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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, 2024
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
42-0442319
(State or other Jurisdiction of
(I.R.S. Identification No.)
Incorporation or Organization)
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
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $1.00 Par Value
FLXS
The Nasdaq Stock Market, LLC
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 ☐
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.
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If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing
reflect the correction of an error to previously issued financial statements ☐
Indicate by check mark whether any of those error correct ions are restatements that required a recovery analysis of incentive-based compensation received by any
of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
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
Shares Outstanding as of August 30, 2024
5,203,627
The aggregate market value of the voting stock held by non-affiliates, computed by reference to the last sales price on December 29, 2023 (which was the last
business day of the registrant’s most recently completed second quarter) was $86,640,256.
DOCUMENTS INCORPORATED BY REFERENCE
In Part III, portions of the registrant’s 2024 Proxy Statement to be filed with the Securities and Exchange Commission within 120 days of the Registrant’s fiscal
year end.
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TABLE OF CONTENTS
Page
PART I
ITEM 1.
BUSINESS
4
ITEM 1A.
RISK FACTORS
6
ITEM 1B.
UNRESOLVED STAFF COMMENTS
9
ITEM 1C.
CYBERSECURITY
9
ITEM 2.
PROPERTIES
10
ITEM 3.
LEGAL PROCEEDINGS
11
ITEM 4.
MINE SAFETY DISCLOSURES
11
PART II
ITEM 5.
MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES
11
ITEM 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
12
ITEM 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
16
ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
17
ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
39
ITEM 9A.
CONTROLS AND PROCEDURES
39
ITEM 9B.
OTHER INFORMATION
39
ITEM 9C.
DISCLOSURE REGARDING FOREIGN JURSIDICTIONS THAT PREVENT INSPECTIONS
39
PART III
ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
40
ITEM 11.
EXECUTIVE COMPENSATION
40
ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
SHAREHOLDER MATTERS
40
ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS AND DIRECTOR INDEPENDENCE
40
ITEM 14.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
40
PART IV
ITEM 15.
EXHIBITS, FINANCIAL STATEMENTS, AND SCHEDULES
41
SIGNATURES
42
EXHIBIT INDEX
43
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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, changes in foreign currency values, 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, disruptions or security breaches to business information systems, the impact of any future 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 marketers of residential furniture products
in the United States. Product offerings include a wide variety of furniture such as sofas, loveseats, chairs, reclining rocking chairs, swivel rockers, sofa
beds, convertible bedding units, occasional tables, desks, dining tables and chairs, kitchen storage, bedroom furniture, and outdoor 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 direct sales force.
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 the residential market.
Manufacturing and Offshore Sourcing
During the fiscal year ended June 30, 2024, the Company operated manufacturing facilities located in Dublin, Georgia, and Juarez, Mexico (the Dublin,
Georgia location ceased operations effective June 30, 2024). These ongoing 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.
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 dominate 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.
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Seasonality
The Company’s business is not considered seasonal.
Foreign Operations
The Company has minimal export sales. On June 30, 2024, the Company had approximately 30 employees located in Asia to ensure Flexsteel’s quality
standards are met and to coordinate the delivery of products acquired from overseas suppliers. The Company leases and operates three manufacturing
facilities in Juarez, Mexico and leases one manufacturing facility in Mexicali, Mexico and had approximately 1,200 employees located in Mexico on June
30, 2024. The four Mexico facilities total 1,061,000 square feet. As of June 30, 2024, the Company has not begun operations in the Mexicali facility and
has subleased approximately 339,000 of the 508,000 square feet. The Company expects to sublease the facility until such time that demand necessitates the
additional capacity. See “Risk Factors” in Item 1A and Note 2 Leases of the Notes to Consolidated Financial Statements included in this Annual Report on
Form 10-K for further discussion of the leased assets.
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, 2024
June 30, 2023
June 30, 2022
$
59,543 $
49,729 $
62,800
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. The Company purchases these materials from numerous outside suppliers, both U.S. and foreign, and is not
dependent upon any single source of supply. The costs of certain raw materials fluctuate, but all continue to be readily available within supplier lead-times;
however, we could experience supply-chain disruptions at any time, which could impact the availability of materials.
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, 2024.
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 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 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 owns other patents and owns certain trademarks in connection with its furniture.
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.
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Employees
The Company had approximately 1,500 employees on June 30, 2024, including 7 employees who are covered by collective bargaining agreements.
Approximately all of the Company's employees are full-time. Management believes it has good relations with employees.
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 has had a material impact on 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, in response to shifts in employee workplace preferences, we have allowed certain of our employees the option of a hybrid work schedule where
they may choose to work partially from home. Although we continue to implement strong physical and cyber security 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 cyber attacks and
other disruptions because a material portion of our employees work remotely either full or part-time, and we cannot be certain that our mitigation efforts
will be effective.
The implementation of a new business information system could disrupt the business.
The Company continues to migrate business and financial processes from legacy ERP systems to SAP. The Company takes great care in the planning and
execution of these migrations, however, implementation issues related to the transition 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;
•
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 a multi-employer pension plan 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
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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.
We may experience impairment of our long-lived assets, which would decrease our earnings and net worth.
At June 30, 2024, we had $36.7 million in property, plant and equipment and $61.4 million in right of use assets associated with leased facilities. These
long-lived assets are tested for impairment whenever events or circumstances indicate that the carrying amount of the asset may not be recoverable. The
outcome of impairment testing could result in the write-down of all or a portion of the value of these assets. A write-down of our assets would, in turn,
reduce our earnings and net worth. In particular, if capacity requirements do not necessitate the utilization of our leased Mexicali, Mexico facility and we
are unsuccessful at subleasing the facility in the future the carrying amount of the right of use asset associated with that lease may not be recoverable. A
write-down of all or a portion of the value of the Mexicali right of use asset could have a material impact on our earnings in the period of impairment. At
June 30, 2024 the Company does not believe any impairment indicators exist due to current and expected sublease tenants and plans for future operations
but impairment assessment involves the use of considerable judgment and any change in future market or economic conditions could cause actual results to
differ.
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. Ongoing or future communicable diseases increase 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. This could negatively impact the efficiency and effectiveness of processes and internal controls throughout
the Company and our ability to service customers.
We may not be able to collect amounts owed to us.
We generally grant payment terms between 10 and 60 days to customers, often without requiring collateral. Some of our customers have experienced, and
may in the future experience, cash flow and credit-related issues. In the event of negative economic events such as supply chain disruptions, weather events
or natural disasters, public health events or other unforeseen issues with negative economic impact to our customers, which have occurred in the past, we
may not be able to collect amounts owed to us. 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
customers experience liquidity issues beyond what 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. In addition, we have receivables for recoverable value added tax paid under such regimes in foreign jurisdictions, primarily
Mexico. The collection of these amounts are subject to approval by foreign governmental agencies who evaluate the claims. Any actions taken by those
agencies to delay, limit or deny the amounts submitted or retroactive changes in legislation surrounding these regimes may impact our ability to recover
these amounts.
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Risks related to our industry:
Public health events could have a materially adverse effect on our ability to operate, our ability to keep employees safe from the pandemic, our
results of operations, and financial condition.
During the initial height of the COVID-19 pandemic, purchases of home furnishings were heavily impacted as they are largely deferable and heavily
influenced by consumer sentiment. Public health organizations recommended, and many governments implemented, measures from time-to-time 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 may also face these and other challenges, which have and could to lead to a future disruption in our supply chain, raw material
inflation or the inability to get the raw materials necessary to produce our products, increased shipping and transportation costs, as well as decreased
consumer spending and decreased demand for our products.
Inflation and changes in foreign currency may impact 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. Imbalances between supply and demand for these resources may continue to exert upward pressure on costs.
The Company purchases raw materials, component parts, and certain finished goods from foreign external suppliers. Prices for these purchases are
primarily negotiated in U.S. dollars on a purchase order basis. A negative shift in the U.S. dollar relative to the local currency of our supplier could result
in price increases and negatively impact our cost structure. In addition, the majority of our manufactured products are produced in Mexico. The wages of
our employees and certain other employee benefit and indirect costs are made in Pesos. A negative shift in the value of the U.S. dollar against the Peso
could increase the cost of manufacturing. In addition, the Company has certain asset and liabilities related to our manufacturing operations which are
denominated in pesos, primarily our VAT receivable for recoverable VAT paid in Mexico. A negative shift in the value of the Peso against the U.S. dollar
could result in the value of our receivable decreasing which may impact our earnings.
Our ability to recover these cost increases through price increases may continue to lag the cost increases, resulting in downward pressure on margins. In
addition, price increases to offset rising costs could negatively impact demand for our products.
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.
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, access to ports and border
crossings, or railways 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, availability of third-party transportation and equipment, geopolitical pressures, 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.
Enacted tariffs and potential future increases in tariffs on manufactured goods imported from China or other countries could adversely affect our business.
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.
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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. 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.
Finally, the Company relies on third parties to deliver customer orders. The capacity of these third parties or cost of this service could be impacted by labor
disputes, cost inflation (particularly fuel), and availability of drivers which could increase cost and have negative impacts on our earnings.
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 an involuntary shut down
of those or a significant shift in consumer preference toward purchasing products online could have a materially adverse impact on our sales and operating
margin.
These and other competitive pressures could cause us to lose market share, revenues, and customers, increase expenditure 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 cover 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.
Use of social media to disseminate negative commentary may adversely impact the Company’s reputation and business.
There has been a substantial increase in the use of social media platforms, including blogs, social media websites, and other forms of internet-based
communications, which allow individuals to access a broad audience of consumers and other interested persons. Negative commentary regarding the
Company or its products may be posted on social media platforms at any time and may have an adverse impact on its reputation, business, or relationships
with third parties, including suppliers, customers, investors, and lenders. Consumers value readily available information and often act on such information
without further investigation and without regard to its accuracy or context. The harm may be immediate without affording the Company an opportunity for
redress or correction.
Item 1B. Unresolved Staff Comments
None.
Item 1C. Cybersecurity
Risk Management and Strategy
The Company's cybersecurity risk management program is integrated into the overall risk management framework, including risk identification,
assessment, and mitigation across all areas of the business. The cybersecurity risk management program is designed to align with industry best practices
and has adopted the framework and measurement practices developed by the National Institute of Standards and Technology (NIST). In addition, the
Company has implemented a cross-functional cybersecurity steering team to facilitate
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coordination across key departments and assists in defining policies, procedures, and mitigation strategies, and will be called on to assist in risk assessment
of any threat or incident.
