of Standex as amended and restated on July 27, 1994 ............................................ 10. (h) Standex International Corporation Stock Option Loan Plan, as amended and restated on January 26, 1994 ........ (i) Standex International Corporation Executive Security Program as amended and restated on July 27, 1994 ......... (l) Standex International Corporation Executive Life Insurance Plan effective April 27, 1994 .................. (m) Standex International Corporation 1994 Stock Option Plan effective July 27, 1994 ............................. 11. Computation of Per Share Earnings ........................ 13. The Annual Report to Stockholders of the Company for the fiscal year ended June 30, 1994 (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, C. Kevin Landry, H. Nicholas Muller, III, Sol Sackel, and Lindsay M. Sedwick ....................................... 27. Financial Data Schedule ..................................