UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

 

 

 

FORM 10-Q

 

 

 

☒ Quarterly Report Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934 

 

For the quarterly period ended March 31, 2017

 

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, IOWA 52001-0877

(Address of Principal Executive Offices)         (Zip Code)

 

(563) 556-7730

(Registrant’s Telephone Number, Including Area Code)

 

 

 

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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) 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, a smaller reporting company, or an emerging growth company. See the 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐. No ☒.

 

Common Stock - $1.00 Par Value

Shares Outstanding as of April 12, 2017 7,815,191

  

 

 

 

 

 

PART I FINANCIAL INFORMATION

 

Item 1.Financial Statements

 

FLEXSTEEL INDUSTRIES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(Amounts in thousands, except share and per share data)        
         
   March 31,   June 30, 
   2017   2016 
ASSETS        
CURRENT ASSETS:          
Cash  $37,598   $36,780 
Investments   9,991     
Trade receivables – less allowances:          
March 31, 2017, $1,300; June 30, 2016, $1,300   43,644    44,618 
Inventories   92,698    85,904 
Other   8,401    9,141 
Total current assets   192,332    176,443 
NON-CURRENT ASSETS:          
Property, plant and equipment, net   68,949    64,124 
Deferred income taxes   2,680    3,660 
Other assets   2,384    2,669 
TOTAL  $266,345   $246,896 
           
LIABILITIES AND SHAREHOLDERS’ EQUITY CURRENT LIABILITIES:          
 Accounts payable – trade  $16,004   $11,023 
 Accrued liabilities:          
 Payroll and related items   6,117    6,986 
 Insurance   5,731    5,252 
 Other   9,036    10,096 
 Total current liabilities   36,888    33,357 
LONG-TERM LIABILITIES:          
 Other liabilities   3,968    3,889 
 Total liabilities   40,856    37,246 
           
SHAREHOLDERS’ EQUITY:          
Common stock – $1 par value; authorized 15,000,000 shares; outstanding March 31, 2017, 7,814,941 shares; outstanding June 30, 2016, 7,700,149 shares   7,815    7,700 
 Additional paid-in capital   25,849    23,259 
 Retained earnings   194,009    180,919 
 Accumulated other comprehensive loss   (2,184)   (2,228)
 Total shareholders’ equity   225,489    209,650 
 TOTAL  $266,345   $246,896 

 

See accompanying Notes to Consolidated Financial Statements (Unaudited).

 

1 

 

 

FLEXSTEEL INDUSTRIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

(Amounts in thousands, except per share data)

 

   Three Months Ended
March 31,
   Nine Months Ended
March 31,
 
   2017   2016   2017   2016 
Net sales  $120,750   $125,400   $351,330   $377,342 
Cost of goods sold   (92,304)   (96,684)   (269,506)   (293,073)
Gross margin   28,446    28,716    81,824    84,269 
Selling, general and administrative   (17,588)   (19,443)   (54,846)   (57,433)
Litigation settlement reimbursements   1,175    2,030    1,175    2,280 
Operating income   12,033    11,303    28,153    29,116 
Other income (expense)   101    (60)   252    6 
Interest expense       (9)       (69)
Income before income taxes   12,134    11,234    28,405    29,053 
Income tax provision   (4,510)   (4,290)   (10,640)   (10,980)
Net income  $7,624   $6,944   $17,765   $18,073 
                     
Weighted average number of common shares outstanding:                    
Basic   7,804    7,622    7,770    7,568 
Diluted   7,922    7,836    7,872    7,771 
                     
Earnings per share of common stock:                    
Basic  $0.98   $0.91   $2.29   $2.39 
Diluted  $0.96   $0.89   $2.26   $2.33 
                     
Cash dividends declared per common share  $0.20   $0.18   $0.60   $0.54 

  

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Amounts in thousands)  Three Months Ended
March 31,
   Nine Months Ended
March 31,
 
   2017   2016   2017   2016 
Net income  $7,624   $6,944   $17,765   $18,073 
Other comprehensive income (loss):                    
Unrealized gain (loss) on securities   3    89    (41)   491 
Reclassification of realized gain (loss) on securities to other income   8    (86)   112    (342)
Other comprehensive income before taxes   11    3    71    149 
Income tax expense related to securities gain (loss)   (4)   (1)   (27)   (57)
Other comprehensive gain, net of tax   7    2    44    92 
Comprehensive income  $7,631   $6,946   $17,809   $18,165 

  

See accompanying Notes to Consolidated Financial Statements (Unaudited).

