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Financial Statements and Supplementary Data Consolidated Statements of Operations Standex International Corporation and Subsidiaries For the Years Ended June 30 (in thousands, except per share data) Net sales $633,753 $578,454 $607,086 Cost of sales 433,917 395,051 431,111 Gross profit 199,836 183,403 175,975 Selling, general and administrative 148,733 138,770 140,776 Impairment of goodwill -- -- 17,939 Impairment of intangible assets -- -- 3,400 Gain on sale of real estate (3,368) (1,405) -- Restructuring costs 2,044 3,772 7,839 Income from operations 52,427 42,266 6,021 Interest expense 2,107 3,624 6,532 Other, net (754) (215) Total 2,322 2,870 6,317 Income (loss) from continuing operations before income taxes 50,105 39,396 (296) Provision for income taxes 13,957 11,436 1,594 Income (loss) from continuing operations 36,148 27,960 (1,890) Income (loss) from discontinued operations, net of tax (781) (3,515) Net income (loss) $35,367 $28,699 ($5,405) Basic earnings per share: Income (loss) from continuing operations $2.90 $2.25 ($0.15) Income (loss) from discontinued operations (0.06) 0.06 (0.29) Total $2.84 $2.31 ($0.44) Diluted earnings per share: Income (loss) from continuing operations $2.83 $2.20 ($0.15) Income (loss) from discontinued operations (0.06) 0.06 (0.29) Total $2.77 $2.26 ($0.44) See notes to consolidated financial statements. |
The components of the provision for income taxes on continuing operations (in thousands) were as shown below: Current: Federal $8,452 $3,264 $2,358 State 1,136 Non-U.S. 4,785 2,602 2,021 Total Current 14,373 6,116 5,157 Deferred: Federal ($823) $5,150 ($2,777) State (1,002) (714) Non-U.S. 1,409 (758) (72) Total Deferred (416) 5,320 (3,563) Total $13,957 $11,436 $1,594 A reconciliation from the U.S. Federal income tax rate on continuing operations to the total tax provision is as follows (in thousands): Provision at statutory tax rate $17,536 $13,395 ($102) State taxes Foreign rate differential (2,031) (2,245) (887) Change in US tax classification -- -- (1,812) Impairment of goodwill -- -- 6,099 Federal tax credits (1,223) (33) (992) Other (412) (459) (971) Effective income tax provision $13,957 $11,436 $1,594 Changes in the effective tax rates from period to period may be significant as they depend on many factors including, but not limited to, size of the Company’s income or loss and any one-time activities occurring during the period. |
OTHER COMPREHENSIVE INCOME AND ACCUMULATED OTHER COMPREHENSIVE LOSS Amounts shown in the Statements of Other Comprehensive Income are presented in detail, including reclassification adjustments, as follows (in thousands): Net income (loss): $ 35,367 $ 28,699 $ (5,405) Other comprehensive income (loss): Defined benefit pension plans: Actuarial gains (losses) and other changes in unrecognized costs 14,971 (21,484) (40,153) Amortization of unrecognized costs 5,193 2,225 1,995 Derivative instruments: Change in unrealized gains and losses (1,295) (1,141) (3,233) Amortization of unrealized gains and losses into interest expense 1,964 1,527 Other comprehensive income (loss) before tax: $ 19,649 $ (18,436) $ (39,864) Income tax provision (benefit): Defined benefit pension plans: Actuarial gains (losses) and other changes in unrecognized costs $ (5,428) $ 8,075 $ 15,402 Amortization of unrecognized costs (1,933) (848) (728) Derivative instruments: Change in unrealized gains and losses 1,083 Amortization of unrealized gains and losses into interest expense (269) (678) (527) Income tax provision benefit to other comprehensive income (loss) (7,196) 6,931 15,230 Foreign currency translation adjustment 9,075 (2,360) (10,426) Other comprehensive income (loss), net of tax: 21,528 (13,865) (35,060) Comprehensive income (loss) $ 56,895 $ 14,834 $ (40,465) 15. |
STANDEX INTERNATIONAL CORPORATION (Registrant) /s/ ROGER L. FIX Roger L. Fix 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 8, 2011: Signature Title /s/ ROGER L. FIX President/Chief Executive Officer Roger L. Fix /s/ THOMAS D. DEBYLE Vice President/Chief Financial Officer Thomas D. DeByle /s/ SEAN VALASHINAS Chief Accounting Officer Sean Valashinas Roger L. Fix, pursuant to powers of attorney which are being filed with this Annual Report on Form 10-K, has signed below on September 8, 2011 as attorney-in-fact for the following directors of the Registrant: Charles H. Cannon Thomas E. Chorman William R. Fenoglio H. Nicholas Muller, III, Ph.D. Gerald H. Fickenscher Daniel B. Hogan Edward J. Trainor /s/ ROGER L. FIX Roger L. Fix Supplemental Information to be furnished with reports filed pursuant to Section 15(d) of the Act by Registrants which have not registered securities pursuant to Section 12 of the Act. |
D. 2, 3 Executive Director, Passim Folk Music and Cultural Center H. Nicholas Muller, III, Ph.D. 2, 3 Former President/CEO, Frank Lloyd Wright Foundation ________________________ Member of Audit Committee Member of Compensation Committee Member of Corporate Governance/Nominating Committee Member of Executive Committee Corporate Officers Roger L. Fix President and Chief Executive Officer Thomas D. DeByle Vice President, Chief Financial Officer and Treasurer Deborah A. Rosen Vice President, Chief Legal Officer and Secretary Stacey S. Constas Corporate Governance Officer and Assistant Secretary Sean Valashinas Chief Accounting Officer and Assistant Treasurer E. James Haggerty Tax Director Operating Management FOOD SERVICE EQUIPMENT GROUP John Abbott Group Vice President of Food Service Equipment Group Cooking Solutions Group John Abbott Acting President Refrigerated Solutions Group Charles Dullea President American Foodservice Michael Palmer President Federal Industries John W. Minahan President Master-Bilt Products David Parks President Nor-Lake, Incorporated Charles Dullea President Procon Products Paul Roberts President AIR DISTRIBUTION PRODUCTS GROUP Snappy/ACME/ALCO Thomas H. Smid President ENGINEERING TECHNOLOGIES Spincraft Leonard Paolillo President ENGRAVING GROUP Standex Engraving Phillip R. Whisman President International Operations Flavio Maschera President ELECTRONICS AND HYDRAULICS Standex Electronics, Inc. John Meeks President Custom Hoists, Inc. Richard Hiltunen President Shareholder Information Corporate Headquarters Standex International Corporation 11 Keewaydin Drive Salem, NH 03079 (603) 893-9701 Facsimile: (603) 893-7324 www.standex.com Common Stock Listed on the New York Stock Exchange (Ticker symbol: SXI) Transfer Agent and Registrar Registrar and Transfer Company 10 Commerce Drive Cranford, NJ 07016 (800) 866-1340 www.RTCO.com Independent Auditors Deloitte & Touche LLP 200 Berkeley Street Boston, MA 02116-5022 Shareholder Services Stockholders should contact Standex’s Transfer Agent (Registrar and Transfer Company, 10 Commerce Drive, Cranford, NJ 07016) regarding changes in name, address or ownership of stock; lost certificates of dividends; and consolidation of accounts. |
These anti-takeover provisions include: • maintaining a classified board and imposing advance notice procedures for nominations of candidates for election as directors and for stockholder proposals to be considered at stockholders' meetings; • a provision in our certificate of incorporation that requires the approval of the holders of 80% of the outstanding shares of our common stock to adopt any agreement of merger, the sale of substantially all of the assets of Standex to a third party or the issuance or transfer by Standex of voting securities having a fair market value of $1 million or more to a third party, if in any such case such third party is the beneficial owner of 10% or more of the outstanding shares of our common stock, unless the transaction has been approved prior to its consummation by all of our directors; • requiring the affirmative vote of the holders of at least 80% of the outstanding shares of our common stock for stockholders to amend our amended and restated by-laws; • covenants in our credit facility restricting mergers, asset sales and similar transactions; and • the Delaware anti-takeover statute contained in Section 203 of the Delaware General Corporation Law. |
Financial Statements and Supplementary Data Consolidated Statements of Operations Standex International Corporation and Subsidiaries For the Years Ended June 30 (in thousands, except per share data) Net sales $578,454 $607,086 $697,541 Cost of sales 395,051 431,111 495,694 Gross profit 183,403 175,975 201,847 Selling, general and administrative 138,770 140,776 162,328 Impairment of goodwill and intangible assets -- 21,339 -- Gain on sale of real estate (1,405) -- -- Restructuring costs 3,772 7,839 Income from operations 42,266 6,021 38,929 Interest expense 3,624 6,532 9,510 Other, net (754) (215) (324) Total 2,870 6,317 9,186 Income (loss) from continuing operations before income taxes 39,396 (296) 29,743 Provision for income taxes 11,436 1,594 10,459 Income (loss) from continuing operations 27,960 (1,890) 19,284 Income (loss) from discontinued operations, net of tax (3,515) (774) Net income (loss) $28,699 ($5,405) $18,510 Basic earnings per share: Income (loss) from continuing operations $2.25 ($0.15) $1.57 Income (loss) from discontinued operations 0.06 (0.29) (0.06) Total $2.31 ($0.44) $1.51 Diluted earnings per share: Income (loss) from continuing operations $2.20 ($0.15) $1.55 Income (loss) from discontinued operations 0.06 (0.29) (0.06) Total $2.26 ($0.44) $1.49 See notes to consolidated financial statements. |
The components of the provision for income taxes on continuing operations (in thousands) were as shown below: Current: Federal $3,264 $2,358 $5,805 State 1,150 Non-U.S. 2,602 2,021 3,971 Total Current 6,116 5,157 10,926 Deferred: Federal $5,150 ($2,777) ($125) State (714) (637) Non-U.S. (758) (72) Total Deferred 5,320 (3,563) (467) Total $11,436 $1,594 $10,459 A reconciliation from the U.S. Federal income tax rate on continuing operations to the total tax provision is as follows (in thousands): Provision at statutory tax rate 13,395 (102) 10,409 State taxes Foreign rate differential (2,245) (887) (782) Impact of foreign repatriation - - Change in US tax classification - (1,812) - Impairment of goodwill - 6,099 - Federal tax credits (33) (992) (247) Other (459) (971) Effective income tax provision 11,436 1,594 10,459 Changes in the effective tax rates from period to period may be significant as they depend on many factors including, but not limited to, size of the Company’s income or loss and any one-time activities occurring during the period. |
STANDEX INTERNATIONAL CORPORATION (Registrant) /s/ ROGER L. FIX Roger L. Fix 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 August 27, 2010: Signature Title /s/ ROGER L. FIX President/Chief Executive Officer Roger L. Fix /s/ THOMAS D. DEBYLE Vice President/Chief Financial Officer Thomas D. DeByle /s/ SEAN VALASHINAS Chief Accounting Officer Sean Valashinas Roger L. Fix, pursuant to powers of attorney which are being filed with this Annual Report on Form 10-K, has signed below on August 27, 2010 as attorney-in-fact for the following directors of the Registrant: Charles H. Cannon Thomas E. Chorman William R. Fenoglio H. Nicholas Muller, III, Ph.D. Gerald H. Fickenscher Deborah A. Rosen Daniel B. Hogan Edward J. Trainor /s/ ROGER L. FIX Roger L. Fix Supplemental Information to be furnished with reports filed pursuant to Section 15(d) of the Act by Registrants which have not registered securities pursuant to Section 12 of the Act. |
D. 2, 3 Executive Director, Passim Folk Music and Cultural Center H. Nicholas Muller, III, Ph.D. 2, 3 Former President/CEO, Frank Lloyd Wright Foundation Deborah A. Rosen Vice President, Chief Legal Officer and Secretary ________________________ Member of Audit Committee Member of Compensation Committee Member of Corporate Governance/Nominating Committee Member of Executive Committee Corporate Officers Roger L. Fix President and Chief Executive Officer Thomas D. DeByle Vice President, Chief Financial Officer and Treasurer Deborah A. Rosen Vice President, Chief Legal Officer and Secretary Stacey S. Constas Corporate Governance Officer and Assistant Secretary Sean Valashinas Chief Accounting Officer and Assistant Treasurer E. James Haggerty Tax Director Operating Management FOOD SERVICE EQUIPMENT GROUP John Abbott Group Vice President of Food Service Equipment Group Cooking Solutions Group E. J. Morrow President Refrigerated Solutions Group Charles Dullea President American Foodservice Michael Palmer President Federal Industries John W. Minahan President Master-Bilt Products David Parks President Nor-Lake, Incorporated Charles Dullea President Procon Products Paul Roberts President AIR DISTRIBUTION PRODUCTS GROUP Snappy/ACME/ALCO Thomas H. Smid President ENGINEERING TECHNOLOGIES Spincraft Leonard Paolillo President ENGRAVING GROUP Standex Engraving Phillip R. Whisman President International Operations Flavio Maschera President ELECTRONICS AND HYDRAULICS Standex Electronics, Inc. John Meeks President Custom Hoists, Inc. Gary Carpenter Executive Vice President Shareholder Information Corporate Headquarters Standex International Corporation 11 Keewaydin Drive Salem, NH 03079 (603) 893-9701 Facsimile: (603) 893-7324 www.standex.com Common Stock Listed on the New York Stock Exchange (Ticker symbol: SXI) Transfer Agent and Registrar Registrar and Transfer Company 10 Commerce Drive Cranford, NJ 07016 (800) 866-1340 www.RTCO.com Independent Auditors Deloitte & Touche LLP 200 Berkeley Street Boston, MA 02116-5022 Shareholder Services Stockholders should contact Standex’s Transfer Agent (Registrar and Transfer Company, 10 Commerce Drive, Cranford, NJ 07016) regarding changes in name, address or ownership of stock; lost certificates of dividends; and consolidation of accounts. |
These anti-takeover provisions include: • maintaining a classified board and imposing advance notice procedures for nominations of candidates for election as directors and for stockholder proposals to be considered at stockholders' meetings; • a provision in our certificate of incorporation that requires the approval of the holders of 80% of the outstanding shares of our common sock to adopt any agreement of merger, the sale of substantially all of the assets of Standex to a third party or the issuance or transfer by Standex of voting securities having a fair market value of $1 million or more to a third party, if in any such case such third party is the beneficial owner of 10% or more of the outstanding shares of our common stock, unless the transaction has been approved prior to its consummation by all of our directors; • requiring the affirmative vote of the holders of at least 80% of the outstanding shares of our common stock for stockholders to amend our amended and restated by-laws; • covenants in our credit facility restricting mergers, asset sales and similar transactions; and • the Delaware anti-takeover statute contained in Section 203 of the Delaware General Corporation Law. |
Financial Statements and Supplementary Data Consolidated Statements of Operations Standex International Corporation and Subsidiaries For the Years Ended June 30 (in thousands, except per share data) Net sales $607,086 $697,541 $621,211 Cost of sales 431,111 495,694 448,407 Gross profit 175,975 201,847 172,804 Selling, general and administrative 140,776 162,328 142,421 Impairment of goodwill and intangible assets 21,339 -- -- Restructuring costs 7,839 Income from operations 6,021 38,929 30,097 Interest expense 6,532 9,510 9,025 Other, net (215) (324) (1,464) Total 6,317 9,186 7,561 Income (loss) from continuing operations before income taxes (296) 29,743 22,536 Provision for income taxes 1,594 10,459 6,611 Income (loss) from continuing operations (1,890) 19,284 15,925 Income (loss) from discontinued operations (3,515) (774) 5,317 Net income (loss) ($5,405) $18,510 $21,242 Basic earnings per share: Income (loss) from continuing operations ($0.15) $1.57 $1.30 Income (loss) from discontinued operations (0.29) (0.06) 0.44 Total ($0.44) $1.51 $1.74 Diluted earnings per share: Income (loss) from continuing operations ($0.15) $1.55 $1.28 Income (loss) from discontinued operations (0.29) (0.06) 0.43 Total ($0.44) $1.49 $1.71 See notes to consolidated financial statements. |
The components of the provision for income taxes on continuing operations (in thousands) were as shown below: Current: Federal $2,358 $5,805 $4,882 State 1,150 Non-U.S. 2,021 3,971 2,111 Total Current 5,157 10,926 7,744 Deferred: Federal ($2,777) ($125) ($843) State (714) (637) (728) Non-U.S. (72) Total Deferred (3,563) (467) (1,133) Total $1,594 $10,459 $6,611 A reconciliation from the U.S. Federal income tax rate on continuing operations to the total tax provision is as follows (in thousands): Provision at statutory tax rate (102) 10,409 7,888 State taxes Foreign rate differential (887) (782) (659) Impact of foreign repatriation - 1,324 Change in US tax classification (1,812) - - Impairment of goodwill 6,099 - - Federal tax credits (992) (247) (1,320) Other (971) (637) Effective income tax provision 1,594 10,459 6,611 Changes in the effective tax rates from period to period may be significant as they depend on many factors including, but not limited to, size of the Company’s income or loss and any one-time activities occurring during the period. |
STANDEX INTERNATIONAL CORPORATION (Registrant) /s/ ROGER L. FIX Roger L. Fix 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 August 31, 2009: Signature Title /s/ ROGER L. FIX President/Chief Executive Officer Roger L. Fix /s/ THOMAS D. DEBYLE Vice President/Chief Financial Officer Thomas D. DeByle /s/ SEAN VALASHINAS Chief Accounting Officer Sean Valashinas Roger L. Fix, pursuant to powers of attorney which are being filed with this Annual Report on Form 10-K, has signed below on August 31, 2009 as attorney-in-fact for the following directors of the Registrant: Charles H. Cannon Thomas E. Chorman William R. Fenoglio H. Nicholas Muller, III, Ph.D. Gerald H. Fickenscher Deborah A. Rosen Daniel B. Hogan Edward J. Trainor /s/ ROGER L. FIX Roger L. Fix Supplemental Information to be furnished with reports filed pursuant to Section 15(d) of the Act by Registrants which have not registered securities pursuant to Section 12 of the Act. |
