![]() |
Delaware
|
75-2543540
|
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
Title of each class
|
Trading Symbol
|
Name of each exchange on which registered
|
Common Stock, par value $0.0024
|
TLF
|
The Nasdaq Capital Market
|
Large accelerated filer ☐
|
Non-accelerated filer ☒
|
|
Accelerated filer ☐
|
Smaller reporting company ☒
|
|
Emerging growth company ☐
|
Item 1. |
Consolidated Financial Statements
|
March 31, | December 31, | |||||||
2025
|
2024
|
|||||||
(Unaudited) | ||||||||
ASSETS
|
||||||||
CURRENT ASSETS:
|
||||||||
Cash and cash equivalents
|
$
|
23,594
|
$
|
13,271
|
||||
Accounts receivable-trade, net of allowance for credit losses of $49 at March 31, 2025 and December 31, 2024
|
301
|
331
|
||||||
Inventory
|
34,350
|
35,556
|
||||||
Income tax receivable
|
385
|
384
|
||||||
Prepaid expenses
|
704
|
898
|
||||||
Other current assets
|
95
|
96
|
||||||
Total current assets
|
59,429
|
50,536
|
||||||
Property and equipment, at cost
|
21,490
|
31,655
|
||||||
Less accumulated depreciation
|
(15,239
|
)
|
(19,320
|
)
|
||||
Property and equipment, net
|
6,251
|
12,335
|
||||||
Operating lease assets
|
10,531
|
10,323
|
||||||
Deferred income taxes
|
1,041
|
1,213
|
||||||
Other assets
|
664
|
517
|
||||||
TOTAL ASSETS
|
$
|
77,916
|
$
|
74,924
|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
||||||||
CURRENT LIABILITIES:
|
||||||||
Accounts payable-trade
|
$
|
3,407
|
$
|
3,110
|
||||
Accrued expenses and other liabilities
|
2,692
|
3,571
|
||||||
Income taxes payable |
3,884 | - | ||||||
Current portion of operating lease liabilities
|
3,205
|
3,205
|
||||||
Total current liabilities
|
13,188
|
9,886
|
||||||
Uncertain tax positions
|
248
|
248
|
||||||
Other non-current liabilities
|
77
|
76
|
||||||
Operating lease liabilities, non-current
|
7,514
|
7,561
|
||||||
COMMITMENTS AND CONTINGENCIES (Note 6)
|
||||||||
STOCKHOLDERS’ EQUITY:
|
||||||||
Common stock, $0.0024 par value; 25,000,000 shares authorized; 9,936,930
and 9,920,957 shares issued at March 31, 2025 and December 31, 2024, respectively; 8,512,554 and 8,496,581 shares outstanding at March 31,
2025 and December 31, 2024,
respectively
|
23
|
23
|
||||||
Paid-in capital
|
4,622
|
4,529
|
||||||
Retained earnings
|
64,417
|
64,486
|
||||||
Treasury stock at cost (1,424,376 shares at March 31, 2025 and December 31, 2024)
|
(9,773
|
)
|
(9,773
|
)
|
||||
Accumulated other comprehensive loss, net of tax
|
(2,400
|
)
|
(2,112
|
)
|
||||
Total stockholders’ equity
|
56,889
|
57,153
|
||||||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
|
$
|
77,916
|
$
|
74,924
|
Three Months Ended March 31,
|
||||||||
2025
|
2024
|
|||||||
Net sales
|
$
|
19,036
|
$
|
19,275
|
||||
Cost of sales
|
8,318
|
8,355
|
||||||
Gross profit
|
10,718
|
10,920
|
||||||
Operating expenses
|
10,456
|
10,271
|
||||||
Income from operations
|
262
|
649
|
||||||
Other income (expense):
|
||||||||
Interest income
|
190
|
84
|
||||||
Gain on disposal of Headquarter (see footnote 8) |
17,676 | - | ||||||
Other, net (see footnote 8)
|
(1,273
|
)
|
(26
|
)
|
||||
Total other income
|
16,593
|
58
|
||||||
Income before income taxes
|
16,855
|
707
|
||||||
Income tax provision
|
4,179
|
182
|
||||||
Net income
|
$
|
12,676
|
$
|
525
|
||||
Foreign currency translation adjustments, net of tax
|
(288
|
)
|
