Date of report (Date of earliest event reported:)
|
May 12, 2015
|
Tandy Leather Factory, Inc.
|
(Exact Name of Registrant as Specified in Its Charter)
|
Delaware
|
(State or Other Jurisdiction of Incorporation
|
1-12368
|
75-2543540
|
|
(Commission File Number)
|
(IRS Employer Identification Number)
|
1900 Southeast Loop 820, Fort Worth, Texas
|
76140
|
|
(Address of Principal Executive Offices)
|
(Zip Code)
|
(817) 872-3200
|
(Registrant’s Telephone Number, Including Area Code)
|
(Former Name or Former Address, if Changed Since Last Report)
|
(a)
|
Financial statements of businesses acquired.
|
(b)
|
Pro forma financial information.
|
(c)
|
Exhibits.
|
TANDY LEATHER FACTORY, INC.
|
|
Date: May 12, 2015
|
By: /s/ Jon Thompson
|
Jon Thompson, Chief Executive Officer and President
|
|
Contact:
|
Shannon L. Greene, Tandy Leather Factory, Inc.
|
(817) 872-3200 or shannon.greene@tandyleather.com
|
Mark Gilbert, Magellan Fin, LLC
|
(317) 867-2839 or MGilbert@MagellanFin.com
|
Quarter Ended 03/31/15
|
Quarter Ended 03/31/14
|
||||||
Sales
|
Income from Operations
|
Sales
|
Income from Operations
|
||||
Wholesale Leathercraft
|
$6,725,304
|
$951,855
|
$6,823,968
|
$1,372,637
|
|||
Retail Leathercraft
|
13,109,413
|
1,403,452
|
11,956,354
|
1,472,703
|
|||
International Leathercraft
|
954,047
|
33,574
|
1,058,144
|
121,323
|
|||
Total Operations
|
$20,788,764
|
$2,388,881
|
$19,838,466
|
$2,966,663
|
Wholesale Leathercraft
|
Quarter Ended 03/31/15
|
Quarter Ended 03/31/14
|
|||
# of stores
|
Sales
|
# of stores
|
Sales
|
||
Same store sales
|
28
|
$6,725,304
|
28
|
$6,353,531
|
|
Closed store sales
|
-
|
-
|
1
|
127,590
|
|
National account group
|
n/a
|
-
|
n/a
|
342,847
|
|
Total Sales – Wholesale Leathercraft
|
$6,725,304
|
$6,823,968
|
Retail Leathercraft
|
Quarter Ended 03/31/15
|
Quarter Ended 03/31/14
|
|||
# of stores
|
Sales
|
# of stores
|
Sales
|
||
Same store sales
|
79
|
$12,829,124
|
79
|
$11,916,631
|
|
New store sales
|
3
|
280,289
|
1
|
39,723
|
|
Total Sales – Retail Leathercraft
|
$13,109,413
|
$11,956,354
|
International Leathercraft
|
Quarter Ended 03/31/15
|
Quarter Ended 03/31/14
|
|||
# of stores
|
Sales
|
# of stores
|
Sales
|
||
Same store sales
|
3
|
$954,047
|
3
|
$1,058,144
|
|
New store sales
|
-
|
-
|
-
|
-
|
|
Total Sales – International Leathercraft
|
$954,047
|
$1,058,144
|
March 31,
2015
(unaudited)
|
December 31,
2014
(audited)
|
||||||
ASSETS
|
|||||||
CURRENT ASSETS:
|
|||||||
Cash
|
$9,928,649
|
$10,636,530
|
|||||
Accounts receivable-trade, net of allowance for doubtful accounts
|
|||||||
of $370 and $395 in 2015 and 2014, respectively
|
664,149
|
625,054
|
|||||
Inventory
|
30,407,882
|
32,875,492
|
|||||
Prepaid income taxes
|
-
|
336,828
|
|||||
Deferred income taxes
|
302,571
|
371,491
|
|||||
Prepaid expenses
|
1,472,133
|
1,348,652
|
|||||
Other current assets
|
113,870
|
157,758
|
|||||
Total current assets
|
42,889,254
|
46,351,805
|
|||||
PROPERTY AND EQUIPMENT, at cost
|
22,724,155
|
22,199,943
|
|||||
Less accumulated depreciation and amortization
|
(7,312,549)
|
(7,037,665)
|
|||||
15,411,606
|
15,162,278
|
||||||
GOODWILL
|
962,091
|
971,786
|
|||||
OTHER INTANGIBLES, net of accumulated amortization of approximately
|
|||||||
$674,000 and $665,000 in 2015 and 2014, respectively
|
46,748
|
58,026
|
|||||
OTHER assets
|
327,635
|
329,979
|
|||||
TOTAL ASSETS
|
$59,637,334
|
$62,873,874
|
|||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|||||||
CURRENT LIABILITIES:
|
|||||||
Accounts payable-trade
|
$1,742,070
|
$1,255,218
|
|||||
Accrued expenses and other liabilities
|
4,297,326
|
5,394,514
|
|||||
Income taxes payable
|
86,575
|
-
|
|||||
Current maturities of long-term debt
|
202,500
|
3,702,500
|
|||||
Total current liabilities
|
6,328,471
|
10,352,232
|
