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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
______________________________________
FORM
______________________________________
For the quarterly period ended
or
For the transition period from to
Commission file number
______________________________________
(Exact Name of Registrant as Specified in Its Charter)
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Incorporated in the State of | |
(State or other Jurisdiction of | (I.R.S. Identification No.) |
Incorporation or Organization) |
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(Address of Principal Executive Offices) (Zip Code)
(
(Registrant’s Telephone Number, Including Area Code)
______________________________________
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such a shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act (check one).
Large Accelerated Filer ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No
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Common Stock - $1.00 Par Value |
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Shares Outstanding as of April 28, | |
FLEXSTEEL INDUSTRIES, INC.
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED MARCH 31, 2022
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| Page |
Part I – Financial Information | ||
Item 1. | 3 | |
| Consolidated Balance Sheets as of March 31, 2022, and June 30, 2021 (Unaudited) | 3 |
| 4 | |
| 5 | |
| 6 | |
| 7 | |
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 14 |
Item 3. | 17 | |
Item 4. | 17 | |
Part II – Other Information | ||
Item 1A. | 18 | |
Item 2. | 18 | |
Item 6. | 18 | |
| 19 | |
PART I FINANCIAL INFORMATION
Item 1.Financial Statements
FLEXSTEEL INDUSTRIES, INC., AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(Amounts in thousands)
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| March 31, |
| June 30, | ||
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| 2022 |
| 2021 | ||
ASSETS |
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CURRENT ASSETS: |
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Cash and cash equivalents |
| $ | |
| $ | |
Trade receivables - less allowances: March 31, 2022, $ |
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Inventories |
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Other |
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Assets held for sale |
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Total current assets |
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NONCURRENT ASSETS: |
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Property, plant and equipment, net |
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Operating lease right-of-use assets |
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Other assets |
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TOTAL ASSETS |
| $ | |
| $ | |
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LIABILITIES AND SHAREHOLDERS EQUITY |
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CURRENT LIABILITIES: |
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Accounts payable - trade |
| $ | |
| $ | |
Current portion of operating lease liabilities |
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Accrued liabilities: |
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Payroll and related items |
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Insurance |
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Restructuring costs |
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Advertising |
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Environmental remediation |
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Other |
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Total current liabilities |
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LONG-TERM LIABILITIES: |
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Operating lease liabilities, less current maturities |
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Lines of credit |
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Other liabilities |
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Total liabilities |
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SHAREHOLDERS EQUITY: |
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Common stock - $ |
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Additional paid-in capital |
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Treasury stock, at cost; |
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Retained earnings |
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Total shareholders equity |
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TOTAL LIABILITIES AND SHAREHOLDERS EQUITY |
| $ | |
| $ | |
See accompanying Notes to Consolidated Financial Statements (Unaudited).
FLEXSTEEL INDUSTRIES, INC., AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
(Amounts in thousands, except per share data)
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| Three Months Ended |
| Nine Months Ended | ||||||||
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| March 31, |
| March 31, | ||||||||
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| 2022 |
| 2021 |
| 2022 |
| 2021 | ||||
Net sales |
| $ | |
| $ | |
| $ | |
| $ | |
Cost of goods sold |
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Gross margin |
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Selling, general and administrative expenses |
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Restructuring (income) expense |
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(Gain) on disposal of assets due to restructuring |
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Operating income |
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Interest expense |
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Other (income) |
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Income before income taxes |
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Income tax provision |
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Net income |
| $ | |
| $ | |
| $ | |
| $ | |
Weighted average number of common shares outstanding: |
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Basic |
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Diluted |
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Earnings per share of common stock: |
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Basic |
| $ | |
| $ | |
| $ | |
| $ | |
Diluted |
| $ | |
| $ | |
| $ | |
| $ | |
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See accompanying Notes to Consolidated Financial Statements (Unaudited).
FLEXSTEEL INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (UNAUDITED)
(Amounts in thousands)
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| Nine Months Ended March 31, 2022 | |||||||||||||
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| Total Par |
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| Value of |
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| Common |
| Paid-In |
| Treasury |
| Retained |
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| Shares ($ |
| Capital |
| Stock |
| Earnings |
| Total | |||||
Balance on June 30, 2021 |
| $ | |
| $ | |
| $ | ( |
| $ | |
| $ | |
Stock-based compensation |
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Vesting of restricted stock units and restricted shares |
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Treasury stock purchases |
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Cash dividends declared |
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Net income |
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Balance on September 30, 2021 |
| $ | |
| $ | |
| $ | ( |
| $ | |
| $ | |
Stock-based compensation |
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Vesting of restricted stock units and restricted shares |
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Stock options exercised |
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Treasury stock purchases |
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Cash dividends declared |
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Net (loss) |
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Balance on December 31, 2021 |
| $ | |
| $ | |
| $ | ( |
| $ | |
| $ | |
Stock-based compensation |
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Treasury stock purchases |
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| ( |
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Cash dividends declared |
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Net income |
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Balance on March 31, 2022 |
| $ | |
| $ | |
| $ | ( |
| $ | |
| $ | |
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| Nine Months Ended March 31, 2021 | |||||||||||||
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| Total Par |
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| Value of |
| Additional |
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| Common |
| Paid-In |
| Treasury |
| Retained |
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| Shares ($ |
| Capital |
| Stock |
| Earnings |
| Total | |||||
Balance at June 30, 2020 |
| $ | |
| $ | |
| $ | ( |
| $ | |
| $ | |
Stock-based compensation |
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Vesting of restricted stock units and restricted shares |
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Treasury stock purchases |
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Cash dividends declared |
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Net income |
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Balance at September 30, 2020 |
| $ | |
| $ | |
| $ | ( |
| $ | |
| $ | |
Stock-based compensation |
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Stock options exercised |
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Treasury stock purchases |
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Cash dividends declared |
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Net income |
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Balance at December 31, 2020 |
| $ | |
| $ | |
| $ | ( |
| $ | |
| $ | |
Stock-based compensation |
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Vesting of restricted stock units and restricted shares |
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| ( |
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Treasury stock purchases |
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Cash dividends declared |
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Net income |
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Balance at March 31, 2021 |
| $ | |
| $ | |
| $ | ( |
| $ | |
| $ | |
See accompanying Notes to Consolidated Financial Statements (Unaudited).