The Company has a written Emergency Action Plan that includes the handling of material cybersecurity incidents and business continuity if there is a
disruption in operations. The Company utilizes a third-party cybersecurity partner to assist in monitoring our systems 24 hours a day, and to structure the
technical handling of cybersecurity threats and incidents. In addition, the partner is utilized to regularly conduct formal penetration testing and tabletop
exercises used to further prepare the organization. This partner also provides ongoing insights and advisory services in order to better align our program
with current best practices. The Company uses a variety of processes to address risk associated with the use of third-party service providers. All employees,
including anyone with access to Company-provided email accounts, must engage in quarterly cybersecurity awareness training and are tested internally on
a regular basis. Additionally, we maintain cyber insurance coverage, including protection to further mitigate potential financial losses from cybersecurity
incidents.
As of the date of this Annual Report on Form 10-K we are not aware of any cybersecurity incidents that have materially affected or are reasonably likely to
materially affect our business, results of operations or financial condition. However, despite our best efforts, we cannot eliminate all risks from
cybersecurity threats or provide assurances that we have not experienced undetected cybersecurity incidents. See “Risk Factors” in Item 1A in this Annual
Report on Form 10-K for further discussion.
Governance
The Board of Directors is responsible for the oversight of our cybersecurity risk management program. On a quarterly basis, our Chief Information Officer
(CIO) provides a cybersecurity status report and update to the Board of Directors, which includes a scorecard of cybersecurity threats, updates on key
initiatives, and any changes in trends that may impact the Company. The CIO reports directly to the President and Chief Executive Officer (CEO) and
meets regularly with him, the Chief Financial Officer, and other members of the Executive Leadership Team. The CIO has over 25 years of experience in
IT Operations and is supported by an internal Director of IT Security and a virtual Chief Information Security Officer (vCISO) service to ensure
comprehensive focus on the program.
The Emergency Action Plan defines the handling of cyber related incidents with support of the cross-functional steering team to assess the potential
materiality of cybersecurity events and to report on the detection, analysis, and containment from such events. As the severity of events meet certain levels
as specified by the Incident Response Plan, those events are escalated to senior levels of management and reported to the Board of Directors. Our Board of
Directors is responsible for the oversight of controls and procedures related to the public disclosure of material cybersecurity incidents.
Item 2. Properties
The Company owns the following facilities as of June 30, 2024:
Approximate
Location
Size (square feet)
Principal Operations
Huntingburg, Indiana
611,000
Distribution
Edgerton, Kansas
500,000
Distribution
Dublin, Georgia
315,000
Manufacturing (Held for Sale)
Dubuque, Iowa
40,000
Corporate Office
(1)
Facility is classified as held for sale as of June 30, 2024. 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.
10
(1)
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The Company leases the following facilities as of June 30, 2024:
Approximate
Location
Size (square feet)
Principal Operations
Mexicali, Mexico
508,000
Manufacturing
Greencastle, Pennsylvania
242,000
Distribution
Juarez, Mexico
225,000
Manufacturing
Juarez, Mexico
197,000
Manufacturing
Juarez, Mexico
131,000
Manufacturing
High Point, North Carolina
54,000
Showroom
El Paso, Texas
38,000
Warehouse
High Point, North Carolina
11,000
Design & Engineering Center
Las Vegas, NV
10,000
Showroom
Shenzhen, China
2,000
Office
Bangkok, Thailand
1,500
Office
Binh Duong, Vietnam
1,000
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
leased 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.
PART II
Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information
The Company’s common stock is traded on the NASDAQ Global Select Market under the trading symbol FLXS.
Holders of Record
The Company estimates there were approximately 3,000 beneficial holders of common stock of the Company as of June 30, 2024. 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 January 20, 2022, the Board of Directors approved a repurchase program authorizing the Company to purchase up to an additional $30 million of the
Company’s common stock through January 19, 2025.
The following table details shares repurchased by the Company during the three months ended June 30, 2024.
Total Number
Average
Total Number
Approximate Dollar Value
of Shares
Price Paid
of Shares Purchased
of Shares that May Yet
Period
Purchased
per Share
as Part of Plan
Be Purchased
April 1, 2024, to April 30, 2024
—
$
—
1,485,274
$
2,115,634
May 1, 2024, to May 31, 2024
—
—
1,485,274
2,115,634
June 1, 2024, to June 30, 2024
—
—
1,485,274
2,115,634
As of June 30, 2024
—
$
—
1,485,274
$
2,115,634
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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.
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, 2024, 2023, and 2022. Amounts presented are percentages of the Company’s net sales.
For the years ended June 30,
2024
2023
2022
Net sales
100.0 %
100.0 %
100.0 %
Cost of goods sold
78.9
82.0
86.6
Gross margin
21.1
18.0
13.4
Selling, general and administrative
17.1
16.0
12.3
Restructuring expense
0.7
—
0.1
Environmental remediation
—
(0.7)
—
(Gain) on disposal of assets
(0.8)
—
(0.3)
Other expense
—
0.1
—
Operating income
4.1
2.7
1.2
Other income
—
—
—
Interest (expense)
(0.4)
(0.3)
(0.2)
Income before income taxes
3.8
2.3
1.1
Income tax expense (benefit)
1.2
(1.4)
0.7
Net income
2.6 %
3.8 %
0.3 %
Fiscal 2024 Compared to Fiscal 2023
Net sales were $412.8 million for the year ended June 30, 2024, compared to net sales of $393.7 million in the prior year, an increase of $19.1 million or
4.8%. Sales of products sold through retailers increased by $22.9 million or 6.7% primarily driven by growth with strategic customers and new product
introductions. Sales of products sold through e-commerce channels decreased by ($3.8) million, or (7.5%) due to a decrease in consumer demand.
Gross margin as a percent of net sales for the year ended June 30, 2024, was 21.1%, compared to 18.0% for the prior fiscal year, an increase of 310 basis
points (“bps”). The 310-bps increase was primarily driven by an increase of 240-bps primarily related to cost savings initiatives for materials, labor, and
logistics, product portfolio management and disciplined promotional pricing and a 70-bps improvement on volume leverage of fixed cost structure.
Selling, general, and administrative (“SG&A”) expenses increased by $7.6 million in the year ended June 30, 2024, compared to the prior fiscal year. As a
percentage of net sales, SG&A expense was 17.1% in fiscal year 2024 compared to 16.0% of net sales in the prior fiscal year. The increase of 110-bps is
primarily due to an increase of 40-bps due to CEO transition costs associated with the revaluation of previously awarded equity awards, an increase of 40-
bps due to higher incentive compensation, and an increase of 30-bps driven by investments in growth initiatives partially offset by cost leverage on higher
sales volume.
There was $3.0 million in restructuring expenses recorded in the year ended June 30, 2024 associated with the previously announced closure of the Dublin,
Georgia manufacturing facility. The $3.0 million primarily consists of $2.6 million in one-time employee termination benefits and other associated costs.
All charges related to the restructuring activities were completed in fiscal year 2024. There were no restructuring expenses incurred in the prior fiscal year.
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, 2024, the Company completed the sale of the Starkville, Mississippi location which had been previously recorded as held
for sale. The Company recorded a gain of $3.3 million related to the sale in the fiscal year. See Note 6, Assets Held For Sale, of the Notes to Consolidated
Financial Statements, included in this Annual Report on Form 10-K for more information.
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Income tax expense was $5.0 million, or an effective rate of 32.3%, for the year ended June 30, 2024, compared to income tax benefit of ($5.6) million in
the prior year, or an effective tax rate of (60.3%). The effective tax rate was impacted by the effect of state taxes, nondeductible stock compensation and
foreign taxes, offset by a research & development credit benefit. The prior year tax rate was negative due to the reversal of a full valuation allowance on
deferred tax assets. See Note 10, Income Taxes, of the Notes to Consolidated Financial Statements, included in this Annual Report on Form 10-K for more
information.
Net income was $10.5 million, or $1.91 per diluted share for the year ended June 30, 2024, compared to net income of $14.8 million, or $2.74 per diluted
share in the prior year.
Fiscal 2023 Compared to Fiscal 2022
Net sales were $393.7 million for the year ended June 30, 2023, compared to net sales of $544.3 million in the prior year, a decrease of ($150.6) million or
(27.7%). Sales of products sold through retailers declined by ($142.5) million or (29.3%) primarily driven by consumer demand returning to pre-pandemic
levels and competitive pressure to lower prices. Sales of products sold through e-commerce channels decreased by ($8.1) million, or (13.8%) due to a
decrease in consumer demand.
Gross margin as a percent of net sales for the year ended June 30, 2023, was 18.0%, compared to 13.4% for the prior year period, an increase of 460 basis
points (“bps”). The 460-bps increase was primarily driven by a 680-bps increase related to lower ancillary charges caused by domestic supply chain
disruptions and higher per diem charges in the prior year, an increase of 40-bps primarily related to cost savings initiatives for materials, labor, and
transportation, a decrease of 150-bps due to pricing promotions and inventory write-downs, and a decrease of 110-bps related to capacity growth
investments in manufacturing and distribution.
Selling, general, and administrative (“SG&A”) expenses decreased by $3.9 million in the year ended June 30, 2023, compared to the prior fiscal year. As a
percentage of net sales, SG&A expense was 16.0% in the fiscal year 2023 compared to 12.3% of net sales in the prior fiscal year. The increase of 370-bps
is primarily due to an increase of 350-bps due to deleverage on year-over-year sales decline and an increase of 20-bps due to higher incentive compensation
and investment in growth initiatives.
There were no restructuring expenses in the year ended June 30, 2023, as all restructuring activities were completed in the prior fiscal year. The prior fiscal
year expenses were primarily for ongoing costs associated with our facilities listed as held for sale, professional fees, and former employee expenses 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, 2023, the Company recorded income of $2.8 million as a result of insurance proceeds received related to the settlement of
the environmental remediation liability. See Note 13 Commitments and Contingencies, of the Notes to Consolidated Financial Statements, included in this
Annual Report on Form 10-K for more information.
