UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report
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Standex International Corporation
SECTION 2 – FINANCIAL INFORMATION
ITEM 2.06 MATERIAL IMPAIRMENTS
On March 12, 2020, the registrant concluded that a material impairment charge related to net assets associated with its Refrigeration Solutions Group (“RSG”) is required based upon impairment testing conducted in connection with the pending sale of RSG to Ten Oaks Group for $11 million in cash. The registrant expects that the impairment charge will approximate $27 million with approximately $16 million attributable to goodwill. The impairment charge will be reflected in the registrant’s financial statements for the third quarter of fiscal 2020 (quarter ending March 31, 2020). The impairment charge will not result in any cash expenditures.
SECTION 8 – OTHER EVENTS
ITEM 8.01 OTHER EVENTS
On March 13, 2020, the registrant issued a press release announcing it has signed an agreement to sell its Refrigerated Solutions Group to Ten Oaks Group, a family office focused exclusively on corporate divestitures, for $11 million in cash. A copy of the release is furnished herewith as Exhibit 99 and is incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits – The following exhibit is provided as part of the information furnished under Item 8.01 of this Current Report on Form 8-K.
Exhibit No. Description
99 Press Release of Standex International Corporation dated March 13, 2020
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
FORWORD-LOOKING STATEMENTS
This current report on Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Act of 1995 (the “Act”) that are intended to come within the safe harbor protection provided by the Act. By their nature, all forward-looking statements involve risks and uncertainties, and actual results may differ materially from those contemplated by the forward-looking statements. Several factors that could materially affect the Corporation’s actual results are identified in the press release as well as in the Corporation’s Annual Report on Form 10-K for the fiscal year ended June 30, 2019.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
STANDEX INTERNATIONAL CORPORATION
(Registrant)
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/s/ Ademir Sarcevic |
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Ademir Sarcevic Chief Financial Officer |
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Date: March 13, 2020 |
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Signing on behalf of the registrant and as principal financial officer |