8 unchanged sentences
No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the fiscal quarter ended June 30, 2022 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
−Removed: Other Information
−Removed: On September 8, 2021, the Company, as borrower, entered into a credit agreement (the “Credit Agreement”) with Wells Fargo Bank, National Association (the “Lender”) and the other lenders party thereto.
−Removed: The Credit Agreement has a five-year term and provides for up to a $85 million revolving line of credit.
−Removed: Subject to certain conditions, the Credit Agreement also provides for the issuance of letters of credit in an aggregate amount up to $5,000,000 which, upon issuance, would be deemed advances under the revolving line of credit.
−Removed: The Company’s $1.2 million of letters of credit previously issued by Lender will be treated as outstanding under the Credit Agreement.
−Removed: Proceeds of borrowings shall be used to refinance all indebtedness owing to Dubuque Bank & Trust and for working capital purposes.
−Removed: The Company’s obligations under the Credit Agreement are secured by substantially all of its assets, excluding real property.
−Removed: Subject to certain conditions, borrowings under the Credit Agreement bear interest at 1.25% or 1.50% per annum plus LIBOR.
−Removed: If LIBOR becomes unavailable, the replacement rate will be determined pursuant to the terms of the Credit Agreement.
−Removed: 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.
−Removed: 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.
−Removed: The full terms and conditions of this financing are set forth in the Credit Agreement.
−Removed: A copy of the Credit Agreement is filed as Exhibit 10.22 hereto and is incorporated by reference herein.
+Added: Othe r Information
Directors, Executive Officers, and Corporate Governance
23 unchanged sentences
VAT Allowances:
−Removed: (1) The beginning balance was adjusted by $ 0.8 million for the adoption of Revenue Recognition ASU 2014-9.
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.
−Removed: September 8, 2021
+Added: August 26, 2022
FLEXSTEEL INDUSTRIES, INC.
3 unchanged sentences
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.
−Removed: September 8, 2021
+Added: August 26, 2022
/S/ Jerald K.
1 unchanged sentence
(Principal Executive Officer)
−Removed: September 8, 2021
−Removed: Chief Financial Officer and Chief Operating Officer
−Removed: (Principal Financial Accounting Officer)
−Removed: September 8, 2021
+Added: August 26, 2022
+Added: Alejandro Huerta
+Added: Alejandro Huerta
+Added: Chief Financial Officer
+Added: (Principal Financial Officer and Principal Accounting Officer)
+Added: August 26, 2022
/S/ Thomas M.
Chair of the Board of Directors
−Removed: September 8, 2021
−Removed: September 8, 2021
+Added: August 26, 2022
+Added: August 26, 2022
/S/ William S.
−Removed: September 8, 2021
+Added: August 26, 2022
/S/ Matthew A.
−Removed: September 8, 2021
−Removed: September 8, 2021
+Added: August 26, 2022
+Added: August 26, 2022
/S/ Kathryn P.
+Added: August 26, 2022
+Added: Scott Culbreth
+Added: Scott Culbreth
Exhibit Index
4 unchanged sentences
2009 Stock Option Plan (incorporated by reference to Appendix A from the 2009 Flexsteel definitive proxy statement).
−Removed: Form of Notification of Award for the Cash Incentive Compensation Plan.
−Removed: Form of Notification of Award for the Long-Term Incentive Compensation Plan.* †
−Removed: Form of Notification of Award for incentive stock options issued under the Omnibus Stock Plan.* †
+Added: Form of Notification of Award for the Cash Incentive Compensation Plan (incorporated by reference to Form 10-K filed with the Securities and Exchange Commission on September 8, 2021).
+Added: Form of Notification of Award for the Long-Term Incentive Compensation Plan (incorporated by reference to Form 10-K filed with the Securities and Exchange Commission on September 8, 2021).
+Added: Form of Notification of Award for incentive stock options issued under the Omnibus Stock Plan (incorporated by reference to Form 10-K filed with the Securities and Exchange Commission on September 8, 2021).
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).
−Removed: Form of Notification of Award for restricted stock units issued under the Omnibus Stock Plan.* †
+Added: Form of Notification of Award for restricted stock units issued under the Omnibus Stock Plan (incorporated by reference to Form 10-K filed with the Securities and Exchange Commission on September 8, 2021).
Long-Term Incentive Compensation Plan, dated July 1, 2013 (incorporated by reference to Appendix B to the Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on October 28, 2013).
−Removed: Form of Notification of Non-Statutory Stock Option Award * †
+Added: Form of Notification of Non-Statutory Stock Option Award (incorporated by reference to Form 10-K filed with the Securities and Exchange Commission on September 8, 2021).
Amended and Restated Omnibus Stock Plan (incorporated by Reference to the Form 8-K filed with the Securities and Exchange Commission on December 15, 2020).
−Removed: Form of Notification of Restricted Stock Award.
+Added: Form of Notification of Restricted Stock Award (incorporated by reference to Form 10-K filed with the Securities and Exchange Commission on September 8, 2021).
Severance Plan for Management Employees dated October 25, 2018, including Form of Participation Agreement (incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on November 2, 2018).
20 unchanged sentences
Credit Agreement between Flexsteel Industries, Inc.
−Removed: and Wells Fargo Bank, National Association, dated September 8, 2021.
+Added: and Wells Fargo Bank, National Association, dated September 8, 2021 (incorporated by reference to Form 10-K filed with the Securities and Exchange Commission on September 8, 2021).
+Added: First Amendment to the Credit Agreement between Flexsteel Industries, Inc.
+Added: and Wells Fargo Bank, National Association, dated April 22, 2022.
+Added: Letter Agreement dated May 6, 2022 by and between Flexsteel Industries, Inc.
+Added: and Alejandro Huerta (incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on May 24, 2022).
Subsidiaries of the Company.
16 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.