FLEXSTEEL INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(Amounts in thousands)
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| Nine Months Ended | ||||
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| March 31, | ||||
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| 2022 |
| 2021 | ||
OPERATING ACTIVITIES: |
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Net income |
| $ | |
| $ | |
Adjustments to reconcile net income to net cash (used in) provided by operating activities: |
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Depreciation |
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Deferred income taxes |
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Stock-based compensation expense |
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Change in provision for losses on accounts receivable |
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Change in reserve for VAT receivable |
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(Gain) on disposal of assets |
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Changes in operating assets and liabilities: |
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Trade receivables |
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Inventories |
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| ( |
Other current assets |
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Other assets |
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Accounts payable - trade |
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Accrued liabilities |
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Other long-term liabilities |
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Net cash (used in) operating activities |
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INVESTING ACTIVITIES: |
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Purchases of investments |
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Proceeds from sales of investments |
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Proceeds from the sale of capital assets |
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Capital expenditures |
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Net cash (used in) provided by investing activities |
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FINANCING ACTIVITIES: |
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Dividends paid |
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Treasury stock purchases |
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Proceeds from lines of credit |
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Payments on lines of credit |
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Proceeds from issuance of common stock |
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Shares withheld for tax payments on vested restricted shares |
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Net cash provided by (used in) financing activities |
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Increase (decrease) in cash and cash equivalents |
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Cash and cash equivalents at beginning of the period |
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Cash and cash equivalents at end of the period |
| $ | |
| $ | |
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SUPPLEMENTAL INFORMATION |
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Cash paid for amounts included in lease liabilities |
| $ | |
| $ | |
Right-of-use assets exchanged for lease liabilities |
| $ | |
| $ | |
Interest paid |
| $ | |
| $ | — |
Income taxes (refunded), net |
| $ | ( |
| $ | ( |
Capital expenditures in accounts payable |
| $ | |
| $ | |
See accompanying Notes to Consolidated Financial Statements (Unaudited).
FLEXSTEEL INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE PERIOD ENDED MARCH 31, 2022
Statements in the Company’s Annual Report on Form 10-K for the year ended June 30, 2021, appropriately represent, in all material respects, the current status of accounting policies and are incorporated by reference.
A comparison of inventories is as follows:
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| March 31, |
| June 30, | ||
(in thousands) |
| 2022 |
| 2021 | ||
Raw materials |
| $ | |
| $ | |
Work in process and finished parts |
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Finished goods |
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Total |
| $ | |
| $ | |
During the fiscal year 2020, the Company committed to a plan to sell assets located at the Company’s Mississippi location as part of the Company’s restructuring plan, see Note 5 Restructuring. A summary of the assets held for sale as of March 31, 2022, is included in the table below.
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| Accumulated |
| Net Book | ||
Location | Asset Category |
| Cost |
| Depreciation |
| Value | |||
(in thousands) |
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Starkville, Mississippi | Building building improvements |
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| Land land improvements |
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| Total Starkville |
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| Total assets held for sale |
| $ | |
| $ | ( |
| $ | |
The Company accounts for its leases in accordance with ASU No. 2016-02, Leases (Topic 842) (“ASC 842”). ASC 842 requires lessees to (i) recognize a right-of-use asset (“ROU asset”) and a lease liability that is measured at the present value of the remaining lease payments on the Consolidated Balance Sheets, (ii) recognize a single lease cost, calculated over the lease term on a straight-line basis and (iii) classify lease-related cash payments within operating and financing activities. The Company has made an accounting policy election to not recognize short-term leases on the Consolidated Balance Sheets and all non-lease components, such as common area maintenance, were excluded. At any given time during the lease term, the lease liability represents the present value of the remaining lease payments, and the ROU asset is measured as the amount of the lease liability, adjusted for pre-paid rent, unamortized initial direct costs, and the remaining balance of lease incentives received. Both the lease ROU asset and liability are reduced to zero at the end of the lease term.