Income tax benefit was ($5.6) million, or an effective rate of (60.3%), for the year ended June 30, 2023, compared to income tax expense of $4.1 million in
the prior year, or an effective tax rate of 68.6%. The effective tax rate was primarily impacted by the release of our valuation allowance on deferred tax
assets. See Note 10, Income Taxes, of the Notes to Consolidated Financial Statements, included in this Annual Report on Form 10-K for more information.
Net income was $14.8 million, or $2.74 per diluted share for the year ended June 30, 2023, compared to net income of $1.9 million, or $0.28 per diluted
share in the prior year.
Liquidity and Capital Resources
Working capital (current assets less current liabilities) on June 30, 2024, was $95.0 million compared to $115.5 million on June 30, 2023. The $20.5
million decrease in working capital was due to a decrease in inventory of $25.5 million, an increase in other liabilities of $4.2 million, an increase in
accounts payable of $1.1 million partially offset by an increase of $6.1 million in trade receivables, an increase of other current assets of $2.8 million, and
an increase in cash of $1.4 million. Capital expenditures were $4.8 million for the fiscal year ended June 30, 2024.
A summary of operating, investing, and financing cash flow is shown in the following table:
For the years ended June 30,
(in thousands)
2024
2023
Net cash provided by operating activities
$
31,883 $
22,989
Net cash (used in) investing activities
(593)
(4,450)
Net cash (used in) financing activities
(29,894)
(17,358)
Increase in cash and cash equivalents
$
1,396 $
1,181
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Net cash provided by operating activities
For the year ended June 30, 2024, cash provided by operating activities was $31.9 million, which primarily consisted of net income of $10.5 million,
adjusted for non-cash items including depreciation of $4.0 million and stock-based compensation of $4.6 million, offset by $1.5 million in deferred income
taxes, accounts receivable allowance recoveries of $0.2 million, and gain from the sale of capital assets of $2.8 million. Net cash provided by operating
assets and liabilities was $17.2 million and was primarily due to a decrease in inventory of $25.5 million due to inventory optimization initiatives, an
increase in accounts payable of $1.4 million due to timing of inventory purchases, and an increase in other liabilities of $4.4 million offset by an increase in
other assets of $8.2 million and an increase in accounts receivable of $5.9 million due to higher net sales.
For the year ended June 30, 2023, cash provided by operating activities was $23.0 million, which primarily consisted of net income of $14.8 million,
adjusted for non-cash items including depreciation of $4.6 million and stock-based compensation of $3.2 million, offset by $7.2 million in deferred income
taxes, accounts receivable allowance recoveries of $0.4 million, and gain from the sale of capital assets of $0.3 million. The $7.2 million change in deferred
income taxes primarily relates to the release of our valuation allowance on deferred tax assets. Net cash provided by operating assets and liabilities was
$8.3 million and was primarily due to a decrease in inventory of $19.1 million due to inventory optimization initiatives, a decrease in accounts receivable
of $3.3 million due to lower net sales, offset by a decrease in accounts payable of $7.3 million due to lower inventory purchases, an increase in other assets
of $5.3 million, and a decrease in other liabilities of $1.5 million.
Net cash (used in) investing activities
For the year ended June 30, 2024, net cash used in investing activities was $0.6 million, primarily due to capital expenditures of $4.8 million partially offset
by proceeds of $4.2 million from the sale of capital assets.
For the year ended June 30, 2023, net cash used in investing activities was $4.5 million, primarily due to capital expenditures of $4.8 million partially offset
by proceeds of $0.3 million from the sale of capital assets.
Net cash (used in) financing activities
For the year ended June 30, 2024, net cash used in financing activities was $29.9 million, primarily due to proceeds from lines of credit of $367.8 million,
offset by payments on lines of credit of $391.3 million, dividends paid of $3.2 million, $1.7 million for treasury stock purchases, and $1.5 million for tax
payments on employee vested restricted shares netted with proceeds from the issuance of common stock.
For the year ended June 30, 2023, net cash used in financing activities was $17.4 million, primarily due to proceeds from lines of credit of $363.8 million,
offset by payments on lines of credit of $373.3 million, $3.7 million for treasury stock purchases, dividends paid of $3.2 million, and $1.0 million for tax
payments on employee vested restricted shares netted with proceeds from the issuance of common stock.
Financing Arrangements
Line of Credit
On August 28, 2020, the Company entered a two-year secured $25.0 million revolving line of credit with Dubuque Bank and Trust Company, with an
interest rate of 1.50% plus LIBOR, subject to a floor of 3.00%. The revolving line of credit was secured by essentially all the Company’s assets, excluding
real property, and required the Company to maintain compliance with certain financial and non-financial covenants. This line of credit was subsequently
canceled in the first quarter of the fiscal year 2022.
On September 8, 2021, the Company, as the 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 an $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 million
which, upon issuance, would be deemed advances under the revolving line of credit. Proceeds of borrowings were used to refinance all indebtedness owed
to Dubuque Bank and Trust and for working capital purposes. The Company’s obligations under the Credit Agreement are secured by substantially all its
assets, excluding real property. 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 to 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.
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On April 18, 2022, the Company, as the borrower, entered a first amendment to the September 8, 2021, Credit Agreement (“First Amendment to the Credit
Agreement”), with the Lender, and the lenders party thereto. The first amendment to the Credit Agreement changed the definition of the term "Payment
Conditions" and further defines default or event of default and the calculation of the Fixed Charge Coverage Ratio.
Subject to certain conditions, borrowings under the Credit Agreement initially bore interest at LIBOR plus 1.25% or 1.50% per annum. On May 24, 2023,
the Company entered into a second amendment to the Credit Agreement (“Second Amendment to the Credit Agreement”) with the lender to transition the
applicable interest rate from LIBOR to Secured Overnight Financing Rate (“SOFR”). Effective as of the date of the Second Amendment to the Credit
Agreement, borrowings under the amended Credit Agreement bear interest at SOFR plus 1.36% to 1.61% or an effective interest rate of 6.70% on June 30,
2024.
As of June 30, 2024, there was $4.8 million outstanding under the Credit Agreement, exclusive of fees and letters of credit.
Letters of credit outstanding at the Lender as of June 30, 2024, totaled $1.0 million.
See Note 9 Credit Arrangements of Notes to Consolidated Financial Statements of this Annual Report on Form 10-K.
Contractual Obligations
The following table summarizes our contractual obligations on June 30, 2024, and the effect these obligations are expected to have on our liquidity and
cash flow in the future (in thousands):
2-3
4-5
More than
Total
1 Year
Years
Years
5 Years
Operating lease obligations
$
74,188 $
9,418 $
18,586 $
17,208 $
28,976
Warehouse management obligation
3,403
1,512
1,891
—
—
Outlook
Our focus for fiscal 2025 will be to remain financially agile with strong liquidity, continue building our foundation for 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, re-imagine the customer experience, and build strong culture and talent.
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 the collectability of trade accounts receivable and
inventory valuation. Ultimate results may differ from these estimates under different assumptions or conditions.
Allowance for Credit Losses – We establish an allowance for credit losses to reduce trade accounts receivable to an amount that reasonably approximates
their net realizable value. Our accounts receivable allowance consists of an allowance for expected credit losses which is established through a 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 the estimated fair value less cost to sell. We recorded no impairments in the fiscal years 2024 and 2023.
15
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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 the
effectiveness of the 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 costs of goods sold.
Income Taxes - In determining taxable income for financial statement purposes, we must make certain estimates and judgments. These estimates and
judgments affect the calculation of certain tax liabilities and the determination of the recoverability of certain deferred tax assets, which arise from
temporary differences between the tax and financial statement recognition of revenue and expense. In evaluating our ability to recover our deferred tax
assets we consider all available positive and negative evidence including our past operating results, the existence of cumulative losses in the most recent
years, and our forecast of future taxable income. In estimating future taxable income, we develop assumptions including the amount of future pre-tax
operating income, the reversal of temporary differences, and the implementation of feasible and prudent tax planning strategies. These assumptions require
significant judgment about the forecasts of future taxable income and are consistent with the plans and estimates we are using to manage the underlying
businesses.
At June 30, 2024 the Company determined that based on the weight of available evidence, we will be able to recover our deferred tax assets. The
realization of our deferred tax assets is primarily dependent on future taxable income in the appropriate jurisdiction. Any reduction in future taxable income
including but not limited to any future restructuring activities may require that we establish a valuation allowance against our deferred tax assets.
Establishing a valuation allowance or an increase in the valuation allowance could result in additional income tax expense in such a period and could have
a significant impact on our future earnings. Refer to Note 10 Income Taxes of Notes to Consolidated Financial Statements included in this Annual Report
on Form 10-K for more information.
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 2024, 2023, and 2022, the Company did not have sales but had purchases and other expenses denominated in
foreign currencies, primarily the Mexican Peso. The wages of our employees and certain other employee benefit and indirect costs related to our operations
in Mexico are made in Pesos and subject to foreign currency fluctuation with the U.S. dollar. The Company does not employ any foreign currency hedges
against this exposure. A negative shift in the value of the U.S. dollar against the Peso could increase the cost of our manufactured product. In addition, the
Company has certain asset and liabilities related to our manufacturing operations which are denominated in pesos, primarily our VAT receivable for
recoverable VAT paid in Mexico. A negative shift in the value of the Peso against the U.S. dollar could result in the value of our receivable decreasing
which may impact our earnings. See “Risk Factors” in Item 1A in this Annual Report on Form 10-K for further discussion.
Interest Rate Risk – The Company’s primary market risk exposure regarding financial instruments is changes in interest rates. On June 30, 2024, the
Company had $4.8 million outstanding on its line of credit.
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Item 8. Financial Statements and Supplementary Data
Index to Consolidated Financial Statements
Page
Report of Independent Registered Public Accounting Firm PCAOB ID 34
18
Report of Independent Registered Public Accounting Firm – Internal Control Over Financial Reporting
20
Consolidated Balance Sheets at June 30, 2024 and 2023
21
Consolidated Statements of Income and Comprehensive Income for the Years Ended June 30, 2024, 2023, and 2022
22
Consolidated Statements of Changes in Shareholders’ Equity for the Years Ended June 30, 2024, 2023, and 2022
23
Consolidated Statements of Cash Flows for the Years Ended June 30, 2024, 2023, and 2022
24
Notes to Consolidated Financial Statements
25-38
Schedule II Valuation and Qualifying Accounts
41
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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, 2024 and
2023, the related consolidated statements of income, comprehensive income, shareholders’ equity, and cash flows, for each of the three years in the period
ended June 30, 2024, and 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, 2024 and 2023, and the results
of its operations and its cash flows for each of the three years in the period ended June 30, 2024, 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, 2024, 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 August 30, 2024 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 $96.6 million as of June 30, 2024. 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.
