Edgar Filing: FLEXSTEEL INDUSTRIES INC

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 December 31, 2015

☐ 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, or a smaller reporting company. See definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (check one).

Large accelerated filer ☐

Accelerated filer ☒

Non-accelerated filer ☐

Smaller reporting company ☐

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 January 28, 2016

7,610,971

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)
	December 31, 2015			June 30, 2015
ASSETS
CURRENT ASSETS:
Cash	$	329		$	1,282
Trade receivables – less allowances: December 31, 2015, $1,350; June 30, 2015, $1,400		49,779			45,101
Inventories		111,197			113,842
Deferred income taxes		5,140			4,220
Other		11,321			6,777
Total current assets		177,766			171,222
NON-CURRENT ASSETS:
Property, plant and equipment, net		66,643			64,770
Deferred income taxes		—			1,870
Other assets		3,470			6,757
TOTAL	$	247,879		$	244,619

LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable – trade	$	15,859		$	18,329
Notes payable – current		5,945			11,904
Accrued liabilities:
Payroll and related items		5,749			7,931
Insurance		5,098			4,308
Other		11,378			8,848
Total current liabilities		44,029			51,320
LONG-TERM LIABILITIES:
Supplemental retirement plans		1,705			2,915
Other liabilities		4,530			3,637
Total liabilities		50,264			57,872

SHAREHOLDERS’ EQUITY:
Cumulative preferred stock – $50 par value; authorized 60,000 shares; outstanding – none
Undesignated (subordinated) stock – $1 par value; authorized 700,000 shares; outstanding – none
Common stock – $1 par value; authorized 15,000,000 shares; outstanding December 31, 2015, 7,610,971 shares; outstanding June 30, 2015, 7,480,367 shares		7,611			7,480
Additional paid-in capital		21,075			18,827
Retained earnings		170,575			162,176
Accumulated other comprehensive loss		(1,646	)		(1,736	)
Total shareholders’ equity		197,615			186,747
TOTAL	$	247,879		$	244,619

See accompanying Notes to Consolidated Financial Statements (Unaudited).

FLEXSTEEL INDUSTRIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

(Amounts in thousands, except per share data)


	Three Months Ended December 31,						Six Months Ended December 31,
	2015			2014			2015			2014
NET SALES	$	125,410		$	114,386		$	251,942		$	223,052
COST OF GOODS SOLD		(97,726	)		(87,292	)		(196,389	)		(170,439	)
GROSS MARGIN		27,684			27,094			55,553			52,613
SELLING, GENERAL AND ADMINISTRATIVE		(19,500	)		(19,592	)		(37,990	)		(37,982	)
LITIGATION SETTLEMENT REIMBURSEMENTS		250			—			250			—
OPERATING INCOME		8,434			7,502			17,813			14,631
OTHER INCOME (EXPENSE):
Other income		116			86			67			707
Interest expense		(24	)		(34	)		(61	)		(36	)
Total		92			52			6			671
INCOME BEFORE INCOME TAXES		8,526			7,554			17,819			15,302
INCOME TAX PROVISION		(3,160	)		(2,870	)		(6,690	)		(5,740	)
NET INCOME	$	5,366		$	4,684		$	11,129		$	9,562

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING:
Basic		7,575			7,417			7,541			7,395
Diluted		7,821			7,694			7,774			7,672

EARNINGS PER SHARE OF COMMON STOCK:
Basic	$	0.71		$	0.63		$	1.48		$	1.29
Diluted	$	0.69		$	0.61		$	1.43		$	1.25

CASH DIVIDENDS DECLARED PER COMMON SHARE	$	0.18		$	0.18		$	0.36		$	0.36

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Amounts in thousands)

	Three Months Ended December 31,						Six Months Ended December 31,
	2015			2014			2015			2014
NET INCOME	$	5,366		$	4,684		$	11,129		$	9,562
OTHER COMPREHENSIVE INCOME (LOSS):
UNREALIZED GAIN ON SECURITIES IN SUPPLEMENTAL RETIREMENT PLANS		669			107			402			78
RECLASSIFICATION OF REALIZED LOSS ON SUPPLEMENTAL RETIREMENT PLANS TO OTHER INCOME		(348	)		(54	)		(256	)		(199	)
OTHER COMPREHENSIVE INCOME (LOSS) BEFORE TAXES		321			53			146			(121	)

INCOME TAX (EXPENSE) BENEFIT RELATED TO SUPPLEMENTAL RETIREMENT PLANS LOSS		(122	)		(20	)		(56	)		46
OTHER COMPREHENSIVE GAIN (LOSS), NET OF TAX		199			33			90			(75	)

COMPREHENSIVE INCOME	$	5,565		$	4,717		$	11,219		$	9,487

See accompanying Notes to Consolidated Financial Statements (Unaudited).

