![]() |
Delaware
|
75-2543540
|
(State or Other Jurisdiction of Incorporation or Organization)
|
(I.R.S. Employer Identification No.)
|
Class
|
Shares outstanding as of May 11, 2015
|
Common Stock, par value $0.0024 per share
|
10,282,018
|
PAGE NO.
|
|
PART I. FINANCIAL INFORMATION
|
|
Item 1. Financial Statements
|
|
1 | |
2 | |
3 | |
4 | |
5 | |
6 | |
9 | |
12 | |
12 | |
PART II. OTHER INFORMATION
|
|
12 | |
13 | |
SIGNATURES
|
14 |
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
|
||
NET INCOME
|
$1,444,407
|
$1,854,412
|
|
Foreign currency translation adjustments, net of tax
|
(644,456)
|
(129,408)
|
|
COMPREHENSIVE INCOME
|
$799,951
|
$1,725,004
|
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
|
Number of Shares
|
Par Value
|
Paid-in Capital
|
Treasury Stock
|
Retained Earnings
|
Accumulated Other Comprehensive Income (Loss)
|
Total
|
|||||||
BALANCE, December 31, 2013
|
10,198,733
|
$26,862
|
$5,892,907
|
$(2,894,068)
|
$41,507,592
|
$88,249
|
$44,621,542
|
||||||
Stock-based compensation
|
34,601
|
83
|
(83)
|
-
|
-
|
-
|
-
|
||||||
Net income
|
-
|
-
|
-
|
-
|
1,854,412
|
-
|
1,854,412
|
||||||
Translation adjustment
|
-
|
-
|
-
|
-
|
-
|
(129,408)
|
(129,408)
|
||||||
BALANCE, March 31, 2014
|
10,233,334
|
$26,945
|
$5,892,824
|
$(2,894,068)
|
$43,362,004
|
$(41,159)
|
$46,346,546
|
||||||
Number of Shares
|
Par Value
|
Paid-in Capital
|
Treasury Stock
|
Retained Earnings
|
Accumulated Other Comprehensive Income (Loss)
|
Total
|
|||||||
BALANCE, December 31, 2014
|
10,245,534
|
$26,984
|
$6,013,325
|
$(2,894,068)
|
$46,664,829
|
$(688,058)
|
$49,123,012
|
||||||
Shares issued – stock option exercise
|
2,000
|
5
|
9,915
|
-
|
-
|
-
|
9,920
|
||||||
Stock-based compensation
|
34,484
|
83
|
28,981
|
-
|
-
|
-
|
29,064
|
||||||
Net income
|
-
|
-
|
-
|
-
|
1,444,407
|
-
|
1,444,407
|
||||||
Translation adjustment
|
-
|
-
|
-
|
-
|
-
|
(644,456)
|
(644,456)
|
||||||
BALANCE, March 31, 2015
|
10,282,018
|
$27,072
|
$6,052,221
|
$(2,894,068)
|
$48,109,236
|
$(1,332,514)
|
$49,961,947
|
1.
|
BASIS OF PRESENTATION AND CERTAIN SIGNIFICANT ACCOUNTING POLICIES
|
As of
|
|||
March 31, 2015
|
December 31, 2014
|
||
Inventory on hand:
|
|||
Finished goods held for sale
|
$27,565,831
|
$31,257,820
|
|
Raw materials and work in process
|
1,023,870
|
1,118,506
|
|
Inventory in transit
|
1,818,181
|
499,166
|
|
$30,407,882
|
$32,875,492
|
Leather Factory
|
Tandy Leather
|
Total
|
|
Balance, December 31, 2013
|
$598,579
|
$383,406
|
$981,985
|
Acquisitions and adjustments
|
-
|
-
|
-
|
Foreign exchange gain/loss
|
(4,634)
|
-
|
(4,634)
|
Impairments
|
-
|
-
|
-
|
Balance, March 31, 2014
|
$593,945
|
$383,406
|
$977,351
|
Leather Factory
|
Tandy Leather
|
Total
|
|
Balance, December 31, 2014
|
$588,380
|
$383,406
|
$971,786
|
Acquisitions and adjustments
|
-
|
-
|
-
|
Foreign exchange gain/loss
|
(9,695)
|
-
|
(9,695)
|
Impairments
|
-
|
-
|
-
|
Balance, March 31, 2015
|
$578,685
|
$383,406
|
$962,091
|
As of March 31, 2015
|
As of December 31, 2014
|
||||||
Gross
|
Accumulated
Amortization
|
Net
|
Gross
|
Accumulated
Amortization
|
Net
|
||
Trademarks, Copyrights
|
$544,369
|
$526,038
|
$18,331
|
$544,369
|
$518,426
|
$25,943
|
|
Non-Compete Agreements
|
176,664
|
148,247
|
28,417
|
178,882
|
146,799
|
32,083
|
|
$721,033
|
$674,285
|
$46,748
|
$723,251
|
$665,225
|
$58,026
|
Wholesale Leathercraft
|
Retail Leathercraft
|
Total
|
|
2015
|
$108
|
$40,302
|
$40,410
|
2016
|
108
|
5,667
|
5,775
|
2017
|
90
|
1,000
|
1,090
|
2018
|
-
|
750
|
750
|
2019
|
-
|
-
|
-
|
2.