 

2 

 

 

FLEXSTEEL INDUSTRIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) 

(Amounts in thousands)

 

 

  Nine Months Ended
March 31,
 
   2017   2016 
OPERATING ACTIVITIES:        
Net income  $17,765   $18,073 
Adjustments to reconcile net income to net cash provided by (used in) operating activities:          
Depreciation   6,038    5,528 
Deferred income taxes   953    1,764 
Stock-based compensation expense   1,364    1,024 
Excess tax benefit from share-based payments   (1,401)   (1,193)
Change in provision for losses on accounts receivable       15 
(Gain) loss on disposition of capital assets   (147)   15 
Gain on life insurance policies       (346)
Changes in operating assets and liabilities:          
Trade receivables   974    (238)
Inventories   (6,794)   16,523 
Other current assets   (712)   (5,875)
Other assets   464    22 
Accounts payable – trade   3,882    (4,651)
Accrued liabilities   1,856    926 
Other long-term liabilities   (554)   504 
Net cash provided by operating activities   23,688    32,091 
           
INVESTING ACTIVITIES:          
Purchases of investments   (12,580)   (2,304)
Proceeds from sales of investments   2,485    2,107 
Proceeds from sale of capital assets   147    27 
Proceeds from life insurance policies       2,836 
Capital expenditures   (9,764)   (7,116)
Net cash used in investing activities   (19,712)   (4,450)
           
FINANCING ACTIVITIES:          
Dividends paid   (4,499)   (4,077)
Proceeds from issuance of common stock   1,071    1,403 
Shares issued to employees, net of shares withheld   (1,131)   (164)
Excess tax benefit from share-based payment   1,401    1,193 
Repayments of current notes payable, net       (11,904)
Net cash used in financing activities   (3,158)   (13,549)
           
Increase in cash   818    14,092 
Cash at beginning of period   36,780    1,282 
Cash at end of period  $37,598   $15,374 

 

SUPPLEMENTAL INFORMATION

(Amounts in thousands)

 

  Nine Months Ended 
   March 31, 
   2017   2016 
 Income taxes paid, net  $5,795   $7,460 
 Capital expenditures in accounts payable    1,133    4 
 Interest paid       69 

 

See accompanying Notes to Consolidated Financial Statements (Unaudited).

 

3 

 

 

 

FLEXSTEEL INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE PERIOD ENDED MARCH 31, 2017

 

1.The consolidated financial statements included herein have been prepared by Flexsteel Industries, Inc. and Subsidiaries (the “Company” or “Flexsteel”), without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The information furnished in the consolidated financial statements includes normal recurring adjustments and reflects all adjustments, which are, in the opinion of management, necessary for a fair presentation of such consolidated financial statements. Operating results for the three and nine months ended March 31, 2017, are not necessarily indicative of the results that may be expected for the fiscal year ending June 30, 2017. Certain information and footnote disclosures normally included in the consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. Except to the extent updated or described below, the significant accounting policies set forth in Note 1 to the consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended June 30, 2016, appropriately represent, in all material respects, the current status of accounting policies and are incorporated by reference.

 

DESCRIPTION OF BUSINESS – Flexsteel was incorporated in 1929 and is one of the oldest and largest manufacturers, importers and marketers of residential and contract upholstered and wood furniture products in the United States. Product offerings include a wide variety of upholstered and wood furniture such as sofas, loveseats, chairs, reclining and rocker-reclining chairs, swivel rockers, sofa beds, convertible bedding units, occasional tables, desks, dining tables and chairs and bedroom furniture. The Company’s products are intended for use in home, office, hotel, healthcare and other contract applications. A featured component in most of the upholstered furniture is a unique steel drop-in seat spring from which our name “Flexsteel” is derived. The Company distributes its products throughout the United States through the Company’s sales force and various independent representatives.

 

2.INVENTORIES

 

A comparison of inventories is as follows:

 

(in thousands)  March 31,
2017
   June 30,
2016
 
Raw materials  $13,946   $12,893 
Work in process and finished parts   6,439    5,810 
Finished goods   72,313    67,201 
Total  $92,698   $85,904 

 

3.FAIR VALUE MEASUREMENTS

 

The Company’s cash, investments, accounts receivable, other current assets, accounts payable, notes payable and certain accrued liabilities are carried at amounts which reasonably approximate their fair value due to their short-term nature. Generally accepted accounting principles 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.