FLEXSTEEL INDUSTRIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(Amounts in thousands)


	Six Months Ended December 31,
		2015			2014
OPERATING ACTIVITIES:
Net income	$	11,129		$	9,562
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation		3,590			2,201
Deferred income taxes		1,805			(184	)
Stock-based compensation expense		728			1,185
Excess tax (benefit) expense from share-based payments		(687	)		41
Change in provision for losses on accounts receivable		(50	)		8
Loss (gain) on disposition of capital assets		12			(21	)
Gain on life insurance policies		(346	)		—
Changes in operating assets and liabilities:
Trade receivables		(4,628	)		(4,976	)
Inventories		2,645			(11,460	)
Other current assets		(3,809	)		(3,046	)
Other assets		—			(452	)
Accounts payable – trade		(2,117	)		2,781
Accrued liabilities		301			(1,416	)
Supplemental retirement plans		695			310
Other long-term liabilities		(17	)		(135	)
Net cash provided by (used in) operating activities		9,251			(5,602	)

INVESTING ACTIVITIES:
Purchases of investments		(1,294	)		(1,546	)
Proceeds from sales of investments		1,097			1,309
Proceeds from sale of capital assets		20			26
Proceeds from life insurance policies		2,836			—
Capital expenditures		(5,848	)		(30,242	)
Net cash used in investing activities		(3,189	)		(30,453	)

FINANCING ACTIVITIES:
Dividends paid		(2,707	)		(2,438	)
(Repayments of) proceeds from current notes payable, net		(5,959	)		6,481
Proceeds from long-term notes payable, net		—			9,514
Proceeds from issuance of common stock		1,128			518
Shares issued to employees, net of shares withheld		(164	)		—
Excess tax benefit (expense) from share-based payment		687			(41	)
Net cash (used in) provided by financing activities		(7,015	)		14,034

Decrease in cash		(953	)		(22,021	)
Cash at beginning of period		1,282			22,176
Cash at end of period	$	329		$	155

SUPPLEMENTAL INFORMATION (Amounts in thousands)

	Six Months Ended
	December 31,
	2015		2014
Income taxes paid, net	$	5,728	$	6,735
Capital expenditures in accounts payable		110		56
Interest paid		61		29

See accompanying Notes to Consolidated Financial Statements (Unaudited).

FLEXSTEEL INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE PERIOD ENDED DECEMBER 31, 2015

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 six month periods ended December 31, 2015, are not necessarily indicative of the results that may be expected for the fiscal year ending June 30, 2016. 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, 2015, appropriately represent, in all material respects, the current status of accounting policies and are incorporated by reference.

DESCRIPTION OF BUSINESS – Flexsteel Industries, Inc. and Subsidiaries (the “Company”) was incorporated in 1929 and is one of the oldest and largest manufacturers, importers and marketers of residential and commercial 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 commercial 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.

INVENTORIES

The Company values inventory at the lower of cost or net realizable value. Raw steel is valued on the last-in, first-out (“LIFO”) method. Other inventories are valued on the first-in, first-out (“FIFO”) method. Inventories valued on the LIFO method would have been approximately $1.3 million and $1.6 million higher at December 31, 2015 and June 30, 2015, respectively, if they had been valued on the FIFO method. At December 31, 2015 and June 30, 2015, the total value of LIFO inventory was $3.7 million and $2.6 million, respectively. A comparison of inventories is as follows:

(in thousands)	December 31, 2015		June 30, 2015
Raw materials	$	14,311	$	12,663
Work in process and finished parts		7,142		5,772
Finished goods		89,744		95,407
Total	$	111,197	$	113,842

FAIR VALUE MEASUREMENTS

The Company’s cash, 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. 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.