170
|
|||||
Comprehensive income
|
$
|
12,388
|
$
|
695
|
||||
Net income per common share:
|
||||||||
Basic
|
$
|
1.49
|
$
|
0.06
|
||||
Diluted
|
$
|
1.47
|
$
|
0.06
|
||||
Weighted average number of shares outstanding:
|
||||||||
Basic
|
8,501,204
|
8,400,354
|
||||||
Diluted
|
8,595,320
|
8,500,354
|
For the Three Months Ended March 31,
|
||||||||
2025
|
2024
|
|||||||
Cash flows from operating activities:
|
||||||||
Net income
|
$
|
12,676
|
$
|
525
|
||||
Adjustments to reconcile net income to net cash used in operating activities:
|
||||||||
Depreciation and amortization
|
181
|
321
|
||||||
Operating lease asset amortization
|
1,105
|
919
|
||||||
Gain on disposal of assets |
(17,676 | ) | - | |||||
Stock-based compensation
|
93
|
197
|
||||||
Deferred income taxes
|
173 | - | ||||||
Changes in operating assets and liabilities:
|
||||||||
Accounts receivable-trade
|
31
|
(158
|
)
|
|||||
Inventory
|
1,227
|
1,184
|
||||||
Prepaid expenses
|
195
|
72
|
||||||
Other current assets
|
-
|
14
|
||||||
Accounts payable-trade
|
(35
|
)
|
(115
|
)
|
||||
Accrued expenses and other liabilities
|
(879
|
)
|
(1,142
|
)
|
||||
Income taxes, net
|
3,884
|
163
|
||||||
Other assets
|
(150
|
)
|
(2
|
)
|
||||
Operating lease liabilities
|
(1,361
|
)
|
(892
|
)
|
||||
Total adjustments
|
(13,212
|
)
|
561
|
|||||
Net cash used in operating activities
|
(536
|
)
|
1,086
|
|||||
Cash flows used investing activities:
|
||||||||
Purchase of property and equipment
|
(1,331
|
)
|
(1,227
|
)
|
||||
Proceeds from Sale of property and equipment. net |
24,897 | - | ||||||
Net cash provided from (used in) investing activities
|
23,566
|
(1,227
|
)
|
|||||
Cash flows from financing activities:
|
||||||||
Payment of finance lease obligations
|
-
|
(1
|
)
|
|||||
Dividend Paid
|
(12,745 | ) | - | |||||
Net cash used in financing activities
|
(12,745
|
)
|
(1
|
)
|
||||
Effect of exchange rate changes on cash and cash equivalents
|
38
|
298
|
||||||
Net increase in cash and cash equivalents
|
10,323
|
156
|
||||||
Cash and cash equivalents, beginning of period
|
13,271
|
12,159
|
||||||
Cash and cash equivalents, end of period
|
$
|
23,594
|
$
|
12,315
|
Number of
Shares
Common Stock
Outstanding
|
Par Value
|
Paid-in Capital
|
Treasury Stock
|
Retained Earnings
|
Accumulated
Other Comprehensive Income (Loss) |
Total
|
||||||||||||||||||||||
Balance, December 31, 2024
|
8,496,581
|
$
|
23
|
$
|
4,529
|
$
|
(9,773
|
)
|
$
|
64,486
|
$
|
(2,112
|
)
|
$
|
57,153
|
|||||||||||||
Stock-based compensation expense
|
-
|
-
|
93
|
-
|
-
|
-
|
93
|
|||||||||||||||||||||
Vesting of restricted stock units
|
15,973
|
-
|
- |
-
|
-
|
-
|
-
|
|||||||||||||||||||||
Net income
|
-
|
-
|
-
|
-
|
12,676
|
-
|
12,676
|
|||||||||||||||||||||
Dividend Paid |
- | - | - | - | (12,745 | ) | - | (12,745 | ) | |||||||||||||||||||
Foreign currency translation adjustments, net of tax
|
-
|
-
|
-
|
-
|
-
|
(288
|
)
|
(288
|
)
|
|||||||||||||||||||
Balance, March 31, 2025
|
8,512,554
|
$
|
23
|
$
|
4,622
|
$
|
(9,773
|
)
|
$
|
64,417
|
$
|
(2,400
|
)
|
$
|
56,889
|
|||||||||||||
Balance, December 31, 2023
|
8,399,245
|
$ | 23 |
$
|
3,981
|
$
|
(9,773
|
)
|
$
|
63,659
|
$
|
(1,544
|
)
|
|
56,346
|
|||||||||||||
Stock-based compensation expense
|
-
|
- |
197
|
-
|
-
|
-
|
197
|
|||||||||||||||||||||
Vesting of restricted stock units
