We integrate our manufactured products with finished products acquired from offshore suppliers who can meet our quality specification and scheduling requirements. We will continue to pursue and refine this blended strategy, offering customers manufactured goods, products manufactured utilizing imported component parts, and ready-to-deliver imported products. The Company believes that it best serves customers by offering products from each of these categories to assist customers in reaching specific consumers with varied price points, styles and product categories. This blended focus on products allows the Company to provide a wide range of optionsprice points, styles and product categories to satisfy customer requirements.
| 2 |
Competition
The furniture industry is highly competitive and includes a large number of U.S. and foreign manufacturers and distributors, none of which dominates the market. The markets in which we compete include a large number of relatively small manufacturers; however, certain competitors have substantially greater sales volumes than we have. Our products compete based on style, quality, price, delivery, service and durability. We believe that our steel seat spring, manufacturing and sourcing capabilities, facility locations, commitment to customers, product quality, delivery, service, and value and experienced production, sales, marketing and management teams, are some of our competitive advantages.
Seasonality
The Company’s business is not considered seasonal.
Foreign Operations
The Company makes minimal export sales. At June 30, 2013,2016, the Company had approximately 90100 employees located in Asia to inspectensure Flexsteel’s quality standards are met, and coordinate the delivery of purchased products. The Company leases and operates a 225,000 square foot production facility in Juarez, Mexico utilizing contracted labor.
Customer Backlog
The approximate backlog of customer orders believed to be firm as of the end of the current fiscal year and the prior two fiscal years were as follows (in thousands):
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June 30, 2013 |
| June 30, 2012 |
| June 30, 2011 |
$43,300 |
| $38,700 |
| $35,700 |
| June 30, 2016 | June 30, 2015 | June 30, 2014 | ||
| $46,700 | $58,600 | $45,000 |
Raw Materials
The Company utilizes various types of wood, fabric, leather, filling material, high carbon spring steel, bar and wire stock, polyurethane and other raw materials in manufacturing furniture. While the Company purchases these materials from numerous outside suppliers, both U.S. and foreign, it is not dependent upon any single source of supply. The costs of certain raw materials fluctuate, but all continue to be readily available.
Working Capital Practices
For a discussion of the Company’s working capital practices, see “Liquidity and Capital Resources” in Item 7 of this Annual Report on Form 10-K.
Industry Factors
The Company has exposure to actions by governments, including tariffs, see “Risk Factors” in Item 1A of this Annual Report on Form 10-K.
Government Regulations
The Company is subject to various local, state, and federal laws, regulations and agencies that affect businesses generally, see “Risk Factors” in Item 1A of this Annual Report on Form 10-K.
Environmental Matters
The Company is subject to environmental laws and regulations with respect to product content and industrial waste, see “Risk Factors” in Item 1A and “Legal Proceedings” in Item 3 of this Annual Report on Form 10-K.
Trademarks and Patents
The Company owns the American and Canadian improvement patents to its Flexsteel seat spring, as well as patents on convertible beds. The Company has patents and owns certain trademarks in connection with its furniture products, which are due to expire on dates ranging from 2013 to 2026. The Company does not consider its trademarks and patents material to its business.2016-2034.
It is not common in the furniture industry to obtain a patent for a furniture design. If a particular design of a furniture manufacturer is well accepted in the marketplace, it is common for other manufacturers to imitate the same design without recourse by the furniture manufacturer who initially introduced the design. Furniture products are designed by the Company’s own design staff and through the services of third-party designers. New models and designs of furniture, as well as new fabrics, are introduced continuously. In the last three fiscal years, these design activities involved the following expenditures (in thousands):
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Fiscal Year Ended June 30, |
| Expenditures |
2013 |
| $2,520 |
2012 |
| $2,310 |
2011 |
| $2,190 |
| Fiscal Year Ended June 30, | Expenditures | |
| 2016 | $4,170 | |
| 2015 | $4,090 | |
| 2014 | $2,820 |
| 3 |
Employees
The Company had 1,3601,460 employees as of June 30, 2013,2016, including 285200 employees that are covered by collective bargaining agreements. Management believes it has good relations with employees.
Website and Available Information
Our website is located at www.flexsteel.com. Information on the website does not constitute part of this Annual Report on Form 10-K.
A copy of the Company’s Annual Report on Form 10-K, as filed with the Securities and Exchange Commission (“SEC”), other SEC reports filed or furnished and ourGuidelines for Business Conduct are available, without charge, on the Company’s website at www.flexsteel.com or by writing to the Office of the Secretary, Flexsteel Industries, Inc., P. O. Box 877, Dubuque, IA 52004-0877.
The executive officers of the Company, their ages, positions (in each case as of August 16, 2013)12, 2016), and the year they were first elected or appointed an officer of the registrant, are as follows:
Name (age) | Position (date first became officer) | |
Karel K. Czanderna | President & Chief Executive Officer (2012) | |
Timothy E. Hall | Senior Vice President-Finance, Chief Financial Officer, Secretary & Treasurer (2000) | |
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Julia K. Bizzis | Senior Vice President Strategic Growth (2013) | |
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Senior Vice President (2004), President & CEO of DMI Furniture, Inc. (2003)
James R. Richardson (69)
Senior Vice President of Residential Sales and Marketing (1979)
Item 1A. | Risk Factors |
Our business is subject to a variety of risks. You should carefully consider the risk factors detailed below in conjunction with the other information contained in this Annual Report on Form 10-K. Should any of these risks actually materialize, our business, financial condition, and future prospects could be negatively impacted. These risks are not the only ones we face. There may be additional factors that are presently unknown to us or that we currently believe to be immaterial that could affect our business.
Our products are considered highly deferrable purchases for consumers during economic downturns. Prolonged negative economic conditionsbusiness information systems could be impacted by disruptions and security breaches.
We employ information technology systems to support our global business. Security breaches and other disruptions to our information technology infrastructure could interfere with our operations, compromise information belonging to us and our customers and suppliers, and expose us to liability which could adversely impact our business.
Home furnishingsbusiness and commercial products are generally consideredreputation. In the ordinary course of business, we rely on information technology networks and systems to process, transmit and store electronic information, and to manage or support a deferrable purchase by most consumersvariety of business processes and end-users. Economic downturnsactivities. Additionally, we collect and prolonged negative economic conditionsstore certain data, including proprietary business information, and may have access to confidential or personal information in certain areas of our businesses that is subject to privacy and security laws, regulations and customer-imposed controls. While security breaches and other disruptions to our information technology networks and infrastructure could affect consumer spending habits by decreasing the overall demand for home furnishingshappen, none have occurred to date that have had a material impact to us. There may be other challenges and commercial products. Theserisks as we upgrade and standardize our business information systems. Any such events could impact retailers, hospitality, recreational vehicle seatingresult in legal claims or proceedings, liability or penalties under privacy laws, disruption in operations, and healthcare businesses resulting in an impact ondamage to our business. A recovery inreputation, which could adversely affect our sales could lag significantly behind a general economic recovery due to the deferrable nature and relatively significant cost of home furnishings and commercial products purchases.business.
Our future success depends on our ability to manage our global supply chain.
We acquire raw materials, component parts and certain finished products from external suppliers, both U.S. and foreign. Many of these suppliers are dependent upon other suppliers in countries other than where they are located. This global interdependence within our supply chain is subject to delays in delivery, availability, quality and pricing (including tariffs) of products. The delivery of goods from these suppliers may be delayed by customs, labor issues, changes in political, economic and social conditions, laws and regulations. Unfavorable fluctuations in price, quality, delivery and availability of these products could negatively affect our ability to meet demands of our customers and have a negative impact on product margin.
Competition from U.S. and foreign finished product manufacturers may adversely affect our business, operating results or financial condition.
The furniture industry is very competitive and fragmented. We compete with U.S. and foreign manufacturers and distributors. As a result, we may not be able to maintain or raise the prices of our products in response to competitive pressures or increasing costs. Also, due to the large number of competitors and their wide range of product offerings, we may not be able to significantly differentiate our products (through styling, finish and other construction techniques) from those of our competitors. Our current and potential customers have the ability to obtain products direct from the manufacturers. As a result, we are continually subject to the risk of losing market share, which may lower our sales and earnings.
Business failures of large dealers or a group of customers could impact our future sales and earnings.
Our business practice has been to extend payment terms to our customers. As a result, we have a large amount of trade receivables. Although we have no customers that individually represent 10% or more of our annual net sales or accounts receivable, net, balance as of June 30, 2013, business failures of a large customer or a group of customers could require us to record additional receivable reserves, which would decrease earnings. Receivables collection can be significantly impacted by economic conditions. Deterioration of the economy or a lack of economic recovery could cause further business failures of our customers, which could in turn require additional receivable reserves and lower our earnings.
| 4 |
Our failure to anticipate or respond to changes in consumer or designer tastes and fashions in a timely manner could adversely affect our business and decrease our sales and earnings.
Furniture is a styled product and is subject to rapidly changing consumer and end-user trends and tastes and is highly fashion oriented, and if we are not able to acquire sufficient fabric variety, or if we are unable to predict or respond to changes in fashion trends, we may lose sales and have to sell excess inventory at reduced prices.
Our success depends on our ability to recruit and retain key employees.
Our success depends on our ability to recruit and retain key employees. If we are not successful in recruiting and retaining key employees or experience the unexpected loss of key employees, our operations may be negatively impacted.
Future costs of complying with various laws and regulations may adversely impact future operating results.
Our business is subject to various laws and regulations which could have a significant impact on our operations and the cost to comply with such laws and regulations could adversely impact our financial position, results of operations and cash flows. In addition, failure to comply with such laws and regulations, even inadvertently, could produce negative consequences which could adversely impact our operations.
Terms of collective bargaining agreements and labor disruptions could adversely impact our results of operations.
We employ approximately 1,360 people, 285 of whom are covered by collective bargaining agreements. Terms of collective bargaining agreements that prevent us from competing effectively could adversely affect our financial condition, results of operations and cash flows. We are committed to working with those groups to avert or resolve conflicts as they arise. However, there can be no assurance that these efforts will be successful.
Due to our participation in multi-employer pension plans, we may have exposures under those plans that could extend beyond what our obligations would be with respect to our employees.
We participate in, and make periodic contributions to, three multi-employer pension plans that cover 215 of our union employees. Multi-employer pension plans are managed by trustee boards comprised of participating employer and labor union representatives, and the employers participating in a multi-employer pension plan are jointly responsible for maintaining the plan’s funding requirements. Based on the most recent information available to us, we believe that the present value of actuarially accrued liabilities in the multi-employer pension plans substantially exceeds the value of the assets held in trust to pay benefits. As a result of our participation, we could experience greater volatility in our overall pension funding obligations. Our obligations may be impacted by the funded status of the plans, the plans’ investment performance, changes in the participant demographics, financial stability of contributing employers and changes in actuarial assumptions.
Our future results may be affected by various legal proceedings and compliance risk, including those involving product liability, environmental, or other matters.
We face the business risk of exposure to product liability claims in the event that the use of any of our products results in personal injury or property damage. In the event any of our products prove to be defective, we may be required to recall or redesign such products. We are also subject to various laws and regulations relating to environmental protection and the discharge of materials into the environment. We could incur substantial costs, including legal expenses, as a result of the noncompliance with, or liability for cleanup or other costs or damages under, environmental laws. See Note 11, “Litigation” within the Notes to Consolidated Financial Statements for a description of an existing environmental claim against the Company. Additionally, the Company is involved in various other kinds of commercial disputes. Given the inherent uncertainty of litigation, these various legal proceedings and compliance matters could have a material impact on our business, operating results or financial condition.
Our success depends on our ability to recruit and retain key employees.
If we are not successful in recruiting and retaining key employees or experience the unexpected loss of key employees, our operations may be negatively impacted.
Our failure to anticipate or respond to changes in consumer or designer tastes and fashions in a timely manner could adversely affect our business and decrease our sales and earnings.
Furniture is a styled product and is subject to rapidly changing consumer and end-user trends and tastes and is highly fashion oriented, and if we are not able to acquire sufficient fabric variety, or if we are unable to predict or respond to changes in fashion trends, we may lose sales and have to sell excess inventory at reduced prices.
Our products are considered deferrable purchases for consumers during economic downturns. Prolonged negative economic conditions could impact our business.
Economic downturns and prolonged negative economic conditions could affect consumer spending habits by decreasing the overall demand for home furnishings and commercial products. These events could impact retailers, offices, hospitality, recreational vehicle seating and healthcare businesses resulting in an impact on our business. A recovery in our sales could lag significantly behind a general economic recovery due to the deferrable nature and relatively significant cost of home furnishings and commercial products purchases.
Terms of collective bargaining agreements and labor disruptions could adversely impact our results of operations.
Terms of collective bargaining agreements that prevent us from competing effectively could adversely affect our financial condition, results of operations and cash flows. We are committed to working with those groups to avert or resolve conflicts as they arise. However, there can be no assurance that these efforts will be successful.
Our operations may be impacted by various business interruptions.
Uncharacteristic or significant weather conditions, natural disasters, political or civil unrest in the countries in which we operate and source products from can cause property damage or interrupt our business operations. These events can lead to damaged property, lost sales or lost customers and could adversely affect our short-term results of operations.
| 5 |
If we are unable to obtain bank credit or generate cash flow from our operations, our financial position, liquidity and results of operations could suffer.
We are dependent on a stable, liquid and well-functioning financial system to fund our operations and capital investments. Our continued access to these markets depends on multiple factors including the condition of capital markets, our operating performance and maintaining a strong balance sheet. If we lose our ability to generate cash flow from operations or our availability to borrow with our financial institutions to meet capital and operational needs, our liquidity and results of operations could suffer.
Item 1B. | Unresolved Staff Comments |
None.
Item 2. | Properties |
The Company owns the following facilities as of June 30, 2013:2016:
| Approximate | |||||
Location |
| Principal Operations | |||
Harrison, Arkansas | 221,000 | Manufacturing | |||
Riverside, California | 305,000 | Manufacturing and Distribution | |||
Dublin, Georgia | 300,000 | Manufacturing | |||
New Paris, Indiana | 168,000 | Held for sale | |||
Huntingburg, Indiana | 691,000 | Distribution | |||
Dubuque, Iowa | 719,000 | Manufacturing and Distribution | |||
Dubuque, Iowa | 40,000 | Corporate Office | |||
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Starkville, Mississippi | 349,000 | Manufacturing | |||
| Lancaster, Pennsylvania | 216,000 | Distribution |
The Company leases the following facilities as of June 30, 2013:2016:
| Approximate | |||||
Location |
| Principal Operations | |||
Cerritos, California | 32,000 | Distribution | |||
|
| Distribution | |||
Louisville, Kentucky |
| Administrative Offices | |||
Juarez, Mexico | 225,000 | Manufacturing |
The Company’s operating plants are well suited for their manufacturing purposes and have been updated and expanded from time to time as conditions warrant. Management believes there is adequate production and distribution capacity at the Company’s facilities to meet present market demands.
The Company leases showrooms for displaying its products in the furniture markets in High Point, North Carolina and Las Vegas, Nevada.