 

During the quarter ended March 31, 2017, the Company purchased available-for-sale securities, U.S. Treasury bills, which are recorded at fair market value. These securities are classified as “Investments” in the Consolidated Balance Sheets and will mature prior to June 30, 2017. Unrealized gains or losses are recorded in “Accumulated other comprehensive income (loss).” As of March 31, 2017, the fair market value and book value of the investments are $10.0 million. These assets are classified as Level 1 in accordance with fair value measurements described above.

 

4 

 

 

4.CREDIT ARRANGEMENTS

 

The Company maintains an unsecured credit agreement that provides short-term working capital financing up to $10.0 million with interest of LIBOR plus 1% (1.98% at March 31, 2017), including up to $4.0 million of letters of credit. Letters of credit outstanding at March 31, 2017 totaled $2.2 million. Other than the aforementioned letters of credit, the Company did not utilize borrowing availability under the credit facility, leaving borrowing availability of $7.8 million as of March 31, 2017. The credit agreement expires June 30, 2017. At March 31, 2017, the Company was in compliance with all of the financial covenants contained in the credit agreement.

 

The Company maintains an additional unsecured $10.0 million line of credit, with interest at prime minus 2% (2.0% at March 31, 2017). No amount was outstanding on the line of credit at March 31, 2017. This line of credit matures December 31, 2017.

 

5.STOCK BASED COMPENSATION

 

The Company has two stock-based compensation methods available when determining employee compensation.

 

(1)Long-Term Incentive Compensation Plans

 

The long-term incentive compensation plan provides for shares of common stock to be awarded to officers and key employees based on performance targets set by the Compensation Committee of the Board of Directors (the “Committee”). In December 2013, the Company’s shareholders approved 700,000 shares to be issued under the plan. As of March 31, 2017, 61,969 shares have been issued. The Committee selected fully-diluted earnings per share as the performance goal for the three-year performance periods July 1, 2014 – June 30, 2017 (2015-2017) and July 1, 2015 – June 30, 2018 (2016-2018). The Committee selected fully-diluted earnings per share and total shareholder return as the performance goals for the three-year performance period July 1, 2016 – June 30, 2019 (2017-2019). Stock awards will be issued to participants as soon as practicable following the end of the performance periods subject to verification of results and Committee approval. The compensation cost related to the number of shares to be granted under each performance period is fixed on the grant date, which is the date the performance period begins.

 

The Company recorded expense of $0.3 million and $0.2 million for the quarters ended March 31, 2017 and March 31, 2016, respectively. For each of the nine month periods ended March 31, 2017 and March 31, 2016, the Company recorded expense of $0.7 million. If the target performance goals for 2015-2017, 2016-2018 and 2017-2019 would be achieved, the total amount of compensation cost recognized over the requisite performance periods would be $1.0 million, $1.0 million and $1.1 million, respectively.

 

(2)Stock Plans

 

Omnibus Stock Plan

 

The Omnibus Stock Plan is for key employees, officers and directors and provides for the granting of incentive and nonqualified stock options, restricted stock, restricted stock units, stock appreciation rights and performance units. In December 2013, the Company’s shareholders approved 700,000 shares to be issued under the plan.

 

Under the plan, options were granted at an exercise price equal to the fair market value of the underlying common stock at the date of grant and exercisable for up to 10 years. All options were exercisable when granted. It is the Company’s policy to issue new shares upon exercise of stock options. The Company accepts shares of the Company’s common stock as payment for the exercise price of options. Shares received as payment are retired upon receipt. During the quarters ended March 31, 2017 and March 31, 2016, no expense was recorded related to this plan. During the nine months ended March 31, 2017 and March 31, 2016, the Company recorded expense of $0.3 million and $0.2 million related to this plan, respectively.

 

Under the plan, the Company issued 1,729 and 1,988 shares to non-executive directors as compensation and recorded expense of $0.1 million during each of the quarters ended March 31, 2017 and March 31, 2016. During the nine months ended March 31, 2017 and March 31, 2016, the Company issued 5,290 and 4,108 shares to non-executive directors as compensation and recorded expense of $0.3 million and $0.2 million, respectively.

