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FLEXSTEEL INDUSTRIES INC - 10-K - Management's Discussion and Analysis of Financial Condition and Results of Operations

August 28, 2014

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.

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- 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. 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, 2014, 2013 and 2012. Amounts presented are percentages of the Company's net sales. FOR THE YEARS ENDED JUNE 30, 2014 2013 2012 Net sales 100.0 % 100.0 % 100.0 % Cost of goods sold (77.1 ) (76.6 ) (75.8 ) Gross margin 22.9 23.4 24.2 Selling, general and administrative (16.4 ) (18.2 ) (18.4 ) Litigation settlement costs (1.4 ) - - Operating income 5.1 5.2 5.8 Interest and other income 0.3 0.2 0.1 Income before income taxes 5.4 5.4 5.9 Income tax provision (2.0 ) (2.0 ) (2.2 ) Net income 3.4 % 3.4 % 3.7 % 9



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Fiscal 2014 Compared to Fiscal 2013



Net sales for fiscal 2014 were $438.5 million compared to $386.2 million in the prior fiscal year, an increase of 13.6%. For the fiscal year ended June 30, 2014, residential net sales were $359.6 million compared to $311.2 million for the year ended June 30, 2013, an increase of 15.5%. The residential net sales increase of $48.3 million for the year ended June 30, 2014 resulted from capturing demand for upholstered and ready-to-assemble products. Commercial net sales were $79.0 million for the year ended June 30, 2014, an increase of 5.3% from net sales of $75.0 million for the year ended June 30, 2013.

Gross margin for the fiscal year ended June 30, 2014 was 22.9% compared to 23.4% for the prior fiscal year. The decrease in the current fiscal year was primarily due to price discounting on certain case goods to address changing customer requirements.

Selling, general and administrative expenses (SG&A) for the fiscal year ended June 30, 2014 were 16.4% of net sales compared to 18.2% in the prior fiscal year. The Company incurred approximately $2.1 million of legal defense costs during the current fiscal year which has been recorded in SG&A expense. The Company received reimbursements of legal defense costs of approximately $2.8 million from insurers which has been reflected as a reduction of legal expenses in SG&A expenses for the current fiscal year. The prior fiscal year included $2.3 million in legal defense costs.

In December 2013, the Company entered into an agreement to settle the Indiana civil litigation in order to eliminate the ongoing costs and distraction of the litigation. In February 2014, the Company contributed $6.25 million to the settlement as part of an agreement. In reaching the agreement, the Company did not admit any wrongdoing and believes that it did not cause or contribute to the contamination at issue. This amount is recorded as litigation settlement costs in the consolidated statements of income.

The effective tax rate was 37% for fiscal years ended June 30, 2014 and 2013.

The fiscal year 2014 net income increased $1.8 million to $15.0 million, the highest ever reported for the Company. The number of diluted shares increased during fiscal 2014 due to additional shares outstanding and the impact of more dilutive stock options at June 30, 2014 based on the Company's higher stock trading price, resulting in the Company reporting diluted earnings per share of $2.00 for fiscal year 2014 versus $1.80 for fiscal year 2013. All earnings per share amounts are on a diluted basis.

Fiscal 2013 Compared to Fiscal 2012



Net sales for fiscal 2013 were $386.2 million compared to $352.1 million in the prior fiscal year, an increase of 10%. For the fiscal year ended June 30, 2013, residential net sales were $311.2 million compared to $275.4 million for the year ended June 30, 2012, an increase of 13.0%. 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 million for the year ended June 30, 2013, a decrease of 2.2% from net sales of $76.7 million for the year ended June 30, 2012.

Gross margin for the fiscal year ended June 30, 2013 was 23.4% compared to 24.2% for the prior fiscal year. During fiscal year 2013 the Company's expenses related to workers compensation and health insurance programs were approximately $1.5 million higher than in fiscal 2012, impacting gross margin by 0.4%.

Selling, general and administrative expenses for the fiscal year ended June 30, 2013 were 18.2% of net sales compared to 18.4% in the prior fiscal year. Fiscal year 2013 includes executive transition costs of $1.3 million or 0.4% of net sales.

The effective tax rate for the fiscal year ended June 30, 2013 was 37.0% compared to 36.8% for fiscal year 2012. The change in 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, and the limitation on executive compensation deduction.

The fiscal year 2013 net income increased $0.1 million to $13.2 million. The number of diluted shares increased during fiscal 2013 due to additional shares outstanding and the impact of the Company's higher stock trading price on outstanding options, resulting in the Company reporting diluted earnings per share of $1.80 for fiscal year 2013 versus $1.86 for fiscal year 2012.