Item 3. | Legal Proceedings |
Indiana Civil Litigation – A ComplaintIn December 2013, the Company entered into a confidential agreement to settle the Indiana Civil Litigation. The Company paid $6.25 million to Plaintiffs to settle the matter without admission of wrongdoing. The Company received $2.3 million and $0.3 million during the fiscal years ended June 30, 2016 and 2015, respectively, for Damages and Injunctive Relief and Request for Jury Trial was filed on March 3, 2011 in Elkhart, Indiana Superior Court by Leo VanNorman, et al, plaintiffs vs. Flexsteel Industries, Inc., et al, defendants.recovery of litigation settlement costs from insurers. The complaint allegesCompany continues to believe that the source of groundwater contamination underneath plaintiffs’ current or former residences is two adjacent properties, in Elkhart, Indiana, once owned by the Company. The VanNorman case is set for a Phase 1 trial in May 2014 on the issue ofit did not cause or contributioncontribute to the Elkhart contamination. A subsequent Complaint for Damages under RICO and RPTL, and Injunctive Relief under RCRA, titled Dennis and Darlene Knoll, et al, vs. Flexsteel Industries, Inc., et al, was filed on May 5, 2012 in United States District Court Northern District of Indiana South Bend Division by a subgroup of the state court plaintiffs,These amounts are recorded as well as the current owner of one of the properties once owned by the Company. The District Court dismissed one of the two RCRA claims in March 2013, and dismissed both RICO claims in June 2013. One RCRA claim and a RPTL claim remain pending“litigation settlement reimbursements (costs)” in the Knoll case. Relief sought in these complaints includes paymentconsolidated statements of income.
The Company continues to Plaintiffs for their damagespursue the recovery of defense and attorneys’ fees andsettlement costs payment to remove the contamination, payment for medical monitoring, and punitive damages.from insurance carriers. Based on policy language and jurisdiction, insurance coverage is in question. Flexsteel hasThe Iowa District Court dismissed litigation filed anby the Company’s insurance carriers in Iowa after the Iowa Court of Appeals found that Indiana law applied to the insurance policies in question and the Iowa Supreme Court denied further review. The dismissal was then appealed by the insurance carriers to the Iowa Supreme Court, which referred the appeal to the Iowa Court of Appeals. On August 17, 2016, the Iowa Court of Appeals affirmed the Iowa District Court dismissal. The insurance carriers may appeal to the Iowa Supreme Court regarding two adverse opinions of an Iowa District Court regarding coverage issues.Court. Coverage litigation is proceeding against the insurance carriers in Indiana.
| 6 |
Other Proceedings –In March 2016, the Company received a General Notice Letter for the Lane Street Groundwater Superfund Site located in Elkhart, Indiana from the United States Environmental Protection Agency (EPA). The EPA has determined that the Company may be responsible under the Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA). In April 2016, the EPA issued their proposed clean-up plan for groundwater pollution and request for public comment. The Company does not believe that it caused or contributedprovided public comment to the contamination.
Plaintiffs have not identified a dollar amountproposed plan in May 2016. As of their alleged damages. Therefore, we are unable to estimate a range of reasonably possible outcomes or losses at this time. Accordingly,June 30, 2016, no accrual related to this matter has beenliability was recorded in the June 30, 2013 financial statements. DuringConsolidated Balance Sheets because it is not possible to reasonably estimate the fiscal years ended June 30, 2013, 2012 and 2011, legal and other related expensesamount, if any, of $2.3 million, $2.4 million and $0.5 million, respectively, have been incurred respondingremediation cost due to the state and federal lawsuits, as well as in pursuing insurance coverage. These costs are included in Selling, General and Administrative expense inearly stages of determining the Consolidated Statementsextent of Income.
Other Proceedings – From time to time, the Company is subject to various other legal proceedings, including lawsuits, which arise out of, and are incidentalenvironmental impact, allocation amount 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.potentially responsible parties and remediation alternatives.
Item 4. | Mine Safety Disclosures |
None.
PART II
Item 5. | Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |
Share Investment Performance
The following graph shows changes over the past five-year period in the value of $100 invested in: (1) Flexsteel’s common stock;stock (FLXS); (2) The NASDAQ Global Market; and (3) an industry peer group of the following: American Woodmark Corp, Bassett Furniture Ind., Culp Inc., Dixie Group Inc., Ethan Allen Interiors Inc., Hooker Furniture Corp., iRobot Corp., Johnson Outdoors Inc., Kid Brands Inc., Kimball International, Knoll Inc., La-Z-Boy Inc., Lifetime Brands Inc., Patrick Industries Inc., and Select Comfort Corp. During the fiscal year ended June 30, 2013,2016, the Company completed a compensation study utilizing the peer group above. The Company chose to utilize the new peer group for the share investment performance graph. The formeronly change in peer group is Culp Inc. was comprised of the following: Bassett Furniture Ind., Chromcraft Revington Inc., Ethan Allen Interiors, Furniture Brands Intl., Hooker Furniturechosen as a more relevant peer company replacing iRobot Corp., Kimball International, La-Z-Boy Inc., Natuzzi S.P.A., and Stanley Furniture Inc.
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| 2008 |
| 2009 |
| 2010 |
| 2011 |
| 2012 |
| 2013 |
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Flexsteel | 100.00 | 78.13 | 104.53 | 141.64 | 196.86 | 249.18 |
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New Peer Group |
| 100.00 |
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| 63.84 |
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| 97.91 |
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| 144.69 |
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| 139.38 |
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| 198.91 |
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NASDAQ | 100.00 | 76.07 | 85.62 | 112.80 | 109.34 | 142.31 |
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Former Peer Group |
| 100.00 |
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| 49.87 |
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| 63.09 |
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| 77.84 |
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| 77.96 |
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| 111.35 |
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| 2011 | 2012 | 2013 | 2014 | 2015 | 2016 | ||||||||
| Flexsteel | 100.00 | 139.05 | 176.19 | 245.94 | 324.44 | 303.87 | |||||||
| Peer Group | 100.00 | 106.33 | 147.78 | 162.27 | 212.83 | 216.17 | |||||||
| NASDAQ | 100.00 | 96.93 | 126.16 | 169.50 | 196.46 | 141.68 |
| 7 |
The NASDAQ Global Select Market is the principal market on which the Company’s common stock is traded.
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| Sale Price of Common Stock * |
| Cash Dividends |
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| Fiscal 2013 |
| Fiscal 2012 |
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| High |
| Low |
| High |
| Low |
| Fiscal 2013 |
| Fiscal 2012 |
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First Quarter | $ | 23.28 | $ | 18.68 | $ | 15.91 | $ | 13.04 | $ | 0.15 | $ | 0.10 | |||||||
Second Quarter |
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| 23.44 |
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| 19.01 |
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| 15.00 |
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| 13.26 |
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| 0.15 |
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| 0.10 |
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Third Quarter | 26.29 | 21.15 | 18.39 | 13.82 | 0.15 | 0.10 | |||||||||||||
Fourth Quarter |
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| 25.43 |
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| 18.56 |
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| 22.00 |
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| 18.28 |
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| 0.15 |
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| 0.15 |
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| Sale Price of Common Stock | Cash Dividends | |||||||||||||||||||||||
| Fiscal 2016 | Fiscal 2015 | Per Share | ||||||||||||||||||||||
| High | Low | High | Low | Fiscal 2016 | Fiscal 2015 | |||||||||||||||||||
| First Quarter | $ | 44.95 | $ | 27.25 | $ | 38.43 | $ | 30.25 | $ | 0.18 | $ | 0.18 | ||||||||||||
| Second Quarter | 48.67 | 30.31 | 36.71 | 28.99 | 0.18 | 0.18 | ||||||||||||||||||
| Third Quarter | 45.79 | 37.98 | 33.79 | 28.56 | 0.18 | 0.18 | ||||||||||||||||||
| Fourth Quarter | 45.29 | 36.06 | 46.11 | 30.51 | 0.18 | 0.18 | ||||||||||||||||||
* Reflects the market price as reported on The NASDAQ Global Market through January 2, 2013 and on The NASDAQ Global Select Market thereafter.
The Company estimates there were approximately 3,0004,800 holders of common stock of the Company as of June 30, 2013.2016. There were no repurchases of the Company’s common stock during the quarter ended June 30, 2013.2016. The payment of future cash dividends is within the discretion of our Board of Directors and will depend, among other factors, on our earnings, capital requirements and operating and financial condition.
Item 6. | Selected Financial Data |
The selected financial data presented below should be read in conjunction with the Company’s consolidated financial statements and notes thereto included in Item 8 of this Annual Report on Form 10-K and with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in Item 7 of this Annual Report on Form 10-K. The selected consolidated statements of income data of the Company is derived from the Company’s consolidated financial statements.
Five-Year Review
| (Amounts in thousands, except certain ratios and per share data) | ||||||||||||||||||||
| 2016 | 2015 | 2014 | 2013 | 2012 | ||||||||||||||||
| SUMMARY OF OPERATIONS | ||||||||||||||||||||
| Net sales | $ | 500,106 | $ | 466,904 | $ | 438,543 | $ | 386,189 | $ | 352,089 | ||||||||||
| Gross margin | 113,699 | 109,860 | 100,263 | 90,469 | 85,279 | |||||||||||||||
| Operating income | 38,068 | 34,422 | 22,286 | 20,271 | 20,246 | |||||||||||||||
| Income before income taxes | 37,927 | 35,559 | 23,800 | 20,881 | 20,668 | |||||||||||||||
| Income tax provision | 13,690 | 13,260 | 8,810 | 7,730 | 7,600 | |||||||||||||||
| Net income | 24,237 | 22,299 | 14,990 | 13,151 | 13,068 | |||||||||||||||
| Net income, as a percent of sales | 4.8 | % | 4.8 | % | 3.4 | % | 3.4 | % | 3.7 | % | ||||||||||
| Weighted average diluted shares outstanding | 7,765 | 7,708 | 7,511 | 7,326 | 7,008 | |||||||||||||||
| Diluted earnings per common share | $ | 3.12 | $ | 2.89 | $ | 2.00 | $ | 1.80 | $ | 1.86 | ||||||||||
| Cash dividends declared per common share | $ | 0.72 | $ | 0.72 | $ | 0.60 | $ | 0.60 | $ | 0.45 | ||||||||||
| SELECTED DATA AS OF JUNE 30 | ||||||||||||||||||||
| Total assets | $ | 246,896 | $ | 244,619 | $ | 210,213 | $ | 192,539 | $ | 181,672 | ||||||||||
| Shareholders’ equity | 209,650 | 186,748 | 166,735 | 151,237 | 139,442 | |||||||||||||||
| Trade receivables, net | 44,618 | 45,101 | 38,536 | 36,075 | 33,601 | |||||||||||||||
| Inventories | 85,904 | 113,842 | 97,940 | 92,417 | 82,689 | |||||||||||||||
| Property, plant and equipment, net | 64,124 | 64,770 | 31,900 | 32,145 | 29,867 | |||||||||||||||
| Capital expenditures | 7,382 | 37,424 | 4,187 | 6,225 | 10,939 | |||||||||||||||
| Depreciation expense | 7,556 | 4,945 | 4,197 | 3,803 | 2,835 | |||||||||||||||
| Working capital (current assets less current liabilities) | 143,086 | 115,682 | 128,644 | 113,699 | 103,744 | |||||||||||||||
| Current ratio | 5.3 to 1 | 3.3 to 1 | 4.5 to 1 | 4.2 to 1 | 4.3 to 1 | |||||||||||||||
| Return on ending shareholders’ equity | 11.6 | % | 11.9 | % | 9.0 | % | 8.7 | % | 9.4 | % | ||||||||||
| Average number of employees | 1,440 | 1,340 | 1,380 | 1,320 | 1,280 | |||||||||||||||
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| 2013 |
| 2012 |
| 2011 |
| 2010 |
| 2009 |
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SUMMARY OF OPERATIONS |
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Net sales |
| $ | 386,189 |
| $ | 352,089 |
| $ | 339,426 |
| $ | 326,466 |
| $ | 324,158 |
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Cost of goods sold | 295,720 | 266,810 | 262,124 | 251,685 | 263,083 | |||||||||||
Operating income (loss) |
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| 20,271 |
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| 20,246 |
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| 15,864 |
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| 17,529 |
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| (2,272 | ) |
Interest and other income | 610 | 422 | 343 | 361 | 661 | |||||||||||
Interest expense |
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| 439 |
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| 968 |
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Income (loss) before income taxes | 20,881 | 20,668 | 16,207 | 17,451 | (2,579 | ) | ||||||||||
Income tax provision (benefit) |
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| 7,730 |
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| 7,600 |
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| 5,790 |
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| 6,650 |
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| (1,070 | ) |
Net income (loss) (1) (2) (3) | 13,151 | 13,068 | 10,417 | 10,801 | (1,509 | ) | ||||||||||
Earnings (loss) per common share: (1) (2) (3) |
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Basic | 1.87 | 1.93 | 1.56 | 1.63 | (0.23 | ) | ||||||||||
Diluted |
|
| 1.80 |
|
| 1.86 |
|
| 1.50 |
|
| 1.61 |
|
| (0.23 | ) |
Cash dividends declared per common share | $ | 0.60 | $ | 0.45 | $ | 0.30 | $ | 0.20 | $ | 0.36 | ||||||
SELECTED DATA AS OF JUNE 30 |
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Average common shares outstanding: |
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| |||||||||||
Basic |
|
| 7,041 |
|
| 6,781 |
|
| 6,693 |
|
| 6,608 |
|
| 6,576 |
|
Diluted | 7,326 | 7,008 | 6,929 | 6,697 | 6,576 | |||||||||||
Total assets |
| $ | 192,539 |
| $ | 181,672 |
| $ | 164,677 |
| $ | 157,670 |
| $ | 150,971 |
|
Property, plant and equipment, net | 32,145 | 29,867 | 21,387 | 21,614 | 23,298 | |||||||||||
Capital expenditures |
|
| 6,225 |
|
| 10,939 |
|
| 2,573 |
|
| 1,251 |
|
| 1,203 |
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Working capital (current assets less current liabilities) | 113,699 | 103,744 | 100,683 | 90,800 | 78,416 | |||||||||||
Shareholders’ equity |
| $ | 151,237 |
| $ | 139,442 |
| $ | 128,573 |
| $ | 117,612 |
| $ | 106,998 |
|
SELECTED RATIOS |
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| |||||||||||
Net income (loss), as a percent of sales |
|
| 3.4 |
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| 3.7 |
|
| 3.1 |
|
| 3.3 |
|
| (0.5 | ) |
Current ratio | 4.2 to 1 | 4.3 to 1 | 4.6 to 1 | 3.9 to 1 | 3.2 to 1 | |||||||||||
Return on ending shareholders’ equity |
|
| 8.7 |
|
| 9.4 |
|
| 8.1 |
|
| 9.2 |
|
| (1.4 | ) |
Average number of employees | 1,320 | 1,300 | 1,320 | 1,400 | 1,600 | |||||||||||
| 8 |
(1)
Fiscal 2013 net income and per share amounts include executive transition costs of $0.8 million (after tax) or $0.11 per share.
(2)
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.
(3)
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.
Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
General
The following analysis of the results of operations and financial condition of the Company should be read in conjunction with the consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K.