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How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to estimated net realizable value of 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 inventory markdowns 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
August 30, 2024
We have served as the Company’s auditor since 1965.
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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, 2024, 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,
2024, 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 as of and for the year ended June 30, 2024, of the Company and our report dated August 30, 2024, 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
August 30, 2024
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FLEXSTEEL INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Amounts in thousands)
June 30,
2024
2023
ASSETS
CURRENT ASSETS:
Cash and cash equivalents
$
4,761 $
3,365
Trade receivables - less allowances: 2024, $2,440; 2023, $2,600
44,238
38,168
Inventories
96,577
122,076
Other
8,098
6,417
Assets held for sale
1,707
616
Total current assets
155,381
170,642
NONCURRENT ASSETS:
Property, plant and equipment, net
36,709
38,652
Operating lease right-of-use assets
61,439
68,294
Deferred income taxes
8,607
7,154
Other assets
12,326
5,808
TOTAL
$
274,462 $
290,550
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable - trade
$
25,830 $
24,745
Current portion of operating lease liabilities
7,517
7,179
Accrued liabilities:
Payroll and related items
12,059
9,955
Insurance
1,900
1,920
Sales and advertising related items
6,073
5,358
Other
7,027
5,948
Total current liabilities
60,406
55,105
LONG-TERM LIABILITIES:
Operating lease liabilities, less current maturities
58,076
64,974
Line of credit
4,822
28,273
Other liabilities
791
577
Total liabilities
124,095
148,929
COMMITMENTS AND CONTINGENCIES (Note 13)
SHAREHOLDERS' EQUITY:
Common stock - $1 par value; authorized 15,000 shares; 8,407 shares issued
and 5,200 shares outstanding as of June 30, 2024, and 8,292 shares issued and
5,174 shares outstanding as of June 30, 2023
8,407
8,292
Additional paid-in capital
39,573
36,605
Treasury stock, at cost; 3,207 shares and 3,118 shares as of June 30, 2024 and
2023, respectively
(71,731)
(70,072)
Retained earnings
174,118
166,796
Total shareholders' equity
150,367
141,621
TOTAL
$
274,462 $
290,550
See accompanying Notes to Consolidated Financial Statements.
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FLEXSTEEL INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(Amounts in thousands, except per share data)
For the years ended June 30,
2024
2023
2022
Net sales
$
412,752 $
393,692 $
544,282
Cost of goods sold
325,508
322,745
471,602
Gross profit
87,244
70,947
72,680
Selling, general and administrative
70,444
62,846
66,733
Restructuring expense
2,982
—
730
Environmental remediation
—
(2,788)
—
(Gain) on disposal of assets
(3,262)
—
(1,400)
Other expense
—
347
—
Operating income
17,080
10,542
6,617
Other income (expense):
Other income
20
18
121
Interest (expense)
(1,550)
(1,341)
(835)
Total other (expense)
(1,530)
(1,323)
(714)
Income before income taxes
15,550
9,219
5,903
Income tax expense (benefit)
5,022
(5,559)
4,050
Net income
$
10,528 $
14,778 $
1,853
Weighted average number of common shares outstanding:
Basic
5,170
5,225
6,329
Diluted
5,519
5,385
6,503
Earnings per share of common stock
Basic
$
2.04 $
2.83 $
0.29
Diluted
$
1.91 $
2.74 $
0.28
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FLEXSTEEL INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(Amounts in thousands)
Total Par
Value of
Common
Treasury
Retained
Shares ($1 Par)
Capital
Stock
Earnings
Total
Balance at June 30, 2021
$
8,133 $
34,015 $
(31,320) $
157,140 $
167,968
Issuance of common stock:
Stock options exercised, net
7
110
—
—
117
Long-term incentive compensation
—
51
—
—
51
Stock-based compensation
50
291
—
—
341
Treasury stock purchases
—
—
(35,052)
—
(35,052)
Cash dividends declared
—
—
—
(3,718)
(3,718)
Net income
—
—
—
1,853
1,853
Balance at June 30, 2022
$
8,190 $
34,467 $
(66,372) $
155,275 $
131,560
Issuance of common stock:
Stock options exercised, net
—
—
—
—
—
Long-term incentive compensation
—
1,813
—
—
1,813
Stock-based compensation
102
325
—
—
427
Treasury stock purchases
—
—
(3,700)
—
(3,700)
Cash dividends declared
—
—
—
(3,257)
(3,257)
Net income
—
—
—
14,778
14,778
Balance at June 30, 2023
$
8,292 $
36,605 $
(70,072) $
166,796 $
141,621
Issuance of common stock:
Stock options exercised, net
3
85
—
—
88
Long-term incentive compensation
—
3,505
—
—
3,505
Stock-based compensation
112
(622)
—
—
(510)
Treasury stock purchases
—
—
(1,659)
—
(1,659)
Cash dividends declared
—
—
—
(3,206)
(3,206)
Net income
—
—
—
10,528
10,528
Balance at June 30, 2024
$
8,407 $
39,573 $
(71,731) $
174,118 $
150,367
Cash dividends declared per common share were $0.60, $0.60, and $0.60 for the fiscal years ended June 30, 2024, 2023, and 2022, respectively.
See accompanying Notes to Consolidated Financial Statements.
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FLEXSTEEL INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
For the years ended June 30,
2024
2023
2022
OPERATING ACTIVITIES:
Net income
$
10,528 $
14,778 $
1,853
Adjustments to reconcile net income to net cash provided by (used in) operating
activities:
Depreciation
3,997
4,572
5,171
Deferred income taxes
(1,454)
(7,154)
—
Stock-based compensation expense
4,647
3,191
1,020
Changes in (recoveries) provision for losses on accounts receivable
(160)
(380)
(260)
(Gain) on disposition of capital assets
(2,839)
(313)
(1,782)
Changes in operating assets and liabilities:
Trade receivables
(5,910)
3,318
15,140
Inventories
25,499
19,136
19,913
Other current assets
(1,681)
(1,467)
4,470
Other assets
(6,518)
(3,865)
(542)
Accounts payable - trade
1,373
(7,320)
(35,809)
Accrued liabilities
4,177
(1,270)
(769)
Other long-term liabilities
224
(237)
(412)
Net cash provided by operating activities
31,883
22,989
7,993
INVESTING ACTIVITIES:
Proceeds from sale of capital assets
4,179
340
1,937
Capital expenditures
(4,772)
(4,790)
(3,853)
Net cash (used in) investing activities
(593)
(4,450)
(1,916)
FINANCING ACTIVITIES:
Dividends paid
(3,219)
(3,241)
(3,911)
Treasury stock purchases
(1,659)
(3,700)
(35,052)
Proceeds from lines of credit
367,818
363,805
265,093
Payments on lines of credit
(391,270)
(373,271)
(230,854)
Proceeds from issuance of common stock
88
—
117
Shares withheld for tax payments on vested shares and options exercised
(1,652)
(951)
(628)
Net cash (used in) financing activities
(29,894)
(17,358)
(5,235)
Increase in cash and cash equivalents
1,396
1,181
842
Cash and cash equivalents at beginning of year
3,365
2,184
1,342
Cash and cash equivalents at end of year
$
4,761 $
3,365 $
2,184
SUPPLEMENTAL INFORMATION
Interest paid
$
1,694 $
1,069 $
743
Income taxes (refunded)
$
4,296 $
4,104 $
(823)
Capital expenditures in accounts payable
$
23 $
311 $
183
See accompanying Notes to Consolidated Financial Statements.
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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” or “Flexsteel” or “Our”) is one of the largest manufacturers,
importers, and marketers of furniture products in the United States. Product offerings include a wide variety of furniture such as sofas, loveseats, chairs,
reclining rocking chairs, swivel rockers, sofa beds, convertible bedding units, occasional tables, desks, dining tables and chairs, kitchen storage, bedroom
furniture, and outdoor 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 sales force.
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.
ALLOWANCE FOR CREDIT LOSSES – The Company establishes an allowance for credit losses to reduce trade accounts receivable to an amount that
reasonably approximates their net realizable value. The Company’s allowance for credit losses 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 – Inventories are stated at the lower of cost or net realizable value utilizing the first‑in - first‑out (“FIFO”) method. 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.
PROPERTY, PLANT AND EQUIPMENT – 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 Equipment.” Once an asset is classified as held for
sale, the Company ceases depreciating 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.
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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 outbound shipping and
handling charges for customer deliveries, 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 considerations 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, 2024, the Company had $0.14
million of customer deposits. As of June 30, 2023, the Company had $0.07 million of customer deposits.
The Company follows the following practical expedients and policy elections:
•
The Company does 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 outbound shipping and handling activities that occur after the product is received in the Company’s distribution centers, but 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. Inbound shipping and handling activities incurred to transport product to the Company’s distribution centers is
expensed when the product is received by the Company, unless there are revenue surcharges to recover such costs, in which case 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.
ADVERTISING COSTS – are charged to selling, general and administrative expenses 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.
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Advertising expenditures, primarily shared customer advertising in which an identifiable benefit is received and national trade-advertising programs, were
approximately $5.9 million, $5.1 million, and $5.8 million in fiscal years 2024, 2023, and 2022, respectively.
DESIGN, RESEARCH, AND DEVELOPMENT COSTS – are charged to selling, general and administrative expenses in the periods incurred.
Expenditures for design, research, and development costs were approximately $2.1 million, $2.1 million, and $2.9 million in fiscal years 2024, 2023, and
2022, 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. 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
interim period tax allocation, the methodology for calculating income taxes in an interim period, and the recognition of deferred tax liabilities for outside
basis differences.
