Securities registered pursuant to Section 12(g) of the Act:


	~~Securities registered pursuant to Section 12(g) of the Act:~~
	~~None~~
	None (Title of Class)

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yeso Nox

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. Yesx Noo

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted 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). Yesox Noo

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yeso Nox

The aggregate market value of the voting stock held by non-affiliates, computed by reference to the last sales price on December 31, ~~2010~~2013 (which was the last business day of the registrant’s most recently completed second quarter) was ~~$74,061,443.~~$147,778,235.

Indicate the number of shares outstanding of each of the registrant’s classes of Common Stock, as of the latest practicable date. ~~6,715,612~~7,370,735 Common Shares ($1 par value) as of August ~~15, 2011.~~21, 2014.

DOCUMENTS INCORPORATED BY REFERENCE
In Part III, portions of the registrant’s ~~2011~~2014 Proxy Statement to be filed with the Securities and Exchange Commission within 120 days of the Registrant’s fiscal year end.

FLEXSTEEL INDUSTRIES, INC. AND SUBSIDIARIES

~~Consolidated Balance Sheets~~

~~(Amounts in thousands, except share and per share data)~~

JUNE 30,

2011

2010

ASSETS

CURRENT ASSETS:

Cash

$
17,889

$
8,278

Trade receivables – less allowance for doubtful accounts: 2011, $2,000; 2010, $2,020

31,451

35,748

Inventories

73,680

72,637

Deferred income taxes

3,700

4,050

Other

1,633

1,076

Total current assets

128,353

121,789

NONCURRENT ASSETS:

Property, plant and equipment, net

21,387

21,614

Deferred income taxes

2,560

3,010

Other assets

12,377

11,257

TOTAL

$
164,677

$
157,670

LIABILITIES AND SHAREHOLDERS’ EQUITY

CURRENT LIABILITIES:

Accounts payable – trade

$
9,899

$
10,815

Accrued liabilities:

Payroll and related items

6,922

7,023

Insurance

5,645

6,192

Other

5,204

6,959

Total current liabilities

27,670

30,989

LONG-TERM LIABILITIES:

Deferred compensation

5,270

5,096

Other liabilities

3,164

3,973

Total liabilities

36,104

40,058

COMMITMENTS AND CONTINGENCIES (Note 12)

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 2011, 6,710,612 shares; 2010, 6,645,532 shares

6,711

6,646

Additional paid-in capital

6,698

5,425

Retained earnings

115,699

107,293

Accumulated other comprehensive loss

(535
)

(1,752
)
Total shareholders’ equity

128,573

117,612

TOTAL

$
164,677

$
157,670

Consolidated Balance Sheets
(Amounts in thousands, except share and per share data)


	June 30,
	2014			2013

ASSETS

CURRENT ASSETS:
Cash	$	22,176		$	10,934
Trade Receivables - less allowances: 2014, $1,370; 2013, $1,560		38,536			36,075
Inventories		97,940			92,417
Deferred income taxes		4,230			4,970
Other		2,528			4,805
Total current assets		165,410			149,201
NONCURRENT ASSETS:
Property, plant and equipment, net		31,900			32,145
Deferred income taxes		2,170			1,190
Other assets		10,733			10,003
TOTAL	$	210,213		$	192,539

LIABILITIES AND SHAREHOLDERS’ EQUITY

CURRENT LIABILITIES:
Accounts payable - trade	$	15,818		$	13,927
Accrued liabilities:
Payroll and related items		8,452			7,836
Insurance		4,602			4,667
Other		7,894			9,072
Total current liabilities		36,766			35,502
LONG-TERM LIABILITIES:
Supplemental retirement plans		3,396			2,414
Other liabilities		3,316			3,386
Total liabilities		43,478			41,302
COMMITMENTS AND CONTINGENCIES (Note 12)
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 2014, 7,370,735 shares; 2013, 7,106,723 shares		7,371			7,107
Additional paid-in capital		15,386			10,615
Retained earnings		145,234			134,606
Accumulated other comprehensive loss		(1,256	)		(1,091	)
Total shareholders’ equity		166,735			151,237
TOTAL	$	210,213		$	192,539

See accompanying Notes to Consolidated Financial Statements.

FLEXSTEEL INDUSTRIES, INC. AND SUBSIDIARIES
Consolidated Statements of Income
(Amounts in thousands, except per share data)


	For the years ended June 30,
	2014			2013			2012
Net sales	$	438,543		$	386,189		$	352,089
Cost of goods sold		(338,280	)		(295,720	)		(266,810	)
Gross margin		100,263			90,469			85,279
Selling, general and administrative		(71,727	)		(70,198	)		(65,033	)
Litigation settlement costs		(6,250	)		—			—
Operating income		22,286			20,271			20,246
Interest and other income		1,514			610			422
Income before income taxes		23,800			20,881			20,668
Income tax provision		(8,810	)		(7,730	)		(7,600	)
Net income	$	14,990		$	13,151		$	13,068
Weighted average number of common shares outstanding:
Basic		7,231			7,041			6,781
Diluted		7,511			7,326			7,008
Earnings per share of common stock:
Basic	$	2.07		$	1.87		$	1.93
Diluted	$	2.00		$	1.80		$	1.86
Cash dividends declared per common share	$	0.60		$	0.60		$	0.45

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Amounts in thousands)


	For the years ended June 30,
	2014			2013			2012
Net income	$	14,990		$	13,151		$	13,068

Other comprehensive (loss) income:
Unrealized gains on securities in supplemental retirement plans		674			452			141
Reclassification of realized gain on supplemental retirement plans to other income		(1,316	)		(356	)		(146	)
Unrealized (losses) gains on securities in supplemental retirement plans before taxes(1)		(642	)		96			(5	)

Income tax benefit (expense) related to securities in supplemental retirement plans (losses) gains		244			(36	)		2
Net unrealized gains (losses) on securities in supplemental retirement plans		(398	)		60			(3	)

Minimum pension liability		376			787			(1,771	)
Income tax (expense) benefit related to minimum pension Liability		(143	)		(299	)		670
Net minimum pension liability		233			488			(1,101	)

Other comprehensive (loss) income, net of tax		(165	)		548			(1,104	)

Comprehensive income	$	14,825		$	13,699		$	11,964


~~FLEXSTEEL INDUSTRIES, INC. AND SUBSIDIARIES~~
(1)	See Note 9 to the Consolidated Financial Statements ~~of Operations~~
~~(Amounts in thousands, except per share data)~~

FOR THE YEARS ENDED JUNE 30,

2011

2010

2009

NET SALES

$
339,426

$
326,466

$
324,158

COST OF GOODS SOLD

(262,124
)

(251,685
)

(263,083
)
GROSS MARGIN

77,302

74,781

61,075

SELLING, GENERAL AND ADMINISTRATIVE

(60,422
)

(57,252
)

(60,792
)
FACILITY CLOSING COSTS

(1,016
)

—

(2,555
)
OPERATING INCOME (LOSS)

15,864

17,529

(2,272
)
OTHER INCOME (EXPENSE):

Interest and other income

343

361

661

Interest expense

—

(439
)

(968
)
Total

343

(78
)

(307
)
INCOME (LOSS) BEFORE INCOME TAXES

16,207

17,451

(2,579
)
INCOME TAX (PROVISION) BENEFIT

(5,790
)

(6,650
)

1,070

NET INCOME (LOSS)

$
10,417

$
10,801

$
(1,509
)

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING:

Basic

6,693

6,608

6,576

Diluted

6,929

6,697

6,576

EARNINGS (LOSS) PER SHARE OF COMMON STOCK:

Basic

$
1.56

$
1.63

$
(0.23
)
Diluted

$
1.50

$
1.61

$
(0.23
)

CASH DIVIDENDS DECLARED PER COMMON SHARE

$
0.30

$
0.20

$
0.36

See accompanying Notes to Consolidated Financial Statements.

FLEXSTEEL INDUSTRIES, INC. AND SUBSIDIARIES
~~FLEXSTEEL INDUSTRIES, INC. AND SUBSIDIARIES~~
Consolidated Statements of Changes in Shareholders’ Equity
~~(Amounts in thousands)~~

Total Par
Value of
Common
Shares ($1 Par)

Additional
Paid-In
Capital

Retained
Earnings

Accumulated
Other
Comprehensive
(Loss) Income

Total

Balance at July 1, 2008

$
6,576

$
4,256

$
101,692

$
228

$
112,752

Unrealized loss on available for sale investments, net of tax

—

—

—

(1,022
)

(1,022
)
Stock-based compensation

—

114

—

—

114

Interest rate swaps valuation adjustment, net of tax

—

—

—

(1
)

(1
)
Minimum pension liability adjustment, net of tax

—

—

—

(969
)

(969
)
Cash dividends declared

—

—

(2,367
)

—

(2,367
)
Net loss

—

—

(1,509
)

—

(1,509
)
Balance at June 30, 2009

6,576

4,370

97,816

(1,764
)

106,998

Issuance of common stock:

Stock options exercised, net

70

274

—

—

344

Unrealized gain on available for sale investments, net of tax

—

—

—

39

39

Long-term incentive compensation

—

510

—

—

510

Stock-based compensation

—

271

—

—

271

Interest rate swaps valuation adjustment, net of tax

—

—

—

177

177

Minimum pension liability adjustment, net of tax

—

—

—

(204
)

(204
)
Cash dividends declared

—

—

(1,324
)

—

(1,324
)
Net income

—

—

10,801

—

10,801

Balance at June 30, 2010

6,646

5,425

107,293

(1,752
)

117,612

Issuance of common stock:

Stock options exercised, net

65

259

—

—

324

Unrealized gain on available for sale investments, net of tax

—

—

—

348

348

Long-term incentive compensation

—

590

—

—

590

Stock-based compensation

—

424

—

—

424

Minimum pension liability adjustment, net of tax

—

—

—

869

869

Cash dividends declared

—

—

(2,011
)

—

(2,011
)
Net income

—

—

10,417

—

10,417

Balance at June 30, 2011

$
6,711

$
6,698

$
115,699

$
(535
)
$
128,573

(Amounts in thousands)