Critical Accounting Policies
The discussion and analysis of the Company’s consolidated financial statements and results of operations are based on consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America. Preparation of these consolidated financial statements requires the use of estimates and judgments that affect the reported results. The Company uses estimates based on the best information available in recording transactions and balances resulting from business operations. Estimates are used for such items as collectability of trade accounts receivable and inventory valuation. Ultimate results may differ from these estimates under different assumptions or conditions.
Allowance for doubtful accountsAccounts receivable allowances – the Company establishes an allowance for doubtful accounts through review of open accounts, historical collections and historical write-off amounts. The allowance for doubtful accounts is intendedreceivable allowances to reduce trade accounts receivable to thean 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– the Company values inventory at the lower of cost or net realizable value. The Company’s inventory valuation reflects markdowns for the excess of the cost over the amount expected to be realized and considers obsolete and excess inventory. Markdowns establish a new cost basis for the Company’s inventory. Subsequent changes in facts or circumstances do not result in the reversal of previously recorded markdowns or an increase in that newly established cost basis.
Revenue recognition – is when both product ownership and the risk of loss have transferred to the customer, collectability is reasonably assured, and the Company has no remaining obligations. The Company’s ordering process creates persuasive evidence of the sale arrangement and the sales 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.
Recently Issued Accounting Pronouncements
See Item 8. Note 1 to the Company’s Consolidated Financial Statements.consolidated financial statements.
Results of Operations
The following table has been prepared as an aid in understanding the Company’s results of operations on a comparative basis for the fiscal years ended June 30, 2013, 20122016, 2015 and 2011.2014. Amounts presented are percentages of the Company’s net sales.
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| FOR THE YEARS ENDED JUNE 30, |
| |||||||
|
| 2013 |
| 2012 |
| 2011 |
| |||
Net sales | 100.0 | % | 100.0 | % | 100.0 | % | ||||
Cost of goods sold |
|
| (76.6 | ) |
| (75.8 | ) |
| (77.2 | ) |
Gross margin | 23.4 | 24.2 | 22.8 | |||||||
Selling, general and administrative |
|
| (18.2 | ) |
| (18.4 | ) |
| (17.8 | ) |
Facility consolidation and other charges |
|
| — |
|
| — |
|
| (0.3 | ) |
Operating income |
|
| 5.2 |
|
| 5.8 |
|
| 4.7 |
|
Other income, net |
|
| 0.2 |
|
| 0.1 |
|
| 0.1 |
|
Income before income taxes |
|
| 5.4 |
|
| 5.9 |
|
| 4.8 |
|
Income tax provision |
|
| (2.0 | ) |
| (2.2 | ) |
| (1.7 | ) |
Net income |
|
| 3.4 | % |
| 3.7 | % |
| 3.1 | % |
| FOR THE YEARS ENDED JUNE 30, | ||||||||||||
| 2016 | 2015 | 2014 | ||||||||||
| Net sales | 100.0 | % | 100.0 | % | 100.0 | % | ||||||
| Cost of goods sold | (77.3 | ) | (76.5 | ) | (77.1 | ) | ||||||
| Gross margin | 22.7 | 23.5 | 22.9 | |||||||||
| Selling, general and administrative | (15.6 | ) | (16.2 | ) | (16.4 | ) | ||||||
| Litigation settlement reimbursements (costs) | 0.4 | 0.1 | (1.4 | ) | ||||||||
| Operating income | 7.5 | 7.4 | 5.1 | |||||||||
| Interest and other income | 0.0 | 0.2 | 0.3 | |||||||||
| Interest expense | 0.0 | 0.0 | — | |||||||||
| Income before income taxes | 7.5 | 7.6 | 5.4 | |||||||||
| Income tax provision | (2.7 | ) | (2.8 | ) | (2.0 | ) | ||||||
| Net income | 4.8 | % | 4.8 | % | 3.4 | % | ||||||
| 9 |
Fiscal 20132016 Compared to Fiscal 20122015
Net sales for fiscal 2013year 2016 were $386.2$500.1 million compared to $352.1$466.9 million in the prior fiscal year, an increase of 10%7.1%. For the fiscal year ended June 30, 2013,2016, residential net sales were $311.2$420.9 million compared to $275.4$393.1 million for the year ended June 30, 2012,2015, an increase of 13.0%7.1%. The residential net sales increase of $35.8 million was primarily due to growth from existing customers and products, and expansion of product portfolio and customer base. Commercial net sales were $75.0$27.8 million for the year ended June 30, 2013, a decrease2016 was substantially due to increased sales volume in upholstered and ready-to-assemble products partially offset by discounting of 2.2% fromcertain case goods and lower delivery charges associated with lower fuel costs. Commercial net sales of $76.7were $79.2 million for the year ended June 30, 2012.2016, an increase of 7.3% from net sales of $73.8 million for the year ended June 30, 2015. The increase in commercial net sales was substantially due to volume.
Gross margin for the fiscal year ended June 30, 20132016 was 23.4%22.7% compared to 24.2%23.5% for the prior fiscal year. DuringThe Company’s investment in its expanded distribution network, designed to meet current and future customer needs while improving operations became operational in the fourth quarter of fiscal year 2013 the Company’s expenses related to workers compensation and health insurance programs were approximately $1.52015. This investment increased costs by $2.5 million higher than induring fiscal 2012, impacting gross margin by 0.4%.year 2016 or 0.5% of net sales.
Selling, general and administrative (SG&A) expenses for the fiscal year ended June 30, 20132016 were 18.2%15.6% of net sales compared to 18.4%16.2% of net sales in the prior fiscal year. The currentimprovement in SG&A as a percentage of net sales reflects fixed cost leverage on higher sales volume. The Company incurred approximately $0.6 million of legal costs related to Indiana litigation during fiscal year includes executive transition2016 which has been recorded in SG&A expense. The Company received reimbursements of legal costs of $1.3approximately $0.8 million or 0.4%from insurers which has been reflected as a reduction of net sales.legal expenses in SG&A expenses for fiscal year 2016. The prior fiscal year included $0.6 million in legal costs which was offset by reimbursements of $0.2 million from insurers.
The effective tax rate
Litigation settlement reimbursements related to Indiana litigation were $2.3 million for the fiscal year ended June 30, 2013 was 37.0%2016 compared to 36.8%$0.3 million for the prior fiscal year.
The effective tax rate was 36.1% and 37.3% for fiscal years ended June 30, 2016 and 2015, respectively. The rate decrease is primarily related to changes in the measurement of uncertain tax positions based on recent experiences with various state tax authorities.
The above factors resulted in net income of $24.2 million or $3.12 per share for the fiscal year ended June 30, 2016 compared to $22.3 million or $2.89 per share in the prior year period. All earnings per share amounts are on a diluted basis.
Fiscal 2015 Compared to Fiscal 2014
Net sales for fiscal year 2012.2015 were $466.9 million compared to $438.5 million in fiscal year 2014, an increase of 6.5%. For the fiscal year ended June 30, 2015, residential net sales were $393.1 million compared to $359.5 million for the year ended June 30, 2014, an increase of 9.3%. The changeresidential net sales increase of $33.6 million for the year ended June 30, 2015 was substantially due to the increased sales volume of upholstered and ready-to-assemble products. Commercial net sales were $73.8 million for the year ended June 30, 2015, a decrease of 6.6% from net sales of $79.0 million for the year ended June 30, 2014. The commercial net sales decrease was substantially related to decreased sales volume.
Gross margin for the fiscal year ended June 30, 2015 was 23.5% compared to 22.9% for the prior fiscal year. The improvement in gross margin for the fiscal year is primarily driven by declining inventory write downs.
Selling, general and administrative (SG&A) expenses for the fiscal year ended June 30, 2015 were 16.2% of net sales compared to 16.4% in the prior fiscal year. The Company incurred approximately $0.6 million of legal defense costs during fiscal year 2015 which have been recorded in SG&A expense. The Company received reimbursements of legal defense costs of approximately $0.2 million from insurers which have been reflected as a reduction of legal expenses in SG&A expenses for fiscal year 2015. The prior fiscal year included $2.1 million in legal defense costs which were offset by reimbursements of $2.8 million from insurers.
The effective tax rate is primarily due to the lower benefit of the Domestic Manufacturing Deduction under Internal Revenue Code Section 199 (DMD), which provides a tax benefit on U.S. based manufacturing,was 37.3% and the limitation on executive compensation deduction.37.0% for fiscal years ended June 30, 2015 and 2014.
The fiscal year 20132015 net income increased $0.1$7.3 million to $13.2 million, the highest ever reported for the Company.$22.3 million. The number of diluted shares increased during fiscal 2013year 2015 due to additional shares outstanding and the impact of more dilutive stock options at June 30, 2015 based on the Company’s higher stock trading price, on outstanding options, resulting in the Company reporting diluted earnings per share of $1.80$2.89 for fiscal year 20132015 versus $1.86$2.00 for fiscal year 2012.2014. All earnings per share amounts are on a diluted basis.
Fiscal 2012 Compared to Fiscal 2011
| 10 |
Net sales for fiscal 2012 were $352.1 million compared to $339.4 million in the prior fiscal year, an increase of 3.7%. For the fiscal year ended June 30, 2012, residential net sales were $275.4 million compared to $258.1 million for the year ended June 30, 2011, an increase of 6.7%. Commercial net sales were $76.7 million for the year ended June 30, 2012, a decrease of 5.8% from net sales of $81.3 million for the year ended June 30, 2011.
Gross margin for the year ended June 30, 2012 was 24.2% compared to 22.8% for the prior year primarily due to better absorption of fixed costs on the higher sales volume and lower freight costs. The prior year included a $0.6 million inventory write-down related to a facility closing.
Selling, general and administrative expenses for the fiscal year ended June 30, 2012 were $65.0 million or 18.4% of net sales compared to $60.4 million or 17.8% of net sales in the year ended June 30, 2011. The current year includes an increase in legal and professional fees of $2.1 million, or 0.6% of sales, primarily related to an Indiana civil lawsuit and a $1.0 million decrease in bad debt expense, compared to the prior year.
Operating income increased by $4.4 million in fiscal year 2012 in comparison to the prior year. During fiscal year 2011, the Company recorded pre-tax charges of $1.6 million related to closing a manufacturing facility. Of these pre-tax charges, employee separation and other closing costs of $1.0 million are reported as facility closing costs and an inventory write-down of $0.6 million is reported as cost of goods sold.
The effective tax rate for the fiscal year ended June 30, 2012 was 36.8% compared to 35.7% for fiscal year 2011. The change in effective tax rate is primarily due to the benefit of the DMD, which provides a tax benefit on U.S. based manufacturing, the change in provision for uncertain tax positions related to various state taxing jurisdictions and stock-based compensation.
The above factors resulted in net income for the fiscal year ended June 30, 2012 of $13.1 million or $1.86 per share compared to $10.4 million or $1.50 per share in fiscal 2011. All earnings per share amounts are on a diluted basis.
Liquidity and Capital Resources
Working capital (current assets less current liabilities) at June 30, 20132016 was $113.7$143.1 million as compared to $103.7$115.7 million at June 30, 2012.2015. Significant changes in working capital from June 30, 2012 to June 30, 2013during fiscal year 2016 included increases in inventoriescash of $9.7$35.5 million and other current assets of $4.4$2.4 million and accounts receivabledecreases in inventories of $2.5 million. The increases were offset by a decrease in cash of $3.0$27.9 million, increased other current liabilities of $2.7 million and increased accounts payable of $1.0$7.3 million and current borrowings of $11.9 million. The higher inventory levels supportOther current assets increased residential sales volumeprimarily due to changes in tax-related items. Inventory decreased primarily due to improved supply chain efficiency. Accounts payable decreased primarily due to timing of payments. For the fiscal year ended June 30, 2016, capital expenditures were $7.4 million including $1.1 million for distribution network expansion and expanded product offerings.$2.2 million for delivery equipment. Dividend payments totaled $5.5 million.
The Company’s main sourcesources of liquidity isare cash, and cash flows from operations.operations and credit arrangements. As of June 30, 20132016 and 2012,2015, the Company had cash totaling $10.9$36.8 million and $14.0$1.3 million, respectively. The Company maintains aentered into an unsecured credit agreement whichon June 30, 2016, that provides short-term working capital financing up to $10.0 million with interest of LIBOR plus 1%, including up to $4.0 million of letters of credit. The Company reduced the borrowing availability from $30.0 million to $10.0 million to align with current business needs. Letters of credit outstanding at June 30, 20132016 totaled $2.3 million, leaving borrowing availabilitymillion. Other than the aforementioned letters of $7.7 million. Thecredit, the Company did not utilize any borrowing availability under the credit facility, during the period other than the aforementioned lettersleaving borrowing availability of credit.$7.7 million as of June 30, 2016. The credit agreement expires June 30, 2014.2017. At June 30, 2013,2016, the Company was in compliance with all of the financial covenants contained in the credit agreement.
An officer
A director of the Company is a director at a bank where the Company maintains an additional unsecured $8.0$10.0 million line of credit, with interest at prime minus 1%2%, and where its routine banking transactions are processed. The Company did not utilize any borrowing availability during the period and noNo amount was outstanding on the line of credit at June 30, 2013.2016. This line of credit matures December 31, 2016. In addition, the supplemental retirement plans assets, held in a Rabbi Trust, of $5.8$2.4 million are administered by this bank’s trust department. The Company receives no special services or pricing on the services performed by the bank due to the directorship of this officer.director.
Cash decreased by $3.0 million during fiscal year 2013 with net cash provided by operating activities of $5.9 million offset by capital expenditures of $6.2 million and payment of dividends of $4.2 million. The Company completed construction and moved into its Corporate Headquarters in Dubuque, Iowa during fiscal year 2013. The total cost of construction and equipping the Corporate Headquarters building was approximately $11.8 million, with $2.7 million paid during fiscal year 2013. Dividends to the Company’s shareholders during fiscal year 2013 increased 33% to $0.60 per share ($4.2 million) from $0.45 per share ($2.5 million) for fiscal year 2012.
Net cash provided by operating activities of $9.0was $54.4 million and $3.3 million in fiscal year 2012 was comprised primarily ofyears 2016 and 2015, respectively. The Company had net income of $13.1$24.2 million changesthat included $9.6 million in non-cash charges in fiscal year 2016 and was offset by cash utilized for operating assets and liabilities of $7.8$20.6 million. Non-cash charges included depreciation of $7.6 million. In fiscal year 2015, the Company had net income of $22.3 million that included $5.8 million in non-cash charges including depreciation of $4.9 million and non-cash chargeswas offset by cash utilized for operating assets and liabilities of $3.7$24.8 million.
Net cash used in investing activities was $6.0$4.7 million and $11.3$32.6 million in fiscal years 20132016 and 2012,2015, respectively. Net sales of investments were $0.2 million forIn fiscal year 2013 versus net purchases2016, the Company made capital expenditures of investments$7.4 million partially offset by $2.8 million of $0.4 million inproceeds from life insurance policies. In fiscal year 2012. Capital expenditures were $6.2 million and $10.9 million during fiscal years 2013 and 2012, respectively.
During fiscal year 2013, four executive officers retired from the Company. Two were directors and will continue to serve in that capacity. As a result of the retirements, during fiscal year 20142015, the Company will make distributionsmade capital expenditures of approximately $3.0$37.4 million partially offset by $5.1 million of proceeds from its supplemental retirement plans. The distributions will be made out of the Rabbi Trust assets, not out of the Company’s operating cash. The Company has increased its current assets and liabilities and decreased its long-term assets and liabilities to reflect these anticipated distributions.life insurance policies.