 

5 

 

 

At March 31, 2017, 538,737 shares were available for future grants under the plan.

 

2006 and 2009 Stock Option Plans

 

The stock option plans were for key employees, officers and directors and provided for granting incentive and nonqualified stock options. Under the plans, options were granted at an exercise price equal to the fair market value of the underlying common stock at the date of grant and exercisable for up to 10 years. All options were exercisable when granted. No additional options can be granted under the 2006 and 2009 stock option plans.

 

There were no options granted and no expense was recorded under these Plans during the three and nine months ended March 31, 2017 and March 31, 2016.

 

A summary of the status of the Company’s stock plans as of March 31, 2017, June 30, 2016 and 2015, and the changes during the periods then ended is presented below:

 

   Shares
(in thousands)
   Weighted
Average
Exercise Price
   Aggregate Intrinsic Value
(in thousands)
 
Outstanding and exercisable at June 30, 2015    457   $17.02   $11,916 
Granted    26    43.09      
Exercised    (207)   12.68      
Canceled    (6)   22.32      
Outstanding and exercisable at June 30, 2016    270    22.85    4,638 
Granted    24    47.45      
Exercised    (90)   20.65      
Canceled    (8)   19.32      
Outstanding and exercisable at March 31, 2017    196   $26.92   $4,607 

 

The following table summarizes information for options outstanding and exercisable at March 31, 2017:

 

        Weighted Average 
  Range of
Prices
   Options Outstanding
and Exercisable
(in thousands)
   Remaining
Life (years)
   Exercise
Price
 
$6.96 – 12.74    22    1.2   $10.99 
 13.75 – 17.23    36    4.2    15.60 
 19.72 – 27.57    61    6.1    23.83 
 31.06 – 47.45    77    8.4    39.43 
$6.96 – 47.45    196    6.1   $26.92 

 

6.EARNINGS PER SHARE

 

Basic earnings per share (EPS) of common stock are based on the weighted-average number of common shares outstanding during each period. Diluted earnings per share of common stock include 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 shares. The Company calculates the dilutive effect of outstanding options using the treasury stock method. Anti-dilutive shares are not included in the computation of diluted EPS when their exercise price is 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 period were the end of the contingency period.

 

6 

 

 

In computing EPS for the quarters and nine months ended March 31, 2017 and 2016, net income as reported for each respective period is divided by the fully diluted weighted-average number of shares outstanding:

 

   Three Months Ended
March 31,
   Nine Months Ended
March 31,
 
(in thousands)  2017   2016   2017   2016 
Basic shares   7,804    7,622    7,770    7,568 
Potential common shares:                    
Stock options   95    162    90    157 
Long-term incentive plan   21    49    10    43 
Non-vested shares   2    3    2    3 
    118    214    102    203 
Diluted shares   7,922    7,836    7,872    7,771 
Anti-dilutive shares       26        26 

 

7.LITIGATION

 

Indiana Civil Litigation – In December 2013, the Company entered into a confidential agreement to settle the Indiana Civil Litigation. During the quarters ended March 31, 2017 and 2016, the Company received $1.2 million and $2.0 million, respectively, and during the nine months ended received $1.2 million and $2.3 million, respectively, for recovery of litigation settlement costs from insurers. These amounts are recorded as “Litigation settlement reimbursements” in the Consolidated Statements of Income.

 

During the quarter ended March 31, 2017, the Company recorded $0.1 million of legal expenses incurred pursuing insurance coverage which was offset by reimbursements of $1.2 million from insurers. During the quarter ended March 31, 2016, the Company recorded $0.2 million of legal expenses incurred pursuing insurance coverage which was offset by reimbursements of $0.8 million from insurers. During the nine months ended March 31, 2017, the Company recorded $0.3 million of legal expenses which was offset by reimbursements of $1.2 million from insurers. During the nine months ended March 31, 2016, the Company recorded $0.4 million of legal expenses which was offset by reimbursements of $0.8 million from insurers. These expenses and reimbursements are included in “Selling, general and administrative” (SG&A) expense in the Consolidated Statements of Income.

 

The recovery of litigation settlement and defense costs from insurance carriers is now complete and the Indiana litigation against insurance carriers has been closed.

