2021
Annual Report
Fiscal Year Ended
June 30, 2021
Dear Shareholders,
Looking back, fiscal year 2021 was a year of significant challenges for all of us both personally
and professionally. I’m especially proud of and grateful for our team of dedicated employees
who fought through these challenges. Their resilience in the face of numerous obstacles
presented by COVID-19 and unprecedented global supply chain disruptions was outstanding.
Even with these hurdles, our team delivered record sales of home furnishings products and a
record adjusted earnings per share of $2.99.
Perspectives on Fiscal Year 2021
In fiscal year 2020, we were keenly focused on advancing our business transformation and
returning the Company to profitable growth. To accomplish this, we accelerated many strategic
decisions and took bold actions to transform our Company. As a result, we became stronger
and more agile, and in fiscal year 2021, we quickly restored profitability and pivoted to the next
stage in our transformation to aggressively pursue new sources of profitable growth.
Despite ongoing challenges related to global supply chain disruptions, we remained intensely
focused on executing our growth initiatives and delivered exceptional full-year adjusted sales
growth of 43%, excluding discontinued product lines. Relative to our industry peers, we are
gaining share and competing well with a healthy inventory position of in-stock products and
competitive lead-times on manufactured products. Most encouraging is the sales momentum
that we built throughout the year. We started fiscal 2021 with 18% adjusted sales growth in
the 1st quarter, followed by 26% growth in the 2nd quarter, 33% growth in the 3rd quarter, and
123% growth in the 4th quarter. We’ve carried that momentum into fiscal 2022 and intend to
deliver another year of double-digit growth.
At the same time, we made notable strides in advancing our strategic agenda and building a
robust foundation for long-term profitable growth. We strengthened talent and culture,
including the addition of two new executive team members, to accelerate our success in new
business development and global supply chain operations. We continued to modernize our
systems and processes, and we successfully upgraded our SAP system and converted our
financial systems to SAP without any disruption to the business. We took meaningful steps to
expand our supply chain capacity by developing new partnerships to support both domestic
and global transportation, adding an additional manufacturing plant in Juarez, Mexico, and
broadening our global supply chain base. We strengthened our digital capabilities and
launched our first direct-to-consumer website, www.homestyles-furniture.com, and relaunched
our Flexsteel website, www.flexsteel.com, with an improved user experience and significant
digital assets. We also reinforced our commitment to meaningfully improve our customers’
experience by creating a dedicated executive role and team to accelerate this initiative.
Looking Forward
Our near-term outlook for the home furnishings market remains positive. The economy
remains strong despite growing concerns about inflation and global supply disruptions.
Consumer spending appears healthy, and trends in new housing, geographical migration, and
generational shifts are all positive catalysts for long-term home furnishings growth. Both our
retail and eCommerce customers remain relatively bullish on business conditions, although
inflationary pressures present some risk of dampening consumer demand.
While our growth outlook is promising, we are battling a multitude of significant global supply
chain headwinds near-term. First, ocean container rates have climbed to historical highs given
large imbalances between supply and demand, and we anticipate rates will remain elevated
through the first half of calendar 2022 or potentially longer. Second, ancillary charges
associated with ocean containers, such as demurrage and detention, have escalated to
unreasonable levels. The lack of truck drivers and warehouse workers available to receive,
unload, and return containers, combined with minimal ‘free days’ from shipping carriers, have
intensified these ancillary charges. Third, material availability, specifically for poly foam, has
been a significant constraint but conditions are improving, and we expect manufacturing
production to gradually increase throughout fiscal 2022. Lastly, labor availability and cost
inflation are also creating additional operational hurdles.
While these supply chain challenges are frustrating, our team views this as an opportunity to
gain additional market share during a period of industry disruption. Our operations team is
agile and quickly pivots as necessary to effectively maneuver through a supply chain
environment that is continuously changing. Our sales and marketing teams are relentless in
their pursuit of exceptional customer service and new business, and our product team is
accelerating new product development and category expansion. In summary, we are
committed to driving profitable growth even in turbulent times.
In Closing
I’m excited about our future, and I remain confident in our ability to deliver strong sales growth
and financial results longer-term while creating value for you, our shareholders. Our
transformation plan is working. Our team is competing well, our growth momentum is
accelerating, and we are investing in the talent, culture, and growth initiatives needed to launch
the Company’s performance to even higher levels in the years to come. Thank you for your
continued support.
Sincerely,
President and Chief Executive Officer
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
______________________________________
FORM 10-K
______________________________________
Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended June 30, 2021
or
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from
to
Commission file number 0-5151
______________________________________
FLEXSTEEL INDUSTRIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
Incorporated in State of Minnesota
(State or other Jurisdiction of
Incorporation or Organization)
42-0442319
(I.R.S. Identification No.)
385 BELL STREET
DUBUQUE, IA 52001-0877
(Address of Principal Executive Offices)
(Zip Code)
(563) 556-7730
(Registrant’s Telephone Number, Including Area Code)
______________________________________
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Common Stock
Trading Symbol(s)
FLXS
Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes
No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes No
Indicate by check mark whether the registrant has submitted electronically, if any, every Interactive Data File required to be submitted
pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to
submit and post such files). Yes No
Name of each exchange on which registered
The Nasdaq Stock Market, LLC
Indicate by check mark whether the Registrant is a large, accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company, or an emerging growth company. See definitions of “large, accelerated filer,” “accelerated filer,” “smaller
reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act (check one).
Large Accelerated Filer Accelerated Filer Non-Accelerated Filer Smaller Reporting Company Emerging Growth
Company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report. ☑
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No
Common Stock - $1.00 Par Value
6,822,055
Shares Outstanding as of September 7, 2021
The aggregate market value of the voting stock held by non-affiliates, computed by reference to the last sales price on December 31,
2020 (which was the last business day of the registrant’s most recently completed second quarter) was $234,233,821.
DOCUMENTS INCORPORATED BY REFERENCE
In Part III, portions of the registrant’s 2021 Proxy Statement to be filed with the Securities and Exchange Commission within 120 days
of the Registrant’s fiscal year end.
TABLE OF CONTENTS
PART I
ITEM 1.
BUSINESS
ITEM 1A. RISK FACTORS
ITEM 1B. UNRESOLVED STAFF COMMENTS
ITEM 2.
PROPERTIES
ITEM 3.
LEGAL PROCEEDINGS
ITEM 4.
MINE SAFETY DISCLOSURES
ITEM 5.
PART II
MARKET FOR THE REGISTRANTS’ COMMON EQUITY, RELATED STOCKHOLDER MATTERS
AND ISSUER PURCHASES OF EQUITY SECURITIES
ITEM 6.
SELECTED FINANCIAL DATA
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
ITEM 9A. CONTROLS AND PROCEDURES
ITEM 9B. OTHER INFORMATION
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
PART III
ITEM 11. EXECUTIVE COMPENSATION
ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED SHAREHOLDER MATTERS
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS AND DIRECTOR
INDEPENDENCE
ITEM 14.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
ITEM 15. EXHIBITS, FINANCIAL STATEMENTS AND SCHEDULES
SIGNATURES
EXHIBIT INDEX
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2
PART I
Cautionary Statement Relevant to Forward-Looking Information for the Purpose of “Safe Harbor” Provisions of
the Private Securities Litigation Reform Act of 1995
The Company and its representatives may from time to time make written or oral forward-looking statements with respect to long-term
goals or anticipated results of the Company, including statements contained in the Company’s filings with the Securities and Exchange
Commission and in its reports to stockholders.
Statements, including those in this Annual Report on Form 10-K, which are not historical or current facts, are “forward-looking
statements” made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. There are certain
important factors that could cause the Company’s results to differ materially from those anticipated by some of the statements made
herein. Investors are cautioned that all forward-looking statements involve risk and uncertainty. Some of the factors that could affect
results are the cyclical nature of the furniture industry, supply chain disruptions, litigation, the effectiveness of new product introductions
and distribution channels, the product mix of sales, pricing pressures, the cost of raw materials and fuel, retention and recruitment of
key employees, actions by governments including laws, regulations, taxes and tariffs, the amount of sales generated and the profit
margins thereon, competition (both U.S. and foreign), credit exposure with customers, participation in multi-employer pension plans,
the impact of the COVID-19 pandemic, and general economic conditions. For further information regarding these risks and
uncertainties, see the “Risk Factors” section in Item 1A of this Annual Report on Form 10-K.
The Company specifically declines to undertake any obligation to publicly revise any forward-looking statements that have been made
to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.
Item 1. Business
General
Flexsteel Industries, Inc., and Subsidiaries (the “Company”) is one of the largest manufacturers, importers and online marketers of
residential furniture and products in the United States. Product offerings include a wide variety of furniture such as sofas, loveseats,
chairs, reclining and rocker-reclining chairs, swivel rockers, sofa beds, convertible bedding units, occasional tables, desks, dining tables
and chairs and bedroom furniture. A featured component in most of the upholstered furniture is a unique steel drop-in seat spring from
which the name “Flexsteel” is derived. The Company distributes its products throughout the United States through its e-commerce
channel and dealer network.
The Company operates in one reportable segment, furniture products. The Company’s furniture products business involves the
distribution of manufactured and imported products consisting of a broad line of furniture for residential and contract markets. Set forth
below is information for the past three fiscal years showing the Company’s net sales attributable to each of the areas of application:
(in thousands)
Residential
Contract
2021
For the years ended June 30,
2020
$
$
476,519 $
2,406
478,925 $
331,879 $
35,047
366,926 $
2019
374,473
69,115
443,588
In fiscal 2020, the Company substantially completed its exit from the Commercial Office and custom design Hospitality product lines
which served contract markets. During fiscal 2021, the Company substantially completed its restructuring activities related to the exit
of its Vehicle Seating and the remainder of its Hospitality product lines, which also served contract markets.
Manufacturing and Offshore Sourcing
During the fiscal year ended June 30, 2021, the Company operated manufacturing facilities located in Georgia and Juarez, Mexico.
These on-going manufacturing operations are integral to the Company’s product offerings and distribution strategy by offering smaller
and more frequent product runs of a wider product selection. The Company identifies and eliminates manufacturing inefficiencies and
adjusts manufacturing schedules on a daily basis to meet customer requirements. The Company has established relationships with key
suppliers to ensure prompt delivery of quality component parts. The Company’s production includes the use of selected component
parts sourced offshore to enhance value in the marketplace.
3
The Company integrates manufactured products with finished products acquired from offshore suppliers who can meet quality
specifications and scheduling requirements. The Company will continue to pursue and refine this blended strategy, offering customers
manufactured goods, products manufactured utilizing imported component parts, and ready-to-deliver imported products. This blended
focus on products allows the Company to provide a wide range of price points, styles and product categories to satisfy customer
requirements.
Competition
The furniture industry is highly competitive and includes a large number of U.S. and foreign manufacturers and distributors, none of
which dominates the market. The Company competes in markets with a large number of relatively small manufacturers; however, certain
competitors have substantially greater sales volumes than the Company. The Company’s products compete based on style, quality,
price, delivery, service and durability. The Company believes its patented, guaranteed-for-life Blue Steel Spring, manufacturing and
sourcing capabilities, facility locations, commitment to customers, product quality, delivery, service, value and experienced production,
sales, marketing and management teams, are some of its competitive advantages.
Seasonality
The Company’s business is not considered seasonal.
Foreign Operations
The Company has minimal export sales. On June 30, 2021, the Company had approximately 41 employees located in Asia to ensure
Flexsteel’s quality standards are met and to coordinate the delivery of purchased products. The Company leases and operates three
manufacturing facilities in Juarez, Mexico utilizing contracted labor. The three Juarez facilities totaled 553,000 square feet.
Customer Backlog
The approximate backlog of customer orders believed to be firm as of the end of the current fiscal year and the prior two fiscal years
were as follows (in thousands):
June 30, 2021
June 30, 2020
June 30, 2019
$
155,325
$
46,900
$
47,400
Raw Materials
The Company utilizes various types of wood, fabric, leather, filling material, high carbon spring steel, bar and wire stock, polyurethane
foam and other raw materials in manufacturing furniture. While the Company purchases these materials from numerous outside
suppliers, both U.S. and foreign, it is not dependent upon any single source of supply. The costs of certain raw materials fluctuate, but
all continue to be readily available with the exception of polyurethane foam which experienced a shortage in February 2021 due to the
deep freeze in Louisiana and Texas where most of the key chemical inputs for polyurethane foam are produced. As of June 30, 2021,
the availability of polyurethane foam was still constrained.
Industry Factors
The Company has exposure to actions by governments, including tariffs, see “Risk Factors” in Item 1A of this Annual Report on Form
10-K.
Government Regulations
The Company is subject to various local, state, and federal laws, regulations and agencies that affect businesses generally, see “Risk
Factors” in Item 1A of this Annual Report on Form 10-K. Our compliance with federal, state and local laws and regulations did not
have a material effect upon our capital expenditures, earnings or competitive position during the fiscal year ended June 30, 2021.
Environmental Matters
All of Flexsteel’s stakeholders have a responsibility to protect our employees and our environment. The officers of Flexsteel and its
subsidiaries will use our role as business and community leaders to set the tone at the top to guide our management teams in their efforts
to improve the workplace and the environment we directly impact. Because we are committed to sustainable business practices, to our
people, and to our communities, we will continue to grow and expand the scope of our dedications to the stewardship of our valued
4
resources. The Company is subject to environmental laws and regulations with respect to product content and industrial waste. Further
discussion is included in “Risk Factors” in Item 1A and “Legal Proceedings” in Item 3 of this Annual Report on Form 10-K.
Trademarks and Patents
The Company owns the United States improvement patents to its Flexsteel guaranteed-for-life Blue Steel Spring – the all-riveted, high-
carbon, steel-banded seating platform that gives upholstered and leather furniture the strength and comfort to last a lifetime, as well as
patents on convertible beds. The Company has patents and owns certain trademarks in connection with its furniture products which are
due to expire on dates ranging from 2021-2036.
It is not common in the furniture industry to obtain a patent for a furniture design. If a particular design of a furniture manufacturer is
well accepted in the marketplace, it is common for other manufacturers to imitate the same design without recourse by the furniture
manufacturer who initially introduced the design. Furniture products are designed by the Company’s own design staff and through the
services of third-party designers. New models and designs of furniture, as well as new fabrics, are introduced continuously.
Employees
The Company had 665 employees as of June 30, 2021, including 8 employees who are covered by collective bargaining agreements.
Management believes it has good relations with employees. In response to the COVID-19 pandemic, we have implemented various
measures to protect the physical health, mental health, and productivity of our workforce. These measures include, but are not limited
to, enhanced cleaning and sanitizing within our facilities, and face covering requirements. In addition, we have adopted new policies
and procedures for our employees and have taken steps within our workplaces to promote social distancing.
Available Information
Copies of our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those
reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, are available free of
charge on our website (www.flexsteel.com) as soon as reasonably practicable after we electronically file the material with or furnish it
to the U.S. Securities and Exchange Commission (SEC). Additionally, the SEC maintains an internet site (www.sec.gov) that contains
reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. Information on
our website or linked to our website is not incorporated by reference into this Annual Report.
Item 1A. Risk Factors
The Company is subject to a variety of risks. You should carefully consider the risk factors detailed below in conjunction with the other
information contained in this Annual Report on Form 10-K. Should any of these risks materialize the Company’s business, financial
condition, and future prospects could be negatively impacted. There may be additional factors that are presently unknown to the
Company or that the Company currently believes to be immaterial that could affect its business.
Risks related to our operations:
Business information systems could be impacted by disruptions and security breaches.
