What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-04-18 compared with 2024-04-12 · 1243 added, 698 removed, 472 unchanged (80% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter ended January 28, 2024.

Based on this evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were effective as of January 28, 2024, the end of the period covered by this annual report, to provide reasonable assurance that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934, as amended, is accumulated and communicated to the Company’s management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure and are effective to provide reasonable assurance that such information is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.

Management ’ s Report on Internal Control over Financial Reporting

In accordance with Section 404 of the Sarbanes-Oxley Act and SEC rules thereunder, management has conducted an assessment of our internal control over financial reporting as of January 28, 2024, based on the framework in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Management’s report regarding that assessment is included on page F-2 of this report, with our consolidated financial statements, and is incorporated herein by reference.

Our management, with the participation of our

principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures as

of the end of the fiscal year ended February 2, 2025.

Based on this evaluation, our principal executive officer and our principal financial

officer concluded that our disclosure controls and procedures were effective as of February 2, 2025, the end of the period covered by

this annual report, to provide reasonable assurance that information required to be disclosed in the reports that we file or submit under

the Securities Exchange Act of 1934, as amended, is accumulated and communicated to the Company’s management, including our principal

executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure and are effective

to provide reasonable assurance that such information is recorded, processed, summarized and reported within the time periods specified

in the Securities and Exchange Commission’s rules and forms.

Management’s Report on Internal Control

over Financial Reporting

In accordance with Section 404 of the Sarbanes-Oxley

Act and SEC rules thereunder, management has conducted an assessment of our internal control over financial reporting as of February 2,

2025, based on the framework in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations

of the Treadway Commission.

Management’s report regarding that assessment is included on page F-2 of this report, with our consolidated

financial statements, and is incorporated herein by reference.

Report of Registered Public Accounting Firm

Our independent registered public accounting firm, KPMG LLP, audited the consolidated financial statements included in this annual report on Form 10-K and has issued an audit report on the effectiveness of our internal control over financial reporting.

KPMG’s report is included on page F-3 and F-4 of this report, with our consolidated financial statements, and is incorporated herein by reference.

Changes in Internal Control over Financial Reporting

We have integrated Sunset West into our overall internal control structure over financial reporting processes.

As previously disclosed, during the third quarter of fiscal 2024, we implemented a new Enterprise Resource Planning system at the legacy Hooker divisions and for consolidated reporting.

This new system resulted in changes to certain of our processes and procedures for internal control over financial reporting.

We assessed the control design during implementation and conducted post-implementation monitoring and testing to ensure the effectiveness of internal controls over financial reporting.

There were no other changes in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter that has materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Our independent registered public accounting firm,

KPMG LLP, audited the consolidated financial statements included in this annual report on Form 10-K and has issued an audit report on

the effectiveness of our internal control over financial reporting.

KPMG’s report is included on page F-3 and F-4 of this report,

with our consolidated financial statements, and is incorporated herein by reference.

Changes in Internal Control over Financial

There were no other changes in the Company’s

internal control over financial reporting that occurred during the Company’s most recent fiscal quarter that has materially affected,

or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

OTHER INFORMATION

During the fourth quarter of fiscal 2024, no director or officer of the Company adopted, terminated or modified a ‘ Rule 10b5-1 trading arrangement ’ or ‘ non-Rule 10b5-1 trading arrangement ,’ as each term is defined in Item 408(a) of Regulation S-K.

During the fourth quarter of fiscal 2025, no director or officer of

the Company adopted, terminated or modified a ‘ Rule 10b5-1 trading arrangement ’ or ‘ non-Rule 10b5-1 trading arrangement ,’

as each term is defined in Item 408(a) of Regulation S-K.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

1 unchanged sentence

Hooker Furnishings Corporation

In accordance with General Instruction G (3) of Form 10-K, most of the information called for by Items 10, 11, 12, 13 and 14 of Part III will be incorporated by reference to the Company’s definitive Proxy Statement for its Annual Meeting of Shareholders scheduled to be held June 4, 2024 (the “2024 Proxy Statement”), as set forth below.