Net cash used in financing activities was $2.9 million and $1.6$14.2 million in fiscal years 2013year 2016 which included repayments of current notes payable of $11.9 million and 2012, respectively, primarily for thedividends payment of $5.5 million. These amounts were offset by proceeds from issuance of common stock of $1.6 million and excess tax benefit from stock-based payment arrangements of $1.8 million. Net cash provided by financing activities was $8.4 million in fiscal year 2015 which included proceeds from current notes payable of $11.9 million, proceeds from issuance of common stock of $0.8 million and excess tax benefit from stock-based payment arrangements of $0.8 million. These amounts were offset by payment of dividends of $4.2 million, compared to $2.5 million in fiscal year 2012.$5.1 million.
The Company expects that capital expenditures for fiscal year 2014 will be approximately $4.5 million primarily for delivery and manufacturing equipment and information technology infrastructure. The Company estimates that depreciation expense will be approximately $4.5 million for fiscal year 2014.
Management believes that the Company has adequate cash, cash flows from operations and credit arrangements to meet its operating and capital requirements for fiscal year 2014.2017. In the opinion of management, the Company’s liquidity and credit resources provide it with the ability to react to opportunities as they arise, to pay quarterly dividends to its shareholders, and to purchase productive capital assets that enhance safety and improve operations.
At June 30, 2013,2016, the Company hashad no long-term debt obligations and therefore, had no contractual interest payments are included in the table below.related to long-term debt. The following table summarizes the Company’s contractual obligations at June 30, 20132016 and the effect these obligations are expected to have on the Company’s liquidity and cash flow in the future (in thousands):
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|
|
| Total |
| 1 Year |
| 2 - 3 |
| 4 - 5 |
| More than |
| |||||
Operating lease obligations |
| $ | 10,087 |
| $ | 2,617 |
| $ | 3,897 |
| $ | 1,588 |
| $ | 1,985 |
|
Supplemental retirement plans |
|
| 5,403 |
|
| 2,989 |
|
| — |
|
| — |
|
| 2,414 |
|
Total contractual obligations |
|
| 15,490 |
|
| 5,606 |
|
| 3,897 |
|
| 1,588 |
|
| 4,399 |
|
| Total | 1 Year | 2 - 3 Years | 4 - 5 Years | More than 5 Years | ||||||||||||||||
| Operating lease obligations | $ | 13,267 | $ | 3,785 | $ | 5,782 | $ | 3,700 | $ | — | ||||||||||
| Supplemental retirement plans | 2,392 | 1,497 | — | — | 895 | |||||||||||||||
| Total contractual obligations | $ | 15,659 | $ | 5,282 | $ | 5,782 | $ | 3,700 | $ | 895 | ||||||||||
The long-term portion of the contractual obligations associated with the Company’s supplemental retirement plans are included in the table above under more than five years as the Company cannot predict when the events that trigger payment will occur. At June 30, 2013,2016, the Company had no capital lease obligations, and no purchase obligations for raw materials or finished goods. The purchase price on all open purchase orders was fixed and denominated in U.S. dollars. Additionally, the Company has excluded the uncertain tax positions from the above table, as the timing of payments, if any, cannot be reasonably estimated.
| 11 |
Financing Arrangements
See Note 6 to the Consolidated Financial Statementsconsolidated financial statements of this Annual Report on Form 10-K.
Outlook
The Company believes that moderate top line growth will continue throughdemand for furniture products in the endUnited States continues to be modest due to political and economic uncertainty. The Company may experience lower residential net sales in the first half of calendarfiscal 2017 versus the prior year, 2013. Residential growth is expectedwhen backlog was shipped due to continue with existing customers and products, and through expanding our product portfolio and customer base.the clearing of the west coast port congestion. The Company expects thiscommercial net sales growth to be led by increased demand for upholstered products.continue during fiscal 2017. The Company will focus on streamlining product commercialization to increase sales with customers and continue controlling discretionary spending.
During fiscal year 2017, the Company expects demand for its commercial products to remain at current levels intohave the second half offollowing expenditures:
| · | $14 million for capital expenditures and $3.5 million as SG&A expense for upgrading its business information systems to better meet market conditions, customer requirements and increasing operating efficiency; and |
| · | $4 million in operating capital expenditures. |
During the calendar year.next two fiscal years, the Company plans to invest $25 million in North American manufacturing infrastructure to address aging facilities and improve efficiency. The Company is confident in its abilitybelieves it has adequate working capital and borrowing capabilities to take advantage of market opportunities.meet these requirements.
The Company remains committed to its core strategies, which include providing a wide range of quality product offerings and price points to the residential and commercial markets, combined with a conservative approach to business. WeThe Company will maintain ourits focus on a strong balance sheet through emphasis on cash flow and increasing profitability. We believeThe Company believes these core strategies are in the best interest of our shareholders.
Item 7A. | Quantitative and Qualitative Disclosures About Market Risk |
General– Market risk represents the risk of changes in the value of a financial instrument, derivative or non-derivative, caused by fluctuations in interest rates, foreign exchange rates and equity prices. As discussed below, management of the Company does not believe that changes in these factors could cause material fluctuations in the Company’s results of operations or cash flows. The ability to import furniture products can be adversely affected by political issues in the countries where suppliers are located, as well as, disruptions associated with shipping distances and negotiations with port employees. Other risks related to furniture product importation include government imposition of regulations and/or quotas; duties and taxes on imports; and significant fluctuation in the value of the U.S. dollar against foreign currencies. Any of these factors could interrupt supply, increase costs and decrease earnings.
Inflation – Increased operating costs are reflected in product or services pricing with any limitations on price increases determined by the marketplace. Inflation or other pricing pressures could impact raw material costs, labor costs and interest rates which are important components of costs for the Company and could have an adverse effect on our profitability, especially where increases in these costs exceed price increases on finished products.
Foreign Currency Risk – During fiscal years 2013, 20122016, 2015 and 2011,2014, the Company did not have sales purchases, or other expenses denominated in foreign currencies. As such, theThe Company is not directly exposed to market risk associated with currency exchange ratesfrom changes in the value of foreign currencies primarily related to the Company’s Mexico operations, as wages and prices.other expenses are paid in Mexican pesos. Gains and losses resulting from changes in foreign currencies have not had a significant impact on the Company’s consolidated financial results.
Interest Rate Risk –The Company’s primary market risk exposure with regard to financial instruments is changes in interest rates. At June 30, 2013,2016, the Company doesdid not have any debt outstanding.
Item 8. | Financial Statements and Supplementary Data |
| 12 |
19-28
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of
Flexsteel Industries, Inc.
We have audited the accompanying consolidated balance sheets of Flexsteel Industries, Inc. and subsidiariesSubsidiaries (the “Company”) as of June 30, 20132016 and 2012,2015, and the related consolidated statements of income, comprehensive income, changes in shareholders’ equity, and cash flows for each of the three years in the period ended June 30, 2013.2016. Our audits also included the financial statement schedule listed in the Index at Item 15. These financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on the financial statements and financial statement schedule based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, suchthe consolidated financial statements present fairly, in all material respects, the financial position of Flexsteel Industries, Inc. and subsidiariesSubsidiaries as of June 30, 20132016 and 2012,2015, and the results of their operations and their cash flows for each of the three years in the period ended June 30, 2013,2016, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presentpresents fairly, in all material respects, the information set forth therein.
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, 2013,2016, based on the criteria established inInternal Control — Integrated Framework (1992)(2013)issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated August 23, 201324, 2016 expressed an unqualified opinion on the Company’s internal control over financial reporting.
/s/ DELOITTE & TOUCHE LLP
Minneapolis, Minnesota
August 23, 201324, 2016
| 13 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of
Flexsteel Industries, Inc.
We have audited the internal control over financial reporting of Flexsteel Industries, Inc. and subsidiariesSubsidiaries (the “Company”) as of June 30, 2013,2016, based on criteria established inInternal Control — Integrated Framework (1992)(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 30, 2013,2016, based on the criteria established inInternal Control — Integrated Framework (1992)(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements and financial statement schedule as of and for the year ended June 30, 20132016 of the Company and our report dated August 23, 201324, 2016 expressed an unqualified opinion on those consolidated financial statements and financial statement schedule.
/s/ DELOITTE Deloitte & TOUCHETouche LLP
Minneapolis, Minnesota
August 23, 201324, 2016
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| June 30, |
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| 2013 |
| 2012 |
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ASSETS |
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CURRENT ASSETS: |
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Cash |
| $ | 10,934 |
| $ | 13,970 |
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Trade Receivables - less allowances: 2013, $1,560; 2012, $1,910 |
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| 36,075 |
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| 33,601 |
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Inventories |
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| 92,417 |
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| 82,689 |
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Deferred income taxes |
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| 4,970 |
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| 3,750 |
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Other current assets |
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| 4,805 |
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| 1,583 |
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Total current assets |
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| 149,201 |
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| 135,593 |
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NONCURRENT ASSETS: |
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Property, plant and equipment, net |
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| 32,145 |
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| 29,867 |
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Deferred income taxes |
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| 1,190 |
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| 3,160 |
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Other assets |
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| 10,003 |
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| 13,052 |
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TOTAL |
| $ | 192,539 |
| $ | 181,672 |
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LIABILITIES AND SHAREHOLDERS’ EQUITY |
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CURRENT LIABILITIES: |
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Accounts payable - trade |
| $ | 13,927 |
| $ | 12,973 |
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Accrued liabilities: |
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Payroll and related items |
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| 7,836 |
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| 8,037 |
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Insurance |
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| 4,667 |
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| 4,440 |
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Other current liabilities |
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| 9,072 |
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| 6,399 |
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Total current liabilities |
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| 35,502 |
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| 31,849 |
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LONG-TERM LIABILITIES: |
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Supplemental retirement plans |
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| 2,414 |
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| 5,613 |
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Other liabilities |
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| 3,386 |
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| 4,768 |
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Total liabilities |
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| 41,302 |
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| 42,230 |
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COMMITMENTS AND CONTINGENCIES (Note 12) |
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SHAREHOLDERS’ EQUITY: |
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Cumulative preferred stock - $50 par value; authorized 60,000 shares; outstanding - none |
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Undesignated (subordinated) stock - $1 par value; authorized 700,000 shares; outstanding - none |
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Common stock - $1 par value; authorized 15,000,000 shares; outstanding 2013, 7,106,723 shares; 2012, 6,905,534 shares |
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| 7,107 |
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| 6,906 |
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Additional paid-in capital |
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| 10,615 |
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| 8,476 |
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Retained earnings |
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| 134,606 |
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| 125,699 |
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Accumulated other comprehensive loss |
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| (1,091 | ) |
| (1,639 | ) |
Total shareholders’ equity |
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| 151,237 |
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| 139,442 |
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TOTAL |
| $ | 192,539 |
| $ | 181,672 |
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FLEXSTEEL INDUSTRIES, INC. AND SUBSIDIARIES
(Amounts in thousands, except share and per share data)
| June 30, | ||||||||
| 2016 | 2015 | |||||||
ASSETS | ||||||||
| CURRENT ASSETS: | ||||||||
| Cash | $ | 36,780 | $ | 1,282 | ||||
| Trade Receivables - less allowances: 2016, $1,300; 2015, $1,400 | 44,618 | 45,101 | ||||||
| Inventories | 85,904 | 113,842 | ||||||
| Other | 9,141 | 6,777 | ||||||
| Total current assets | 176,443 | 167,002 | ||||||
| NONCURRENT ASSETS: | ||||||||
| Property, plant and equipment, net | 64,124 | 64,770 | ||||||
| Deferred income taxes | 3,660 | 6,090 | ||||||
| Other assets | 2,669 | 6,757 | ||||||
| TOTAL | $ | 246,896 | $ | 244,619 | ||||
LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Accounts payable - trade | $ | 11,023 | $ | 18,329 | ||||
| Notes payable – current | — | 11,904 | ||||||
| Accrued liabilities: | ||||||||
| Payroll and related items | 6,986 | 7,931 | ||||||
| Insurance | 5,252 | 4,308 | ||||||
| Other | 10,096 | 8,848 | ||||||
| Total current liabilities | 33,357 | 51,320 | ||||||
| LONG-TERM LIABILITIES: | ||||||||
| Supplemental retirement plans | 894 | 2,915 | ||||||
| Other liabilities | 2,995 | 3,637 | ||||||
| Total liabilities | 37,246 | 57,872 | ||||||
| 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 2016, 7,700,149 shares; 2015, 7,480,367 shares | 7,700 | 7,480 | ||||||
| Additional paid-in capital | 23,259 | 18,827 | ||||||
| Retained earnings | 180,919 | 162,176 | ||||||
| Accumulated other comprehensive loss | (2,228 | ) | (1,736 | ) | ||||
| Total shareholders’ equity | 209,650 | 186,747 | ||||||
| TOTAL | $ | 246,896 | $ | 244,619 | ||||
See accompanying Notes to Consolidated Financial Statements.