The Company employs information technology systems to support its global business. Security breaches and other disruptions to the
Company’s information technology infrastructure could interfere with operations, compromise information belonging to the Company
and its customers and suppliers and expose the Company to liability which could adversely impact the Company’s business and
reputation. In the ordinary course of business, the Company relies on information technology networks and systems to process, transmit
and store electronic information, and to manage or support a variety of business processes and activities. Additionally, the Company
collects and stores certain data, including proprietary business information, and may have access to confidential or personal information
in certain areas of its businesses that is subject to privacy and security laws, regulations, and customer-imposed controls. While security
breaches and other disruptions to the Company’s information technology networks and infrastructure could happen, none have occurred
to date that have had a material impact to the Company. Any such events could result in legal claims or proceedings, liability or penalties
under privacy laws, disruption in operations, and damage to the Company’s reputation, which could adversely affect the Company’s
business.
In addition, due to the COVID-19 pandemic, we have allowed certain of our employees the option to work from home. Although we
continue to implement strong physical and cybersecurity measures to ensure that our business operations remain functional and to ensure
uninterrupted service to our customers, our systems and our operations remain vulnerable to cyberattacks and other disruptions because
a material portion of our employees work remotely as a result of the ongoing COVID-19 pandemic, and we cannot be certain that our
mitigation efforts will be effective.
5
The implementation of a new business information system could disrupt the business.
The Company converted certain financial modules from its legacy ERP system to SAP during fiscal 2021, and it plans to convert
additional modules in fiscal 2022, which include ordering, sourcing, warehousing and transportation. Implementation issues related to
the new ERP system could arise and may result in the following:
• Disruption of the Company’s domestic and international supply chain;
•
Inability to fill customer orders accurately and on a timely basis;
•
Inability to process payments to suppliers and vendors;
• Negative impact on financial results;
•
•
Inability to fulfill federal, state and local tax filing requirements in a timely and accurate matter; and
Increased demands of management and associates to the detriment of other corporate initiatives.
The Company’s participation in multi-employer pension plans may have exposures under those plans that could extend beyond
what its obligations would be with respect to its employees.
The Company participates in, and makes periodic contributions to, one multi-employer pension plan that covers union employees. Multi-
employer pension plans are managed by trustee boards comprised of participating employer and labor union representatives, and the
employers participating in a multi-employer pension plan are jointly responsible for maintaining the plan’s funding requirements. Based
on the most recent information available to the Company, the present value of actuarially accrued liabilities of the multi-employer
pension plan substantially exceeds the value of the assets held in trust to pay benefits. As a result of the Company’s participation, it
could experience greater volatility in the overall pension funding obligations. The Company’s obligations may be impacted by the
funded status of the plans, the plans’ investment performance, changes in the participant demographics, financial stability of contributing
employers and changes in actuarial assumptions. See Note 12 Benefit and Retirement Plans of Notes to Consolidated Financial
Statements included in this Annual Report on Form 10-K for more information.
Future results may be affected by various legal proceedings and compliance risk, including those involving product liability,
environmental, or other matters.
The Company faces the risk of exposure to product liability claims in the event the use of any of its products results in personal injury
or property damage. In the event any of the Company’s products prove to be defective, it may be required to recall or redesign such
products. The Company is also subject to various laws and regulations relating to environmental protection and the discharge of materials
into the environment. The Company could incur substantial costs, including legal expenses, as a result of the noncompliance with, or
liability for cleanup or other costs or damages under, environmental laws. Given the inherent uncertainty of litigation, these various
legal proceedings and compliance matters could have a material impact on the business, operating results and financial condition. See
Note 13 Commitments and Contingencies of Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K
for more information.
The Company’s success depends on its ability to recruit and retain key employees and highly skilled workers in a competitive
labor market.
If the Company is not successful in recruiting and retaining key employees and highly skilled workers or experiences the unexpected
loss of those employees, the operations may be negatively impacted.
Additionally, we are and will continue to be dependent upon our senior management team and other key personnel. Losing the services
of one or more key members of our management team or other key personnel could adversely affect our operations. In addition, COVID-
19 increases the risk that certain senior executive officers or a member of the board of directors could become ill, causing them to be
incapacitated or otherwise unable to perform their duties for an extended absence. Furthermore, because of the nature of the disease,
multiple people working in close proximity could also become ill simultaneously which could result in the same department having
extended absences or a temporary shutdown of one or more of our manufacturing facilities or distribution centers. This could negatively
impact the efficiency and effectiveness of processes and internal controls throughout the Company and our ability to service customers.
We have implemented work-from-home policies for certain employees. The effects of our work-from-home policies may negatively
impact productivity and disrupt our business, the magnitude of which will depend, in part, on the length and severity of the restrictions
and other limitations on our ability to conduct our business in the ordinary course.
6
Terms of collective bargaining agreements and labor disruptions could adversely impact results of operations.
Terms of collective bargaining agreements that prevent the Company from competing effectively could adversely affect its financial
condition, results of operations and cash flows. The Company is committed to working with those groups to avert or resolve conflicts
as they arise. However, there can be no assurance that these efforts will be successful.
We may not be able to collect amounts owed to us.
We grant 30-day payment terms to most customers. As a result of the COVID-19 pandemic, some customers have requested extended
payment terms or informed us they will not pay amounts within agreed upon terms. Some of our customers have experienced, and may
in the future experience, cash flow and credit-related issues. If the negative economic effects of COVID-19 were to persist or a similar
pandemic or another major, unexpected event with negative economic effects were to occur, we may not be able to collect amounts
owed to us or such payment may only occur after significant delay. While we perform credit evaluations of our customers, those
evaluations may not prevent uncollectible trade accounts receivable. Credit evaluations involve significant management diligence and
judgment, especially in the current environment. Should more customers experience liquidity issues than we anticipate, if payment is
not received on a timely basis, or if a customer declares bankruptcy or closes stores, we may have difficulty collecting amounts owed
to us by these customers, which could adversely affect our sales, earnings, financial condition, and liquidity.
Risks related to our industry:
The COVID-19 pandemic could have a material adverse effect on our ability to operate, our ability to keep employees safe from
the pandemic, our results of operations, and financial condition.
On March 11, 2020, the World Health Organization declared the current coronavirus (“COVID-19”) outbreak to be a global pandemic,
and the virus continues to spread in areas where we operate and sell our products. The COVID-19 pandemic and similar issues in the
future could have a material adverse effect on our ability to operate; our ability to keep employees safe from the pandemic; our results
of operations, and financial condition.
Public health organizations have recommended, and many governments have implemented, measures from time to time during the
pandemic to slow and limit the transmission of the virus, including certain business shutdowns and shelter in place and social distancing
requirements. Such preventive measures, or others we may voluntarily put in place, may have a material adverse effect on our business
for an indefinite period of time, such as: the potential shut down of certain locations; decreased employee availability; potential border
closures; and disruptions to the businesses of our selling channel partners, and others.
Our suppliers and customers also face these and other challenges, which have and could continue to lead to a disruption in our supply
chain, raw material inflation or the inability to get the raw materials necessary to produce our products, increased shipping, and transport
costs, as well as decreased consumer spending and decreased demand for our products. Although these disruptions may continue to
occur, the long-term economic impact and near-term financial impacts of the COVID-19 pandemic, including but not limited to, potential
near-term or long-term risk of asset impairment, restructuring, and other charges, cannot be reliably quantified or estimated at this time
due to the uncertainty of future developments.
Continuing inflation may hurt our profitability.
Cost inflation including significant increases in ocean container rates, raw materials prices, labor rates, and domestic transportation costs
have and could continue to impact profitability. Continued imbalances between supply and demand for these resources may continue
to exert upward pressure on costs. Our ability to recover these cost increases through price increases may continue to lag the cost
increases, resulting in downward pressure on margins.
Future success depends on the Company’s ability to manage its global supply chain.
The Company acquires raw materials, component parts and certain finished products from external suppliers, both U.S. and foreign.
Many of these suppliers are dependent upon other suppliers in countries other than where they are located. This global interdependence
within the Company’s supply chain is subject to delays in delivery, availability, quality, and pricing. Changes in international trade
policies including tariffs could disrupt the supply chain, increase cost and reduce competitiveness. The delivery of goods from these
suppliers has been and may continue to be delayed by customs, labor issues, geo-political pressures, disruptions associated with the
COVID-19 pandemic, changes in political, economic, and social conditions, weather, laws and regulations. Unfavorable fluctuations in
price, international trade policies, quality, delivery, and availability of these products could continue to adversely affect the Company’s
ability to meet demands of customers and cause negative impacts to the Company’s cost structure, profitability and its cash flow.
7
Enacted tariffs and potential future increases in tariffs on manufactured goods imported from China or other countries could adversely
affect our business. The tariff on certain manufactured furniture products imported from China on or after June 1, 2019, is currently
25%. Given ongoing uncertainty in relations, including trade negotiations between the United States and China, it is unclear as to whether
the U.S. administration will take further tariff action or perhaps grant relief to actions already put in place. Inability to reduce acquisition
costs or pass-through price increases may have an adverse impact on sales volume, earnings, and liquidity. Similarly, increases in
pricing may have an adverse impact on the competitiveness of the Company’s products relative to other furniture manufacturers with
less exposure to the tariff and could also lead to adverse impacts on volume, earnings, and liquidity.
Additionally, a disruption in supply from foreign countries could adversely affect our ability to timely fill customer orders for those
products and decrease our sales, earnings, and liquidity. The main foreign countries we source from are Vietnam, China, Thailand, and
Mexico. In early 2020, the COVID-19 outbreak in China resulted in the temporary shutdown or reduced capacity of our vendors’
factories. Consequently, we experienced some out-of-stocks, but in some cases we were able to provide substitutions out of inventory
on hand, in-transit and from our domestic warehouses, but not enough to entirely mitigate the lost sales. Many of our vendors’ factories
are back online, however, the COVID-19 outbreak caused travel restrictions due to government regulations. The travel restrictions have
caused labor shortages for our Vietnam suppliers due to limited access to workers from other surrounding countries. Consequently, we
may experience shortages of certain products. Our ability to transport products from foreign countries is also dependent on the
availability and cost of ocean containers, both of which were materially and adversely impacted by COVID-19. It is unclear how our
supply chain could be further impacted by COVID-19, including the spread of new variants, and there are many unknowns including
how long we will be impacted, the severity of the impacts and the probability of a recurrence of COVID-19 or similar regional or global
pandemics. If we were unsuccessful in obtaining those products from other sources or at comparable cost, a disruption in our supply
chain could adversely affect our sales, earnings, financial condition, and liquidity.
Competition from U.S. and foreign finished product manufacturers may adversely affect the business, operating results or
financial condition.
The furniture industry is very competitive and fragmented. The Company competes with U.S. and foreign manufacturers and
distributors. As a result, the Company may not be able to maintain or raise the prices of its products in response to competitive pressures
or increasing costs. Also, due to the large number of competitors and their wide range of product offerings, the Company may not be
able to significantly differentiate its products (through styling, finish, and other construction techniques) from those of its competitors.
Additionally, most of our sales are to distribution channels that rely on physical stores to merchandise and sell our products and a
significant shift in consumer preference toward purchasing products online could have a materially adverse impact on our sales and
operating margin. The COVID-19 pandemic has accelerated and may continue to increase the shift to online furniture purchases by
changing customer shopping patterns and behaviors, including decreased consumer willingness to visit physical retail locations.
These and other competitive pressures could cause us to lose market share, revenues, and customers, increase expenditures or reduce
prices, any of which could have a material adverse effect on our results of operations or liquidity.
Future costs of complying with various laws and regulations may adversely impact future operating results.
The Company’s business is subject to various laws and regulations which could have a significant impact on operations and the cost to
comply with such laws and regulations could adversely impact the Company’s financial position, results of operations and cash flows.
In addition, inadvertently failing to comply with such laws and regulations could produce negative consequences which could adversely
impact the Company’s operations.
Failure to anticipate or respond to changes in consumer or designer tastes and fashions in a timely manner could adversely
affect the Company’s business and decrease sales and earnings.
Furniture is a styled product and is subject to rapidly changing consumer and end-user trends and tastes and is highly fashion oriented.
If the Company is not able to acquire sufficient fabric variety or if the Company is unable to predict or respond to changes in fashion
trends, it may lose sales and have to sell excess inventory at reduced prices.
The Company’s products are considered deferrable purchases for consumers during economic downturns. Prolonged negative
economic conditions could impact the business.
Economic downturns and prolonged negative economic conditions could affect consumer spending habits by decreasing the overall
demand for home furnishing products. These events could impact retailers resulting in an impact on the Company’s business. A recovery
in the Company’s sales could lag significantly behind a general economic recovery due to the deferrable nature and relatively significant
cost of purchasing home furnishing products.
8
Item 1B. Unresolved Staff Comments
None.
Item 2. Properties
The Company owns the following facilities as of June 30, 2021:
Location
Harrison, Arkansas(1)
Dublin, Georgia
Huntingburg, Indiana
Dubuque, Iowa
Edgerton, Kansas
Starkville, Mississippi(1)
Approximate
Size (square feet)
Principal Operations
92,000
Manufacturing (Held for Sale)
315,000
Manufacturing
611,000
Distribution
40,000
Corporate Office
500,000
Distribution
349,000
Manufacturing (Held for Sale)
(1) Facilities are classified as held for sale as of June 30, 2021. See Note 6 Assets Held for Sale of the Notes to Consolidated
Financial Statements included in this Annual Report on Form 10-K for disclosure of the assets held for sale.
The Company leases the following facilities as of June 30, 2021:
Location
Sierra Ridge, California
High Point, North Carolina
Las Vegas, Nevada
El Paso, Texas
Dubuque, Iowa
Juarez, Mexico
Juarez, Mexico
Juarez, Mexico
Shenzhen, China
Approximate
Size (square feet)
Principal Operations
211,000
62,000
30,000
19,000
2,800
225,000
131,000
197,000
2,000
Distribution
Showroom
Showroom
Warehouse
Office
Manufacturing
Manufacturing
Manufacturing
Office
See Note 2 Leases of the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K for further
discussion of the impairment of the right-of-use lease assets.
Item 3. Legal Proceedings
See Note 13 Commitments and Contingencies of the Notes to Consolidated Financial Statements included in this Annual Report on
Form 10-K for discussion of legal proceedings.
Item 4. Mine Safety Disclosures
None.
9
PART II
Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities
Share Investment Performance
The following graph shows changes over the past five-year period in the value of $100 invested in: (1) Flexsteel’s common stock
(FLXS); (2) The NASDAQ Global Market; (3) an industry peer group of the following: American Woodmark Corp, Bassett Furniture
Ind., Culp Inc., Dixie Group Inc., Ethan Allen Interiors Inc., HNI Corp., Hooker Furniture Corp., Johnson Outdoors Inc., Kimball
International, Knoll Inc., La-Z-Boy Inc., Lifetime Brands Inc., Lovesac Co., Patrick Industries Inc., Sleep Number Corp., and Trex
Company, Inc.
Flexsteel
NASDAQ
Peer Group
2016
100.00
100.00
100.00
2017
138.65
128.19
124.19
2018
104.40
167.17
135.51
2019
46.37
177.22
135.95
2020
36.07
203.71
180.00
2021
115.36
318.38
314.15
The Company’s common stock is traded on the NASDAQ Global Select Market under the trading symbol FLXS.
The Company estimates there were approximately 263 holders of common stock of the Company as of June 30, 2021. The payment of
future cash dividends is within the discretion of the Company’s Board of Directors and will depend, among other factors, on its earnings,
capital requirements and operating and financial condition.