In accordance with General Instruction G(3) of

Form 10-K, most of the information called for by Items 10, 11, 12, 13 and 14 of Part III will be incorporated by reference to the Company’s

definitive Proxy Statement for its Annual Meeting of Shareholders scheduled to be held June 3, 2025 (the “2025 Proxy Statement”),

as set forth below.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Information relating to our directors will be set forth under the caption “Proposal One-Election of Directors” in the 2024 Proxy Statement and is incorporated herein by reference.

Information relating to our executive officers is included in Part I of this report under the caption “Information about our Executive Officers” and is incorporated herein by reference.

Information relating to compliance with Section 16(a) of the Exchange Act will be set forth under the caption “Delinquent Section 16(a) Reports” in the 2024 Proxy Statement and is incorporated herein by reference.

Information relating to the code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions will be set forth under the caption “Code of Business Conduct and Ethics” in the 2024 Proxy Statement and is incorporated herein by reference.

Information relating to material changes, if any, in the procedures by which shareholders may recommend nominees for our Board of Directors will be set forth under the caption “Procedures for Shareholder Recommendations of Director Nominees” in the 2024 Proxy Statement and is incorporated herein by reference.

Information relating to the Audit Committee of our Board of Directors, including the composition of the Audit Committee and the Board’s determinations concerning whether certain members of the Audit Committee are “financial experts” as that term is defined under Item 407(d)(5) of Regulation S-K will be set forth under the captions “Corporate Governance” and “Audit Committee” in the 2024 Proxy Statement and is incorporated herein by reference.

Information relating to our directors will be

set forth under the caption “Proposal One-Election of Directors” in the 2025 Proxy Statement and is incorporated herein by

Information relating to our executive officers

is included in Part I of this report under the caption “Information about our Executive Officers” and is incorporated herein

by reference.

Information relating to compliance with Section

16(a) of the Exchange Act will be set forth under the caption “Delinquent Section 16(a) Reports” in the 2025 Proxy Statement

and is incorporated herein by reference.

Information relating to the code of ethics that

applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing

similar functions will be set forth under the caption “Code of Business Conduct and Ethics” in the 2025 Proxy Statement and

is incorporated herein by reference.

Information relating to insider trading policy

that applies to our directors, principal executive officers and employees will be set forth under the caption “Insider Trading Policy”

in the 2025 Proxy Statement and is incorporated herein by reference.

Information relating to material changes, if any,

in the procedures by which shareholders may recommend nominees for our Board of Directors will be set forth under the caption “Procedures

for Shareholder Recommendations of Director Nominees” in the 2025 Proxy Statement and is incorporated herein by reference.

Information relating to the Audit Committee of

our Board of Directors, including the composition of the Audit Committee and the Board’s determinations concerning whether certain

members of the Audit Committee are “financial experts” as that term is defined under Item 407(d)(5) of Regulation S-K will

be set forth under the captions “Corporate Governance” and “Audit Committee” in the 2025 Proxy Statement and is

incorporated herein by reference.

EXECUTIVE COMPENSATION

Information relating to this item will be set forth under the captions “Report of the Compensation Committee,” “Executive Compensation” and “Director Compensation” in the 2024 Proxy Statement and is incorporated herein by reference.

Information relating to this item will be set

forth under the captions “Report of the Compensation Committee,” “Compensation Discussion and Analysis (CD&A) Executive

Compensation” including the executive compensation tables and disclosures following the CD&A and “Director Compensation”

in the 2025 Proxy Statement and is incorporated herein by reference.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS

Information relating to this item will be set forth under the captions “Equity Compensation Plan Information” and “Security Ownership of Certain Beneficial Owners and Management” in the 2024 Proxy Statement and is incorporated herein by reference.

Information relating to this item will be set

forth under the captions “Equity Compensation Plan Information” and “Security Ownership of Certain Beneficial Owners

and Management” in the 2025 Proxy Statement and is incorporated herein by reference.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Information relating to this item will be set forth in the last two paragraphs under the caption “Audit Committee” and the caption “Corporate Governance” in the 2024 Proxy Statement and is incorporated herein by reference.

Information relating to this item will be set

forth in the last two paragraphs under the caption “Audit Committee” and the caption “Corporate Governance” in

the 2025 Proxy Statement and is incorporated herein by reference.