15
FLEXSTEEL INDUSTRIES, INC. AND SUBSIDIARIES
Consolidated Statements of Income
(Amounts in thousands, except per share data)
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| For the years ended June 30, |
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| 2013 |
| 2012 |
| 2011 |
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Net sales |
| $ | 386,189 |
| $ | 352,089 |
| $ | 339,426 |
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Cost of goods sold |
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| (295,720 | ) |
| (266,810 | ) |
| (262,124 | ) |
Gross margin |
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| 90,469 |
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| 85,279 |
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| 77,302 |
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Selling, general and administrative |
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| (70,198 | ) |
| (65,033 | ) |
| (60,422 | ) |
Facility closing costs |
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| — |
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| — |
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| (1,016 | ) |
Operating income |
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| 20,271 |
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| 20,246 |
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| 15,864 |
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Interest and other income |
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| 610 |
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| 422 |
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| 343 |
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Income before income taxes |
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| 20,881 |
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| 20,668 |
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| 16,207 |
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Income tax provision |
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| (7,730 | ) |
| (7,600 | ) |
| (5,790 | ) |
Net income |
| $ | 13,151 |
| $ | 13,068 |
| $ | 10,417 |
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Weighted average number of common shares outstanding: |
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Basic |
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| 7,041 |
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| 6,781 |
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| 6,693 |
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Diluted |
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| 7,326 |
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| 7,008 |
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| 6,929 |
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Earnings per share of common stock: |
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Basic |
| $ | 1.87 |
| $ | 1.93 |
| $ | 1.56 |
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Diluted |
| $ | 1.80 |
| $ | 1.86 |
| $ | 1.50 |
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Cash dividends declared per common share |
| $ | 0.60 |
| $ | 0.45 |
| $ | 0.30 |
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| For the years ended June 30, | ||||||||||||
| 2016 | 2015 | 2014 | ||||||||||
| Net sales | $ | 500,106 | $ | 466,904 | $ | 438,543 | ||||||
| Cost of goods sold | (386,407 | ) | (357,044 | ) | (338,280 | ) | ||||||
| Gross margin | 113,699 | 109,860 | 100,263 | |||||||||
| Selling, general and administrative | (77,911 | ) | (75,688 | ) | (71,727 | ) | ||||||
| Litigation settlement reimbursements (costs) | 2,280 | 250 | (6,250 | ) | ||||||||
| Operating income | 38,068 | 34,422 | 22,286 | |||||||||
| Interest and other (expense) income | (72 | ) | 1,267 | 1,514 | ||||||||
| Interest expense | (69 | ) | (130 | ) | — | |||||||
| Income before income taxes | 37,927 | 35,559 | 23,800 | |||||||||
| Income tax provision | (13,690 | ) | (13,260 | ) | (8,810 | ) | ||||||
| Net income | $ | 24,237 | $ | 22,299 | $ | 14,990 | ||||||
| Weighted average number of common shares outstanding: | ||||||||||||
| Basic | 7,595 | 7,423 | 7,231 | |||||||||
| Diluted | 7,765 | 7,708 | 7,511 | |||||||||
| Earnings per share of common stock: | ||||||||||||
| Basic | $ | 3.19 | $ | 3.00 | $ | 2.07 | ||||||
| Diluted | $ | 3.12 | $ | 2.89 | $ | 2.00 | ||||||
| Cash dividends declared per common share | $ | 0.72 | $ | 0.72 | $ | 0.60 | ||||||
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Amounts in thousands)
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| For the years ended June 30, |
| For the years ended June 30, | ||||||||||||||||||
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| 2013 |
| 2012 |
| 2011 |
| 2016 | 2015 | 2014 | ||||||||||||
Net income |
| $ | 13,151 |
| $ | 13,068 |
| $ | 10,417 |
| $ | 24,237 | $ | 22,299 | $ | 14,990 | ||||||
| Other comprehensive income (loss): | ||||||||||||||||||||||
| Unrealized gains on securities in supplemental retirement plans | 741 | 162 | 674 | |||||||||||||||||||
| Reclassification of realized gain on supplemental retirement plans to other income | (535 | ) | (400 | ) | (1,316 | ) | ||||||||||||||||
| Unrealized gains (losses) on securities in supplemental retirement plans before taxes(1) | 206 | (238 | ) | (642 | ) | |||||||||||||||||
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Unrealized gains (losses) on securities in supplemental retirement plans |
| 96 |
| (5 | ) |
| 562 |
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Income tax (expense) benefit related to securities in supplemental retirement plans gains (losses) |
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| (36 | ) |
| 2 |
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| (214 | ) | (78 | ) | 91 | 244 | ||||||||
Net unrealized gains (losses) on securities in supplemental retirement plans (1) |
| 60 |
| (3 | ) |
| 348 |
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| Net unrealized gains (losses) on securities in supplemental retirement plans | 128 | (147 | ) | (398 | ) | |||||||||||||||||
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Minimum pension liability |
| 787 |
| (1,771 | ) |
| 1,401 |
| (999 | ) | (537 | ) | 376 | |||||||||
Income tax (expense) benefit related to minimum pension liability |
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| (299 | ) |
| 670 |
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| (532 | ) | ||||||||||||
| Income tax benefit (expense) related to minimum pension liability | 379 | 204 | (143 | ) | ||||||||||||||||||
Net minimum pension liability |
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| 488 |
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| (1,101 | ) |
| 869 |
| (620 | ) | (333 | ) | 233 | |||||||
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Other comprehensive income (loss), net of tax |
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| 548 |
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| (1,104 | ) |
| 1,217 |
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| Other comprehensive loss, net of tax | (492 | ) | (480 | ) | (165 | ) | ||||||||||||||||
Comprehensive income |
| $ | 13,699 |
| $ | 11,964 |
| $ | 11,634 |
| $ | 23,745 | $ | 21,819 | $ | 14,825 | ||||||
| (1) | ||
| See Note 9 to the Consolidated Financial Statements |
See accompanying Notes to Consolidated Financial Statements.
16
FLEXSTEEL INDUSTRIES, INC. AND SUBSIDIARIES
Consolidated Statements of Changes in Shareholders’ Equity
(Amounts in thousands)
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| Total Par |
| Additional |
| Retained |
| Accumulated |
| Total |
| Total Par | Accumulated | |||||||||||||||||||||||
Balance at June 30, 2010 |
| $ | 6,646 |
| $ | 5,425 |
| $ | 107,293 |
| $ | (1,752 | ) | $ | 117,612 |
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| Value of | Additional | Other | ||||||||||||||||||||||||||||||||||
| Common | Paid-In | Retained | Comprehensive | |||||||||||||||||||||||||||||||||
| Shares ($1 Par) | Capital | Earnings | (Loss) Income | Total | ||||||||||||||||||||||||||||||||
| Balance at June 30, 2013 | $ | 7,107 | $ | 10,615 | $ | 134,606 | $ | (1,091 | ) | $ | 151,237 | |||||||||||||||||||||||||
Issuance of common stock: |
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Stock options exercised, net |
| 65 |
| 259 |
| — |
| — |
| 324 |
| 223 | 2,165 | — | — | 2,388 | ||||||||||||||||||||
Unrealized gain on available for sale investments, net of tax |
| — |
| — |
| — |
| 348 |
| 348 |
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| Unrealized loss on available for sale investments, net of tax | — | — | — | (398 | ) | (398 | ) | |||||||||||||||||||||||||||||
Long-term incentive compensation |
| — |
| 590 |
| — |
| — |
| 590 |
| 41 | 724 | — | — | 765 | ||||||||||||||||||||
Stock-based compensation |
| — |
| 424 |
| — |
| — |
| 424 |
| — | 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 | |||||||||||||||||||||||||
| Issuance of common stock: | ||||||||||||||||||||||||||||||||||||
| Stock options exercised, net | 83 | 707 | — | — | 790 | |||||||||||||||||||||||||||||||
| Unrealized loss on available for sale investments, net of tax | — | — | — | (147 | ) | (147 | ) | |||||||||||||||||||||||||||||
| Long-term incentive compensation | 26 | 1,310 | — | — | 1,336 | |||||||||||||||||||||||||||||||
| Stock-based compensation | — | 607 | — | — | 607 | |||||||||||||||||||||||||||||||
| Excess tax benefit from stock-based payment arrangements | — | 817 | — | — | 817 | |||||||||||||||||||||||||||||||
Minimum pension liability adjustment, net of tax |
| — |
| — |
| — |
| 869 |
| 869 |
| — | — | — | (333 | ) | (333 | ) | ||||||||||||||||||
Cash dividends declared |
| — |
| — |
| (2,011 | ) |
| — |
| (2,011 | ) | — | — | (5,357 | ) | — | (5,357 | ) | |||||||||||||||||
Net income |
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| — |
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| — |
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| 10,417 |
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| — |
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| 10,417 |
| — | — | 22,299 | — | 22,299 | |||||||||||||||
Balance at June 30, 2011 |
| $ | 6,711 |
| $ | 6,698 |
| $ | 115,699 |
| $ | (535 | ) | $ | 128,573 |
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| Balance at June 30, 2015 | $ | 7,480 | $ | 18,827 | $ | 162,176 | $ | (1,736 | ) | $ | 186,747 | |||||||||||||||||||||||||
Issuance of common stock: |
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Stock options exercised, net |
| 156 |
| 761 |
| — |
| — |
| 917 |
| 184 | 1,407 | — | — | 1,591 | ||||||||||||||||||||
Unrealized gain on available for sale investments, net of tax |
| — |
| — |
| — |
| (3 | ) |
| (3 | ) | ||||||||||||||||||||||||
| Unrealized loss on available for sale investments, net of tax | — | — | — | 128 | 128 | |||||||||||||||||||||||||||||||
Long-term incentive compensation |
| 39 |
| 761 |
| — |
| — |
| 800 |
| 27 | 858 | — | — | 885 | ||||||||||||||||||||
Stock-based compensation |
| — |
| 256 |
| — |
| — |
| 256 |
| 9 | 406 | — | — | 415 | ||||||||||||||||||||
| Excess tax benefit from stock-based payment arrangements | — | 1,761 | — | — | 1,761 | |||||||||||||||||||||||||||||||
Minimum pension liability adjustment, net of tax |
| — |
| — |
| — |
| (1,101 | ) |
| (1,101 | ) | — | — | — | (620 | ) | (620 | ) | |||||||||||||||||
Cash dividends declared |
| — |
| — |
| (3,068 | ) |
| — |
| (3,068 | ) | — | — | (5,494 | ) | — | (5,494 | ) | |||||||||||||||||
Net income |
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| — |
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| — |
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| 13,068 |
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| — |
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| 13,068 |
| — | — | 24,237 | — | 24,237 | |||||||||||||||
Balance at June 30, 2012 |
| $ | 6,906 |
| $ | 8,476 |
| $ | 125,699 |
| $ | (1,639 | ) | $ | 139,442 |
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Issuance of common stock: |
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Stock options exercised, net |
| 92 |
| 1,197 |
| — |
| — |
| 1,289 |
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Unrealized gain on available for sale investments, net of tax |
| — |
| — |
| — |
| 60 |
| 60 |
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Long-term incentive compensation |
| 109 |
| 442 |
| — |
| — |
| 551 |
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Stock-based compensation |
| — |
| 500 |
| — |
| — |
| 500 |
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Minimum pension liability adjustment, net of tax |
| — |
| — |
| — |
| 488 |
| 488 |
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Cash dividends declared |
| — |
| — |
| (4,244 | ) |
| — |
| (4,244 | ) | ||||||||||||||||||||||||
Net income |
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| — |
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| — |
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| 13,151 |
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| — |
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| 13,151 |
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Balance at June 30, 2013 |
| $ | 7,107 |
| $ | 10,615 |
| $ | 134,606 |
| $ | (1,091 | ) | $ | 151,237 |
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| Balance at June 30, 2016 | $ | 7,700 | $ | 23,259 | $ | 180,919 | $ | (2,228 | ) | $ | 209,650 | |||||||||||||||||||||||||
See accompanying Notes to Consolidated Financial Statements.
(Amounts in thousands)
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| FOR THE YEARS ENDED JUNE 30, |
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| 2013 |
| 2012 |
| 2011 |
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OPERATING ACTIVITIES: |
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Net income |
| $ | 13,151 |
| $ | 13,068 |
| $ | 10,417 |
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Adjustments to reconcile net income to net cash provided by (used in) operating activities: |
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Depreciation |
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| 3,803 |
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| 2,835 |
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| 2,690 |
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Deferred income taxes |
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| 414 |
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| 23 |
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| 54 |
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Stock-based compensation expense |
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| 1,051 |
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| 1,056 |
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| 1,014 |
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Excess tax benefit from stock-based payment arrangements |
|
| (182 | ) |
| — |
|
| — |
|
Provision for losses on accounts receivable |
|
| (215 | ) |
| (150 | ) |
| 870 |
|
Other non-cash, net |
|
| 69 |
|
| 7 |
|
| 224 |
|
Gain on disposition of capital assets |
|
| (18 | ) |
| (34 | ) |
| (185 | ) |
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
|
|
Trade receivables |
|
| (2,260 | ) |
| (2,000 | ) |
| 3,427 |
|
Inventories |
|
| (9,728 | ) |
| (9,009 | ) |
| (1,043 | ) |
Other current assets |
|
| 58 |
|
| 50 |
|
| (557 | ) |
Other assets |
|
| (307 | ) |
| (308 | ) |
| (270 | ) |
Accounts payable - trade |
|
| 1,082 |
|
| 2,699 |
|
| (841 | ) |
Accrued liabilities |
|
| (138 | ) |
| 572 |
|
| (2,541 | ) |
Other long-term liabilities |
|
| (665 | ) |
| (174 | ) |
| 367 |
|
Supplemental retirement plans |
|
| (210 | ) |
| 342 |
|
| 174 |
|
Net cash provided by operating activities |
|
| 5,905 |
|
| 8,977 |
|
| 13,800 |
|
INVESTING ACTIVITIES: |
|
|
|
|
|
|
|
|
|
|
Purchases of investments |
|
| (1,086 | ) |
| (777 | ) |
| (698 | ) |
Proceeds from sales of investments |
|
| 1,273 |
|
| 405 |
|
| 410 |
|
Proceeds from sale of capital assets |
|
| 21 |
|
| 34 |
|
| 187 |
|
Capital expenditures |
|
| (6,225 | ) |
| (10,939 | ) |
| (2,573 | ) |
Net cash used in investing activities |
|
| (6,017 | ) |
| (11,277 | ) |
| (2,674 | ) |
FINANCING ACTIVITIES: |
|
|
|
|
|
|
|
|
|
|
Dividends paid |
|
| (4,213 | ) |
| (2,535 | ) |
| (1,839 | ) |
Proceeds from issuance of common stock |
|
| 1,107 |
|
| 916 |
|
| 324 |
|
Excess tax benefit from stock-based payment arrangements |
|
| 182 |
|
| — |
|
| — |
|
Net cash used in financing activities |
|
| (2,924 | ) |
| (1,619 | ) |
| (1,515 | ) |
(Decrease) increase in cash and cash equivalents |
|
| (3,036 | ) |
| (3,919 | ) |
| 9,611 |
|
Cash at beginning of year |
|
| 13,970 |
|
| 17,889 |
|
| 8,278 |
|
Cash at end of year |
| $ | 10,934 |
| $ | 13,970 |
| $ | 17,889 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| FOR THE YEARS ENDED JUNE 30, |
| |||||||
|
| 2013 |
| 2012 |
| 2011 |
| |||
SUPPLEMENTAL INFORMATION CASH PAID DURING THE PERIOD FOR: |
|
|
|
|
|
|
|
|
|
|
Income taxes paid |
| $ | 7,250 |
| $ | 6,237 |
| $ | 7,647 |
|
Capital expenditures in accounts payable |
| $ | 261 |
| $ | 389 |
| $ | 14 |
|
| FOR THE YEARS ENDED JUNE 30, | ||||||||||||
| 2016 | 2015 | 2014 | ||||||||||
| OPERATING ACTIVITIES: | ||||||||||||
| Net income | $ | 24,237 | $ | 22,299 | $ | 14,990 | ||||||
| Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||||||||||||
| Depreciation | 7,556 | 4,945 | 4,197 | |||||||||
| Deferred income taxes | 2,731 | 605 | (138 | ) | ||||||||
| Stock-based compensation expense | 1,470 | 1,943 | 1,290 | |||||||||
| Excess tax benefit from stock-based payment arrangements | (1,761 | ) | (817 | ) | (1,357 | ) | ||||||
| Changes in provision for losses on accounts receivable | (100 | ) | 30 | 6 | ||||||||
| Other non-cash, net | — | (28 | ) | 42 | ||||||||
| Gain on disposition of capital assets | (34 | ) | (119 | ) | (90 | ) | ||||||
| Gain on life insurance policies | (346 | ) | (745 | ) | — | |||||||
| Changes in operating assets and liabilities: | ||||||||||||
| Trade receivables | 584 | (6,596 | ) | (2,467 | ) | |||||||
| Inventories | 27,938 | (15,902 | ) | (5,523 | ) | |||||||
| Other current assets | (1,962 | ) | (3,882 | ) | (278 | ) | ||||||
| Other assets | 59 | (1,024 | ) | (163 | ) | |||||||
| Accounts payable - trade | (6,877 | ) | 2,083 | 2,117 | ||||||||
| Accrued liabilities | 2,052 | 201 | 2,986 | |||||||||
| Other long-term liabilities | (1,640 | ) | (187 | ) | 265 | |||||||
| Supplemental retirement plans | 460 | 463 | 360 | |||||||||
| Net cash provided by operating activities | 54,367 | 3,269 | 16,237 | |||||||||
| INVESTING ACTIVITIES: | ||||||||||||
| Purchases of investments | (3,100 | ) | (1,955 | ) | (5,537 | ) | ||||||
| Proceeds from sales of investments | 2,900 | 1,611 | 5,209 | |||||||||
| Proceeds from sale of capital assets | 76 | 155 | 98 | |||||||||
| Proceeds from life insurance policies | 2,814 | 5,053 | — | |||||||||
| Capital expenditures | (7,382 | ) | (37,423 | ) | (4,187 | ) | ||||||
| Net cash used in investing activities | (4,692 | ) | (32,559 | ) | (4,417 | ) | ||||||
| FINANCING ACTIVITIES: | ||||||||||||
| Dividends paid | (5,455 | ) | (5,115 | ) | (4,323 | ) | ||||||
| Proceeds from issuance of common stock | 1,591 | 790 | 2,388 | |||||||||
| Shares withheld for employee tax obligations | (170 | ) | — | — | ||||||||
| Excess tax benefit from stock-based payment arrangements | 1,761 | 817 | 1,357 | |||||||||
| (Repayments of) proceeds from short-term notes payable | (11,904 | ) | 11,904 | — | ||||||||
| Net cash (used in) provided by financing activities | (14,177 | ) | 8,396 | (578 | ) | |||||||
| Increase (decrease) in cash | 35,498 | (20,894 | ) | 11,242 | ||||||||
| Cash at beginning of year | 1,282 | 22,176 | 10,934 | |||||||||
| Cash at end of year | $ | 36,780 | $ | 1,282 | $ | 22,176 | ||||||
| FOR THE YEARS ENDED JUNE 30, | ||||||||||||
| 2016 | 2015 | 2014 | ||||||||||
| SUPPLEMENTAL INFORMATION | ||||||||||||
| Income taxes paid | $ | 10,140 | $ | 13,920 | $ | 6,880 | ||||||
| Capital expenditures in accounts payable | $ | 430 | $ | 130 | $ | 35 | ||||||
See accompanying Notes to Consolidated Financial Statements.FinancialStatements.