|
2,727
|
- |
-
|
-
|
-
|
-
|
-
|
|||||||||||||||||||||
Net income
|
- |
-
|
-
|
-
|
525
|
-
|
525
|
|||||||||||||||||||||
Foreign currency translation adjustments, net of tax
|
- |
-
|
-
|
-
|
-
|
170
|
170
|
|||||||||||||||||||||
Balance, March 31, 2024
|
8,401,972 |
$
|
23
|
$
|
4,178
|
$
|
(9,773
|
)
|
$
|
64,184
|
$
|
(1,374
|
)
|
$
|
57,238
|
Three Months Ended March 31,
|
||||||||
(in thousands)
|
2025
|
2024
|
||||||
United States
|
$
|
16,944
|
$
|
17,085
|
||||
Canada
|
1,850
|
1,897
|
||||||
Other | 242 | 293 | ||||||
Net sales
|
$
|
19,036
|
$
|
19,275
|
(in thousands)
|
March 31, 2025
|
December 31, 2024
|
||||||
On hand:
|
||||||||
Finished goods held for sale
|
$
|
30,433
|
$
|
31,022
|
||||
Raw materials and work in process
|
1,251
|
1,819
|
||||||
Inventory in transit
|
2,666
|
2,715
|
||||||
TOTAL
|
$
|
34,350
|
$
|
35,556
|
●
|
Level 1 – observable inputs that reflect quoted prices in active markets for identical assets or liabilities.
|
●
|
Level 2 – significant observable inputs other than quoted prices in active markets for similar assets and liabilities, such as quoted prices for identical or similar assets or liabilities in markets that
are not active; or other inputs that are observable or can be corroborated by observable market data.
|
●
|
Level 3 – significant unobservable inputs reflecting our own assumptions, consistent with reasonably available assumptions made by other market participants.
|
Shares
(in thousands)
|
Weighted Average
Share Price
|
|||||||
Balance, January 1, 2025
|
409
|
$
|
4.32
|
|||||
Granted(1)
|
1000
|
4.61
|
||||||
Forfeited
|
(308
|
)
|
4.26
|
|||||
Vested
|
(16
|
)
|
4.36
|
|||||
Balance, March 31, 2025
|
1,085
|
$
|
4.01
|
(1) |
Grant of 900,000 shares pending approval of the Company’s stockholders at the 2025 annual meeting.
|
Unrecognized Expense
|
||||
2025
|
$ |
399
|
||
2026
|
185
|
|||
2027 |
34 |
|||
2028 | 5 | |||
|
$
|
623
|
|
Three Months Ended March 31,
|
|||||||
(in thousands, except share data) |
2025
|
2024
|
||||||
Numerator: | ||||||||
Net income
|
$
|
12,676
|
$
|
525
|
||||
Denominator:
|
||||||||
Basic weighted-average common shares outstanding
|
8,501,204
|
8,400,354
|
||||||
Dilutive effect of service-based restricted stock awards granted to Board of Directors under the Plan
|
9,460 | 5,108 | ||||||
Dilutive effect of service-based restricted stock awards granted to employees under the Plan |
84,656 | 94,892 | ||||||
Diluted weighted-average common shares outstanding
|
8,595,320
|
8,500,354
|
||||||
Basic earnings per share |
|
1.49 |
|
0.06 | ||||
Diluted earnings per share |
|
1.47 |
|
0.06 |
Sales and Disposal of Headquarter (in thousands)
|
||||
Net Proceeds
|
$
|
24,897
|
||
NBV of Headquarter Assets
|
7,221
|
|||
Net Gain
|
$
|
17,676
|
Three Months Ended March 31,
|
||||||||||||||||
(in thousands)
|
2025
|
2024
|
$
Change
|
%
Change
|
||||||||||||
Sales
|
$
|
19,036
|
$
|
19,275
|
$
|
(239
|
)
|
(1.2
|
)%
|
|||||||
Gross profit
|
10,718
|
10,920
|
(202
|
)
|
(1.8
|
)%
|
||||||||||
Gross margin percentage
|
56.3
|
%
|
56.7
|
%
|
(0.4
|
)%
|
||||||||||
Operating expenses
|
10,456
|
10,271
|
185
|
1.8
|
%
|
|||||||||||
Income from operations
|
$
|
262
|
$
|
649
|
$
|
(387
|
)
|
(59.6
|
)%
|
(amounts in thousands)
|
2025
|
2024
|
||||||
Net cash used by operating activities