The Company leases distribution centers and warehouses, manufacturing facilities, showrooms, and office space. At the lease inception date, the Company determines if an arrangement is, or contains a lease. Some of the Company’s leases include options to renew at similar terms. The Company assesses these options to determine if the Company is reasonably certain of exercising these options based on relevant economic and financial factors. Options that meet these criteria are included in the lease term at the lease commencement date.
On August 20, 2021, Flexsteel entered into a lease agreement for the construction of a
On September 28, 2021, Flexsteel entered into a warehousing agreement, a component of which meets the definition of a lease under ASC 842. The lease component includes a
For purposes of measuring the Company’s ROU asset and lease liability, the discount rate utilized by the Company was based on the average interest rates effective for the Company’s line of credit. Some of the Company’s leases contain variable rent payments, including common area maintenance and utilities. Due to the variable nature of these costs, they are not included in the measurement of the ROU asset and lease liability.
The components of the Company’s leases reflected on the Company’s Consolidated Statements of Income were as follows:
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| Three Months Ended |
| Nine Months Ended | ||||||||
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| March 31, |
| March 31, | ||||||||
(in thousands) |
| 2022 |
| 2021 |
| 2022 |
| 2021 | ||||
Operating lease expense |
| $ | |
| $ | |
| $ | |
| $ | |
Variable lease expense |
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Total lease expense |
| $ | |
| $ | |
| $ | |
| $ | |
Other information related to leases and future minimum lease payments under non-cancellable operating leases were as follows:
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| Nine Months Ended | ||||
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| March 31, 2022 |
| March 31, 2021 | ||
(in thousands) |
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Cash paid for amounts included in the measurement of lease liabilities: |
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Operating cash flows from operating leases |
| $ | |
| $ | |
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Right-of-use assets obtained in exchange for lease liabilities: |
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Operating leases |
| $ | |
| $ | |
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Weighted-average remaining lease term (in years): |
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Operating leases |
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Weighted-average discount rate: |
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Operating leases |
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Future minimum lease payments under non-cancellable operating leases were as follows:
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| Nine Months Ended | ||||
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| March 31, 2022 |
| March 31, 2021 | ||
(in thousands) |
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Within one year |
| $ | |
| $ | |
After one year and within two years |
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After two years and within three years |
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After three years and within four years |
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After four years and within five years |
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After five years |
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Total future minimum lease payments |
| $ | |
| $ | |
Less – Discount |
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| |
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| |
Lease liability |
| $ | |
| $ | |
On May 15, 2019, the Company announced its plans to exit the Commercial Office and custom-designed Hospitality product lines. The changes were initial outcomes driven by customer and product line profitability and footprint utilization analyses in the fourth quarter of fiscal 2019.
On June 18, 2019, the Company announced it completed the analysis and planning process and set forth the comprehensive transformation program to be executed over a period, which included the previously announced restructuring activities on May 15, 2019. The transformation program included activities such as business simplification, process improvement, exiting of non-core businesses, facility closures, and reductions in the workforce. The Company has substantially completed the portion of the restructuring activities related to the exit of the Commercial Office and custom-designed Hospitality product lines.
On April 28, 2020, the Company announced the exit of Vehicle Seating, and the remainder of the Hospitality product lines, and subsequently closed its Dubuque, Iowa and Starkville, Mississippi manufacturing facilities. The remaining properties listed for sale as part of the footprint optimization are included in Note 3, Assets Held for Sale. The Company substantially completed the restructuring activities related to the exit of Vehicle Seating and the remainder of the Hospitality product lines during fiscal 2021.
As a result of these planned actions, which will be complete in the fiscal year ending June 30, 2022, the Company anticipates incurring pre-tax restructuring and related expenses of approximately $
The following is a summary of restructuring costs:
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| Three Months Ended |
| Nine Months Ended | ||||||||
(in thousands) |
| March 31, 2022 |
| March 31, 2021 |
| March 31, 2022 |
| March 31, 2021 | ||||
Inventory impairment |
| $ | — |
| $ | — |
| $ | — |
| $ | |
One-time employee termination benefits |
|
| ( |
|
| — |
|
| ( |
|
| |
Other associated costs |
|
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| |
|
| |
|
| | |
Total restructuring and related expenses |
| $ | ( |
| $ | |
| $ | |
| $ | |
Reported as: |
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|
|
|
Cost of goods sold |
| $ | — |
| $ | — |
| $ | — |
| $ | |
Operating expenses |
| $ | ( |
| $ | |
| $ | |
| $ | |
One-time employee termination benefits include costs for employee separation benefits. During the quarter ended March 31, 2022, the Company recorded a decrease in a pension plan liability that resulted in an expense reduction of $
The roll-forward of the accrued restructuring costs is as follows:
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| One-time |
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| ||
|
| Employee |
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| Other |
|
| |||
|
| Termination |
|
| Associated |
|
| |||
(in thousands) |
| Benefits |
|
| Costs |
| Total | |||
Accrual balance on June 30, 2021 |
| $ | |
|
| $ | |
| $ | |
(Income) costs incurred |
|
| ( |
|
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| |
|
| |
Expenses reimbursed (paid) |
|
| |
|
|
| ( |
|
| |
Accrual balance on March 31, 2022 |
| $ | |
|
| $ | |
| $ | |
On August 28, 2020, the Company entered a secured $
On September 8, 2021, the Company, as the borrower, entered into a credit agreement (the “Credit Agreement”) with Wells Fargo Bank, National Association (the “Lender”), and the other lender’s party thereto. The Credit Agreement has a term and provides for up to an $
As of March 31, 2022, there was $
Letters of credit outstanding at Wells Fargo Bank N.A. (“Wells”) as of March 31, 2022, totaled $
The provision for income taxes for the interim periods is based on an estimate of the Company’s annual effective tax rate adjusted to reflect the impact of discrete items. Management judgment is required in projecting ordinary income to estimate the Company’s annual
effective tax rate. The Company’s effective tax rate for the quarters ended March 31, 2022, and March 31, 2021, were
The Company accounts for its stock-based compensation plans in accordance with ASC 718, Stock Compensation, which requires the Company to measure all share-based payments at grant date fair value and recognize the cost over the requisite service period. Restricted shares and restricted stock units (“RSUs”) generally vest over
The following table is a summary of total stock-based compensation expenses for the three and nine months ended March 31, 2022.