|
NOTES PAYABLE AND LONG-TERM DEBT
|
March 31, 2015
|
December 31, 2014
|
||
Credit Agreement with JPMorgan Chase Bank – collateralized by real estate; payable as follows:
|
|||
Line of Credit Note dated July 31, 2007, converted to a 10-year term note on April 30, 2008; $16,875 monthly principal payments plus interest at 7.1% per annum; matures April 30, 2018
|
$2,092,500
|
$2,143,125
|
|
Line of Credit Note with JPMorgan Chase Bank – collateralized by real estate, payable as follows:
|
|||
Line of Credit Note dated July 12, 2012, as amended on June 25, 2013 and June 23, 2014, in the maximum principal amount of $6,000,000 with revolving features as more fully described above – interest due monthly at LIBOR plus 2%, matures June 30, 2015
|
-
|
3,500,000
|
|
2,092,500
|
5,643,125
|
||
Less - Current maturities
|
(202,500)
|
(3,702,500)
|
|
$1,890,000
|
$1,940,625
|
3.
|
STOCK-BASED COMPENSATION
|
Weighted Average Exercise Price
|
# of shares
|
Weighted Average Remaining Contractual Term (in years)
|
Aggregate Intrinsic Value
|
|
Outstanding, January 1, 2014
|
$5.04
|
84,600
|
||
Granted
|
-
|
-
|
||
Cancelled
|
-
|
-
|
||
Exercised
|
-
|
-
|
||
Outstanding, March 31, 2014
|
$5.04
|
84,600
|
6.72
|
$104,656
|
Exercisable, March 31, 2014
|
$5.04
|
84,600
|
6.72
|
$104,656
|
Outstanding, January 1, 2015
|
$5.16
|
72,400
|
||
Granted
|
-
|
-
|
||
Cancelled
|
-
|
-
|
||
Exercised
|
(4.96)
|
(2,000)
|
||
Outstanding, March 31, 2015
|
$5.17
|
70,400
|
6.07
|
$86,886
|
Exercisable, March 31, 2015
|
$5.17
|
70,400
|
6.07
|
$86,886
|
March 31, 2015
|
March 31, 2014
|
|
Weighted average grant-date fair value of stock options granted
|
N/A
|
N/A
|
Total fair value of stock options vested
|
N/A
|
N/A
|
Total intrinsic value of stock options exercised
|
$2,953
|
N/A
|
Shares
|
Award Fair Value
|
|
Balance, January 1, 2014
|
-
|
-
|
Granted
|
34,601
|
$8.96
|
Forfeited
|
-
|
-
|
Vested
|
-
|
-
|
Unvested Balance, March 31, 2014
|
34,601
|
$8.96
|
Balance, January 1, 2015
|
34,601
|
$8.96
|
Granted
|
34,484
|
$8.99
|
Forfeited
|
||
Vested
|
(8,652)
|
$8.96
|
Unvested Balance, March 31, 2015
|
60,433
|
$8.97
|
2015 Award
|
2014 Award
|
Total
|
|
2015
|
$58,127
|
$58,130
|
$116,257
|
2016
|
$77,503
|
$77,506
|
$155,009
|
2017
|
$77,503
|
$77,506
|
$155,009
|
2018
|
$77,503
|
$9,688
|
$87,191
|
2019
|
$9,688
|
-
|
$9,688
|
$300,324
|
$222,830
|
$523,154
|
4.