The Company maintains supplemental retirement plans, collectively referred to as the Supplemental Plan, which provides for additional annual defined contributions toward retirement benefits to certain of the Company’s executive officers. Funds of the Supplemental Plan are held in a Rabbi Trust. The assets held in the Rabbi Trust are not available for general corporate purposes. The Rabbi Trust is subject to creditor claims in the event of insolvency, but otherwise must be used only for purposes of providing benefits under the plans. As of December 31, 2015, the Company’s Supplemental Plan assets, held in the Rabbi Trust, were invested in stock and bond funds and are recorded in the Consolidated Balance Sheets at fair market value. As of December 31, 2015, the Supplemental Plan Assets were $3.4 million, with $1.8 million of the Supplemental Plan assets classified as “other current assets” and $1.6 million as “other assets” in the Consolidated Balance Sheets. As of June 30, 2015, the Supplemental Plan assets were $3.5 million, with $1.1 million classified as “other current assets” and $2.4 million classified as “other assets” in the Consolidated Balance Sheets. These assets are classified as Level 2 in accordance with fair value measurements as described above.

CREDIT ARRANGEMENTS

The Company maintains a credit agreement which provides unsecured short-term working capital financing up to $30.0 million with interest of LIBOR plus 1% (1.43% at December 31, 2015), including up to $4.0 million of letters of credit. Letters of credit outstanding at December 31, 2015 totaled $2.3 million. At December 31, 2015, outstanding borrowings were $5.6 million, which is classified as “notes payable – current” in the Consolidated Balance Sheets, in addition to the aforementioned letters of credit, leaving borrowing availability of $22.1 million. The credit agreement expires December 31, 2016. At December 31, 2015, the Company was in compliance with all of the financial covenants contained in the credit agreement.

A director of the Company is a director at a bank where the Company maintains an additional unsecured $10.0 million line of credit, with interest at prime minus 2% (1.50% at December 31, 2015), and where its routine banking transactions are processed. As of December 31, 2015, $0.3 million was outstanding on the line of credit. This line of credit matures December 31, 2016. In addition, the Supplemental Plan assets, held in a Rabbi Trust, of $3.4 million are administered by this bank’s trust department. The Company receives no special services or pricing on the services performed by the bank due to the directorship of this director.

Fair value of the Company’s debt approximates the carrying value.

STOCK BASED COMPENSATION

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

(1)

Long-Term Incentive Compensation Plans

Long-Term Incentive Compensation Plan

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 December 31, 2015, 2,594 shares have been issued. The Committee selected fully-diluted earnings per share as the performance goal for the three-year performance periods July 1, 2013 – June 30, 2016 (2014-2016), July 1, 2014 – June 30, 2017 (2015-2017) and July 1, 2015 – June 30, 2018 (2016-2018). Stock awards will be issued to participants as soon as practicable following the end of the performance periods subject to Committee approval and verification of results. 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 $0.2 million and $0.1 million for the quarters ended December 31, 2015 and December 31, 2014, respectively. For the six month periods ended December 31, 2015 and December 31, 2014, the Company recorded expense of $0.5 million and $0.2 million, respectively. If the target performance goals for 2014-2016, 2015-2017 and 2016-2018 would be achieved, the amount of compensation cost recognized over the requisite service periods would be $1.0 million for each of the three service periods.

2007 Long-Term Management Incentive Plan (2007 Plan)

The plan provided for shares of common stock and cash to be awarded to officers and key employees based on performance targets set by the Compensation Committee of the Board of Directors (the “Committee”). The Company’s shareholders approved 500,000 shares to be issued under the plan. Due to the adoption of the Long-Term Incentive Compensation Plan in December 2013, no additional shares can be awarded under the 2007 Plan. As of December 31, 2015, 240,325 shares have been issued. The Committee selected consolidated operating results for organic net sales growth and fully-diluted earnings per share as the performance goal for the three-year performance periods. Payouts for awards earned in these performance periods were 60% stock and 40% cash. Awards were paid to participants as soon as practicable following the end of the performance periods subject to Committee approval and verification of results. The compensation cost related to the number of shares granted under each performance period was fixed on the grant date, which was the date the performance period began. The short-term portion of the recorded cash award payable is classified within current liabilities, “payroll and related items”, and the long-term portion of the recorded cash award payable is classified within long-term liabilities, “other liabilities” in the Consolidated Balance Sheets. As of December 31, 2015 the Company had no liability outstanding for the plan. As of June 30, 2015, the Company recorded cash awards payable of $0.7 million within current liabilities. The Company recorded no expense during the three and six months ended December 31, 2015. The Company recorded $0.5 million and $0.8 million during the three and six months ended December 31, 2014, 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. The options are exercisable up to 10 years from the date of grant. 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. These shares received as payment are retired upon receipt.