D. 2, 3 Executive Director, Passim Folk Music and Cultural Center H. Nicholas Muller, III, Ph.D. 2, 3 Former President/CEO, Frank Lloyd Wright Foundation Deborah A. Rosen Vice President, Chief Legal Officer and Secretary ________________________ Member of Audit Committee Member of Compensation Committee Member of Corporate Governance/Nominating Committee Member of Executive Committee Corporate Officers Roger L. Fix President and Chief Executive Officer Thomas D. DeByle Vice President, Chief Financial Officer and Treasurer Deborah A. Rosen Vice President, Chief Legal Officer and Secretary Stacey S. Constas Corporate Governance Officer and Assistant Secretary Sean Valashinas Chief Accounting Officer and Assistant Treasurer E. James Haggerty Tax Director Operating Management FOOD SERVICE EQUIPMENT GROUP John Abbott Group Vice President of Food Service Equipment Group Cooking Solutions Group E. J. Morrow President Refrigerated Solutions Group Charles Dullea President American Foodservice Michael Palmer President Federal Industries John W. Minahan President Master-Bilt Products David Parks President Nor-Lake, Incorporated Charles Dullea President Procon Products Paul Roberts President AIR DISTRIBUTION PRODUCTS GROUP Snappy/ACME/ALCO Thomas H. Smid President ENGINEERING TECHNOLOGIES Spincraft Richard J. Paul President ENGRAVING GROUP Standex Engraving Phillip R. Whisman President International Operations Flavio Maschera Managing Director ELECTRONICS AND HYDRAULICS Standex Electronics, Inc. John Meeks President Custom Hoists, Inc. Richard J. Paul President Shareholder Information Corporate Headquarters Standex International Corporation 6 Manor Parkway Salem, NH 03079 (603) 893-9701 Facsimile: (603) 893-7324 www.standex.com Common Stock Listed on the New York Stock Exchange (Ticker symbol: SXI) Transfer Agent and Registrar Registrar and Transfer Company 10 Commerce Drive Cranford, NJ 07016 (800) 866-1340 www.RTCO.com Independent Auditors Deloitte & Touche LLP 200 Berkeley Street Boston, MA 02116-5022 Shareholder Services Stockholders should contact Standex’s Transfer Agent (Registrar and Transfer Company, 10 Commerce Drive, Cranford, NJ 07016) regarding changes in name, address or ownership of stock; lost certificates of dividends; and consolidation of accounts. |
Our brands and products include: - Master-Bilt® refrigerated cabinets, cases, display units, modular structures, coolers and freezers - Nor-Lake, Incorporated and Kool Star refrigerated walk-in coolers, freezers, refrigeration systems and cases to meet food service and scientific needs - APW Wyott, American Permanent Ware, Bakers Pride and BevLes commercial ovens, griddles, char broilers and toasters used in cooking, toasting, warming and merchandising food - American Foodservice custom-fabricated food service counters, buffet tables and cabinets - Barbecue King® and BKI® commercial cook and hold units, rotisseries, pressure fryers, ovens and baking equipment - Federal Industries bakery and deli heated and refrigerated display cases - Procon® rotary vane pumps used in beverage and industrial fluid handling applications Air Distribution Products Segment Our Air Distribution Products (“ADP”) business is a leading manufacturer of metal duct and fittings for residential heating, ventilating and air conditioning applications. |
Financial Statements and Supplementary Data Consolidated Balance Sheets Standex International Corporation and Subsidiaries As of June 30 (in thousands, except share data) ASSETS Current assets: Cash and cash equivalents $28,657 $24,057 Accounts receivable, net 103,055 106,116 Inventories 87,619 91,301 Income tax receivables -- Prepaid expenses and other current assets 3,337 3,762 Deferred tax asset 13,032 11,093 Total current assets 236,683 236,329 Property, plant and equipment 116,565 122,315 Intangible assets 27,473 31,228 Goodwill 120,650 118,911 Prepaid pension cost 1,972 8,256 Other non-current assets 19,691 22,861 Total non-current assets 286,351 303,571 Total assets $523,034 $539,900 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Current portion of long-term debt $28,579 $4,162 Accounts payable 66,174 65,977 Accrued payroll and employee benefits 25,073 21,750 Accrued workers’ compensation 7,213 7,430 Income taxes payable -- Other 18,000 19,736 Current liabilities - discontinued operations 2,701 Total current liabilities 147,740 120,330 Long-term debt - less current portion 106,086 164,158 Deferred income taxes 23,858 23,896 Pension obligations 7,430 17,621 Other non-current liabilities 14,762 9,464 Total non-current liabilities 152,136 215,139 Commitments and Contingencies (Notes 10 and 11) Stockholders' equity: Common stock-authorized, 60,000,000 shares in 2008 and 2007; par value, $1.50 per share: issued 27,984,278 shares in 2008 and 2007 41,976 41,976 Additional paid-in capital 27,158 25,268 Retained earnings 433,435 426,171 Accumulated other comprehensive income (17,531) (26,533) Treasury share (15,687,401 shares in 2008 and 15,736,644 shares in 2007, respectively) (261,880) (262,451) Total stockholders' equity 223,158 204,431 Total liabilities and stockholders' equity $523,034 $539,900 See notes to consolidated financial statements. |
Consolidated Income Statement Standex International Corporation and Subsidiaries For the Years Ended June 30 (in thousands, except per share data) Net sales $697,541 $621,211 $589,938 Cost of sales 495,694 448,407 417,324 Gross profit 201,847 172,804 172,614 Selling, general and administrative 162,672 143,444 133,343 Other operating income, net (344) (1,023) (410) Restructuring costs Income from operations 38,929 30,097 38,751 Interest expense (9,510) (9,025) (7,681) Other, net 1,464 Total (9,186) (7,561) (6,788) Income from continuing operations before income taxes 29,743 22,536 31,963 Provision for income taxes 10,459 6,611 11,028 Income from continuing operations 19,284 15,925 20,935 Income/(loss) from discontinued operations (774) 5,317 2,208 Net income $18,510 $21,242 $23,143 Basic earnings per share: Income from continuing operations $1.57 $1.30 $1.71 Income/(loss) from discontinued operations (0.06) 0.44 0.18 Total $1.51 $1.74 $1.89 Diluted earnings per share: Income from continuing operations $1.55 $1.28 $1.67 Income/(loss) from discontinued operations (0.06) 0.43 0.18 Total $1.49 $1.71 $1.85 See notes to consolidated financial statements. |
Statements of Consolidated Cash Flows Standex International Corporation and Subsidiaries For the Years Ended June 30 (in thousands) Cash Flows from Operating Activities Net income $18,510 $21,242 $23,143 Income/(loss) from discontinued operations (774) 5,317 2,208 Income from continuing operations 19,284 15,925 20,935 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 17,113 15,198 12,033 Stock-based compensation 2,437 3,414 Deferred income taxes (467) (1,133) (2,173) Non-cash expense of restructure charge -- Gain on sale of investments, real estate and equipment (344) (1,023) (410) Increase/(decrease) in cash from changes in assets and liabilities, net of effects from discontinued operations and business acquisitions: Accounts receivables, net 4,738 (1,591) (4,653) Inventories 4,299 (4,261) (5,622) Contributions to defined benefit plans (620) (3,862) (3,843) Prepaid expenses and other 1,277 Accounts payable (912) 8,378 4,885 Accrued payroll, employee benefits and other liabilities 1,151 Income taxes payable (1,746) 2,053 6,334 Net cash provided by operating activities - continuing operations 45,183 32,497 31,557 Net cash (used in)/provided by operating activities - discontinued operations (477) (7,002) Net cash provided by operating activities 44,706 25,495 31,660 Cash Flows from Investing Activities Expenditures for property, plant and equipment (9,907) (10,341) (15,144) Expenditures for acquisitions, net of cash acquired -- (95,444) (16,470) Expenditures for executive life insurance policies (626) (642) -- Proceeds withdrawn from life insurance policies 3,129 -- -- Proceeds from sale of investments, real estate and equipment 8,129 1,371 4,316 Net cash used for investing activities from continuing operations (105,056) (27,298) Net cash provided by investing activities from discontinued operations 1,661 31,064 4,253 Net cash used for investing activities 2,386 (73,992) (23,045) Cash Flows from Financing Activities Proceeds from additional borrowings 150,000 85,305 99,005 Payments of debt (183,624) (34,282) (86,916) Stock issued under employee stock option and purchase plans 2,168 6,236 Excess tax benefit associated with stock option exercises -- Debt issuance costs (231) -- (450) Cash dividends paid (10,318) (10,276) (10,260) Purchase of treasury stock (926) (4,091) (8,492) Net cash provided by/(used for) financing activities from continuing operations (44,149) 39,066 (741) Net cash used for financing activities from discontinued operations -- -- -- Net cash provided by/(used for) financing activities (44,149) 39,066 (741) Effect of exchange rate changes on cash 1,657 1,025 Net changes in cash and cash equivalents 4,600 (8,533) 8,899 Cash and cash equivalents at beginning of year 24,057 32,590 23,691 Cash and cash equivalents at end of year $28,657 $24,057 $32,590 Supplemental Disclosure of Cash Flow Information: Cash paid during the year for: Interest $9,921 $7,815 $7,704 Income taxes, net of refunds $10,314 $11,884 $11,002 Capital expenditures included in accounts payable at year end $1,082 $ -- $ -- See notes to consolidated financial statements. |
The components of the provision for income taxes on continuing operations (in thousands) are as follows: Current: Federal $5,805 $4,882 $9,175 State 1,150 1,174 Non-U.S. 3,971 2,111 2,852 Total Current 10,926 7,744 13,201 Deferred: Federal ($125) ($843) ($2,789) State (637) (728) (344) Non-U.S. Total Deferred (467) (1,133) (2,173) Total $10,459 $6,611 $11,028 A reconciliation of the U.S. Federal income tax rate on continuing operations to the effective income rate is as follows: Statutory tax rate 35.0% 35.0% 35.0% State taxes 1.1 0.1 1.7 Foreign rate differential (2.6) (2.9) (0.9) Impact of foreign repatriation 1.4 5.9 -- Federal tax credits (0.8) (5.9) (0.3) Other 1.1 (2.9) (1.0) Effective income tax rate 35.2% 29.3% 34.5% The lower effective tax rate for fiscal 2007 reflects tax benefits associated with the reversal of income tax contingency reserves that were determined to be no longer needed due to the expiration of the applicable statutes of limitations and the impact from the retroactive extension of the R&D credit. |
STANDEX INTERNATIONAL CORPORATION (Registrant) /s/ ROGER L. FIX Roger L. Fix 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 August 29, 2008: Signature Title /s/ ROGER L. FIX President/Chief Executive Officer Roger L. Fix /s/ THOMAS D. DEBYLE Vice President/Chief Financial Officer Thomas D. DeByle /s/ SEAN VALASHINAS Chief Accounting Officer Sean Valashinas Roger L. Fix, pursuant to powers of attorney which are being filed with this Annual Report on Form 10-K, has signed below on August 29, 2008 as attorney-in-fact for the following directors of the Registrant: Charles H. Cannon Thomas E. Chorman William R. Fenoglio H. Nicholas Muller, III, Ph.D. Gerald H. Fickenscher Deborah A. Rosen Daniel B. Hogan Edward J. Trainor /s/ ROGER L. FIX Roger L. Fix Supplemental Information to be furnished with reports filed pursuant to Section 15(d) of the Act by Registrants which have not registered securities pursuant to Section 12 of the Act. |
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Statements of Consolidated Income Standex International Corporation and Subsidiaries For the Years Ended June 30 (in thousands, except per share data) Net sales $621,211 $589,938 $559,478 Cost of sales 448,407 417,324 398,914 Gross profit 172,804 172,614 160,564 Selling, general and administrative 143,444 133,343 123,741 Other operating income, net (1,023) (410) (1,672) Restructuring costs 2,668 Income from operations 30,097 38,751 35,827 Interest expense (9,025) (7,681) (6,493) Other, net 1,464 Total (7,561) (6,788) (5,970) Income from continuing operations before income taxes 22,536 31,963 29,857 Provision for income taxes 6,611 11,028 9,382 Income from continuing operations 15,925 20,935 20,475 Income from discontinued operations 5,317 2,208 3,168 Net income $ 21,242 $ 23,143 $ 23,643 Basic earnings per share: Income from continuing operations $1.30 $1.71 $1.67 Income from discontinued operations 0.44 0.18 0.26 Total $1.74 $1.89 $1.93 Diluted earnings per share: Income from continuing operations $1.28 $1.67 $1.65 Income from discontinued operations 0.43 0.18 0.26 Total $1.71 $1.85 $1.91 See notes to consolidated financial statements. |
The components of the provision for income taxes on continuing operations (in thousands) are as follows: Current: Federal $ 4,882 $ 9,175 $ (823) State 1,174 1,288 Non-U.S. 2,111 2,852 1,404 Total Current 7,744 13,201 1,869 Deferred: Federal $ (843) $ (2,789) $ 7,061 State (728) (344) (35) Non-U.S. Total Deferred (1,133) (2,173) 7,513 Total $ 6,611 $11,028 $ 9,382 A reconciliation of the U.S. Federal income tax rate on continuing operations to the effective income rate is as follows: Statutory tax rate 35.0% 35.0% 35.0% State taxes 0.1 1.7 2.7 Foreign rate differential (2.9) (0.9) (0.8) Impact of foreign repatriation 5.9 -- -- Federal tax credits (5.9) (0.3) (1.8) Other (2.9) (1.0) (3.7) Effective income tax rate 29.3% 34.5% 31.4% The effective tax rate of 29.3% in the fiscal 2007 includes a benefit of $593,000 from the reversal of income tax contingency reserves that were determined to be no longer needed due to the expiration of the applicable statutes of limitations and a benefit of $238,000 from the impact resulting from retroactive extension of the R&D credit. |
Earnings (losses) from discontinued operations include the following results for the years ended June 30: (In thousands) Net sales $4,589 $93,649 $111,212 Income from discontinued operations (1,778) 2,848 5,433 (Benefit)/Provision for income taxes (926) (2,018) Gains (losses) from disposal, net of taxes $(4,014), $(934), $177 6,411 1,939 (247) Change in loss contingencies, net of tax benefit $0, $286, $0 -- (594) -- Write-down in carrying value of USECO inventory, net of tax benefit $0, $510, $0 -- (1,059) -- Total net earnings from discontinued operations $ 5,317 $ 2,208 $ 3,168 The major classes of discontinued assets and liabilities included in the consolidated balance sheets are as follows: (In thousands) Assets: Accounts receivable, net $ -- $ 6,512 Inventories -- 15,968 Prepaid expenses and other current assets -- 1,559 Total current assets -- 24,039 Property, plant and equipment, net -- 3,593 Other non-current assets -- Goodwill -- 1,571 Total non-current assets -- 5,659 Total assets of discontinued operations $ -- $29,698 Liabilities: Accounts payable $ -- $ 8,208 Accrued liabilities 2,523 Total current liabilities 10,731 Non-current liabilities -- Total liabilities of discontinued operations $821 $11,237 Restructuring During fiscal 2007, we shutdown one U.S. location in our Engineered Products Group and consolidated that business into one of our existing locations. |
A summary of the charges is as follows (in thousands): Year Ended June 30, 2007 Involuntary Employee Severance and Benefit Shutdown Costs Costs Total Expense Cash expended $ 65 $221 $286 Accrual/non-cash -- -- -- Total expense $ 65 $221 $286 Year Ended June 30, 2006 Involuntary Employee Severance and Benefit Shutdown Costs Costs Total Expense Cash expended $ 267 $558 $825 Accrual/non-cash -- Total expense $ 372 $558 $930 Year Ended June 30, 2005 Involuntary Employee Severance and Benefit Asset Shutdown Costs Impairment Costs Total Expense Cash expended $ 764 $ -- $335 $1,099 Accrual/non-cash 1,268 -- 1,569 Total expense $1,065 $1,268 $335 $2,668 The restructuring costs related to the following segments: Year Ended June 30, Food Service Equipment $ -- $ 492 $148 Air Distribution Products -- 1,869 Engraving -- Engineered Products (140) Total expense $ 286 $930 $2,668 Year Ended June 30, Accrued Balances Balance at beginning of year $ 105 $ 301 Payments (391) (1,014) Additional accrual Balance at end of year $ -- $ 105 As of June 30, 2007, we had no accruals for asset impairments and shutdown costs associated with the restructuring program. |
Quarterly Results of Operations (Unaudited) The unaudited quarterly results of operations for the years ended June 30, 2007 and 2006 are as follows: Year Ended June 30 (in thousands, except per share data) First Second Third Fourth Net sales $149,490 $139,268 $160,663 $171,790 Gross profit margin 43,057 38,469 43,440 47,838 Income from continuing operations 5,989 4,770 1,855 3,311 EARNINGS PER SHARE Basic 0.49 0.39 0.15 0.27 Diluted 0.48 0.39 0.15 0.26 Year Ended June 30 (in thousands, except per share data) First Second Third Fourth Net sales $149,892 $138,159 $148,496 $153,391 Gross profit margin 42,857 39,840 42,487 47,430 Income from continuing operations 5,907 4,354 4,786 5,888 EARNINGS PER SHARE Basic 0.48 0.36 0.39 0.48 Diluted 0.47 0.35 0.38 0.47 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Standex International Corporation Salem, New Hampshire We have audited the accompanying consolidated balance sheets of Standex International Corporation and subsidiaries (the “Company”) as of June 30, 2007 and 2006, and the related consolidated statements of income, stockholders’ equity and comprehensive income, and cash flows for each of the three years in the period ended June 30, 2007. |
STANDEX INTERNATIONAL CORPORATION (Registrant) /s/ ROGER L. FIX Roger L. Fix 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 11, 2007: Signature Title /s/ ROGER L. FIX President/Chief Executive Officer Roger L. Fix /s/ CHRISTIAN STORCH Vice President/Chief Financial Officer Christian Storch /s/ CHRISTIAN STORCH Chief Accounting Officer Christian Storch Roger L. Fix, pursuant to powers of attorney which are being filed with this Annual Report on Form 10-K, has signed below on September 11, 2007 as attorney-in-fact for the following directors of the Registrant: Charles H. Cannon Thomas L. King William R. Fenoglio Thomas E. Chorman Gerald H. Fickenscher H. Nicholas Muller, III, Ph.D. Walter F. Greeley Deborah A. Rosen Daniel B. Hogan Edward J. Trainor /s/ ROGER L. FIX Roger L. Fix Supplemental Information to be furnished with reports filed pursuant to Section 15(d) of the Act by Registrants which have not registered securities pursuant to Section 12 of the Act. |
