Good morning, and welcome to the Flexsteel Industries' Third Quarter Fiscal Year 2020 Earnings Conference Call. [Operator Instructions]. Please note that today's event is being recorded. At this time, I would like to turn the conference over to Donni Case, Investor Relations for Flexsteel Industries. Please go ahead.

Thank you, and welcome to today's call to discuss Flexsteel Industries' Third Quarter Fiscal Year 2020 financial results. Our earnings release, which we issued after market closed yesterday, Tuesday, April 28, is available on the Investor Relations section of our website, www.flexsteel.com, under News & Events. I am here today with Jerry Dittmer, Chief Executive Officer; and Derek Schmidt, Chief Financial and Chief Operating Officer. On today's call, management will provide prepared remarks, and then we'll open the call to your questions. Before we begin, I would like to remind you that the comments on today's call will include forward-looking statements, which can be identified by the use of the words such as estimate, anticipate, expect and similar phrases. Forward-looking statements, by their nature, involve estimates, projections, goals, forecasts and assumptions and are subject to risks and uncertainties that could cause the actual results or outcomes to differ materially from those expressed in the forward-looking statements. Such risks and uncertainties include, but are not limited, to those that are described in our most recent annual report on Form 10-K as updated by our subsequent quarterly reports on Form 10-Q and other SEC filings as applicable. These forward-looking statements speak only as of the date of this conference call and should not be relied upon as predictions of future events. Additionally, management may refer to non-GAAP measures, which are intended to supplement, but not substitute, for the most directly comparable GAAP measures. The press release available on the website contains the financial and other quantitative information to be discussed today as well as a reconciliation of the GAAP to non-GAAP measures. And with that, I'll turn the call over to Jerry Dittmer. Jerry?

Good morning, and thank you for joining us today. The world has greatly changed since I spoke with you last quarter. At that time, we were deep in the process of level setting our business to focus on the future growth. Since then, no one could have predicted the severity of COVID-19 on our customers, our company and the international economy. Before I discuss the impact of COVID-19 on our third quarter results, I want to introduce Derek Schmidt, who recently joined Flexsteel as Chief Financial and Chief Operating Officer. Derek and I worked together for 7 years at HNI, so I know firsthand his tremendous range of public company experience that spans finance, treasury and investor relations. He is also a proven leader in driving profitable growth through optimizing supply chains, service levels and inventory management. In addition, he has a passion for identifying and developing talent, which is so important to the future of our company. I am very confident that Derek will make a significant contribution to Flexsteel. He is the right person at the right time to move our strategic plan forward. Regarding third quarter results, it's no surprise that they fell short of our initial expectations. We were already dealing with lower demand due to the tariff impact on pricing. Then in mid-March, a majority of our retail store customers were shuttered by coronavirus regulations. Even before the pandemic spread, Art Van, which accounted for 3% of total net sales, announced its bankruptcy. As a result of these challenges, net sales declined 11% to $99 million versus $112 million year-over-year and resulted in net operating loss of $0.66 per share. Derek will go into more detail in the third quarter. So now I will focus on our response to COVID-19. First and foremost, our goal…

Thank you, Jerry, and good morning. I also share Jerry's enthusiasm that Flexsteel has considerable opportunity ahead, and I'm very excited to be part of the team. For the quarter, net sales decreased 11.4% to $98.8 million or a decline of approximately $4 million from the second quarter. Exiting the commercial office and custom designed hospitality products last May, coupled with softness in the RV business, accounted for $5.5 million decline from the third quarter last year. Our residential products group also delivered disappointing third quarter results, with sales of 5.7%, driven mostly by the 25% tariff impact on volume, and to a lesser degree from widespread customer store closures that started in mid-March. As of today, the majority of our retail customer stores remain closed until COVID-19 health and safety regulations are lifted. We anticipate this will have an adverse impact on our sales through the balance of the fiscal year. On a positive note, are ready-to-assemble furniture, which is sold under the Home Styles brand and distributed primarily through the e-commerce channel, reported sales up 37.1% in the quarter, continuing its strong growth trajectory. For the 9-month period, our e-commerce channel grew at 19.1%. Turning briefly to contract performance. We are on track to complete the wind down of the remaining custom design hospitality orders by the end of this fiscal year. As Jerry noted earlier, we now intend to exit the remaining hospitality business as well. Vehicle Seating products also contributed to the sales decline, down 14% in the quarter, and down 14% year-to-date. The RV industry, especially the premium Class-A motor home category that Jerry described, may not recover anytime soon post-COVID-19. As we have previously mentioned, the customized manufacturer of RV products is complex. It must meet strict regulatory compliance requirements and require specialized engineering…

[Operator Instructions]. Today's first question comes from James Geygan with Global Value Investment Corp.

Jerry and Derek, curious, you made some or took some decisive actions during the quarter to deal with COVID-19. How many of these actions were contemplated in your restructuring plan, and after these actions where does this leave you with your restructuring plan?

Yes. JP, none of these items that we took action on or in our previous restructuring plan, our plan is to take our previous restructuring along with these current actions. And during our fourth quarter, we will review all of them and come out with a new range in our restructuring. Right now, we're at $31.4 million in our current restructuring with a range that we had of $48 million to $53 million. These current actions along with the things that we were contemplating we'll be re-reviewing them.

Got it. Understood. Curious about your decision to exit your RV and hospitality businesses at this particular time and exactly what that means if you liquidate them or if you'll sell the business as a unit? Why you made the decision to do this at this particular time? What sort of proceeds, if any, you expect? What sort of cost savings you would expect and how you plan to deploy the capital?

You had nine questions there, JP, but we'll go at them. Basically, the first thing is, we decided to make the decision now, the markets that the company serves in these businesses were already in a cyclical decline. It's been greatly accelerated, obviously, in this new environment. Indication for the market is the demand within the recreational vehicle and the hospitality industries will not return to prepandemic levels in the near or mid-term. Given this decision has been made to focus fully on the home furnishings workspace and e-commerce business, we thought this was the best time to do it. We also felt that it was best to do for our employees and suppliers and customers, it's the right time to let them know that we're going to do that. As far as any proceeds or things like that, it's just too early for us to really know those things. I mean we have no idea how long - what the duration of this pandemic is going to be. It's going to be tough, if not impossible, right now to estimate the length and magnitude of that. So we will look as we go forward and see these buildings, if we wind up not selling any of these businesses, we obviously will go about and move forward with wrapping up the operations there and then selling the facilities at a later time. We do not currently know what those valuations would be, especially in this uncertain time.

We would fully expect, though, to quantify those financial impacts in the fourth quarter and subsequently communicate those once known. As Jerry mentioned, we felt consistent with our organizational values. It was most important that we communicate to our employees and our customers our intent to exit, and we will be working with both our employees, customers and suppliers over the coming days to figure out how we effectively ramp down the operation. And we will be open and willing to explore any and all opportunities to monetize the business.

Recognizing that we live in uncertain times, do you have some sort of goal for the timing on that disposal?

Timing? No. I mean anything we'd say would we - really would have no facts based right now with the pandemic going on. So the timing of that, I mean, as Derek said, our plan is to start that as early as today, going through all that, and hopefully have a good estimate for all that here in the fourth quarter. Our plan would not be to dispose of any properties in a fire sale or anything like that at this particular time. So we're hoping to wrap that - at least have better knowledge as this goes forward here over the next - over the rest of this quarter.

Okay. And then finally, can you please elaborate on what CapEx was postponed? If that will be pushed into fiscal 2021? And any effects that will have on the business?

Not really. So there was a little bit postponed. It was really more around modernizing a few of our facilities in that, and it was stuff that was very easily able to push out. The major ones that we had, you can tell it by the amounts when we only had $3 million, $4 million there in total, there was not a whole lot. We've already done a lot of things from our IT standpoint that we're comfortable with. And the money we did spend this year were mostly related to our Dublin, Georgia plant.

The next question comes from John Deysher of Pinnacle.

Welcome to you, Derek. I was just curious, in terms of the customer base, stores are currently closed but we're hearing news about furniture chains starting to reopen. There was a major chain in the south that announced publicly they're going to start to reopen their stores. And I was just curious, for your customer base, what news you're hearing from them in pockets of geography or however you want to describe it, their intentions of reopening?

Yes. Good question. I'll answer it, but realizing that we're seeing different states open up, you've seen Georgia, Mississippi, we've seen Ohio. We've also seen some states open up and immediately go back and close. What we're seeing right now is in round numbers, about 30% to 40% of our retailers are in some way, shape or form trying to open back up. We have no idea what the traffic is going to be or anything like that, if there's pent-up demand, et cetera. A lot of that is - a good thing about a lot of furniture stores, you can social distance, which is going to help as they open back up. And we're starting to see it more in the areas of less dense population, which is what we're seeing right now. We haven't seen any major openings in any of the major, major cities at this point, but we are encouraged that we'll see some places start to open a little bit. And we think this is going to take at least the next month as they start to do this. And then, of course, the big question will be, when the customer comes back. And of course, that's the question that none of us can answer.

All right. Sure. Okay. That's encouraging. What's the health of the receivables right now? You mentioned the bankruptcy of Art Van. Are you getting pushback from customers in terms of delaying payments or forbearance or anything like that regarding the receivables?

No. Actually, we're pleasantly surprised that collections have been relatively strong. Given the financial impact many of our customers in this environment, we did proactively extend payment terms to help them through this patch. But most are prioritizing Flexsteel in terms of their payment stream. We're monitoring it closely. But as I said, we've been pleasantly surprised at the collections cash flow thus far. But given the uncertainty of both the duration and magnitude of how long this is going to go, we'll see if we run in any other customer bankruptcy. So time will tell.

This is Jerry. The other thing on that, too, would be, we have - a lot of our customers we've been with for a long, long time. We're a 127 year old company, and we have a lot of really great partners. Almost without question, every one of them have been working with us very, very closely and same thing with our suppliers, and that's been a big help for us. So we're encouraged. Of course, we don't know, of course, what may look like now. But so far, as Derek said, we've been very encouraged.

Okay. Great. You mentioned suppliers. It seems like the tariffs are still an issue here. And I know we've talked about this in the past in terms of migrating or changing the product specifics to make the product more competitive. When do you think tariffs are going to be less of an issue in terms of sourcing?

Well, the way we're doing thing it, we, of course, have no control over when tariff, if they're here forever or what the percentage will be. So what we've done is we have lowered our exposure in China to where it was. Close to 50% is now a little bit under 25%, which is really the way we've been handling it, and we'll continue to bring that exposure down as other parts of the world are able to ramp up for us. It's been a big help. So that's really the way we're going to do it since we have no control over it, is just to continue to move our products. We move them back to Canada, Mexico, the United States, to different - to Vietnam, different parts of Southeast Asia, and we'll continue to do that.

Do you think China will continue to decline?

You're out of my scope now.

Well in terms of if you're asking about our exposure over the long term, we expect it to decline. I mean we still have a couple of major product groups that we're in the process of transitioning now. And as we start to think about our new product development and launching new products, we will not be launching any of those new products in China, unless absolutely necessary. So over a period of time, we absolutely expect our China exposure to go down.

Okay. And which product groups are you transitioning out of China at this point?

Yes. Most of them right now are our Sofas and Recliners in our motion furniture.

Okay. Good. And I guess the last one for me is, you said you're going to evaluate the next stage of the restructuring and probably have that completed by June. Will you make a separate announcement of your findings in June? Or will we wait until the year-end results in August or whenever they come out?

Yes. We really don't know that yet. It's a good question. As soon as we know it, we will put something out. It could be - take us the full fourth quarter to do that. A lot of it's going to depend on what really happens here and how long the pandemic continues into what severity. But as soon as we know stuff and feel confident about it, we will come out with that information.

Obviously, if it's material and if it's known before the quarter, we'll announce that.

Today's next question comes from [indiscernible].

I first want to start by saying that I am very relieved to see you all taking such decisive actions to weather this crisis, especially taking a 25% pay cut across the executive team as well as reductions for the Board and employees. I definitely wish that a lot more companies would follow your example and do the right thing here because that's what's going to get you through this. But first off, how much flexibility do we have to cut pay further, especially on the executive levels, if need be? And what kind of impact would this have on our cash flow?

Yes. I'll attempt to answer that. And I think the answer to the question is broader than just executive compensation. As you can appreciate, due to the unknown duration of the pandemic and resulting economic impact, it's almost impossible to determine what our normal run rate is at this point. But please be assured that we're running multiple business scenarios, and we're monitoring sales demand and taking proactive aggressive actions to efficiently scale our operations to make sure that Flexsteel can endure and recover this. And so if demand should dissipate further, I think we are prepared to take a multitude of different actions across the various expense areas within our business to adjust our cost structure.

Following the layoff that you mentioned in your manufacturing, do you see any risks in having an adequate workforce return when the time comes to eventually reopen and resume production?

That's a good question. I mean it's very much an unknown. Obviously, the good news right now is, if there is any for those employees, the government programs are helping them a lot. We're happy that those programs are out there that they can use them. As far as them coming back, we have brought back one of our plants starting this Monday, and we're able to get folks to come back. I guess a good part for our standpoint is that there aren't probably a lot of jobs they can go to right now. Most of our people were - are pretty ecstatic to be able to come back to work. So we've started one plant. We're going to start another one up this coming Monday, and we're doing the callback. So right now, we've seen workers coming back, and we're hoping that is what will continue.

All right. Well, that's definitely good to hear that. This question is for Derek. Our hit to sales doesn't really look all that bad here because what was it, 11% year-over-year decline on - based on this quarter. How do those sales look for, say, the month of April?

Yes. What I can tell you about April looks much slower than what we saw at the tail-end of mid-March. I mean if you can think about when the shelters in place really hit broadly, it wasn't really until the mid-month. And so we didn't see sales decline until the kind of tail-end. Now it's difficult to determine kind of where we go from here, but I mean what we're seeing in terms of orders are at about, right now, are about 20% to 25% of our normal run rate. Now what we're hearing from the retail channel is a fair amount of optimism, but April sales certainly are much, much worse than March.

So you said down to 20% to 25% of what they typically would be?

That's what we're currently seeing now. Again, we're cautiously optimistic that as the retail stores open up, that we'll see that pick up. We are seeing really good momentum in our e-commerce business as well, which is encouraging.

Right. All right. What kind of market research have you all done regarding, say, shift in consumer trends and enhancing your competitive advantage?

So what we've been doing is we have ongoing research that we do. What's been most interesting about it is as we've really been doing it more through our product portfolios, and what our product portfolio should look like coming out of this, what the consumer is going to be looking at, there's consumer changes, of course, a lot of that research right now is happening real-time because these shifts are happening real time. And a lot of the people just don't know, but we've got a fair amount that we're doing with our - like I said, with our product and our marketing group is doing a lot of that research right now, working with our customers and then working to look at what the workplace trends are going to look like going in and the home trends are going to look like of the future.

Okay. And what would you describe that competitive advantage has?

What Flexsteel's competitive advantage is?

Yes.

Yes. So Flexsteel's advantage there is that we have a very, very broad product portfolio. We hit most rooms of the house and we hit various places in a workplace. And we have the ability to scale fairly quickly whether it's the size of our furniture or from a sourcing standpoint. We source in from everywhere from Southeast Asia to Mexico to Canada and other places, plus manufacturer here in the U.S. We have the ability to adapt fairly quickly to what those consumer trends would be. And that's probably one of our biggest competitive advantages.

I think the other thing that I'll build upon what Jerry said, the brand has a lot of power, both with the consumer and the channel. I was really surprised actually coming into the organization just how well recognized and valued the brand is in multiple parts of kind of the industry. I think the second thing is, we've got very broad and diverse distribution. So on the retail level, I mean, we're touching 1,200 different kind of retailers nationally. We're aligned with all the major e-tailers. And I think we've got an opportunity to given that kind of broad portfolio to more deeply penetrate different channels and kind of broaden our reach. And I think we've got the operational flexibility to either manufacture domestically, to outsource, to have consistent quality regardless of the source of our product.

[Operator Instruction]. Our next question comes from [indiscernible].

I want to echo the previous caller's comments on the steps you've taken to adjust executive compensation and Directors' compensation. It is absolutely the right thing to do. Your 8-K that you released back in early April, the 13th, you mentioned you were reviewing the dividend. The press release you put out last night made no mention of it, but you referred to it in your comments today. Considering you are taking on a large amount of debt relative to history, it would be a shame that, that debt is going to be used to pay dividend when I think we all agree you need as much flexibility as possible. You haven't spelled out what you're going to do, but when will you spell that out? And presumably, you're going to cut it, can you talk about what you're thinking about right now?

So I'll address that. As Jerry mentioned, our Board of Directors review our dividend on a quarterly basis, and we'll continually assess our dividend policy considering both the current economic environment and our cash requirements. There has not been a decision made by the Board yet to change the dividend in the short term or long term, but I think it's fair to assume that it will be an important topic of discussion when the Board meets here next June. What I will tell you, though, that we've got a strong history of over 300 consecutive payouts, and we're committed to dividends over the long term. So we're aggressively managing cash. We will continue to deploy capital effectively. And we'll do what's in the best interest of both the company and our shareholders long term.

When is your next scheduled dividend payment to shareholders? Can you remind me?

Yes. Our next Board meeting is in early June. So it would be probably the end of June, early July. I don't have the date right here with me.

No. That's fine. So - but there isn't one between now and then, basically?

There is not.

Okay. Wonderful. And thank you for your comments on your borrowing capacity at the moment. What additional conversations have you had with your lenders about any additional flexibility? Obviously, I think most of your borrowing is unsecured. Are your borrowers open to doing more? And do you have covenants - do your covenants prevent you from taking on some additional debt during this time to give you some stability?

What I can tell you is that we are in very productive discussions with all of our banks regarding extending those lines as well as expanding them.

And would that be on an unsecured? Or are you considering a secured lending as well?

Yes. It's really not appropriate for me to comment in details, but just be assured that we're having, like I said, very productive discussions with all of our banks at the moment.

You mentioned an update on the manufacturing that's being sourced from China being - did I hear 25% is the number you gave?

Yes. Our sales exposure.

Sales exposure. Is that pro forma for the movements you're making in recliners and motion furniture? So does that 25% account for what you're currently expecting to move away from China in the motion for [indiscernible] recliners?

Yes. It's fairly prospective of what we project here in the next, I'd say, 3 months.

So the 25% is including the decline in the recliners and motion furniture?

Yes. I mean, we only have a - we've actually transitioned a large majority of the products that can be transitioned. We just have a couple of groups that are still in that process.

Okay. But once that process is complete, you'll expect it to be about 25%?

Correct. And then over time - there is a natural limitation of how much we can move out of China because of capability gaps in other countries. But again, as we start to look at new product launches and manage our portfolio over the long term, we will certainly try to diversify our country risk.

That's very helpful. And you gave some really interesting outlook for what's happening in April, the 20% to 25% order run rate, does that include your e-commerce business as well? Or is that strictly to the hardline retail customer base?

That's all in for the business. What I can tell you is we had a very strong third quarter in e-commerce, and we're continuing to see that build. So strong momentum there. And again, I'll throw out the caveat, the 20% to 25% is literally what we're seeing this week. Things could dramatically change next week. It's very difficult to predict with stores starting to open up, how that demand will bounce back.

The next question is a follow up from John Deysher.

Just curious, in the quarter, if we back out RV sales and the remaining hospitality sales that you're going to forego, what - how much is that in total of the $99 million or so?

Our RV is about 6.5% in the quarter.

Yes. The two combined at right about 9%.

Yes. That's exactly right, sure.

9% of $99 million. Okay. And will the fourth quarter treat these discontinued lines as discontinued items? In other words, at what point are we going to be able to see what the underlying profit of the remaining businesses are?

Yes. It is not our intent to - well, let me answer that question in two parts. One, at this point, as Jerry mentioned earlier, it is uncertain in terms of how long the ramp down will take. So we don't have good visibility yet in terms of what the duration of running those businesses will be. What I can tell you from a profitability standpoint, these businesses do not contribute materially. So you should not expect, I think, a substantial change to the P&L. The benefit of spinning these or exiting these businesses is really so that we can focus the organizational energy and our financial investment towards those platforms that will provide us the greatest opportunity for profitable growth in the future. So as soon as we have more clarity around the financial impact of exiting these businesses and the time line, as we stated earlier, we will share that with the external community.

Okay. That's helpful. So just to make sure I'm clear, it was 9% this quarter, but the P&L impact was minimal in the quarter?

Yes.

The next question is a follow up from [indiscernible].

I do want to discuss the dividend. I understand that it's currently under review from the Board, but per year, I believe, paying that out would work out to about $7 million, which is somewhat over 10% of our cash reserves. Do you feel that continuing to pay that dividend would have a material effect on our flexibility moving forward, say, if this crisis goes on for another 6 months to a year?

Yes. So what Derek had said, I mean, I won't go back and repeat it all, but basically, we review that dividend every quarter. And it is fair to assume that we're going to have a discussion in June and Board will critically assess what our dividend should be going forward. I can't say there'll be a decline, but I am - there's no doubt in my mind that we will bring that dividend to a lower amount. Right now, it's a very high return because of our stock price. And then with what we need to be doing with how we're trying to conserve cash, rest assured, we're going to take a hard look at that.

Yes. I am 100% with you on that, and good on the Board for taking that review. I just want to - I mean, as far as just cutting a big check to shareholders, I mean, if my choices here were to either continue paying out a $7 million dividend in cash or cut that, and if I have to return capital to buy back shares at these very, very depressed levels, I would prefer the latter, although I do want to stress that cash conservation is vital. Have you looked at a buyback at all?

So I think all your points are valid, and they are all considerations that the management team and the Board will take into consideration when we meet in June. And we'll critically assess, and your point - again, your points of view are valid. We just have not had the discussion with our Board, and so we cannot provide comments beyond what we've already shared.

All right. And I do have one last question. How successful have you been at renegotiating payment terms with your vendors? Because, say, if I were a vendor and I were concerned about someone's credit worthiness, I would probably be going after the guys with $50 million, $60 million in cash.

We've been very successful at extending terms with all of our suppliers. And if you look at the balance sheet, our accounts payable was up quarter-over-quarter largely due to extending those terms.

Can you comment on any hard numbers as far as how far out they've been extended?

The general range, 60 to 90 days.

This ends our question-and-answer session. At this time, I would like to turn the conference back over to Mr. Jerry Dittmer for any closing remarks.

Thank you for participating in today's call. We're working hard to transform our company and achieve its full potential. I am confident in our team's ability to execute even in the face of these daunting and unprecedented times. We have a clear vision of where we want to go. We are grateful to all our partners for their continued support. We appreciate all the calls - questions today. We do look forward to updating you on our progress next quarter. Until then, stay safe, healthy and sane. Thanks, again.

The conference is now concluded. Thank you for attending today's presentation. You may now disconnect.