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 manufacturer, importer and 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.
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, notes payable and certain accrued liabilities are carried at amounts which reasonably approximate their fair value due to their short-term nature. Generally accepted accounting principles on fair value measurement for certain financial assets and liabilities require that each asset and liability carried at fair value be classified into one of the following categories: Level 1: Quoted market prices in active markets for identical assets and liabilities; Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data; or Level 3: Unobservable inputs that are not corroborated by market data. The Company has not changed its valuation techniques in measuring the fair value of any financial assets and liabilities during the period.
ACCOUNTS RECEIVABLE ALLOWANCES – the Company establishes accounts receivable allowances to reduce trade accounts receivable to an amount that reasonably approximates their net realizable value. The Company’s accounts receivable allowances consist of an allowance for doubtful accounts which is established through review of open accounts, historical collection, and historical write-off amounts 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.
INVENTORIES – are stated at the lower of cost or net realizable value. Steel products are valued on the last-in, first-out (“LIFO”) method. 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.
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 years 2016, 2015 and 2014.
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 when both product ownership and the risk of loss have transferred to the customer, collectability is reasonably assured, and the Company has no remaining obligations. The Company’s ordering process creates persuasive evidence of the sale arrangement and the sales 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 sheets. Advertising expenditures, primarily shared customer advertising in which an identifiable benefit is received and national trade-advertising programs, were approximately $7.5 million, $6.9 million and $6.1 million in fiscal years 2016, 2015 and 2014, 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 $4.2 million, $4.1 million and $2.8 million in fiscal years 2016, 2015 and 2014, 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 $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 accrued liabilities – insurance on the consolidated balance sheets.
INCOME TAXES – the Company uses the liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company recognizes in its financial statements the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position.
EARNINGS PER SHARE (EPS) – basic earnings 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. 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.
In computing EPS for the fiscal years 2016, 2015 and 2014, net income as reported for each respective period is divided by the fully diluted weighted average number of shares outstanding:
| June 30, | ||||||||||||
| (in thousands) | 2016 | 2015 | 2014 | |||||||||
| Basic shares | 7,595 | 7,423 | 7,231 | |||||||||
| Potential common shares: | ||||||||||||
| Stock options | 120 | 255 | 254 | |||||||||
| Long-term incentive plan | 50 | 30 | 26 | |||||||||
| 170 | 285 | 280 | ||||||||||
| Diluted shares | 7,765 | 7,708 | 7,511 | |||||||||
| Anti-dilutive shares | 26 | — | — | |||||||||
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.
SEGMENT REPORTING – the Company operates in one reportable 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.
ACCOUNTING DEVELOPMENTS –In November 2015, the Financial Accounting Standards Board (FASB) issuedBalance Sheet Classification of Deferred Taxes (Accounting Standards Update (ASU) No. 2015-17), which amends Accounting Standards Codification (“ASC”) Topic 740, Income Taxes. ASU 2015-17 requires that deferred tax liabilities and assets be classified as non-current in a classified statement of financial position. The ASU is effective for public business entities for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. The amendments may be applied prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented. The Company elected to early adopt ASU 2015-17 on March 31, 2016 retrospectively to all periods presented. On June 30, 2015, the Company recorded $4.2 million in current assets “deferred income taxes” and $1.9 million in non-current assets “deferred income taxes” in the Consolidated Balance Sheets. Upon adoption of the standard, the Company presented a non-current deferred tax asset of $6.1 million in non-current assets “deferred income taxes” in the Consolidated Balance Sheets.
In May 2014, the FASB issuedRevenue from Contracts with Customers, Topic 606 (ASU No. 2014-09), which provides a framework for the recognition of revenue, with the 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, was originally to be effective for the Company beginning in fiscal year 2018. In July 2015, the FASB confirmed a one year deferral of the effective date of the new revenue standard which also allows early adoption as of the original effective date. The updated guidance will be effective for the Company’s first quarter of 2019. The Company is currently evaluating the impact of adopting ASU 2014-09 on its consolidated financial statements, but believes there will be no material impact, if any.
In July 2015, the FASB issuedInventory, Topic 330: Simplifying the Measurement of Inventory (ASU 2015-11), which affects inventory balances measured using the first-in, first-out (FIFO) or average cost methods. ASU 2015-11 requires entities to measure most inventories at the lower of cost and net realizable value, thereby simplifying the current guidance under which an entity must measure inventory at the lower of cost or market. ASU 2015-11 is effective for fiscal years beginning after December 15, 2016 and interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact of adopting ASU 2015-11 on its consolidated financial statements.
In February 2016, the FASB issuedLeases (ASU 2016-02),which amends ASC Topic 842. ASU 2016-02 introduces a new lessee model where substantially all leases will be brought onto the balance sheet. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact of adopting ASU 2016-02 on its consolidated financial statements.
In March 2016, the FASB issuedImprovements to Employee Share-Based Payment Accounting (ASU 2016-09), which amends ASC Topic 718, Compensation – Stock Compensation. ASU 2016-09 simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. ASU 2016-09 is effective for fiscal years beginning after December 15, 2016 and interim periods within those fiscal years. Early adoption is permitted. The Company is currentlyin the process of evaluating the impact of adopting ASU 2016-09 on its consolidated financial statements.
2. INVENTORIES
Inventories valued on a LIFO basis (steel) would not differ significantly if they had been valued on a FIFO basis for the fiscal years ended June 30, 2016 and 2015. A comparison of inventories is as follows:
| (in thousands) | June 30, | |||||||
| 2016 | 2015 | |||||||
| Raw materials | $ | 12,893 | $ | 12,663 | ||||
| Work in process and finished parts | 5,810 | 5,772 | ||||||
| Finished goods | 67,201 | 95,407 | ||||||
| Total | $ | 85,904 | $ | 113,842 | ||||
3. PROPERTY, PLANT AND EQUIPMENT
| (in thousands) | Estimated | June 30, | ||||||||
| Life (Years) | 2016 | 2015 | ||||||||
| Land | $ | 7,279 | $ | 7,654 | ||||||
| Buildings and improvements | 5-39 | 72,900 | 72,684 | |||||||
| Machinery and equipment | 3-7 | 34,015 | 32,263 | |||||||
| Delivery equipment | 3-5 | 21,979 | 20,097 | |||||||
| Furniture and fixtures | 3-7 | 10,879 | 8,939 | |||||||
| Total | 147,052 | 141,637 | ||||||||
| Less accumulated depreciation | (82,928 | ) | (76,867 | ) | ||||||
| Net | $ | 64,124 | $ | 64,770 | ||||||
4. OTHER NONCURRENT ASSETS
| (in thousands) | June 30, | |||||||
| 2016 | 2015 | |||||||
| Cash value of life insurance | $ | 965 | $ | 3,434 | ||||
| Rabbi Trust assets (see Note 9) | 844 | 2,404 | ||||||
| Other | 860 | 919 | ||||||
| Total | $ | 2,669 | $ | 6,757 | ||||
5. ACCRUED LIABILITIES – OTHER
| (in thousands) | June 30, | |||||||
| 2016 | 2015 | |||||||
| Advertising | $ | 4,068 | $ | 3,661 | ||||
| Supplemental retirement plans - current | 1,751 | 1,208 | ||||||
| Dividends | 1,386 | 1,346 | ||||||
| Warranty | 1,070 | 1,010 | ||||||
| Other | 1,821 | 1,623 | ||||||
| Total | $ | 10,096 | $ | 8,848 | ||||
6. CREDIT ARRANGEMENTS
The Company entered into an unsecured credit agreement on June 30, 2016, that provides short-term working capital financing up to $10.0 million with interest of LIBOR plus 1% (1.47% at June 30, 2016), including up to $4.0 million of letters of credit. The Company reduced the borrowing availability from $30.0 million to $10.0 million to align with current business needs. Letters of credit outstanding at June 30, 2016 totaled $2.3 million. Other than the aforementioned letters of credit, the Company did not utilize borrowing availability under the credit facility, leaving borrowing availability of $7.7 million as of June 30, 2016. The credit agreement expires June 30, 2017. At June 30, 2016, the Company was in compliance with all of the financial covenants contained in the credit agreement.
A director of the Company is a director at a bank where the Company maintains an unsecured $10.0 million line of credit, with interest at prime minus 2% (1.50% at June 30, 2016), and where its routine banking transactions are processed. No amount was outstanding on the line of credit at June 30, 2016. This line of credit matures December 31, 2016. In addition, the supplemental retirement plans assets, held in a Rabbi Trust, of $2.4 million are administered by this bank’s trust department. The Company receives no special services or pricing on the services performed by the bank due to the directorship of this director.
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, 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.
During fiscal year 2016, the Company recorded changes in measurement of uncertain tax positions based on recent experiences with various state tax authorities which reduced the gross liabilities related to unrecognized tax benefits by $1.3 million and reduced deferred tax assets by $0.4 million. The components of the gross liabilities related to unrecognized tax benefits and the related deferred tax assets are as follows:
| (in thousands) | June 30, | |||||||
| 2016 | 2015 | |||||||
| Gross unrecognized tax benefits | $ | 610 | $ | 1,580 | ||||
| Accrued interest and penalties | 250 | 610 | ||||||
| Gross liabilities related to unrecognized tax benefits | $ | 860 | $ | 2,190 | ||||
| Deferred tax assets | $ | 250 | $ | 640 | ||||
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:
| (in thousands) | 2016 | 2015 | 2014 | |||||||||
| Balance at July 1 | $ | 1,580 | $ | 1,290 | $ | 1,085 | ||||||
| Additions based on tax positions related to the current year | 45 | 390 | 325 | |||||||||
| Additions for tax positions of prior years | — | — | — | |||||||||
| Reductions for tax positions of prior years | (1,015 | ) | (100 | ) | (120 | ) | ||||||
| Balance at June 30 | $ | 610 | $ | 1,580 | $ | 1,290 | ||||||
The Company records interest and penalties related to income taxes as income tax expense in the consolidated statements of income. The Company does not expect that there will be any positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly increase or decrease within the next twelve months.
The income tax provision is as follows for the years ended June 30:
| (in thousands) | 2016 | 2015 | 2014 | |||||||||
| Federal – current | $ | 9,343 | $ | 11,725 | $ | 8,395 | ||||||
| State and other – current | 1,616 | 930 | 553 | |||||||||
| Deferred | 2,731 | 605 | (138 | ) | ||||||||
| Total | $ | 13,690 | $ | 13,260 | $ | 8,810 | ||||||
A reconciliation between the U.S. federal statutory tax rate and the effective tax rate is as follows for the years ended June 30:
| 2016 | 2015 | 2014 | ||||||||||
| Federal statutory tax rate | 35.0 | % | 35.0 | % | 35.0 | % | ||||||
| State taxes, net of federal effect | 3.8 | 2.6 | 2.2 | |||||||||
| Other | (2.7 | ) | (0.3 | ) | (0.2 | ) | ||||||
| Effective tax rate | 36.1 | % | 37.3 | % | 37.0 | % | ||||||
The primary components of deferred tax assets and (liabilities) are as follows:
| (in thousands) | June 30, 2016 | June 30, 2015 | ||||||
| Accounts receivable | $ | 490 | $ | 530 | ||||
| Inventory | 500 | 925 | ||||||
| Self-insurance | 660 | 595 | ||||||
| Compensation and benefits | 2,040 | 1,825 | ||||||
| Accrued expenses | 1,100 | 1,125 | ||||||
| Property, plant and equipment | (3,080 | ) | (1,225 | ) | ||||
| Supplemental retirement plans | 1,080 | 1,570 | ||||||
| Other | 870 | 745 | ||||||
| Total | $ | 3,660 | $ | 6,090 | ||||
The Company is subject to U.S. federal income tax as well as income tax of multiple state and foreign jurisdictions. Generally, tax years 2012–2015 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.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
DESCRIPTION OF BUSINESS – Flexsteel Industries, Inc. and subsidiaries (the “Company”) is one of the oldest and largest manufacturer, importer and 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. DMI’s brands are WYNWOOD, Home Styles 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 require that each asset and liability carried at fair value be classified into one of the following categories: Level 1: Quoted market prices in active markets for identical assets and liabilities; Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data; or Level 3: Unobservable inputs that are not corroborated by market data. The Company has not changed its valuation techniques in measuring the fair value of any financial assets and liabilities during the period.
ACCOUNTS RECEIVABLE ALLOWANCES – the Company establishes accounts receivable allowances to reduce trade accounts receivable to an amount that reasonably approximates their net realizable value. The Company’s accounts receivable allowances consist of an allowance for doubtful accounts which is established through review of open accounts, historical collection, and historical write-off amounts 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.
INVENTORIES – are stated at the lower of cost or net realizable value. Steel products are valued on the last-in, first-out (“LIFO”) method. 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 2013.