 

In March 2016, the Company received a General Notice Letter for the Lane Street Groundwater Superfund Site located in Elkhart, Indiana from the United States Environmental Protection Agency (EPA). The EPA has determined that the Company may be a responsible party under the Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA). The Company continues to believe that it did not cause or contribute to the contamination. 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 in August 2016 and estimated total costs to remediate of $3.6 million. As of March 31, 2017, the EPA has not issued a special notice letter to Flexsteel which would indicate the EPA’s intent to pursue Flexsteel for contribution to the remediation cost. The Company has not recorded a liability in the Consolidated Balance Sheets because it is not possible to reasonably estimate the amount, if any, of the estimated remediation cost as responsible parties have not been named by the EPA.

 

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.

 

7 

 

 

Item 2.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 quarterly report on Form 10-Q.

 

CRITICAL ACCOUNTING POLICIES:

 

There have been no material changes to our critical accounting policies and estimates from the information provided in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, included in our 2016 annual report on Form 10-K.

 

Overview

 

The following table has been prepared as an aid in understanding the Company’s results of operations on a comparative basis for the three and nine months ended March 31, 2017 and 2016. Amounts presented are percentages of the Company’s net sales.

  

   Three Months Ended
March 31,
   Nine Months Ended
March 31,
 
   2017   2016   2017   2016 
Net sales    100.0%   100.0%   100.0%   100.0%
Cost of goods sold    (76.4)   (77.1)   (76.7)   (77.7)
Gross margin    23.6    22.9    23.3    22.3 
Selling, general and administrative    (14.6)   (15.5)   (15.6)   (15.2)
Litigation settlement reimbursements    1.0    1.6    0.3    0.6 
Operating income    10.0    9.0    8.0    7.7 
Other (expense) income, net        (0.1)   0.1     
Income before income taxes    10.0    8.9    8.1    7.7 
Income tax provision    (3.7)   (3.4)   (3.0)   (2.9)
Net income    6.3%   5.5%   5.1%   4.8%

 

Results of Operations for the Quarter Ended March 31, 2017 vs. 2016

 

The following table compares net sales for the quarter ended March 31, (in millions):

 

    2017   2016   $ Change   % Change 
Residential   $102.6   $105.8   $(3.2)   -3.0%
Contract    18.2    19.6    (1.4)   -7.1%
Total   $120.8   $125.4   $(4.6)   -3.7%

 

Net sales were $120.8 million for the quarter ended March 31, 2017, compared to net sales of $125.4 million in the prior year quarter, a decrease of 3.7%. The decrease in net sales was substantially due to lower volume in the current quarter. Residential net sales were $102.6 million in the current quarter, a decrease of 3.0% from the prior year quarter of $105.8 million. Contract net sales were $18.2 million in the current quarter, a decrease of 7.1% from the prior year quarter of $19.6 million.

 

Gross margin as a percent of net sales for the quarter ended March 31, 2017 was 23.6% compared to 22.9% for the prior year quarter. Gross margin improvements were primarily due to changes in product mix.

 

Selling, general and administrative (SG&A) expenses were 14.6% of net sales in the current year quarter, compared to 15.5% of net sales in the prior year quarter. The percentage improvement in SG&A expenses is primarily due to the net reimbursement of legal costs described below offset by $0.8 million or 0.7% of net sales incurred designing and developing a new business information system. SG&A expenses for the current and prior year quarters include reimbursements, net of recovery expenses, related to Indiana litigation of $1.1 million and $0.6 million, respectively.

 

8 

 

 

During the quarters ended March 31, 2017 and 2016, the Company received $1.2 million or $0.09 per share and $2.0 million or $0.16 per share, respectively, for recovery of Indiana civil litigation settlement costs from insurers. These amounts are recorded as “Litigation settlement reimbursements” in the Consolidated Statements of Income. The recovery of litigation settlement and defense costs from insurance carriers is now complete and the Indiana litigation against insurance carriers has been closed.

 

The effective income tax rate was 37.2% and 38.2% for the quarters ended March 31, 2017 and 2016, respectively.

 

The above factors resulted in net income of $7.6 million or $0.96 per share for the quarter ended March 31, 2017, compared to $6.9 million or $0.89 per share in the prior year quarter.

 

All earnings per share amounts are on a diluted basis.