Purchases of Equity Securities
On June 1, 2020, the Company’s Board of Directors authorized a $6 million share repurchase program through June 9, 2021. On August
20, 2020, the Company’s Board of Directors authorized an additional $8 million share repurchase program to begin on September 4,
2020, through September 3, 2021. On October 22, 2020, the Company’s Board of Directors authorized another $30 million share
repurchase program through October 29, 2023. As of October 31, 2020, the $6 million and $8 million repurchase programs were
completed. The following table summarizes the activity of the common stock repurchases under the program for the year ended June
30, 2021. All purchases were made in the open market.
10
Period
As of June 30, 2020
July 1, 2020, to July 31, 2020
August 1, 2020, to August 31, 2020
September 1, 2020, to September 30, 2020
As of September 30, 2020
October 1, 2020, to October 31, 2020
November 1, 2020, to November 30, 2020
December 1, 2020, to December 31, 2020
As of December 31, 2020
January 1, 2021, to January 31, 2021
February 1, 2021, to February 28, 2021
March 1, 2021, to March 31, 2021
As of March 31, 2021
April 1, 2021, to April 30, 2021
As of June 30, 2021
Item 6. Selected Financial Data
Total Number
of Shares
Purchased
Average
Price Paid
per Share
Total Number
of Shares Purchased
as Part of Plan
Approximate Dollar Value
of Shares that May Yet
Be Purchased
132,197 $
155,808
116,562
223,905
628,472 $
132,326
132,831
101,689
995,318 $
84,012
94,104
75,536
1,248,970 $
34,825
1,283,795 $
11.83
14.46
17.24
21.16
16.81
25.69
29.55
32.69
21.31
35.15
34.24
35.23
24.06
36.51
24.40
132,197 $
155,808
116,562
223,905
628,472 $
132,326
132,831
101,689
995,318 $
84,012
94,104
75,536
1,248,970 $
34,825
1,283,795 $
4,429,960
2,168,981
153,690
3,405,667
3,405,667
30,000,000
26,067,622
22,738,200
22,738,200
19,780,863
16,553,899
13,888,648
13,888,648
12,615,453
12,615,453
The selected financial data presented below should be read in conjunction with the Company’s consolidated financial statements and
notes thereto included in Item 8 of this Annual Report on Form 10-K and with “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” included in Item 7 of this Annual Report on Form 10-K. The selected consolidated statements of
income data of the Company are derived from the Company’s consolidated financial statements.
Five-Year Review
(Amounts in thousands, except certain
ratios and per share data)
SUMMARY OF OPERATIONS
Net sales
Gross margin
Environmental remediation
ERP impairment
Restructuring expense
(Gain) on disposal of assets
Litigation settlement costs (reimbursement)
Operating income (loss)
Income (loss) before income taxes
Income tax provision (benefit)
Net income (loss)
Net income (loss), as a percent of sales
Weighted average diluted shares outstanding
Diluted earnings (loss) per common share
Cash dividends declared per common share
SELECTED DATA AS OF JUNE 30
Total assets
Shareholders’ equity
Trade receivables, net
Inventories
Property, plant and equipment, net
Capital expenditures
Depreciation expense
Working capital (current assets less
current liabilities)
Current ratio
Return on ending shareholders’ equity
$
$
$
$
2021
2020
2019
2018
2017
366,926 $
53,053
—
—
34,222
(19,216)
—
(34,395)
(33,757)
(6,913)
(26,844)
(7.3)%
7,956
(3.37) $
0.71 $
237,259 $
175,505
32,217
70,565
43,312
3,688
8,370
128,381
3.4 to 1
(15.3)%
443,588 $
69,940
—
21,273
10,048
—
475
(43,154)
(42,608)
(10,003)
(32,605)
(7.4)%
7,889
(4.13) $
0.88 $
254,287 $
205,427
38,157
93,659
79,238
21,346
7,440
118,203
3.5 to 1
(15.9)%
489,180 $
98,219
3,600
—
—
—
—
24,505
25,126
7,460
17,666
3.6%
7,919
2.23 $
0.88 $
284,293 $
241,698
41,253
96,204
90,725
29,447
7,367
148,705
4.6 to 1
7.3%
468,764
108,651
—
—
—
—
(1,175)
37,264
37,586
13,800
23,786
5.1%
7,886
3.02
0.80
270,045
230,760
42,362
99,397
70,661
13,457
7,936
158,055
5.2 to 1
10.3%
478,925 $
96,730
—
—
3,422
(5,881)
12
31,200
31,467
8,419
23,048
4.8%
7,468
3.09 $
0.45 $
296,779 $
167,968
55,986
161,125
39,783
2,580
5,210
128,789
2.3 to 1
13.7%
11
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
General
The following analysis of the results of operations and financial condition of the Company should be read in conjunction with the
consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K.
Statement Regarding the Impact of the COVID-19 Pandemic
The World Health Organization (“WHO”) on March 11, 2020, declared novel coronavirus 2019 (“COVID-19”) a global pandemic. In
response to this declaration, the Company has taken the following actions to maneuver the current economic landscape:
•Employees that can perform work outside of the workplace may work from home,
•Suspension of the Company’s 401K match effective June 1, 2020, through December 31, 2020,
•Temporary 50% reduction of cash compensation for the Company’s Board of Directors through October 1, 2020,
•Temporary 25% reduction of salary compensation for the Company’s Chief Executive Officer and Chief Financial Officer / Chief
Operating Officer through October 1, 2020,
•Temporary elimination of all non-essential expenses and capital expenditures,
•Temporary reduction of quarterly dividend payments; and
•Negotiations with vendors to extend payment terms.
During the year ended June 30, 2021, we have seen improvement in our business conditions as retailers have reopened and orders have
increased, however, we continue to see supply chain challenges faced by the furniture industry due to limited availability of ocean
containers and significant increases in ocean container rates, limited availability and inflationary pressures in key materials, and labor
shortages both in Asia and the United States. The COVID-19 pandemic remains fluid, including as a result of COVID-19 variants, and
the extent of the ongoing impact to our business may be significant; however, we are unable to predict the extent or nature of these
impacts at this time.
Business Update
On April 28, 2020, we announced the exit of our Vehicle Seating, and the remainder of the Hospitality product lines, and subsequently
closed our Dubuque, Iowa and Starkville, Mississippi manufacturing facilities. We completed substantially all of the restructuring
activities related to the exit of our Vehicle Seating and the remainder of the Hospitality product lines during fiscal 2021. Both product
lines combined represented less than 1% of the Company’s total net sales for the fiscal year ended 2021.
Results of Operations
The following table has been prepared as an aid in understanding the Company’s results of operations on a comparative basis for the
fiscal years ended June 30, 2021, 2020 and 2019. Amounts presented are percentages of the Company’s net sales.
2021
2020
2019
For the years ended June 30,
Net sales
Cost of goods sold
Gross margin
Selling, general and administrative
Restructuring expense
ERP impairment
(Gain) on disposal of assets
Litigation settlement costs
Operating income (loss)
Other income
Interest (expense)
Income (loss) before income taxes
Income tax provision (benefit)
Net income (loss)
100.0 %
85.5
14.5
19.7
9.3
—
(5.2)
—
(9.4)
0.2
(0.0)
(9.2)
(1.9)
(7.3) %
100.0 %
84.2
15.8
18.3
2.3
4.8
—
0.1
(9.7)
0.1
(0.0)
(9.6)
(2.2)
(7.4) %
100.0 %
79.8
20.2
14.2
0.7
—
(1.2)
0.0
6.5
0.1
(0.0)
6.6
1.8
4.8 %
12
Fiscal 2021 Compared to Fiscal 2020
Net sales were $478.9 million for the year ended June 30, 2021, compared to net sales of $366.9 million in the prior year, an increase
of 30.5%. The increase in sales of $112.0 million was primarily driven by $138.8 million, or an increase of 51.1%, related to home
furnishing products sold through retailers and $5.9 million, or an increase of 9.7%, for home furnishing products sold through e-
commerce. Net sales growth in our home furnishing products were virtually in all product categories due to increased demand, partially
offset by a decline of $32.7 million primarily due to the exit from our Vehicle Seating and Hospitality product lines during the fourth
quarter of fiscal 2020.
Gross margin as a percent of net sales for the year ended June 30, 2021, was 20.2%, compared to 14.5% for the prior year, an increase
of 570 basis points (“bps”). The 570 bps increase was primarily driven by structural cost reductions, operational efficiencies, and fixed
cost leverage due to higher sales volume as compared to the prior year and lower inventory reserve due to demand.
Selling, general and administrative expenses decreased $4.5 million in the year ended June 30, 2021, compared to the prior year. The
decline in SG&A expenses was primarily due to a $3.5 million reduction in bad debt expense from the prior year driven by a customer
bankruptcy. Higher sales commission expense resulting from increased sales was largely offset by other spending reductions and lower
depreciation. As a percentage of net sales, SG&A was 14.2% in the year ended June 30, 2021, compared to the prior year of 19.7%.
The 550 bps decline compared to the prior year was primarily due to cost leverage gained from higher sales, reductions in non-essential
spending due to COVID-19, lower depreciation expense due to assets sold or being held for sale, and lower bad debt expense as discussed
above during the year ended June 30, 2021.
Restructuring expenses were $3.5 million during the year ended June 30, 2021, primarily for on-going utilities and maintenance costs
for our facilities listed as held for sale, professional fees, and employee termination costs as part of our previously announced
comprehensive restructuring plan. See Note 5, Restructuring, of the Notes to Consolidated Financial Statements, included in this Annual
Report on Form 10-K for more information.
During the year ended June 30, 2021, we completed the sale of our Dubuque, Iowa, Lancaster, Pennsylvania, and one of our Harrison,
Arkansas facilities, resulting in total net proceeds of $16.4 million, and a total gain of $5.9 million.
Income tax expense was $8.4 million, or an effective rate of 26.8%, during the year ended June 30, 2021, compared to income tax benefit
of $6.9 million in the prior year, or an effective tax rate of 20.5%.
Net income was $23.0 million, or $3.09 per diluted share for the year ended June 30, 2021, compared to net loss of $26.8 million, or
$3.37 per diluted share in the prior year.
Fiscal 2020 Compared to Fiscal 2019
Net sales for fiscal year 2020 were $366.9 million compared to $443.6 million in the prior fiscal year, a decrease of 17.3%. For the
fiscal year ended June 30, 2020, residential net sales were $331.9 million compared to $374.5 million for the year ended June 30, 2019,
a decrease of 11.4%. The decline in residential net sales were primarily attributable to volume decreases on furniture imported from
China as a result of the 25% tariff and the related price increases taken to the market, coupled with the COVID-19 pandemic. The decline
was partially offset by an increase in our ready to assemble furniture sold through e-commerce, which grew 35.7% year over year,
primarily driven by increased demand.
Contract net sales were $35.0 million for the year ended June 30, 2020, a decrease of 49.3% from net sales of $69.1 million for the year
ended June 30, 2019. The decline in contract net sales was primarily driven by our decision to exit the Commercial Office and custom-
designed Hospitality product lines, coupled with a decline in healthcare and Vehicle Seating products due to demand. In April 2020, we
announced the exit of our Vehicle Seating, and the remainder of the Hospitality product lines.
Gross margin for the fiscal year ended June 30, 2020, was 14.5% compared to 15.8% for the prior year period, a decline of 130 bps. The
130 bps decline was primarily driven by a decline of 280 bps due to lower volume and product mix, a decline of 60 bps for increased
costs to improve delivery lead times, partially offset by 120 bps from valuation allowance on foreign VAT as a result of collections
made during the fiscal year and 80 bps from restructuring cost improvements.
Selling, general and administrative (SG&A) expenses for the twelve months ended June 30, 2020, decreased $8.9 million to $72.4
million compared to $81.3 million for the year ended June 30, 2019. As a percentage of net sales, SG&A was 19.7% for the year ended
June 30, 2020, compared to 18.3% of net sales in the prior year period. The increase in SG&A as a percentage of net sales was primarily
driven by higher bad debt expense of $5.0 million attributable to a customer bankruptcy and the current economic environment, right-
of-use lease asset impairments of $2.9 million, partially offset by current year restructuring savings and lower expenses on reduced
volume.
13
During the fiscal year ended June 30, 2020, we incurred $34.2 million of restructuring expenses primarily for write-down of assets due
to impairment, facility closures, professional fees, pension withdrawal liability and employee termination costs as part of our previously
announced comprehensive transformation program. See Note 5 Restructuring of the Notes to Consolidated Financial Statements,
included in this Annual Report on Form 10-K for more information.
During the fiscal year ended June 30, 2020, we completed the sale of our Riverside, California property for the sale price of $20.5
million generating net proceeds of $19.6 million after customary closing costs, prorations and commissions. This resulted in a recognized
pre-tax gain on sale of $18.9 million.
For the twelve months ended June 30, 2020, the effective tax rate was 20.5% compared to 23.5% in the prior year period. The difference
between the 2020 and 2019 rates relate to recording the current year benefit at a 35% federal tax rate rather than the current statutory
rate of 21% due to the carryback benefit discussed below. In addition, we recorded an $8.4 million valuation allowance against the
federal and state deferred tax assets of $10.6 million.
On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was enacted and signed into law in
response to the COVID-19 global pandemic. Certain provisions of the CARES Act impacted the current fiscal year 2020. The CARES
Act permits net operating losses (“NOLs”) incurred in tax years 2018, 2019, and 2020, (the Company’s fiscal years 2019, 2020 and
2021) to offset 100% of taxable income and be carried back to each of the five preceding taxable years to generate a refund of previously
paid income taxes. The Company evaluated the impact of the CARES Act during the year ended June 30, 2020 and recorded an income
tax receivable of $4.5 million for the benefit of carrying back the fiscal year 2020 NOL and an income tax receivable of $8.2M for the
benefit of carrying back the fiscal year 2019 NOL. As the Company is carrying the losses back to years beginning before January 1,
2018, the receivables were recorded at the previous 35% federal tax rate rather than the current statutory rate of 21%.
The above factors resulted in a net loss of $26.8 million or $3.37 per diluted share for fiscal year 2020 compared to a net loss of $32.6
million or $4.13 per diluted share in the prior year period.
COVID-19 update
Liquidity and Capital Resources
Due to continued uncertainties because of COVID-19, we implemented measures to enhance our liquidity position and improve working
capital. During the fourth quarter of fiscal year 2020, we reduced our quarterly dividend from $0.22 per share to $0.05 per share. We
extended a 25% salary reduction for our CEO and CFO/COO and 50% cash compensation reduction for our Board of Directors through
October 1, 2020. To further bolster liquidity, on August 28, 2020, we entered into an agreement with Dubuque Bank & Trust Company,
for a secured $25.0 million credit facility with a two-year term. The balance of borrowings on June 30, 2021, was $3.5 million.
Working capital (current assets less current liabilities) at June 30, 2021 was $128.8 million compared to $128.4 million at June 30, 2020.
The $0.4 million increase in working capital reflects a $46.7 million increase in current assets offset by a $46.3 million increase in
current liabilities. The increase in current assets is primarily due to a $90.6 million increase in inventory and a $25.2 million increase in
trade receivables in response to increasing sales. These increases were offset by a decrease in cash of $46.9 million, a decline in other
current assets of $9.1 million primarily due to a tax refund, and a decline of $11.7 million in assets held for sale due to the sale of
facilities during the fiscal year. The increase in current liabilities is primarily due to an increase in accounts payable of $40.0 million
and a $4.8 million increase in accrued liabilities primarily due to increases in advertising accruals, commission accruals and management
incentive accruals. The decline in cash of $46.9 million was primarily due to $29.8 million share repurchases, and cash used in operating
activities of $32.7 million, partially offset by $18.6 million of proceeds from the sale of the Company’s Dubuque, IA, Lancaster, PA
and Harrison, AR, facilities. Capital expenditures were $2.6 million for the fiscal year ending June 30, 2021.