	Total Par Value of Common Shares ($1 Par)		Additional Paid-In Capital		Retained Earnings			Accumulated Other Comprehensive (Loss) Income			Total
Balance at June 30, 2011	$	6,711	$	6,698	$	115,699		$	(535	)	$	128,573
Issuance of common stock:
Stock options exercised, net		156		761		—			—			917
Unrealized gain on available for sale investments, net of tax		—		—		—			(3	)		(3	)
Long-term incentive compensation		39		761		—			—			800
Stock-based compensation		—		256		—			—			256
Minimum pension liability adjustment, net of tax		—		—		—			(1,101	)		(1,101	)
Cash dividends declared		—		—		(3,068	)		—			(3,068	)
Net income		—		—		13,068			—			13,068
Balance at June 30, 2012	$	6,906	$	8,476	$	125,699		$	(1,639	)	$	139,442
Issuance of common stock:
Stock options exercised, net		92		1,197		—			—			1,289
Unrealized gain on available for sale investments, net of tax		—		—		—			60			60
Long-term incentive compensation		109		442		—			—			551
Stock-based compensation		—		500		—			—			500
Minimum pension liability adjustment, net of tax		—		—		—			488			488
Cash dividends declared		—		—		(4,244	)		—			(4,244	)
Net income		—		—		13,151			—			13,151
Balance at June 30, 2013	$	7,107	$	10,615	$	134,606		$	(1,091	)	$	151,237
Issuance of common stock:
Stock options exercised, net		223		2,165		—			—			2,388
Unrealized gain on available for sale investments, net of tax		—		—		—			(398	)		(398	)
Long-term incentive compensation		41		724		—			—			765
Stock-based compensation		—		525		—			—			525
Excess tax benefit from stock-based payment arrangements		—		1,357		—			—			1,357
Minimum pension liability adjustment, net of tax		—		—		—			233			233
Cash dividends declared		—		—		(4,362	)		—			(4,362	)
Net income		—		—		14,990			—			14,990
Balance at June 30, 2014	$	7,371		15,386		145,234			(1,256	)		166,735

See accompanying Notes to Consolidated Financial Statements.

FLEXSTEEL INDUSTRIES, INC. AND SUBSIDIARIES
~~FLEXSTEEL INDUSTRIES, INC. AND SUBSIDIARIES~~
Consolidated Statements of Cash Flows
~~(Amounts in thousands)~~

FOR THE YEARS ENDED JUNE 30,

2011

2010

2009

OPERATING ACTIVITIES:

Net income (loss)

$
10,417

$
10,801

$
(1,509
)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

Depreciation

2,690

2,986

3,733

Deferred income taxes

54

(963
)

449

Stock-based compensation expense

1,014

781

114

Provision for losses on accounts receivable

870

920

1,240

Other non-cash, net

224

218

14

Gain on disposition of capital assets

(185
)

(9
)

(252
)
Gain on sale of investments

—

—

(462
)
Impairment of long-lived assets

—

—

138

Changes in operating assets and liabilities:

Trade receivables

3,427

(5,386
)

11,261

Inventories

(1,043
)

1,207

11,947

Other current assets

(557
)

2,837

(781
)
Other assets

(270
)

(18
)

(288
)
Accounts payable – trade

(841
)

994

(4,849
)
Accrued liabilities

(2,541
)

3,618

(2,918
)
Other long-term liabilities

367

1,028

(178
)
Deferred compensation

174

105

(352
)
Net cash provided by operating activities

13,800

19,119

17,307

INVESTING ACTIVITIES:

Purchases of investments

(698
)

(721
)

(520
)
Proceeds from sales of investments

410

359

1,460

Proceeds from sale of capital assets

187

34

676

Capital expenditures

(2,573
)

(1,251
)

(1,203
)
Net cash (used in) provided by investing activities

(2,674
)

(1,579
)

413

FINANCING ACTIVITIES:

(Repayments of) proceeds from short-term borrowings, net

—

(10,000
)

4,857

Repayment of long-term borrowings

—

—

(20,811
)
Dividends paid

(1,839
)

(1,320
)

(2,893
)
Proceeds from issuance of common stock

324

344

—

Net cash used in financing activities

(1,515
)

(10,976
)

(18,847
)

Increase (decrease) in cash and cash equivalents

9,611

6,564

(1,127
)
Cash and cash equivalents at beginning of year

8,278

1,714

2,841

Cash and cash equivalents at end of year

$
17,889

$
8,278

$
1,714

FOR THE YEARS ENDED JUNE 30,

2011

2010

2009

SUPPLEMENTAL INFORMATION CASH PAID DURING THE PERIOD FOR:

Interest

$
—

$
439

$
979

Income taxes paid (refunded)

$
7,647

$
3,587

$
(62
)
(Amounts in thousands)


	FOR THE YEARS ENDED JUNE 30,
	2014			2013			2012
OPERATING ACTIVITIES:
Net income	$	14,990		$	13,151		$	13,068
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation		4,197			3,803			2,835
Deferred income taxes		(138	)		414			23
Stock-based compensation expense		1,290			1,051			1,056
Excess tax benefit from stock-based payment arrangements		(1,357	)		(182	)		—
Provision for losses on accounts receivable		6			(215	)		(150	)
Other non-cash, net		42			69			7
Gain on disposition of capital assets		(90	)		(18	)		(34	)
Changes in operating assets and liabilities:
Trade receivables		(2,467	)		(2,260	)		(2,000	)
Inventories		(5,523	)		(9,728	)		(9,009	)
Other current assets		(278	)		58			50
Other assets		(163	)		(307	)		(308	)
Accounts payable - trade		2,117			1,082			2,699
Accrued liabilities		2,986			(138	)		572
Other long-term liabilities		265			(665	)		(174	)
Supplemental retirement plans		360			(210	)		342
Net cash provided by operating activities		16,237			5,905			8,977
INVESTING ACTIVITIES:
Purchases of investments		(5,537	)		(1,086	)		(777	)
Proceeds from sales of investments		5,209			1,273			405
Proceeds from sale of capital assets		98			21			34
Capital expenditures		(4,187	)		(6,225	)		(10,939	)
Net cash used in investing activities		(4,417	)		(6,017	)		(11,277	)
FINANCING ACTIVITIES:
Dividends paid		(4,323	)		(4,213	)		(2,535	)
Proceeds from issuance of common stock		2,388			1,107			916
Excess tax benefit from stock-based payment arrangements		1,357			182			—
Net cash used in financing activities		(578	)		(2,924	)		(1,619	)
Increase (decrease) in cash and cash equivalents		11,242			(3,036	)		(3,919	)
Cash at beginning of year		10,934			13,970			17,889
Cash at end of year	$	22,176		$	10,934		$	13,970

	FOR THE YEARS ENDED JUNE 30,
	2014			2013			2012
SUPPLEMENTAL INFORMATION
Income taxes paid	$	6,880		$	7,250		$	6,237
Capital expenditures in accounts payable	$	35		$	261		$	389

See accompanying Notes to Consolidated Financial Statements.

FLEXSTEEL INDUSTRIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements


1.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

	DESCRIPTION OF BUSINESS – Flexsteel Industries, Inc. and subsidiaries (the “Company”) is one of the oldest and largest ~~manufacturers, importers~~manufacturer, importer and ~~marketers~~marketer of residential and commercial upholstered and wooden furniture products in the United States. The Company’s furniture products include a broad line of quality upholstered and wooden furniture for residential and commercial use. 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, bedroom furniture and home and commercial office furniture. The Company has one active wholly-owned subsidiary: DMI Furniture, Inc. (“DMI”), which is a Louisville, Kentucky-based, importer and marketer of residential and commercial office furniture with warehouses in Indiana and manufacturing sources in Asia; DMI’s divisions are WYNWOOD, Homestyles and DMI Commercial Office Furniture.

	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.

	USE OF ESTIMATES – the preparation of consolidated financial statements in conformity with accounting principles generally accepted 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, 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 ~~requires~~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 DOUBTFUL~~ ACCOUNTS RECEIVABLE ALLOWANCES – the Company establishes ~~an allowance for doubtful~~ accounts ~~through review of open accounts, and historical collection and~~receivable allowances ~~amounts. The allowance for doubtful accounts is intended~~ to reduce trade accounts receivable to ~~the~~an amount that reasonably approximates their net realizable value. The Company’s accounts receivable allowances consist of an allowance for doubtful accounts which is established through review of open accounts, historical collection, and historical write-off amounts and an allowance for estimated returns on sales of the Company’s products which is based on historical product returns, as well as existing product return authorizations. The Company records a provision against revenue for estimated returns on sales of our products in the same period that the related revenues are recognized. The amount ultimately realized from trade accounts receivable may differ from the amount estimated in the consolidated financial ~~statements based on collection experience.~~statements.

	INVENTORIES – are stated at the lower of cost or ~~market.~~net realizable value. Steel products are valued on the last-in, first-out (“LIFO”) method. ~~Other~~All other inventories are valued on the first-in, first-out (“FIFO”) method.

	PROPERTY, PLANT AND EQUIPMENT – is stated at cost and depreciated using the straight-line method over the estimated useful lives of the assets. ~~For internal use software, the Company’s policy is to capitalize external direct costs of materials and services, directly related internal payroll and payroll-related costs, and interest costs.~~ These costs are amortized using the straight-line method over the useful lives.

	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. No impairments of long-lived assets or changes in depreciable or amortizable lives were incurred during fiscal year 2014, 2013 and 2012.


	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 – is ~~upon delivery~~when both product ownership and the risk of ~~product~~loss have transferred to the ~~Company’s~~ customer, ~~and collectibility~~collectability is reasonably ~~assured.~~assured, and the Company has no remaining obligations. The Company’s ordering process creates persuasive evidence of the sale arrangement and the sales ~~amount~~price is determined. The delivery of the goods to the customer completes the earnings process. Net sales consist of product sales and related delivery charge revenue, net of adjustments for returns and allowances. Shipping and handling costs are included in cost of goods sold.

	ADVERTISING COSTS – are charged to selling, general and administrative expense in the periods incurred. The Company conducts no direct-response advertising programs and there are no assets related to advertising recorded on the consolidated balance ~~sheet.~~sheets. Advertising expenditures, primarily shared customer advertising in which an identifiable benefit is received and national trade-advertising programs, were approximately ~~$4.5~~$6.1 million, ~~$4.1~~$5.6 million and ~~$4.5~~$4.9 million in fiscal ~~2011, 2010~~2014, 2013 and ~~2009,~~2012, respectively.