At December 31, 2015, 570,562 shares were available for future grants. During the quarter ended December 31, 2015, no expense was recorded related to this plan. During the six months ended December 31, 2015, the Company recorded expense of $0.2 million related to this plan. During the quarter and six months ended December 31, 2014, the Company recorded expense of $0.4 million related to this plan.

2002, 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 2002, 2006 and 2009 stock option plans.

There were no options granted and no expense was recorded under these Plans during the three and six months ended December 31, 2015 and December 31, 2014.

A summary of the status of the Company’s stock plans as of December 31, 2015, June 30, 2015 and 2014 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, 2014		524		$	15.39	$	9,403
Granted		49			31.48
Exercised		(110	)		15.52
Canceled		(6	)		16.98
Outstanding and exercisable at June 30, 2015		457			17.02		11,916
Granted		26			43.09
Exercised		(105	)		13.53
Canceled		(6	)		22.32
Outstanding and exercisable at December 31, 2015		372		$	19.73	$	9,107

The following table summarizes information for options outstanding and exercisable at December 31, 2015:

				Weighted Average
Range of Prices		Options Outstanding and Exercisable (in thousands)		Remaining Life (Years)		Exercise Price
$	6.81 – 8.55		72		3.4	$	7.65
	12.35 – 13.90		81		3.6		13.14
	17.23 – 22.82		106		6.1		19.14
	27.38 – 43.09		113		8.7		32.65
$	6.81 – 43.09		372		5.8	$	19.73

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.

In computing EPS for the quarters and six months ended December 31, 2015 and 2014, net income as reported for each respective period is divided by the fully diluted weighted average number of shares outstanding:


	Three Months Ended December 31,				Six Months Ended December 31,
(in thousands)	2015		2014		2015		2014
Basic shares		7,575		7,417		7,541		7,395
Potential common shares:
Stock options		201		255		189		259
Long-term incentive plan		42		15		41		12
Non-vested shares		3		7		3		6
		246		277		233		277
Diluted shares		7,821		7,694		7,774		7,672
Anti-dilutive shares		26		—		26		—

LITIGATION

Indiana Civil Litigation – During the quarter ended December 31, 2013, the Company entered into an agreement to settle the Indiana Civil Litigation for $6.3 million. During the quarter ended December 31, 2015, the Company received $0.25 million for recovery of litigation settlement costs from insurers. This amount is recorded as “litigation settlement reimbursements” in the Consolidated Statements of Income.

During the quarters ended December 31, 2015 and 2014, the Company recorded $0.2 million of legal expenses incurred pursuing insurance coverage. During the six months ended December 31, 2015 and December 31, 2014, the Company recorded $0.2 million and $0.3 million of legal expenses. These expenses are included in “selling, general and administrative” (SG&A) expense in the Consolidated Statements of Income.

The Company will continue to pursue the recovery of additional defense and settlement costs from insurance carriers. Based on policy language and jurisdiction, insurance coverage is in question. The Iowa District Court dismissed litigation filed by the Company’s insurance carriers in Iowa after the Iowa Court of Appeals found that Indiana law applied to the insurance policies in question and the Iowa Supreme Court denied further review. The dismissal has been appealed by the insurance carriers to the Iowa Supreme Court. Concurrently, coverage litigation is proceeding against the insurance carriers in Indiana.

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.

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 2015 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 six months ended December 31, 2015 and 2014. Amounts presented are percentages of the Company’s net sales.

	Three Months Ended December 31,						Six Months Ended December 31,
	2015			2014			2015			2014
Net sales		100.0	%		100.0	%		100.0	%		100.0	%
Cost of goods sold		(77.9	)		(76.3	)		(77.9	)		(76.4	)
Gross margin		22.1			23.7			22.1			23.6
Selling, general and administrative		(15.5	)		(17.1	)		(15.1	)		(17.0	)
Litigation settlement reimbursements		0.2			—			0.1			—
Operating income		6.8			6.6			7.1			6.6
Other (expense) income, net		—			—			—			0.3
Income before income taxes		6.8			6.6			7.1			6.9
Income tax provision		(2.5	)		(2.5	)		(2.7	)		(2.6	)
Net income		4.3	%		4.1	%		4.4	%		4.3	%