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:
June 30,
(in thousands)
2024
2023
2022
Basic shares
5,170
5,225
6,329
Potential common shares:
Stock options
117
62
113
Long-term incentive plan
232
98
61
Diluted shares
5,519
5,385
6,503
Anti-dilutive shares
37
161
67
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 the 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 the residential market. 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
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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. On January 20, 2022, the Board of Directors approved a new repurchase program authorizing the Company to purchase up to an additional $30
million of the Company’s common stock through January 19, 2025. As of October 31, 2020, the $6 million and $8 million repurchase programs were
completed. The Company completed the share repurchases of the October 22, 2020 plan in February 2022. As of June 30, 2024, the Company has
purchased a total of 3,207,158 shares at a cost of $71.7 million under the four programs and has $2.1 million remaining in the January 2022, $30 million
share repurchase program.
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.
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)
June 30, 2024
June 30, 2023
Operating lease expense
$
9,772 $
10,814
Variable lease expense
1,853
1,799
Total lease expense
$
11,625 $
12,613
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Other information related to leases and future minimum lease payments under non-cancellable operating leases were as follows:
Fiscal year
June 30, 2024
June 30, 2023
(in thousands)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases
$
9,502 $
9,119
Cash received from subleasing of operating lease:
Operating cash flows received from subleasing of operating lease
$
2,744 $
175
Right-of-use assets obtained in exchange for lease liabilities:
Operating leases
$
797 $
38,775
Weighted-average remaining lease term (in years):
Operating leases
8.2
9.1
Weighted-average discount rate:
Operating leases
3.1%
2.9%
Fiscal year
June 30, 2024
(in thousands)
Payments in FY2025
$
9,418
FY2026
9,208
FY2027
9,378
FY2028
9,144
FY2029
8,064
Thereafter
28,976
Total future minimum lease payments
$
74,188
Less imputed interest
8,595
Lease liability
$
65,593
3. INVENTORIES
A comparison of inventories is as follows:
June 30,
(in thousands)
2024
2023
Raw materials
$
14,030 $
18,616
Work in process and finished parts
2,654
3,741
Finished goods
79,893
99,719
Total
$
96,577 $
122,076
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4. PROPERTY, PLANT AND EQUIPMENT
Estimated
June 30,
(in thousands)
Life (Years)
2024
2023
Land
$
3,226 $
3,457
Buildings and improvements
5-39
41,968
49,131
Machinery and equipment
3-7
20,864
19,824
Delivery equipment
3-5
2,570
2,962
Furniture and fixtures
3-7
3,226
3,558
Computer software and hardware
3-7
10,033
8,919
Construction in progress
1,439
4,231
Total
83,326
92,082
Less accumulated depreciation
(46,617)
(53,430)
Net
$
36,709 $
38,652
The Company recognized no impairment charges for fiscal years 2024, 2023, and 2022.
5. RESTRUCTURING
Exit of Commercial Office, Hospitality and Vehicle Seating
On May 15, 2019, the Company announced its plans to exit the Commercial Office and custom-designed Hospitality product lines. These changes were
initial outcomes driven by customer and product line profitability and footprint utilization analyses in the fourth quarter of fiscal 2019.
On June 18, 2019, the Company announced that it completed the analysis and the planning process and set forth the comprehensive transformation program
to be executed over a two-year period, which included previously announced restructuring activities on May 15, 2019. The transformation program
included activities such as business simplification, process improvement, exiting of non-core businesses, facility closures, and reductions in the workforce.
The Company has 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 that 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 remaining properties listed for sale as part of the footprint optimization are
included in Note 6, Assets Held for Sale. The Company completed 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, which were complete as of the fiscal year ended June 30, 2022, the Company had planned to incur pre-tax
restructuring and related expenses of approximately $60 million over this two-year timeframe. Total cumulative restructuring and related costs incurred as
of June 30, 2022, were $59.4 million. There were no costs related to these restructuring activities in the fiscal years ended June 30, 2023 and June 30, 2024.
Manufacturing Network Optimization
On February 5, 2024, the Company announced its plan to close its Dublin, Georgia manufacturing facility. The closure was completed in the fourth quarter
of fiscal year 2024. As a result of the closure the Company expected to incur pre-tax restructuring expense of approximately $2.5 to $3.2 million. Total
cumulative restructuring costs related to the planned action were $3.0 million. The Dublin, Georgia facility and property are listed for sale following the
closure. See Note 6, Assets Held For Sale for more information.
The following is a summary of restructuring costs:
For the years ended June 30,
(in thousands)
2024
2023
2022
One-time employee termination benefits
2,558
—
(211)
Fixed asset impairments
74
—
—
Other associated costs
350
—
941
Total restructuring and related expenses
$
2,982 $
— $
730
Reported as:
Operating expenses
$
2,982 $
— $
730
One-time employee termination benefits include costs for employee separation benefits.
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During the year ended June 30, 2024, the Company recorded one-time employee termination benefits, fixed asset impairment charges and other associated
costs related to the Dublin closure. Other associated costs include legal and professional fees, inventory and equipment transfer costs, and other transition
costs.
During the year ended June 30, 2022, the Company recorded a decrease in a pension plan liability related to the exit of commercial office, hospitality and
vehicle seating activities that resulted in an expense reduction of $0.2 million and recorded a net settlement agreement of $0.4 million. Other associated
costs include legal and professional fees, stock-based compensation expenses for retention restricted stock units in connection with the Company’s
restructuring plan, ongoing facilities, and transition costs.
All expenses related to the manufacturing network optimization restructuring plan were incurred and paid during the year ended June 30, 2024. The
Company paid all remaining costs associated with the exit of commercial office, hospitality and vehicle seating restructuring program in the year ended
June 30, 2023.
The roll forward of the accrued restructuring costs is as follows, for the years ended June 30, 2024, 2023, and 2022:
One-time
Employee
Fixed Asset
Other
Termination
Impairment
Associated
(in thousands)
Benefits
Costs
Costs
Total
Accrual balance at June 30, 2022
$
1,275 $
— $
15 $
1,290
Costs incurred
—
—
—
—
Expenses paid
(1,275)
—
(15)
(1,290)
Accrual balance at June 30, 2023
$
— $
— $
— $
—
Costs incurred
2,558
74
350
2,982
Expenses paid
(2,558)
(74)
(350)
(2,982)
Accrual balance at June 30, 2024
$
— $
— $
— $
—
6. ASSETS HELD FOR SALE
During fiscal year 2020, the Company committed to a plan to sell assets located at the Company’s Starkville, Mississippi location as part of the Company’s
restructuring plan, see Note 5 Restructuring. The Company completed the sale of the Starkville, Mississippi location in the year ended June 30, 2024. The
Company received proceeds of $3.9 million and recorded a gain of $3.3 million related to the sale.
During fiscal year 2024, the Company committed to a plan to sell assets located at the Company's Dublin, Georgia location as part of the Company's
announced closure of the facility. As of June 30, 2024, the Company is actively marketing the facility and property in Dublin, Georgia. A summary of the
assets held for sale is included in the table below as of June 30, 2024.
Accumulated
Net Book
Location
Asset Category
Cost
Depreciation
Value
(in thousands)
Dublin, Georgia
Building & building improvements
$
6,798 $
(5,326) $
1,472
Land & land improvements
444
(209)
235
$
7,242 $
(5,535) $
1,707
7. OTHER NONCURRENT ASSETS
June 30,
(in thousands)
2024
2023
Cash value of life insurance
$
— $
1,063
VAT receivable
11,447
3,865
Other
879
880
Total
$
12,326 $
5,808
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8. ACCRUED LIABILITIES – OTHER
June 30,
(in thousands)
2024
2023
Dividends
$
973 $
988
Warranty
1,017
1,057
Income taxes
362
—
Other
4,675
3,903
Total
$
7,027 $
5,948
9. CREDIT ARRANGEMENTS
On August 28, 2020, the Company entered a two-year secured $25.0 million revolving line of credit with Dubuque Bank and Trust Company, with an
interest rate of 1.50% plus LIBOR, subject to a floor of 3.00%. The revolving line of credit was secured by essentially all the Company’s assets, excluding
real property, and required the Company to maintain compliance with certain financial and non-financial covenants. This line of credit was subsequently
canceled in the first quarter of the fiscal year 2022.
On September 8, 2021, the Company, as the 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 an $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 million
which, upon issuance, would be deemed advances under the revolving line of credit. Proceeds of borrowings were used to refinance all indebtedness owed
to Dubuque Bank and Trust and for working capital purposes. The Company’s obligations under the Credit Agreement are secured by substantially all its
assets, excluding real property. 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 to 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 April 18, 2022, the Company, as the borrower, entered a first amendment to the September 8, 2021, Credit Agreement (“First Amendment to the Credit
Agreement”), with the Lender, and the lenders party thereto. The first amendment to the Credit Agreement changed the definition of the term ‘Payment
Conditions’ and further defines default or event of default and the calculation of the Fixed Charge Coverage Ratio.
Subject to certain conditions, borrowings under the Credit Agreement initially bore interest at LIBOR plus 1.25% or 1.50% per annum. On May 24, 2023,
the Company entered into a second amendment to the Credit Agreement (“Second Amendment to the Credit Agreement”) with the lender to transition the
applicable interest rate from LIBOR to Secured Overnight Financing Rate (“SOFR”). Effective as of the date of the Second Amendment to the Credit
Agreement, borrowings under the amended Credit Agreement bear interest at SOFR plus 1.36% to 1.61% or an effective interest rate of 6.7% on June 30,
2024.
As of June 30, 2024, there was $4.8 million outstanding under the Credit Agreement, exclusive of fees and letters of credit.
Letters of credit outstanding at the Lender as of June 30, 2024, totaled $1.0 million.
10. INCOME TAXES
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, 2023, it was determined the Company had reached
a more-likely-than-not position that the Company will realize the entirety of its deferred tax assets. Therefore, the Company reversed the previously
recorded valuation allowance against the federal and state deferred tax assets recorded as of June 30, 2022 of $9.8 million. As of June 30, 2024 the
Company maintains is determination that it is more-likely-than-not that deferred tax assets will be realized.