A summary of operating, investing and financing cash flow is shown in the following table:
(in thousands)
Net cash (used in) provided by operating activities
Net cash provided by investing activities
Net cash (used in) financing activities
(Decrease) increase in cash and cash equivalents
For the years ended June 30,
2021
2020
(32,692) $
16,062
(30,225)
(46,855) $
18,287
16,785
(9,122)
25,950
$
$
14
Net cash (used in) provided by operating activities
For the twelve months ended June 30, 2021, cash used in operating activities was $32.7 million, which primarily consisted of net income
of $23.0 million, adjusted for non-cash items including depreciation of $5.2 million, gain from the sale of capital assets of $5.9 million,
change in deferred income taxes of $2.1 million, stock-based compensation of $3.7 million and bad debt expense of $1.6 million. Net
cash used in operating assets and liabilities was $62.7 million. The cash used in operating assets and liabilities of $62.7 million, was
primarily due to an increase in trade receivables of $25.2 million due to higher sales, an increase in inventory of $90.6 million due to
inventory build for the beginning of fiscal 2022, partially offset by $9.4 million decline in other current assets primarily due to receipt
of an income tax net refund of $5.6 million and increases in accounts payable of $40.0 million and accrued liabilities of $4.0 million.
For the twelve months ended June 30, 2020, net cash provided by operating activities was $18.3 million, which primarily consisted of
net loss of $26.8 million, adjusted for non-cash depreciation of $8.4 million, gain from sale of capital assets of $19.0 million, stock-
based compensation of $4.9 million, asset impairment charges of $20.4 million, change in deferred income taxes of $5.5 million and
change in accounts receivable and VAT allowance of $0.5 million. Net cash provided by operating assets and liabilities was $25.6
million. The cash provided by operating assets and liabilities of $25.6 million, was primarily due to a decline in inventory and accounts
receivable of $23.1 million and $4.4 million, respectively, coupled with an increase in accounts payable of $9.3 million, partially offset
by a decline in accrued liabilities of $6.0 million.
Net cash provided by investing activities
For the twelve months ended June 30, 2021, net cash provided by investing activities was $16.1 million, primarily due to proceeds of
$18.6 million for the sale of our Dubuque, IA and Lancaster, PA, facilities and one of our Harrison, Arkansas facilities, partially offset
by capital expenditures of $2.6 million.
For the twelve months ended June 30, 2020, net cash provided by investing activities was $16.8 million, due to proceeds of $20.5 million
for the sale of our Riverside, California facility and other capital assets, partially offset by capital expenditures of $3.7 million.
Net cash used in financing activities
For the twelve months ended June 30, 2021, net cash used in financing activities was $30.2 million, primarily due to $29.8 million for
treasury stock purchases, dividends paid of $2.6 million and $1.3 million for tax payments on employee vested restricted shares.
For the twelve months ended June 30, 2020, net cash used in financing activities was $9.1 million, primarily due to dividends paid of
$7.0 million, treasury stock purchases of $1.6 million and $0.6 million for tax payments on employee vested restricted shares.
Line of Credit
On August 28, 2020, we entered into a secured $25.0 million credit facility with Dubuque Bank & Trust Company, with a two-year term
and interest of 1.50% plus LIBOR, subject to a floor of 3.0%, which floor was in effect on June 30, 2021. If LIBOR is redefined or
becomes unavailable, the Bank has sole discretion to substitute another index and adjust the rate spread, however it cannot materially
change the total interest cost without the Company’s advance written consent. The credit facility expires on August 28, 2022. The credit
facility is secured by essentially all of the Company’s assets, excluding real property and requires the Company maintain compliance
with certain financial and non-financial covenants. On June 30, 2021, the balance of the line of credit was $3.5 million.
Letters of credit outstanding at Wells Fargo Bank N.A. (“Wells”) as of June 30, 2021, totaled $1.1 million, of which $1.2 million of our
cash held at Wells is pledged as collateral.
Contractual Obligations
The following table summarizes our contractual obligations on June 30, 2021, and the effect these obligations are expected to have on
our liquidity and cash flow in the future (in thousands):
Operating lease obligations
$
34,357 $
6,790 $
10,409 $
5,264 $
11,894
Total
1 Year
2-3
Years
4-5
Years
More than
5 Years
On June 30, 2021, we had no capital lease obligations, and no purchase obligations for raw materials or finished goods.
15
Financing Arrangements
See Note 9 Credit Arrangements of Notes to Consolidated Financial Statements of this Annual Report on Form 10-K.
Outlook
The COVID-19 global pandemic presented unprecedented challenges during fiscal 2021. Our focus for fiscal 2022 will be to remain
financially agile with strong liquidity, accelerate profitable long-term growth in both retail and e-commerce sales channels, build global
supply chain resiliency, expand sourcing, manufacturing and distribution capacity to support future growth, strengthen digital
capabilities, reimagine the customer experience, and build strong culture and talent.
During fiscal 2022, the Company anticipates spending $11.5 million to $13.5 million for capital expenditures. The Company plans to
spend approximately $7 million for manufacturing capacity expansion, approximately $2.5 million for manufacturing productivity
improvements, and the remaining amounts for software maintenance and general maintenance. The Company believes it has access to
adequate working capital to meet these requirements.
Critical Accounting Policies
The discussion and analysis of our consolidated financial statements and results of operations are based on consolidated financial
statements prepared in accordance with generally accepted accounting principles (GAAP) in the United States of America. Preparation
of these consolidated financial statements requires the use of estimates and judgments that affect the reported results. We use estimates
based on the best information available in recording transactions and balances resulting from business operations. Estimates are used
for such items as collectability of trade accounts receivable and inventory valuation. Ultimate results may differ from these estimates
under different assumptions or conditions.
Accounts Receivable Allowances – we establish accounts receivable allowances to reduce trade accounts receivable to an amount that
reasonably approximates their net realizable value. Our accounts receivable allowances consist of an allowance for doubtful accounts
which is established through review of open accounts, historical collection, and historical write-off amounts. The amount ultimately
realized from trade accounts receivable may differ from the amount estimated in the consolidated financial statements.
Inventories – we value inventory at the lower of cost or net realizable value. Our inventory valuation reflects markdowns for the excess
of the cost over the amount expected to be realized and considers obsolete and excess inventory. Markdowns establish a new cost basis
for the Company’s inventory. Subsequent changes in facts or circumstances do not result in the reversal of previously recorded
markdowns or an increase in that newly established cost basis.
Valuation of Long–Lived Assets – we periodically review the carrying value of long-lived assets and estimated depreciable or
amortizable lives for continued appropriateness. This review is based upon projections of anticipated future cash flows and is performed
whenever events or changes in circumstances indicate that asset carrying values may not be recoverable or that the estimated depreciable
or amortizable lives may have changed. For assets held for sale, if the net book value of the asset is greater than its estimated fair value
less cost to sell, an impairment is recorded for the excess of net book value over estimated fair value less cost to sell. We recorded
impairments of none and $20.4 million in fiscal 2021 and 2020, respectively. The $20.4 million impairment recorded in fiscal 2020
include $2.9 million related to our leases of two showroom spaces.
Restructuring Costs – The Company groups exit or disposal cost obligations into three categories: Involuntary employee termination
benefits, costs to terminate contracts, and other associated costs. Involuntary employee termination benefits must be a one-time benefit,
and this element of restructuring cost is recognized as incurred upon communication of the plan to the identified employees. Costs to
terminate contracts are recognized upon termination agreement with the provider. Other associated restructuring costs are expensed as
incurred. Any inventory impairment costs as a result of restructuring activities are accounted for as cost of goods sold.
See Item 8. Note 1 Significant Accounting Policies of the Notes to the Company’s consolidated financial statements.
Recently Issued Accounting Pronouncements
16
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
General – Market risk represents the risk of changes in the value of a financial instrument, derivative or non-derivative, caused by
fluctuations in interest rates, foreign exchange rates and equity prices. As discussed below, management of the Company does not
believe that changes in these factors could cause material fluctuations in the Company’s results of operations or cash flows. The ability
to import furniture products can be adversely affected by political issues in the countries where suppliers are located, as well as
disruptions associated with shipping distances and negotiations with port employees. Other risks related to furniture product importation
include government imposition of regulations and/or quotas; duties, taxes or tariffs on imports; and significant fluctuation in the value
of the U.S. dollar against foreign currencies. Any of these factors could interrupt supply, increase costs, and decrease earnings.
Foreign Currency Risk – During fiscal years 2021, 2020, and 2019, the Company did not have sales, but had purchases and other
expenses denominated in foreign currencies. The market risk associated with currency exchange rates and prices is not considered
significant.
Interest Rate Risk – The Company’s primary market risk exposure regarding financial instruments is changes in interest rates. On June
30, 2021, the Company had $3.5 million outstanding on its line of credit.
17
Item 8. Financial Statements and Supplementary Data
Index to Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm
Report of Independent Registered Public Accounting Firm – Internal Control Over Financial Reporting
Consolidated Balance Sheets at June 30, 2021 and 2020
Consolidated Statements of Income for the Years Ended June 30, 2021, 2020 and 2019
Consolidated Statements of Comprehensive Income for the Years Ended June 30, 2021, 2020 and 2019
Consolidated Statements of Changes in Shareholders’ Equity for the Years Ended June 30, 2021, 2020 and 2019
Consolidated Statements of Cash Flows for the Years Ended June 30, 2021, 2020 and 2019
Notes to Consolidated Financial Statements
Schedule II Valuation and Qualifying Accounts
Page
19
21
22
23
23
24
25
26-39
42
18
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of Flexsteel Industries, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Flexsteel Industries, Inc. and Subsidiaries (the "Company") as of
June 30, 2021 and 2020, the related consolidated statements of income, comprehensive income, changes in shareholders’ equity, and
cash flows for each of the three years in the period ended June 30, 2021, the related notes and the schedule listed in the Index at Item
15 (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material
respects, the financial position of the Company as of June 30, 2021 and 2020, and the results of its operations and its cash flows for
each of the three years in the period ended June 30, 2021, in conformity with accounting principles generally accepted in the United
States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the Company's internal control over financial reporting as of June 30, 2021, based on criteria established in Internal
Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our
report dated September 8, 2021, expressed an unqualified opinion on the Company's internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the
Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to
be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error
or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and
significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that
our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was
communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material
to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of
critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by
communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or
disclosures to which it relates.
Inventories— Refer to Notes 1 and 3 to the financial statements
Critical Audit Matter Description
The Company has inventories of $161.1 million as of June 30, 2021. The Company records inventories at the lower of cost or net
realizable value utilizing the first-in, first-out (“FIFO”) method. The Company’s inventory valuation reflects markdowns for the
excess of the cost over the amount expected to be realized. Markdowns establish a new cost basis for the Company’s inventories.
Subsequent changes in facts or circumstances do not result in the reversal of previously recorded markdowns or an increase in that
newly established cost basis.
Given the quantitative and qualitative materiality of the balance, coupled with the judgments and subjectivity involved to estimate the
markdowns to the net realizable value of inventories, auditing management’s estimates of net realizable value required subjective
auditor judgment.
How the Critical Audit Matter Was Addressed in the Audit
19
Our audit procedures related to estimated net realizable value of manufactured inventories included the following, among others:
• We tested the design and operating effectiveness of internal controls over the inventory valuation process, including controls
over the inputs that are used in management’s inventory markdown for the excess of the cost over the amount expected to be
realized.
• We tested management's process to determine the inventory markdowns and net realizable value of inventory through
inquiries of management, and evaluation of accounting policies and process documentation.
• We tested the accuracy and completeness of the Company’s measurement of inventory markdowns using a sampling
approach. We evaluated the appropriateness of methodologies and assumptions used by management to estimate markdown
reserves including inventory quantities on-hand, historical sales activity, and other assumptions used by management.
• We evaluated management’s measurement of the inventory markdowns and net realizable value by testing the mathematical
accuracy of the Company’s calculation.
• We performed retrospective reviews of actual products sold in the current year against prior year inventory markdowns to net
realizable value.
/s/ Deloitte & Touche LLP
Minneapolis, MN
September 8, 2021
We have served as the Company's auditor since 1965.
20
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders
and the Board of Directors of Flexsteel Industries, Inc.
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Flexsteel Industries, Inc. and subsidiaries (the “Company”) as of June
30, 2021, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective
internal control over financial reporting as of June 30, 2021, based on criteria established in Internal Control — Integrated Framework
(2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the consolidated financial statements and financial statement schedule as of and for the year ended June 30, 2021, of the
Company and our report dated September 8, 2021 expressed an unqualified opinion on those financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of
the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal
Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial
reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with
respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities
and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness
exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such
other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our
opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the
company; (2) 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 (3) 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.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections
of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Deloitte & Touche LLP
Minneapolis, MN
September 8, 2021
21
FLEXSTEEL INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Amounts in thousands)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents
Trade receivables - less allowances: 2021, $3,240; 2020, $1,770
Inventories
Other
Assets held for sale
Total current assets
NONCURRENT ASSETS:
Property, plant and equipment, net
Operating lease right-of-use assets
Deferred income taxes
Other assets
TOTAL
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable - trade
Current portion of operating lease liabilities
Accrued liabilities:
Payroll and related items
Insurance
Restructuring costs
Advertising
Environmental remediation
Other
Total current liabilities
LONG-TERM LIABILITIES:
Operating lease liabilities, less current maturities
Line of Credit
Other liabilities
Total liabilities
COMMITMENTS AND CONTINGENCIES (Note 13)
SHAREHOLDERS' EQUITY:
June 30,
2021
2020
$
1,342 $
$
$
55,986
161,125
9,421
666
228,540
39,783
27,057
—
1,399
296,779 $
67,773 $
5,833
7,662
3,062
1,522
5,196
3,570
5,133
99,751
24,317
3,500
1,243
128,811
48,197
32,217
70,565
18,535
12,329
181,843
43,312
8,683
2,111
1,310
237,259
27,747
4,408
3,275
3,787
1,961
3,823
3,600
4,861
53,462
7,607
—
685
61,754
Common stock - $1 par value; authorized 15,000 shares; 8,133 shares issued and 6,848 shares
outstanding as of June 30, 2021 and 8,008 shares issued and 7,876 outstanding as of June 30,
2020
Additional paid-in capital
Treasury stock, at cost; 1,284 shares and 132 shares as of June 30, 2021 and 2020, respectively
Retained earnings
Total shareholders' equity
TOTAL
$
8,133
34,015
(31,320)
157,140
167,968
296,779 $
8,008
31,748
(1,563)
137,312
175,505
237,259
See accompanying Notes to Consolidated Financial Statements.