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Statements of Consolidated Income Standex International Corporation and Subsidiaries For the Years Ended June 30 (In thousands, except per share data) Net sales $589,938 $559,478 $472,214 Cost of sales 417,324 398,914 328,086 Gross profit 172,614 160,564 144,128 Selling, general and administrative 133,343 123,741 111,945 Other operating (income)/expense, net (410) (1,672) (279) Restructuring and asset impairment costs 2,668 1,218 Income from operations 38,751 35,827 31,244 Interest expense (7,681) (6,493) (5,725) Other, net Total (6,788) (5,970) (5,060) Income from continuing operations before income taxes 31,963 29,857 26,184 Provision for income taxes 11,028 9,382 7,684 Income from continuing operations 20,935 20,475 18,500 Income/(loss) from discontinued operations 2,208 3,168 (7,895) Net income $ 23,143 $ 23,643 $ 10,605 Basic earnings per share: Income from continuing operations $1.71 $1.67 $ 1.52 Income/(loss) from discontinued operations 0.18 0.26 (0.65) Total $1.89 $1.93 $ 0.87 Diluted earnings per share: Income from continuing operations $1.67 $1.65 $ 1.50 Income/(loss) from discontinued operations 0.18 0.26 (0.64) Total $1.85 $1.91 $ 0.86 See notes to consolidated financial statements. |
Consolidated Balance Sheets Standex International Corporation and Subsidiaries As of June 30 (in thousands, except share data) ASSETS Current assets Cash and cash equivalents $ 32,590 $ 23,691 Accounts receivable, net 92,798 84,320 Inventories 75,751 68,907 Prepaid expenses and other current assets 3,392 6,325 Deferred tax asset 14,479 12,674 Current assets - discontinued operations 24,039 29,285 Total current assets 243,049 225,202 Property, plant and equipment, net 97,072 93,365 Goodwill, net 73,272 65,339 Prepaid pension cost 30,639 26,954 Non-current assets - discontinued operations 5,659 6,857 Other non-current assets 28,982 24,589 Total non-current assets 235,624 217,104 Total assets $478,673 $442,306 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Current portion of long-term debt $ 3,873 $ 52,213 Accounts payable 54,534 47,748 Accrued payroll and employee benefits 19,256 18,598 Income taxes payable 4,125 3,626 Other 23,291 23,758 Current liabilities - discontinued operations 10,731 14,526 Total current liabilities 115,810 160,469 Long-term debt - less current portion 113,729 53,300 Deferred income taxes 16,538 15,361 Pension obligations 23,648 25,345 Other non-current liabilities 8,147 11,276 Non-current liabilities - discontinued operations 1,002 Total non-current liabilities 162,568 106,284 Commitments and Contingencies Stockholders' equity Common stock-authorized, 60,000,000 shares in 2006 and 2005; par value, $1.50 per share; issued 27,984,278 shares in 2006 and 2005 41,976 41,976 Additional paid-in capital 25,572 18,898 Retained earnings 415,205 402,322 Unamortized value of restricted stock -- (63) Accumulated other comprehensive income (21,000) (30,405) Treasury shares (15,781,692 shares in 2006 and 15,750,050 shares in 2005, respectively) (261,458) (257,175) Total stockholders' equity 200,295 175,553 Total liabilities and stockholders’ equity $478,673 $ 442,306 See notes to consolidated financial statements. |
The following table sets forth the funded status and amounts recognized as of June 30, 2006 and 2005 for our U.S. and foreign defined benefit pension plans (in thousands): U.S. Plans Foreign Plans Year Ended June 30, Year Ended June 30, Change in benefit obligation Benefit obligation at beginning of year $211,530 $198,522 $31,574 $ 28,481 Service cost 5,388 4,597 1,048 Interest cost 11,847 11,563 1,614 1,689 Plan participants' contribution -- -- Amendments -- (724) Curtailment -- -- -- Actuarial loss/(gain) (4,657) 8,091 4,136 2,690 Benefits paid (11,318) (11,654) (1,358) (1,658) Foreign currency exchange rate -- -- 1,388 (626) Benefit obligation at end of year $212,862 $211,530 $37,926 $ 31,574 Change in plan assets Fair value of plan assets at beginning of year $185,350 $164,035 $16,648 $ 13,444 Actual return on plan assets 19,175 12,801 4,183 3,308 Employer contribution -- 19,500 3,843 1,500 Plan participants' contributions -- -- Benefits paid (10,944) (10,986) (1,136) (1,407) Foreign currency exchange rate -- -- (390) Fair value of plan assets at end of year $193,581 $185,350 $24,523 $ 16,648 Funded status $(19,282) $ (26,180) $(13,403) $(14,926) Unrecognized net actuarial loss 74,663 86,880 13,852 13,845 Unrecognized prior service cost 1,401 1,600 (638) (723) Unrecognized transition obligation (asset) -- (1) Foreign currency exchange rate -- -- (486) Net amount recognized $ 56,796 $ 62,318 $ 404 $ (2,291) Amounts recognized in the consolidated balance sheets consist of: Prepaid benefit cost $24,592 $ 26,954 $ 6,011 $ -- Accrued benefit cost (6,458) (12,740) (17,191) (12,632) Intangible asset 1,142 -- -- Additional minimum pension liability 37,705 46,962 11,584 10,341 Net amount recognized $56,796 $ 62,318 $ 404 $ (2,291) The accumulated benefit obligation for all defined benefit pension plans was $228.0 million and $220.8 million at June 30, 2006, and 2005, respectively. |
Components of Net Periodic Benefit Cost Pension Benefits U.S. Plans Foreign Plans Year Ended June 30, Year Ended June 30, Service Cost $ 5,388 $ 4,597 $ 5,556 $ 471 $1,048 $1,009 Interest Cost 11,847 11,563 11,460 1,614 1,689 1,296 Expected return on plan assets (16,200) (15,003) (15,299) (1,328) (1,317) (1,083) Recognized net actuarial loss 4,585 3,637 2,446 Amortization of prior service cost (54) Amortization of transition obligation (asset) (5) (18) -- (3) (102) Curtailment -- -- -- (181) Net periodic benefit cost $ 5,895 $ 5,010 $ 4,372 $ 1,359 $ 2,356 $2,412 Plan Assets U.S. Plans Foreign Plans Year Ended June 30, Year Ended June 30, Asset Category Equity securities 63% 57% 74% 86% Debt securities 37% 43% 7% 10% Real estate -- -- 2% 3% Other -- -- 17% 1% Total 100% 100% 100% 100% Asset Category - Target U.S. Foreign Equity securities 63% 65-90% Debt and market neutral securities 37% 0-40% Real estate -- 0-10% Other -- 0-10% Total 100% 100% Year Ended June 30 Plan assumptions as of June 30 Discount rate 4.40 - 6.00% 4.40 - 5.75% Expected return on assets 5.64 - 8.80% 5.64 - 8.80% Rate of compensation increase 3.85 - 4.00% 3.85 - 4.00% Included in the above are the following assumptions relating to the defined benefit pension plans in the United States for fiscal 2006: discount rate 6.00%, expected return on assets 8.8% and rate of compensation increase 4.0%. |
A summary of stock options and restricted stock awards issued under the above plans is as follows: Weighted Number Average Aggregate of Exercise Intrinsic Value Year Ended June 30 Shares Price ($000) Outstanding, July 1, 2003 ($0.00 to $31.5625 per share) 969,999 $21.33 $1,885 Granted ($0.00 per share) 28,700 -- Exercised ($0.00 to $28.50 per share) (446,353) 20.95 Canceled ($0.00 to $31.5625 per share) (46,598) 20.66 Outstanding, June 30, 2004 ($0.00 to $31.5625 per share) 505,748 $20.33 $3,707 Granted ($0.00 per share) 36,260 -- Exercised ($0.00 to $29.75 per share) (114,712) 20.26 Canceled ($0.00 to $31.5625 per share) (50,250) 23.23 Outstanding, June 30, 2005 ($0.00 to $34.56 per share) 377,046 $17.86 $4,027 Granted ($0.00 per share) 73,957 -- Exercised ($0.00 to $29.75 per share) (176,766) 20.05 Canceled ($0.00 to $29.75 per share) (33,700) 24.81 Outstanding, June 30, 2006 ($0.00 to $31.56 per share) 240,537 $ 9.57 $5,004 At June 30, 2006 and 2005, there were 57,210 and 293,988 options exercisable at weighted average prices of $23.70 and $22.91, respectively. |
Earnings (losses) from discontinued operations include the following results for the years ended June 30: (In thousands) Net sales $93,649 $111,212 $156,049 Income from discontinued operations 2,848 5,433 2,114 Provision for income taxes (926) (2,018) (1,150) Gains (losses) from disposal, net of taxes $934, ($177), ($3,480) 1,939 (247) (8,859) Change in loss contingencies, net of tax benefit $286, $0, $0 (594) -- -- Write-down in carrying value of USECO inventory, net of tax benefit $510, $0, $0 (1,059) -- -- Total net earnings/(losses) from discontinued operations $ 2,208 $ 3,168 $ (7,895) The major classes of discontinued assets and liabilities included in the consolidated balance sheets are as follows: (In thousands) Assets: Accounts receivable, net $ 6,512 $ 9,356 Inventories 15,968 17,929 Prepaid expenses and other current assets 1,559 2,000 Total current assets 24,039 29,285 Property, plant and equipment, net 3,593 4,247 Other non-current assets 1,039 Goodwill 1,571 1,571 Total non-current assets 5,659 6,857 Total assets of discontinued operations $29,698 $36,142 Liabilities: Accounts payable $ 8,208 $10,631 Accrued payroll and benefits 2,523 3,895 Total current liabilities 10,731 14,526 Non-current liabilities 1,002 Total liabilities of discontinued operations $11,237 $15,528 Restructuring In the fourth quarter of fiscal 2005 and continuing into fiscal 2006, we shut down two operations in the U.S., one within the Food Service Equipment Group and the other within the ADP Group. |
A summary of the charges is as follows (in thousands): Year Ended June 30, 2006 Involuntary Employee Severance and Benefit Asset Shutdown Costs Impairment Costs Total Expense Cash expended $267 $ -- $558 $825 Accrual/non-cash -- -- Total expense $372 $ -- $558 $930 Summary of charges continued: Year Ended June 30, 2005 Involuntary Employee Severance and Benefit Asset Shutdown Costs Impairment Costs Total Expense Cash expended $ 764 $ -- $335 $1,099 Accrual/non-cash 1,268 -- 1,569 Total expense $ 1,065 $1,268 $335 $2,668 Year Ended June 30, 2004 Involuntary Employee Severance and Benefit Asset Shutdown Costs Impairment Costs Total Expense Cash expended $ 951 $ -- $848 $1,799 Accrual/non-cash (739) -- (581) Total expense $ 212 $158 $848 $1,218 The restructuring costs related to the following segments: Year Ended June 30, Food Service Equipment $ 492 $ 148 $1,047 Air Distribution Products 1,869 Engraving (235) Engineered Products (140) Total expense $ 930 $2,668 $1,218 Year Ended June 30, Accrued Balances Balance at beginning of year $ 301 $2,223 Payments (1,014) (4,590) Additional accrual 2,668 Balance at end of year $ 105 $ 301 As of June 30, 2006, we had no accruals for asset impairments and shutdown costs associated with the restructuring program. |
STANDEX INTERNATIONAL CORPORATION (Registrant) /s/ ROGER L. FIX Roger L. Fix 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 8, 2006: Signature Title /s/ ROGER L. FIX President/Chief Executive Officer Roger L. Fix /s/ CHRISTIAN STORCH Vice President/Chief Financial Officer Christian Storch /s/ TIMOTHY S. O’NEIL Chief Accounting Officer Timothy S. O’Neil Roger L. Fix, pursuant to powers of attorney which are being filed with this Annual Report on Form 10-K, has signed below on September 8, 2006 as attorney-in-fact for the following directors of the Registrant: Charles H. Cannon Thomas L. King William R. Fenoglio Thomas E. Chorman Gerald H. Fickenscher H. Nicholas Muller, III, Ph.D. Walter F. Greeley Deborah A. Rosen Daniel B. Hogan Edward J. Trainor /s/ ROGER L. FIX Roger L. Fix Supplemental Information to be furnished with reports filed pursuant to Section 15(d) of the Act by Registrants which have not registered securities pursuant to Section 12 of the Act. |
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Statements of Consolidated Stockholders' Equity Unamortized Accumulated Additional Value of Other Total Paid-in Restricted Retained Comprehensive Treasury Stock Stockholders' Year End (In thousands) Common Stock Capital Stock Awards Earnings Income Shares Amount Equity Balance, July 1, 2002 $41,976 $12,075 $(655) $384,589 $ (8,473) 15,897 $(251,080) $178,432 Stock issued for employee stock options and stock purchase plan, including related income tax benefit (6) (55) Amortization of restricted stock awards Stock issued in conjunction with acquisition (174) 2,755 3,653 Treasury stock acquired (1,719) (1,719) Comprehensive income Net income 14,149 14,149 Foreign currency translation adjustment 11,350 11,350 Additional minimum liability net of related tax benefit (34,695) (34,695) Total comprehensive income (9,196) Dividends paid ($.84 per share) (10,145) (10,145) Balance, June 30, 2003 $41,976 $13,370 $(100) $388,593 $(31,818) 15,791 $(250,099) $161,922 Stock issued for employee stock options and stock purchase plan, including related income tax benefit 3,701 (66) (4,329) (628) Restricted stock awards -- Amortization of restricted stock awards Treasury stock acquired (1,517) (1,517) Comprehensive income Net income 10,605 10,605 Foreign currency translation adjustment 1,882 1,882 Additional minimum liability, net of related income tax benefit 1,536 1,536 Total comprehensive income 14,023 Dividends paid ($.84 per share) (10,279) (10,279) Balance, June 30, 2004 $41,976 $17,071 $ (87) $388,919 $ (28,400) 15,777 $(255,945) $163,534 Stock issued for employee stock options and stock purchase plan, including related income tax benefit 1,827 (31) (691) 1,136 Restricted stock awards -- Amortization of restricted- stock awards Treasury stock acquired (539) (539) Comprehensive income Net income 23,643 23,643 Foreign currency translation adjustment 1,180 1,180 Additional minimum liability, net of related income tax benefit (3,185) (3,185) Total comprehensive income 21,638 Dividends paid ($.84 per share) (10,240) (10,240) Balance, June 30, 2005 $41,976 $18,898 $ (63) $402,322 $ (30,405) 15,750 $(257,175) $175,553 See notes to consolidated financial statements. |
The following table sets forth the funded status and amounts recognized as of June 30, 2005 and 2004 for the Company’s U.S. and non-U.S. defined benefit pension plans (in thousands): U.S. Plans Foreign Plans Year Ended June 30, Year Ended June 30, Change in benefit obligation Benefit obligation at beginning of year $198,522 $181,150 $ 28,481 $23,365 Service cost 4,597 5,556 1,048 1,009 Interest cost 11,563 11,460 1,689 1,296 Plan participants' contribution -- -- Amendments -- (724) -- Curtailment -- -- -- Actuarial loss 8,091 11,323 2,690 1,903 Benefits paid (11,654) (10,967) (1,658) (1,329) Foreign currency exchange rate changes -- -- (626) 2,008 Benefit obligation at end of year $211,530 $198,522 $ 31,574 $28,481 Change in plan assets Fair value of plan assets at beginning of year $164,035 $130,774 $ 13,444 $10,481 Actual return on plan assets 12,801 36,750 3,308 1,997 Employer contribution 19,500 6,800 1,500 Plan participants' contributions -- -- Benefits paid (10,986) (10,289) (1,407) (1,128) Foreign currency exchange rate -- -- (390) 1,065 Fair value of plan assets at end of year $185,350 $164,035 $ 16,648 $13,444 Funded status $ (26,180) $ (34,487) $(14,926) $(15,037) Unrecognized net actuarial loss 86,880 80,223 13,845 13,149 Unrecognized prior service cost 1,600 1,411 (723) Unrecognized transition obligation/(asset) (1) (3) Foreign currency exchange rate -- -- (486) Net amount recognized $ 62,318 $ 47,159 $ (2,291) $ (761) Amounts recognized in the statement of financial position consist of: Prepaid benefit cost $ 26,954 $ 25,858 $ -- $ -- Accrued benefit cost (12,740) (23,678) (12,632) (11,185) Intangible asset 1,142 1,299 -- Additional minimum pension liability 46,962 43,680 10,341 10,087 Net amount recognized $ 62,318 $ 47,159 $ (2,291) $ (761) The accumulated benefit obligation for all defined benefit pension plans was $220,786,240 and $205,962,000 at June 30, 2005, and 2004, respectively. |
Components of Net Periodic Benefit Cost Pension Benefits U.S. Plans Foreign Plans Year Ended June 30, Year Ended June 30, Service Cost $ 4,597 $ 5,556 $ 4,752 $ 1,048 $ 1,009 $ 918 Interest Cost 11,563 11,460 11,065 1,689 1,296 1,162 Expected return on plan assets (15,003) (15,299) (17,094) (1,317) (1,083) (1,117) Recognized net actuarial loss 3,637 2,446 Amortization of prior service cost Amortization of transition obligation/(asset) (5) (18) (86) (3) (102) (105) Curtailment -- -- -- (181) -- Net periodic benefit cost $ 5,010 $ 4,372 $ (771) $ 2,356 $ 2,412 $1,273 Plan Assets U.S. Plans Foreign Plans Year Ended June 30, Year Ended June 30, Asset Category Equity securities 56.8% 59.8% 85.9% 87% Debt securities 43.2% 40.2% 9.5% 9% Real estate -- -- 3.3% 3% Other -- -- 1.3% 1% Total 100% 100% 100% 100% Asset Category - Target U.S. Foreign Equity securities 58% 65-90% Debt and Market Neutral securities 42% 0-40% Real estate -- 0-10% Other -- 0-10% Total 100% 100% Year Ended June 30 Plan assumptions as of June 30 Discount rate 4.40 - 5.75% 5.50 - 6.00% Expected return on assets 5.64 - 8.80% 7.50 - 8.80% Rate of compensation increase 3.85 - 4.00% 3.00 - 4.00% Included in the above are the following assumptions relating to the defined benefit pension plans in the United States for fiscal 2005: discount rate 5.75%, expected return on assets 8.8% and rate of compensation increase 4.0%. |
A summary of stock options and restricted stock awards issued under the above plans is as follows: Weighted Number Average of Exercise Year Ended June 30 Shares Price Outstanding, June 30, 2002 ($0.00 to $31.5625 per share) 967,393 19.03 Granted ($0.00 to $19.90 per share) 195,300 19.80 Exercised ($0.00 per share) (32,820) -- Canceled ($0.00 to $31.5625 per share) (159,874) 9.91 Outstanding, June 30, 2003 ($0.00 to $31.5625 per share) 969,999 21.33 Granted ($0.00 per share) 28,700 -- Exercised ($0.00 to $28.50 per share) (446,353) 20.95 Canceled ($0.00 to $31.5625 per share) (46,598) 20.66 Outstanding, June 30, 2004 ($0.00 to $31.5625 per share) 505,748 $20.33 Granted ($0.00 to $0.00 per share) 36,260 -- Exercised ($0.00 to $29.75 per share) (114,712) 20.26 Canceled ($0.00 to $31.5625 per share) (50,250) 23.23 Outstanding, June 30, 2005 ($0.00 to $34.56 per share) 377,046 $17.86 At June 30, 2005 and 2004, there were 293,988 and 272,280 options exercisable at weighted average prices of $22.91 and $25.18, respectively. |
Earnings/(losses) from discontinued operations include the following results for the years ended June 30: (In thousands) Net sales $ 4,450 $ 50,813 $96,851 Operating income (1,800) (15,980) 5,878 Earnings/(losses) from discontinued operations, net of taxes ($575, $1,027 and $1,739, respectively) (801) (2,615) 2,358 Gains/(losses) on sale of discontinued operations, net of taxes ($177, $3,480 and $686, respectively) (247) (8,859) Total net (losses)/earnings from discontinued operations $(1,048) $(11,474) $ 3,309 The major classes of discontinued assets and liabilities included in the Consolidated Balance Sheets are as follows: (In thousands) Assets: Current assets $1,443 $ 2,871 Non-current assets 3,869 2,792 Total assets of discontinued operations $5,312 $ 5,663 Liabilities: Current liabilities $ 641 $ 9,682 Non-current liabilities 5,877 Total liabilities of discontinued operations $1,221 $ 15,559 Restructuring In October 2002, the Company announced it would incur restructuring charges in the amount of $11 to $12 million before taxes. |
