8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.

Form 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported:) May 3, 2017

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)

Item 2.02.  Results of Operations and Financial Condition

     Tandy Leather Factory, Inc. on May 3, 2017 issued a press release regarding its financial results for the three months ended March 31, 2017.  A copy of the press release is attached as Exhibit 99.1.

     The information in this report and the exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall they be deemed incorporated by reference in any filing with the Securities and Exchange Commission under the Securities Exchange Act of 1934 or the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Item 9.01.  Financial Statements and Exhibits

(a) Financial statements of businesses acquired.

Not applicable.

(b) Pro forma financial information.

Not applicable.

(c) Exhibits.

No.Exhibit

99.1Press release dated May 3, 2017

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 hereunto duly authorized.

	TANDY LEATHER FACTORY, INC.
Date:  May 3, 2017	By: /s/ Shannon L. Greene
	Shannon L. Greene, Chief Executive Officer

EX-99.1

EXHIBIT 99.1

FOR IMMEDIATE RELEASEMay 3, 2017

TANDY LEATHER FACTORY REPORTS SOFT 1^ST QUARTER RESULTS

Results are In Line with Expectations and Cash Levels Remain Solid

FORT WORTH, TEXAS – Tandy Leather Factory, Inc. (NASDAQ: TLF) today reported financial results for the first quarter of 2017.  Net income for the quarter ended March 31, 2017 was $1.2 million, down 19% from net income in the first quarter of 2016 of $1.5 million.  Fully-diluted earnings per share for the quarter were $0.13 in the current quarter, compared to $0.16 in last year’s first quarter.  Total sales for the first quarter were $20.1 million, a decrease of 2.5% compared to 2016’s first quarter sales of $20.7 million.

Sales from the North America division, consisting of all stores in the US and Canada, decreased $508,000 in the first quarter, down 2.6% from last year's first quarter sales.  International, consisting of four stores outside of North America, added sales of $918,000 for the quarter, a 1.6% decrease from last year’s first quarter sales of $933,000.

Consolidated gross profit margin decreased minimally from 61.2% in the first quarter of 2016 to 61.0% in the first quarter of 2017.  Operating expenses increased $259,000 in the first quarter of 2017 to $10.5 million compared to $10.3 million in the first quarter of 2016, increasing as a percentage of sales from 49.8% in 2016 to 52.4% in 2017.  Compared to the first quarter of 2016, personnel costs, occupancy and selling costs were the primary contributors to the operating expense increase.

Shannon L Greene, Chief Executive Officer, commented, “Our results this quarter reflect not only soft sales, but the investment we are making in our personnel, including our new district manager program.  On the sales front, similar to what other retailers are reporting, we’re seeing a pattern where consumer spending starts weak, but is expected to pick up as we move through the year.  While it is still early, we are pleased with the performance of our new district managers and the active role they are taking in helping their local stores aggressively build our customer base and strengthen our brand.  I am confident that, while the first year investment is painful, it will pay off in the long run.  Further, despite the retail headwinds, we are   moving forward with our new store openings.  Our Allen, TX store opened a few weeks ago, and we will be announcing the opening of several more new stores in the very near future.”

Tina Castillo, Chief Financial Officer added, “While our results this quarter were lower than comparable, we expected a slow start to the year so the results are actually in line with our guidance.  However, that is not to say that we aren’t laser focused on protecting our gross margin and controlling our expenses, particularly in this challenging retail environment.  Rather, our mission is very clear, to profitably grow the business and increase shareholder value.”

Tandy Leather Factory, Inc., (http://www.tandyleather.com), headquartered in Fort Worth, Texas, is a specialty retailer of a broad product line including leather, leatherworking tools, buckles and adornments for belts, leather dyes and finishes, saddle and tack hardware, and do-it-yourself kits. The Company distributes its products through its 113 North American stores located in 42 US states and 7 Canadian provinces, and four International stores located in the United Kingdom, Australia, and Spain.  Its common stock trades on the Nasdaq with the symbol "TLF".  To be included on Tandy Leather Factory’s email distribution list, go to http://www.b2i.us/irpass.asp?BzID=1625&to=ea&s=0.