|
EARNINGS PER SHARE
|
2015
|
2014
|
||||
Net income
|
$1,444,407
|
$1,854,412
|
|||
Numerator for basic and diluted earnings per share
|
$1,444,407
|
$1,854,412
|
|||
Denominator for basic earnings per share – weighted-average shares
|
10,211,333
|
10,198,733
|
|||
Effect of dilutive securities:
|
|||||
Stock options
|
29,763
|
39,193
|
|||
Restricted stock
|
-
|
1,579
|
|||
Dilutive potential common shares
|
29,763
|
40,772
|
|||
Denominator for diluted earnings per share – weighted-average shares
|
10,241,096
|
10,239,505
|
|||
Basic earnings per share
|
$0.14
|
$0.18
|
|||
Diluted earnings per share
|
$0.14
|
$0.18
|
5.
|
COMMITMENTS AND CONTINGENCIES
|
a.
|
Wholesale Leathercraft, which consists of a chain of wholesale stores operating under the name, The Leather Factory, located in North America;
|
b.
|
Retail Leathercraft, which consists of a chain of retail stores operating under the name, Tandy Leather Company, located in North America; and
|
c.
|
International Leathercraft, which sells to both wholesale and retail customers. We have three stores operating in this segment: one in Northampton, United Kingdom, one in Sydney, Australia, and one in Jerez, Spain. These stores carry the same products as our North American stores.
|
Wholesale Leathercraft
|
Retail Leathercraft
|
Int’l Leathercraft
|
Total
|
|
For the quarter ended March 31, 2015
|
||||
Net sales
|
$6,725,304
|
$13,109,413
|
$954,047
|
$20,788,764
|
Gross profit
|
4,169,635
|
7,845,766
|
567,527
|
12,582,928
|
Income from operations
|
951,855
|
1,403,452
|
33,574
|
2,388,881
|
Interest expense
|
44,163
|
-
|
-
|
44,163
|
Other, net
|
(11,393)
|
-
|
(8,480)
|
(19,873)
|
Income before income taxes
|
919,085
|
1,403,452
|
42,054
|
2,364,591
|
Depreciation and amortization
|
239,718
|
132,862
|
11,356
|
383,936
|
Fixed asset additions
|
419,906
|
257,538
|
-
|
677,444
|
Total assets
|
$39,891,481
|
$16,388,517
|
$3,357,336
|
$59,637,334
|
For the quarter ended March 31, 2014
|
||||
Net sales
|
$6,823,968
|
$11,956,354
|
$1,058,144
|
$19,838,466
|
Gross profit
|
4,530,209
|
7,498,416
|
687,098
|
12,715,723
|
Income from operations
|
1,372,637
|
1,472,703
|
121,323
|
2,966,663
|
Interest expense
|
45,828
|
-
|
-
|
45,828
|
Other, net
|
(9,776)
|
-
|
8,432
|
(1,344)
|
Income before income taxes
|
1,336,585
|
1,472,703
|
112,891
|
2,922,179
|
Depreciation and amortization
|
225,855
|
104,441
|
16,259
|
346,555
|
Fixed asset additions
|
236,211
|
356,198
|
48,873
|
641,282
|
Total assets
|
$41,806,750
|
$13,903,814
|
$2,919,417
|
$58,629,981
|
2015
|
2014
|
|
United States
|
$17,748,632
|
$16,645,886
|
Canada
|
1,899,118
|
1,913,512
|
All other countries
|
1,141,014
|
1,279,068
|
$20,788,764
|
$19,838,466
|
Ø
|
General economic conditions in the United States and abroad;
|
Ø
|
Increased pressure on margins;
|
Ø
|
Increases in the cost of the products we sell or a reduction in availability of those products;
|
Ø
|
Challenges in implementing our planned international expansion;
|
Ø
|
Failure to open additional stores in North America;
|
Ø
|
Failure to hire and train qualified personnel to operate new and existing stores;
|
Ø
|
Failure to protect our trademarks and other proprietary intellectual property rights;
|
Ø
|
Negative impact of foreign currency fluctuations on our financial condition and results of operations;
|
Ø
|
Damage to our brand image.
|
Quarter Ended March 31, 2015
|
Quarter Ended March 31, 2014
|
||||||
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
|
2015
|
2014
|
% change
|
||
Net income
|
$1,444,407
|
$1,854,412
|
(22.1)%
|
Quarter ended
|
|||
Customer Group
|
03/31/15
|
03/31/14
|
|
RETAIL (end users, consumers, individuals)
|
49%
|
43%
|
|
INSTITUTION (prisons, prisoners, hospitals, schools, youth organizations, etc.)
|
3%
|
4%
|
|
WHOLESALE (resellers & distributors, saddle & tack shops, authorized dealers, etc.)