PRINCIPAL ACCOUNTING FEES AND SERVICES

Information relating to this item will be set forth under the caption “Proposal Three - Ratification of Selection of Independent Registered Public Accounting Firm” in the 2024 Proxy Statement and is incorporated herein by reference.

Information relating to this item will be set

forth under the caption “Proposal Three - Ratification of Selection of Independent Registered Public Accounting Firm” in the

2025 Proxy Statement and is incorporated herein by reference.

Hooker Furnishings Corporation

4 unchanged sentences

Reports of Independent Registered Public Accounting Firm

Consolidated Balance Sheets as of January 28, 2024 and January 29, 2023

Consolidated Statements of Operations for the fifty-two-week periods ended January 28, 2024, January 29, 2023, and January 30, 2022

Consolidated Statements of Comprehensive Income/(Loss) for the fifty-two-week periods ended January 28, 2024, January 29, 2023, and January 30, 2022

Consolidated Statements of Cash Flows for the fifty-two-week periods ended January 28, 2024, January 29, 2023, and January 30, 2022

Consolidated Statements of Shareholders’ Equity for the fifty-two-week periods ended January 28, 2024, January 29, 2023, and January 30, 2022

Consolidated Balance Sheets as of February 2, 2025 and January 28, 2024

Consolidated Statements of Operations for the fifty-three-week period ended February 2, 2025 and the fifty-two-week periods ended January 28, 2024 and January 29, 2023

Consolidated Statements of Comprehensive (Loss) / Income for the fifty-three-week period ended February 2, 2025 and the fifty-two-week periods ended January 28, 2024 and January 29, 2023

Consolidated Statements of Cash Flows for the fifty-three-week period ended February 2, 2025 and the fifty-two-week periods ended January 28, 2024 and January 29, 2023

Consolidated Statements of Shareholders’ Equity for the fifty-three-week period ended February 2, 2025 and the fifty-two-week periods ended January 28, 2024 and January 29, 2023

Notes to Consolidated Financial Statements

(2) Financial Statement Schedules:

Financial Statement Schedules have been omitted because the information required has been separately disclosed in the consolidated financial statements or related notes.

Financial Statement Schedules have been

omitted because the information required has been separately disclosed in the consolidated financial statements or related notes.

(b) Exhibits:

Amended and Restated Articles of Incorporation of the Company, as amended September 16, 2021 (incorporated by reference to Exhibit 3.1 of the Company’s Form 10-Q (SEC File No.

Amended and Restated Articles of Incorporation of the Company, as amended September 16, 2021 (incorporated by reference to Exhibit

3.1 of the Company’s Form 10-Q (SEC File No.

000-25349) for the quarter ended October 31, 2021) Amended and Restated Articles of Incorporation of the Company, as amended September 16, 2021 (incorporated by reference to Exhibit

3.1 of the Company’s Form 10-Q (SEC File No.

000-25349) for the quarter ended October 31, 2021)

Amended and Restated Bylaws of the Company as amended September 5, 2023 (incorporated by reference to Exhibit 3.2 of the Company’s Form 10-Q (SEC File No.

3.2 Amended and Restated Bylaws of the Company as amended September 5, 2023 (incorporated by reference to Exhibit 3.2 of the Company’s

Form 10-Q (SEC File No.

000-25349) filed on September 8, 2023)

1 unchanged sentence

4.2 Amended and Restated Bylaws of the Company (See Exhibit 3.2)

Description of the Company’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (incorporated by reference to Exhibit 4.3 of the Company’s Annual Report on Form 10-K (SEC File No.

4.3 Description of the Company’s Securities Registered Pursuant to Section 12 of the Securities Exchange

Act of 1934, as amended (incorporated by reference to Exhibit 4.3 of the Company’s Annual Report on Form 10-K (SEC File No.

for the year ended February 2, 2020).

Pursuant to Regulation S-K, Item 601(b)(4)(iii), instruments, if any, evidencing long-term debt not exceeding 10% of the Company’s total assets have been omitted and will be furnished to the Securities and Exchange Commission upon request.