22
FLEXSTEEL INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Amounts in thousands, except per share data)
Net sales
Cost of goods sold
Gross margin
Selling, general and administrative
Restructuring expense
ERP impairment
(Gain) on disposal of assets
Litigation settlement costs
Operating income (loss)
Other income (expense):
Other income
Interest (expense)
Total other income
Income (loss) before income taxes
Income tax provision (benefit)
Net income (loss)
Weighted average number of common shares outstanding:
Basic
Diluted
Earnings (loss) per share of common stock
Basic
Diluted
2021
For the years ended June 30,
2020
2019
478,925 $
382,195
96,730
67,977
3,422
—
(5,881)
12
31,200
277
(10)
267
31,467
8,419
23,048 $
366,926 $
313,873
53,053
72,442
34,222
—
(19,216)
—
(34,395)
720
(82)
638
(33,757)
(6,913)
(26,844) $
7,200
7,468
7,956
7,956
3.20 $
3.09 $
(3.37) $
(3.37) $
443,588
373,648
69,940
81,298
10,048
21,273
—
475
(43,154)
546
—
546
(42,608)
(10,003)
(32,605)
7,889
7,889
(4.13)
(4.13)
$
$
$
$
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Amounts in thousands)
Net income (loss)
Other comprehensive income (loss):
2021
For the years ended June 30,
2020
$
23,048 $
(26,844) $
2019
(32,605)
Unrealized (losses) gains on securities
Reclassification of realized gains (losses) on securities to other income
Unrealized (losses) gains on securities before taxes
Income tax benefit (expense) related to securities gains (losses)
Net unrealized (losses) gains on securities
Minimum pension liability
Income tax expense related to minimum pension liability
Net minimum pension asset
Other comprehensive income (loss), net of tax
Comprehensive income (loss)
$
—
—
—
—
—
—
—
—
—
23,048 $
(18)
7
(11)
3
(8)
—
—
—
(8)
(26,852) $
368
(321)
47
(13)
34
2,727
(709)
2,018
2,052
(30,553)
See accompanying Notes to Consolidated Financial Statements.
23
FLEXSTEEL INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(Amounts in thousands)
G
Balance at June 30, 2018
Issuance of common stock:
Stock options exercised, net
Unrealized gain on available for sale
investments, net of tax
Long-term incentive compensation
Stock-based compensation
Minimum pension liability adjustment, net of
tax
Cash dividends declared
Net loss
Additional
Total Par
Value of
Common
Shares ($1
Par)
7,868 $
$
Treasury
Paid-In
Capital
26,321 $
Retained
Earnings
209,553 $
Accumulated
Other
Comprehensive
(Loss) Income
5
—
7
23
—
—
76
—
(315)
1,430
—
—
Stock
— $
—
—
—
—
—
—
—
— $
—
—
—
—
—
(6,944)
(32,605)
170,004 $
Balance at June 30, 2019
$
7,903 $
27,512 $
Issuance of common stock:
Stock options exercised, net
Unrealized gain on available for sale
investments, net of tax
Long-term incentive compensation
Stock-based compensation
Treasury stock purchases
Cash dividends declared
Net loss
ASU 2016-02 adoption
Balance at June 30, 2020
Issuance of common stock:
Stock options exercised, net
Long-term incentive compensation
Stock-based compensation
Treasury stock purchases
Cash dividends declared
Net Income
$
Balance at June 30, 2021
$
2
—
—
103
—
—
—
—
8,008 $
13
—
112
—
—
—
8,133 $
19
—
447
3,770
—
—
—
—
—
—
—
—
(1,563)
—
—
—
—
—
—
—
—
(5,782)
(26,844)
(66)
31,748 $
(1,563) $
137,312 $
(30)
2,321
(24)
—
—
—
—
—
—
(29,757)
—
—
34,015 $ (31,320) $
—
—
—
—
(3,220)
23,048
157,140 $
(2,044) $
—
34
—
—
2,018
—
—
8 $
—
(8)
—
—
—
—
—
—
— $
—
—
—
—
—
—
— $
Total
241,698
81
34
(308)
1,453
2,018
(6,944)
(32,605)
205,427
21
(8)
447
3,873
(1,563)
(5,782)
(26,844)
(66)
175,505
(17)
2,321
88
(29,757)
(3,220)
23,048
167,968
Cash dividends declared per common share were $0.45, $0.71, and $0.88 for the fiscal years ended June 30, 2021, 2020 and 2019, respectively.
See accompanying Notes to Consolidated Financial Statements.
24
FLEXSTEEL INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
OPERATING ACTIVITIES:
Net income (loss)
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation
Deferred income taxes
Stock-based compensation expense
Changes in provision for losses on accounts receivable
Change in reserve for VAT receivable
Dubuque and Starkville property, plant and equipment impairment
Right-of-use asset impairment
ERP impairment
(Gain) on disposition of capital assets
Defined benefit plan termination
Changes in operating assets and liabilities:
Trade receivables
Inventories
Other current assets
Other assets
Accounts payable - trade
Accrued liabilities
Other long-term liabilities
Net cash (used in) provided by operating activities
INVESTING ACTIVITIES:
Purchases of investments
Proceeds from sale of investments
Proceeds from sale of capital assets
Capital expenditures
Net cash provided by (used in) investing activities
FINANCING ACTIVITIES:
Dividends paid
Treasury stock purchases
Proceeds from lines of credit
Payments on lines of credit
Proceeds from issuance of common stock
Shares withheld for tax payments on vested shares
and options exercised
Net cash (used in) financing activities
(Decrease) increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
SUPPLEMENTAL INFORMATION
Cash paid for amounts included in lease liabilities
Right-of-use assets exchanged for lease liabilities
Interest paid
Income taxes (refunded) paid
Capital expenditures in accounts payable
2021
For the years ended June 30,
2020
2019
$
23,048 $
(26,844) $
(32,605)
5,210
2,111
3,738
1,470
(237)
—
—
—
(5,948)
—
(25,239)
(90,560)
9,351
(90)
39,893
3,957
604
(32,692)
(47)
46
18,643
(2,580)
16,062
(2,622)
(29,757)
8,500
(5,000)
94
(1,440)
(30,225)
(46,855)
48,197
1,342 $
4,511 $
22,770 $
10 $
(5,556) $
133 $
8,370
5,453
4,877
1,520
(1,998)
17,482
2,878
—
(19,033)
—
4,419
23,093
(5,040)
208
9,334
(6,018)
(414)
18,287
(1,689)
1,695
20,467
(3,688)
16,785
(7,022)
(1,563)
15,000
(15,000)
21
(558)
(9,122)
25,950
22,247
48,197 $
4,060 $
3,573 $
82 $
(4,304) $
75 $
7,440
(6,121)
1,355
(40)
2,612
—
—
21,273
(71)
2,455
3,136
2,545
(3,540)
(2,589)
5,128
5,535
201
6,714
(13,042)
28,970
248
(21,346)
(5,170)
(6,918)
—
—
—
81
(210)
(7,047)
(5,503)
27,750
22,247
—
—
—
1,190
142
$
$
$
$
$
$
See accompanying Notes to Consolidated Financial Statements.
25
FLEXSTEEL INDUSTRIES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
DESCRIPTION OF BUSINESS – Flexsteel Industries, Inc. and Subsidiaries (the “Company”) is one of the largest manufacturers,
importers and online marketers of residential furniture and products in the United States. Product offerings include a wide variety of
furniture such as sofas, loveseats, chairs, reclining and rocker-reclining chairs, swivel rockers, sofa beds, convertible bedding units,
occasional tables, desks, dining tables and chairs and bedroom furniture. A featured component in most of the furniture is a unique steel
drop-in seat spring from which the name “Flexsteel” is derived. The Company distributes its products throughout the United States
through its e-commerce channel and dealer network.
COVID-19 – in March 2020, a novel strain of coronavirus (“COVID-19”) was declared a global pandemic by the World Health
Organization. This pandemic has negatively affected the U.S. and global economies, disrupted global supply chains and financial
markets, led to significant travel and transportation restrictions, including mandatory business closures and orders to shelter in place.
The Company’s business operations and financial performance for the fiscal year 2020 were impacted by COVID-19. During the year
ended June 30, 2021, the Company has seen improvement in our business conditions as retailers have reopened and orders have
increased, however, we continue to see supply chain challenges faced by the furniture industry due to limited availability of ocean
containers and significant increases in ocean container rates, limited availability and inflationary pressures in key materials, and labor
shortages both in Asia and the United States. The COVID-19 pandemic remains fluid and the extent of the impact to our business may
be significant, however, we are unable to predict the extent or nature of these impacts at this time.
PRINCIPLES OF CONSOLIDATION – the consolidated financial statements include the accounts of Flexsteel Industries, Inc. and its
wholly owned subsidiaries. All intercompany transactions and accounts have been eliminated in consolidation. The Company’s
consolidated financial statements and results of operations are based on consolidated financial statements prepared in accordance with
Generally Accepted Accounting Principles (GAAP) in the United States of America.
USE OF ESTIMATES – the preparation of consolidated financial statements in conformity with GAAP in the United States of America
requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and
accompanying notes. Ultimate results could differ from those estimates.
FAIR VALUE – the Company’s cash and cash equivalents, investments, accounts receivable, other current assets, accounts payable and
certain accrued liabilities are carried at amounts which reasonably approximate their fair value due to their short-term nature. GAAP on
fair value measurement for certain financial assets and liabilities require that each asset and liability carried at fair value be classified
into one of the following categories: Level 1: Quoted market prices in active markets for identical assets and liabilities; Level 2:
Observable market-based inputs or unobservable inputs that are corroborated by market data; or Level 3: Unobservable inputs that are
not corroborated by market data. The Company has not changed its valuation techniques in measuring the fair value of any financial
assets and liabilities during the period.
ACCOUNTS RECEIVABLE ALLOWANCES – the Company establishes accounts receivable allowances to reduce trade accounts
receivable to an amount that reasonably approximates their net realizable value. The Company’s accounts receivable allowances consist
of an allowance for doubtful accounts which is established through review of open accounts, historical collection, and historical write-
off amounts. The amount ultimately realized from trade accounts receivable may differ from the amount estimated in the consolidated
financial statements.
INVENTORIES – are stated at the lower of cost or net realizable value utilizing the first-in - first-out (“FIFO”) method.
PROPERTY, PLANT AND EQUIPMENT – is stated at cost and depreciated using the straight-line method over the estimated useful
lives of the assets.
VALUATION OF LONG–LIVED ASSETS – the Company periodically reviews the carrying value of long-lived assets and estimated
depreciable or amortizable lives for continued appropriateness. This review is based upon projections of anticipated future cash flows
and is performed whenever events or changes in circumstances indicate that asset carrying values may not be recoverable or that the
estimated depreciable or amortizable lives may have changed. For assets held for sale, if the net book value of the asset is greater than
its estimated fair value less cost to sell, an impairment is recorded for the excess of net book value over estimated fair value less cost to
sell.
ASSETS HELD FOR SALE – Assets held for sale represent land, buildings, machinery and equipment for locations that have met the
criteria of “held for sale” accounting, as specified by Accounting Standards Codification (“ASC”) 360, “Property, Plant, and
26
Equipment.” Once an asset is classified as held for sale, the Company ceases deprecating the asset. The assets held for sale are being
marketed for sale and it is the Company’s intention to complete the sale of the assets within the upcoming year.
RESTRUCTURING COSTS - The Company groups exit or disposal cost obligations into three categories: Involuntary employee
termination benefits, costs to terminate contracts, and other associated costs. Involuntary employee termination benefits must be a one-
time benefit, and this element of restructuring cost is recognized as incurred upon communication of the plan to the identified employees.
Costs to terminate contracts are recognized upon termination agreement with the provider. Other associated restructuring costs are
expensed as incurred. Any inventory impairment costs as a result of restructuring activities are accounted for as cost of goods sold.
LEASES – The Company accounts for its leases in accordance with Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic
842) (“ASC 842”). ASC 842 requires lessees to (i) recognize a right of use asset (“ROU asset”) and a lease liability that is measured at
the present value of the remaining lease payments, on the consolidated balance sheets, (ii) recognize a single lease cost, calculated over
the lease term on a straight-line basis and (iii) classify lease related cash payments within operating and financing activities. The
Company has made an accounting policy election to not recognize short-term leases on the consolidated balance sheets and all non-
lease components, such as common area maintenance, were excluded. See Note 2, Leases, for the Company’s lease disclosures.
WARRANTY – the Company estimates the amount of warranty claims on sold product that may be incurred based on current and
historical data. The actual warranty expense could differ from the estimates made by the Company based on product performance.
REVENUE RECOGNITION – Revenue is recognized when control of the promised goods or services is transferred to our customers,
in an amount that reflects the consideration that we expect to receive in exchange for those goods or services. We generate revenue
primarily by manufacturing and delivering furniture products to independent furniture retailers in the United States. Each unit of furniture
is a separate performance obligation. We satisfy our performance obligations when control of our product is passed to our customer,
which is the point in time that our customers are able to direct the use of and obtain substantially all of the remaining economic benefit
of the goods or services. Net sales consist of product sales and shipping and handling charges, net of adjustments for returns and
allowances. Shipping and handling costs are included in cost of goods sold.
The Company’s revenues result from the sale of goods and reflect the consideration to which the Company expects to be entitled.
Revenue is reduced by appropriate allowances, estimated returns, price concessions, or similar adjustments as applicable. The Company
records revenue based on a five-step model in accordance with ASC 2014-09, Revenue from Contracts with Customers (Topic 606). For
its customer contracts, typically purchase orders, the Company identifies the performance obligations (goods), determines the transaction
price, allocates the contract transaction price to the performance obligations, and recognizes the revenue when the performance
obligation is transferred to the customer. A good is transferred when the customer obtains control of that good and risk of loss transfers
at a point in time.
Provisions for customer volume rebates, product returns, discounts and allowances are variable consideration and are recorded as a
reduction of revenue in the same period the related sales are recorded. Such provisions are calculated based upon historical data and
discount percentages, set with each customer. Consideration given to customers for cooperative advertising is recognized as a reduction
of revenue except to the extent there is a distinct good or service and evidence of the fair value of the advertising, in which case the
expense is classified as selling, general and administrative expense (SG&A).
The Company has a limited lifetime warranty on all products. The Company does not offer the option to purchase warranties. The
Company accounts for warranties under ASC 460, Guarantees, and not as variable consideration related to revenue.
Occasionally, the Company receives deposits from customers before it has transferred control of the product to customers, resulting in
contract liabilities. These contract liabilities are reported within “Accounts payable - trade” in the consolidated balance sheets. As of
June 30, 2021, the Company had $0.16 million of customer deposits. As of June 30, 2020, the Company had $0.2 million of customer
deposits.
Upon adoption of ASC 606, the Company elected the following practical expedients and policy elections:
• The Company did not adjust contract prices for the effects of a significant financing component, as it expects the period when
the goods or services are transferred to the customer and when the customer pays for those goods and services to be less than a
year.
• Costs for shipping and handling activities that occur before the customer obtains control of the product are accounted for as
fulfillment activities. Accordingly, these expenses are recorded at the same time the Company recognizes revenue.
•
Incremental costs of obtaining a contract, specifically commissions, are recorded as an SG&A expense when incurred.
• All taxes imposed on and concurrent with revenue-producing transactions and collected by the Company from a customer,
including sales, use, excise, and franchise taxes are excluded from the measurement of the transaction price.
27
The following table disaggregates the Company’s net sales by product category:
(in thousands)
Residential
Contract
2021
For the years ended June 30,
2020
$
$
476,519 $
2,406
478,925 $
331,879 $
35,047
366,926 $
2019
374,473
69,115
443,588
ADVERTISING COSTS – are charged to selling, general and administrative expense in the periods incurred. The Company conducts
no direct-response advertising programs and there are no assets related to advertising recorded on the consolidated balance sheets.
Advertising expenditures, primarily shared customer advertising in which an identifiable benefit is received and national trade-
advertising programs, were approximately $3.9 million, $3.4 million, and $4.3 million in fiscal years 2021, 2020 and 2019, respectively.
CREDIT LOSSES – In June 2016, the Financial Accounting Standards Board (“FASB“) issued ASU 2016-13 “Financial Instruments -
Credit Losses (“Topic 326”)” and also issued subsequent amendments to the initial guidance under ASU 2018-19, ASU 2019-04 and
ASU 2019-05 (collectively Topic 326). Topic 326 requires the measurement and recognition of expected credit losses for financial
assets held at amortized cost. This replaces the existing incurred loss model with an expected loss model and requires the use of forward-
looking information to calculate credit loss estimates. Topic 326 must be adopted by applying a cumulative effect adjustment to retained
earnings. Effective July 1, 2020, the Company adopted Topic 326 and there was no impact to the Company’s financial statements.