|
41%
|
40%
|
|
MANUFACTURERS
|
6%
|
7%
|
|
NATIONAL ACCOUNTS
|
1%
|
6%
|
|
100%
|
100%
|
#
Stores
|
Qtr Ended
03/31/15
|
#
Stores
|
Qtr Ended
03/31/14
|
$
Change
|
%
Change
|
|||
Same store sales
|
28
|
$6,725,304
|
28
|
$6,353,531
|
$371,773
|
5.9%
|
||
Closed store sales
|
-
|
-
|
1
|
127,590
|
(127,590)
|
(100.0)%
|
||
National account group
|
n/a
|
-
|
n/a
|
342,847
|
(342,847)
|
(100.0)%
|
||
Total sales
|
$6,725,304
|
$6,823,968
|
$(98,664)
|
(1.4)%
|
#
Stores
|
Qtr Ended
03/31/15
|
#
Stores
|
Qtr Ended
03/31/14
|
$
Change
|
%
Change
|
|||
Same store sales
|
79
|
$12,829,124
|
79
|
$11,916,631
|
$912,493
|
7.7%
|
||
New store sales
|
3
|
280,289
|
1
|
39,723
|
240,566
|
N/A
|
||
Total sales
|
|
$13,109,413
|
|
$11,956,354
|
$1,153,059
|
9.6%
|
Quarter ended
|
|||
Customer Group
|
03/31/15
|
03/31/14
|
|
RETAIL (end users, consumers, individuals)
|
61%
|
62%
|
|
INSTITUTION (prisons, prisoners, hospitals, schools, youth organizations, etc.)
|
3%
|
3%
|
|
WHOLESALE (resellers & distributors, saddle & tack shops, authorized dealers, etc.)
|
34%
|
33%
|
|
MANUFACTURERS
|
2%
|
2%
|
|
100%
|
100%
|
Exhibit
Number
|
Description
|
|
3.1
|
Certificate of Incorporation of The Leather Factory, Inc., and Certificate of Amendment to Certificate of Incorporation of The Leather Factory, Inc. filed as Exhibit 3.1 to Tandy Leather Factory, Inc.’s Form 10-Q filed with the Securities and Exchange Commission on August 12, 2005 and incorporated by reference herein.
|
|
3.2
|
Bylaws of The Leather Factory, Inc. (n/k/a Tandy Leather Factory, Inc.), filed as Exhibit 3.5 to the Current Report on Form 8-K (Commission File No. 001-12368) filed by Tandy Leather Factory, Inc (f/k/a The Leather Factory, Inc.) with the Securities and Exchange Commission on July 14, 2004 and incorporated by reference herein.
|
|
3.3
|
Certificate of Designations of Series A Junior Participating Preferred Stock of Tandy Leather Factory, Inc. filed as Exhibit 3.1 to Tandy Leather Factory’s Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 10, 2013 and incorporated by reference herein.
|
|
4.1
|
Rights Agreement dated as of June 6, 2013 between Tandy Leather Factory, Inc. and Broadridge Corporate Issuer Solutions, Inc., as Rights Agent (including the Certificate of Designations of Series A Junior Preferred Stock attached thereto as Exhibit A, the form of Right Certificate attached thereto as Exhibit B and the Summary of Rights attached thereto as Exhibit C), filed as Exhibit 4.1 to Tandy Leather Factory Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 10, 2013 and incorporated by reference herein.
|
|
10.1
|
Form of Non-Employee Director Restricted Stock Agreement under Tandy Leather Factory, Inc.’s 2013 Restricted Stock Plan, filed as Exhibit 10.1 to Tandy Leather Factory, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 14, 2014 and incorporated by reference herein.
|
|
10.1
|
2007 Director Non-Qualified Stock Option Plan, filed as Exhibit A to Tandy Leather Factory, Inc.’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 18, 2007 and incorporated by reference herein.
|
|
10.2
|
First Amendment to 2007 Director Non-Qualified Stock Option Plan dated May 3, 2010, filed as Exhibit 10.2 to Tandy Leather Factory Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 4, 2010 and incorporated by reference herein.
|
|
10.3
|
Second Amendment to 2007 Director Non-Qualified Stock Option Plan dated October 7, 2010, filed as Exhibit 10.3 to Tandy Leather Factory Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 12, 2010 and incorporated by reference herein.
|
|
10.4
|
Third Amendment to 2007 Director Non-Qualified Stock Option Plan dated February 11, 2014, filed as Exhibit 10.5 to Tandy Leather Factory Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 14, 2014 and incorporated by reference herein.