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 when both product ownership and the risk of loss have transferred to the customer, collectability is reasonably assured, and the Company has no remaining obligations. The Company’s ordering process creates persuasive evidence of the sale arrangement and the sales 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.
| (1) |
|
| |
| |
| |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
| June 30, |
| |||||||
(in thousands) |
| 2013 |
| 2012 |
| 2011 |
| |||
|
|
|
|
|
|
|
|
|
|
|
Basic shares |
|
| 7,041 |
|
| 6,781 |
|
| 6,693 |
|
|
|
|
|
|
|
|
|
|
|
|
Potential common shares: |
|
|
|
|
|
|
|
|
|
|
Stock options |
|
| 253 |
|
| 142 |
|
| 147 |
|
Long-term incentive plan |
|
| 32 |
|
| 85 |
|
| 89 |
|
|
|
| 285 |
|
| 227 |
|
| 236 |
|
|
|
|
|
|
|
|
|
|
|
|
Diluted shares |
|
| 7,326 |
|
| 7,008 |
|
| 6,929 |
|
|
|
|
|
|
|
|
|
|
|
|
Anti-dilutive shares |
|
| 10 |
|
| 300 |
|
| 424 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands) |
| June 30, |
| ||||
|
| 2013 |
| 2012 |
| ||
Raw materials |
| $ | 10,684 |
| $ | 10,410 |
|
Work in process and finished parts |
|
| 5,410 |
|
| 5,288 |
|
Finished goods |
|
| 76,323 |
|
| 66,991 |
|
Total |
| $ | 92,417 |
| $ | 82,689 |
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands) |
| Estimated |
| June 30, |
| ||||
|
|
| 2013 |
| 2012 |
| |||
Land |
|
|
| $ | 4,233 |
| $ | 4,150 |
|
Buildings and improvements |
| 5-39 |
|
| 49,147 |
|
| 39,978 |
|
Machinery and equipment |
| 3-7 |
|
| 27,048 |
|
| 26,449 |
|
Delivery equipment |
| 3-5 |
|
| 18,689 |
|
| 18,113 |
|
Furniture and fixtures |
| 3-7 |
|
| 6,265 |
|
| 3,843 |
|
Construction in progress |
|
|
|
| — |
|
| 9,333 |
|
Total |
|
|
|
| 105,382 |
|
| 101,866 |
|
Less accumulated depreciation |
|
|
|
| (73,237 | ) |
| (71,999 | ) |
Net |
|
|
|
| 32,145 |
|
| 29,867 |
|
|
|
|
|
|
|
|
|
|
|
(in thousands) |
| June 30, |
| ||||
|
| 2013 |
| 2012 |
| ||
Cash value of life insurance |
| $ | 7,337 |
| $ | 7,072 |
|
Rabbi Trust assets (see Note 9) |
|
| 2,529 |
|
| 5,900 |
|
Other |
|
| 137 |
|
| 80 |
|
Total |
| $ | 10,003 |
| $ | 13,052 |
|
|
|
|
|
|
|
|
|
|
|
(in thousands) |
| June 30, |
| ||||
|
| 2013 |
| 2012 |
| ||
Dividends |
| $ | 1,067 |
| $ | 1,036 |
|
Income taxes |
|
| 299 |
|
| 562 |
|
Advertising |
|
| 2,220 |
|
| 1,899 |
|
Warranty |
|
| 1,000 |
|
| 1,010 |
|
Supplemental retirement plans - current |
|
| 2,989 |
|
| — |
|
Other |
|
| 1,497 |
|
| 1,892 |
|
Total |
| $ | 9,072 |
| $ | 6,399 |
|
|
|
| |
| |
|
|
| |
|
|
|
|
|
|
|
|
|
(in thousands) |
| June 30, |
| ||||
|
| 2013 |
| 2012 |
| ||
Gross unrecognized tax benefits |
| $ | 1,085 |
| $ | 1,000 |
|
Accrued interest and penalties |
|
| 425 |
|
| 365 |
|
Gross liabilities related to unrecognized tax benefits |
| $ | 1,510 |
| $ | 1,365 |
|
|
|
|
|
|
|
|
|
Deferred tax assets |
| $ | 440 |
| $ | 350 |
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands) |
| 2013 |
| 2012 |
| 2011 |
| |||
Balance at July 1 |
| $ | 1,000 |
| $ | 970 |
| $ | 995 |
|
Additions based on tax positions related to the current year |
|
| 265 |
|
| 207 |
|
| 193 |
|
Additions for tax positions of prior years |
|
| 100 |
|
| — |
|
| 41 |
|
Reductions for tax positions of prior years |
|
| (280 | ) |
| (177 | ) |
| (259 | ) |
Balance at June 30 |
| $ | 1,085 |
| $ | 1,000 |
| $ | 970 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands) |
| 2013 |
| 2012 |
| 2011 |
| |||
Federal- current |
| $ | 6,750 |
| $ | 6,969 |
| $ | 5,313 |
|
State - current |
|
| 566 |
|
| 608 |
|
| 423 |
|
Deferred |
|
| 414 |
|
| 23 |
|
| 54 |
|
Total |
| $ | 7,730 |
| $ | 7,600 |
| $ | 5,790 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2013 |
| 2012 |
| 2011 |
| |||
Federal statutory tax rate |
|
| 35.0 | % |
| 35.0 | % |
| 35.0 | % |
State taxes, net of federal effect |
|
| 2.6 |
|
| 2.9 |
|
| 2.6 |
|
Other |
|
| (0.6 | ) |
| (1.1 | ) |
| (1.9 | ) |
Effective tax rate |
|
| 37.0 | % |
| 36.8 | % |
| 35.7 | % |
| |||||||||||||
| |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands) |
| June 30, 2013 |
| June 30, 2012 |
| ||||||||
|
| Current |
| Long-term |
| Current |
| Long-term |
| ||||
Accounts receivable |
| $ | 590 |
| $ | — |
| $ | 710 |
| $ | — |
|
Inventory |
|
| 1,530 |
|
| — |
|
| 1,390 |
|
| — |
|
Self-insurance |
|
| 500 |
|
| — |
|
| 480 |
|
| — |
|
Employee benefits |
|
| 800 |
|
| — |
|
| 480 |
|
| — |
|
Accrued expenses |
|
| 550 |
|
| — |
|
| 690 |
|
| — |
|
Property, plant and equipment |
|
| — |
|
| (1,150 | ) |
| — |
|
| (860 | ) |
Supplemental retirement plans |
|
| 1,000 |
|
| 810 |
|
| — |
|
| 2,430 |
|
Other |
|
| — |
|
| 1,530 |
|
| — |
|
| 1,590 |
|
Total |
| $ | 4,970 |
| $ | 1,190 |
| $ | 3,750 |
| $ | 3,160 |
|
| ||
|
| |
| ||
| Long-Term | |
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, 2016, 2,594 shares have been issued. The Committee selected fully-diluted earnings per share as the performance goal for the three-year performance periods July 1, 2013 – June 30, 2016 (2014-2016), July 1, 2014 – June 30, 2017 (2015-2017) and July 1, 2015 – June 30, 2018 (2016-2018). Stock awards will be issued to participants as soon as practicable following the end of the performance periods, subject to Committee approval and verification of results. The compensation cost related to the number of shares to be granted under each performance period is fixed on the grant date, which is the date the performance period begins.
The Company recorded plan expenses of $1.1 million, $1.1 million and $0.5 million for fiscal years ended June 30, 2016, 2015, and 2014, respectively. If the target performance goals for 2014-2016, 2015-2017 and 2016-2018 would be achieved, the total amount of compensation cost recognized over the requisite service periods would be $1.0 million for each three-year performance period.
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 | 44 | 88 | |||||||||
| Fiscal Year 2015 – 2017 | 12 | 29 | 57 | |||||||||
| Fiscal Year 2016 – 2018 | 10 | 25 | 48 | |||||||||
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. A total of 240,325 shares were issued from this plan, following the final distributions in September 2015. No additional shares can be awarded under the 2007 plan. The Committee selected consolidated operating results for organic net sales growth and fully-diluted earnings per share as the performance goals for the three-year performance periods. Payouts for awards earned in these performance periods were 60% stock and 40% cash. The compensation cost related to the number of shares granted under each performance period was fixed on the grant date, which was the date the performance period began. The short-term portion of the recorded cash award payable was classified within current liabilities, “payroll and related items”, and the long-term portion of the recorded cash award payable is classified within long-term liabilities, “other liabilities”, in the consolidated balance sheets. As of June 30, 2016, the company had no liability related to the 2007 plan. As of June 30, 2015, the Company recorded the cash-portion of awards payable of $0.7 million within current liabilities. For the fiscal years ended June 30, 2016, 2015 and 2014, the Company recorded expense of $0.0 million, $0.6 million and $0.9 million, respectively.
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands) |
| Minimum |
| Target |
| Maximum |
| ||||||||||||
Performance Period |
| Shares |
| Cash |
| Shares |
| Cash |
| Shares |
| Cash |
| ||||||
Fiscal Year 2011 - 2013 |
|
| 12 |
| $ | 198 |
|
| 35 |
| $ | 566 |
|
| 56 |
| $ | 905 |
|
Fiscal Year 2012 - 2014 |
|
| 11 |
| $ | 179 |
|
| 32 |
| $ | 512 |
|
| 50 |
| $ | 819 |
|
Fiscal Year 2013 - 2015 |
|
| 10 |
| $ | 168 |
|
| 30 |
| $ | 481 |
|
| 47 |
| $ | 769 |
|
| (2) | Stock Plans |
Omnibus Stock Plan
The Omnibus Stock Plan is for key employees, officers and directors and provides for the granting of incentive and nonqualified stock options, restricted stock, restricted stock units, stock appreciation rights and performance units. In December 2013, the Company’s shareholders approved 700,000 shares to be issued under the plan. The options are exercisable up to 10 years from the date of grant. It is the Company’s policy to issue new shares upon exercise of stock options. The Company accepts shares of the Company’s common stock as payment for the exercise price of options. These shares received as payment are retired upon receipt.
For fiscal years 2016, 2015 and 2014, the Company issued options for 25,868, 48,600 and 57,450 common shares at a weighted average exercise price of $43.09, $31.48 and $27.49 (the fair market value on the date of grant), respectively. The options were immediately available for exercise. For fiscal years ended June 30, 2016, 2015 and 2014, the Company recorded expense of $0.2 million, $0.4 million and $0.4 million, 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 year 2016, 2015 and 2014, respectively, under this plan; dividend yield of 1.6%, 2.0% and 2.2%; expected volatility of 26.0%, 29.9% and 32.6%; risk-free interest rate of 1.6%, 1.6% and 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 2016, 2015 and 2014 were $9.20, $7.33 and $6.63, respectively. The cash proceeds from stock options exercised were $0.1 million, $0.1 million and $0.1 million for fiscal years ended 2016, 2015 and 2014, respectively. There was no income tax benefit related to the exercise of stock options for fiscal years ended June 30, 2016, 2015 and 2014. At June 30, 2016, 566,474 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. There were no options granted and no expense was recorded under these Plans during the fiscal years ended June 30, 2016, 2015 and 2014.
The cash proceeds from stock options exercised were $1.5 million, $1.6 million and $2.3 million for fiscal years ended 2016, 2015 and 2014, respectively. The income tax benefit related to the exercise of stock options were $1.6 million, $0.4 million and $0.4 million for fiscal years ended 2016, 2015 and 2014, respectively.
A summary of the status of the Company’s stock option plans as of June 30, 2016, 2015 and 2014 and the changes during the years then ended is presented below:
| Aggregate | ||||||||||||
| Shares | Weighted Average | Intrinsic Value | ||||||||||
| (in thousands) | Exercise Price | (in thousands) | ||||||||||
| Outstanding and exercisable at June 30, 2014 | 524 | $ | 15.39 | $ | 9,403 | |||||||
| Granted | 49 | 31.48 | ||||||||||
| Exercised | (110 | ) | 15.52 | |||||||||
| Canceled | (6 | ) | 16.98 | |||||||||
| Outstanding and exercisable at June 30, 2015 | 457 | $ | 17.02 | $ | 11,916 | |||||||
| Granted | 26 | 43.09 | ||||||||||
| Exercised | (207 | ) | 12.68 | |||||||||
| Canceled | (6 | ) | 22.32 | |||||||||
| Outstanding and exercisable at June 30, 2016 | 270 | $ | 22.85 | $ | 4,638 | |||||||
The following table summarizes information for options outstanding and exercisable at June 30, 2016:
| Options | Weighted Average | |||||||||||||
| Range of | Outstanding | Remaining | Exercise | |||||||||||
| Prices | (in thousands) | Life (Years) | Price | |||||||||||
| $ | 6.81 – 12.74 | 42 | 1.4 | $ | 11.38 | |||||||||
| 13.75 – 17.23 | 68 | 4.9 | 15.60 | |||||||||||
| 19.72 – 27.57 | 90 | 6.9 | 23.56 | |||||||||||
| 31.06 – 43.09 | 70 | 8.6 | 35.81 | |||||||||||
| $ | 6.81 – 43.09 | 270 | 6.0 | $ | 22.85 | |||||||||
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 (2011-2013), $1.0 million (2012-2014) and $1.1 million (2013-2015) based on the estimated fair values at June 30, 2013.
| 9. | ||
|
| |
| ||
| ||
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Shares |
| Weighted Average |
| Aggregate |
| |||
Outstanding and exercisable at June 30, 2011 |
|
| 1,046 |
|
| 13.56 |
|
| 2,271 |
|
Granted |
|
| 83 |
|
| 13.87 |
|
|
|
|
Exercised |
|
| (306 | ) |
| 12.57 |
|
|
|
|
Canceled |
|
| (5 | ) |
| 17.12 |
|
| ||
Outstanding and exercisable at June 30, 2012 |
|
| 818 |
| $ | 13.94 |
| $ | 4,783 |
|
Granted |
|
| 89 |
|
| 20.31 |
|
|
|
|
Exercised |
|
| (109 | ) |
| 13.38 |
|
|
|
|
Canceled |
|
| (11 | ) |
| 16.09 |
|
| ||
Outstanding and exercisable at June 30, 2013 |
|
| 787 |
| $ | 14.71 | $ | 7,609 | ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Range of |
| Options |
| Weighted Average |
| ||||||||||
|
| Remaining |
| Exercise |
| ||||||||||
| $ | 6.81 - 8.55 |
|
| 129 |
|
| 5.9 |
|
|
| $ | 7.62 |
|
|
|
| 12.35 - 13.90 |
|
| 216 |
|
| 5.1 |
|
|
|
| 12.86 |
|
|
|
| 14.40 – 17.23 |
|
| 245 |
|
| 3.5 |
|
|
|
| 16.02 |
|
|
|
| 19.21 – 22.82 |
|
| 197 |
|
| 4.3 |
|
|
|
| 19.77 |
|
|
| $ | 6.81 – 22.82 |
|
| 787 |
|
| 4.6 |
|
|
|
| 14.71 |
|
|
| BENEFIT AND RETIREMENT PLANS |
| |
| |
| |
|
Defined Contribution and Retirement Plans
The Company sponsors various defined contribution retirement plans, which cover substantially all employees, other than employees covered by multi-employer pension plans under collective bargaining agreements. Total retirement plan expense was $1.8 million, $2.0 million and $1.9 million in fiscal years 2016, 2015 and 2014, respectively. The amounts include $0.5 million in each fiscal year 2016, 2015 and 2014, for the Company’s matching contribution to retirement savings plans.