A summary of the charges is as follows (in thousands): Year Ended June 30, 2005 Involuntary Employee Severance and Benefit Asset Shutdown Costs Impairment Costs Total Expense Cash expended $ 764 $ -- $335 $1,099 Accrual/non-cash 1,268 -- 1,569 Total expense $ 1,065 $1,268 $335 $2,668 Year Ended June 30, 2004 Involuntary Employee Severance and Benefit Asset Shutdown Costs Impairment Costs Total Expense Cash expended $ 951 $ (24) $848 $1,775 Accrual/non-cash (739) -- (557) Total expense $ 212 $158 $848 $1,218 Year Ended June 30, 2003 Involuntary Employee Severance and Benefit Asset Shutdown Costs Impairment Costs Total Expense Cash expended $ 962 $ -- $488 $1,450 Accrual/non-cash 2,638 1,210 3,914 Total expense $3,600 $1,210 $554 $5,364 The restructuring costs related to the following segments: Year Ended June 30, Food Service Equipment $ 148 $1,047 $2,857 Consumer -- -- Air Distribution Products 1,869 1,336 Engraving (235) Engineered Products (140) Total expense $2,668 $1,218 $5,364 Year Ended June 30, Accrued Balances Balance at beginning of year $2,223 $ 2,704 Payments (4,590) (1,148) Additional accrual 2,668 Balance at end of year $ 301 $ 2,223 As of June 30, 2005, the Company had no accruals for asset impairments and shutdown costs associated with the restructuring program. |
Quarterly Results of Operations (Unaudited) The unaudited quarterly results of operations for the years ended June 30, 2005 and 2004 are as follows: Year Ended June 30 (In thousands, except per share data) First Second Third Fourth Net sales $160,741 $167,866 $163,094 $174,539 Gross profit margin 52,100 54,858 48,939 54,572 Income from continuing operations 7,149 6,662 4,884 5,996 EARNINGS PER SHARE Basic 0.58 0.52 0.42 0.49 Diluted 0.58 0.52 0.40 0.49 Year Ended June 30 (In thousands, except per share data) First Second Third Fourth Net sales $129,391 $141,224 $143,442 $163,393 Gross profit margin 43,347 47,984 46,875 56,357 Income from continuing operations 4,893 5,011 4,827 7,348 EARNINGS PER SHARE Basic 0.40 0.41 0.40 0.60 Diluted 0.40 0.41 0.39 0.59 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Standex International Corporation Salem, New Hampshire We have audited the accompanying consolidated balance sheets of Standex International Corporation and subsidiaries (the “Company”) as of June 30, 2005 and 2004, and the related consolidated statements of income, stockholders’ equity, and cash flows for each of the three years in the period June 30, 2005. |
STANDEX INTERNATIONAL CORPORATION (Registrant) /s/ ROGER L. FIX Roger L. Fix 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 13, 2005: Signature Title /s/ ROGER L. FIX President/Chief Executive Officer Roger L. Fix /s/ CHRISTIAN STORCH Vice President/Chief Financial Officer Christian Storch /s/ TIMOTHY S. O’NEIL Chief Accounting Officer Timothy S. O’Neil Roger L. Fix, pursuant to powers of attorney which are being filed with this Annual Report on Form 10-K, has signed below on September 13, 2005 as attorney-in-fact for the following directors of the Registrant: Charles H. Cannon Thomas L. King William R. Fenoglio Thomas E. Chorman Gerald H. Fickenscher H. Nicholas Muller, III, Ph.D. Walter F. Greeley Deborah A. Rosen Daniel B. Hogan Edward J. Trainor /s/ ROGER L. FIX Roger L. Fix Supplemental Information to be furnished with reports filed pursuant to Section 15(d) of the Act by Registrants which have not registered securities pursuant to Section 12 of the Act. |
Selected financial data for the five years ended June 30, 2004 is as follows: SUMMARY OF OPERATIONS (in thousands) Net Sales Food Service Equipment $191,791 $145,768 $139,128 $147,056 $143,733 Consumer 90,839 94,017 100,842 103,911 102,282 Air Distribution Products 118,640 103,279 101,069 97,208 105,537 Engraving 72,162 54,392 46,964 57,388 64,358 Engineered Products 104,018 92,742 89,447 79,473 85,295 Total 577,450 490,198 477,450 485,036 501,205 Gross Profit 194,563 169,770 169,999 175,229 179,064 Operating Income Food Service Equipment 15,548 10,455 9,818 13,627 11,409 Consumer 5,170 2,464 6,681 9,360 9,253 Air Distribution Products 13,869 12,907 16,793 12,310 15,852 Engraving 7,262 5,667 1,863 6,487 6,605 Engineered Products 13,618 14,625 12,921 12,806 16,790 Restructuring (1,218) (5,364) - - (3,642) Other, net (5,556) - - - Corporate (17,532) (12,906) (11,458) (8,057) (10,157) Total 36,996 22,292 36,618 46,533 46,110 Interest Expense (5,725) (6,810) (8,546) (10,998) (10,571) Other operating income/(expense), net (138) Gain on stock received - - - - 2,711 Provision for income taxes (9,857) (4,814) (8,907) (14,780) (15,954) Income from continuing operations 22,079 10,840 19,027 20,955 22,904 Income (loss) from discontinued operations (11,474) 3,309 1,370 3,942 4,799 Cumulative effect of accounting change - - (3,779) - - Net income 10,605 14,149 16,618 24,897 27,703 EBIT(1) 37,661 22,464 36,480 46,733 46,718 EBITDA(1) 49,132 33,411 47,198 57,874 57,416 PER SHARE DATA Basic Income from continuing operations 1.81 0.90 1.57 1.72 1.81 Income (loss) from discontinued operations (0.94) 0.27 0.11 0.33 0.38 Cumulative effect of change in accounting principle - - (0.31) - - 0.87 1.17 1.37 2.05 2.19 Diluted Income from continuing operations 1.79 0.89 1.55 1.70 1.79 Income (loss) from discontinued operations (0.93) 0.27 0.11 0.32 0.38 Cumulative effect of change in accounting principle - - (0.31) - - 0.86 1.16 1.35 2.02 2.17 Dividends paid 0.84 0.84 0.84 0.83 0.79 BALANCE SHEET AND CASH FLOW (in thousands) Total Assets 442,693 422,480 406,039 424,264 424,200 Accounts Receivable 89,435 91,714 93,219 98,470 104,431 Inventories 85,787 82,530 92,931 102,674 112,201 Accounts Payable (54,252) (41,241) (35,209) (33,554) (36,495) Net Working Capital 120,970 133,003 150,941 167,590 180,137 Change in net working capital (12,033) (17,938) (16,649) (12,547) (1,931) Long-term debt 108,786 109,019 50,087 153,019 153,436 Short-term debt 82,221 2,532 2,357 Total debt 109,532 109,929 132,308 155,551 155,793 Less cash 17,504 11,509 8,092 8,955 10,438 Net debt 92,028 98,420 124,216 146,596 145,355 Shareholders* Equity 163,534 161,922 178,432 172,174 164,814 Total Capitalization 255,562 260,342 302,648 318,770 310,169 Depreciation 11,471 10,947 10,718 11,141 10,698 Capital expenditures 7,383 6,351 9,599 11,926 20,291 Cash flow from continuing operations 36,547 46,581 35,105 25,945 34,662 (1) EBIT (earnings before interest and income taxes) and EBITDA (EBIT plus depreciation and amortization) are not measures of financial performance under generally accepted accounting principles (GAAP). |
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Statements of Consolidated Income Standex International Corporation and Subsidiaries For the Years Ended June 30 (In thousands, except per share data) Net Sales $577,450 $490,198 $477,450 Cost of sales 382,887 320,428 307,451 Gross profit 194,563 169,770 169,999 Selling, general and administrative 156,628 136,558 133,381 Other operating (income)/expense, net (279) 5,556 - Restructuring and asset impairment costs 1,218 5,364 - Income from operations 36,996 22,292 36,618 Interest expense (5,725) (6,810) (8,546) Other, net (138) Total (5,060) (6,638) (8,684) Income from continuing operations before income taxes 31,936 15,654 27,934 Provision for income taxes 9,857 4,814 8,907 Income from continuing operations 22,079 10,840 19,027 Income/(loss) from discontinued operations (11,474) 3,309 1,370 Income before cumulative effect of a change in accounting principle $10,605 $14,149 $20,397 Cumulative effect of a change in accounting principle - - (3,779) Net income $10,605 $14,149 $16,618 Basic earnings per share: Income from continuing operations $1.81 $0.90 $1.57 Income/(loss) from discontinued operations (0.94) 0.27 0.11 Cumulative effect of a change in accounting principle - - (0.31) Total $0.87 $1.17 $1.37 Diluted earnings per share: Income from continuing operations $1.79 $0.89 $1.55 Income/(loss) from discontinued operations (0.93) 0.27 0.11 Cumulative effect of a change in accounting principle - - (0.31) Total $0.86 $1.16 $1.35 See notes to consolidated financial statements. |
Statements of Consolidated Stockholders' Equity Unamortized Accumulated Additional Value of Other Total Paid-in Restricted Retained Comprehensive Treasury Stock Stockholders' Year End (In thousands) Common Stock Capital Stock Awards Earnings Income Shares Amount Equity Balance, June 30, 2001 $41,976 $10,950 $(1,049) $378,075 $(10,134) 15,821 $(247,644) $172,174 Stock issued for employee stock options and stock purchase plan, net of related income tax benefit 1,125 (221) 3,548 4,673 Amortization of restricted stock awards Treasury stock acquired (6,984) (6,984) Comprehensive income Net income 16,618 16,618 Foreign currency translation adjustment 1,091 1,091 Interest rate swap liability Total comprehensive income 18,279 Dividends paid ($.84 per share) (10,104) (10,104) Balance, June 30, 2002 41,976 12,075 (655) 384,589 (8,473) 15,897 (251,080) 178,432 Stock issued for employee stock options and stock purchase plan, net of related income tax benefit (6) (55) Amortization of restricted stock awards Stock issued in conjunction with acquisition (174) 2,755 3,653 Treasury stock acquired (1,719) (1,719) Comprehensive income Net income 14,149 14,149 Foreign currency translation adjustment 11,350 11,350 Additional minimum liability net of related tax benefit (34,695) (34,695) Total comprehensive income (9,196) Dividends paid ($.84 per share) (10,145) (10,145) Balance, June 30, 2003 $41,976 $13,370 $(100) $388,593 $(31,818) 15,791 $(250,099) $161,922 Stock issued for employee stock options and stock purchase plan, net of related income tax benefit 3,701 (66) (4,329) (628) Restricted stock awards - Amortization of restricted stock awards Treasury stock acquired (1,517) (1,517) Comprehensive income Net income 10,605 10,605 Foreign currency translation adjustment 1,882 1,882 Additional minimum liability, net of related income tax benefit 1,536 1,536 Total comprehensive income 14,023 Dividends paid ($.84 per share) (10,279) (10,279) Balance, June 30, 2004 $41,976 $17,071 $ (87) $388,919 $ (28,400) 15,777 $(255,945) $163,534 See notes to consolidated financial statements. |
Consolidated Balance Sheets Standex International Corporation and Subsidiaries As of June 30 (in thousands, except share data) ASSETS Current Assets Cash and cash equivalents $17,504 $11,509 Accounts receivable 89,435 91,714 Inventories 85,787 82,530 Prepaid expenses 3,792 5,343 Total current assets 196,518 191,096 Net property, plant and equipment 104,128 111,597 Goodwill * net 63,415 50,002 Prepaid pension cost 25,858 25,923 Long-term deferred tax asset 20,610 21,564 Other non-current assets 32,164 22,298 Total non-current assets 246,175 231,384 Total assets $442,693 $422,480 LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities Current portion of debt $746 $910 Accounts payable 54,252 41,241 Accrued payroll and employee benefits 26,118 16,979 Income taxes 6,060 2,508 Other 24,231 23,661 Total current liabilities 111,407 85,299 Long-term debt * less current portion 108,786 109,019 Deferred income taxes 10,457 18,205 Deferred pension 35,319 39,347 Other non-current liabilities 13,190 8,688 Total non-current liabilities 167,752 175,259 Commitments and Contingencies Stockholders' Equity Common stock-authorized, 60,000,000 shares in 2004 and 2003; par value, $1.50 per share; issued 27,984,278 shares in 2004 and 2003 41,976 41,976 Additional paid-in capital 17,071 13,370 Retained earnings 388,919 388,593 Unamortized value of restricted stock (87) (100) Accumulated other comprehensive income (28,400) (31,818) Treasury shares (15,777,142 shares in 2004 and 15,791,206 shares in 2003, respectively) (255,945) (250,099) Total stockholders' equity 163,534 161,922 Total liabilities and stockholders* equity $442,693 $422,480 See notes to consolidated financial statements. |
The following table sets forth the funded status and amounts recognized as of June 30, 2004 and 2003 for the Company’s U.S. and non-U.S. defined benefit pension plans (in thousands): U.S. Plans Foreign Plans Year Ended June 30, Year Ended June 30, Change in benefit obligation Benefit obligation, beginning of year $181,150 $153,847 $23,365 $17,897 Service cost 5,556 4,752 1,009 Interest cost 11,460 11,065 1,296 1,162 Plan participants' contribution -- -- Amendments -- -- -- Actuarial loss 11,323 21,909 1,903 1,098 Benefits paid (10,967) (10,548) (1,329) (1,150) Foreign currency exchange rate changes -- -- 2,008 3,679 Benefit obligation at end of year $198,522 $181,150 $28,481 $23,366 Change in plan assets Fair value of plan assets at beginning of year $130,774 $157,498 $10,481 $11,749 Actual return on plan assets 36,750 (16,815) 1,999 (2,747) Employer contribution 6,800 -- Plan participants' contributions -- -- Benefits paid (10,289) (9,909) (1,128) (975) Foreign currency exchange rate -- - 1,065 1,502 Fair value of plan assets at end of year $164,035 $130,774 $13,444 $10,481 Funded status $ (34,487) $ (50,376) $(15,037) $(13,018) Unrecognized net actuarial loss 80,223 93,173 13,149 13,011 Unrecognized prior service cost 1,411 1,638 Unrecognized transition obligation/(asset) (6) (3) (111) Foreign currency exchange rate -- -- -- Net amount recognized $ 47,159 $ 44,429 $ (761) $ 196 Amounts recognized in the statement of financial position consist of: Prepaid benefit cost $ 25,858 $ 25,453 $ -- $ 470 Accrued benefit cost (23,678) (30,854) (11,185) (8,493) Intangible asset 1,299 1,454 Additional minimum pension liability 43,682 48,376 10,087 7,882 Net amount recognized $ 47,159 $ 44,429 $ (761) $ 196 The accumulated benefit obligation for all defined benefit pension plans was $205,962,000 and $199,916,000 at June 30, 2004, and 2003, respectively. |
Components of Net Periodic Benefit Cost Pension Benefits U.S. Plans Foreign Plans Year Ended June 30, Year Ended June 30 Service Cost $ 5,556 $ 4,752 $ 4,431 $ 1,009 $ 918 $ 734 Interest Cost 11,460 11,065 10,767 1,296 1,162 Expected return on plan assets (15,299) (17,094) (17,552) (1,083) (1,117) (1,068) Recognized net actuarial loss 2,446 Amortization of prior service cost Amortization of transition obligation/(asset) (18) (86) (985) (102) (105) (90) Net periodic benefit cost $ 4,372 $ (771) $(2,859) $ 1,750 $1,273 $ 834 Plan Assets U.S. Plans Foreign Plans Year Ended June 30, Year Ended June 30, Asset Category Equity securities 59.8% 56.8% 87% 82% Debt securities 40.2% 43.2% 9% 13% Real estate -- -- 3% 2% Other -- -- 1% 3% Total 100% 100% 100% 100% Asset Category - Target U.S. Foreign Equity securities 58% 65-90% Debt and Market Neutral securities 42% 0-40% Real estate -- 0-10% Other -- 0-10% Total 100% 100% Year Ended June 30 Plan assumptions as of June 30 Discount rate 5.50 - 6.00% 5.50 - 6.50% Expected return on assets 7.50 - 8.80% 7.50 - 9.00% Rate of compensation increase 3.00 - 4.00% 3.00 - 4.00% Included in the above are the following assumptions relating to the defined benefit pension plans in the United States for fiscal 2004: discount rate 6.0%, expected return on assets 8.8% and rate of compensation increase 4.0%. |
A summary of stock options and awards issued under the above plans is as follows: Weighted Number Average of Exercise Year Ended June 30 Shares Price Outstanding, June 30, 2001 ($0.00 to $32.1875 per share) 912,732 $20.45 Granted ($0.00 to $21.45 per share) 228,000 15.43 Exercised ($0.00 to $25.875 per share) (66,450) 18.99 Canceled ($0.00 to $32.1875 per share) (106,889) 3.51 Outstanding, June 30, 2002 ($0.00 to $31.5625 per share) 967,393 19.03 Granted ($0.00 to $19.90 per share) 195,300 19.80 Exercised ($0.00 per share) (32,820) -- Canceled ($0.00 to $31.5625 per share) (159,874) 9.91 Outstanding, June 30, 20003 ($0.00 to $31.5625 per share) 969,999 21.33 Granted ($0.00 per share) 28,700 -- Exercised ($0.00 to $28.50 per share) (446,353) 20.95 Canceled ($0.00 to $31.5625 per share) (46,598) 20.66 Outstanding, June 30, 2004 ($0.00 to $31.5625 per share) 505,748 20.33 Exercisable, June 30, 2004 ($0.00 to $31.5625 per share) 272,280 $25.18 The following table sets forth information regarding options and awards outstanding at June 30, 2004: Weighted Average Weighted Weighted Exercise Average Average Number Prices Number Range of Exercise Remaining Currently for Currently of Options Exercise Prices Price Life (Years) Exercisable Exercisable 59,848 $ 0 -- $ 0 $ 0 - $ 0 4,500 $15.01 -- $16.57 $16.57 4,500 $16.57 208,900 $18.69 -- $20.56 $19.33 57,560 $19.08 86,620 $21.45 -- $24.67 $22.96 64,340 $23.32 98,600 $24.75 -- $28.46 $27.96 98,600 $27.95 47,280 $29.75 -- $31.56 $30.13 47,280 $30.13 505,748 $ 0 -- $31.56 $23.06 272,280 $25.18 Options and awards granted during 2004, 2003 and 2002 had a weighted average grant date fair value of $24.46, $3.56 and $7.72, respectively. |
STANDEX INTERNATIONAL CORPORATION (Registrant) By: /s/ ROGER L. FIX Roger L. Fix 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 10, 2004: Signature Title /s/ ROGER L. FIX President/Chief Executive Officer Roger L. Fix /s/ CHRISTIAN STORCH Vice President/Chief Financial Officer Christian Storch /s/ TIMOTHY S. O’NEIL Chief Accounting Officer Timothy S. O’Neil Roger L. Fix, pursuant to powers of attorney which are being filed with this Annual Report on Form 10-K, has signed below on September 10, 2004 as attorney-in-fact for the following directors of the Registrant: Charles H. Cannon Thomas E. Chorman William R. Fenoglio C. Kevin Landry Walter F. Greeley H. Nicholas Muller, III, Ph.D. Daniel B. Hogan Deborah A. Rosen Thomas L. King Edward J. Trainor /s/ ROGER L. FIX Roger L. Fix Supplemental Information to be furnished with reports filed pursuant to Section 15(d) of the Act by Registrants which have not registered securities pursuant to Section 12 of the Act. |