 

Results of Operations for the Nine Months Ended March 31, 2107 vs. 2016

 

The following table compares net sales for the nine months ended March 31, (in millions):

 

    2017   2016   $ Change   % Change 
Residential   $296.8   $317.8   $(21.0)   -6.6%
Contract    54.5    59.5    (5.0)   -8.4%
Total   $351.3   $377.3   $(26.0)   -6.9%

 

Net sales for the nine months ended March 31, 2017 were $351.3 million, compared to record net sales of $377.3 million in the prior year nine month period, a decrease of 6.9%. The decrease in net sales was substantially due to lower volume in the current period. Residential net sales were $296.8 million in the current nine month period, a decrease of 6.6% from the prior year period of $317.8 million. Contract net sales were $54.5 million in the current nine month period, a decrease of 8.4% compared to $59.5 million in the prior year period.

 

Gross margin as a percent of net sales for the nine months ended March 31, 2017 was 23.3% of net sales compared to 22.3% of net sales in the prior period. Gross margin improvements were primarily due to changes in product mix.

 

SG&A expenses for the nine month period ended March 31, 2017 were 15.6% of net sales compared to 15.2% of net sales in the prior year nine month period. In the current nine month period, the Company expended $2.0 million or 0.6% of net sales upgrading the business information system. SG&A expenses for the current and prior year periods include reimbursements, net of recovery expenses, related to Indiana litigation of $0.9 million and $0.4 million, respectively.

 

During the nine months ended March 31, 2017 and 2016, the Company received $1.2 million or $0.09 per share and $2.3 million or $0.19 per share for recovery of Indiana civil litigation settlement costs from insurers. These amounts are recorded as “Litigation settlement reimbursements” in the Consolidated Statements of Income. The recovery of litigation settlement and defense costs from insurance carriers is now complete and the Indiana litigation against insurance carriers has been closed.

 

The effective income tax expense rate for the current and prior year nine month period was 37.5% and 37.8% respectively.

 

The above factors resulted in net income for the nine months ended March 31, 2017 of $17.8 million or $2.26 per share compared to $18.1 million or $2.33 per share for the prior year period.

 

All earnings per share amounts are on a diluted basis.

 

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Liquidity and Capital Resources

 

Working capital (current assets less current liabilities) at March 31, 2017 was $155.4 million compared to $143.1 million at June 30, 2016. Primary changes in working capital include increases in investments of $10.0 million, inventory of $6.8 million and accounts payable of $5.0 million.

 

For the nine months ended March 31, 2017, the Company paid $9.8 million for capital expenditures including $7.7 million invested to upgrade the business information system. Dividend payments increased 10% to $4.5 million from $4.1 million during the nine month periods ended March 31, 2017 and 2016, respectively.

 

The Company maintained a credit agreement which provided unsecured short-term working capital financing up to $10.0 million with interest of LIBOR plus 1% (1.98% at March 31, 2017), including up to $4.0 million of letters of credit. Letters of credit outstanding at March 31, 2017 totaled $2.2 million, leaving borrowing availability of $7.8 million. The credit agreement expires June 30, 2017.

 

The Company maintains an additional unsecured $10.0 million line of credit, with interest at prime minus 2% (2.0% at March 31, 2017). No amount was outstanding on the line of credit at March 31, 2017. This line of credit matures December 31, 2017.

 

Net cash provided by operating activities of $23.7 million in the nine months ended March 31, 2017 was comprised primarily of net income of $17.8 million, depreciation of $6.0 million, inventory increase of $6.8 million and accounts payable increase of $3.9 million. Net cash provided by operating activities in the nine months ended March 31, 2016 was $32.1 million.

 

Net cash used in investing activities was $19.7 million and $4.5 million in the nine months ended March 31, 2017 and 2016, respectively. Net purchases of investments were $10.1 million during the nine months ended March 31, 2017. Capital expenditures were $9.8 million and $7.1 million during the nine months ended March 31, 2017 and 2016, respectively.

 

Net cash used in financing activities was $3.2 million in the nine months ended March 31, 2017 primarily due to dividends paid of $4.5 million. Net cash used in financing activities was $13.5 million in the nine months ended March 31, 2016 primarily from repayments of borrowings of $11.9 million and dividends paid of $4.1 million.

 

Capital expenditures are estimated to be $4.7 million for the remainder of fiscal 2017. Management believes that the Company has adequate cash flows from operations and credit arrangements to meet its operating and capital requirements for fiscal year 2017. In the opinion of management, the Company’s liquidity and credit resources provide it with the ability to react to opportunities as they arise, to pay quarterly dividends to its shareholders, and to purchase productive capital assets that enhance safety and improve operations.