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| Three Months Ended |
| Nine Months Ended | ||||||||
|
| March 31, |
| March 31, | ||||||||
(in thousands) |
| 2022 |
| 2021 |
| 2022 |
| 2021 | ||||
Total stock-based compensation expense |
| $ | ( |
| $ | |
| $ | |
| $ | |
The Company has
(1) Long-Term Incentive Compensation Plan (“LTIP”)
The LTIP provides for performance stock units (“PSUs”) to be awarded to officers and key employees based on performance goals set by the Compensation Committee of the Board of Directors (the “Committee”). For awards under the LTIP for the three years ending June 30, 2022, 2023, and 2024, participants may earn one-third of the award in each of the three years based on meeting performance goals for that year. The Committee selected Adjusted Earnings Before Interest and Tax with a defined percentage growth in fiscal years 2022, 2023, and 2024 as the performance metric. In conjunction with each grant of PSUs, the Committee grants RSUs under the 2013 Omnibus Stock Plan that vest at the end of three years.
The table below sets forth, as of March 31, 2022, the number of unvested PSUs granted at the target performance level for the 2020-2022, 2021-2023, and 2022-2024 performance periods under the LTIP and the number of unvested RSUs granted in conjunction with the PSUs:
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| Time-Based Vest (RSUs) |
| Performance-Based Vest (PSUs) |
| Total | |||||||||
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| Weighted Average |
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| Weighted Average |
|
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| Weighted Average | |||
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| Fair Value |
|
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| Fair Value |
|
|
| Fair Value | |||
(shares in thousands) |
| Shares |
| Per Share |
| Shares |
| Per Share |
| Shares |
| Per Share | |||
Unvested as June 30, 2021 |
| |
| $ | |
| |
| $ | |
| |
| $ | |
Granted |
| |
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| |
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| |
| |
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Forfeited |
| ( |
|
| |
| ( |
|
| |
| ( |
|
| |
Unvested as of March 31, 2022 |
| |
| $ | |
| |
| $ | |
| |
| $ | |
Total unrecognized stock-based compensation related to the unvested PSUs at the target performance level and the related unvested RSUs was $
(2) 2013 Omnibus Stock Plan
The 2013 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.
Restricted shares and RSUs
A summary of the activity in the Company’s unvested restricted shares and unvested RSUs (not granted in conjunction with PSUs) during the nine months ended March 31, 2022, is as follows:
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| Weighted Average | |
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| Shares |
| Fair Value | |
|
| (in thousands) |
| Per Share | |
Unvested as of June 20, 2021 |
| |
| $ | |
Granted |
| |
|
| |
Vested |
| ( |
|
| |
Forfeited |
| ( |
|
| |
Unvested as of March 31, 2022 |
| |
| $ | |
Total unrecognized stock-based compensation related to unvested restricted shares and unvested RSUs (not granted in conjunction with the PSUs) was $
Options
A summary of the activity of the Company’s stock option plans as of March 31, 2022, is presented below:
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| Weighted | |
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| Shares |
| Average | |
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| (in thousands) |
| Exercise Price | |
Outstanding at June 30, 2021 |
| |
| $ | |
Granted |
| — |
|
| — |
Exercised |
| ( |
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| |
Canceled |
| ( |
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| |
Outstanding at March 31, 2022 |
| |
| $ | |
The following table summarizes information for options outstanding at March 31, 2022:
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| Options |
| Weighted Average | |||
Range of |
| Outstanding |
| Remaining |
| Exercise | ||
Prices |
| (in thousands) |
| Life (Years) |
| Price | ||
$ | |
| |
| |
| $ | |
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| | |
$ | |
| |
| |
| $ | |
The total unrecognized stock-based compensation expense related to options was $
Stock-based compensation granted outside a plan
During the quarter ended June 30, 2020, the Company awarded its Chief Financial Officer/Chief Operating Officer
Basic earnings per share (EPS) of common stock are based on the weighted-average number of common shares outstanding during each period. Diluted earnings per share of common stock include the dilutive effect of potential common shares outstanding. The Company’s potential common shares outstanding are stock options, shares associated with the Long-Term Incentive Compensation Plan, and non-vested restricted stock units and restricted shares. The Company calculates the dilutive effect of outstanding options, restricted stock
units, and restricted shares using the treasury stock method. Anti-dilutive options are not included in the computation of diluted EPS when their exercise price is greater than the average closing market price of the common shares.