Income tax expense was calculated based upon the following components of income before income taxes for the years ended June 30:
(in thousands)
2024
2023
2022
United States
$
15,348 $
6,680 $
2,150
Outside the United States
202
2,539
3,752
Income before income taxes
$
15,550 $
9,219 $
5,902
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The income tax (provision) benefit is as follows for the years ended June 30:
(in thousands)
2024
2023
2022
Federal - current
$
(4,708) $
(799) $
(2,966)
State and other - current
(1,768)
(796)
(1,084)
Deferred
1,454
7,154
—
Total
$
(5,022) $
5,559 $
(4,050)
Reconciliation between the U.S. federal statutory tax rate and the effective tax rate is as follows for the years ended June 30:
2024
2023
2022
Federal statutory tax rate
21.0 %
21.0 %
21.0 %
State taxes, net of federal effect
4.7
5.2
(0.7)
Foreign rate differential
2.1
2.8
5.7
Uncertain tax positions
1.1
(2.1)
(2.6)
Stock based compensation
(1.1)
(0.5)
(1.0)
Section 162(m)
4.2
2.5
1.9
Foreign adjustments
1.7
(0.1)
(8.9)
Expired state credits
0.6
17.1
—
Research & development credit
(4.8)
—
—
Remeasurement of deferred tax assets and valuation
allowance
0.3
(106.7)
42.8
Amended return impacts
—
—
7.8
State rate change and other state items
2.1
(0.5)
2.7
Other
0.4
1.0
(0.1)
Effective tax rate
32.3 %
(60.3) %
68.6 %
The components of the gross liabilities related to unrecognized tax benefits and the related deferred tax assets are as follows:
June 30,
(in thousands)
2024
2023
Gross unrecognized tax benefits
$
607 $
424
Accrued interest and penalties
172
132
Gross liabilities related to unrecognized tax benefits
$
779 $
556
Deferred tax assets
84
38
Valuation allowance
—
—
Net deferred tax assets
$
84 $
38
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:
(in thousands)
2024
2023
2022
Balance at July 1
$
424
$
604
$
640
Reductions for tax positions of the prior year
—
—
(72)
Additions based on tax positions related to the current year
183
10
70
Lapse of statute of limitations
—
(190)
(188)
Addition for tax positions of the prior year
—
—
154
Balance at June 30
$
607
$
424
$
604
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, 2024, and 2023 that if recognized,
would affect the effective tax rate was $0.4 million and $0.3 million respectively.
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The primary components of deferred tax assets and (liabilities) are as follows:
June 30,
(in thousands)
2024
2023
Accounts receivable
$
602 $
654
Inventory
1,995
1,490
Self-insurance
22
25
Payroll and related
1,001
938
Accrued liabilities
668
633
Property, plant, and equipment
1,100
1,202
Investment tax credit
185
303
Valuation allowance
(52)
—
Net operating loss carryover
7
361
Lease assets
(15,160)
(17,158)
Lease liabilities
16,185
18,129
Research & development expenditure
1,909
—
Other
145
577
Total
$
8,607 $
7,154
On June 30, 2024, certain state tax attribute carryforwards of $0.2 million were available, with $0.2 million of credits expiring beginning in fiscal years
2025 through 2028, and $0.1 million of state NOLs carryforward. Some of the state NOL carryforwards will have an indefinite carryforward and some will
expire in varying amounts between 2039 and 2041. As of June 30, 2024, it was determined that the Company has reached a more-likely-than-not position
that the Company will realize the entirety of its state attribute carryforwards and its U.S. federal deferred tax assets.
The Company is subject to U.S. federal income tax as well as income tax of multiple state and foreign jurisdictions. Generally, fiscal years 2020 through
2024 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 the fair value as of grant date 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 $4.6 million, $3.2 million and $1.0 million for fiscal years 2024, 2023, and 2022, respectively.
On December 14, 2022, the Company’s shareholders approved the Flexsteel Industries, Inc. 2022 Equity Incentive Plan (“2022 Plan”).
The 2022 Plan replaces the Long-Term Incentive Compensation Plan (“LTIP”) and the 2013 Omnibus Stock Plan (collectively, the “Prior Plans”) and no
further awards will be made under either of the Prior Plans, but these Prior Plans will continue to govern awards previously granted under them.
(1)
2022 Equity Incentive Plan
The 2022 Plan is a long-term incentive plan pursuant to which awards may be granted to certain employees, independent contractors and
directors of the Company, in the form of stock options, stock appreciation rights, restricted stock, restricted stock units, performance units,
performance shares or other stock-based awards. For periods beginning on or after July 1, 2023, restricted stock units ("RSUs") and performance
stock units ("PSUs") granted to officers and key employees as part of long-term compensation programs are issued from the 2022 Plan. RSUs
and PSUs awarded from the 2022 Plan are included in the Long-Term Incentive Compensation or Restricted Share and RSUs tables below.
34
Table of Contents
(2)
Long-Term Incentive Compensation Plan (“LTIP”)
The LTIP provides for PSUs to be awarded to officers and key employees based on performance goals set by the Compensation Committee of
the Board of Directors (the “Committee”). In conjunction with each grant of PSUs, the Committee granted RSUs under the 2013 Omnibus Stock
Plan that vested at the end of three years. No further awards will be issued under this plan.
(3)
2013 Omnibus Stock Plan, and 2009 Stock Option Plan
The 2013 Omnibus Stock Plan was 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 further stock units will be granted under this
plan.
Long-Term Incentive Compensation
The table below sets forth, as of June 30, 2024, the number of unvested PSUs granted at the target performance level for the 2022-2024, 2023-
2025, and 2024-2026 performance periods under the LTIP and the number of unvested RSUs granted in conjunction with the PSUs:
Time Based Vest
Performance Based Vest
Total
Weighted
average
Weighted
average
Weighted
average
fair value
fair value
fair value
(shares in thousands)
Shares
per share
Shares
per share
Shares
per share
Unvested as of June 30, 2022
86 $
19.53
174 $
18.87
260 $
19.09
Granted
62
19.27
91
19.27
153
19.27
Vested
(63)
12.64
(44)
17.23
(107)
14.53
Forfeited
(6)
23.02
(10)
23.02
(16)
23.02
Unvested as of June 30, 2023
79 $
24.56
211 $
19.19
290 $
20.65
Granted
66
18.91
99
18.91
165
18.91
Vested
(21)
42.31
(75)
12.15
(96)
18.76
Forfeited
(27)
20.80
(53)
18.76
(80)
19.45
Unvested as of June 30, 2024
97 $
17.92
182 $
22.07
279 $
20.65
Total unrecognized stock-based compensation related to the unvested PSUs at the target performance level and the related unvested RSUs was
$2.0 million as of June 30, 2024, which is expected to be recognized over a period of 1.5 years.
Restricted Shares and RSUs
A summary of the activity in the Company’s unvested restricted shares and unvested RSUs, not granted in conjunction with PSUs, as of June 30,
2024, is presented below:
Weighted average
Shares
fair value
(in thousands)
per share
Unvested as of June 30, 2022
35 $
26.72
Granted
66
19.30
Vested
(21)
23.58
Forfeited
(6)
18.41
Unvested as of June 20, 2023
74 $
21.67
Granted
4
21.14
Vested
(58)
21.71
Forfeited
(4)
19.40
Unvested as of June 20, 2024
16 $
21.96
Total unrecognized stock-based compensation related to unvested restricted shares and unvested RSUs (not granted in conjunction with the
PSUs) was $0.2 million as of June 30, 2024, which is expected to be recognized over a weighted average period of 1.6 years.
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Table of Contents
Options
No stock options were granted during fiscal years 2024, 2023, and 2022.
A summary of the activity of the Company’s stock option plans during the years ended June 30, 2024, 2023, and 2022, is presented below:
Weighted
Shares
Average
(in thousands)
Exercise Price
Outstanding at June 30, 2022
215 $
21.50
Cancelled
(13)
30.20
Outstanding at June 30, 2023
202 $
20.98
Exercised
(3)
32.13
Cancelled
(19)
27.40
Outstanding at June 30, 2024
180 $
20.01
The following table summarizes information for options outstanding at June 30, 2024:
Options
Weighted Average
Range of
Outstanding
Remaining
Exercise
Prices
(in thousands)
Life (Years)
Price
$ 9.97 - 15.14
97
5.7 $
12.64
18.30 - 19.72
6
6.9
18.30
21.96 - 27.57
39
4.5
22.64
31.06 - 32.80
26
1.9
32.30
43.09 - 47.45
12
2.3
45.33
$ 9.97 - 47.45
180
4.7 $
20.01
The Company does not have any unrecognized stock-based compensation expense related to options.
Stock-based compensation granted outside a plan
During the quarter ended June 30, 2020, the Company awarded its former Chief Financial Officer/Chief Operating Officer (current Chief Executive
Officer) 79,000 options outside of any Company stock plans. All 79,000 options remain outstanding as of June 30, 2024, with an exercise price of $9.97
and a remaining life of 5.8 years. There is no remaining unrecognized stock-based compensation expense related to these options.
During the quarter ended December 31, 2018, the Company awarded its former Chief Executive Officer 55,000 options outside of any Company stock
plans. All 55,000 options remain outstanding as of June 30, 2024, with an exercise price of $21.96 and a remaining life of 4.5 years. There is no remaining
unrecognized stock-based compensation expense related to these options.
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 $1.8 million, $1.6 million, and $2.0 million in fiscal years 2024, 2023, and 2022, respectively.
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 fiscal year ended June 30, 2024, is outlined in the following
table. Unless otherwise noted, the most recent Pension Protection Act zone status available in 2024 and 2023 is for the plan’s year-end on December 31,
2023, and 2022, 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.
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Table of Contents
Pension Protection
Expiration Date
Number of
Act Zone Status
Company Contributions
of Collective
Company
EIN/Pension
June 30,
Rehabilitation
(in thousands)
Surcharge
Bargaining
Employees
Pension Fund
Plan Number
2024
2023
Plan Status
2024
2023
2022
Imposed
Agreement
in Plan
Central States SE and
SW Areas Pension Fund
366044243
Red
Red
Implemented
$
109 $
115 $
127
No
3/31/2025
7
Steelworkers Pension Trust
236648508
Green
Green
Not applicable
—
—
—
No
Not applicable
—
$
109 $
115 $
127
With the closure of the Company’s Dubuque, Iowa manufacturing facility, the collective bargaining agreement for the Steelworkers Pension Trust was
terminated as of June 30, 2020. As of June 30, 2022, the Company had withdrawn from the Steelworkers Pension Trust and paid the previously recorded
withdrawal liability of $1.2 million and recorded an expense reduction of $0.2 million for the year ended June 30, 2022, see Note 5 Restructuring.