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Liquidity and Capital Resources



Working capital (current assets less current liabilities) at June 30, 2014 was $128.6 million as compared to $113.7 million at June 30, 2013. Significant changes in working capital during fiscal year 2014 included increases in cash of $11.2 million, inventories of $5.5 million and accounts receivable of $2.5 million. The higher inventory levels support anticipated increased sales volume in upholstered and ready-to-assemble product categories.

The Company's main source of liquidity is cash and cash flows from operations. As of June 30, 2014 and 2013, the Company had cash totaling $22.2 million and $10.9 million, respectively. The Company maintains a credit agreement which provides short-term working capital financing up to $25.0 million with interest of LIBOR plus 1%, including up to $4.0 million of letters of credit. Letters of credit outstanding at June 30, 2014 totaled $2.7 million, leaving borrowing availability of $22.3 million. The Company did not utilize any borrowing availability under the credit facility during the year other than the aforementioned letters of credit. The credit agreement expires June 30, 2016. At June 30, 2014, the Company was in compliance with all of the financial covenants contained in the credit agreement.

An officer of the Company is a director at a bank where the Company maintains an unsecured $8.0 million line of credit, with interest at prime minus 2%, and where its routine banking transactions are processed. The Company did not utilize any borrowing availability during the year and no amount was outstanding on the line of credit at June 30, 2014. In addition, the supplemental retirement plans assets, held in a Rabbi Trust, of $3.8 million are administered by this bank's trust department. The Company receives no special services or pricing on the services performed by the bank due to the directorship of this officer.

Cash increased by $11.2 million during fiscal year 2014 with net cash provided by operating activities of $16.2 million driven primarily by net income of $15.0 million and proceeds received from stock option exercises of $2.4 million, partially offset by capital expenditures of $4.2 million and payment of dividends of $4.3 million.

Net cash provided by operating activities was $16.2 million and $5.9 million in fiscal year 2014 and 2013, respectively. Net income of $15.0 million was the primary driver of net cash provided by operating activities in fiscal year 2014 and reflects the cash paid for litigation settlement costs. The Company had net income of $13.2 million that included $4.9 million in non-cash charges in fiscal year 2013 and was offset by cash utilized for operating assets and liabilities of $12.2 million.

Net cash used in investing activities was $4.4 million and $6.0 million in fiscal years 2014 and 2013, respectively. Capital expenditures were $4.2 million and $6.2 million during fiscal years 2014 and 2013, respectively.

Net cash used in financing activities was $0.6 million and $2.9 million in fiscal years 2014 and 2013, respectively, primarily for the payment of dividends of $4.3 million and $4.2 million, partially offset by proceeds from issuance of common stock of $2.4 million and $1.1 million and excess tax benefit from stock-based payment arrangements of $1.4 million and $ 0.2 million in fiscal years 2014 and 2013, respectively.

The Company expects that capital expenditures for fiscal year 2015 will include approximately $35-$40 million for purchasing and equipping a Midwest Distribution Center and $6.0 million for other operating capital primarily for delivery and manufacturing equipment and information technology infrastructure. 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 2015. 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, 2014, the Company has no long-term debt obligations and therefore, no contractual interest payments are included in the table below. The following table summarizes the Company's contractual obligations at June 30, 2014 and the effect these obligations are expected to have on the Company's liquidity and cash flow in the future (in thousands):

2 - 3 4 - 5 More than Total 1 Year Years Years 5 Years



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

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, 2014, 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.

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Financing Arrangements



See Note 6 to the consolidated financial statements of this Annual Report on Form 10-K.

Outlook



Due to existing strong order backlog and positive order trends the Company expects top line growth will continue into fiscal year 2015. Growth is expected from existing customers and products, and through expanding our product portfolio and customer base. The Company believes this growth will be led by increased demand for upholstered and ready-to-assemble products. The Company is confident in its ability to take advantage of market opportunities.

The Company has started two multi-year initiatives designed to enhance customer experience and increase shareholder value. In anticipation of future growth we are implementing a logistics strategy, and are assessing our business information requirements. Consistent with the logistics strategy and subject to closing, the Company will be investing $35-$40 million to purchase and equip a Midwest distribution center. We are still in the preliminary stages of the business information system assessment. The timing and level of additional investment required for these initiatives will be evaluated as the projects progress. Other operating capital expenditures are estimated at $6.0 million for fiscal 2015. The Company believes it has adequate working capital, ability to generate cash flow and borrowing capabilities to execute the two multi-year initiatives.

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


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Source: Edgar Glimpses


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