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| Three Months Ended |
| Nine Months Ended | ||||||||
|
| March 31, |
| March 31, | ||||||||
(in thousands) |
| 2022 |
| 2021 |
| 2022 |
| 2021 | ||||
Basic shares |
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Potential common shares: |
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Stock options |
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Non-vested restricted stock units and restricted shares |
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Diluted shares |
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Anti-dilutive shares |
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Cash dividends declared per common share were $
Environmental Matters – In March 2016, the Company received a General Notice Letter for the Lane Street Groundwater Superfund Site (the “Lane Street Site”) located in Elkhart, Indiana from the U.S. Environmental Protection Agency (EPA). In April 2016, the EPA issued their proposed clean-up plan for groundwater pollution and request for public comment. The Company responded to the request for public comment in May 2016. The EPA issued a Record of Decision selecting a remedy in August 2016 and estimated total costs to remediate of $
In April 2018, the EPA issued a Unilateral Administrative Order for Remedial Design and Remedial Action (the “Order”) against the Company. The Order was issued under Section 106(a) of the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA), 42 U.S.C. §9606(a). The Order directs the Company to perform remedial design and remedial action for the Lane Street Site. The Order was to be effective May 29, 2018. To ensure completion of the remediation work, the EPA required the Company to secure financial assurance in the initial amount of $
Other Proceedings – From time to time, the Company is subject to various other legal proceedings, including lawsuits, which arise out of, and are incidental to, the conduct of the Company’s business. The Company does not consider any of such other proceedings that are currently pending, individually or in the aggregate, to be material to its business or likely to result in a material effect on its consolidated operating results, financial condition, or cash flows.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
GENERAL
The following analysis of the results of operations and financial condition of the Company should be read in conjunction with the Consolidated Financial Statements and related notes included elsewhere in this quarterly report on Form 10-Q.
Statement Regarding the Impact of the COVID-19 Pandemic
The World Health Organization (“WHO”) on March 11, 2020, declared novel coronavirus 2019 (“COVID-19”) a global pandemic. During the three and nine months ended March 31, 2022, we saw improvement in our business conditions, however, we continued to see supply chain challenges faced by the furniture industry due to limited availability of ocean containers and significant increases in ocean container rates, limited availability and inflationary pressures in key materials, and labor shortages both in Asia and the United States. The COVID-19 pandemic remains fluid because of the evolution of COVID-19 variants, and the extent of the ongoing impact on our business may be significant, however, we are unable to predict the extent or nature of these impacts at this time.
CRITICAL ACCOUNTING POLICIES:
There have been no material changes to our critical accounting policies and estimates from the information provided in Item 7, Managements Discussion and Analysis of Financial Condition and Results of Operations, included in our 2021 annual report on Form 10-K.
Overview
The following table has been prepared as an aid in understanding the Company’s results of operations on a comparative basis for the three and nine months ended March 31, 2022, and 2021. The amounts presented are percentages of the Company’s net sales.
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| Three Months Ended |
| Nine Months Ended | ||||||||
|
| March 31, |
| March 31, | ||||||||
|
| 2022 |
| 2021 |
| 2022 |
| 2021 | ||||
Net sales |
| 100.0 | % |
| 100.0 | % |
| 100.0 | % |
| 100.0 | % |
Cost of goods sold |
| 84.3 |
|
| 80.5 |
|
| 86.9 |
|
| 79.5 |
|
Gross margin |
| 15.7 |
|
| 19.5 |
|
| 13.1 |
|
| 20.5 |
|
Selling, general and administrative expenses |
| 11.6 |
|
| 13.8 |
|
| 12.5 |
|
| 14.4 |
|
Restructuring (income) expense |
| (0.0) |
|
| 0.4 |
|
| 0.2 |
|
| 0.8 |
|
(Gain) on disposal of assets due to restructuring |
| — |
|
| — |
|
| (0.3) |
|
| (1.7) |
|
Operating income |
| 4.1 |
|
| 5.4 |
|
| 0.7 |
|
| 7.0 |
|
Interest expense |
| 0.1 |
|
| — |
|
| 0.1 |
|
| — |
|
Other (income) |
| (0.0) |
|
| (0.0) |
|
| (0.0) |
|
| (0.1) |
|
Income before income taxes |
| 4.0 |
|
| 5.4 |
|
| 0.6 |
|
| 7.1 |
|
Income tax provision |
| 0.2 |
|
| 1.3 |
|
| 0.1 |
|
| 2.1 |
|
Net income |
| 3.8 | % |
| 4.1 | % |
| 0.5 | % |
| 5.0 | % |
Results of Operations for the Quarter Ended March 31, 2022 vs. 2021
Net sales were $140.4 million for the quarter ended March 31, 2022, compared to net sales of $118.4 million in the prior year’s quarter, an increase of 18.6%. Sales of products sold through retailers grew by $22.9 million primarily driven by pricing and a strong order backlog at the start of the quarter. Sales of products sold through the e-commerce channels decreased by $0.9 million for the quarter ended March 31, 2022, as compared to the prior year’s quarter.