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 directed 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 of $3.6 million, which as
noted above, was the estimated cost of remedial work. The Company believed that financial assurance was not required because it met 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.
Despite the Company’s position that it did not cause or contribute to the contamination, the Company reached a settlement with the EPA and the State of
Indiana, which was filed as a consent decree in the U.S. District Court for the Northern District of Indiana on October 24, 2022. The consent decree
required Flexsteel to pay $9.8 million in resolution of the matter. Flexsteel also reached agreements with its insurance carriers for partial reimbursement of
the settlement. During the quarter ended December 31, 2022, the Company made full payment in accordance with the settlement agreement and as a result
of insurance proceeds received, the Company recorded income of $2.8 million for the quarter ended December 31, 2022, which is included in
environmental remediation on the Consolidated Statements of Income and Comprehensive Income.
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.
37
Table of Contents
14. QUARTERLY FINANCIAL INFORMATION – UNAUDITED
(in thousands, except per share amounts)
For the Quarter Ended
September 30
December 31
March 31
June 30
Fiscal 2024:
Net sales
$
94,603 $
100,108 $
107,219 $
110,822
Gross profit
18,410
21,950
23,317
23,567
Operating income
1,918
4,584
2,982
7,596
Net income
752
3,051
1,803
4,922
Earnings per share:
Basic
$
0.15 $
0.59 $
0.35 $
0.95
Diluted
$
0.14 $
0.57 $
0.33 $
0.89
(a)
During the quarter ended March 31, 2024, the Company recorded expense of $2.6 million as a result of the restructuring activity associated with the closure of the
Dublin, Georgia facility. See Note 5 Restructuring, of the Notes to Consolidated Financial Statements, included in this Annual Report on Form 10-K for more
information.
(b)
During the quarter June 30, 2024, the Company recorded income of $3.3 million associated with the sale of the Starkville, Mississippi facility. See Note 6, Assets Held
for Sale, of the Notes to Consolidated Financial Statements, included in this Annual Report on Form 10-K for more information. The Company recorded expense of
$0.4 million as a result of the restructuring activity associated with the closure of the Dublin, Georgia facility. See Note 5 Restructuring, of the Notes to Consolidated
Financial Statements, included in this Annual Report on Form 10-K for more information.
For the Quarter Ended
September 30
December 31
March 31
June 30
Fiscal 2023:
Net sales
$
95,684 $
93,137 $
99,052 $
105,819
Gross profit
15,349
15,838
18,645
21,115
Operating income
428
3,762
2,116
4,236
Net income
289
2,853
1,475
10,161
Earnings per share:
Basic
$
0.05 $
0.54 $
0.28 $
1.97
Diluted
$
0.05 $
0.53 $
0.28 $
1.91
(a)
During the quarter ended December 31, 2022, the Company recorded income of $2.8 million as a result of insurance proceeds received related to the settlement of the
environmental remediation liability. See Note 13 Commitments and Contingencies, of the Notes to Consolidated Financial Statements, included in this Annual Report
on Form 10-K for more information.
(b)
During the quarter June 30, 2023, it was determined the Company has reached a more-likely- than-not position that the Company will realize the entirety of its
deferred tax assets. Therefore, the Company has reversed the valuation allowance against the federal and state deferred tax assets recorded as of June 30, 2022 of $9.8
million. See Note 10 Income Taxes, included in this Annual Report on Form 10-K for more information.
15. SUBSEQUENT EVENTS
There are no subsequent events as of August 30, 2024.
38
(a)
(b)
(a)
(b)
Table of Contents
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, 2024.
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, 2024. 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, 2024.
The effectiveness of the Company’s internal control over financial reporting as of June 30, 2024, 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, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information
Rule 10b5-1 Trading Plans
On May 10, 2024, Mr. Derek Schmidt, an officer of the Company, terminated a previously established dividend reinvestment election on certain Company
shares held inside employee retirement plans.
Other than as described above, for the quarter ended June 30, 2024, none of our directors or officers adopted, modified or terminated a "Rule 10b5-1
trading arrangement" or a "non-Rule 10b5-1 trading arrangement" as each term is defined in Item 408(a) of Regulation S-K.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
None.
39
Table of Contents
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.
40
Table of Contents
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, and 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 schedule for the years ended June 30, 2024, 2023, and 2022 is submitted herewith:
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
For the Years Ended June 30, 2024, 2023, and 2022
(in thousands)
Balance at
Beginning of
(Additions)
Reductions to
Deductions from
Balance at End
Description
Year
Income
Reserves
of Year
Accounts Receivable Allowances:
2024
$
2,600 $
(144) $
(16) $
2,440
2023
$
2,980 $
(230) $
(150) $
2,600
2022
$
3,240 $
126 $
(386) $
2,980
41
Table of Contents
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.
FLEXSTEEL INDUSTRIES, INC.
Date:
August 30, 2024
By:
/S/ Derek P. Schmidt
Derek P. Schmidt
Chief Executive Officer and Director
(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:
August 30, 2024
/S/ Derek P. Schmidt
Derek P. Schmidt
Chief Executive Officer and Director
(Principal Executive Officer)
Date:
August 30, 2024
/S/ Michael J. Ressler
Michael J. Ressler
Chief Financial Officer
(Principal Financial Officer and Principal Accounting
Officer)
Date:
August 30, 2024
/S/ Thomas M. Levine
Thomas M. Levine
Chair of the Board of Directors
Date:
August 30, 2024
/S/ William S. Creekmuir
William S. Creekmuir
Director
Date:
August 30, 2024
/S/ Jerald K. Dittmer
Jerald K. Dittmer
Director
Date:
August 30, 2024
/S/ Kathryn P. Dickson
Kathryn P. Dickson
Director
Date:
August 30, 2024
/S/ M. Scott Culbreth
M. Scott Culbreth
Director
Date:
August 30, 2024
/S/ Jeanne McGovern
Janne McGovern
Director
42
Table of Contents
Exhibit Index
Exhibit No.
3.1
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).
3.2
Amended and Restated Bylaws of the Company (incorporated by reference to Form 8-K, as filed with the Securities and Exchange
Commission on March 8, 2024).
4.1
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).
10.1
2009 Stock Option Plan (incorporated by reference to Appendix A from the 2009 Flexsteel definitive proxy statement). *
10.2
Cash Incentive Compensation Plan, dated July 1, 2013 (incorporated by reference to Appendix A to the Definitive Proxy Statement
on Schedule 14A filed with the Securities and Exchange Commission on October 28, 2013). *
10.3
Form of Notification of Award for the Cash Incentive Compensation Plan (incorporated by reference to Form 10-K filed with the
Securities and Exchange Commission on September 8, 2021). *
10.4
Form of Notification of Award for the Long-Term Incentive Compensation Plan (incorporated by reference to Form 10-K filed with
the Securities and Exchange Commission on September 8, 2021). *
10.5
Form of Notification of Award for incentive stock options issued under the Omnibus Stock Plan (incorporated by reference to Form
10-K filed with the Securities and Exchange Commission on September 8, 2021). *
10.6
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). *
10.7
Form of Notification of Award for restricted stock units under the Omnibus Stock Plan (incorporated by reference to Form 10-K filed
with the Securities and Exchange Commission on September 8, 2021). *
10.8
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). *
10.9
Form of Notification of Non-Statutory Stock Option Award (incorporated by reference to Form 10-K filed with the Securities and
Exchange Commission on September 8, 2021). *
10.10
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). *
10.11
Form of Notification of Restricted Stock Award under the Omnibus Stock Plan (incorporated by reference to Form 10-K filed with
the Securities and Exchange Commission on September 8, 2021). *
10.12
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). *
10.13
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). *
10.14
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). *
10.15
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). *
10.16
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). *
10.17
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). *
10.18
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). *
10.19
Transition and Retirement Agreement and Release with Mr. Dittmer dated April 25, 2024 (incorporated by reference to the Form 8-K
filed with the Securities and Exchange Commission on April 29, 2024.*
10.20
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). *
10.21
Employment Agreement between the Company and Derek P. Schmidt dated April 25, 2024 (incorporated by reference to the Form 8-
K filed with the Securities and Exchange Commission on April 29, 2024).*
10.22
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).
43
Table of Contents
10.23
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).
10.24
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).
10.25
Credit Agreement between Flexsteel Industries, Inc. and Wells Fargo Bank, National Association, dated September 8, 2021
(incorporated by reference to Form 10-K filed with the Securities and Exchange Commission on September 8, 2021).
10.26
First Amendment to the Credit Agreement between Flexsteel Industries, Inc. and Wells Fargo Bank, National Association, dated
April 22, 2022 (incorporated by reference to Form 10-K filed with the Securities and Exchange Commission on August 26, 2022).
10.27
Second Amendment to the Credit Agreement between Flexsteel Industries, Inc. and Wells Fargo Bank, National Association, dated
May 24, 2023 (incorporated by reference to Form 10-K filed with the Securities and Exchange Commission on August 25, 2023).
10.28
Letter Agreement dated January 10, 2024 by and between Flexsteel Industries, Inc. and Michael Ressler (incorporated by reference
to Form 8-K filed with the Securities and Exchange Commission on January 11, 2024). *
10.29
2022 Equity Incentive Plan (incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on
December 16, 2022). *
10.30
Form of Stock Option Agreement under the 2022 Equity Incentive Plan (incorporated by reference to Form 10-Q filed with the
Securities and Exchange Commission on February 8, 2023). *
10.31
Form of Performance Share Unit Agreement under the 2022 Equity Incentive Plan (incorporated by reference to Form 10-K filed
with the Securities and Exchange Commission on August 25, 2023). *
10.32
Form of Restricted Stock Unit Agreement under the 2022 Equity Incentive Plan (incorporated by reference to Form 10-K filed with
the Securities and Exchange Commission on August 25, 2023). *
10.33
Board Observer Agreement between the Company and F. Brooks Bertsch dated April 17, 2024 (incorporated by reference to the
Form 8-K filed with the Securities and Exchange Commission on April 18, 2024).