STANDEX INTERNATIONAL CORPORATION (Registrant) By: /s/ ROGER L. FIX Roger L. Fix 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 8, 2003: Signature Title /s/ ROGER L. FIX President/Chief Executive Officer Roger L. Fix /s/ CHRISTIAN STORCH Vice President/Chief Financial Officer Christian Storch /s/ ROBERT R. KETTINGER Corporate Controller (Chief Accounting Officer) Robert R. Kettinger Roger L. Fix, pursuant to powers of attorney which are being filed with this Annual Report on Form 10-K, has signed below on September 8, 2003 as attorney- in-fact for the following directors of the Registrant: David R. Crichton C. Kevin Landry William R. Fenoglio H. Nicholas Muller, III, Ph.D. Walter F. Greeley Deborah A. Rosen Daniel B. Hogan Edward J. Trainor Thomas L. King /s/ ROGER L. FIX Roger L. Fix Supplemental Information to be furnished with reports filed pursuant to Section 15(d) of the Act by Registrants which have not registered securities pursuant to Section 12 of the Act. |
STANDEX INTERNATIONAL CORPORATION (Registrant) By: /s/EDWARD J. TRAINOR Edward J. Trainor Chairman/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 August 19, 2002: Signature Title /s/ EDWARD J. TRAINOR Chairman/Chief Executive Officer Edward J. Trainor /s/ CHRISTIAN STORCH Vice President/Chief Financial Officer Christian Storch /s/ ROBERT R. KETTINGER Corporate Controller Robert R. Kettinger (Chief Accounting 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 August 19, 2002 as attorney-in-fact for the following directors of the Registrant: David R. Crichton Thomas L. King William R. Fenoglio C. Kevin Landry Roger L. Fix H. Nicholas Muller, III, Ph.D. Walter F. Greeley Deborah A. Rosen Daniel B. Hogan /s/ EDWARD J. TRAINOR Edward J. Trainor Supplemental Information to be furnished with reports filed pursuant to Section 15(d) of the Act by Registrants which have not registered securities pursuant to Section 12 of the Act. |
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 20, 2001: Signature Title --------- ----- /s/ Edward J. Trainor President/Chief Executive Officer --------------------------- Edward J. Trainor /s/ Christian Storch Vice President/Chief Financial Officer --------------------------- Christian Storch /s/ Robert R. Kettinger Corporate Controller (Chief Accounting Officer) --------------------------- Robert R. Kettinger Edward J. Trainor, pursuant to powers of attorney which are being filed with this Annual Report on Form 10-K, has signed below on September 20, 2001 as attorney-in-fact for the following directors of the Registrant: David R. Crichton Thomas L. King John Bolten, Jr. C. Kevin Landry William R. Fenoglio H. Nicholas Muller, III, Ph.D. Walter F. Greeley Edward F. Paquette Daniel B. Hogan Sol Sackel /s/ Edward J. Trainor --------------------------------- Edward J. Trainor INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULE Schedule Schedule VIII Valuation and Qualifying Accounts Independent Auditors' Report relating to Schedule VIII Schedules (consolidated) not listed above are omitted because of the absence of conditions under which they are required or because the required information is included in the financial statements submitted. |
STANDEX INTERNATIONAL CORPORATION (Registrant) By:/s/ Edward J. Trainor Edward J. Trainor, President/ Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of Standex International Corporation and in the capacities indicated on September 26, 2000: Signature Title /s/ Edward J. Trainor President/Chief Executive Officer Edward J. Trainor /s/ Edward F. Paquette Vice President/Chief Financial Officer Edward F. Paquette /s/ Robert R. Kettinger Corporate Controller (Chief Accounting Officer) Robert R. Kettinger Edward J. Trainor, pursuant to powers of attorney which are being filed with this Annual Report on Form 10-K, has signed below on September 26, 2000 as attorney-in-fact for the following directors of the Registrant: David R. Crichton C. Kevin Landry William R. Fenoglio H. Nicholas Muller, III, Ph.D. Walter F. Greeley Edward F. Paquette Daniel B. Hogan Sol Sackel Thomas L. King /s/ Edward J. Trainor Edward J. Trainor INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULE Page No. |
in Annual Report ("AR") or Proxy Statement P") PART II Item 5 Market for Standex Common Stock and Related Stockholder Matters AR 19 Item 6 Selected Financial Data AR 19 Item 7 Management's Discussion and Analysis of Financial Condition and Results of Operations AR 16 - 18 Item 7A Quantitative and Qualitative Disclosures About Market Risk AR 18 Item 8 Financial Statements and Supplementary Data AR 19 - 32 PART III Item 10 Directors and Executive Officers of Standex P 2-4; 17; 20 Item 11 Executive Compensation P 7-15 Item 12 Security Ownership of Certain Beneficial Owners and Management P 3-5 Item 13 Certain Relationships and Related Transactions P 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, 2000 and 1999, and for each of the three years in the period ended June 30, 2000, and have issued our report thereon dated August 15, 2000; such consolidated financial statements and report are included in your 2000 Annual Report to Shareholders and are incorporated herein by reference. |
The prices for natural gas, oil and NGL are subject to wide fluctuation in response to a number of factors beyond our control, including: • domestic and worldwide economic conditions; • economic, political, regulatory and tax developments; • market uncertainty; • changes in the supply of and demand for natural gas, oil and NGL; • the impacts and effects of public health crises, pandemics and epidemics, such as the ongoing COVID-19 pandemic; • availability and capacity of necessary transportation and processing facilities; • commodity futures trading; • regional price differentials; • differing quality of oil produced (i.e., sweet crude versus heavy or sour crude); • differing quality and NGL content of natural gas produced; • weather conditions; • conservation and environmental protection efforts; • the level of imports and exports of natural gas, oil and NGL; • political instability or armed conflicts in major natural gas and oil producing regions; • actions taken by OPEC or other major natural gas, oil and NGL producing or consuming countries; • competition from alternative sources of energy; and • technological advancements affecting energy consumption and energy supply. |
Historically, natural gas and oil prices have been volatile and are subject to fluctuations in response to changes in supply and demand, market uncertainty and a variety of additional factors that are beyond our control, including: • the domestic and foreign supply of natural gas and oil; • the level of prices and expectations about future prices of natural gas and oil; • the level of global natural gas and oil exploration and production; • the cost of exploring for, developing, producing and delivering natural gas and oil; • the price and quantity of foreign imports; • political and economic conditions in oil producing countries, including the Middle East, Africa, South America and Russia; • the impacts and effects of public health crises, pandemics and epidemics, such as the ongoing COVID-19 pandemic; • the ability of members of OPEC to agree to and maintain oil price and production controls; • speculative trading in natural gas and crude oil derivative contracts; • the level of consumer product demand; • weather conditions and other natural disasters; • risks associated with operating drilling rigs; • technological advances affecting energy consumption; • the price and availability of alternative fuels; • domestic and foreign governmental regulations and taxes; • the continued threat of terrorism and the impact of military and other action, including U.S. military operations in the Middle East; • the proximity, cost, availability and capacity of natural gas and oil pipelines and other transportation facilities; and • overall domestic and global economic conditions. |
Any acquisition involves potential risks, including, among other things: • the validity of our assumptions about estimated proved reserves, future production, prices, revenues, capital expenditures, operating expenses and costs; • a decrease in our liquidity by using a significant portion of our cash generated from operations or borrowing capacity to finance acquisitions; • a significant increase in our interest expense or financial leverage if we incur debt to finance acquisitions; • the assumption of unknown liabilities, losses or costs for which we are not indemnified or for which any indemnity we receive is inadequate; • mistaken assumptions about the overall cost of equity or debt; • our ability to obtain satisfactory title to the assets we acquire; • an inability to hire, train or retain qualified personnel to manage and operate our growing business and assets; and • the occurrence of other significant changes, such as impairment of natural gas and oil properties, goodwill or other intangible assets, asset devaluation or restructuring charges. |
Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934 (the “Exchange Act”) as a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers and effected by the Company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, and includes those policies and procedures that: • pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; • provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles in the United States, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and • provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements. |
EXHIBITS (1.1) Underwriting Agreement between Panhandle Oil and Gas Inc. and Stifel, Nicolaus & Company, Incorporated dated August 28, 2020 (incorporated by reference to Form 8-K dated September 1, 2020) (3) Amended Certificate of Incorporation (incorporated by reference to Exhibit attached to Form 10 filed January 27, 1980, and to Forms 8-K dated June 1, 1982, December 3, 1982, and to Form 10-QSB dated March 31, 1999, and to Forms 10-Q dated March 31, 2007, March 9, 2020, and to Form 8-K dated October 13, 2020) By-Laws as amended (incorporated by reference to Forms 8-K dated October 31, 1994, February 24, 2006, October 29, 2008, August 2, 2011, December 11, 2013, January 19, 2017, April 3, 2018, and October 13, 2020) (3.1) Amended and Restated Certificate of Incorporation of PHX Minerals Inc. (incorporated by reference to Form S-3 dated October 19, 2020) (4) Instruments defining the rights of security holders (incorporated by reference to Certificate of Incorporation and By-Laws listed above) (5.1) Opinion of Derrick & Briggs, LLP (incorporated by reference to Form 8-K dated September 1, 2020) *(10.1) Agreement indemnifying directors and officers (incorporated by reference to Form 10-K dated September 30, 1989, and Form 8-K dated June 15, 2007) *(10.2) Agreements to provide certain severance payments and benefits to executive officers should a Change-in-Control occur as defined by the agreements (incorporated by reference to Form 8-K dated September 4, 2007) (10.3) Amended and Restated Credit Agreement dated November 25, 2013 (incorporated by reference to Form 10-K dated December 11, 2013) (10.4) Second Amendment to Amended and Restated Credit Agreement and Joinder dated June 17, 2014 (incorporated by reference to Form 8-K dated June 19, 2014) (10.5) Third Amendment to Amended and Restated Credit Agreement and Joinder dated December 8, 2016 (incorporated by reference to Form 10-K dated December 12, 2017) (10.6) Fourth Amendment to Amended and Restated Credit Agreement and Joinder dated October 25, 2017 (incorporated by reference to Form 8-K dated October 26, 2017) (10.7) Fifth Amendment to Amended and Restated Credit Agreement and Joinder dated July 2, 2018 (incorporated by reference to Form 8-K dated July 2, 2018) (10.8) Sixth Amendment to Amended and Restated Credit Agreement and Joinder dated August 6, 2019 (Incorporated by reference to Form 10-Q dated August 8, 2019) (10.9) Agreement for Purchase and Sale by and between Panhandle Oil and Gas Inc. and Red Stone Resources, LLC (Oklahoma Assets) dated August 24, 2020 (incorporated by reference to Form 8-K dated August 27, 2020) (10.10) Agreement for Purchase and Sale by and between Panhandle Oil and Gas Inc. and Red Stone Resources, LLC, for itself and as successor-in-interest by merger to Macedonia Minerals, LLC, a former Texas limited liability company, and Red Stone Operating, LLC (Texas Assets) dated August 24, 2020 (incorporated by reference to Form 8-K dated August 27, 2020) *(10.11) Change-in-Control Agreement between Panhandle Oil and Gas Inc. and Chad L. Stephens dated January 16, 2020 (incorporated by reference to Form 8-K dated January 17, 2020) *(10.12) Amended and Restated Change-in-Control Agreement between Panhandle Oil and Gas Inc. and Chad L. Stephens dated February 25, 2020 (incorporated by reference to Form 8-K dated February 25, 2020) *(10.13) Form of Amended and Restated Change-in-Control Agreement for Other Executive Officers to provide certain severance payments and benefits to executive officers should a Change-in-Control occur, as defined by the agreement, and which supersedes the change-in-control agreements previously entered into by such executive officers (incorporated by reference to Form 8-K dated February 25, 2020) (10.14) Amendment No. |
Amended 2010 Restricted Stock Plan (23.1) Consent of Ernst & Young, LLP (23.2) Consent of DeGolyer and MacNaughton, Independent Petroleum Engineering Consultants (31.1) Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (31.2) Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (32.1) Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (32.2) Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (99) Report of DeGolyer and MacNaughton, Independent Petroleum Engineering Consultants (101.INS) XBRL Instance Document (101.SCH) XBRL Taxonomy Extension Schema Document (101.CAL) XBRL Taxonomy Extension Calculation Linkbase Document (101.LAB) XBRL Taxonomy Extension Labels Linkbase Document (101.PRE) XBRL Taxonomy Extension Presentation Linkbase Document (101.DEF) XBRL Taxonomy Extension Definition Linkbase Document (104) Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) * Indicates management contract or compensatory plan or arrangement SIGNATURES Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the registrant caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. |
The prices for oil, NGL and natural gas are subject to wide fluctuation in response to a number of factors beyond our control, including: • domestic and worldwide economic conditions; • economic, political, regulatory and tax developments; • market uncertainty; • changes in the supply of and demand for oil, NGL and natural gas; • availability and capacity of necessary transportation and processing facilities; • commodity futures trading; • regional price differentials; • differing quality of oil produced (i.e., sweet crude versus heavy or sour crude); • differing quality and NGL content of natural gas produced; • weather conditions; • conservation and environmental protection efforts; • the level of imports and exports of oil, NGL and natural gas; • political instability or armed conflicts in major oil and natural gas producing regions; • actions taken by OPEC or other major oil, NGL and natural gas producing or consuming countries; • competition from alternative sources of energy; and • technological advancements affecting energy consumption and energy supply. |
Historically, oil and natural gas prices have been volatile and are subject to fluctuations in response to changes in supply and demand, market uncertainty and a variety of additional factors that are beyond our control, including: • the domestic and foreign supply of oil and natural gas; • the level of prices and expectations about future prices of oil and natural gas; • the level of global oil and natural gas exploration and production; • the cost of exploring for, developing, producing and delivering oil and natural gas; • the price and quantity of foreign imports; • political and economic conditions in oil producing countries, including the Middle East, Africa, South America and Russia; • the ability of members of the OPEC to agree to and maintain oil price and production controls; • speculative trading in crude oil and natural gas derivative contracts; • the level of consumer product demand; • weather conditions and other natural disasters; • risks associated with operating drilling rigs; • technological advances affecting energy consumption; • the price and availability of alternative fuels; • domestic and foreign governmental regulations and taxes; • the continued threat of terrorism and the impact of military and other action, including U.S. military operations in the Middle East; • the proximity, cost, availability and capacity of oil and natural gas pipelines and other transportation facilities; and • overall domestic and global economic conditions. |
Any acquisition involves potential risks, including, among other things: • the validity of our assumptions about estimated proved reserves, future production, prices, revenues, capital expenditures, operating expenses and costs; • a decrease in our liquidity by using a significant portion of our cash generated from operations or borrowing capacity to finance acquisitions; • a significant increase in our interest expense or financial leverage if we incur debt to finance acquisitions; • the assumption of unknown liabilities, losses or costs for which we are not indemnified or for which any indemnity we receive is inadequate; • mistaken assumptions about the overall cost of equity or debt; • our ability to obtain satisfactory title to the assets we acquire; • an inability to hire, train or retain qualified personnel to manage and operate our growing business and assets; and • the occurrence of other significant changes, such as impairment of oil and natural gas properties, goodwill or other intangible assets, asset devaluation or restructuring charges. |
Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934 (the “Exchange Act”) as a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers and effected by the Company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, and includes those policies and procedures that: • pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; • provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles in the United States, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and • provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements. |