The retail backlog was $99 million for the quarter ended March 31, 2022, a decrease of 29.3% as compared to the $140 million retail backlogs in the prior-year quarter.
Gross margin as a percent of net sales for the quarter ended March 31, 2022, was 15.7%, compared to 19.5% for the prior-year quarter, a decrease of 380 basis points (“bps”). The 380-bps decrease was primarily due to a 160-bps decrease related to ancillary charges caused by domestic supply chain disruptions and higher per diem charges, a decrease of 130-bps related to capacity growth investments in a third additional manufacturing plant in Mexico, and a new distribution facility in Greencastle, PA., and a decrease of 90-bps primarily related to cost inflation for materials, labor, and transportation, partially offset by price realization.
Selling, general, and administrative (“SGA”) expenses were flat at $16.3 million in the quarter ended March 31, 2022, as compared to the same quarter of the fiscal year 2021. As a percentage of net sales, SGA was 11.6% in the third quarter of fiscal 2022 compared
to 13.8% of net sales in the prior-year quarter. The decrease of 220-bps is primarily due to a decrease of 90-bps in lower incentive compensation expenses, and a decrease of 130-bps due to volume and price leverage, leverage partially offset by capacity growth investments.
During the quarter ended March 31, 2022, we recorded $0.06 million of restructuring expense reduction primarily from a change in a previously recorded pension liability. See Note 5, Restructuring, of the Notes to Consolidated Financial Statements, included in this Quarterly Report on Form 10-Q for more information.
Income tax expense was $0.3 million, or an effective rate of 5.9%, and $1.5 million, or an effective rate of 23.9% during the quarter ended March 31, 2022, and March 31, 2021, respectively.
Net income was $5.3 million, or $0.82 per diluted share for the quarter ended March 31, 2022, compared to net income of $4.9 million, or $0.67 per diluted share in the prior-year quarter.
Results of Operations for the Nine Months Ended March 31, 2022 vs. 2021
Net sales were $419.8 million for the nine months ended March 31, 2022, compared to net sales of $342.8 million in the prior-year nine-month period, an increase of 22.5%. The increase in sales of $77.0 million was primarily driven by pricing and a strong order backlog at the beginning of the fiscal year. Sales of products sold through the e-commerce channels decreased by $4.0 million for the nine months ended March 31, 2022, compared to the prior year’s nine-month period.
Gross margin as a percent of net sales for the nine months ended March 31, 2022, was 13.1%, compared to 20.5% for the prior-year nine-month period, a decrease of 740-bps. The 740-bps decrease was primarily driven by a decrease of 600-bps due to ancillary charges caused by domestic supply chain disruptions and higher per diem charges, a decrease of 110-bps related to capacity growth investments in a third, additional manufacturing plant in Mexico, and a new distribution facility in Greencastle, PA., and a decrease of 30-bps primarily related to cost inflation for materials, labor, and transportation, partially offset by price realization.
Selling, general and administrative expenses increased by $3.3 million in the nine months ended March 31, 2022, compared to the prior-year nine-month period. As a percentage of net sales, SGA was 12.5% in the nine months ended March 31, 2022, compared to the prior-year nine-month period of 14.4%. The 190-bps decrease was primarily due to a decrease of 60-bps in lower incentive compensation expenses, a decrease of 300-bps due to volume and price leverage, and an increase of 170-bps for growth initiative investments.
Restructuring expenses were $0.7 million during the nine months ended March 31, 2022, primarily for former employee expenses and for ongoing utilities and maintenance costs for our facilities listed as held for sale. See Note 5, Restructuring, of the Notes to Consolidated Financial Statements, included in this Quarterly Report on Form 10-Q for more information.
During the nine months ended March 31, 2022, we completed the sale of one of our Harrison, Arkansas facilities, resulting in total net proceeds of $1.45 million, and a total gain of $1.4 million.
During the nine months ended March 31, 2021, we completed the sale of our Dubuque, Iowa, Lancaster, Pennsylvania, and one of our Harrison, Arkansas facilities, resulting in total net proceeds of $16.4 million, and a total gain of $5.9 million.
Income tax expense was $0.4 million, or an effective rate of 17.2%, during the nine months ended March 31, 2022, compared to income tax expense of $7.2 million in the prior-year nine-month period, or an effective tax rate of 29.4%.
Net income was $2.1 million, or $0.31 per diluted share for the nine months ended March 31, 2022, compared to net income of $17.2 million, or $2.28 per diluted share in the prior-year nine-month period.
Liquidity and Capital Resources
Working capital (current assets less current liabilities) on March 31, 2022, was $138.4 million compared to $128.8 million on June 30, 2021. The $9.6 million increase in working capital was due to an increase in cash of $2.1 million, a decrease in accounts payable of $28.5 million, and a decrease in other current liabilities of $0.1 million, partially offset by a decrease of $11.5 million in trade receivables, a decrease in inventory of $7.0 million, and a decrease of other current assets of $2.6 million. Capital expenditures were $2.9 million and are estimated to be in the range of $7 to $9 million for the fiscal year ending June 30, 2022.