21.1
Subsidiaries of the Company. †
23
Consent of Independent Registered Public Accounting Firm. †
31.1
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as
amended. †
31.2
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as
amended. †
32
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. †
97.1
Incentive Compensation Clawback Policy adopted October 6, 2023. †
*
Management contracts, compensatory plans and arrangements required to be filed as an exhibit to this report.
†
Filed herewith
101.INS
XBRL Instance Document**
101.SCH
XBRL Taxonomy Extension Schema Document
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB
XBRL Taxonomy Extension Labels Linkbase Document
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document
104.Cover Page
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.”
44
EXHIBIT 21.1
Subsidiaries of Flexsteel Industries, Inc.
•
DMI Sourcing Company, LLC (Kentucky)
•
Flexsteel Business Consulting (Shenzhen) Co. Ltd.
•
Home Styles Furniture Co., Ltd. (Thailand) (99.99% interest)
•
Representative Office of Flexsteel Industries, Inc. in Ho Chi Minh City (Vietnam)
•
Desert Dreams, Inc. (Iowa)
o
Shelf Company No. 74 (Mexico)
EXHIBIT 23
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Registration Statement Nos. 333-193041, 333-193042, 333-234426, 333-249820, 333-267290, and 333-
269433 on Form S-8 of our reports dated August 30, 2024, relating to the financial statements of Flexsteel Industries, Inc. and the effectiveness of Flexsteel
Industries, Inc.’s internal control over financial reporting appearing in this Annual Report on Form 10-K for the year ended June 30, 2024.
/s/ Deloitte & Touche LLP
Minneapolis, MN
August 30, 2024
EXHIBIT 31.1
CERTIFICATION
I, Derek P. Schmidt, certify that:
1.
I have reviewed this annual report on Form 10-K of Flexsteel Industries, Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period
covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
4.
The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the Registrant and have:
a)
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the period in which this report is being prepared;
b)
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under
our supervision, 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;
c)
evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)
disclosed in this report any changes in the Registrant’s internal control over financial reporting that occurred during the Registrant’s
most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over
financial reporting; and
5.
The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial
reporting, to the Registrant’s auditors and the Audit and Ethics Committee of the Registrant’s Board of Directors (or persons performing the
equivalent functions):
a)
all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are
reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
b)
any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s
internal control over financial reporting.
Date: August 30, 2024
/s/ Derek P. Schmidt
Derek P. Schmidt
President & Chief Executive Officer
EXHIBIT 31.2
CERTIFICATION
I, Michael J. Ressler, certify that:
1.
I have reviewed this annual report on Form 10-K of Flexsteel Industries, Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period
covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
4.
The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the Registrant and have:
a)
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the period in which this report is being prepared;
b)
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under
our supervision, 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;
c)
evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)
disclosed in this report any changes in the Registrant’s internal control over financial reporting that occurred during the Registrant’s
most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over
financial reporting; and
5.
The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial
reporting, to the Registrant’s auditors and the Audit and Ethics Committee of the Registrant’s Board of Directors (or persons performing the
equivalent functions):
a)
all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are
reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
b)
any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s
internal control over financial reporting.
Date: August 30, 2024
/s/ Michael J. Ressler
Michael J. Ressler
Chief Financial Officer
EXHIBIT 32
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
In connection with the Annual Report of Flexsteel Industries, Inc. (the “Company”) on Form 10-K for the fiscal year ended June 30, 2024, as
filed with the Securities and Exchange Commission on the date hereof (the “Report”), we, Derek P. Schmidt, President & Chief Executive Officer, and
Michael J. Ressler, Chief Financial Officer, of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act
of 2002, that:
(1)
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and;
(2)
The information contained in the Report fairly presents, in all material respects, the consolidated financial condition and results of operations of the
Company.
Date: August 30, 2024
/s/ Derek P. Schmidt
Derek P. Schmidt
President & Chief Executive Officer
/s/ Michael J. Ressler
Michael J. Ressler
Chief Financial Officer
FLEXSTEEL INDUSTRIES, INC.
INCENTIVE COMPENSATION CLAWBACK POLICY
Introduction
The Board of Directors (the “Board”) of Flexsteel Industries, Inc. (the “Company”) believes that it is in the best interests of the
Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the
Company’s pay-for-performance compensation philosophy. The Board has therefore adopted this policy which allows for the
recoupment of certain incentive compensation in the event of an accounting restatement resulting from material noncompliance
with financial reporting requirements under the federal securities laws (the “Policy”). This Policy is designed to comply with
Section 10D of the Securities Exchange Act of 1934 (the “Exchange Act”).
Administration
This Policy shall be administered by the Board or, if so designated by the Board, the Compensation Committee, in which case
references herein to the Board shall be deemed references to the Compensation Committee. Any determinations made by the
Board shall be final and binding on all affected individuals.
Covered Employees
This Policy applies to the Company’s current and former executive officers, as determined by the Board, in accordance with
Section 10D of the Exchange Act and the listing standards of the national securities exchange on which the Company’s securities
are listed (“Covered Executives”) and such other employees subject to the Policy pursuant to the terms of an incentive
compensation award agreement (“Other Employees”). Covered Executives and Other Employees are collectively referred to as
“Covered Employees”.
Recoupment; Accounting Restatement
In the event the Company is required to prepare an accounting restatement of its financial statements due to the Company’s
material noncompliance with any financial reporting requirement under the securities laws, the Board will require reimbursement
or forfeiture of any excess Incentive Compensation received by any Covered Executive and, in the Board’s sole discretion, by
any Other Employee during the three completed fiscal years immediately preceding the date on which the Company is required to
prepare an accounting restatement. The Board may seek the reimbursement or forfeiture of excess Incentive Compensation
received by a Covered Employee during any prior period if the Board determines, in its sole discretion, that the material
noncompliance resulting in the restatement was due to the fraud or intentional misconduct of such Covered Employee.
Incentive Compensation
For purposes of this Policy, Incentive Compensation means any of the following; provided that, such compensation is granted,
earned, or vested based wholly or in part on the attainment of a financial reporting measure:
·
Annual bonuses and other short- and long-term cash incentives.
·
Stock options.
·
Stock appreciation rights.
·
Restricted stock.
·
Restricted stock units.
·
Performance shares.
·
Performance units.
Financial reporting measures include:
·
Company stock price.
·
Total shareholder return.
·
Revenues.
·
Net income.
·
Earnings before interest, taxes, depreciation, and amortization (EBITDA).
·
Funds from operations.
·
Liquidity measures such as working capital or operating cash flow.
·
Return measures such as return on invested capital or return on assets.
·
Earnings measures such as earnings per share.
·
Any other derivative or similar financial performance measurement as is listed above, whether for the Company as a
whole and/or for a business segment.
Excess Incentive Compensation: Amount Subject to Recovery
The amount to be recovered will be the excess of the Incentive Compensation paid to the Covered Employee based on the
erroneous data over the Incentive Compensation that would have been paid to the Covered Employee had it been based on the
restated results, as determined by the Board.
If the Board cannot determine the amount of excess Incentive Compensation received by the Covered Employee directly from the
information in the accounting restatement, then it will make its determination based on a reasonable estimate of the effect of the
accounting restatement.
Method of Recoupment
The Board will determine, in its sole discretion, the timing of any repayment and method for recouping Incentive Compensation
hereunder which may include, without limitation:
·
requiring reimbursement of cash Incentive Compensation previously paid;
·
seeking recovery of any gain realized on the vesting, exercise, settlement, sale, transfer, or other disposition of any
equity-based awards;
·
offsetting the recouped amount from any compensation otherwise owed by the Company to the Covered Employee;
·
cancelling outstanding vested or unvested equity awards; and/or
·
taking any other remedial and recovery action permitted by law, as determined by the Board.
No Indemnification
The Company shall not indemnify any Covered Employees against the loss of any incorrectly awarded Incentive Compensation.
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Interpretation
The Board is authorized to interpret and construe this Policy and to make all determinations necessary, appropriate, or advisable
for the administration of this Policy. It is intended that this Policy be interpreted in a manner that is consistent with the
requirements of Section 10D of the Exchange Act and any applicable rules or standards adopted by the Securities and Exchange
Commission or any national securities exchange on which the Company’s securities are listed.
Effective Date
This Policy shall be effective as of the date it is adopted by the Board (the “Effective Date”) and shall apply to Incentive
Compensation that is approved, awarded or granted to Covered Employees on or after that date and any Incentive Compensation
previously granted pursuant to incentive plans providing for the applicability of any clawback policy adopted by the Company.
Amendment; Termination
The Board may amend this Policy from time to time in its discretion and shall amend this Policy as it deems necessary to reflect
final regulations adopted by the Securities and Exchange Commission under Section 10D of the Exchange Act and to comply
with any rules or standards adopted by a national securities exchange on which the Company’s securities are listed. The Board
may terminate this Policy at any time.
Other Recoupment Rights
The Board intends that this Policy will be applied to the fullest extent of the law. The Board may require that any employment
agreement, equity award agreement, or similar agreement entered into on or after the Effective Date shall, as a condition to the
grant of any benefit thereunder, require a Covered Employee to agree to abide by the terms of this Policy. Any right of
recoupment under this Policy is in addition to, and not in lieu of, any other remedies or rights of recoupment that may be
available to the Company pursuant to the terms of any similar policy in any employment agreement, equity award agreement, or
similar agreement and any other legal remedies available to the Company.
Impracticability
The Board shall recover any excess Incentive Compensation in accordance with this Policy, unless such recovery would be
impracticable, as determined by the Board in accordance with Rule 10D-1 of the Exchange Act and the rules of the Nasdaq Stock
Market.
Successors
This Policy shall be binding and enforceable against all Covered Employees and their beneficiaries, heirs, executors,
administrators, or other legal representatives.
Adopted: October 6, 2023
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ATTESTATION AND ACKNOWLEDGEMENT OF INCENTIVE COMPENSATION CLAWBACK POLICY
By my signature below, I acknowledge and agree that:
•
I have received and read the attached Incentive Compensation Clawback Policy (this “Policy”).
•
I hereby agree to abide by all of the terms of this Policy both during and after my employment with the Company,
including, without limitation, by promptly repaying or returning any erroneously awarded incentive compensation to the
Company as determined in accordance with this Policy.
Signature:
Printed Name:
Date:
49499311v10
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