Contact:	Tina Castillo, Tandy Leather Factory, Inc.	(817) 872-3200 or tcastillo@tandyleather.com
	Mark Gilbert, Magellan Fin, LLC	(317) 867-2839 or MGilbert@MagellanFin.com

This news release may contain statements regarding future events, occurrences, circumstances, activities, performance, outcomes and results that are considered “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Actual results and events may differ from those projected as a result of certain risks and uncertainties. These risks and uncertainties include but are not limited to: changes in general economic conditions, negative trends in general consumer-spending levels, failure to realize the anticipated benefits of opening retail stores; availability of hides and leathers and resultant price fluctuations; change in customer preferences for our product, and other factors disclosed in our filings with the Securities and Exchange Commission.  These forward-looking statements are made only as of the date hereof, and except as required by law, we do not intend to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Selected financial data:

	Quarter Ended 03/31/17					Quarter Ended 03/31/16
	Sales		Income from Operations			Sales		Income from Operations
North America*	$	19,231,714	$	1,811,563		$	19,739,491	$	2,341,209
International		918,131		(74,072	)		932,736		21,581
Total Operations	$	20,149,845	$	1,737,491		$	20,672,227	$	2,362,790

North America*	Quarter Ended 03/31/17				Quarter Ended 03/31/16
	# of stores		Sales		# of stores		Sales
Same store sales		108	$	18,737,881		108	$	19,175,528
New store sales(a)		4		407,655		1		79,654
Closed store sales(b)		3		86,178		3		484,309
Total Sales – North America		112	$	19,231,714		110	$	19,739,491

(a) Nyack, NY opened March 2016; Philadelphia, PA opened October 2016; Lyndhurst, NJ opened November 2016; and Johnston, RI opened December 2016.  Allen, TX opened April 17,2017 and is not included in these results.

(b) Harrisburg, PA temporarily closed from April 2016 to December 2016; Tucson, AZ closed March 2016; and Allentown, PA closed April 2016.

International	Quarter Ended 03/31/17				Quarter Ended 03/31/16
	# of stores		Sales		# of stores		Sales
Same store sales		4	$	918,131		4	$	932,736
New store sales		-				-		-
Total Sales – International		4	$	918,131		4	$	932,736

*We operate in two segments:  North America and International.  Prior to January 1, 2017, we operated in three segments:  Wholesale, Retail and International.  To better reflect how management analyzes the business and allocates resources, we combined Wholesale and Retail into North America effective January 1, 2017, while International remains the same. All prior year data discussed throughout this press release has been restated to conform to the new reporting segment structure.  There is no change to our consolidated financial position or results.

TANDY LEATHER FACTORY, INC.