DESIGN, RESEARCH AND DEVELOPMENT COSTS – are charged to selling, general and administrative expense in the periods
incurred. Expenditures for design, research and development costs were approximately $1.9 million, $4.0 million, and $4.4 million in
fiscal years 2021, 2020 and 2019, respectively.
INSURANCE – the Company is self-insured for health care and most workers’ compensation up to predetermined amounts above which
third party insurance applies. The Company purchases specific stop-loss insurance for individual health care claims in excess of
$175,000 per plan year. For workers’ compensation the Company retains the first $250,000 per claim and purchases excess coverage
up to the statutory limits for amounts in excess of the retention limit. Losses are accrued based upon the Company’s estimates of the
aggregate liability for claims incurred using certain actuarial assumptions followed in the insurance industry and based on Company
experience. The Company records these insurance accruals within “Accrued liabilities – insurance” on the consolidated balance sheets.
INCOME TAXES – the Company uses the liability method of accounting for income taxes. Under this method, deferred tax assets and
liabilities are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured
using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company recognizes in its
financial statements the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained
on examination by the taxing authorities, based on the technical merits of the position.
EARNINGS PER SHARE (EPS) – basic EPS of common stock is based on the weighted-average number of common shares outstanding
during each fiscal year. Diluted EPS of common stock includes the dilutive effect of potential common shares outstanding. The
Company’s potential common shares outstanding are stock options, shares associated with the long-term management incentive
compensation plan and non-vested restricted shares. The Company calculates the dilutive effect of outstanding options using the treasury
stock method; all options are anti-dilutive when there is a loss. Anti-dilutive shares are not included in the computation of diluted EPS
when their exercise price was greater than the average closing market price of the common shares. The Company calculates the dilutive
effect of shares related to the long-term management incentive compensation plan and non-vested shares based on the number of shares,
if any, that would be issuable if the end of the fiscal year were the end of the contingency period. In computing EPS, net income as
reported for each respective period is divided by the fully diluted weighted average number of shares outstanding:
28
(in thousands)
Basic shares
Potential common shares:
Stock options
Long-term incentive plan
Diluted shares
Anti-dilutive shares
2021
June 30,
2020
7,200
151
117
268
7,468
671
7,956
—
—
—
7,956
634
2019
7,889
-
-
-
7,889
112
STOCK–BASED COMPENSATION – the Company recognizes compensation expense related to the cost of employee services
received in exchange for Company equity interests based on the award’s fair value at the date of grant. The Company recognizes long-
term incentive compensation plan expenses during the three-year performance periods; stock awards are issued following the end of the
performance periods and are subject to verification of results and Compensation Committee of the Board of Directors approval. See
Note 11, Stock-Based Compensation.
SEGMENT REPORTING – the Company operates in one reportable segment, furniture products. The Company’s operations involve
the distribution of manufactured and imported furniture for residential and contract markets. The Company’s furniture products are sold
primarily throughout the United States and Canada by the Company’s internal sales force and various independent representatives. The
Company makes minimal export sales. No single customer accounted for more than 10% of net sales.
TREASURY STOCK – treasury stock purchases are stated at cost and presented as a reduction of equity on the consolidated balance
sheets. On June 1, 2020, the Company’s Board of Directors authorized a $6 million share repurchase program through June 9, 2021. On
August 20, 2020, the Company’s Board of Directors authorized an additional $8 million share repurchase program to begin on September
4, 2020, through September 3, 2021. On October 22, 2020, the Company’s Board of Directors authorized another $30 million share
repurchase program through October 29, 2023. As of October 31, 2020, the $6 million and $8 million repurchase programs were
completed. As of June 30, 2021, the Company has purchased a total of 1,283,785 shares at a cost of $31.3 million under the three
programs and has $12.6 million remaining in the $30 million share repurchase program.
Unadopted Accounting Pronouncements
In December 2019, the FASB issued ASU 2019-12 “Income Taxes Simplifying the Accounting for Income Taxes (Topic 740)” as part
of its initiative to reduce complexity in the accounting standards. The amendments in ASU 2019-12 eliminate certain exceptions related
to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of
deferred tax liabilities for outside basis differences. ASU 2019-12 also clarifies and simplifies other aspects of the accounting for income
taxes. The amendments in this guidance are effective for fiscal years beginning after December 15, 2020, with early adoption
permitted. The Company does not expect adoption of the new guidance to have a significant impact on its financial statements.
2. LEASES
The Company accounts for its leases in accordance with ASU No. 2016-02, Leases (Topic 842) (“ASC 842”). ASC 842 requires lessees
to (i) recognize a right of use asset (“ROU asset”) and a lease liability that is measured at the present value of the remaining lease
payments, on the consolidated balance sheets, (ii) recognize a single lease cost, calculated over the lease term on a straight-line basis
and (iii) classify lease related cash payments within operating and financing activities. The Company has made an accounting policy
election to not recognize short-term leases on the consolidated balance sheets and all non-lease components, such as common area
maintenance, were excluded. At any given time during the lease term, the lease liability represents the present value of the remaining
lease payments, and the ROU asset is measured as the amount of the lease liability, adjusted for pre-paid rent, unamortized initial direct
costs and the remaining balance of lease incentives received. Both the lease ROU asset and liability are reduced to zero at the end of the
lease term.
The Company leases distribution centers and warehouses, manufacturing facilities, showrooms, and office space. At the lease inception
date, the Company determines if an arrangement is, or contains a lease. Some of the Company’s leases include options to renew at
similar terms. The Company assesses these options to determine if the Company is reasonably certain of exercising these options based
on relevant economic and financial factors. Options that meet these criteria are included in the lease term at the lease commencement
date.
29
For purposes of measuring the Company’s ROU asset and lease liability, the discount rate utilized by the Company was based on the
average interest rates effective for the Company’s line of credit. Some of the Company’s leases contain variable rent payments, including
common area maintenance and utilities. Due to the variable nature of these costs, they are not included in the measurement of the ROU
asset and lease liability.
The components of the Company’s leases reflected on the Company’s consolidated statements of income were as follows:
(in thousands)
Operating lease expense
Variable lease expense
Total lease expense
June 30, 2021
$
$
4,790
301
5,091
$
$
June 30, 2020
5,023
273
5,296
Other information related to leases and future minimum lease payments under non-cancellable operating leases as were as follows:
Fiscal year
(in thousands)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases
Right-of-use assets obtained in exchange for lease liabilities:
Operating leases
Weighted-average remaining lease term (in years):
Operating leases
June 30, 2021
June 30, 2020
$
4,511
4,060
$
22,770
3,573
4.5
1.8
3.2%
3.5%
June 30, 2021
June 30, 2020
$
$
$
6,790
5,858
4,551
2,807
2,457
11,894
34,357
4,207
30,150
4,804
3,263
2,141
2,189
398
—
12,795
780
12,015
Weighted-average discount rate:
Operating leases
Fiscal year
(in thousands)
Within one year
After one year and within two years
After two years and within three years
After three years and within four years
After four years and within five years
After five years
Total future minimum lease payments
Less – Discount
Lease liability
3. INVENTORIES
A comparison of inventories is as follows:
(in thousands)
Raw materials
Work in process and finished parts
Finished goods
Total
June 30,
2021
2020
$
$
22,500 $
6,234
132,391
161,125 $
11,119
3,925
55,521
70,565
30
4. PROPERTY, PLANT AND EQUIPMENT
(in thousands)
Land
Buildings and improvements
Machinery and equipment
Delivery equipment
Furniture and fixtures
Computer software and hardware
Construction in progress
Total
Less accumulated depreciation
Net
Estimated
Life (Years)
June 30,
2021
2020
5-39
3-7
3-5
3-7
3-10
$
$
3,457 $
49,166
17,038
3,203
3,628
12,058
377
88,927
(49,144)
39,783 $
3,498
51,237
16,781
15,701
3,676
9,633
1,478
102,004
(58,692)
43,312
The Company recognized impairment charges of $0, $17.5 million, and $21.3 million in fiscal 2021, 2020 and 2019, respectively. The
$17.5 million impairment charge in fiscal 2020 primarily resulted from the previously announced exit of the Company’s Vehicle Seating
and remaining Hospitality product lines, which resulted in the closure of the Company’s Dubuque, Iowa and Starkville, Mississippi
manufacturing facilities, and is recorded in restructuring expense on the Company’s consolidated statements of income. The Company
recorded these assets as held for sale as of June 30, 2020, see Note 6 Assets held for Sale for more information. The $21.3 million
impairment charge in fiscal 2019 was primarily due to reassessment of the Company’s future deployment related to its SAP
implementation and is reflected in the ERP impairment of the Company’s consolidated statements of income.
5. RESTRUCTURING
On May 15, 2019, the Company announced its plans to exit the Commercial Office and custom-designed Hospitality product lines which
represent approximately 7% of its revenue, and subsequently closed its Riverside, California manufacturing facility. On September 26,
2019, the Company closed on the sale of the Riverside property resulting in net proceeds to the Company of $19.6 million after
customary closing costs, prorations, and sales commissions and the Company recorded a pre-tax gain of $18.9 million and is reflected
in the Gain (loss) on disposal assets of the Company’s consolidated statements of income. These changes were initial outcomes driven
from customer and product line profitability and footprint utilization analyses in the fourth quarter of fiscal 2019.
On June 18, 2019, the Company announced it completed the analysis and planning process and set forth the comprehensive
transformation program to be executed over a two-year period, which includes previously announced restructuring activities on May 15,
2019. The transformation program includes activities such as business simplification, process improvement, exiting of non-core
businesses, facility closures, and reductions in work force. The Company has substantially completed the portion of the restructuring
activities related to the exit of the Commercial Office and custom-designed Hospitality product lines.
On April 28, 2020, the Company announced it will exit the Vehicle Seating and the remainder of the Hospitality product lines, and
subsequently closed its Dubuque, Iowa and Starkville, Mississippi manufacturing facilities. The Company has completed substantially
all the restructuring activities related to the exit of the Vehicle Seating and the remainder of the Hospitality product lines during fiscal
2021.
As a result of these planned actions, the Company planned to incur pre-tax restructuring and related expenses of approximately $56 to
$58 million over this two-year timeframe and listed several properties for sale. Total cumulative restructuring and related costs incurred
as of June 30, 2021, was $58.7 million.
31
The following is a summary of restructuring costs:
(in thousands)
Inventory impairment
One-time employee termination benefits
Contract (recoveries) termination costs
Fixed asset impairments
Other associated costs
Total restructuring and related expenses
Reported as:
Cost of goods sold
Operating expenses
2021
For the years ended June 30,
2020
2019
45
433
—
—
2,989
3,467
45
3,422
$
$
$
$
3,241
2,455
(58)
17,482
14,343
37,463
3,241
34,222
$
$
$
$
7,653
3,775
249
—
6,024
17,701
7,653
10,048
$
$
$
$
Other associated costs include legal and professional fees, stock-based compensation expense for retention restricted stock units in
connection with the Company’s restructuring plan, on-going facilities and transition costs.
The roll forward of the accrued restructuring costs is as follows, for the years ended June 30, 2021, 2020, and 2019:
(in thousands)
Inventory
Impairment
One-time
Employee
Termination
Benefits
Contract
Termination
Costs
Fixed Asset
Impairments
Other
Associated
Costs
Accrual balance at June 30, 2019
$
— $
Costs incurred
Expenses paid
Non-cash
Accrual balance at June 30, 2020
$
Costs incurred
Expenses paid
Non-cash
Accrual balance at June 30, 2021
$
6. ASSETS HELD FOR SALE
3,241
—
(3,241)
— $
45
(45)
—
— $
1,731 $
2,455
(2,573)
—
1,613 $
433
(414)
(130)
1,502 $
249 $
(58)
(81)
—
110 $
—
(110)
—
— $
— $
17,482
—
(17,482)
— $
—
—
—
— $
4,223 $
14,343
(15,409)
(2,919)
238 $
2,989
(3,207)
—
20 $
Total
6,203
37,463
(18,063)
(23,642)
1,961
3,467
(3,776)
(130)
1,522
During fiscal year 2020, the Company committed to a plan to sell assets located at the Company’s Harrison, Arkansas, Dubuque, Iowa,
and Starkville, Mississippi locations as part of the Company’s restructuring plan, see Note 5 Restructuring. A summary of the assets
held for sale is included in the table below as of June 30, 2021.
Location
(in thousands)
Harrison, Arkansas
Starkville, Mississippi
Asset Category
Building & building improvements
Land & land improvements
Machinery & equipment
Building & building improvements
Land & land improvements
Cost
Accumulated
Depreciation
Net Book
Value
$
$
1,000 $
86
1,330
4,615
694
7,725 $
(1,000) $
(36)
(1,330)
(4,254)
(439)
(7,059) $
—
50
—
361
255
666
32
7. OTHER NONCURRENT ASSETS
(in thousands)
Cash value of life insurance
Other
Total
8. ACCRUED LIABILITIES – OTHER
(in thousands)
Dividends
Warranty
Other
Total
9. CREDIT ARRANGEMENTS
June 30,
2021
2020
1,042 $
357
1,399 $
1,033
277
1,310
June 30,
2021
2020
1,165 $
805
3,163
5,133 $
567
1,029
3,265
4,861
$
$
$
$
The Company had an unsecured credit agreement with Wells Fargo Bank N.A. (“Wells”) that provided short-term capital financing up
to $10.0 million with interest of LIBOR plus 1%. The credit agreement expired on June 30, 2020 and there was no balance outstanding
as June 30, 2020. Letters of credit outstanding at Wells as of June 30, 2020, totaled $1.2 million, of which $1.3 million of the Company’s
cash held at Wells was pledged as collateral.
On August 28, 2020, the Company entered into a secured $25.0 million credit facility with Dubuque Bank & Trust Company, with a
two-year term and interest of 1.50% plus LIBOR, subject to a floor of 3.0%, which floor was in effect on June 30, 2021. If LIBOR is
redefined or becomes unavailable, the Bank has sole discretion to substitute another index and adjust the rate spread, however it cannot
materially change the total interest cost without the Company’s advance written consent. The credit facility expires on August 28, 2022.
The credit facility is secured by essentially all the Company’s assets, excluding real property and requires the Company maintain
compliance with certain financial and non-financial covenants. The balance of borrowings at June 30, 2021 was $3.5 million.
Letters of credit outstanding at Wells Fargo Bank N.A. (“Wells”) as of June 30, 2021, totaled $1.1 million, of which $1.2 million of the
Company’s cash held at Wells is pledged as collateral.
10. INCOME TAXES
On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was enacted and signed into law in
response to the COVID-19 global pandemic. Certain provisions of the CARES Act impacted the fiscal year 2020. The CARES Act
permits net operating losses (“NOLs”) incurred in tax years 2018, 2019, and 2020, (the Company’s fiscal years 2019, 2020 and 2021)
to offset 100% of taxable income and be carried back to each of the five preceding taxable years to generate a refund of previously paid
income taxes. The Company evaluated the impact of the CARES Act during the year ended June 30, 2020, and recorded an income tax
receivable of $4.5 million for the benefit of carrying back the fiscal year 2020 NOL and an income tax receivable of $8.2M for the
benefit of carryback the fiscal year 2019 NOL. As the Company is carrying the losses back to years beginning before January 1, 2018,
the receivables were recorded at the previous 35% federal tax rate rather than the current statutory rate of 21%.