	DESIGN, RESEARCH AND DEVELOPMENT COSTS – are charged to selling, general and administrative expense in the periods incurred. Expenditures for design, research and development costs were approximately ~~$2.2~~$2.8 million, ~~$2.0~~$2.5 million and ~~$2.7~~$2.3 million in fiscal ~~2011, 2010~~2014, 2013 and ~~2009,~~2012, 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 $150,000 per plan year. For workers’ compensation the Company retains the first ~~$350,000~~$450,000 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 ~~the~~ accrued liabilities – insurance ~~account~~ on the consolidated balance sheets.

	INCOME TAXES – the Company uses the liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company recognizes in its financial statements the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position.

	EARNINGS ~~(LOSS)~~ PER SHARE (EPS) – basic earnings ~~(loss)~~ per share of common stock is based on the weighted-average number of common shares outstanding during each fiscal year. Diluted earnings per share of common stock includes the dilutive effect of potential common shares outstanding. The Company’s potential common shares outstanding are stock options and shares associated with the long-term management incentive compensation ~~plan, which resulted in a dilutive effect of 236,082 shares and 89,403 shares in fiscal 2011 and 2010, respectively.~~plan. 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 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 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. ~~The dilutive effect~~

	In computing EPS for the fiscal years ended 2014, 2013 and 2012, net income as reported for each respective period is divided by the fully diluted weighted average number of ~~42,539~~ shares of stock options is excluded in fiscal 2009 because the net loss caused the effect of the options to be anti-dilutive. Options to purchase 424,150 shares, 716,939 shares and 759,689 shares of common stock were outstanding in fiscal 2011, 2010 and 2009, respectively, but were not included in the computation of diluted earnings per share as their exercise prices were greater than the average market price of the common shares.outstanding:


	June 30,
(in thousands)	2014		2013		2012

Basic shares		7,231		7,041		6,781

Potential common shares:
Stock options		254		253		142
Long-term incentive plan		26		32		85
		280		285		227

Diluted shares		7,511		7,326		7,008

Anti-dilutive shares		—		10		300


	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. See Note 8 Stock-Based Compensation.

	ACCOUNTING DEVELOPMENTS – In ~~June 2011,~~May 2014, the ~~FASB~~Financial Accounting Standards Board issued ~~guidance on presentation~~Revenue from Contracts with Customers, Topic 606 (Accounting Standards Update (ASU) No. 2014-09), which provides a framework for the recognition of ~~comprehensive income. The new guidance eliminates~~revenue, with the ~~current option to report other comprehensive income and its components in the statement of changes in equity. Instead,~~objective that recognized revenues properly reflect amounts an entity is entitled to receive in exchange for goods and services. This guidance, which includes additional disclosure requirements regarding revenue, cash flows and obligations related to contracts with customers, will be ~~required to present either a continuous statement of net income and other comprehensive income or in two separate but consecutive statements. This guidance is~~ effective for the Company beginning in fiscal ~~years, and interim periods within those years, beginning after December 15, 2011. Early~~year 2018, early adoption is not permitted. The Company is currently evaluating the impact of ~~the new guidance is permitted and full retrospective application is required. We~~adopting ASU 2014-09 on its consolidated financial statements, but believes there will be ~~required to adopt this guidance beginning with our first quarter of fiscal 2013.~~no material impact, if any.


2.	INVENTORIES

	Inventories valued on a LIFO basis (steel) would have been approximately ~~$1.9~~$1.4 million and $1.7 million higher at June 30, ~~2011~~2014 and ~~2010,~~2013, respectively, if they had been valued on a FIFO basis. At June 30, ~~2011~~2014 and ~~2010~~2013 the total value of LIFO inventory was ~~$1.5~~$2.7 million and ~~$2.3~~$2.6 million, respectively. There was no material liquidation of LIFO inventory in ~~2011 and 2010.~~2014, 2013, or 2012. A comparison of inventories is as ~~follows (in thousands):~~follows:


	June 30,
(in thousands)					June 30,
	2011		2010		2014		2013
Raw materials	$	9,235	$	9,696	$	11,603	$	10,684
Work in process and finished parts		3,951		4,943		5,470		5,410
Finished goods		60,494		57,998		80,867		76,323
Total	$	73,680	$	72,637	$	97,940	$	92,417


3.	PROPERTY, PLANT AND EQUIPMENT


(in thousands)	Estimated	June 30,						Estimated	June 30,
	Life (Years)	2011			2010			Life (Years)	2014			2013
Land		$	3,984		$	3,984			$	4,460		$	4,233
Buildings and improvements	5-39		39,851			40,248		5-39		49,436			49,147
Machinery and equipment	3-7		26,513			28,251		3-7		27,460			27,048
Delivery equipment	3-5		18,180			18,269		3-5		19,556			18,689
Furniture and fixtures	3-7		4,000			4,291		3-7		6,293			6,265
Construction in progress			366			—
Total			92,894			95,043				107,205			105,382
Less accumulated depreciation			(71,507	)		(73,429	)			(75,305	)		(73,237	)
Net		$	21,387		$	21,614			$	31,900		$	32,145


4.	OTHER NONCURRENT ASSETS


(in thousands)	June 30,				June 30,
	2011		2010		2014		2013
Cash value of life insurance	$	6,815	$	6,560	$	7,529	$	7,337
Rabbi Trust assets (see Note 9)		5,533		4,683		3,095		2,529
Other		29		14		109		137
Total	$	12,377	$	11,257	$	10,733	$	10,003


5.	ACCRUED LIABILITIES – OTHER


(in thousands)	June 30,				June 30,
	2011		2010		2014		2013
Dividends	$	504	$	332	$	1,106	$	1,067
Income taxes		—		1,445		737		299
Advertising		1,873		2,200		2,706		2,220
Warranty		970		980		1,020		1,000
Supplemental retirement plans - current						693		2,989
Other		1,857		2,002		1,632		1,497
Total	$	5,204	$	6,959	$	7,894	$	9,072


6.	CREDIT ARRANGEMENTS

	The Company maintains a credit agreement which provides short-term working capital financing up to ~~$15.0~~$25.0 million with interest of LIBOR plus 1%, including ~~$5.0~~up to $4.0 million of letters of credit. Letters of credit ~~availability. No amounts were~~ outstanding at June 30, ~~2011 and 2010~~2014 totaled $2.7 million, leaving borrowing availability of $22.3 million. The Company did not utilize any borrowing availability under the ~~working capital facility.~~credit facility during the year other than the aforementioned letters of credit. The credit agreement contains financial covenants. The primary covenant is an interest coverage ratio of 3.0 to 1.0. The ratio is computed as net (loss) income plus interest expense and stock-based compensation expense less dividends divided by interest expense. In addition, the Company must maintain working capital of $60 million.expires June 30, 2016. At June 30, ~~2011,~~2014, the Company was in compliance with all of the financial covenants contained in the credit agreement. The Company is contingently liable to insurance carriers under its comprehensive general, product, and vehicle liability policies, as well as some workers’ compensation, and has provided letters of credit in the amount of $3.0 million at June 30, 2011.

	An officer of the Company is a director at a bank where the Company maintains an ~~additional~~ unsecured ~~$5.0~~$8.0 million line of credit, with interest at prime minus 1%2%, ~~but not less than 2.5%~~ and where its routine ~~daily~~ banking transactions are processed. NoThe Company did not utilize any borrowing availability during the year and no amount was outstanding on the line of credit at June 30, ~~2011 and 2010.~~2014. In addition, the supplemental retirement plans assets, held in a Rabbi Trust, ~~assets (Note 9)~~of $3.8 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 officer.

7.	INCOME TAXES

	In determining the provision for income taxes, the Company uses an estimated annual effective tax rate that is based on the annual income, ~~(loss),~~ statutory tax rates and permanent differences between book and tax. This includes recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns to the extent pervasive evidence exists that they will be realized in future periods. The deferred tax balances are adjusted to reflect tax rates by tax jurisdiction, based on currently enacted tax laws, which are expected to be in effect in the years in which the temporary differences are expected to reverse. In accordance with the Company’s income tax policy, significant or unusual items are separately recognized when they occur.

��	The components of the gross liabilities related to unrecognized tax benefits and the related deferred tax assets are as ~~follows (in thousands):~~follows:


	June 30,
(in thousands)					June 30,
	2011		2010		2014		2013
Gross unrecognized tax benefits	$	970	$	995	$	1,290	$	1,085
Accrued Interest and penalties		340		215
Accrued interest and penalties						490		425
Gross liabilities related to unrecognized tax benefits	$	1,310	$	1,210	$	1,780	$	1,510

Deferred tax assets	$	330	$	230	$	520	$	440


	A reconciliation of the beginning and ending amount of unrecognized tax benefits is as ~~follows (in thousands):~~follows:

Balance at June 30, 2009

$
404

Additions for tax positions of prior years

591

Balance at June 30, 2010

995

Reduction for tax positions of prior years

(25
)
Balance at June 30, 2011

$
970


(in thousands)	2014			2013			2012
Balance at July 1	$	1,085		$	1,000		$	970
Additions based on tax positions related to the current year		325			265			207
Additions for tax positions of prior years		—			100			—
Reductions for tax positions of prior years		(120	)		(280	)		(177	)
Balance at June 30	$	1,290		$	1,085		$	1,000

The Company records interest and penalties related to income taxes as income tax expense in the ~~Consolidated Statements~~consolidated statements of ~~Operations. The total income tax provision in fiscal years 2011, 2010 and 2009 was 35.7%, 38.1% and 41.5%, respectively, of income (loss) before income taxes.~~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 income tax provision ~~(benefit)~~ is as follows for the years ended June ~~30 (in thousands):~~30:


	2011		2010			2009
Federal – current	$	5,313	$	6,630		$	(1,410	)
State – current		423		975			(110	)
(in thousands)									2014			2013		2012
Federal- current									$	8,395		$	6,750	$	6,969
State - current										553			566		608
Deferred		54		(955	)		450			(138	)		414		23
Total	$	5,790	$	6,650		$	(1,070	)	$	8,810		$	7,730	$	7,600


	A reconciliation between the U.S. federal statutory tax rate and the effective tax rate is as follows for the years ended June 30:


	2011			2010			2009			2014			2013			2012
Federal statutory tax rate		35.0	%		35.0	%		34.0	%		35.0	%		35.0	%		35.0	%
State taxes, net of federal effect		2.6			3.7			2.7			2.2			2.6			2.9
Other		(1.9	)		(0.6	)		4.8			(0.2	)		(0.6	)		(1.1	)
Effective tax rate		35.7	%		38.1	%		41.5	%		37.0	%		37.0	%		36.8	%


	The effective tax rate for the fiscal ~~year~~years ended June 30, ~~2011~~2014 and 2013 was ~~35.7% compared to 38.1%~~37.0% and 36.8% for fiscal year 2010. The change in effective tax rate is primarily due to the change in provision for uncertain tax positions related to various state taxing jurisdictions, stock-based compensation and the benefit of the Domestic Manufacturing Deduction under Section 199 (DMD), which provides a tax benefit on U.S. based manufacturing. The DMD tax benefit available in previous years was being phased in by statute and was therefore lower than the full DMD tax benefit for 2011.