Form of Executive Life Insurance Agreement dated December 31, 2003, between the Company and certain of its executive officers (incorporated by reference to Exhibit 10.1 of the Company’s Form 10-Q (SEC File No.

000-25349) for the quarter ended February 29, 2004)*

Form of Outside Director Restricted Stock Agreement (incorporated by reference to Exhibit 99.1 of the Company’s Current Report on Form 8-K (SEC File No.

Pursuant to Regulation

S-K, Item 601(b)(4)(iii), instruments, if any, evidencing long-term debt not exceeding 10% of the Company’s total assets have been

omitted and will be furnished to the Securities and Exchange Commission upon request.

10.1(a) Form of Executive Life Insurance Agreement dated December 31, 2003, between the Company and certain of

its executive officers (incorporated by reference to Exhibit 10.1 of the Company’s Form 10-Q (SEC File No.

000-25349) for the quarter

ended February 29, 2004)*

10.1(b) Form of Outside Director Restricted Stock Agreement (incorporated by reference to Exhibit 99.1 of the

Company’s Current Report on Form 8-K (SEC File No.

000-25349) filed on January 17, 2006)*

2020 Amendment and Restatement of the Hooker Furniture Corporation Stock Incentive Plan (incorporated by reference to Appendix A of the Company’s Definitive Proxy Statement dated May 8, 2020 (SEC File No.

2010 Amended and Restated Hooker Furniture Corporation Supplemental Retirement Income Plan, dated as of June 8, 2010 (incorporated by reference to Exhibit 10.1 of the Company’s Form 10-Q (SEC File No.

000-25349) for the quarter ended October 31, 2010)*

Form of Time-Based Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (SEC File No.

000-25349) filed on February 13, 2012)*

Form of Performance Grant Agreement (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K (SEC File No.

000-25349) filed on February 13, 2012)*

Form of Performance Share Agreement (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K (SEC File No.

000-25349) filed on May 11, 2018)*

First Amendment to the 2010 Amended and Restated Hooker Furniture Corporation Supplemental Retirement Income plan (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (SEC File No.

by reference to Appendix A of the Company’s Definitive Proxy Statement dated May 3, 2024 (SEC File No.

10.1(d) 2010 Amended and Restated Hooker Furniture Corporation Supplemental Retirement Income Plan, dated as of

June 8, 2010 (incorporated by reference to Exhibit 10.1 of the Company’s Form 10-Q (SEC File No.

000-25349) for the quarter ended

October 31, 2010)*

10.1(e) Form of Performance Stock Units Grant Agreement (incorporated by reference to Exhibit 10.1 of the Company’s

Quarterly Report on Form 10-Q (SEC File No.

000-25349) for the quarter ended July 28, 2024)*

10.1(f) Form of RSU Time-based Vesting Grant Agreement (incorporated by reference to Exhibit 10.2 of the Company’s

Quarterly Report on Form 10-Q (SEC File No.

000-25349) for the quarter ended July 28, 2024)*

10.1(j) First Amendment to the 2010 Amended and Restated Hooker Furniture Corporation Supplemental Retirement Income plan (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (SEC File No.

000-25349) filed with the SEC on November 15, 2019)*

Employment Agreement, dated July 13, 2022, by and between Hooker Furnishings Corporation and Jeremy R.

10.1(k) Employment Agreement, dated February 20, 2025, by and between Hooker Furnishings Corporation and Jeremy

Hoff (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (SEC File No.

000-25349) filed on July 18, 2022).*

Employment Agreement, dated July 13, 2022, by and between Hooker Furnishings Corporation and Paul A.

Huckfeldt (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (SEC File No.

000-25349) filed on July 18, 2022).*

Employment Agreement, dated July 13, 2022, by and between Hooker Furnishings Corporation and Anne J.

000-25349) filed on

February 26, 2025).*

10.1(l) Employment Agreement, dated February 20, 2025, by and between Hooker Furnishings Corporation and C.

Armstrong, III (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (SEC File No.

000-25349) filed

on February 26, 2025).*

10.1(m) Employment Agreement, dated February 20, 2025, by and between Hooker Furnishings Corporation and Anne

Smith (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K (SEC File No.

000-25349) filed on July 18, 2022).*

Employment Agreement, dated July 13, 2022, by and between Hooker Furnishings Corporation and Tod R.