The Company recognizes deferred tax assets to the extent that they believe the assets are more likely than not to be realized. In making
such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable
temporary differences, projected future taxable income, tax planning strategies, and results of recent operations. As of June 30, 2021,
it was determined the Company has not reached a more likely than not position that the Company will realize all its deferred tax
assets. Therefore, the Company has recorded a valuation allowance against the federal and state deferred tax assets of $7.3 million.
33
Income tax expense was calculated based upon the following components of income (loss) before income taxes for the years ended
June 30:
(in thousands)
United States
Outside the United States
Income (loss) before income taxes
2021
2020
$
$
33,353 $
(1,886)
31,467 $
(32,395) $
(1,362)
(33,757) $
2019
(42,457)
(151)
(42,608)
The income tax benefit (provision) is as follows for the years ended June 30:
(in thousands)
Federal - current
State and other - current
Deferred
Total
2021
2020
2019
$
$
(5,480) $
(828)
(2,111)
(8,419) $
12,668 $
(302)
(5,453)
6,913 $
3,933
(71)
6,141
10,003
Reconciliation between the U.S. federal statutory tax rate and the effective tax rate is as follows for the years ended June 30:
Federal statutory tax rate
State taxes, net of federal effect
Foreign rate differential
Remeasurement of deferred tax assets and valuation
allowance
Beginning of year true ups
Stock FMV over Award
Tax rate change on net operating loss carryback
related to CARES Act
Other
Effective tax rate
2021
2020
2019
21.0 %
4.0
2.8
(3.7)
4.0
(1.4)
—
0.1
26.8 %
21.0 %
3.3
—
(20.0)
—
—
17.2
(1.0)
20.5 %
21.0 %
4.1
—
0.1
—
—
—
(1.7)
23.5 %
The components of the gross liabilities related to unrecognized tax benefits and the related deferred tax assets are as follows:
(in thousands)
Gross unrecognized tax benefits
Accrued interest and penalties
Gross liabilities related to unrecognized tax benefits
Deferred tax assets
Valuation allowance
Net deferred tax assets
June 30,
2021
2020
$
$
$
640 $
195
835 $
155
(155)
— $
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:
(in thousands)
Balance at July 1
Additions based on tax positions related to the current year
Reductions for tax positions of prior years
Balance at June 30
2021
2020
2019
$
$
380 $
260
—
640 $
380 $
—
—
380 $
380
160
540
90
(90)
—
500
—
(120)
380
The Company records interest expense and penalties related to income taxes as income tax expense in the consolidated statements of
income. The Company does not expect that there will be any positions for which it is reasonably possible that the total amounts of
unrecognized tax benefits will significantly increase or decrease within the next twelve months. The amount of unrecognized tax benefits
as of June 30, 2021, and 2020 that if recognized, would affect the effective tax rate was $0.6 million and $0.5 million respectively.
34
The primary components of deferred tax assets and (liabilities) are as follows:
(in thousands)
Accounts receivable
Inventory
Self-insurance
Payroll and related
Accrued liabilities
Property, plant and equipment
Investment tax credit
Valuation allowance
Net operating loss carryover
Lease assets
Lease liabilities
Other
Total
June 30,
2021
2020
825 $
769
35
817
1,403
(76)
2,158
(7,312)
388
(7,870)
8,708
155
— $
484
112
118
968
3,066
1,445
2,164
(8,481)
1,085
(2,498)
3,456
192
2,111
$
$
At June 30, 2021, certain state tax attribute carryforwards of $2.5 million were available, with $0.6 million of credits expiring between
2021 and 2029, $1.6 million of credits with an indefinite carryforward period, and $4 million of state NOLs carryforward. Some of the
state NOLs carryforward will have an indefinite carryforward and some will expire in varying amounts between 2025 and 2040. As of
June 30, 2021, it was determined the Company has not reached a more likely than not position the Company will realize any portion of
the state attribute carryforwards. Therefore, the Company has recorded a valuation allowance against the state attribute carryforward.
As of June 30, 2021, it was determined the Company has not reached a more likely than not position that the Company will realize all
of its U.S. federal deferred tax assets. Therefore, the Company has a recorded a valuation allowance against its U.S federal deferred tax
assets for $7.3 million.
The Company is subject to U.S. federal income tax as well as income tax of multiple state and foreign jurisdictions. Generally, tax years
2017-2020 remain open to examination by the Internal Revenue Service or other taxing jurisdictions to which the Company is subject.
11. STOCK-BASED COMPENSATION
The Company accounts for its stock-based compensation plans in accordance with ASC 718, Stock Compensation, which requires the
Company to measure all share-based payments at grant date fair value and recognize the cost over the requisite service period. Restricted
shares and restricted stock units (“RSUs”) generally vest over 1 to 3 years. Stock options are granted at an exercise price equal to the
fair value of the Company’s common stock price at the grant date and are exercisable for up to 10 years. Stock-based compensation is
included in selling, general and administrative, and restructuring expenses on the consolidated statements of income. The stock-based
compensation expense included in restructuring expense were for retention RSUs in connection with the Company’s restructuring plan.
Forfeitures are recognized as incurred.
Total stock-based compensation expense was $3.7 million, $4.6 million and $1.4 million for fiscal years 2021, 2020 and 2019,
respectively.
The Company has two stock-based compensation plans available for granting awards to employees and directors.
(1) Long-Term Incentive Compensation Plan (“LTICP”)
35
The LTICP provides for RSUs to be awarded to officers and key employees based on performance targets set by the
Compensation Committee of the Board of Directors (the “Committee”). The Company selected fully-diluted earnings per share
and total shareholder return as the performance goal for the three-year performance period July 1, 2018 – June 30, 2021 (“2019-
2021”). As of June 30, 2019, the performance period 2019-2021 was no longer attainable. For the July 1, 2019 – June 30, 2022
(“2020-2022”) and the July 1, 2020 – June 30, 2023 (“2021-2023”) three-year performance periods, the Committee selected
Adjusted Earnings Before Interest and Tax with a defined percentage growth in fiscal year 2021 and 2022 as the performance
goal. Since the 2019-2021 performance period is no longer attainable, only RSU’s granted for the 2020-2022 and 2021-2023
performance periods are included in the table below for the Company’s unvested LTICP RSUs during the year ended June 30,
2021:
(shares in thousands)
Unvested as of June 30, 2019
Granted
Forfeited
Unvested as of June 30, 2020
Granted
Forfeited
Unvested as of June 30, 2021
Time Based Vest
Performance Based Vest
Weighted average
fair value
per share
Weighted average
fair value
per share
Shares
Shares
Total
Weighted average
fair value
per share
Shares
— $
49
(5)
44 $
69
(6)
107 $
—
16.90
16.90
16.90
12.01
14.04
13.89
— $
74
(30)
44 $
107
(9)
142 $
—
16.77
16.79
16.76
12.01
14.03
13.36
— $
123
(35)
88 $
176
(15)
249 $
—
16.82
16.80
16.83
12.01
14.03
13.59
Total unrecognized stock-based compensation related to the unvested LTICP RSUs was $1.6 million as of June 30, 2021, which
is expected to be recognized over a period of 1.6 years.
(2) 2013 Omnibus Stock Plan and 2009 Stock Option Plan
The 2013 Omnibus Stock Plan is for key employees, officers and directors and provides for the granting of incentive and
nonqualified stock options, restricted stock, restricted stock units, stock appreciation rights and performance units. No
additional stock options can be granted under the 2009 stock option plan.
Restricted shares and RSUs
A summary of the activity in the Company’s unvested restricted shares and unvested RSUs as June 30, 2021, is presented
below:
Unvested as of June 30, 2019
Granted
Vested
Forfeited
Unvested as of June 30, 2020
Granted
Vested
Forfeited
Unvested as of June 20, 2021
Shares
(in thousands)
Weighted average
fair value
per share
55
249
(83)
(32)
189
28
(158)
(3)
56
$
$
28.55
14.83
19.05
22.64
15.24
32.10
16.22
18.10
20.01
Total unrecognized stock-based compensation related to unvested restricted shares and unvested RSUs was $0.7 million as of
June 30, 2021, which is expected to be recognized over a weighted average period of 1.5 years.
36
Options
The weighted average grant date fair value of stock options granted during fiscal years 2021, 2020, and 2019 were $6.77, $1.77,
and $5.85, respectively. The weighted average assumptions used to estimate these fair values were as follows:
Dividend yield
Expected volatility
Risk-free interest rate
Expected life (in years)
2021
For the years ended June 30,
2020
2019
3.4%
43.2%
0.6%
5
7.3%
34.0%
0.9%
5
3.5%
32.7%
2.7%
5
The expected volatility and expected life are determined based on historical data. The interest rate is based on U.S. Treasury
risk-free rate in affect at the date of grant for the periods corresponding with the expected term of options.
A summary of the activity of the Company’s stock option plans during the years ended June 30, 2021, 2020 and 2019, is
presented below:
Outstanding at June 30, 2019
Granted
Exercised
Cancelled
Outstanding at June 30, 2020
Granted
Exercised
Cancelled
Outstanding at June 30, 2021
Shares
(in thousands)
Weighted
Average
Exercise Price
225 $
60
(2)
(60)
223 $
43
(27)
(7)
232 $
28.37
12.56
8.55
30.74
23.70
17.93
21.96
26.14
21.91
The following table summarizes information for options outstanding at June 30, 2021:
Range of
Prices
$ 9.97 - 15.14
19.72 - 18.30
21.96 - 27.57
31.06 - 32.80
43.09 - 47.45
$ 9.97 - 47.45
Options
Outstanding
(in thousands)
Weighted Average
Remaining
Life (Years)
Exercise
Price
104
15
58
32
23
232
8.1 $
5.1
5.8
4.9
5.2
6.6 $
12.72
19.11
24.21
32.30
45.35
21.91
Total unrecognized stock-based compensation expense related to options was $0.02 million as of June 30, 2021, which is
expected to be recognized over a period of 0.7 years.
Stock-based compensation granted outside a plan
During the quarter ended December 31, 2018, the Company awarded its Chief Executive Officer 55,000 options outside of any Company
stock plans. During the quarter ended June 30, 2020, the Company awarded its Chief Financial Officer/Chief Operating Officer 79,000
options outside of any Company stock plans. Total unrecognized stock-based compensation expense related to options awarded outside
a plan was $0.05 million as of June 30, 2021, which is expected to be recognized over a period of 1.4 years.
12. BENEFIT AND RETIREMENT PLANS
Defined Contribution and Retirement Plans
The Company sponsors a defined contribution retirement plan, which covers substantially all employees. The Company’s total matching
contribution expense was $1.0 million, $2.3 million, and $2.6 million in fiscal years 2021, 2020 and, 2019, respectively.
37
Multi-employer Pension Plans
The Company contributes to one multi-employer defined benefit pension plan under the terms of collective-bargaining agreements that
cover its union-represented employees.
The Company’s participation in the current and previous defined benefit pension plans for the annual period ended June 30, 2021, is
outlined in the following table. Unless otherwise noted, the most recent Pension Protection Act zone status available in 2021 and 2020
is for the plan’s year-end at December 31, 2020 and 2019, respectively. The zone status is based on information that the Company
received from the plan and is certified by the plan’s actuary. Among other factors, plans in the red zone are generally less than 65
percent funded, plans in the yellow zone are between 65 percent and 80 percent funded, and plans in the green zone are at least 80
percent funded.
Pension Fund
Central States SE and
SW Areas Pension Fund
Steelworkers Pension Trust
Central Pension Fund
Pension
Protection
Act Zone Status
June 30,
EIN/Pension
Plan Number 2021
2020
Rehabilitation
Plan Status
Company Contributions
(in thousands)
2020
2019
2021
Expiration Date Number of
Company
Employees
of Collective
Bargaining
Agreement
in Plan
Surcharge
Imposed
366044243
236648508
366052390
Red
Red
Green Green
Green Green
Implemented
No
No
$
$
150 $
—
—
150 $
157 $
279
3
439 $
154
412
7
573
No
No
No
3/31/2022
Not applicable
Not applicable
8
—
—
With the closure of the Company’s Dubuque, Iowa and Starkville, Mississippi manufacturing facilities, the collective bargaining
agreements for the Steelworkers Pension Trust and Central Pension Fund was terminated as of June 30, 2020. As of June 30, 2021, the
Company has withdrawn from the Steelworkers Pension Trust and has recorded a withdrawal liability of $1.4 million for the years
ending June 30, 2021, and June 30, 2020, as restructuring and related expenses, see Note 5 Restructuring.
The estimated cumulative cost to exit the Company’s Central States SE and SW Areas Pension Fund multi-employer plan was
approximately $20.0 million on June 30, 2021. No liability has been recorded as of June 30, 2021, as the Company intends to continue
to contribute to this plan.
13. COMMITMENTS AND CONTINGENCIES
Environmental Matters – In March 2016, the Company received a General Notice Letter for the Lane Street Groundwater Superfund
Site (the “Lane Street Site”) located in Elkhart, Indiana from the U.S. Environmental Protection Agency (EPA). In April 2016, the EPA
issued their proposed clean-up plan for groundwater pollution and request for public comment. The Company responded to the request
for public comment in May 2016. The EPA issued a Record of Decision selecting a remedy in August 2016 and estimated total costs to
remediate of $3.6 million. In July 2017, the EPA issued a Special Notice Letter to the Company demanding that the Company perform
the remedy selected and pay for the remediation cost and past response costs of $5.5 million. On October 12, 2017, the Company, after
consultation with its insurance carriers, offered an amount, fully reimbursable by insurance coverage, to the EPA to resolve this matter.
On November 6, 2017, the settlement offer extended on October 12, 2017 was rejected.
In April 2018, the EPA issued a Unilateral Administrative Order for Remedial Design and Remedial Action (the “Order”) against the
Company. The Order was issued under Section 106(a) of the Comprehensive Environmental Response, Compensation and Liability
Act (CERCLA), 42 U.S.C. §9606(a). The Order directs the Company to perform remedial design and remedial action for the Lane
Street Site. The Order was to be effective May 29, 2018. To ensure completion of the remediation work, the EPA required the Company
to secure financial assurance in the initial amount a $3.6 million, which as noted above, is the estimated cost of remedial work. The
Company believes that financial assurance is not required because it meets the relevant financial test criteria as provided in the Order.
In May 2018, the EPA agreed to suspend enforcement of the Order so that the Company could conduct environmental testing upgradient
to its former manufacturing location pursuant to an Administrative Order on Consent (AOC). On April 24, 2019, the Company signed
an AOC with the EPA to conduct the upgradient investigation. The Company negotiated site access to the upgradient property over a
period of months in 2019, followed by completion of sampling activities on that property on September 28-29, 2019. Following multiple
exchanges from November 2019 through early 2020, the Company submitted a final and supplemental report to the EPA regarding the
results of the upgradient investigation on June 17, 2020. Through agreement with the EPA the statute of limitations for potential claims
by the EPA was extended through September 30, 2021.The Company reflected a $3.6 million liability in the consolidated balance sheets
for the fiscal year ended June 30, 2018. Despite the Company’s position that it did not cause nor contribute to the contamination, the
Company continues to reflect this liability in the consolidated balance sheets for the fiscal year ended June 30, 2021, in accordance with
FASB issued Asset Retirement and Environmental Obligations (ASC 410-30). The Company continues to evaluate the Order, its legal
options and insurance coverages to assert its defense and recovery of current and future expenses related to this matter.