	~~Although the Company’s effective full year tax expense rate has historically ranged from 35% to 39%,~~ fiscal year ended June 30, ~~2009 reflects an effective income tax benefit rate of 41.5% due to losses or low level of earnings in various tax jurisdictions.~~2012.

	The primary components of deferred tax assets and (liabilities) are as ~~follows (in thousands):~~follows:


	June 30, 2011					June 30, 2010
(in thousands)											June 30, 2014					June 30, 2013
	Current		Long-term			Current		Long-term			Current		Long-term			Current		Long-term
Accounts receivable	$	740	$	—		$	750	$	—		$	520	$	—		$	590	$	—
Inventory		1,360		—			1,100		—			1,660		—			1,530		—
Self insurance		620		—			690		—
Self-insurance												600		—			500		—
Employee benefits		360		—			680		—			650		—			800		—
Accrued expenses		620		—			830		—			540		—			550		—
Property, plant and equipment		—		(760	)		—		(340	)		—		(740	)		—		(1,150	)
Deferred compensation		—		2,520			—		2,280
Supplemental retirement plans												260		1,290			1,000		810
Other		—		800			—		1,070			—		1,620			—		1,530
Total	$	3,700	$	2,560		$	4,050	$	3,010		$	4,230	$	2,170		$	4,970	$	1,190


	The Company is subject to U.S. federal income tax as well as income tax of multiple state and foreign jurisdictions. Generally, tax years ~~2008–2011~~2010–2013 remain open to examination by the Internal Revenue Service or other taxing jurisdictions to which we are subject.

8.	STOCK-BASED COMPENSATION

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


	(1)	Long-Term ~~Management~~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 Nominating and 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 June 30, 2014, no shares have been issued. The Committee selected fully-diluted earnings per share as the performance goal for the three-year performance period July 1, 2013 – June 30, 2016. 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 $0.5 million for the fiscal year ended June 30, 2014 related to this plan. If the target performance goals would be achieved, the total amount of compensation cost recognized over the requisite service periods (2014-2016) would be $1.1 million.

		The aggregate number of shares that could be awarded to key executives if the minimum, target or maximum performance goals are met is as follows:


(in thousands)
Performance Period	Minimum		Target		Maximum
Fiscal Year 2014 - 2016		16		47		90


	2007 Long-Term Management Incentive Plan (2007 Plan)

	The plan provides for shares of common stock and cash to be awarded to officers and key employees based on performance targets set by the Nominating and 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 June 30, 2014, 189,030 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 beginning July 1, ~~2008~~2011 and ending on June 30, ~~2011,~~2014 and beginning July 1, ~~2009~~2012 and ending on June 30, ~~2012, and beginning July 1, 2010 and ending on June 30, 2013.~~2015. The Committee has also specified that payouts, if any, for awards earned ~~under the fiscal years 2009-2011, 2010-2012 and 2011-2013~~in these performance periods will be 60% stock and 40% cash. Awards will be 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 to be granted under each performance period is fixed on the grant date, which is the date the performance period begins. The compensation cost related to the cash portion of the award is re-measured based on the equity award’s estimated fair value at the end of each reporting period. The accrual is based on the probable outcomes of the performance conditions. The short-term portion of the recorded cash award payable is classified within current liabilities, ~~(payroll~~payroll and related ~~items)~~items, and the long-term portion of the recorded cash award payable is classified within other long-term liabilities in the ~~Consolidated Balance Sheets.~~consolidated balance sheets. As of June 30, ~~2011,~~2014 and 2013, the Company has recorded ~~cash~~the cash-portion of awards payable of ~~$0.4~~$0.6 million within current liabilities and ~~$0.7 million within long-term liabilities. As of June 30, 2010, the Company recorded cash awards payable of~~ $0.4 million within long-term liabilities. ~~There have been no awards related to any of~~For the ~~performance periods as of~~fiscal years ended June 30, ~~2011.~~2014, 2013 and 2012, the Company recorded expense of $0.9 million, $1.2 million and $1.8 million, respectively.


	For the fiscal years 2012-2014 awards, based on the Company’s performance during that period, $1.0 million of compensation expense has been recognized over the requisite service periods. If the target performance goals would be achieved for the fiscal years 2013-2015 awards, the amount of compensation cost recognized over the requisite service periods would be $1.0 million based on the fair values at June 30, 2014.

	The aggregate number of shares and cash that could be awarded to key executives if the minimum, target ~~and~~or maximum performance goals are met ~~based upon the fair market value at June 30, 2011,~~ is as ~~follows (in thousands):~~follows:

Minimum

Target

Maximum

Performance Period

Shares

Cash

Shares

Cash

Shares

Cash

Fiscal Year 2009 – 2011

16

$
152

45

$
435

71

$
696

Fiscal Year 2010 – 2012

20

$
198

58

$
567

93

$
907

Fiscal Year 2011 – 2013

17

$
162

48

$
463

76

$
741


(in thousands)	Minimum				Target				Maximum
Performance Period	Shares		Cash		Shares		Cash		Shares		Cash
Fiscal Year 2012 - 2014		8	$	298		22	$	853		35	$	1,365
Fiscal Year 2013 - 2015		8	$	333		23	$	951		36	$	1,522


(2)	Stock Plans

		If the target performance goals would be achieved, the total amount of compensation cost recognized over the requisite service periods would be $0.9 million (2009-2011), $1.1 million (2010-2012) and $1.0 million (2011-2013) based on the estimated fair values at June 30, 2011. The Company recorded compensation expense of $1.3 million, $0.9 million, and $0 during fiscal years 2011, 2010 and 2009, respectively.Omnibus Stock Plan

	~~(2)~~	The Omnibus Stock ~~Option Plans~~ ~~– The stock option plans~~Plan is for key employees, officers and directors ~~provide~~and provides for the granting of incentive and nonqualified stock ~~options. Under~~options, restricted stock, restricted stock units, stock appreciation rights and performance units. In December 2013, the ~~plans,~~Company’s shareholders approved 700,000 shares to be issued under the plan. The options are ~~granted at an exercise price equal~~exercisable up to ~~the fair market value of the underlying common stock at~~10 years from the date of ~~grant, and may be exercisable for up to 10 years. All options are exercisable when granted.~~

		In fiscal years 2011, 2010 and 2009, the Company issued options for 87,500, 165,000 and 265,000 common shares at weighted average exercise prices of $17.23, $8.43 and $6.82 (the fair market value on the date of grant), respectively. The options were immediately available for exercise and may be exercised for a period of 10 years. The Company recorded compensation expense of $0.4 million, $0.3 million and $0.1 million during fiscal years 2011, 2010 and 2009, respectively. The assumptions used in determining the compensation expense are discussed below.

		The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions used for grants in fiscal 2011, 2010 and 2009, respectively; dividend yield of 1.2%, 2.4% and 7.6%, expected volatility of 33.4%, 25.3% and 21.8%; risk-free interest rate of 1.5%, 2.2% and 1.6%; and an expected life of 5, 5 and 6 years, respectively. The expected volatility and expected life are determined based on historical data.

		The weighted-average grant date fair value of stock options granted during fiscal years 2011, 2010 and 2009 was $4.84, $1.64 and $0.45, respectively. The cash proceeds, income tax benefit and aggregate intrinsic value of options (the amount by which the market price of the stock on the date of exercise exceeded the market price of stock on the date of grant) exercised during the fiscal years ended June 30, 2011, 2010 and 2009, respectively, were not material.

		~~At June 30, 2011, 423,950 shares were available for future grants.~~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.


	In fiscal year 2014, the Company issued options for 57,450 common shares at a weighted average exercise price of $27.49 (the fair market value on the date of grant). The options were immediately available for exercise. For fiscal year ended June 30, 2014, the Company recorded expense of $0.4 million. The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions used for grants in fiscal year 2014 under this plan; dividend yield of 2.2%; expected volatility of 32.6%; risk-free interest rate of 1.5%; and an expected life of 5 years. The expected volatility and expected life are determined based on historical data. The weighted-average grant date fair value of stock options granted during fiscal year 2014 was $6.63. The cash proceeds from stock options exercised were $0.1 million for fiscal years ended 2014. At June 30, 2014, 641,550 shares were available for future grants.

	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. Due to the adoption of the Omnibus Stock Plan in December 2013, 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 fiscal year ended June 30, 2014. For fiscal years ended June 30, 2013 and 2012, the Company issued options for 89,300 and 82,500 common shares at weighted average exercise prices of $20.31 and $13.87 (the fair market value on the date of grant), respectively. The options were immediately available for exercise. The Company recorded compensation expense of $0.5 million and $0.3 million during fiscal years ended 2013 and 2012, respectively.

	The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions used for grants in fiscal 2013 and 2012, respectively; dividend yield of 2.5% and 2.9%; expected volatility of 35.4% and 34.4%; risk-free interest rate of 0.8% and 0.9%; and an expected life of 5 years, respectively. The expected volatility and expected life are determined based on historical data.

	The weighted-average grant date fair value of stock options granted during fiscal years 2013 and 2012 was $5.06 and $3.11, respectively. The cash proceeds from stock options exercised were $2.3 million, $1.1 million and $0.9 million, respectively, for fiscal years ended 2014, 2013 and 2012. The income tax benefit related to the exercise of stock options was $0.4 million, $0.2 million and $0.1 million for fiscal years ended 2014, 2013 and 2012, respectively.