|
$
|
(536
|
)
|
$
|
1,086
|
|||
Net cash from investing activities
|
23,566
|
(1,227
|
)
|
|||||
Net cash used in financing activities
|
(12,745
|
)
|
(1
|
)
|
||||
Effect of exchange rate changes on cash and cash equivalents
|
38
|
298
|
||||||
Net increase in cash and cash equivalents
|
$
|
10,323
|
$
|
156
|
Item 4.
|
Controls and Procedures.
|
ISSUER PURCHASES OF EQUITY SECURITIES
|
||||||||||||||||
Period
|
(a) Total
number of
shares
purchased
|
(b) Average
price paid
per share
|
(c) Total number of shares
purchased as part of
publicly announced plans
or programs
|
(d) Maximum value of
shares that may yet be
purchased under the plans
or programs
|
||||||||||||
January 1 – January 31, 2025
|
—
|
—
|
—
|
$
|
5,000,000
|
|||||||||||
February 1 – February 28, 2025
|
—
|
—
|
—
|
$
|
5,000,000
|
|||||||||||
March 1 – March 31, 2025
|
|
— |
|
—
|
|
—
|
$
|
5,000,000
|
||||||||
Total
|
—
|
—
|
|
—
|
Exhibit
Number
|
Description
|
3.1
|
|
3.2
|
|
3.3
|
|
3.4
|
|
4.1
|
|
10.1
|
|
10.2
|
|
10.3
|
10.4
|
|
10.5
|
|
10.6
|
|
10.7
|
|
10.8
|
|
10.9
|
|
10.10
|
|
14.1
|
|
Tandy Leather Factory, Inc. Insider Trading Policy
|
|
21.1
|
|
13a-14(a) or 15d-14(a) Certification by the Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended.
|
|
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2022.
|
|
*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.
|
|
TANDY LEATHER FACTORY, INC.
|
||
(Registrant)
|
||
Date: May 12, 2025
|
By:
|
/s/ Johan Hedberg
|
Johan Hedberg
|
||
Chief Executive Officer
|
||
(principal executive officer and principal financial officer)
|
|
• |
Buy or sell securities of the Company or securities of any other company, or recommend the purchase or sale of such securities, based on information that has not been released to
the public;
|
|
• |
Provide information about the Company to others who might buy or sell securities based on that information;
|
|
• |
Buy or sell Company securities if you have the slightest doubt as to whether the information has been released to the public. Generally, you should wait at least two full business
days after information has been released to the public before executing a trade; or
|
|
• |
Engage in “short sales” or “sales against the box” or trade in puts, calls or other options on the Company’s securities. The purpose of this prohibition is to avoid the appearance
that any Company Personnel may be trading on inside information.
|
|
1. |
I have reviewed this quarterly report on Form 10-Q of Tandy Leather Factory, Inc. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
2. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this report;
|
|
3. |
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
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
|
|
4. |
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the Audit Committee of the
registrant’s Board of Directors (or persons performing the equivalent functions):
|
|
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 12, 2025
|
By:
|
/s/ Johan Hedberg
|
Johan Hedberg
|
||
Chief Executive Officer
|
||
(principal executive officer and 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.
|
Date: May 12, 2025
|
By:
|
/s/ Johan Hedberg
|
Johan Hedberg
|
||
Chief Executive Officer
|
||
(principal executive officer and principal financial officer)
|