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

	2015		2014		$ Change		% Change
Residential	$	105.8	$	94.8	$	11.0		11.6	%
Commercial		19.6		19.6		0.0		0.0	%
Total	$	125.4	$	114.4	$	11.0		9.6	%

Results of Operations for the Quarter Ended December 31, 2015 vs. 2014

Net sales for the quarter ended December 31, 2015 were $125.4 million, a 9.6% increase compared to $114.4 million in the prior year quarter. Residential net sales were $105.8 million in the current quarter, an increase of 11.6% from the prior year quarter of $94.8 million, which primarily reflects increased demand for upholstered furniture and to a lesser extent ready-to-assemble furniture. Commercial net sales were $19.6 million in the current and prior year quarters. As reported in the second quarter of the prior fiscal year, the Company estimated that West coast port congestion adversely impacted net sales by at least $6 million for the quarter ended December 31, 2014.

Gross margin as a percent of net sales for the quarter ended December 31, 2015 was 22.1% compared to 23.7% for the prior year quarter. The Company’s investment in expanding its distribution network capacity is currently negatively impacting gross margin by $0.6 million per quarter or 0.5% of net sales. The remainder of the decrease is primarily due to changes in customer and product mix.

Selling, general and administrative (SG&A) expenses were 15.5% of net sales in the current year quarter, compared to 17.1% of net sales in the prior year quarter. The improvement in SG&A as a percentage of net sales for the quarter reflects fixed cost leverage on higher sales volume.

During the quarter ended December 31, 2015, the Company received $0.25 million for recovery of Indiana civil litigation settlement costs from insurers. This amount is recorded as “litigation settlement reimbursements” in the Consolidated Statements of Income.

The Company realized a non-taxable gain on life insurance of $0.3 million, or $0.04 per share during the quarter ended December 31, 2015. The gain is included in “other income” in the Consolidated Statements of Income.

The effective income tax expense rate for the current quarter was 37.1% compared to an income tax expense rate of 38.0% in the prior year quarter. The effective rates include the federal statutory rate as well as the effect of the various state taxing jurisdictions.

The above factors resulted in net income for the quarter ended December 31, 2015 of $5.4 million or $0.69 per share compared to $4.7 million or $0.61 per share in the prior year quarter.

All earnings per share amounts are on a diluted basis.

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

	2015		2014		$ Change		% Change
Residential	$	212.1	$	186.3	$	25.8		13.8	%
Commercial		39.8		36.8		3.0		8.2	%
Total	$	251.9	$	223.1	$	28.8		12.9	%

Results of Operations for the Six Months Ended December 31, 2015 vs. 2014

Net sales for the six months ended December 31, 2015 were $251.9 million, a 12.9% increase compared to $223.1 million in the prior year six month period. Residential net sales were $212.1 million in the current six month period, an increase of 13.8% from the prior year period of $186.3 million, primarily due to increased demand for upholstered and ready-to-assemble products. Commercial net sales were $39.8 million in the current six month period, an increase of 8.2% compared to $36.8 million in the prior year period. As reported in the second quarter of the prior fiscal year, the Company estimated that West coast port congestion adversely impacted net sales by at least $6 million for the quarter ended December 31, 2014.

Gross margin as a percent of net sales for the six months ended December 31, 2015 was 22.1% of net sales compared to 23.6% of net sales in the prior period. The Company’s investment in expanding its distribution network capacity is currently negatively impacting gross margin by $0.6 million per quarter or 0.5% of net sales. The remainder of the decrease is primarily due to changes in customer and product mix.

SG&A expenses for the six month period ended December 31, 2015 were 15.1% of net sales compared to 17.0% of net sales in the prior year six month period. The improvement in SG&A as a percentage of net sales for the current year quarter and six month period primarily reflects fixed cost leverage on higher sales volume.

During the six months ended December 31, 2015, the Company received $0.25 million for recovery of Indiana civil litigation settlement costs from insurers. This amount is recorded as “litigation settlement reimbursements” in the Consolidated Statements of Income.

The company realized a non-taxable gain on life insurance of $0.3 million, or $0.04 per share in the six months ended December 31, 2015, and $0.4 million or $0.06 per share during the six months ended December 31, 2014. The gains are included in “other income” in the Consolidated Statements of Income.