	A summary of the status of the Company’s stock option plans as of June 30, ~~2011, 2010~~2014, 2013 and ~~2009~~2012 and the changes during the years then ended is presented below:


	Shares (in thousands)			Weighted Average Exercise Price		Aggregate Intrinsic Value (in thousands)		Shares (in thousands)			Weighted Average Exercise Price		Aggregate Intrinsic Value (in thousands)
Outstanding and exercisable at June 30, 2009		1,020		$	12.94	$	407
Outstanding and exercisable at June 30, 2012									818		$	13.94	$	4,783
Granted		165			8.43				89			20.31
Exercised		(99	)		7.52				(109	)		13.38
Canceled		(34	)		13.40				(11	)		16.09
Outstanding and exercisable at June 30, 2010		1,052			12.70		1,168
Outstanding and exercisable at June 30, 2013									787		$	14.71	$	7,609
Granted		88			17.23				58			27.49
Exercised		(91	)		7.41				(292	)		15.55
Canceled		(3	)		17.30				(29	)		19.35
Outstanding and exercisable at June 30, 2011		1,046		$	13.56	$	2,271
Outstanding and exercisable at June 30, 2014									524		$	15.39	$	9,403


	The following table summarizes information for options outstanding and exercisable at June 30, ~~2011:~~2014:

Weighted Average

Range of
Prices

Options Outstanding
(in thousands)

Remaining
Life (Years)

Exercise
Price

$
6.81 – 10.75

254

8.0

$
7.71

12.35 – 12.74

230

6.0

12.51

14.40 – 16.52

352

3.4

15.54

17.23 – 20.27

210

5.3

18.46

$
6.81 – 20.27

1,046

5.4

$
13.56


		Options Outstanding (in thousands)		Weighted Average
Range of Prices		Options Outstanding (in thousands)		Remaining Life (Years)		Exercise Price
$	6.81 - 8.55		93		5.0	$	7.73
	12.35 - 13.90		153		4.4		12.93
	14.40 – 17.23		150		3.1		15.83
	19.21 – 27.57		128		8.8		23.33
$	6.81 – 27.57		524		5.2	$	15.39


9.	BENEFIT AND RETIREMENT PLANS

	Defined Contribution and Retirement Plans

	The Company sponsors various defined contribution ~~pension and~~ retirement plans, which cover substantially all employees, other than employees covered by multi-employer pension plans under collective bargaining agreements. Total pension and retirement plan expense was ~~$1.7~~$1.9 million, ~~$1.5~~$1.8 million and ~~$1.8~~$1.6 million in fiscal years ~~2011, 2010~~2014, 2013 and ~~2009.~~2012. The amounts include $0.5 million in fiscal year ~~2011,~~2014, $0.5 million in fiscal year 2013 and $0.4 million in fiscal ~~2010 and $0.5 million in fiscal years 2009,~~2012, for the Company’s matching contribution to retirement savings plans. The Company’s cost for pension plans is generally determined as 2% - 6% of each covered employee’s wages. The Company’s matching contribution for the retirement savings plans is generally 25% - 50% of employee contributions (up to 4% of employee earnings).

	~~In addition~~Multi-employer Pension Plans

	The Company contributes to ~~the above, amounts charged to pension expense and contributed to~~three multi-employer defined benefit pension plans ~~administered~~under the terms of collective-bargaining agreements that cover its union-represented employees. The risks of participating in these multi-employer plans are different from single-employer plans in the following aspects:
		•	Assets contributed to the multi-employer plan by ~~others under collective bargaining agreements were $0.5 million~~one employer may be used to provide benefits to employees of other participating employers.
		•	If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be shared by the remaining participating employers.
		•	If a participating employer chooses to stop participating in ~~fiscal years 2011, 2010~~some of its multi-employer plans, the employer may be required to pay those plans an amount based on the underfunded status of the plan, referred to as a withdrawal liability.

	The Company’s participation in these plans for the annual period ended June 30, 2014, is outlined in the following table. Unless otherwise noted, the most recent Pension Protection Act zone status available in 2014 and ~~2009,~~2013 is for the plan’s year-end at December 31, 2013 and 2012, 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 that 65 percent funded, plans in the yellow zone are between 65 percent and 80 percent funded, and plans in the green zone are at least 80 percent funded.


		Pension Protection Act Zone Status			Company Contributions (in thousands)							Expiration Date of Collective Bargaining Agreement	Number of Company Employees in Plan
	EIN/Pension Plan Number	June 30,		Rehabilitation Plan Status	Company Contributions (in thousands)						Surcharge Imposed
Pension Fund	EIN/Pension Plan Number	2014	2013	Rehabilitation Plan Status	2014		2013		2012		Surcharge Imposed

Central States SE and SW Areas Pension Fund	36-6044243	Red	Red	Implemented	$	252	$	243	$	254	No	03/28/2015	19

Steelworkers Pension Trust	23-6648508	Green	Green	No		380		347		285	No	10/31/2015	196

Central Pension Fund	36-6052390	Green	Green	No		7		7		7	No	05/31/2017	3
					$	639	$	597	$	546


	The cumulative cost to exit the Company’s multi-employer plans was approximately ~~$7.2~~$8.9 million on June 30, ~~2011.~~2014.


	Supplemental Retirement Plans

	The Company has unfunded ~~deferred compensation~~supplemental retirement plans with executive officers. The plans require various annual contributions for the participants based upon compensation levels and age. All participants are fully vested. At June 30, 2014 and 2013, the supplemental retirement plan liability was $4.1 million and $5.4 million, respectively, of which $0.7 million and $3.0 million were recorded in other current liabilities and $3.4 million and $2.4 million were recorded in other long-term liabilities, respectively. 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. For fiscal ~~2011, 2010~~2014, 2013 and ~~2009,~~2012, the benefit obligation was increased by interest expense of ~~$0.2~~$1.4 million, ~~$0.2~~$0.5 million and ~~$0.1 million, service costs of $0.4 million,~~ $0.3 million, deposits of $0.3 million, $0.5 million and ~~$0.2~~$0.4 million, and decreased by payments of ~~$0.4~~$3.1 million, ~~$0.4~~$1.3 million and ~~$0.6 million, respectively. At June 30, 2011 and 2010, the deferred compensation liability was $5.3 and $5.1~~$0.4 million, respectively. Funds of the deferred compensation plans 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 June 30, ~~2011,~~2014, the Company’s deferred compensation plan assets, held in the Rabbi Trust, were invested in stock and bond ~~funds.~~funds and are recorded in the consolidated balance sheets at fair market value. As of June 30, ~~2011~~2014 and ~~2010,~~2013, the fair market value of the assets held in the Rabbi Trust were ~~$5.5~~$3.8 million and ~~$4.7~~$5.8 million, respectively, $0.7 million and $3.3 million, respectively, of the assets are classified as ~~“Other Assets”~~other current assets and $3.1 million and $2.5 million, respectively, are classified as other assets in the ~~Consolidated Balance Sheets.~~consolidated balance sheets. These assets are classified as Level 2 in accordance with fair value accounting as discussed in Note 1.


	~~Under provisions of the Company’s Voluntary Deferred Compensation~~Defined Benefit Plan executive officers may defer common stock awards received as part of incentive compensation plans until retirement. Under the plan, no shares were deferred during the fiscal years ended June 30, 2011 and 2010. At June 30, 2011 and 2010, 36,867 shares and 42,094 shares with an award date value of $0.5 million and $0.6 million, respectively, had been deferred and are being held on behalf of the employees. Under the plan, 5,227 shares and 5,228 shares were distributed in fiscal years 2011 and 2010, respectively.

	~~As of June 30, 2011, the~~The Company’s defined benefit pension plan ~~has no active employees of DMI and~~ is frozen. There are a total of ~~444~~408 participants in the plan. Retirement benefits are based on years of credited service multiplied by a dollar amount negotiated under collective bargaining agreements. The Company’s policy is to fund normal costs and amortization of prior service costs at a level that is equal to or greater than the minimum required under the Employee Retirement Income Security Act of 1974 (ERISA). As of June 30, ~~2011~~2014 and ~~2010,~~2013, the Company recorded an accrued benefit liability related to the funded status of the defined benefit pension plan recognized on the Company’s consolidated balance sheets in other long-term liabilities of ~~$1.1~~$0.7 million and ~~$2.4~~$1.5 million, respectively. The accumulated benefit obligation was ~~$6.2~~$7.8 million and ~~$6.6~~$7.4 million at fiscal years ended June 30, ~~2011~~2014 and ~~2010,~~2013, respectively. The Company recorded expense of ~~$0.2~~$0.1 million, ~~$0.2~~$0.1 million and $0$0.0 million during fiscal years ~~2011, 2010~~2014, 2013 and ~~2009,~~2012, respectively, related to the plan.

10.	ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

	~~The components of comprehensive income (loss), net of income taxes, for the years ended June 30, were as follows (in thousands):~~

2011

2010

2009

Net income (loss)

$
10,417

$
10,801

$
(1,509
)
Other comprehensive income (loss) (OCI):

Change in fair value of derivatives, net of income taxes of $0, $(109) and $5, respectively

—

177

(1
)
Change in fair value of available-for-sale, Securities, net of income taxes of $(214), $(24), $631, respectively

348

39

(1,022
)
Change in minimum pension liability, net of income taxes of $(532), $124 and $595, respectively

869

(204
)

(969
)
Total other comprehensive income (loss)

1,217

12

(1,992
)
Total comprehensive income (loss)

$
11,634

$
10,813

$
(3,501
)


	The components of accumulated other comprehensive loss, net of income taxes, are as ~~follows (in thousands):~~follows:

June 30,

2011

2010

Available-for-sale securities

$
337

$
(11
)
Pension and other post-retirement benefit adjustments

(872
)

(1,741
)
Total accumulated other comprehensive loss

$
(535
)
$
(1,752
)


	June 30,
(in thousands)	2014			2013			2012
Available-for-sale securities, net of tax (1)	$	(5	)	$	394		$	334
Pension and other post-retirement benefit adjustments, net of tax (2)		(1,251	)		(1,485	)		(1,973	)
Total accumulated other comprehensive loss	$	(1,256	)	$	(1,091	)	$	(1,639	)


	(1)	The tax effect on the available-for-sale securities is a tax (benefit) expense of $(0.0) million, $0.2 million and $0.2 million at June 30, 2014, 2013 and 2012, respectively.
	(2)	The tax effect on the pension and other post-retirement benefit adjustments is a tax benefit of $0.8 million, $0.9 million and $1.2 million at June 30, 2014, 2013 and 2012, respectively.