EXHIBITS (3) Amended Certificate of Incorporation (incorporated by reference to Exhibit attached to Form 10 filed January 27, 1980, and to Forms 8-K dated June 1, 1982, December 3, 1982, to Form 10-QSB dated March 31, 1999, and to Form 10-Q dated March 31, 2007) By-Laws as amended (incorporated by reference to Forms 8-K dated October 31, 1994, February 24, 2006, October 29, 2008, August 2, 2011, December 11, 2013, January 19, 2017, and April 3, 2018) (4) Instruments defining the rights of security holders (incorporated by reference to Certificate of Incorporation and By-Laws listed above) *(10.1) Agreement indemnifying directors and officers (incorporated by reference to Form 10-K dated September 30, 1989, and Form 8-K dated June 15, 2007) *(10.2) Agreements to provide certain severance payments and benefits to executive officers should a Change-in-Control occur as defined by the agreements (incorporated by reference to Form 8-K dated September 4, 2007) (10.3) Amended and Restated Credit Agreement dated November 25, 2013 (incorporated by reference to Form 10-K dated December 11, 2013) (10.4) Second Amendment to Amended and Restated Credit Agreement and Joinder dated June 17, 2014 (incorporated by reference to Form 8-K dated June 19, 2014) (10.5) Third Amendment to Amended and Restated Credit Agreement and Joinder dated December 8, 2016 (incorporated by reference to Form 10-K dated December 12, 2017) (10.6) Fourth Amendment to Amended and Restated Credit Agreement and Joinder dated October 25, 2017 (incorporated by reference to Form 8-K dated October 26, 2017) (10.7) Fifth Amendment to Amended and Restated Credit Agreement and Joinder dated July 2, 2018 (incorporated by reference to Form 8-K dated July 2, 2018) (10.8) Sixth Amendment to Amended and Restated Credit Agreement and Joinder dated August 6, 2019 (Incorporated by reference to Form 10-Q dated August 8, 2019) (10.9) Transition Agreement between Panhandle Oil and Gas Inc. and Paul F. Blanchard, former CEO effective August 26, 2019 (23.1) Consent of Ernst & Young, LLP (23.2) Consent of DeGolyer and MacNaughton, Independent Petroleum Engineering Consultants (31.1) Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (31.2) Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (32.1) Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (32.2) Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (99) Report of DeGolyer and MacNaughton, Independent Petroleum Engineering Consultants (101.INS) XBRL Instance Document (101.SCH) XBRL Taxonomy Extension Schema Document (101.CAL) XBRL Taxonomy Extension Calculation Linkbase Document (101.LAB) XBRL Taxonomy Extension Labels Linkbase Document (101.PRE) XBRL Taxonomy Extension Presentation Linkbase Document (101.DEF) XBRL Taxonomy Extension Definition Linkbase Document * Indicates management contract or compensatory plan or arrangement SIGNATURES Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the registrant caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. |
The prices for oil, NGL and natural gas are subject to wide fluctuation in response to a number of factors beyond our control, including: • domestic and worldwide economic conditions • economic, political, regulatory and tax developments • market uncertainty • changes in the supply of and demand for oil, NGL and natural gas (5) • availability and capacity of necessary transportation and processing facilities • commodity futures trading • regional price differentials • differing quality of oil produced (i.e., sweet crude versus heavy or sour crude) • differing quality and NGL content of natural gas produced • weather conditions • conservation and environmental protection efforts • the level of imports and exports of oil, NGL and natural gas • political instability or armed conflicts in major oil and natural gas producing regions • actions taken by OPEC or other major oil, NGL and natural gas producing or consuming countries • competition from alternative sources of energy • technological advancements affecting energy consumption and energy supply Price volatility makes it difficult to budget and project the return on investment in exploration and development projects and to estimate with precision the value of producing properties that are owned or acquired by the Company. |
Should the Company incur additional indebtedness under its credit facility to fund capital projects or for other reasons, there is risk of it adversely affecting our business operations as follows: • cash flows from operating activities required to service indebtedness may not be available for other purposes • covenants contained in the Company’s borrowing agreement may limit our ability to borrow additional funds, pay dividends and make certain investments • any limitation on the borrowing of additional funds may affect our ability to fund capital projects and may also affect how we will be able to react to economic and industry changes • a significant increase in the interest rate on our credit facility will limit funds available for other purposes • changes in prevailing interest rates may affect the Company’s capability to meet its interest payments, as its credit facility bears interest at floating rates The borrowing base of our corporate revolving bank credit facility is subject to periodic redetermination and is based in part on oil, NGL and natural gas prices. |
Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934 (the “Exchange Act”) as a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers and effected by the Company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, and includes those policies and procedures that: • pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; • provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles in the United States, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and • provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements. |
EXHIBITS (3) Amended Certificate of Incorporation (incorporated by reference to Exhibit attached to Form 10 filed January 27, 1980, and to Forms 8-K dated June 1, 1982, December 3, 1982, to Form 10-QSB dated March 31, 1999, and to Form 10-Q dated March 31, 2007) By-Laws as amended (incorporated by reference to Forms 8-K dated October 31, 1994, February 24, 2006, October 29, 2008, August 2, 2011, December 11, 2013, January 19, 2017, and April 3, 2018) (4) Instruments defining the rights of security holders (incorporated by reference to Certificate of Incorporation and By-Laws listed above) *(10.1) Agreement indemnifying directors and officers (incorporated by reference to Form 10-K dated September 30, 1989, and Form 8-K dated June 15, 2007) *(10.2) Agreements to provide certain severance payments and benefits to executive officers should a Change-in-Control occur as defined by the agreements (incorporated by reference to Form 8-K dated September 4, 2007) (10.3) Amended and Restated Credit Agreement dated November 25, 2013 (incorporated by reference to Form 10-K dated December 11, 2013) (10.4) Second Amendment to Amended and Restated Credit Agreement and Joinder dated June 17, 2014 (incorporated by reference to Form 8-K dated June 19, 2014) (10.5) Third Amendment to Amended and Restated Credit Agreement and Joinder dated December 8, 2016 (incorporated by reference to Form 10-K dated December 12, 2017) (10.6) Fourth Amendment to Amended and Restated Credit Agreement and Joinder dated October 25, 2017 (incorporated by reference to Form 8-K dated October 26, 2017) (10.7) Fifth Amendment to Amended and Restated Credit Agreement and Joinder dated July 2, 2018 (incorporated by reference to Form 8-K dated July 2, 2018) (12.1) Statement of Computation of Ratio of Earnings to Fixed Charges (23.1) Consent of Ernst & Young, LLP (23.2) Consent of DeGolyer and MacNaughton, Independent Petroleum Engineering Consultants (31.1) Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (31.2) Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (97) (32.1) Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (32.2) Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (99) Report of DeGolyer and MacNaughton, Independent Petroleum Engineering Consultants (101.INS) XBRL Instance Document (101.SCH) XBRL Taxonomy Extension Schema Document (101.CAL) XBRL Taxonomy Extension Calculation Linkbase Document (101.LAB) XBRL Taxonomy Extension Labels Linkbase Document (101.PRE) XBRL Taxonomy Extension Presentation Linkbase Document (101.DEF) XBRL Taxonomy Extension Definition Linkbase Document * Indicates management contract or compensatory plan or arrangement REPORTS ON FORM 8-K Form 8-K dated November 6, 2018; item 8.01 - Other Events SIGNATURES Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the registrant caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. |
The prices for oil, NGL and natural gas are subject to wide fluctuation in response to a number of factors, including: • worldwide economic conditions • economic, political, regulatory and tax developments • market uncertainty • changes in the supply of and demand for oil, NGL and natural gas • availability and capacity of necessary transportation and processing facilities • commodity futures trading (5) • regional price differentials • differing quality of oil produced (i.e., sweet crude versus heavy or sour crude) • differing quality and NGL content of natural gas produced • weather conditions • the level of imports and exports of oil, NGL and natural gas • political instability or armed conflicts in major oil and natural gas producing regions • actions taken by OPEC or other major oil, NGL and natural gas producing or consuming countries • competition from alternative sources of energy • technological advancements affecting energy consumption and energy supply Price volatility makes it difficult to budget and project the return on investment in exploration and development projects and to estimate with precision the value of producing properties that are owned or acquired by the Company. |
Should the Company incur additional indebtedness under its credit facility to fund capital projects or for other reasons, there is risk of it adversely affecting our business operations as follows: • cash flows from operating activities required to service indebtedness may not be available for other purposes • covenants contained in the Company’s borrowing agreement may limit our ability to borrow additional funds, pay dividends and make certain investments • any limitation on the borrowing of additional funds may affect our ability to fund capital projects and may also affect how we will be able to react to economic and industry changes (12) • a significant increase in the interest rate on our credit facility will limit funds available for other purposes • changes in prevailing interest rates may affect the Company’s capability to meet its interest payments, as its credit facility bears interest at floating rates The borrowing base of our corporate revolving bank credit facility is subject to periodic redetermination and is based in part on oil, NGL and natural gas prices. |
Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934 (the “Exchange Act”) as a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers and effected by the Company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, and includes those policies and procedures that: • pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; • provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles in the United States, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and • provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements. |
EXHIBITS (3) Amended Certificate of Incorporation (incorporated by reference to Exhibit attached to Form 10 filed January 27, 1980, and to Forms 8-K dated June 1, 1982, December 3, 1982, to Form 10-QSB dated March 31, 1999, and to Form 10-Q dated March 31, 2007) By-Laws as amended (incorporated by reference to Forms 8-K dated October 31, 1994, February 24, 2006, October 29, 2008, August 2, 2011, December 11, 2013, and January 19, 2017) (4) Instruments defining the rights of security holders (incorporated by reference to Certificate of Incorporation and By-Laws listed above) *(10.1) Agreement indemnifying directors and officers (incorporated by reference to Form 10-K dated September 30, 1989, and Form 8-K dated June 15, 2007) *(10.2) Agreements to provide certain severance payments and benefits to executive officers should a Change-in-Control occur as defined by the agreements (incorporated by reference to Form 8-K dated September 4, 2007) (10.3) Amended and Restated Credit Agreement dated November 25, 2013 (incorporated by reference to Form 10-K dated December 11, 2013) (10.4) Second Amendment to Amended and Restated Credit Agreement and Joinder dated June 17, 2014 (incorporated by reference to Form 8-K dated June 19, 2014) (10.5) Third Amendment to Amended and Restated Credit Agreement and Joinder dated December 8, 2016 (10.6) Fourth Amendment to Amended and Restated Credit Agreement and Joinder dated October 25, 2017 (incorporated by reference to Form 8-K dated October 26, 2017) (12.1) Statement of Computation of Ratio of Earnings to Fixed Charges (23.1) Consent of Ernst & Young, LLP (23.2) Consent of DeGolyer and MacNaughton, Independent Petroleum Engineering Consultants (31.1) Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (31.2) Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (32.1) Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (93) (32.2) Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes- Oxley Act of 2002 (99) Report of DeGolyer and MacNaughton, Independent Petroleum Engineering Consultants (101.INS) XBRL Instance Document (101.SCH) XBRL Taxonomy Extension Schema Document (101.CAL) XBRL Taxonomy Extension Calculation Linkbase Document (101.LAB) XBRL Taxonomy Extension Labels Linkbase Document (101.PRE) XBRL Taxonomy Extension Presentation Linkbase Document (101.DEF) XBRL Taxonomy Extension Definition Linkbase Document * Indicates management contract or compensatory plan or arrangement REPORTS ON FORM 8-K Form 8-K dated October 26, 2017; item 1.01 - Enter Into a Material Definitive Agreement Form 8-K dated November 6, 2017; item 8.01 - Other Events SIGNATURES Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the registrant caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. |
The prices for oil, NGL and natural gas are subject to wide fluctuation in response to a number of factors, including: • worldwide economic conditions • economic, political, regulatory and tax developments • market uncertainty • changes in the supply of and demand for oil, NGL and natural gas • availability and capacity of necessary transportation and processing facilities • commodity futures trading (5) • regional price differentials • differing quality of oil produced (i.e., sweet crude versus heavy or sour crude) • differing quality and NGL content of natural gas produced • weather conditions • the level of imports and exports of oil, NGL and natural gas • political instability or armed conflicts in major oil and natural gas producing regions • actions taken by OPEC or other major oil, NGL and natural gas producing or consuming countries • competition from alternative sources of energy • technological advancements affecting energy consumption and energy supply Price volatility makes it difficult to budget and project the return on investment in exploration and development projects and to estimate with precision the value of producing properties that are owned or acquired by the Company. |
Should the Company incur additional indebtedness under its credit facility to fund capital projects or for other reasons, there is risk of it adversely affecting our business operations as follows: • cash flows from operating activities required to service indebtedness may not be available for other purposes • covenants contained in the Company’s borrowing agreement may limit our ability to borrow additional funds, pay dividends and make certain investments • any limitation on the borrowing of additional funds may affect our ability to fund capital projects and may also affect how we will be able to react to economic and industry changes (12) • a significant increase in the interest rate on our credit facility will limit funds available for other purposes • changes in prevailing interest rates may affect the Company’s capability to meet its interest payments, as its credit facility bears interest at floating rates The borrowing base of our corporate revolving bank credit facility is subject to periodic redetermination and is based in part on oil, NGL and natural gas prices. |
Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934 (the “Exchange Act”) as a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers and effected by the Company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, and includes those policies and procedures that: • pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; • provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles in the United States, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and • provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements. |
EXHIBITS (3) Amended Certificate of Incorporation (incorporated by reference to Exhibit attached to Form 10 filed January 27, 1980, and to Forms 8-K dated June 1, 1982, December 3, 1982, to Form 10-QSB dated March 31, 1999, and to Form 10-Q dated March 31, 2007) By-Laws as amended (incorporated by reference to Form 8-K dated October 31, 1994) By-Laws as amended (incorporated by reference to Form 8-K dated February 24, 2006) By-Laws as amended (incorporated by reference to Form 8-K dated October 29, 2008) By-Laws as amended (incorporated by reference to Form 8-K dated August 2, 2011) By-Laws as amended (incorporated by reference to Form 8-K dated December 11, 2013) (4) Instruments defining the rights of security holders (incorporated by reference to Certificate of Incorporation and By-Laws listed above) *(10.1) Agreement indemnifying directors and officers (incorporated by reference to Form 10-K dated September 30, 1989, and Form 8-K dated June 15, 2007) *(10.2) Agreements to provide certain severance payments and benefits to executive officers should a Change-in-Control occur as defined by the agreements (incorporated by reference to Form 8-K dated September 4, 2007) (10.3) Amended and Restated Credit Agreement dated November 25, 2013 (incorporated by reference to Form 10-K dated December 11, 2013) (10.4) Second Amendment to Amended and Restated Credit Agreement and Joinder dated June 17, 2014 (incorporated by reference to Form 8-K dated June 19, 2014) (23) Consent of DeGolyer and MacNaughton, Independent Petroleum Engineering Consultants (31.1) Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (31.2) Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (32.1) Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (88) (32.2) Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (99) Report of DeGolyer and MacNaughton, Independent Petroleum Engineering Consultants (101.INS) XBRL Instance Document (101.SCH) XBRL Taxonomy Extension Schema Document (101.CAL) XBRL Taxonomy Extension Calculation Linkbase Document (101.LAB) XBRL Taxonomy Extension Labels Linkbase Document (101.PRE) XBRL Taxonomy Extension Presentation Linkbase Document (101.DEF) XBRL Taxonomy Extension Definition Linkbase Document * Indicates management contract or compensatory plan or arrangement REPORTS ON FORM 8-K No Form 8-K’s were filed in the fourth quarter of 2016. |
Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934 (the “Exchange Act”) as a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers and effected by the Company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, and includes those policies and procedures that: • Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; • Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and • Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements. |
EXHIBITS (3) Amended Certificate of Incorporation (incorporated by reference to Exhibit attached to Form 10 filed January 27, 1980, and to Forms 8-K dated June 1, 1982, December 3, 1982, to Form 10-QSB dated March 31, 1999, and to Form 10-Q dated March 31, 2007) By-Laws as amended (incorporated by reference to Form 8-K dated October 31, 1994) By-Laws as amended (incorporated by reference to Form 8-K dated February 24, 2006) By-Laws as amended (incorporated by reference to Form 8-K dated October 29, 2008) By-Laws as amended (incorporated by reference to Form 8-K dated August 2, 2011) (4) Instruments defining the rights of security holders (incorporated by reference to Certificate of Incorporation and By-Laws listed above) *(10.1) Agreement indemnifying directors and officers (incorporated by reference to Form 10-K dated September 30, 1989, and Form 8-K dated June 15, 2007) *(10.2) Agreements to provide certain severance payments and benefits to executive officers should a Change-in-Control occur as defined by the agreements (incorporated by reference to Form 8-K dated September 4, 2007) (23) Consent of DeGolyer and MacNaughton, Independent Petroleum Engineering Consultants (31.1) Certification of Chief Executive Officer (31.2) Certification of Chief Financial Officer (32.1) Certification of Chief Executive Officer (32.2) Certification of Chief Financial Officer (99) Report of DeGolyer and MacNaughton, Independent Petroleum Engineering Consultants (101.INS) XBRL Instance Document (101.SCH) XBRL Taxonomy Extension Schema Document (101.CAL) XBRL Taxonomy Extension Calculation Linkbase Document (101.LAB) XBRL Taxonomy Extension Labels Linkbase Document (101.PRE) XBRL Taxonomy Extension Presentation Linkbase Document (101.DEF) XBRL Taxonomy Extension Definition Linkbase Document * Indicates management contract or compensatory plan or arrangement (80) REPORTS ON FORM 8-K No Form 8-K’s were filed in the fourth quarter of 2012. |
Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934 (the “Exchange Act”) as a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers and effected by the Company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, and includes those policies and procedures that: • Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; • Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and • Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements. |
Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934 (the “Exchange Act”) as a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers and effected by the Company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, and includes those policies and procedures that: • Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; • Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and • Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements. |
EXHIBITS (3) Amended Certificate of Incorporation (incorporated by reference to Exhibit attached to Form 10 filed January 27, 1980, and to Forms 8-K dated June 1, 1982, December 3, 1982, to Form 10-QSB dated March 31, 1999, and to Form 10-Q dated March 31, 2007) By-Laws as amended (incorporated by reference to Form 8-K dated October 31, 1994) By-Laws as amended (incorporated by reference to Form 8-K dated February 24, 2006) By-Laws as amended (incorporated by reference to Form 8-K dated October 29, 2008) (4) Instruments defining the rights of security holders (incorporated by reference to Certificate of Incorporation and By-Laws listed above) *(10) Agreement indemnifying directors and officers (incorporated by reference to Form 10-K dated September 30, 1989, and Form 8-K dated June 15, 2007) *(10) Agreements to provide certain severance payments and benefits to executive officers should a Change-in-Control occur as defined by the agreements (incorporated by reference to Form 8-K dated September 4, 2007) (21) Subsidiaries of the Registrant (23) Consent of DeGolyer and MacNaughton, Independent Petroleum Engineering Consultants (31.1) Certification of Chief Executive Officer (31.2) Certification of Chief Financial Officer (32.1) Certification of Chief Executive Officer (32.2) Certification of Chief Financial Officer (99) Report of DeGolyer and MacNaughton, Independent Petroleum Engineering Consultants * Indicates management contract or compensatory plan or arrangement REPORTS ON FORM 8-K Dated September 14, 2010; item 8.01 - Other Events (73) SIGNATURES Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the registrant caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. |
Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934 (the “Exchange Act”) as a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers and effected by the Company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, and includes those policies and procedures that: • Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; • Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and • Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements. |
Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934 (the “Exchange Act”) as a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers and effected by the Company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, and includes those policies and procedures that: • Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; • Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and • Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements. |
First Contract: Production volume covered 40,000 mmbtu/month January through March of 2008 Floor of $6.60 and a ceiling of $8.85 April through September of 2008 Floor of $6.20 and a ceiling of $8.15 October through December of 2008 Floor of $6.50 and a ceiling of $8.90 Second Contract: Production volume covered 40,000 mmbtu/month January through March of 2008 Floor of $6.60 and a ceiling of $9.10 April through September of 2008 Floor of $6.40 and a ceiling of $8.60 October through December of 2008 Floor of $6.90 and a ceiling of $9.15 Third Contract: Production volume covered 40,000 mmbtu/month January through March of 2008 Floor of $6.55 and a ceiling of $8.80 April through September of 2008 Floor of $6.15 and a ceiling of $8.05 October through December of 2008 Floor of $6.55 and a ceiling of $8.75 (28) While the Company believes that its derivative contracts are effective in achieving the risk management objective for which they were intended, the Company has elected not to complete all of the documentation requirements necessary under SFAS No. |
Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934 (the “Exchange Act”) as a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers and effected by the Company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, and includes those policies and procedures that: • Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; • Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and • Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements. |
Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”) as a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers and effected by the Company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that: • Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; • Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and • Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements. |
Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”) as a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers and effected by the Company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that: • Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; • Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and • Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements. |
• $740.3 million in net sales and $10.8 million of income from operations related to the distribution territories and the regional manufacturing facilities acquired in 2017; • $231.3 million in net sales and $23.0 million of income from operations related to the distribution territories and the regional manufacturing facility divested by the Company in 2017 as part of (i) a System Transformation exchange transaction completed with CCR in October 2017 (the “CCR Exchange Transaction”) and (ii) a System Transformation exchange transaction completed with United in October 2017 (the “United Exchange Transaction”); • $66.6 million estimated benefit to income taxes as a result of the Tax Cuts and Jobs Act (the “Tax Act”), which reduced the federal corporate tax rate from 35% to 21% and changed deductibility of certain expenses; • $49.5 million of expenses related to the System Transformation; • $12.4 million in income for the recognized portion of the Legacy Facilities Credit (as defined below) related to the regional manufacturing facility in Mobile, Alabama, which was transferred to CCR as part of the CCR Exchange Transaction; • $7.0 million recorded in other expense for net working capital and other fair value adjustments related to System Transformation Transactions that were made beyond one year from the transaction closing date; and • $6.0 million recorded in other expense, net as a result of an increase in the Company’s investment in Southeastern Container following CCR’s redistribution of a portion of its investment in Southeastern Container in December 2017. |
Acquisition of Arkansas Distribution Territories and Memphis, Tennessee and West Memphis, Arkansas Regional Manufacturing Facilities in exchange for the Company’s Deep South and Somerset Distribution Territories and Mobile, Alabama Manufacturing Facility (the “CCR Exchange Transaction”) On October 2, 2017, the Company (i) acquired from CCR distribution rights and related assets in territories previously served by CCR through CCR’s facilities and equipment located in central and southern Arkansas and two regional manufacturing facilities located in Memphis, Tennessee and West Memphis, Arkansas and related manufacturing assets (collectively, the “CCR Exchange Business”) in exchange for which the Company (ii) transferred to CCR distribution rights and related assets in territories previously served by the Company through its facilities and equipment located in portions of southern Alabama, southeastern Mississippi, southwestern Georgia and northwestern Florida and in and around Somerset, Kentucky and a regional manufacturing facility located in Mobile, Alabama and related manufacturing assets (collectively, the “Deep South and Somerset Exchange Business”), pursuant to an asset exchange agreement entered into by the Company, certain of its wholly-owned subsidiaries and CCR on September 29, 2017. |
Acquisition of Spartanburg and Bluffton, South Carolina Distribution Territories in exchange for the Company’s Florence and Laurel Territories and Piedmont’s Northeastern Georgia Territories (the “United Exchange Transaction”) On October 2, 2017, the Company and Piedmont completed exchange transactions in which (i) the Company acquired from United distribution rights and related assets in territories previously served by United through United’s facilities and equipment located in and around Spartanburg, South Carolina and a portion of United’s territory located in and around Bluffton, South Carolina (collectively, the “United Distribution Business”) and Piedmont acquired from United similar rights, assets and liabilities, and working capital in the remainder of United’s Bluffton, South Carolina territory, in exchange for which (ii) the Company transferred to United distribution rights and related assets in territories previously served by the Company through its facilities and equipment located in parts of northwestern Alabama, south-central Tennessee and southeastern Mississippi previously served by the Company’s distribution centers located in Florence, Alabama and Laurel, Mississippi (collectively, the “Florence and Laurel Distribution Business”) and Piedmont transferred to United similar rights, assets and liabilities, and working capital of Piedmont’s in territory located in parts of northeastern Georgia (the “Northeastern Georgia Distribution Business”), pursuant to an asset exchange agreement between the Company, certain of its wholly-owned subsidiaries and United dated September 29, 2017 and an asset exchange agreement between Piedmont and United dated September 29, 2017. |
Collectively, the CCR Exchange Transaction, the Memphis Transaction and the United Exchange Transaction are the “October 2017 Transactions,” the CCR Exchange Business, the Memphis Territory and the United Distribution Business are the “October 2017 Acquisitions” and the Deep South and Somerset Exchange Business and the Florence and Laurel Distribution Business are the “October 2017 Divestitures.” In addition to the System Transformation Transactions summarized above, the Company completed two additional System Transformation Transactions with CCR in 2017 including (i) the acquisition from CCR of distribution rights and related assets for territories in Anderson, Fort Wayne, Lafayette, South Bend and Terre Haute, Indiana on January 27, 2017 (the “January 2017 Transaction”), and (ii) the acquisition from CCR of distribution rights and related assets for territories in Indianapolis and Bloomington, Indiana and Columbus and Mansfield, Ohio and regional manufacturing facilities and related assets located in Indianapolis and Portland, Indiana on March 31, 2017 (the “March 2017 Transactions”). |
Billiard (Principal Accounting Officer) By: /s/ Sharon A. Decker Director February 27, 2019 Sharon A. Decker By: /s/ Morgan H. Everett Vice President and Director February 27, 2019 Morgan H. Everett By: /s/ Henry W. Flint Vice Chairman of the Board of Directors February 27, 2019 Henry W. Flint and Director By: /s/ James R. Helvey, III Director February 27, 2019 James R. Helvey, III By: /s/ William H. Jones Director February 27, 2019 William H. Jones By: /s/ Umesh M. Kasbekar Vice Chairman of the Board of Directors February 27, 2019 Umesh M. Kasbekar and Director By: /s/ David M. Katz President, Chief Operating Officer February 27, 2019 David M. Katz and Director By: /s/ Jennifer K. Mann Director February 27, 2019 Jennifer K. Mann By: /s/ James H. Morgan Director February 27, 2019 James H. Morgan By: /s/ John W. Murrey, III Director February 27, 2019 John W. Murrey, III By: /s/ Sue Anne H. Wells Director February 27, 2019 Sue Anne H. Wells By: /s/ Dennis A. Wicker Director February 27, 2019 Dennis A. Wicker By: /s/ Richard T. Williams Director February 27, 2019 Richard T. Williams |
These statements include, among others, statements relating to: · the Company’s belief that the undiscounted amounts to be paid under the acquisition related contingent consideration arrangement will be between $9 million and $16 million per year; · the Company’s belief that the covenants on the Company’s Revolving Credit Facility will not restrict its liquidity or capital resources; · the Company’s belief that other parties to certain contractual arrangements will perform their obligations; · the Company’s expectations regarding potential marketing funding support from The Coca-Cola Company and other beverage companies; · the Company’s belief that the risk of loss with respect to funds deposited with banks is minimal; · the Company’s belief that disposition of certain claims and legal proceedings will not have a material adverse effect on its financial condition, cash flows or results of operations and that no material amount of loss in excess of recorded amounts is reasonably possible as a result of these claims and legal proceedings; · the Company’s belief that the Company has adequately provided for any ultimate amounts that are likely to result from tax audits; · the Company’s belief that the Company has sufficient sources of capital available to refinance its maturing debt, finance its business plan, including the proposed acquisition of additional distribution territories and manufacturing facilities, meet its working capital requirements and maintain an appropriate level of capital spending for the next twelve months; · the Company’s belief that the cooperatives whose debt the Company guarantees have sufficient assets and the ability to adjust selling prices of their products to adequately mitigate the risk of material loss and that the cooperatives will perform their obligations under their debt commitments; · the Company’s belief that certain franchise rights are perpetual or will be renewed upon expiration; · the Company’s key priorities which are territory and manufacturing expansion, revenue management, product innovation and beverage portfolio expansion, distribution cost management and productivity; · the Company’s expectation that new product introductions, packaging changes and sales promotions will continue to require substantial expenditures; · the Company’s belief that there is substantial and effective competition in each of the exclusive geographic territories in the United States in which it operates for the purposes of the United States Soft Drink Interbrand Competition Act; · the Company’s belief that cash requirements for income taxes will be in the range of $20 million to $30 million in 2016; · the Company’s anticipation that pension expense related to the two Company-sponsored pension plans is estimated to be approximately $1.4 million in 2016; · the Company’s belief that cash contributions in 2016 to its two Company-sponsored pension plans will be in the range of $10 million to $12 million; · the Company’s belief that postretirement benefit payments are expected to be approximately $3 million in 2016; · the Company’s expectation that additions to property, plant and equipment in 2016 will be in the range of $175 million to $225 million; · the Company’s belief that compliance with environmental laws will not have a material adverse effect on its capital expenditures, earnings or competitive position; · the Company’s belief that the majority of its deferred tax assets will be realized; · the Company’s intention to renew substantially all the Allied Beverage Agreements and Still Beverage Agreements as they expire; · the Company’s beliefs and estimates regarding the impact of the adoption of certain new accounting pronouncements; · The Company’s expectation that it will enter into a new incidence-based pricing agreement with The Coca-Cola Company in fiscal 2016; · the Company’s belief that innovation of new brands and packages will continue to be important to the Company’s overall revenue; · the Company’s expectation that uncertain tax positions may change over the next 12 months but will not have a significant impact on the consolidated financial statements; · the Company’s belief that all of the banks participating in the Company’s Revolving Credit Facility have the ability to and will meet any funding requests from the Company; · the Company’s belief that it is competitive in its territories with respect to the principal methods of competition in the nonalcoholic beverage industry; and · the Company’s estimate that a 10% increase in the market price of certain commodities over the current market prices would cumulatively increase costs during the next 12 months by approximately $25 million assuming no change in volume. |