A summary of operating, investing, and financing cash flow is shown in the following table:
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|
|
|
|
|
| Nine Months Ended | ||||
|
| March 31, | ||||
(in thousands) |
| 2022 |
| 2021 | ||
Net cash (used in) operating activities |
| $ | (3,909) |
| $ | (15,401) |
Net cash (used in) provided by investing activities |
|
| (930) |
|
| 16,569 |
Net cash provided by (used in) financing activities |
|
| 6,900 |
|
| (32,394) |
Increase (decrease) in cash and cash equivalents |
| $ | 2,061 |
| $ | (31,226) |
Net cash (used in) operating activities
For the nine months ended March 31, 2022, net cash used in operating activities was $3.9 million, which primarily consisted of net income of $2.1 million, adjusted for non-cash items including depreciation of $4.0 million, gain from the sale of capital assets of $1.9 million, stock-based compensation of $1.6 million, and provisions for losses of $0.2 million. Net cash used in operating assets and liabilities was $9.9 million and was primarily due to a decrease in accounts payable of $28.5 million, and a decrease in other liabilities of $1.6 million partially offset by a decrease in trade receivables of $11.2 million, a decrease in inventory of $7.0 million, and a decrease in other current assets of $2.0 million,
For the nine months ended March 31, 2021, net cash used in operating activities was $15.4 million, which primarily consisted of net income of $17.2 million, adjusted for non-cash items including, depreciation of $3.9 million, gain from the sale of capital assets of $5.9 million, change in deferred income taxes of $2.1 million, stock-based compensation of $2.8 million and bad debt expense of $1.3 million. Net cash used in operating assets and liabilities was $36.6 million. The cash used in operating assets and liabilities of $36.6 million, was primarily due to an increase in trade receivables of $13.3 million due to higher sales, an increase in inventory of $38.9 million due to inventory build for the fourth quarter, and beginning of fiscal 2022, partially offset by a decline in other current assets primarily due to receipt of an income tax refund of $10.4 million and increases in accounts payable of $4.1 million and accrued liabilities of $1.2 million.
Net cash (used in) provided by investing activities
For the nine months ended March 31, 2022, net cash used by investing activities was $0.9 million, primarily due to capital expenditures of $2.8 million partially offset by proceeds of $1.9 million for the sale of our Harrison, AR, facility, and the sale of our transportation fleet equipment.
For the nine months ended March 31, 2021, net cash provided by investing activities was $16.6 million, primarily due to proceeds of $18.5 million for the sale of our Dubuque, IA and Lancaster, PA, facilities and one of our Harrison, Arkansas facilities, partially offset by capital expenditures of $2.0 million.
Net cash provided by (used in) financing activities
For the nine months ended March 31, 2022, net cash provided by financing activities was $6.9 million, primarily due to proceeds from lines of credit of $148.6 million, offset by payments on lines of credit of $110.5 million, $27.9 million for treasury stock purchases, dividends paid of $3.1 million, and $0.2 million for tax payments on employee vested restricted shares netted with proceeds from the issuance of common stock.
For the nine months ended March 31, 2021, net cash used in financing activities was $32.4 million, primarily due to $28.5 million for treasury stock purchases, dividends paid of $2.6 million, and $1.3 million for tax payments on employee vested restricted shares.
Line of Credit
On September 8, 2021, the Company, as the borrower, entered into a credit agreement (the “Credit Agreement”) with Wells Fargo Bank, National Association (the “Lender”), and the other lenders party thereto. The Credit Agreement has a five-year term and provides for up to an $85 million revolving line of credit. Subject to certain conditions, the Credit Agreement also provides for the issuance of letters of credit in an aggregate amount up to $5 million which, upon issuance, would be deemed advances under the revolving line of credit. The Company’s $1.2 million letters of credit previously issued by the Lender are being treated as outstanding under the Credit Agreement. Proceeds of borrowings were used to refinance all indebtedness owed to Dubuque Bank Trust and for working capital purposes. The Company’s obligations under the Credit Agreement are secured by substantially all of its assets, excluding real property. Subject to certain conditions, borrowings under the Credit Agreement bear interest at LIBOR plus 1.25% or 1.50% per annum, or an effective interest rate of 1.70% on March 31, 2022. If LIBOR becomes unavailable, the replacement rate will be determined pursuant to the terms of the Credit Agreement. The Credit Agreement contains customary representations, warranties, and covenants, including a financial covenant to maintain a fixed coverage ratio of not less than 1.00:1.00. In addition, the Loan Agreement places restrictions on
the Company’s ability to incur additional indebtedness, to create liens or other encumbrances, to sell or otherwise dispose of assets, and to merge or consolidate with other entities.
As of March 31, 2022, there was $41.6 million outstanding under the Credit Agreement, exclusive of fees and letters of credit.
Letters of credit outstanding at Wells Fargo Bank N.A. (“Wells”) as of March 31, 2022, totaled $1.2 million.