11.	LITIGATION

	Indiana Civil Litigation– In December 2013, the Company entered into a confidential agreement to settle the Indiana Civil Litigation. The Company ~~has been named as one~~paid $6.25 million to Plaintiffs to settle the matter without admission of ~~several defendants in an Indiana civil lawsuit related to groundwater contamination. The lawsuit alleges that the contamination source is a property once owned by the Company.~~wrongdoing. The Company ~~does not~~continues to believe that it ~~caused~~did not cause or ~~contributed~~contribute to the contamination. This ~~lawsuit~~settlement is in its preliminary stages. Plaintiffs have not identified a dollar amount of their alleged damages and the status of insurance coverage has not been determined. We are unable to estimate a range of reasonably possible outcomes or losses at this time. Accordingly, no accrual related to this matter has been recorded as litigation settlement costs in the consolidated statements of income.

	During the fiscal years ended June 30, ~~2011 financial statements. Legal~~2014, 2013 and 2012, the Company recorded $2.1 million, $2.3 million and $2.4 million, respectively, in legal and other related expenses ~~of $0.5 million have been~~that were incurred responding to ~~this lawsuit~~the lawsuits and pursuing insurance coverage. These expenses are included in ~~Selling, General and Administrative~~SG&A expense in the ~~fiscal year 2011 Consolidated Statement~~consolidated statements of ~~Operations.~~income.


	During the fiscal year ended June 30, 2014, the Company received approximately $2.8 million from insurance carriers to reimburse the Company for certain legal defense costs. These reimbursement amounts are recorded in SG&A as a reduction of legal expenses. The Company did not receive reimbursements for certain legal defense costs during fiscal years 2013 and 2012. 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 Company filed an appeal to the Iowa Supreme Court regarding two adverse opinions of an Iowa District Court regarding coverage issues. The Iowa Court of Appeals reversed the District Court, ruling in favor of the Company, and the Iowa Supreme Court denied further review. The cases have now been returned to the Iowa District Court for further proceedings.

	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.

12.	COMMITMENTS AND CONTINGENCIES

	FACILITY LEASES – the Company leases certain facilities and equipment under various operating leases. These leases require the Company to pay the lease cost, operating costs, including property taxes, insurance, and maintenance. Total lease expense related to the various operating leases was approximately ~~$2.7~~$2.8 million, ~~$3.4~~$2.5 million and ~~$4.3~~$2.2 million in fiscal ~~2011, 2010~~2014, 2013 and ~~2009,~~2012, respectively.

	Expected future minimum commitments under operating leases as of June 30, ~~2011~~2014 were as ~~follows (in thousands):~~follows:


(in thousands)

Fiscal Year Ended June 30,	Fiscal Year Ended June 30,			Fiscal Year Ended June 30,
2012		$	1,851
2013			1,315
2014			751
2015			165		$	2,781
2016			—			2,464
2017						1,675
2018						1,727
2019						1,781
Thereafter			—			1,653
		$	4,082		$	12,081


13.	~~FACILITY CLOSING COSTS~~

	During the fiscal year 2011, the Company closed a manufacturing facility and recorded pre-tax charges for facility closing costs of $1.0 million. The charges represent employee separation costs of $0.6 million and other closing costs of $0.4 million and were classified as “Facility Closing Costs” in the Consolidated Statements of Operations and June 30, 2011. At June 30, 2011, the closure is completed and there were no facility consolidation liabilities remaining.

~~14.~~	SEGMENT REPORTING

	The Company operates in one reportable ~~operating~~ segment, furniture products. Our operations involve the distribution of manufactured and imported furniture for residential and commercial markets. The Company’s furniture products are sold primarily throughout the United States 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.

	Set forth below is information for the past three fiscal years showing the Company’s net sales attributable to each of the areas of ~~application (in thousands):~~application:


	FOR THE YEARS ENDED JUNE 30,
(in thousands)							FOR THE YEARS ENDED JUNE 30,
	2011		2010		2009		2014		2013		2012
Residential	$	258,095	$	246,041	$	230,727	$	359,565	$	311,214	$	275,442
Commercial		81,331		80,425		93,431		78,978		74,975		76,647
	$	339,426	$	326,466	$	324,158	$	438,543	$	386,189	$	352,089


14.	SUBSEQUENT EVENT

	On August 8, 2014, the Company entered into an agreement with ELHC I, LLC (the Seller), to purchase real property from the Seller for $24.1 million. The real property is located in Edgerton, Kansas and includes approximately 26.6 acres of land together with a building of approximately 500,000 square feet. The Company intends to utilize available cash and borrowing availability to fund the transaction.


15.	SUPPLEMENTARY QUARTERLY FINANCIAL INFORMATION– UNAUDITED


(in thousands, except per share amounts)	FOR THE QUARTER ENDED								FOR THE QUARTER ENDED
	September 30		December 31		March 31		June 30		September 30		December 31			March 31		June 30
Fiscal 2011:
Fiscal 2014:
Net sales	$	87,230	$	82,821	$	85,175	$	84,200	$	104,348	$	112,534		$	110,532	$	111,129
Gross margin		19,606		18,825		18,207		20,664		23,645		26,059			25,044		25,515
Net income (1)		2,343		2,131		2,455		3,488
Litigation settlement										—		(6,250	)		—		—
Net income										3,768		1,170			4,420		5,632
Earnings per share:
Basic	$	0.35	$	0.32	$	0.37	$	0.52	$	0.53	$	0.16		$	0.61	$	0.77
Diluted	$	0.34	$	0.31	$	0.35	$	0.50	$	0.51	$	0.16		$	0.58	$	0.74


~~(1)~~	~~The quarter ended September 30, 2010 includes facility closing costs after-tax of $1.0 million or $0.15 per share, respectively.~~


(in thousands, except per share amounts)	FOR THE QUARTER ENDED								FOR THE QUARTER ENDED
	September 30		December 31		March 31		June 30		September 30		December 31		March 31		June 30
Fiscal 2010:
Fiscal 2013:
Net sales	$	75,941	$	83,524	$	81,451	$	85,550	$	91,237	$	94,590	$	98,351	$	102,010
Gross margin		16,556		20,041		18,033		20,151		21,101		22,747		22,839		23,781
Net income		1,380		2,964		2,320		4,137		2,872		2,922		3,118		4,240
Earnings per share:
Basic	$	0.21	$	0.45	$	0.35	$	0.62	$	0.41	$	0.42	$	0.44	$	0.60
Diluted	$	0.21	$	0.45	$	0.34	$	0.61	$	0.40	$	0.40	$	0.42	$	0.57


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 (“CEO”) and Chief Financial Officer (“CFO”) have concluded that the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e)) under the Securities Act of 1934, as amended) were effective as of June 30, ~~2011.~~2014.

Changes in internal control over financial reporting – During the ~~year-ended~~fiscal quarter ended June 30, ~~2011,~~2014, there was no change in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) that has materially affected, or is reasonably likely to materially affect the Company’s internal control over financial reporting.

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. We performed an evaluation under the supervision and with the participation of our management, including the CEO and CFO, to assess the effectiveness of the design and operation of our disclosure controls and procedures under the Exchange Act as of June 30, ~~2011.~~2014. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control — Integrated ~~Framework.~~Framework (1992). Based on those criteria, management concluded that the internal control over financial reporting is effective as of June 30, ~~2011.~~2014. The effectiveness of the Company’s internal control over financial reporting as of June 30, 2014, has been audited by Deloitte & Touche LLP, our independent registered public accounting firm, as stated in their report in Part II, Item 8 of this Form 10-K.


Item 9B.	Other Information

None.

PART III


Item 10.	Directors, Executive Officers and Corporate Governance

The information contained in the Company’s ~~2011~~2014 definitive proxy statement to be filed with the Securities and Exchange Commission under the sections captioned “Proposal 1 Election of Directors,” “Corporate Governance – Audit and Ethics Committee,” “Corporate Governance – Nomination ~~Matters”~~Matters,” and “Section 16(a) Beneficial Ownership Reporting Compliance” is incorporated herein by reference.

The Company has adopted a code of ethics called theGuidelines for Business Conduct that applies to the Company’s employees, including the principal executive officer, principal financial officer, principal accounting officer or controller, and persons performing similar functions. A copy of the code of ethics is posted on our website at www.flexsteel.com.

~~The executive officers of the Company, their ages, positions (in each case as of June 30, 2011), and the year they were first elected or appointed an officer of the registrant, are as follows:~~


~~Name (age)~~		~~Position (date first became officer)~~
~~Ronald J. Klosterman (63)~~		~~President & Chief Executive Officer (1989)~~
~~James R. Richardson (67)~~		~~Senior Vice President of Residential Sales and Marketing (1979)~~
~~Thomas D. Burkart (68)~~		~~Senior Vice President of Vehicle Seating (1984)~~
~~Patrick M. Crahan (63)~~		~~Senior Vice President of Commercial Seating (1989)~~
~~Jeffrey T. Bertsch (56)~~		~~Senior Vice President of Corporate Services (1989)~~
~~Donald D. Dreher (61)~~		~~Senior Vice President (2004), President & CEO of DMI Furniture, Inc. (1986)~~
~~James E. Gilbertson (61)~~		~~Senior Vice President of Vehicle Seating (1989)~~
~~Timothy E. Hall (53)~~		~~Senior Vice President-Finance, Chief Financial Officer, Secretary & Treasurer (2000)~~


Item 11.	Executive Compensation

The information contained in the Company’s ~~2011~~2014 definitive proxy statement to be filed with the Securities and Exchange Commission under the sections captioned “Executive Compensation,” and “Director Compensation,” is incorporated herein by reference.


Item 12.	Security Ownership of Certain Beneficial Owners and Managementand Related Stockholder Matters

The information contained in the Company’s ~~2011~~2014 definitive proxy statement to be filed with the Securities and Exchange Commission under the sections captioned “Ownership of Stock By Directors and Executive Officers,” “Ownership of Stock by Certain Beneficial Owners,” and “Equity Compensation Plan Information” is incorporated herein by reference.


Item 13.	Certain Relationships and Related Transactions, and Director Independence

~~This~~The information contained under the sections “Interest of Management and Others in Certain Transactions” and “Corporate Governance – Board of Directors” in the Company’s ~~2011~~2014 definitive proxy statement to be filed with the Securities and Exchange Commission is incorporated herein by reference.


Item 14.	Principal Accountant Fees and Services

~~Deloitte & Touche LLP was~~The information contained in the Company’s independent registered public accounting firm in fiscal 2011. In addition to performing the audit of the Company’s consolidated financial statements, Deloitte & Touche LLP provided various audit-related services during fiscal 2011.