The effective income tax expense rate for the current and prior year six month period was 37.5%. The effective rates include the federal statutory rate as well as the effect of the various state taxing jurisdictions.

The above factors resulted in net income for the six months ended December 31, 2015 of $11.1 million or $1.43 per share compared to $9.6 million or $1.25 per share for the prior year period.

All earnings per share amounts are on a diluted basis.

Liquidity and Capital Resources

Working capital (current assets less current liabilities) at December 31, 2015 was $134 million compared to $120 million at June 30, 2015. Primary changes in working capital include increases in accounts receivable of $4.7 million and other current assets of $5.5 million, decreases in inventory of $2.6 million, accounts payable of $2.5 million and current borrowings of $6.0 million. The increase in accounts receivable is due to the increase in net sales and the timing of collections. Other current assets increased primarily due to changes in tax-related items. Borrowings were reduced by $6.0 million using cash provided by operations. Capital expenditures were $5.8 million and dividend payments totaled $2.7 million.

The Company maintained a credit agreement which provided working capital financing up to $30.0 million with interest of LIBOR plus 1% (1.43% at December 31, 2015), including up to $4.0 million of letters of credit. Letters of credit outstanding at December 31, 2015 totaled $2.3 million. At December 31, 2015, outstanding borrowings were $5.6 million, which is classified as “notes payable – current” in the Consolidated Balance Sheets, in addition to the aforementioned letters of credit, leaving borrowing availability of $22.1 million. The credit agreement expires December 31, 2016. At December 31, 2015, the Company was in compliance with all of the financial covenants contained in the credit agreement.

Net cash provided by operating activities of $9.3 million in the six months ended December 31, 2015 was comprised primarily of net income of $11.1 million and increases in accounts receivable of $4.6 million and depreciation of $3.6 million and decreases in inventory of $2.6 million and accounts payable of $2.1 million. Net cash provided by operating activities in the six months ended December 31, 2014 was $5.6 million.

Net cash used in investing activities was $3.2 million and $30.5 million in the six months ended December 31, 2015 and 2014, respectively. Capital expenditures were $5.8 million and $30.2 million during the six months ended December 31, 2015 and 2014, respectively.

Net cash used in financing activities was $7.0 million in the six months ended December 31, 2015 primarily due to repayment of current borrowings of $6.0 million and dividends paid of $2.7 million. Net cash provided by financing activities was $14.0 million in the six months ended December 31, 2014, due to proceeds from borrowings of $16.0 million partially offset by dividends paid of $2.4 million.

The timing and level of additional investment required to execute the Company’s logistics strategy and develop its business information system requirements will be evaluated as the projects progress. Operating capital expenditures are estimated to be $2.6 million for the remainder of fiscal 2016. Management believes that the Company has adequate cash flows from operations and credit arrangements to meet its operating and capital requirements for fiscal year 2016. 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 December 31, 2015, 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, 2015.

Outlook

The Company believes that demand for furniture products in the United States is moderating. The prior fiscal year West coast port congestion resulted in lower second quarter net sales and higher net sales in the subsequent quarters as the congestion cleared. As a result, the Company expects moderate top line growth for the balance of the fiscal year. Residential growth is expected to continue with existing customers and products, and through product portfolio and customer base expansion. The Company believes this growth will be led by increased demand for upholstered and ready-to-assemble products. The Company is confident in its ability to take advantage of market opportunities.

The Company continues to proceed on two multi-year initiatives, designed to enhance customer experience and increase shareholder value. The Company continues to execute its logistics strategy and develop its business information system requirements. The timing and level of additional investment required for these initiatives will be evaluated as the projects progress. 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 commercial markets, combined with a conservative approach to business. We will maintain our focus on a strong balance sheet through emphasis on cash flow and increasing profitability. We believe 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 six months ended December 31, 2015 and 2014, 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.

Interest Rate Risk – The Company’s primary market risk exposure with regard to financial instruments is changes in interest rates.

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 December 31, 2015.

(b) Changes in internal control over financial reporting. During the quarter ended December 31, 2015, 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.

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, 2015.

Item 6.

Exhibits

31.1

Certification

31.2

Certification

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.

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

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:	February 9, 2016	By:	/S/ Timothy E. Hall
			Timothy E. Hall
			Chief Financial Officer
			(Principal Financial & Accounting Officer)