Contractual Obligations
As of March 31, 2022, there have been no material changes to our contractual obligations presented in our Annual Report on Form 10-K for the year ended June 30, 2021.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
General – Market risk represents the risk of changes in the value of a financial instrument, derivative or non-derivative, caused by fluctuations in interest rates, foreign exchange rates, and equity prices. As discussed below, the management of the Company does not believe that changes in these factors could cause material fluctuations in the Company’s results of operations or cash flows. The ability to import furniture products can be adversely affected by political issues in the countries where suppliers are located, disruptions associated with shipping distances, and negotiations with port employees. Other risks related to furniture product importation include government imposition of regulations and/or quotas; duties, tariffs, 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, decrease sales, increase costs and decrease earnings.
Foreign Currency Risk – During the quarters ended March 31, 2022, and 2021, the Company did not have sales, but had purchases and other expenses denominated in foreign currencies. The market risk associated with currency exchange rates and prices is not considered significant.
Interest Rate Risk – The Company’s primary market risk exposure regarding financial instruments is changes in interest rates. On March 31, 2022, the Company had $41.6 million outstanding on its line of credit, exclusive of fees and letters of credit.
Item 4. Controls and Procedures
(a) Evaluation of disclosure controls and procedures. Based on their evaluation as of the end of the period covered by this Quarterly Report on Form 10-Q, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) were effective as of March 31, 2022.
(b) Changes in internal control over financial reporting. During the quarter ended March 31, 2022, there were no significant changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended) that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.
Cautionary Statement Relevant to Forward-Looking Information for “Safe Harbor” Provisions of the Private Securities Litigation Reform Act of 1995
The Company and its representatives may from time to time make written or oral forward-looking statements concerning long-term goals or anticipated results of the Company, including statements contained in the Company’s filings with the Securities and Exchange Commission and its reports to stockholders.
Statements, including those in this Quarterly Report on Form 10-Q, which are not historical or current facts, are “forward-looking statements” made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Certain important factors could cause our results to differ materially from those anticipated by some of the statements made herein. Investors are cautioned that all forward-looking statements involve risk and uncertainty. Some of the factors that could affect results are the cyclical nature of the furniture industry, supply chain disruptions, litigation, the effectiveness of new product introductions and distribution channels, the product mix of sales, pricing pressures, the cost of raw materials and fuel, retention and recruitment of key employees, actions by governments including laws, regulations, taxes and tariffs, inflation, the amount of sales generated and the profit margins thereon, competition (both U.S. and foreign), credit exposure with customers, participation in multi-employer pension plans, the impact of the COVID-19 pandemic and general economic conditions. For further information regarding these risks and uncertainties, see the “Risk Factors” section in Item 1A of our most recent Annual Report on Form 10-K.
The Company specifically declines to undertake any obligation to publicly revise any forward-looking statements that have been made to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.
PART II OTHER INFORMATION
Item 1A. Risk Factors
There has been no material change in the risk factors set forth under Part 1, Item 1A “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2021.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
On October 22, 2020, the Company’s Board of Directors authorized a $30 million share repurchase program (“October 2020 Plan”) through October 29, 2023. The Company completed the share repurchases of the October 22, 2020, plan in February, 2022. On January 20, 2022, the Board of Directors approved a new repurchase program authorizing the Company to purchase up to an additional $30 million of the Company’s common stock through January 19, 2025.
The following table summarizes the activity of the common stock repurchases made during the three months ended March 31, 2022.
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| Total Number |
| Average |
| Total Number |
| Approximate Dollar Value | ||
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| of Shares |
| Price Paid |
| of Shares Purchased |
| of Shares that May Yet | ||
Period |
| Purchased |
| per Share |
| as Part of Plans |
| Be Purchased | ||
January 1, 2022, to January 31, 2022 |
| 88,540 |
| $ | 26.31 |
| 936,097 |
| $ | 30,607,857 |
February 1, 2022, to February 28, 2022 |
| 24,989 |
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| 24.28 |
| 961,086 |
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| 30,000,000 |
March 1, 2022, to March 31, 2022 |
| 780,680 |
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| 18.76 |
| 1,741,766 |
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| 15,323,900 |
Three months ended March 31, 2022 (1) |
| 894,209 |
| $ | 19.66 |
| 1,741,766 |
| $ | 15,323,900 |
(1) Excludes 34,871 shares purchased with cash in March 2022, with trade settlements after March 31, 2022.
Item 6. Exhibits
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Exhibit No. |
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101.INS | XBRL Instance Document** |
101.SCH | XBRL Taxonomy Extension Schema Document |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document |
101.LAB | XBRL Taxonomy Extension Labels Linkbase Document |
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document |
104.Cover Page | Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
* | Filed herewith |
** | In accordance with Regulation S-T, the XBRL-related information in Exhibit 101 to this Quarterly Report on Form 10-Q shall be deemed to be “furnished” and not “filed.” |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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| FLEXSTEEL INDUSTRIES, INC. |
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Date: | April 29, 2022 | By: | /S/ Derek P. Schmidt |
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| Derek P. Schmidt |
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| Chief Financial Officer and Chief Operating Officer |
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| (Principal Financial Accounting Officer) |
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