~~The Audit and Ethics Committee pre-approves both the type of services~~2014 definitive proxy statement to be ~~provided~~filed with the Securities and Exchange Commission under the sections captioned “Independent Registered Public Accounting Firm” is incorporated herein by Deloitte & Touche LLP and the estimated fees related to these services. The Audit and Ethics Committee reviewed professional services and the possible effect on Deloitte & Touche LLP’s independence was considered. The Audit and Ethics Committee has considered and found the provision of services for non-audit services compatible with maintaining Deloitte & Touche LLP’s independence. All services provided by Deloitte & Touche LLP during fiscal 2011 were pre-approved by the Audit and Ethics Committee.reference.

2011

2010

Audit Fees (1)

$
357,500

$
376,000

Tax Fees (2)

15,000

—

$
372,500

$
376,000


~~(1)~~	Professional fees and expenses for the audit of financial statements for fiscal 2011 and fiscal 2010 consisted of (i) audit of the Company’s annual consolidated financial statements; (ii) reviews of the Company’s quarterly consolidated financial statements; (iii) employee benefit plan audits; (iv) consents and other services related to Securities and Exchange Commission matters; and (v) consultations on financial accounting and reporting matters arising during the course of the audit and reviews. Fiscal 2010 also included internal control over financial reporting services.

~~(2)~~	Professional fees and expenses for tax services billed in fiscal 2011 consisted of tax planning and advice services totaling $15,000 and consisted of (i) tax advice related to structuring certain proposed transactions; and (ii) general tax planning matters.

PART IV


Item 15.	Exhibits, Financial Statement Schedules, and Reports on Form 8-K


(a)	(1)	Financial Statements

	The financial statements of the Company are set forth above in Item 8.

	(2)	Schedules

~~The following financial statement schedules for the years ended June 30, 2011, 2010 and 2009 are submitted herewith:~~

~~SCHEDULE II~~

~~RESERVES~~

~~For the Years Ended June 30, 2011, 2010 and 2009~~

Description

Balance at
Beginning of
Year

Additions
Charged to
Income

Deductions
from
Reserves

Balance at
End of Year

Allowance for Doubtful Accounts:

2011

$
2,020,000
$
870,000
$
(890,000
)
$
2,000,000
2010

$
1,760,000
$
920,000
$
(660,000
)
$
2,020,000
2009

$
2,110,000
$
1,240,000
$
(1,590,000
)
$
1,760,000


	The following financial statement schedules for the years ended June 30, 2014, 2013 and 2012 are submitted herewith:

SCHEDULE II

VALUATION AND QUALIFYING ACCOUNTS

For the Years Ended June 30, 2014, 2013 and 2012


(in thousands) Description	Balance at Beginning of Year		(Additions) Reductions to Income			Additions to (Deductions from) Reserves			Balance at End of Year
Accounts Receivable Allowances:
2014		1,560		6			(196	)		1,370
2013	$	1,910	$	(215	)	$	(135	)	$	1,560
2012	$	2,000	$	(150	)	$	60		$	1,910

Other schedules are omitted because they are not required or are not applicable or because the required information is included in the financial statements.


(3)	Exhibits

Exhibit No.
	~~(3)~~	~~Exhibit No.~~

	3.1	Amended and Restated Articles of Incorporation of the Company ~~incorporated~~(incorporated by reference to Form 8-K, as filed with the Securities and Exchange Commission on December 8, ~~2010.~~2010).

	3.2	Amended and Restated Bylaws of the Company ~~incorporated~~(incorporated by reference to Form 8-K, as filed with the Securities and Exchange Commission on December 8, ~~2010.~~2010).

	10.1	1995 Stock Option Plan incorporated by reference from the 1995 Flexsteel definitive proxy statement. *


	~~10.2~~	1999 Stock Option Plan incorporated by reference from the 1999 Flexsteel definitive proxy statement. *

	~~10.3~~	Flexsteel Industries, Inc. Voluntary Deferred Compensation Plan (incorporated by reference to Exhibit No. 10.5 to the Annual Report on Form 10-K for the fiscal year ended June 30, 2001). *

	~~10.4~~10.2	Flexsteel Industries, Inc. Restoration Retirement Plan (incorporated by reference to Exhibit No. 10.6 to the Annual Report on Form 10-K for the fiscal year ended June 30, 2001). *

	~~10.5~~10.3	Flexsteel Industries, Inc. Senior Officer Supplemental Retirement Plan (incorporated by reference to Exhibit No. 10.7 to the Annual Report on Form 10-K for the fiscal year ended June 30, 2001). *

	~~10.6~~10.4	2002 Stock Option Plan (incorporated by reference to Appendix A from the 2002 Flexsteel definitive proxy statement). *

	~~10.7~~	Agreement and Plan of Merger, dated as of August 12, 2003, by and among Flexsteel, Churchill Acquisition Corp. and DMI (incorporated by reference to Exhibit 99(d)(1) of Flexsteel Industries, Inc.’s Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on August 20, 2003).

	~~10.8~~10.5	Flexsteel Industries, Inc. 2006 Stock Option Plan (incorporated by reference to Appendix C from the 2006 Flexsteel Proxy Statement filed with the Securities and Exchange Commission on October 31, 2006).

	~~10.9~~10.6	Employment Agreement dated October 1, 2006 between Flexsteel Industries, Inc. and Donald D. Dreher (incorporated by reference to Exhibit 10.1 to Flexsteel’s Form 8-K filed with the Securities and Exchange Commission on October 5, 2006). *

	~~10.10~~10.7	Amendment to Employment Agreement dated June 27, 2008 between Flexsteel Industries, Inc. and Donald D. Dreher (incorporated by reference to Exhibit 10.3 to Flexsteel’s Form 8-K filed with the Securities and Exchange Commission on June 27, 2008).*

	~~10.11~~10.8	Flexsteel Industries, Inc. 2007 Long-Term Management Compensation Plan (incorporated by reference to Appendix C to the Definitive Proxy Statement on Schedule 14A filed with the Commission on November 1, 2007). *

	~~10.12~~10.9	2009 Stock Option Plan (incorporated by reference to Appendix A from the 2009 Flexsteel definitive proxy statement). *

	~~10.13~~10.10	Credit Agreement dated ~~June 7, 2011~~April 14, 2010 between Flexsteel Industries, Inc. and Wells Fargo Bank, ~~N. A.~~N.A. (incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on April 19, 2010).

10.11	First Amendment dated June 7, 2011 to Credit Agreement dated April 14, 2010 between Flexsteel Industries, Inc. and Wells Fargo Bank, N.A. (incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on June 9, 2011).

10.12	~~10.14~~	~~Revolving Line of~~Second Amendment dated May 11, 2012 to Credit ~~Note~~Agreement dated ~~June 7, 2011~~April 14, 2010 between Flexsteel Industries, Inc. and Wells Fargo Bank, ~~N. A.~~N.A. (incorporated by reference to Form 10-Q for the period ended March 31, 2013 filed with the Securities and Exchange Commission on April 18, 2013).

10.13	Third Amendment dated June 28, 2013 to Credit Agreement dated April 14, 2010 between Flexsteel Industries, Inc. and Wells Fargo Bank, N.A. (incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on July 5, 2013).

10.14	Restricted Stock Unit Award Agreement for Karel K. Czanderna, dated July 1, 2012 (incorporated by reference to Exhibit 4.1 of Flexsteel’s Form S-8 filed with the Securities and Exchange Commission on August 20, 2012.)*

10.15	Form of Notification of Award for the Cash Incentive Compensation Plan (incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on December 13, 2013.)


10.16	Form of Notification of Award for the Long-Term Incentive Compensation Plan (incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on December 13, 2013.)

10.17	Form of Notification of Award for incentive 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.)

10.18	Form of Notification of Award for 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.)

10.19	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.)

10.20	Form of Notification of Award for restricted stock units issued under the Omnibus Stock Plan (incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on December 13, 2013.)

10.21	Long-Term Incentive Compensation Plan, dated July 1, 2013 (incorporated by reference to Exhibit 4.1 of Flexsteel’s Form S-8 filed with the Securities and Exchange Commission on December 23, 2013.)*

10.22	Omnibus Stock Plan, dated July 1, 2013 (incorporated by reference to Exhibit 4.1 of Flexsteel’s Form S-8 filed with the Securities and Exchange Commission on December 23, 2013.)*

10.23	Fourth Amendment to Credit Agreement dated June 27, 2014 between Flexsteel Industries, Inc. and Wells Fargo Bank, N.A. (incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on June ~~9, 2011)~~27, 2014).

10.24	Revolving Line of Credit Note dated June 27, 2014 between Flexsteel Industries, Inc. and Wells Fargo Bank, N.A. (incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on June 27, 2014).

10.25	Purchase and Sale Agreement dated August 8, 2014 between Flexsteel Industries, Inc. and ELHC I, LLC (incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on August 14, 2014).

21.1	Subsidiaries of the Company. Filed herewith.

	23	Consent of Independent Registered Public Accounting Firm. Filed herewith.

	31.1	Certification. Filed herewith.

	31.2	Certification. Filed herewith.

	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. 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.

	*Management contracts, compensatory plans and arrangements required to be filed as an exhibit to this report.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


Date:	August ~~19, 2011~~27, 2014		FLEXSTEEL INDUSTRIES, INC.