Phelps (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K (SEC File No.

000-25349) filed on July 18, 2022).*

Second Amended and Restated Loan Agreement, dated as of September 29, 2017, between Bank of America, N.A.

and Hooker Furniture Corporation, Bradington-Young, LLC, Sam Moore Furniture LLC and Home Meridian Group, LLC (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K (SEC File No.

000-25349) filed on September 29, 2017)

First Amendment to Second Amended and Restated Loan Agreement, dated as of February 1, 2019, between Bank of America, N.A.

and Hooker Furniture Corporation, Bradington-Young, LLC, Sam Moore Furniture LLC and Home Meridian Group, LLC.

(incorporated by reference to Exhibit 10.2(d) of the Company’s Form 10-K (SEC File No.

000-25349) filed on April 19, 2019)

Second Amendment to the Second Amended and Restated Loan Agreement, dated as of November 4, 2020, between Bank of America, N.A.

and Hooker Furniture Corporation, Bradington-Young, LLC, Sam Moore Furniture LLC, and Home Meridian Group, LLC (incorporated by reference to Exhibit 10.1 of the Company’s Form 10-Q (SEC File No.

000-25349) filed on

February 26, 2025).*

10.2 Amended and Restated Loan and Security Agreement, dated as of December 5, 2024, between Bank of America,

and Hooker Furnishings Corporation, Bradington-Young, LLC, Sam Moore Furniture LLC and Home Meridian Group, LLC (incorporated by

reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (SEC File No.

000-25349) filed on December 6, 2024).

Third Amendment to Second Amended and Restated Loan Agreement, dated as of January 27, 2021, between Bank of America, N.A.

and Hooker Furniture Corporation, Bradington-Young, LLC, Sam Moore Furniture LLC and Home Meridian Group, LLC (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K (SEC File No.

000-25349) filed on January 28, 2021)

Fourth Amendment to Second Amended and Restated Loan Agreement, dated as of July 26, 2022, between Bank of America, N.A.

and Hooker Furnishings Corporation, Bradington-Young, LLC, Sam Moore Furniture LLC and Home Meridian Group, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (SEC File No.

000-25349) filed on July 28, 2022).

Security Agreement (Assignment of Life Insurance Policy as Collateral), dated July 26, 2022, by and between Hooker Furnishings Corporation and Bank of America, N.A.

(incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (SEC File No.

000-25349) filed on July 28, 2022)

10.3 Asset Purchase Agreement dated January 31, 2022 by and among the Company, Sunset West, Wes Stewart, Heath Malone and Martin Jamroz (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K (SEC File No.

000-25349) filed on February 1, 2022)

19.1 Hooker Furniture Corporation Insider trading policy (filed herewith)

21 List of Subsidiaries:

Bradington-Young LLC, a North Carolina limited liability company

Home Meridian Group, LLC, a Virginia limited liability company

Sam Moore Furniture LLC, a Virginia limited liability company

Bradington-Young LLC,

a North Carolina limited liability company

Home Meridian Group,

LLC, a Virginia limited liability company

Sam Moore Furniture

LLC, a Virginia limited liability company

23 Consent of Independent Registered Public Accounting Firm (filed herewith)

1 unchanged sentence

31.2 Rule 13a-14(a) Certification of the Company’s principal financial officer (filed herewith)

Rule 13a-14(b) Certification of the Company’s principal executive officer and principal financial officer pursuant to 18 U.S.C.

32.1 Rule 13a-14(b) Certification of the Company’s principal executive officer and principal financial

officer pursuant to 18 U.S.C.

Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)

Hooker Furnishings Corporation Compensation Recoupment Policy, as amended and restated on September 5, 2023 (filed herewith)

The following financial statements from the Company's Annual Report on Form 10-K for the fiscal year ended January 28, 2024, formatted in Interactive Extensible Business Reporting Language (“IXBRL”):

(i) consolidated balance sheets, (ii) consolidated statements of operations, (iii) consolidated statements of comprehensive income, (iv) consolidated statements of cash flows, (v) consolidated statements of shareholders’ equity and (vi) the notes to the consolidated financial statements, tagged as blocks of text (filed herewith)

97 Hooker Furnishings Corporation Compensation Recoupment Policy, as amended and restated on September 5, 2023 (incorporated by reference to Exhibit 97 to the Company’s Annual Report on Form 10-K (SEC File No.