 

Contractual Obligations

 

As of March 31, 2017, there have been no material changes to our contractual obligations presented in our Annual Report on Form 10-K for the year ended June 30, 2016.

 

Outlook

 

The Company believes that demand for furniture products in the United States has improved as consumer confidence has stabilized. Net sales for the fourth fiscal quarter are expected to remain steady with the current quarter, which would result in the second highest fiscal year net sales compared to the prior year record. The Company continues focusing on streamlining product introductions to increase sales and controlling discretionary spending.

 

Through March 31, 2017, “Property, plant & equipment, net” in the Consolidated Condensed Balance Sheets includes $9.2 million for business information software and development. The Company has completed the design phase of the project and has progressed to the first of three development and testing cycles. Following successful testing, the Company will enter the training and readiness phase of the project for associates, customers and suppliers. When this phase indicates readiness, the business information system will be implemented. The Company anticipates this work can be completed during the fiscal year ending June 30, 2018.

 

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For the remainder of fiscal year 2017, the Company expects to have the following expenditures:

 

$3.7 million for capital expenditures and $1.0 million as SG&A expense for upgrading the business information system to better meet market conditions, customer requirements and increase operating efficiency; and
$1.0 million in operating capital expenditures.

 

The Company believes it has adequate working capital and borrowing capabilities to meet these requirements.

 

The Company remains committed to its core strategies, which include providing a wide range of quality product offerings and price points to the residential and contract markets, combined with a conservative approach to business. The Company will maintain its focus on a strong balance sheet through emphasis on cash flow and increasing profitability. The Company believes these core strategies are in the best interest of our shareholders.

 

Item 3.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, 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 and taxes 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.

 

Inflation – Increased operating costs are reflected in product or services pricing with any limitations on price increases determined by the marketplace. Inflation or other pricing pressures could impact raw material costs, labor costs and interest rates which are important components of costs for the Company and could have an adverse effect on our profitability, especially where increases in these costs exceed price increases on finished products.

 

Foreign Currency Risk – During the nine months ended March 31, 2017 and 2016, the Company did not have sales, but has purchases and other expenses denominated in foreign currencies. The market risk associated with currency exchange rates and prices is not considered significant.

 

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Item 4.Controls and Procedures

 

(a) Evaluation of disclosure controls and procedures. Based on their evaluation as of the end of the period covered by this Quarterly Report on Form 10-Q, our chief executive officer and chief financial officer have concluded that our 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 March 31, 2017.

 

(b) Changes in internal control over financial reporting. During the quarter ended March 31, 2017, there were no significant changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended) that have materially affected, or are reasonably likely to materially affect the Company’s internal control over financial reporting.

 

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 Quarterly Report on Form 10-Q, 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 our results to differ materially from those anticipated by some of the statements made herein. Investors are cautioned that all forward-looking statements involve risk and uncertainty. Some of the factors that could affect results are the cyclical nature of the furniture industry, supply chain disruptions, litigation, the effectiveness of new product introductions and distribution channels, the product mix of sales, pricing pressures, the cost of raw materials and fuel, retention and recruitment of key employees, actions by governments including laws, regulations, taxes and tariffs, inflation, 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 and general economic conditions. For further information regarding these risks and uncertainties, see the “Risk Factors” section in Item 1A of our most recent 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.

 

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PART II OTHER INFORMATION

 

Item 1A.Risk Factors

 

There has been no material change in the risk factors set forth under Part 1, Item 1A “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2016.

 

Item 6.Exhibits

 

31.1Certification
31.2Certification
32Certification 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.

 

101.INSXBRL Instance Document
101.SCHXBRL Taxonomy Extension Schema Document
101.CALXBRL Taxonomy Extension Calculation Linkbase Document
101.LABXBRL Taxonomy Extension Labels Linkbase Document
101.DEFXBRL Taxonomy Extension Definition Linkbase Document
101.PREXBRL Taxonomy Extension Presentation Linkbase Document

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

      FLEXSTEEL INDUSTRIES, INC.
       
Date: April 26, 2017   By: /S/ Timothy E. Hall  
        Timothy E. Hall
        Chief Financial Officer
        (Principal Financial & Accounting Officer)

 

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