		By:	/S/ ~~Ronald J. Klosterman~~Karel K. Czanderna
			~~Ronald J. Klosterman~~Karel K. Czanderna
			Chief Executive Officer
			and
			Principal Executive Officer

		By:	/S/ Timothy E. Hall
			Timothy E. Hall
			Chief Financial Officer
			and
			Principal Financial and Accounting 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 ~~19, 2011~~27, 2014	/S/ ~~L. Bruce Boylen~~Lynn J. Davis
		~~L. Bruce Boylen~~Lynn J. Davis
		~~Chairman~~Chair of the Board of Directors

Date:	August ~~19, 2011~~27, 2014	/S/ Karel K. Czanderna
		Karel K. Czanderna
		Director

Date:	August 27, 2014	/S/ Jeffrey T. Bertsch
		Jeffrey T. Bertsch
		Director

Date:	August 27, 2014	/S/ Mary C. Bottie
		Mary C. Bottie
		Director

Date:	August 27, 2014	/S/ Patrick M. Crahan
		Patrick M. Crahan
		Director

Date:	August 27, 2014	/S/ Robert E. Deignan
		Robert E. Deignan
		Director

Date:	August 27, 2014	/S/ Thomas M. Levine
		Thomas M. Levine
		Director

Date:	August 27, 2014	/S/ Ronald J. Klosterman
		Ronald J. Klosterman
		Director

Date:	August ~~19, 2011~~	~~/S/ Jeffrey T. Bertsch~~
		~~Jeffrey T. Bertsch~~
		~~Director~~

~~Date:~~	~~August 19, 2011~~	~~/S/ Mary C. Bottie~~
		~~Mary C. Bottie~~
		~~Director~~

~~Date:~~	~~August 19, 2011~~	~~/S/ Patrick M. Crahan~~
		~~Patrick M. Crahan~~
		~~Director~~

~~Date:~~	~~August 19, 2011~~	~~/S/ Lynn J. Davis~~
		~~Lynn J. Davis~~
		~~Director~~

~~Date:~~	~~August 19, 2011~~	~~/S/ Robert E. Deignan~~
		~~Robert E. Deignan~~
		~~Director~~

~~Date:~~	~~August 19, 2011~~	~~/S/ Thomas E. Holloran~~
		~~Thomas E. Holloran~~
		~~Director~~

~~Date:~~	~~August 19, 2011~~	~~/S/ Thomas M. Levine~~
		~~Thomas M. Levine~~
		~~Director~~

~~Date:~~	~~August 19, 2011~~27, 2014	/S/ Robert J. Maricich
		Robert J. Maricich
		Director

Date:	August ~~19, 2011~~27, 2014	/S/ Eric S. Rangen
		Eric S. Rangen
		Director

Date:	August ~~19, 2011~~27, 2014	/S/ James R. Richardson
		James R. Richardson
		Director

Date:	August ~~19, 2011~~27, 2014	/S/ Nancy E. Uridil
		Nancy E. Uridil
		Director

3334


	Minnesota		42-0442319
	(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

	~~3400 Jackson~~385 Bell Street, Dubuque, Iowa		~~52004-0877~~52001
	(Address of principal executive offices)		(Zip Code)
	Registrant’s telephone number, including area code:		(563) 556-7730


Title of each class		Name of each exchange on which registered
Common Stock, $1.00 Par Value		The NASDAQ Stock Market LLC


Large accelerated filero	oAccelerated filero ~~Non-accelerated filer~~o ~~Smaller reporting company~~x	Non-accelerated filero	Smaller reporting companyo


Name (age)		Position (date first became officer)
Karel K. Czanderna (58)		President & Chief Executive Officer (2012)
Timothy E. Hall (56)		Senior Vice President-Finance, Chief Financial Officer, Secretary & Treasurer (2000)
Jeffrey T. Bertsch (59)		Senior Vice President of ~~our participation, we could experience greater volatility in our overall pension funding obligations. Our obligations may be impacted by the funded status~~Corporate Services (1989)
Julia K. Bizzis (57)		Senior Vice President Strategic Growth (2013)
Donald D. Dreher (64)		Senior Vice President (2004)
James R. Richardson (70)		Senior Vice President of ~~the plans, the plans’ investment performance, changes in the participant demographics, financial stability of contributing employers~~Residential Sales and ~~changes in actuarial assumptions.~~Marketing (1979)


	~~Approximate~~
~~Location~~	~~Size (square feet)~~		~~Principal Operations~~
~~Dubuque, Iowa~~	~~719,000~~		~~Manufacturing, Distribution and Corporate Offices~~
~~Lancaster, Pennsylvania~~	~~216,000~~		~~Distribution~~
~~Riverside, California~~	~~236,000~~	221,000		Manufacturing
Riverside, California	305,000		Manufacturing and ~~Distribution~~
	~~69,000~~		Distribution
Dublin, Georgia	300,000		~~Manufacturing~~
~~Harrison, Arkansas~~	~~221,000~~		~~Manufacturing~~
~~Starkville, Mississippi~~	~~349,000~~		Manufacturing
New Paris, Indiana	168,000		Held for sale
Huntingburg, Indiana	691,000		Distribution


	FLEXSTEEL INDUSTRIES, INC.
	(Exact name of registrant as specified in its charter)


June 30, 2014	June 30, 2013	June 30, 2012
$45,000	$43,300	$38,700


Fiscal Year Ended June 30,		Expenditures
2014		$2,820
2013		$2,520
2012		$2,310


~~Our future results may be affected by various legal proceedings and compliance risk, including those involving product liability, environmental, or other matters.~~Item 1A.	Risk Factors


Item 4.	Mine Safety Disclosures
None.
~~Item 3.~~	~~Legal Proceedings~~


Item 5.	Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities


	Sale Price of Common Stock *								Cash Dividends Per Share
	Fiscal 2014				Fiscal 2013				Cash Dividends Per Share
	High		Low		High		Low		Fiscal 2014		Fiscal 2013
First Quarter	$	25.96	$	22.27	$	23.28	$	18.68	$	0.15	$	0.15
Second Quarter		31.65		22.51		23.44		19.01		0.15		0.15
Third Quarter		38.63		25.77		26.29		21.15		0.15		0.15
Fourth Quarter		40.44		30.61		25.43		18.56		0.15		0.15


*
~~Item 5.~~	~~Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities~~


	2006	2007	2008	2009	2010	2011
Flexsteel	100.00	115.82	93.64	73.16	97.88	132.62
Peer Group	100.00	87.04	62.64	31.24	39.52	48.76
NASDAQ	100.00	122.72	93.36	71.02	79.93	105.32


	Sale Price of Common Stock *								Cash Dividends Per Share
	Fiscal 2011				Fiscal 2010				Cash Dividends Per Share
	High		Low		High		Low		Fiscal 2011		Fiscal 2010
First Quarter	$	15.84	$	10.08	$	8.84	$	6.64	$	0.075	$	0.05
Second Quarter		18.75		14.22		10.34		7.77		0.075		0.05
Third Quarter		19.69		14.11		16.50		9.33		0.075		0.05
Fourth Quarter		16.60		13.80		15.74		10.75		0.075		0.05


Item 1B.	Unresolved Staff Comments
None.


Item 2.	Properties


Location		Approximate Size (square feet)			Principal Operations


	~~Approximate~~
~~Location~~	~~Size (square feet)~~		~~Principal Operations~~
~~Louisville, Kentucky~~	~~15,000~~		~~Administrative Offices~~
~~Ferdinand, Indiana~~	~~101,000~~	719,000		Manufacturing and Distribution
Dubuque, Iowa	40,000		Corporate Office
Starkville, Mississippi	349,000		Manufacturing
Lancaster, Pennsylvania	216,000		Distribution
~~Juarez, Mexico~~


Item 6.	Selected Financial Data
~~Item 6.~~	~~Selected Financial Data~~


(1)	Fiscal 2014 net income and per share amounts include litigation settlement costs of $3.9 million (after tax) or $0.52 per share.
(2)	Fiscal 2013 net income and per share amounts include executive transition costs of $0.8 million (after tax) or $0.11 per share.
(3)	Fiscal 2011 net income and per share amounts include charges consisting of employee separation costs and inventory write down related to closing a manufacturing facility of $1.0 million (after tax) or $0.15 ~~per share.~~
~~(2)~~	~~Fiscal 2009 net loss and per share amounts reflect facility consolidation and other costs (after tax) of $1.5 million or $0.23 per share.~~
~~(3)~~	Fiscal 2007 net income and per share amounts reflect the net gain (after tax) on sale of building of approximately $2.5 million or $0.37 per share, the gain on life insurance of $0.6 million or $0.08 per share and the net gain (after tax) on the sale of vacant land of approximately $0.2 million or $0.04 per share.


Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations


	Total		Less than 1 Year		1 - 3 Years		3 - 5 Years		More than 5 Years
Operating lease obligations	$	4,082	$	1,851	$	2,231	$	—	$	—


	Total		1 Year		2 - 3 Years		4 - 5 Years		More than 5 Years
Operating lease obligations	$	12,081	$	2,781	$	4,139	$	3,508	$	1,653
Supplemental retirement plans		4,089		693		—		—		3,396
Total contractual obligations		16,170		3,474		4,139		3,508		5,049


Item 7A.	Quantitative and Qualitative Disclosures About Market Risk


		Page(s)
Report of Independent Registered Public Accounting Firm		13
Report of Independent Registered Public Accounting Firm – Internal Control Over Financial Reporting		14
Consolidated Balance Sheets at June 30, ~~2011~~2014 and ~~2010~~2013		15
Consolidated Statements of ~~Operations~~Income for the Years Ended June 30, ~~2011, 2010~~2014, 2013 and ~~2009~~2012		16
Consolidated Statements of Comprehensive Income for the Years Ended June 30, 2014, 2013 and 2012		16
Consolidated Statements of Changes in Shareholders’ Equity for the Years Ended June 30, ~~2011, 2010~~2014, 2013 and ~~2009~~2012		17
Consolidated Statements of Cash Flows for the Years Ended June 30, ~~2011, 2010~~2014, 2013 and ~~2009~~2012		18
Notes to Consolidated Financial Statements		~~19-28~~19-29

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of June 30, 2014, based on the criteria established inInternal Control — Integrated Framework (1992)issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated August 27, 2014 expressed an unqualified opinion on the Company’s internal control over financial reporting. /s/ DELOITTE & TOUCHE LLP Minneapolis, Minnesota August 27, 2014
~~DELOITTE & TOUCHE LLP~~
~~Minneapolis, Minnesota~~
~~August 19, 2011~~


Balance at June 30, 2009	$	404
Additions for tax positions of prior years		591
Balance at June 30, 2010		995
Reduction for tax positions of prior years		(25	)
Balance at June 30, 2011	$	970


				Weighted Average
Range of Prices			Options Outstanding (in thousands)	Remaining Life (Years)	Exercise Price
	$	6.81 – 10.75	254	8.0		$	7.71
		12.35 – 12.74	230	6.0			12.51
		14.40 – 16.52	352	3.4			15.54
		17.23 – 20.27	210	5.3			18.46
	$	6.81 – 20.27	1,046	5.4		$	13.56


	2011		2010
Audit Fees (1)	$	357,500	$	376,000
Tax Fees (2)		15,000		—
	$	372,500	$	376,000


Description	Balance at Beginning of Year		Additions Charged to Income		Deductions from Reserves			Balance at End of Year
Allowance for Doubtful Accounts:
2011	$	2,020,000	$	870,000	$	(890,000	)	$	2,000,000
2010	$	1,760,000	$	920,000	$	(660,000	)	$	2,020,000
2009	$	2,110,000	$	1,240,000	$	(1,590,000	)	$	1,760,000