CONSOLIDATED BALANCE SHEETS

	3/31/17 (unaudited)			12/31/16 (audited)
ASSETS
CURRENT ASSETS:
Cash	$	16,407,211		$	16,862,304
Accounts receivable-trade, net of allowance for doubtful accounts
of $3,548 and $2,404 in 2017 and 2016, respectively		524,692			560,984
Inventory		34,382,003			33,177,539
Prepaid income taxes		474,487			964,323
Prepaid expenses		1,710,217			1,608,860
Other current assets		264,617			140,232
Total current assets		53,763,227			53,314,242
PROPERTY AND EQUIPMENT, at cost		26,156,413			25,536,352
Less accumulated depreciation and amortization		(10,350,479	)		(9,884,559	)
		15,805,934			15,651,793
DEFERRED INCOME TAXES		376,884			331,086
GOODWILL		957,347			956,201
OTHER INTANGIBLES, net of accumulated amortization of
$709,000 and $708,000 in 2017 and 2016, respectively		20,396			20,840
OTHER ASSETS		344,986			334,408
	$	71,268,774		$	70,608,570
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable-trade	$	2,424,445		$	1,621,884
Accrued expenses and other liabilities		4,219,821			5,937,187
Current maturities of capital lease obligation		72,686			72,686
Current maturities of long-term debt		1,075,044			614,311
Total current liabilities		7,791,996			8,246,068
DEFERRED INCOME TAXES		1,854,493			1,911,882
LONG-TERM DEBT, net of current maturities		6,296,685			6,757,419
CAPITAL LEASE OBLIGATION, net of current maturities		-			-
COMMITMENTS AND CONTINGENCIES		-			-
STOCKHOLDERS' EQUITY:
Preferred stock, $0.10 par value; 20,000,000 shares
authorized, none issued or outstanding		-			-
Common stock, $0.0024 par value; 25,000,000 shares
authorized, 11,318,331 and 11,309,326 shares issued at 2016 and 2015,
9,275,501 and 9,266,496 outstanding at 2016 and 2015, respectively		27,164			27,142
Paid-in capital		6,413,051			6,368,279
Retained earnings		60,700,758			59,469,493
Treasury stock at cost (2,042,830 shares at 2017 and 2016)		(10,278,584	)		(10,278,584	)
Accumulated other comprehensive income		(1,536,789	)		(1,893,129	)
Total stockholders' equity		55,325,600			53,693,201
	$	71,268,774		$	70,608,570

TANDY LEATHER FACTORY, INC.

CONSOLIDATED STATEMENTS OF INCOME

(UNAUDITED)

FOR THE THREE MONTHS ENDED MARCH 31

2017 2016

NET SALES	$	20,149,845		$	20,672,227
COST OF SALES		7,863,800			8,019,481
Gross profit		12,286,045			12,652,746
OPERATING EXPENSES		10,548,554			10,289,956
INCOME FROM OPERATIONS		1,737,491			2,362,790
OTHER (INCOME) EXPENSE:
Interest expense		36,344			23,429
Other, net		(2,651	)		39
Total other (income) expense		33,693			23,468
INCOME BEFORE INCOME TAXES		1,703,798			2,339,322
PROVISION FOR INCOME TAXES		472,533			818,325
NET INCOME	$	1,231,265		$	1,520,997
NET INCOME PER COMMON SHARE:
BASIC	$	0.13		$	0.16
DILUTED	$	0.13		$	0.16
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING:
BASIC		9,309,424			9,698,951
DILUTED		9,330,303			9,718,453

TANDY LEATHER FACTORY, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

FOR THE THREE MONTHS ENDED MARCH 31

	2017			2016
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	1,231,265		$	1,520,997
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization		458,118			414,228
Loss / (gain) on disposal or abandonment of assets		335			(12,023	)
Non-cash stock-based compensation		44,794			43,762
Deferred income taxes		(103,187	)		31,717
Foreign currency translation		344,789			614,366
Net changes in assets and liabilities:
Accounts receivable-trade, net		36,292			(129,374	)
Inventory		(1,204,464	)		(47,763	)
Prepaid expenses		(101,357	)		(112,282	)
Other current assets		(126,374	)		(76,076	)
Accounts payable-trade		802,561			(63,065	)
Accrued expenses and other liabilities		(1,717,366	)		(1,471,776	)
Income taxes payable		489,836			360,847
Total adjustments		(1,076,023	)		(447,439	)
Net cash provided by operating activities		155,242			1,073,558
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment		(599,757	)		(606,932	)
Proceeds from sale of assets		-			22,625
(Decrease) in other assets		(10,578	)		(154	)
Net cash used in investing activities		(610,335	)		(584,461	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable and long term debt		-			2,870,000
Payments on capital lease obligations		-			(6,710	)
Repurchase of common stock (treasury stock)		-			(2,870,740	)
Net cash used in financing activities		-			(7,450	)
NET (DECREASE) INCREASE IN CASH		(455,093	)		481,647
CASH, beginning of period		16,862,304			10,962,615
CASH, end of period	$	16,407,211		$	11,444,262
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Interest paid during the period	$	36,344		$	23,429
Income tax paid during the period, net of (refunds)	$	17,303		$	457,478