|||||
DEFERRED INCOME TAXES
|
1,456,916
|
1,458,005
|
|||||
LONG-TERM DEBT, net of current maturities
|
1,890,000
|
1,940,625
|
|||||
COMMITMENTS AND CONTINGENCIES
|
|||||||
STOCKHOLDERS’ EQUITY:
|
|||||||
Preferred stock, $0.10 par value; 20,000,000 shares authorized;
|
|||||||
none issued or outstanding; attributes to be determined on issuance
|
-
|
-
|
|||||
Common stock, $0.0024 par value; 25,000,000 shares authorized;
|
|||||||
11,275,641 and 11,239,157 shares issued at 2015 and 2014, respectively;
|
|||||||
10,282,018 and 10,245,534 shares outstanding at 2015 and 2014
|
27,072
|
26,984
|
|||||
Paid-in capital
|
6,052,221
|
6,013,325
|
|||||
Retained earnings
|
48,109,236
|
46,664,829
|
|||||
Treasury stock at cost (993,623 shares at 2015 and 2014)
|
(2,894,068)
|
(2,894,068)
|
|||||
Accumulated other comprehensive income
|
(1,332,514)
|
(688,058)
|
|||||
Total stockholders’ equity
|
49,961,947
|
49,123,012
|
|||||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
|
$59,637,334
|
$62,873,874
|
2015
|
2014
|
|||
NET SALES
|
$20,788,764
|
$19,838,466
|
||
COST OF SALES
|
8,205,836
|
7,122,743
|
||
Gross profit
|
12,582,928
|
12,715,723
|
||
OPERATING EXPENSES
|
10,194,047
|
9,749,060
|
||
INCOME FROM OPERATIONS
|
2,388,881
|
2,966,663
|
||
OTHER (INCOME) EXPENSE:
|
||||
Interest expense
|
44,163
|
45,828
|
||
Other, net
|
(19,873)
|
(1,344)
|
||
Total other (income) expense
|
24,290
|
44,484
|
||
INCOME BEFORE INCOME TAXES
|
2,364,591
|
2,922,179
|
||
PROVISION FOR INCOME TAXES
|
920,184
|
1,067,767
|
||
NET INCOME
|
$1,444,407
|
$1,854,412
|
||
NET INCOME PER COMMON SHARE:
|
||||
BASIC
|
$0.14
|
$0.18
|
||
DILUTED
|
$0.14
|
$0.18
|
||
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING:
|
||||
BASIC
|
10,211,333
|
10,198,733
|
||
DILUTED
|
10,241,096
|
10,239,505
|
2015
|
2014
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|||||||
Net income
|
$1,444,407
|
$1,854,412
|
|||||
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
|
|||||||
Depreciation and amortization
|
383,936
|
346,555
|
|||||
Loss on disposal or abandonment of assets
|
5,804
|
3,600
|
|||||
Non-cash stock-based compensation
|
29,064
|
-
|
|||||
Deferred income taxes
|
67,831
|
(58,670)
|
|||||
Foreign currency translation
|
(585,107)
|
(124,726)
|
|||||
Net changes in assets and liabilities:
|
|||||||
Accounts receivable-trade, net
|
(39,095)
|
(124,239)
|
|||||
Inventory
|
2,467,610
|
(4,231,692)
|
|||||
Prepaid expenses
|
(123,481)
|
(30,478)
|
|||||
Other current assets
|
43,888
|
318,050
|
|||||
Accounts payable-trade
|
486,852
|
843,414
|
|||||
Accrued expenses and other liabilities
|
(1,097,188)
|
(578,676)
|
|||||
Income taxes payable
|
423,403
|
332,579
|
|||||
Total adjustments
|
2,063,517
|
(3,304,283)
|
|||||
Net cash provided by (used in) operating activities
|
3,507,924
|
(1,449,871)
|
|||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|||||||
Purchase of property and equipment
|
(677,444)
|
(641,282)
|
|||||
Decrease in other assets
|
2,344
|
9,014
|
|||||
Net cash used in investing activities
|
(675,100)
|
(632,268)
|
|||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|||||||
Net decrease in revolving credit loans
|
(3,500,000)
|
-
|
|||||
Payments on notes payable and long-term debt
|
(50,625)
|
(50,625)
|
|||||
Proceeds from issuance of common stock
|
9,920
|
-
|
|||||
Net cash used in financing activities
|
(3,540,705)
|
(50,625)
|
|||||
NET DECREASE IN CASH
|
(707,881)
|
(2,132,764)
|
|||||
CASH, beginning of period
|
10,636,530
|
11,082,679
|
|||||
CASH, end of period
|
$9,928,649
|
$8,949,915
|
|||||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
|
|||||||
Interest paid during the period
|
$44,163
|
$45,828
|
|||||
Income tax paid during the period, net of (refunds)
|
$379,690
|
$791,137
|