38
Employment Matters – The lawsuit entitled Juan Hernandez, et al. v. Flexsteel Industries, Inc. (“Hernandez I”), was filed on February
21, 2019, in the Superior Court for the County of Riverside by former employees Juan Hernandez and Richard Diaz (together,
“Plaintiffs”). On April 29, 2019, Plaintiffs filed a second similarly titled lawsuit in the Superior Court for the County of Riverside
(“Hernandez II”). Hernandez II is brought by the same attorneys as Hernandez I and features a single cause of action for civil penalties
under the Private Attorneys General Act (“PAGA”). The Company agreed to resolve both Hernandez I and Hernandez II in principle
and on a class-wide basis for $0.5 million. That settlement served to resolve the claims of the two Plaintiffs, as well as the approximately
270 remaining members of the class unless an individual class member asked to be excluded. The material terms of the settlement were
captured in a Long-Form Settlement Agreement. The court granted final approval of the parties’ settlement in February 2021. The
Company paid the final settlement amount of $0.5 million, in February 2021 and no accrued amounts remain in the consolidated balance
sheets as of June 30, 2021.
Other Proceedings – From time to time, the Company is subject to various other legal proceedings, including lawsuits, which arise out
of, and are incidental to, the conduct of the Company’s business. The Company does not consider any of such other proceedings that
are currently pending, individually or in the aggregate, to be material to its business or likely to result in a material effect on its
consolidated operating results, financial condition, or cash flows.
14. QUARTERLY FINANCIAL INFORMATION – UNAUDITED
(in thousands, except per share amounts)
For the Quarter Ended
September 30
December 31
March 31
June 30
Fiscal 2021:
Net sales
Gross margin
Operating income
Net income
Earnings per share:
Basic
Diluted
Fiscal 2020:
Net sales
Gross margin
Operating income (loss)
Net income (loss)
Earnings (loss) per share:
Basic
Diluted
15. SUBSEQUENT EVENTS
$
$
$
$
$
$
105,239 $
22,815
7,911
3,879
119,106 $
24,378
9,833
8,450
118,408 $
23,124
6,352
4,878
0.50 $
0.49 $
1.17 $
1.13 $
0.70 $
0.67 $
136,172
26,413
7,104
5,841
0.85
0.81
September 30
December 31
March 31
June 30
For the Quarter Ended
100,348 $
17,221
12,683
9,551
102,949 $
16,050
(7,079)
(5,384)
98,821 $
13,848
(8,342)
(5,270)
1.20 $
1.17 $
(0.68) $
(0.68) $
(0.66) $
(0.66) $
64,808
5,934
(31,657)
(25,741)
(3.23)
(3.23)
On September 8, 2021, the Company, as borrower, entered into a credit agreement (the “Credit Agreement”) with Wells Fargo Bank,
National Association (the “Lender”) and the other lenders party thereto. The Credit Agreement has a five-year term and provides for up
to a $85 million revolving line of credit. Subject to certain conditions, the Credit Agreement also provides for the issuance of letters of
credit in an aggregate amount up to $5,000,000 which, upon issuance, would be deemed advances under the revolving line of credit.
The Company’s $1.2 million of letters of credit previously issued by Lender will be treated as outstanding under the Credit Agreement.
Proceeds of borrowings shall be used to refinance all indebtedness owing to Dubuque Bank & Trust and for working capital purposes.
The Company’s obligations under the Credit Agreement are secured by substantially all of its assets, excluding real property. Subject to
certain conditions, borrowings under the Credit Agreement bear interest at 1.25% or 1.50% per annum plus LIBOR. If LIBOR becomes
unavailable, the replacement rate will be determined pursuant to the terms of the Credit Agreement. The Credit Agreement contains
customary representations, warranties and covenants, including a financial covenant to maintain a fixed coverage ratio of not less than
1.00:1.00. In addition, the Loan Agreement places restrictions on the Company’s ability to incur additional indebtedness, to create liens
or other encumbrances, to sell or otherwise dispose of assets, and to merge or consolidate with other entities.
On August 20, 2021, Flexsteel entered into a lease agreement for the construction of a 507,830 square foot manufacturing facility in
Mexicali, Mexico. The lease commencement date under ASC842 guidance will be April 1, 2022, the date the lessor makes the
39
building available for use by the Company for purposes of completing any leasehold improvements required by the Company prior to
beginning operations. The 12-year lease term begins on June 1, 2022, and ends on May 31, 2034, with options for two five-year
extensions. Annual base rent under the lease is $3.1 million plus taxes, insurance, and common area maintenance costs.
On July 27, 2021, the Company entered into a Purchase and Sale Agreement for the sale of its Harrison, Arkansas facility (see note 6
Assets held for sale). Completion of the sale is dependent upon Buyer financing and completion of a Phase 1 environmental study.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Evaluation of disclosure controls and procedures – Based on their evaluation as of the end of the period covered by this Annual Report
on Form 10-K, the Company’s chief executive officer and chief financial officer have concluded that disclosure controls and procedures
(as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) were effective as of June 30,
2021.
Management’s Annual Report on Internal Control Over Financial Reporting – Management is responsible for establishing and
maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) or 15d-15(f) of the Securities
Exchange Act of 1934, as amended. The Company performed an evaluation under the supervision and with the participation of its
management, including the CEO and CFO, to assess the effectiveness of the design and operation of its disclosure controls and
procedures under the Exchange Act as of June 30, 2021. In making this assessment, the Company used the criteria set forth by the
Committee of Sponsoring Organizations of the Treadway Commission in Internal Control — Integrated Framework (2013). Based on
those criteria, management concluded that the internal control over financial reporting is effective as of June 30, 2021.
The effectiveness of the Company’s internal control over financial reporting as of June 30, 2021, has been audited by Deloitte & Touche
LLP, the Company’s independent registered public accounting firm, as stated in their report in Part II, Item 8 of this Form 10-K.
Changes in Internal Control over Financial Reporting
No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act)
occurred during the fiscal quarter ended June 30, 2021 that has materially affected, or is reasonably likely to materially affect, our
internal control over financial reporting.
Item 9B. Other Information
On September 8, 2021, the Company, as borrower, entered into a credit agreement (the “Credit Agreement”) with Wells Fargo Bank,
National Association (the “Lender”) and the other lenders party thereto. The Credit Agreement has a five-year term and provides for
up to a $85 million revolving line of credit. Subject to certain conditions, the Credit Agreement also provides for the issuance of letters
of credit in an aggregate amount up to $5,000,000 which, upon issuance, would be deemed advances under the revolving line of credit.
The Company’s $1.2 million of letters of credit previously issued by Lender will be treated as outstanding under the Credit
Agreement. Proceeds of borrowings shall be used to refinance all indebtedness owing to Dubuque Bank & Trust and for working
capital purposes. The Company’s obligations under the Credit Agreement are secured by substantially all of its assets, excluding real
property.
Subject to certain conditions, borrowings under the Credit Agreement bear interest at 1.25% or 1.50% per annum plus LIBOR. If
LIBOR becomes unavailable, the replacement rate will be determined pursuant to the terms of the Credit Agreement.
The Credit Agreement contains customary representations, warranties and covenants, including a financial covenant to maintain a
fixed coverage ratio of not less than 1.00:1.00. In addition, the Loan Agreement places restrictions on the Company’s ability to incur
additional indebtedness, to create liens or other encumbrances, to sell or otherwise dispose of assets, and to merge or consolidate with
other entities.
The full terms and conditions of this financing are set forth in the Credit Agreement. A copy of the Credit Agreement is filed as
Exhibit 10.22 hereto and is incorporated by reference herein.
40
PART III
Item 10. Directors, Executive Officers and Corporate Governance
In accordance with General Instruction G(3) to Form 10-K, the Company intends to file with the SEC the information required by this
item not later than 120 days after the end of the fiscal year covered by this Form 10-K.
Item 11. Executive Compensation
In accordance with General Instruction G(3) to Form 10-K, the Company intends to file with the SEC the information required by this
item not later than 120 days after the end of the fiscal year covered by this Form 10-K.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
In accordance with General Instruction G(3) to Form 10-K, the Company intends to file with the SEC the information required by this
item not later than 120 days after the end of the fiscal year covered by this Form 10-K.
Item 13. Certain Relationships and Related Transactions, and Director Independence
In accordance with General Instruction G(3) to Form 10-K, the Company intends to file with the SEC the information required by this
item not later than 120 days after the end of the fiscal year covered by this Form 10-K.
Item 14. Principal Accountant Fees and Services
In accordance with General Instruction G(3) to Form 10-K, the Company intends to file with the SEC the information required by this
item not later than 120 days after the end of the fiscal year covered by this Form 10-K.
41
PART IV
Item 15. Exhibits, Financial Statements and Schedules
Financial Statements and Financial Statement Schedules
See “Index to Consolidated Financial Statements” in Part II, Item 8 of this Annual Report on Form 10-K. Schedule II is included in Part
II, Item 8, all other financial statement schedules have been omitted because they are not required or are not applicable or because the
information required in those schedules either is not material or is included in the consolidated financial statements or the accompanying
notes.
Exhibits
The exhibits listed in the accompanying index to exhibits are filed or incorporated as part of this Annual Report on Form 10-K.
The following financial statement schedules for the years ended June 30, 2021, 2020 and 2019 are submitted herewith:
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
For the Years Ended June 30, 2021, 2020 and 2019
(in thousands)
Description
Accounts Receivable Allowances:
2021
2020
2019(1)
VAT Allowances:
2021
2020
2019
Balance at
Beginning of
Year
(Additions)
Reductions to
Income
Deductions from
Reserves
Balance at End
of Year
$
$
$
$
$
$
1,770
250
290
$
$
$
237
2,235
—
$
$
$
1,618
5,214
110
$
$
$
—
—
2,612
$
$
$
(148) $
(3,694) $
(150) $
(237) $
(1,998) $
(377) $
3,240
1,770
250
0
237
2,235
(1) The beginning balance was adjusted by $0.8 million for the adoption of Revenue Recognition ASU 2014-9.
42
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Date:
September 8, 2021
FLEXSTEEL INDUSTRIES, INC.
By:
/S/ Jerald K. Dittmer
Jerald K. Dittmer
Chief Executive Officer
(Principal 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 the registrant and in the capacities and on the dates indicated.
Date:
September 8, 2021
Date:
September 8, 2021
Date:
Date:
Date:
Date:
Date:
Date:
September 8, 2021
September 8, 2021
September 8, 2021
September 8, 2021
September 8, 2021
September 8, 2021
/S/ Jerald K. Dittmer
Jerald K. Dittmer
Chief Executive Officer and Director
(Principal Executive Officer)
/S/ Derek P. Schmidt
Derek P. Schmidt
Chief Financial Officer and Chief Operating Officer
(Principal Financial Accounting Officer)
/S/ Thomas M. Levine
Thomas M. Levine
Chair of the Board of Directors
/S/ Mary C. Bottie
Mary C. Bottie
Director
/S/ William S. Creekmuir
William S. Creekmuir
Director
/S/ Matthew A. Kaness
Matthew A. Kaness
Director
/S/ Eric S. Rangen
Eric S. Rangen
Director
/S/ Kathryn P. Dickson
Kathryn P. Dickson
Director
43
Exhibit No.
3.1
3.2
4.1
10.1
10.2
10.3
10.4
10.5
10.6
10.7
10.8
10.9
10.10
10.11
10.12
10.13
10.14
10.15
10.16
10.17
10.18
10.19
10.20
10.21
10.22
Exhibit Index
Amended and Restated Articles of Incorporation of the Company (incorporated by reference to Form 8-K, as filed
with the Securities and Exchange Commission on December 7, 2016).
Amended and Restated Bylaws of the Company (incorporated by reference to Form 8-K, as filed with the
Securities and Exchange Commission on December 5, 2017).
Description of the Company’s common stock (incorporated by reference to Exhibit No. 4.1 to the Annual Report
on Form 10-K for the fiscal year ended June 30, 2019).
2009 Stock Option Plan (incorporated by reference to Appendix A from the 2009 Flexsteel definitive proxy
statement).*
Form of Notification of Award for the Cash Incentive Compensation Plan. * †
Form of Notification of Award for the Long-Term Incentive Compensation Plan.* †
Form of Notification of Award for incentive stock options issued under the Omnibus Stock Plan.* †
Form of Notification of Award for director non-qualified stock options issued under the Omnibus Stock Plan
(incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on December 13,
2013).*
Form of Notification of Award for restricted stock units issued under the Omnibus Stock Plan.* †
Long-Term Incentive Compensation Plan, dated July 1, 2013 (incorporated by reference to Appendix B to the
Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on October 28,
2013).*
Form of Notification of Non-Statutory Stock Option Award * †
Amended and Restated Omnibus Stock Plan (incorporated by Reference to the Form 8-K filed with the Securities
and Exchange Commission on December 15, 2020).*
Form of Notification of Restricted Stock Award. †
Severance Plan for Management Employees dated October 25, 2018, including Form of Participation Agreement
(incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on November 2,
2018).*
First Amendment to the Flexsteel Industries, Inc. Severance Plan for Management Employees, dated April 15,
2020 (incorporated by reference to Form 10-Q filed with the Securities and Exchange Commission on May 1,
2020). *
Form of Confidentiality and Noncompetition Agreement between the Company and Jerald K. Dittmer
(incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on December 20,
2018).*
Executive Employment Agreement, dated December 28, 2018 with Jerald K. Dittmer (incorporated by reference
to Form 10-Q filed with the Securities and Exchange Commission on February 6, 2019).*
Notification of Non-Statutory Stock Option Award, dated December 28, 2018 for Jerald K. Dittmer (incorporated
by reference to Form 10-Q filed with the Securities and Exchange Commission on February 6, 2019).*
Notification of Restricted Stock Award, dated December 28, 2018 for Jerald K. Dittmer (incorporated by reference
to Form 10-Q filed with the Securities and Exchange Commission on February 6, 2019).*
First Amendment Executive Employment Agreement between the Company and Jerald K. Dittmer, dated
August 30, 2019 (incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on
September 5, 2019). *
Letter Agreement dated March 10, 2020 by and between Flexsteel Industries, Inc. and Derek P. Schmidt
(incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on March 18, 2020).
*
Credit Agreement dated August 28, 2020 between Flexsteel Industries, Inc. and Dubuque Bank and Trust
Company (incorporated by reference to the Form 8-K filed with the Securities and Exchange Commission on
September 1, 2020).
Revolving Line of Credit Note dated August 28, 2020 between Flexsteel Industries, Inc. and Dubuque Bank and
Trust Company (incorporated by reference to the Form 8-K filed with the Securities and Exchange Commission
on September 1, 2020).
Security Agreement dated August 28, 2020 between Flexsteel Industries, Inc. and Dubuque Bank and Trust
Company (incorporated by reference to the Form 8-K filed with the Securities and Exchange Commission on
September 1, 2020).
Credit Agreement between Flexsteel Industries, Inc. and Wells Fargo Bank, National Association, dated
September 8, 2021. †
44
21.1
23
31.1
31.2
32
*
†
101.INS
101.SCH
101.CAL
101.LAB
101.DEF
101.PRE
104.Cover Page
**
Subsidiaries of the Company. †
Consent of Independent Registered Public Accounting Firm. †
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act
of 1934, as amended. †
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act
of 1934, as amended. †
Certification by Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. †
Management contracts, compensatory plans and arrangements required to be filed as an exhibit to this report.
Filed herewith
XBRL Instance Document**
XBRL Taxonomy Extension Schema Document
XBRL Taxonomy Extension Calculation Linkbase Document
XBRL Taxonomy Extension Labels Linkbase Document
XBRL Taxonomy Extension Definition Linkbase Document
XBRL Taxonomy Extension Presentation Linkbase Document
Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
In accordance with Regulation S-T, the XBRL-related information in Exhibit 101 to this Annual Report on Form
10-K shall be deemed to be “furnished” and not “filed.”
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