|
|
10.5
|
Credit Agreement, dated July 31, 2007, by and between The Leather Factory, L.P. and JPMorgan Chase Bank, N.A., filed as Exhibit 10.2 to Tandy Leather Factory’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 6, 2007 and incorporated by reference herein.
|
|
10.6
|
Line of Credit Note, dated July 31, 2007, by and between The Leather Factory, L.P. and JPMorgan Chase Bank, N.A., filed as Exhibit 10.1 to Tandy Leather Factory’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 6, 2007 and incorporated by reference herein.
|
|
10.7
|
Deed Of Trust, Assignment of Leases and Rents, Security Agreement and Financing Statement, dated as of July 31, 2007, by and among The Leather Factory, L.P., Randall B. Durant and JPMorgan Chase Bank, N.A., filed as Exhibit 10.3 to Tandy Leather Factory’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 6, 2007 and incorporated by reference herein.
|
|
10.8
|
Line of Credit Note, dated June 21, 2012, by and between The Leather Factory, L.P. and JPMorgan Chase Bank, N.A., filed as Exhibit 10.1 to Tandy Leather Factory’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 14, 2012 and incorporated by reference herein.
|
|
10.9
|
Settlement Agreement, dated September 24, 2012, filed as Exhibit 10.1 to Tandy Leather Factory’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on September 28, 2012 and incorporated by reference herein.
|
|
10.10
|
Form of Change of Control Agreement between the Company and each of Jon Thompson, Shannon Greene and Mark Angus, each effective as of December 3, 2012, filed as Exhibit 10.1 to Tandy Leather Factory’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 6, 2012 and incorporated by reference herein.
|
|
10.11
|
Tandy Leather Factory, Inc. 2013 Restricted Stock Plan, filed as Exhibit 10.1 to Tandy Leather Factory’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2013 and incorporated by reference herein.
|
|
10.12
|
Form of Non-Employee Director Restricted Stock Agreement under Tandy Leather Factory, Inc.’s 2013 Restricted Stock Plan, filed as Exhibit 10.1 to Tandy Leather Factory, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 14, 2014 and incorporated by reference herein.
|
|
10.13
|
Form of Employee Restricted Stock Agreement under Tandy Leather Factory, Inc.’s 2013 Restricted Stock Plan, filed as Exhibit 10.6 to Tandy Leather Factory, Inc.’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on February 14, 2014 and incorporated by reference herein.
|
|
*31.1
|
13a-14(a) or 15d-14(a) Certification by Jon Thompson, Chief Executive Officer and President.
|
|
*31.2
|
13a-14(a) or 15d-14(a) Certification by Shannon Greene, Chief Financial Officer and Treasurer.
|
|
*32.1
|
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
101.INS^
|
XBRL Instance Document.
|
|
101.SCH^
|
XBRL Taxonomy Extension Schema Document.
|
|
101.CAL^
|
XBRL Taxonomy Extension Calculation Document.
|
|
101.DEF^
|
XBRL Taxonomy Extension Definition Document.
|
|
101.LAB^
|
XBRL Taxonomy Extension Labels Document.
|
|
101.PRE^
|
XBRL Taxonomy Extension Presentation Document.
|
|
____________
|
||
*Filed herewith.
|
TANDY LEATHER FACTORY, INC.
|
|
(Registrant)
|
|
Date: May 13, 2015
|
By: /s/ Jon Thompson
|
Jon Thompson
|
|
Chief Executive Officer and President
|
|
Date: May 13, 2015
|
By: /s/ Shannon L. Greene
|
Shannon L. Greene
|
|
Chief Financial Officer and Treasurer (Chief Accounting Officer)
|
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
|
c.
|
d.
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.
|
Date: May 13, 2015
|
|
/s/ Jon Thompson
|
|
Jon Thompson
|
|
Chief Executive Officer and President
|
|
(principal executive officer)
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's first fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.
|
Date: May 13, 2015
|
|
/s/ Shannon L. Greene
|
|
Shannon L. Greene
|
|
Treasurer and Chief Financial Officer
|
|
(principal financial officer)
|
i.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
ii.
|
The information contained in the Report fully presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.
|
May 13, 2015
|
By: /s/ Jon Thompson
|
Jon Thompson
|
|
Chief Executive Officer and President
|
|
May 13, 2015
|
By: /s/ Shannon L. Greene
|
Shannon L. Greene
|
|
Chief Financial Officer and Treasurer
|
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