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
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Date of report (Date of earliest event reported:)
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January 27, 2025
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Tandy Leather Factory, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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(State or Other Jurisdiction of Incorporation
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1-12368
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75-2543540
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(Commission File Number)
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(IRS Employer Identification Number)
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1900 Southeast Loop 820, Fort Worth, Texas
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76140
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(Address of Principal Executive Offices)
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(Zip Code)
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(817) 872-3200
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(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
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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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.0024
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TLF
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Nasdaq
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Entry into a Material Definitive Agreement
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On January 28, 2025, Tandy Leather Factory, Inc. (the “Company”) entered into a commercial lease agreement (the “Lease”) with
Jackson-Shaw/Benbrook North, LP, for new corporate headquarters facilities, including a new primary distribution center, located in Benbrook, Texas. The Lease is expected to commence on or about July 1, 2025, with the Company expected to move the
majority of its operations into the space in September 2025, and runs through September 2035. The Lease provides for initial base rent of approximately, $84,000 per month (increasing annually by approximately 4%) plus net charges for common area
maintenance and other building shared costs estimated to initially be approximately $27,000 per month.
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Item 5.02.
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Departure of Directors or Certain Officers, Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On January 27, 2025, Eric Speron resigned as a member of the Company’s Board of Directors and its Compensation Committee, effective as of January 31,
2025. Mr. Speron’s resignation was not due to any disagreement with the Company. With Mr. Speron’s resignation, the Company will reduce the size of its Board of Directors to six members.
On January 27 , 2025, the Company’s Board of Directors declared a special dividend of $1.50 per share of common stock, payable on February 18, 2025, to
stockholders of record on February 3, 2025.
On January 29, 2025, the Company issued a press release (the “Press Release”) announcing the matters described above. A copy of the Press Release is
attached as Exhibit 99.1.
| Item 9.01 |
Financial Statements and Exhibits.
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(d) Exhibits
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No.
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Exhibit
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Press release dated January 29, 2025
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Exhibit 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
Forward Looking Statements
Certain statements contained in this report and other materials the Company
files with the SEC, as well as information included in oral statements or other written statements made or to be made by the Company, other than statements of historical fact, are forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements generally are accompanied by words such as “may,” “will,” “could,” “should,” “anticipate,” “believe,” “budgeted,”
“expect,” “intend,” “plan,” “project,” “potential,” “estimate,” “continue,” “outlook,” “forecast” or “future,” variations thereof or other similar statements. Please refer to the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2023, for additional information concerning these and other uncertainties that could negatively impact the Company. The Company assumes no obligation to update or otherwise revise its forward-looking statements, except as
required by law.
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.
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TANDY LEATHER FACTORY, INC.
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Date: January 30, 2025
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By: /s/ Johan Hedberg
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Johan Hedberg, Chief Executive Officer |
FOR IMMEDIATE RELEASE
January 29, 2025
Tandy Leather Factory Announces Completion of HQ Sale and Lease of New Space, Dividend to Stockholders
FORT WORTH, TEXAS – January 29, 2025 – Tandy Leather Factory, Inc. (the “Company”, Nasdaq: TLF) today announced that it had closed on the sale of its corporate headquarters facilities, including its
primary distribution center and flagship retail store, to Colonna Brothers, Inc. Concurrently with the closing, the Company entered into lease agreements to remain in its current spaces until approximately September 2025. The Company is
continuing to seek a new location for its Fort Worth flagship store, which remains open at its current site.
The Company also announced that on January 28, 2025, it entered into a ten-year lease for new headquarters and distribution space at Chisolm 20 Commerce Park in Benbrook
Texas, a few miles from its current offices. The lease, for approximately 134,000 square feet, will commence in July (with rent abated through September 2025) and runs through September 2035. Initial rent will be approximately $111,000 per month
(including taxes, maintenance and other net charges).
The Company also announced that its Board of Directors had declared the payment of a special cash dividend to its stockholders of $1.50 per share of common stock held.
The dividend will be paid on or about February 18, 2025, to stockholders of record at the close of trading on February 3.
Jeff Gramm, the Company’s Chairman, said, “We are happy to have closed the sale of Tandy’s current facilities and to have found a new space that will keep Tandy
headquartered in the Fort Worth area. Our new space is better sized for Tandy’s operations, and these transactions have allowed us to monetize an under-utilized asset for the benefit of our owners. We are pleased to be able to return a substantial
portion of the sale proceeds to our stockholders in the form of a dividend. After we have successfully executed our headquarters and flagship store moves, the board will consider paying an additional special dividend to our stockholders. As we
look to the future, our goals are straightforward. We want to grow our sales, improve our profitability, and return excess cash to shareholders, all while solidifying our position as the world’s leading leathercraft supplier.”
Johan Hedberg, the Company’s CEO, added, “In my first few weeks at Tandy Leather, I’ve been impressed by the energy of our employees and their passion for
leathercrafting and our customers. We have our work cut out for us this year, with a complicated headquarters move and the relocation of our most profitable retail store. Tandy will also have to contend with higher expenses associated with our new
leased facilities. I know we are up to the challenge, and my goal is to return this company to a profitable growth trajectory while continuing to provide top-notch products, service and engaging leather crafting classes at all our store locations to
our dedicated customers.”
The Company further announced that current Director Eric Speron will step down from the Company’s Board as of January 31, 2025. Mr. Speron stated, “Realizing an asset value north of our asking price for our headquarters buildings was the product of the strength of the Fort Worth market but also the people involved who showed
patience, preparation and resolve. It has been an honor to work closely alongside our chairman and the Board. I look forward to seeing them, our management and employees continue to work with the same determination demonstrated during my tenure.”
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 99 North American stores (including two temporarily closed for relocation) located in 40 US states and six Canadian provinces, and one
store located in Spain. Its common stock trades on the Nasdaq Capital Market under 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: Jeff Gramm, Tandy Leather Factory, Inc. (817) 872-3200 or jeff@banderapartners.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.
