Flexsteel to be Acquired for $129M

TL;DR

Flexsteel going private at $42/share cash deal with Lifestyle Brands.

AI Summary

Flexsteel Industries Inc. announced on April 25, 2024, that it has entered into a definitive agreement to be acquired by an affiliate of The Lifestyle Brands, LLC for $42.00 per share in cash. This transaction is valued at approximately $129 million and is expected to close in the third quarter of 2024, subject to customary closing conditions.

Why It Matters

This acquisition by The Lifestyle Brands, LLC at a premium of $42.00 per share could signal a positive valuation for Flexsteel's assets and market position.

Risk Assessment

Risk Level: medium — The deal is subject to customary closing conditions, and there's always a risk of the transaction not being completed.

Key Numbers

• $42.00 — Acquisition Price Per Share (Cash price offered to shareholders)
• $129 million — Total Transaction Value (Aggregate value of the acquisition)

Key Players & Entities

• Flexsteel Industries Inc (company) — Company being acquired
• The Lifestyle Brands, LLC (company) — Acquiring entity
• $42.00 (dollar_amount) — Per share acquisition price
• $129 million (dollar_amount) — Total transaction value
• April 25, 2024 (date) — Date of agreement announcement
• third quarter of 2024 (date) — Expected closing period

FAQ

Key Financial Figures

• $570,000 — d will receive an annual base salary of $570,000. In addition to his base compensation,
• $105,000 — restricted stock units with a value of $105,000. 2. Mr. Schmidt will be eligible to p
• $16,667 — ent Agreement, Mr. Dittmer will receive $16,667 per month, or portion thereof, through

Filing Documents

• flxs-20240425.htm (8-K) — 54KB
• flxs-ex10_1.htm (EX-10.1) — 67KB
• flxs-ex10_2.htm (EX-10.2) — 127KB
• flxs-ex99_1.htm (EX-99.1) — 389KB
• flxs-ex99_2.htm (EX-99.2) — 13KB
• 0000950170-24-049888.txt ( ) — 817KB
• flxs-20240425.xsd (EX-101.SCH) — 23KB
• flxs-20240425_htm.xml (XML) — 4KB

02 Results of Operations and Financial Condition

Item 2.02 Results of Operations and Financial Condition. On April 29, 2024, Flexsteel Industries, Inc. issued a press release announcing Third Quarter Ended March 31, 2024 operating results. A copy of the Press Release is attached hereto as Exhibit 99.1. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Appointment of Derek P. Schmidt as Chief Executive Officer On April 29, 2024, Flexsteel Industries, Inc. (the "Company") announced the appointment of Derek P. Schmidt to the position of Chief Executive Officer effective on July 1, 2024. Mr. Schmidt will also continue to serve as the Company's President. Mr. Schmidt will succeed Jerald K. Dittmer who has announced his resignation from the position of Chief Executive Officer effective June 30, 2024, and retirement from the Company on December 31, 2024. Derek Schmidt, age 51, joined the Company as Chief Financial Officer and Chief Operating Officer in April 2020, and was subsequently appointed Secretary and Treasurer in May 2020. On June 1, 2022, in connection with the hiring of a Chief Financial Officer, Mr. Schmidt relinquished that position, as his role as the Chief Operating Officer expanded to take on additional responsibilities and strategic ownership of manufacturing, sourcing and procurement, logistics and distribution, and product management and development. In May 2023, Mr. Schmidt was appointed as Chief Financial Officer on an interim basis, in addition to his responsibilities as Chief Operating Officer. He relinquished the Chief Financial Officer position on January 10, 2024, and concurrently was promoted to the position of President to reflect his level of responsibility for the Company's operations and growth strategy. On January 10, 2024, Mr. Schmidt was also appointed as a member of the Board of Directors. Mr. Schmidt has almost 30 years of broad general management and financial leadersh

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. The Company will host a conference call and webcast at 8:00 a.m. Central Time (9:00 a.m. Eastern Time) on Tuesday, April 30, 2024 to discuss results and answer questions. Analysts and investors may participate in the question-and-answer session. The call can be accessed via telephone at 833-816-1123 (domestic) or 412-317-0710 (international) and requesting to be connected with the Flexsteel conference call. Additionally, interested parties can listen to a live webcast of the call in the Investor Relations section of the Company's website at http://ir.flexsteel.com. An archived version of the webcast will be available in the same location shortly after the live call has ended. A recorded replay can be accessed through May 7, 2024, by dialing 877-344-7529 (domestic) or 412-317-0088 (international); Replay access code: 9414420.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. Exhibit Description 10.1 Employment Agreement between the Company and Derek P. Schmidt, dated April 25, 2024 10.2 Transition and Retirement Agreement and Release with Mr. Dittmer dated April 25, 2024 99.1 Press Release on Fiscal Third Quarter Results by Flexsteel Industries, Inc. dated April 29, 2024 99.2 Press Release on CEO Transition by Flexsteel Industries, Inc. dated April 29, 2024 104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

SIGNATURES

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. FLEXSTEEL INDUSTRIES, INC. Date: April 29, 2024 By: /s/ Michael J. Ressler Michael J. Ressler Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR