UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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) August 19, 2014

FLEXSTEEL INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code 563-556-7730

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02     Results of Operations and Financial Condition.

On August 19, 2014, Flexsteel Industries, Inc. issued a press release announcing Fourth Quarter Ended June 30, 2014 Operating Results.  A copy of the Press Release is attached hereto as Exhibit 99.1.

Item 9.01     Financial Statements and Exhibits.

          Exhibit 99.1 – Press Release by Flexsteel Industries, Inc. on August 19, 2014.

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.

Exhibit 99.1

Flexsteel Reports Strong Financial Results

DUBUQUE, Iowa--(BUSINESS WIRE)--August 19, 2014--Flexsteel Industries, Inc. (NASDAQ:FLXS) today reported record net sales and net income for the fiscal year ended June 30, 2014.

Financial Highlights:

• Third consecutive year of record net income.
• Fifth consecutive year of net sales and net income growth.

Net sales were $439 million for the fiscal year ended June 30, 2014, a 14% increase from the prior fiscal year. Net income was $15.0 million or $2.00 per share for the fiscal year compared to $13.2 million or $1.80 per share for the prior fiscal year. Adjusted net income for the current fiscal year increased 27% to $18.5 million or $2.46 per share compared to $14.6 million or $2.00 per share in the prior fiscal year. For additional information regarding adjusted net income and adjusted earnings per share (which are non-GAAP measures), please refer to the reconciliation and other information included in the attached schedules.

The following table compares net sales for the fiscal years ended June 30, 2014 and 2013 (in millions):

Net sales for the quarter were $111 million, a 9% increase over the $102 million reported in the prior year quarter. For the quarter, the Company reported net income of $5.6 million or $0.74 per share compared to $4.2 million or $0.57 per share for the prior year quarter. Adjusted net income for the quarter was $5.3 million or $0.70 per share compared to $4.6 million or $0.63 per share in the prior year quarter.

The following table compares net sales for the quarters ended June 30, 2014 and 2013 (in millions):

The increase in net sales for the quarter and fiscal year resulted from capturing demand for upholstered and ready-to-assemble products.

Gross margin for the fiscal year was 22.9% of net sales compared to 23.4% of net sales in the prior year. Gross margin for the quarters ended June 30, 2014 and 2013 was 23.0% and 23.3%, respectively. The current fiscal year and quarter were impacted by $4.1 million or 1.0% of net sales and $1.7 million or 1.5% of net sales, respectively, due to lower margins on case goods as we adjust our product portfolio to respond to changing customer requirements.

Selling, general and administrative (SG&A) expense for the fiscal year 2014 and 2013 was 16.4% and 18.2% of net sales, respectively. The current fiscal year includes a $0.9 million (0.2%) increase in supplemental retirement plan expense and Indiana civil litigation defense costs of $2.1 million (0.5%) offset by $2.8 million (0.6%) in reimbursements from insurance carriers. SG&A expense for fiscal year 2013 includes Indiana civil litigation defense costs of $2.3 million (0.6%) and executive transition costs of $1.5 million (0.4%). Excluding these costs, SG&A expense decreased from 17.2% of net sales in the prior fiscal year to 16.3% of net sales in the current year, reflecting fixed cost leverage on higher sales volume.

SG&A expense for the current quarter was 15.0% of net sales compared to 17.0% of net sales in the prior year quarter. The current quarter includes Indiana civil litigation defense costs of $0.1 million (0.1%) offset by $0.6 million (0.6%) in reimbursements from insurance carriers compared to $0.6 million (0.6%) in Indiana civil litigation defense costs in the prior year quarter. Excluding these costs, SG&A expense for the quarter ended June 30, 2014 and 2013 was 15.5% and 16.4% of net sales, respectively. The improvement reflects fixed cost leverage on higher sales volume.

Interest and other income for the fiscal year ended June 30, 2014 increased $0.9 million. The increase reflects realized gains of $0.9 million recorded by the Company as a result of investment activity related to supplemental retirement plans.

Working capital (current assets less current liabilities) at June 30, 2014 was $129 million compared to $114 million at June 30, 2013. Primary changes in working capital include increases in cash of $11 million and inventory of $5 million. The increase in inventory is to support anticipated increased sales volume in upholstered and ready-to-assemble product categories.

The increase in cash of $11 million during fiscal year 2014 is primarily due to net income of $15 million and stock option exercises of $2 million, offset by capital expenditures of $4 million and dividend payments of $4 million.

All earnings per share amounts are on a diluted basis.

Outlook

Due to existing strong order backlog and positive order trends the Company expects top line growth will continue into fiscal year 2015. Residential growth is expected from existing customers and products, and through expanding our product portfolio and customer base. The Company believes this growth will be led by increased demand for upholstered and ready-to-assemble products. The Company anticipates sales of commercial products to remain at current levels for fiscal year 2015. The Company is confident in its ability to take advantage of market opportunities.

The Company has started two multi-year initiatives designed to enhance customer experience and increase shareholder value. In anticipation of future growth we are implementing a logistics strategy, and are assessing our business information system requirements. Consistent with the logistics strategy and subject to closing, the Company will be investing $35-$40 million to purchase and equip a Midwest distribution center. We are still in the preliminary stages of the business information system assessment. The timing and level of additional investment required for these initiatives will be evaluated as the projects progress. Other operating capital expenditures are estimated at $6.0 million for fiscal 2015. The Company believes it has adequate working capital and borrowing capabilities.

The Company remains committed to its core strategies, which include providing a wide range of quality product offerings and price points to the residential and commercial markets, combined with a conservative approach to business. We will maintain our focus on a strong balance sheet through emphasis on cash flow and increasing profitability. We believe these core strategies are in the best interest of our shareholders.

About Flexsteel

Flexsteel Industries, Inc. is headquartered in Dubuque, Iowa, and was incorporated in 1929. Flexsteel is a designer, manufacturer, importer and marketer of quality upholstered and wood furniture for residential, recreational vehicle, office, hospitality and healthcare markets. All products are distributed nationally.

Analysts Conference Call

We will host a conference call on August 20, 2014, at 10:30 a.m. Central Time. To access the call, please dial 1-866-830-5279 and provide the operator with ID# 41083071. A replay will be available for two weeks beginning approximately two hours after the conclusion of the call by dialing 1-855-859-2056 or 1-404-537-3406 and entering ID# 41083071.

Forward-Looking Statements

Statements, including those in this release, which are not historical or current facts, are “forward-looking statements” made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. There are certain important factors that could cause our results to differ materially from those anticipated by some of the statements made herein. Investors are cautioned that all forward-looking statements involve risk and uncertainty. Some of the factors that could affect results are the cyclical nature of the furniture industry, supply chain disruptions, litigation, the effectiveness of new product introductions and distribution channels, the product mix of sales, pricing pressures, the cost of raw materials and fuel, retention and recruitment of key employees, actions by governments including laws, regulations, taxes and tariffs, inflation, the amount of sales generated and the profit margins thereon, competition (both U.S. and foreign), credit exposure with customers, participation in multi-employer pension plans and general economic conditions. For further information regarding these risks and uncertainties, see the “Risk Factors” section in Item 1A of our most recent Annual Report on Form 10-K.

For more information, visit our web site at http://www.flexsteel.com.

CONTACT:
Flexsteel Industries, Inc., Dubuque, IA
Timothy E. Hall, 563-585-8392
Chief Financial Officer