Multi-employer Pension Plans
The Company contributes to three multi-employer defined benefit pension plans 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 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 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, 2016, is outlined in the following table. Unless otherwise noted, the most recent Pension Protection Act zone status available in 2016 and 2015 is for the plan’s year-end at December 31, 2015 and 2014, respectively. The zone status is based on information that the Company received from the plan and is certified by the plan’s actuary. Among other factors, plans in the red zone are generally less than 65 percent funded, plans in the yellow zone are between 65 percent and 80 percent funded, and plans in the green zone are at least 80 percent funded.
The estimated cumulative cost to exit the Company’s multi-employer plans was approximately $9.6 million on June 30, 2016. Supplemental Retirement Plans The Company has unfunded 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, 2016 and 2015, the supplemental retirement plan liability was $2.4 million and $4.1 million, respectively, of which $1.5 million and $1.2 million were recorded in other current liabilities and $0.9 million and $2.9 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 years 2016, 2015 and 2014, the benefit obligation was increased by interest expense of $0.5 million, $0.5 million and $1.4 million, deposits of $0.2 million, $0.3 million and $0.3 million, and decreased by payments of $1.0 million, $0.9 million and $3.1 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, 2016, the Company’s deferred compensation plan assets, held in the Rabbi Trust, were invested in stock and bond funds and are recorded in the consolidated balance sheets at fair market value. As of June 30, 2016 and 2015, the fair market value of the assets held in the Rabbi Trust were $2.3 million and $3.5 million, respectively, $1.5 million and $1.1 million, respectively, of the assets are classified as other current assets and $0.8 million and $2.4 million, respectively, are classified as other noncurrent assets in the consolidated balance sheets. These assets are classified as Level 2 in accordance with fair value accounting as discussed in Note 1. Defined Benefit Plan The Company’s defined benefit pension plan is frozen. There are a total of 387 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, 2016 and 2015, 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 $1.6 million and $0.9 million, respectively. The accumulated benefit obligation was $8.9 million and $8.0 million at fiscal years ended June 30, 2016 and 2015, respectively. The Company recorded expense of $0.1 million, $0.1 million and $0.1 million during fiscal years 2016, 2015 and 2014, respectively, related to the plan.
The components of accumulated other comprehensive loss, net of income taxes, are as follows:
Indiana Civil Litigation – In December 2013, the Company entered into a confidential agreement to settle the Indiana Civil Litigation. The Company paid $6.25 million to Plaintiffs to settle the matter without admission of wrongdoing. The Company received $2.3 million and $0.3 million during the fiscal years ended June 30, 2016 and 2015, respectively, for recovery of litigation settlement costs from insurers. The Company continues to believe that it did not cause or contribute to the contamination. These amounts are recorded as “litigation settlement reimbursements (costs)” in the consolidated statements of income. The Company continues to pursue the recovery of defense and settlement costs from insurance carriers. Based on policy language and jurisdiction, insurance coverage is in question. The Iowa District Court dismissed litigation filed by the Company’s insurance carriers in Iowa after the Iowa Court of Appeals found that Indiana law applied to the insurance policies in question and the Iowa Supreme Court denied further review. The dismissal was then appealed by the insurance carriers to the Iowa Supreme Court, which referred the appeal to the Iowa Court of Appeals. On August 17, 2016, the Iowa Court of Appeals affirmed the Iowa District Court dismissal. The insurance carriers may appeal to the Iowa Supreme Court. Coverage litigation is proceeding against the insurance carriers in Indiana. During the fiscal years ended June 30, 2016, 2015 and 2014, the Company recorded $0.6 million, $0.6 million and $2.1 million, respectively, in legal and other related expenses that were incurred responding to the lawsuits and pursuing insurance coverage. These expenses are included in SG&A expense in the consolidated statements of income. During the fiscal years ended June 30, 2016, 2015 and 2014, the Company received approximately $0.8 million, $0.2 million and $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. Other Proceedings – In March 2016, the Company received a General Notice Letter for the Lane Street Groundwater Superfund Site located in Elkhart, Indiana from the United States Environmental Protection Agency (EPA). The EPA has determined that the Company may be responsible under the Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA). In April 2016, the EPA issued their proposed clean-up plan for groundwater pollution and request for public comment. The Company provided public comment to the proposed plan in May 2016. As of June 30, 2016, no liability was recorded in the Consolidated Balance Sheets because it is not possible to reasonably estimate the amount, if any, of remediation cost due to the early stages of determining the extent of environmental impact, allocation amount to the potentially responsible parties and remediation alternatives. 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.
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|
|
|
|
|
|
|
|
|
|
|
|
| June 30, |
| |||||||
(in thousands) |
| 2013 |
| 2012 |
| 2011 |
| |||
Available-for-sale securities |
| $ | 394 |
| $ | 334 |
| $ | 337 |
|
Pension and other post-retirement benefit adjustments |
|
| (1,485 | ) |
| (1,973 | ) |
| (872 | ) |
Total accumulated other comprehensive loss |
| $ | (1,091 | ) | $ | (1,639 | ) | $ | (535 | ) |
|
|
| |
| |
| |
| 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 $4.9 million, $3.8 million and $2.8 million in fiscal 2016, 2015 and 2014, respectively.
Expected future minimum commitments under operating leases as of June 30, 2016 were as follows:
| (in thousands) | |||||
| Fiscal Year Ended June 30, | |||||
| 2017 | $ | 3,785 | |||
| 2018 | 2,870 | ||||
| 2019 | 2,912 | ||||
| 2020 | 2,209 | ||||
| 2021 | 1,491 | ||||
| Thereafter | — | ||||
| $ | 13,267 |
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 $2.5 million, $2.2 million and $2.7 million in fiscal 2013, 2012 and 2011, respectively.
Expected future minimum commitments under operating leases as of June 30, 2013 were as follows:
|
|
|
|
|
(in thousands) |
|
|
|
|
|
|
|
|
|
Fiscal Year Ended June 30, | ||||
2014 |
| $ | 2,617 |
|
2015 |
|
| 2,218 |
|
2016 |
|
| 1,679 |
|
2017 |
|
| 794 |
|
2018 |
|
| 794 |
|
Thereafter |
|
| 1,985 |
|
|
| $ | 10,087 |
|
13. |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands) |
| FOR THE YEARS ENDED JUNE 30, |
| |||||||
|
| 2013 |
| 2012 |
| 2011 |
| |||
Residential |
| $ | 311,214 |
| $ | 275,442 |
| $ | 258,095 |
|
Commercial |
|
| 74,975 |
|
| 76,647 |
|
| 81,331 |
|
|
| $ | 386,189 |
| $ | 352,089 |
| $ | 339,426 |
|
| SUPPLEMENTARY QUARTERLY FINANCIAL INFORMATION– UNAUDITED |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands, except per share amounts) |
| FOR THE QUARTER ENDED |
| ||||||||||
|
| September 30 |
| December 31 |
| March 31 |
| June 30 |
| ||||
Fiscal 2013: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales |
| $ | 91,237 |
| $ | 94,590 |
| $ | 98,351 |
| $ | 102,010 |
|
Gross margin |
|
| 21,101 |
|
| 22,747 |
|
| 22,839 |
|
| 23,781 |
|
Net income |
|
| 2,872 |
|
| 2,922 |
|
| 3,118 |
|
| 4,240 |
|
Earnings per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
| $ | 0.41 |
| $ | 0.42 |
| $ | 0.44 |
| $ | 0.60 |
|
Diluted |
| $ | 0.40 |
| $ | 0.40 |
| $ | 0.42 |
| $ | 0.57 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| FOR THE QUARTER ENDED |
| ||||||||||
|
| September 30 |
| December 31 |
| March 31 |
| June 30 |
| ||||
Fiscal 2012: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales |
| $ | 81,520 |
| $ | 85,001 |
| $ | 91,631 |
| $ | 93,936 |
|
Gross margin |
|
| 18,964 |
|
| 20,458 |
|
| 22,098 |
|
| 23,759 |
|
Net income |
|
| 2,378 |
|
| 2,948 |
|
| 3,343 |
|
| 4,399 |
|
Earnings per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
| $ | 0.35 |
| $ | 0.44 |
| $ | 0.49 |
| $ | 0.64 |
|
Diluted |
| $ | 0.34 |
| $ | 0.42 |
| $ | 0.48 |
| $ | 0.61 |
|
| (in thousands, except per share amounts) | FOR THE QUARTER ENDED | |||||||||||||||
| September 30 | December 31 | March 31 | June 30 | |||||||||||||
| Fiscal 2016: | ||||||||||||||||
| Net sales | $ | 126,531 | $ | 125,410 | $ | 125,401 | $ | 122,764 | ||||||||
| Gross margin | 27,869 | 27,684 | 28,716 | 29,430 | ||||||||||||
| Litigation settlement reimbursements | — | 250 | 2,030 | — | ||||||||||||
| Net income (1) | 5,763 | 5,366 | 6,944 | 6,164 | ||||||||||||
| Earnings per share: | ||||||||||||||||
| Basic | $ | 0.77 | $ | 0.71 | $ | 0.91 | $ | 0.80 | ||||||||
| Diluted | $ | 0.75 | $ | 0.69 | $ | 0.89 | $ | 0.79 | ||||||||
| (in thousands, except per share amounts) | FOR THE QUARTER ENDED | |||||||||||||||
| September 30 | December 31 | March 31 | June 30 | |||||||||||||
| Fiscal 2015: | ||||||||||||||||
| Net sales | $ | 108,666 | $ | 114,386 | $ | 122,529 | $ | 121,323 | ||||||||
| Gross margin | 25,520 | 27,094 | 29,667 | 27,579 | ||||||||||||
| Litigation settlement reimbursements | — | — | 250 | — | ||||||||||||
| Net income | 4,878 | 4,685 | 6,956 | 5,780 | ||||||||||||
| Earnings per share: | ||||||||||||||||
| Basic | $ | 0.66 | $ | 0.63 | $ | 0.94 | $ | 0.77 | ||||||||
| Diluted | $ | 0.64 | $ | 0.61 | $ | 0.90 | $ | 0.74 | ||||||||
| (1) | The quarter ended June 30, 2016 reflects a change in the measurement of uncertain tax positions of $1.0 million (before tax). For more information, see Note 7. |
| 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, 2013.2016.
Changes in internal control over financial reporting – During the fiscal quarter ended June 30, 2013,2016, 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, 2013.2016. 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 (1992)(2013). Based on those criteria, management concluded that the internal control over financial reporting is effective as of June 30, 2013.2016. The effectiveness of the Company’s internal control over financial reporting as of June 30, 2013,2016, 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 20132016 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,” “Corporate Governance – Code of Ethics” 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.
| Executive Compensation |
The information contained in the Company’s 20132016 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.
Item12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
The information contained in the Company’s 20132016 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 |
The information contained under the sections “Interest of Management and Others in Certain Transactions”“Related Party Transaction Policy” and “Corporate Governance – Board of Directors” in the Company’s 20132016 definitive proxy statement to be filed with the Securities and Exchange Commission is incorporated herein by reference.
Item 14. | Principal Accountant Fees and Services |
The information contained in the Company’s 20132016 definitive proxy statement to be filed with the Securities and Exchange Commission under the sections captioned “Independent Registered Public Accounting Firm” is incorporated herein by reference.
PART IV
Item15. | 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, | ||
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
For the Years Ended June 30, 2013, 20122016, 2015 and 20112014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands) |
| Balance at |
| (Additions) Reductions to Income |
| Additions to (Deductions from) |
| Balance at |
| ||||
Accounts Receivable Allowances: |
|
|
|
|
|
|
|
|
|
|
|
|
|
2013 |
| $ | 1,910 |
| $ | (215 | ) | $ | (135 | ) | $ | 1,560 |
|
2012 |
| $ | 2,000 |
| $ | (150 | ) | $ | 60 |
| $ | 1,910 |
|
2011 |
| $ | 2,020 |
| $ | 870 |
| $ | (890 | ) | $ | 2,000 |
|
(in thousands) | Balance at Beginning of Year | (Additions) Reductions to Income | Deductions from Reserves |
Balance at End | ||||||||||||
| Accounts Receivable Allowances: | ||||||||||||||||
| 2016 | 1,400 | (10 | ) | (90 | ) | 1,300 | ||||||||||
| 2015 | 1,370 | 72 | (42 | ) | 1,400 | |||||||||||
| 2014 | 1,560 | 6 | (196 | ) | 1,370 | |||||||||||
Other schedules are omitted because they are not required or are not applicable or because the required information is included in the financial statements.
| 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. | |||
3.1 | Amended and Restated Articles of Incorporation of the Company (incorporated by reference to Form 8-K, as filed with the Securities and Exchange Commission on December 8, 2010). | ||
3.2 | Amended and Restated Bylaws of the Company (incorporated by reference to Form 8-K, as filed with the Securities and Exchange Commission on December 8, 2010). | ||
10.1 |
| ||
|
| ||
| 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). * | ||
| 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). * | ||
| 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). * | ||
| 2002 Stock Option Plan (incorporated by reference to Appendix A from the 2002 Flexsteel definitive proxy statement). * | ||
|
| ||
| 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). * | ||
|
| ||
|
| ||
| 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). * | ||
| ||
| 10.7 | 2009 Stock Option Plan (incorporated by reference to Appendix A from the 2009 Flexsteel definitive proxy statement). * | |
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| |
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| |
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| |
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| |
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| |
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| |
| 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, | |
| 10.9 | 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). * | |
| 10.10 | 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). * | |
| 10.11 | 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). * | |
| 10.12 | 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). * | |
| 10.13 | 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).* | |
| 10.14 | 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). * | |
| 10.15 | 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). * | |
| 10.16 | 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). * | |
| 10.17 | 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). |
| Completion of Acquisition of Assets dated September 26, 2014 between Flexsteel Industries, Inc. and ELHC I, LLC. (incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on October 1, 2014). | |
| 10.19 | Credit Agreement dated June 30, 2016 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 1, 2016). | |
| 10.20 | Revolving Line of Credit Note dated June 30, 2016 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 1, 2016). | |
| 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 | FLEXSTEEL INDUSTRIES, INC. | |||
By: | /S/ Karel K. Czanderna | ||||
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 | /S/ Lynn J. Davis | ||
Lynn J. Davis | ||||
| ||||
Date: | August | /S/ Karel K. Czanderna | ||
| Karel K. Czanderna | |||
Director | ||||
Date: | August | /S/ Jeffrey T. Bertsch | ||
Jeffrey T. Bertsch | ||||
Director | ||||
Date: | August | /S/ Mary C. Bottie | ||
Mary C. Bottie | ||||
Director | ||||
Date: | August |
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| /S/ Thomas M. Levine | ||
Thomas M. Levine | ||||
Director | ||||
Date: | August |
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| /S/ Robert J. Maricich | ||
Robert J. Maricich | ||||
Director | ||||
Date: | August | /S/ Eric S. Rangen | ||
Eric S. Rangen | ||||
Director | ||||
Date: | August |
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| /S/ Nancy E. Uridil | ||
Nancy E. Uridil | ||||
Director |
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