The Company is obligated under the CBA, among other things, to: • make capital expenditures in its business in the Expansion Territory as reasonably required for the Company to comply with its obligations under the CBA for the operation, maintenance and replacement within the Expansion Territory of warehousing, distribution, delivery, transportation, vending equipment, merchandising equipment, and other facilities, infrastructure, assets, and equipment; • buy exclusively from The Coca-Cola Company (directly or through CCR or another affiliate) or an authorized supplier, in accordance with the Finished Goods Supply Agreement, (with certain exceptions under which the Company can produce finished goods itself) all beverage and related products the Company is authorized to distribute in quantities required to satisfy fully the demand in the Expansion Territory for such beverages; • expend such funds for marketing and promoting the beverage and related products it is authorized to distribute as reasonably required to create, stimulate and sustain the demand for such beverages and related products in the Expansion Territory; • maintain financial capacity reasonably necessary to develop and stimulate and satisfy fully the demand for the beverages and related products the Company is authorized to distribute in the Expansion Territory and to assure the Company will be financially able to perform its obligations under the CBA; and • provide specified financial information to The Coca-Cola Company to the extent, in the form and manner, and at such times as reasonably required by The Coca-Cola Company to determine whether the Company is performing its obligations under the CBA. |
These statements include, among others, statements relating to: • the Company’s expectations regarding the time frame for closing the Paducah/Pikeville asset purchase transaction and the Jackson-for-Lexington transaction; • the Company’s belief that the undiscounted amounts to be paid under the acquisition related contingent consideration arrangement will be between $3.1 million and $5.2 million per year; • the Company’s belief that the covenants on its $350 million facility will not restrict its liquidity or capital resources; • the Company’s belief that other parties to certain contractual arrangements will perform their obligations; • the Company’s potential marketing funding support from The Coca-Cola Company and other beverage companies; • the Company’s belief that the risk of loss with respect to funds deposited with banks is minimal; • the Company’s belief that disposition of certain claims and legal proceedings will not have a material adverse effect on its financial condition, cash flows or results of operations and that no material amount of loss in excess of recorded amounts is reasonably possible as a result of these claims and legal proceedings; • the Company’s belief that the Company has adequately provided for any ultimate amounts that are likely to result from tax audits; • the Company’s belief that the Company has sufficient resources available from internal and external sources to finance its business plan, finance its territory expansion strategy, meet its working capital requirements and maintain an appropriate level of capital spending; • the Company’s belief that the cooperatives whose debt the Company guarantees have sufficient assets and the ability to adjust selling prices of their products to adequately mitigate the risk of material loss and that the cooperatives will perform their obligations under their debt commitments; • the Company’s belief that certain franchise rights are perpetual or will be renewed upon expiration; • the Company’s key priorities which are revenue management, product innovation and beverage portfolio expansion, distribution cost management and productivity; • the Company’s expectation that new product introductions, packaging changes and sales promotions will continue to require substantial expenditures; • the Company’s belief that there is substantial and effective competition in each of the exclusive geographic territories in the United States in which it operates for the purposes of the United States Soft Drink Interbrand Competition Act; • the Company’s belief that cash requirements for income taxes will be in the range of $12 million to $19 million in 2015; • the Company’s anticipation that pension expense related to the two Company-sponsored pension plans is estimated to be approximately $1.7 million in 2015; • the Company’s belief that cash contributions in 2015 to its two Company-sponsored pension plans will be in the range of $7 million to $10 million; • the Company’s belief that postretirement benefit payments are expected to be approximately $3 million in 2015; • the Company’s expectation that additions to property, plant and equipment in 2015 will be in the range of $110 million to $130 million; • the Company’s belief that compliance with environmental laws will not have a material adverse effect on its capital expenditures, earnings or competitive position; • the Company’s belief that the majority of its deferred tax assets will be realized; • the Company’s intention to renew substantially all the Allied Beverage Agreements, Still Beverage Agreements and CBAs as they expire; • the Company’s beliefs and estimates regarding the impact of the adoption of certain new accounting pronouncements; • the Company’s belief that innovation of new brands and packages will continue to be important to the Company’s overall revenue; • the Company’s expectation that uncertain tax positions may change over the next 12 months but will not have a significant impact on the consolidated financial statements; • the Company’s belief that all of the banks participating in the Company’s $350 million facility have the ability to and will meet any funding requests from the Company; • the Company’s belief that it is competitive in its territories with respect to the principal methods of competition in the nonalcoholic beverage industry; • the Company’s hypothetical calculation of the impact of a 1% increase in interest rates on outstanding floating rate debt and capital lease obligations for the next twelve months as of December 28, 2014; and • the Company’s estimate that a 10% increase in the market price of certain commodities over the current market prices would cumulatively increase costs during the next 12 months by approximately $27 million assuming no change in volume. |
These statements include, among others, statements relating to: • the Company’s proposed expansion of the Company’s franchise territory; • the Company’s belief that the covenants on its $200 million facility will not restrict its liquidity or capital resources; • the Company’s belief that other parties to certain contractual arrangements will perform their obligations; • the Company’s potential marketing funding support from The Coca-Cola Company and other beverage companies; • the Company’s belief that the risk of loss with respect to funds deposited with banks is minimal; • the Company’s belief that disposition of certain claims and legal proceedings will not have a material adverse effect on its financial condition, cash flows or results of operations and that no material amount of loss in excess of recorded amounts is reasonably possible as a result of these claims and legal proceedings; • the Company’s belief that the Company has adequately provided for any ultimate amounts that are likely to result from tax audits; • the Company’s belief that the Company has sufficient resources available to finance its business plan, meet its working capital requirements and maintain an appropriate level of capital spending; • the Company’s belief that the cooperatives whose debt the Company guarantees have sufficient assets and the ability to adjust selling prices of their products to adequately mitigate the risk of material loss and that the cooperatives will perform their obligations under their debt commitments; • the Company’s belief that certain franchise rights are perpetual or will be renewed upon expiration; • the Company’s key priorities which are revenue management, product innovation and beverage portfolio expansion, distribution cost management and productivity; • the Company’s expectation that new product introductions, packaging changes and sales promotions will continue to require substantial expenditures; • the Company’s belief that there is substantial and effective competition in each of the exclusive geographic territories in the United States in which it operates for the purposes of the United States Soft Drink Interbrand Competition Act; • the Company’s belief that it may market and sell nationally certain products it has developed and owns; • the Company’s belief that cash requirements for income taxes will be in the range of $23 million to $30 million in 2014; • the Company’s anticipation that pension income related to the two Company-sponsored pension plans is estimated to be approximately $0.4 million in 2014; • the Company’s belief that cash contributions in 2014 to its two Company-sponsored pension plans will be in the range of $4 million to $10 million; • the Company’s belief that postretirement benefit payments are expected to be approximately $2.7 million in 2014; • the Company’s expectation that additions to property, plant and equipment in 2014 will be in the range of $80 million to $90 million; • the Company’s belief that compliance with environmental laws will not have a material adverse effect on its capital expenditures, earnings or competitive position; • the Company’s belief that the majority of its deferred tax assets will be realized; • the Company’s intention to renew substantially all the Allied Beverage Agreements and Still Beverage Agreements as they expire; • the Company’s beliefs and estimates regarding the impact of the adoption of certain new accounting pronouncements; • the Company’s expectation that the costs of some of the underlying commodities to inputs to the Company’s total cost of sales will have a smaller increase for the remainder of 2014 compared to 2013; • the Company’s belief that innovation of new brands and packages will continue to be critical to the Company’s overall revenue; • the Company’s beliefs that the growth prospects of Company-owned or exclusive licensed brands appear promising and the cost of developing, marketing and distributing these brands may be significant; • the Company’s expectation that uncertain tax positions may change over the next 12 months but will not have a significant impact on the consolidated financial statements; • the Company’s belief that all of the banks participating in the Company’s $200 million facility have the ability to and will meet any funding requests from the Company; • the Company’s belief that it is competitive in its territories with respect to the principal methods of competition in the nonalcoholic beverage industry; • the Company’s hypothetical calculation of the impact of a 1% increase in interest rates on outstanding floating rate debt and capital lease obligations for the next twelve months as of December 29, 2013; and • the Company’s estimate that a 10% increase in the market price of certain commodities over the current market prices would cumulatively increase costs during the next 12 months by approximately $27 million assuming no change in volume. |
These statements include, among others, statements relating to: • the Company’s belief that the covenants on its $200 million facility will not restrict its liquidity or capital resources; • the Company’s belief that other parties to certain contractual arrangements will perform their obligations; • potential marketing funding support from The Coca-Cola Company and other beverage companies; • the Company’s belief that the risk of loss with respect to funds deposited with banks is minimal; • the Company’s belief that disposition of certain claims and legal proceedings will not have a material adverse effect on its financial condition, cash flows or results of operations and that no material amount of loss in excess of recorded amounts is reasonably possible; • management’s belief that the Company has adequately provided for any ultimate amounts that are likely to result from tax audits; • management’s belief that the Company has sufficient resources available to finance its business plan, meet its working capital requirements and maintain an appropriate level of capital spending; • the Company’s belief that the cooperatives whose debt and lease obligations the Company guarantees have sufficient assets and the ability to adjust selling prices of their products to adequately mitigate the risk of material loss and that the cooperatives will perform their obligations under their debt and lease agreements; • the Company’s ability to issue $190 million of securities under acceptable terms under its shelf registration statement; • the Company’s belief that certain franchise rights are perpetual or will be renewed upon expiration; • the Company’s key priorities which are revenue management, product innovation and beverage portfolio expansion, distribution cost management and productivity; • the Company’s expectation that new product introductions, packaging changes and sales promotions will continue to require substantial expenditures; • the Company’s belief that there is substantial and effective competition in each of the exclusive geographic territories in the United States in which it operates for the purposes of the United States Soft Drink Interbrand Competition Act; • the Company’s belief that it may market and sell nationally certain products it has developed and owns; • the Company’s belief that cash requirements for income taxes will be in the range of $15 million to $20 million in 2011; • the Company’s anticipation that pension expense related to the two Company-sponsored pension plans is estimated to be approximately $3 million in 2011; • the Company’s belief that cash contributions in 2011 to its two Company-sponsored pension plans will be in the range of $7 million to $10 million; • the Company’s belief that postretirement benefit payments are expected to be approximately $2.8 million in 2011; • the Company’s expectation that additions to property, plant and equipment in 2011 will be in the range of $60 million to $70 million; • the Company’s belief that compliance with environmental laws will not have a material adverse effect on its capital expenditures, earnings or competitive position; • the Company’s belief that the majority of its deferred tax assets will be realized; • the Company’s intention to renew substantially all the Allied Beverage Agreements and Still Beverage Agreements as they expire; • the Company’s beliefs and estimates regarding the impact of the adoption of certain new accounting pronouncements; • the Company’s expectations that raw materials will rise significantly in 2011; • the Company’s belief that innovation of new brands and packages will continue to be critical to the Company’s overall revenue; • the Company’s beliefs that the growth prospects of Company-owned or exclusive licensed brands appear promising and the cost of developing, marketing and distributing these brands may be significant; • the Company’s expectation that uncertain tax positions may change over the next 12 months but will not have a significant impact on the consolidated financial statements; • the Company’s belief that all of the banks participating in the Company’s $200 million facility have the ability to and will meet any funding requests from the Company; • the Company’s intention to negotiate a new revolving credit facility during 2011; • the Company’s belief that it is competitive in its territories with respect to the principal methods of competition in the nonalcoholic beverage industry; • the Company’s expectations that it will not incur any additional significant expenses related to the Nashville area flood; and • the Company’s estimate that a 10% increase in the market price of certain commodities over the current market prices would cumulatively increase costs during the next 12 months by approximately $23 million assuming no change in volume. |
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