000-25349) filed on April 12, 2024)

101 The following financial statements from the Company’s Annual Report on Form 10-K for the fiscal year ended

February 2, 2025, formatted in Interactive Extensible Business Reporting Language (“IXBRL”):

(i) consolidated balance sheets,

(ii) consolidated statements of operations, (iii) consolidated statements of comprehensive (loss)/income, (iv) consolidated statements

of cash flows, (v) consolidated statements of shareholders’ equity and (vi) the notes to the consolidated financial statements,

tagged as blocks of text (filed herewith)

104 Cover page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

1 unchanged sentence

FORM 10-K SUMMARY

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Pursuant to the requirements of Section 13 or

15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,

thereunto duly authorized.

HOOKER FURNISHINGS CORPORATION

1 unchanged sentence

/s/ Jeremy R.

Chief Executive Officer and Director (Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Chief Executive Officer and Director

(Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934,

this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ Jeremy R.

2 unchanged sentences

Director (Principal Executive Officer)

Senior Vice President - Finance and Accounting

Earl Armstrong III

Senior Vice President - Finance

April 18, 2025

Earl Armstrong III

and Chief Financial Officer (Principal

13 unchanged sentences

April 18, 2025

HOOKER FURNISHINGS CORPORATION AND SUBSIDIARIES

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Management’s Report on Internal Control Over Financial Reporting

Reports of Independent Registered Public Accounting Firm (PCAOB ID 185 )

Consolidated Balance Sheets as of January 28, 2024 and January 29, 2023

Consolidated Statements of Operations for the fifty-two-week periods ended January 28, 2024, January 29, 2023, and January 30, 2022

Consolidated Statements of Comprehensive Income/(Loss) for the fifty-two-week periods ended January 28, 2024, January 29, 2023, and January 30, 2022

Consolidated Statements of Cash Flows for the fifty-two-week periods ended January 28, 2024, January 29, 2023, and January 30, 2022

Consolidated Statements of Shareholders’ Equity for the fifty-two-week periods ended January 28, 2024, January 29, 2023, and January 30, 2022

Notes to Consolidated Financial Statements

MANAGEMENT ’ S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Management’s Report on Internal Control Over Financial Reporting F-2

Reports of Independent Registered Public Accounting Firm (PCAOB ID 185 ) F-3

Consolidated Balance Sheets as of February 2, 2025 and January 28, 2024 F-5

Consolidated Statements of Operations for the fifty-three-week period ended February 2, 2025 and the fifty-two-week periods ended January 28, 2024 and January 29, 2023 F-6

Consolidated Statements of Comprehensive (Loss)/Income for the fifty-three-week period ended February 2, 2025 and the fifty-two-week periods ended January 28, 2024 and January 29, 2023 F-7

Consolidated Statements of Cash Flows for the fifty-three-week period ended February 2, 2025 and the fifty-two-week periods ended January 28, 2024 and January 29, 2023.

Consolidated Statements of Shareholders’ Equity for the fifty-three-week period ended February 2, 2025 and the fifty-two-week periods ended January 28, 2024 and January 29, 2023 F-9

Notes to Consolidated Financial Statements F-10

MANAGEMENT’S REPORT ON INTERNAL

CONTROL OVER FINANCIAL REPORTING

To the Shareholders of

1 unchanged sentence

Martinsville, Virginia

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Securities Exchange Act Rule 13a-15(f).

Under the supervision and with the participation of management, including the principal executive officer and principal financial officer, the Company conducted an evaluation of the effectiveness of its internal control over financial reporting based on the framework in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Based on the Company’s evaluation under that framework, management concluded that the Company’s internal control over financial reporting was effective as of January 28, 2024.

The effectiveness of the Company’s internal control over financial reporting as of January 28, 2024 has been audited by KPMG LLP, the Company’s independent registered public accounting firm, as stated in their report which is included herein.

Management is responsible for establishing and

maintaining adequate internal control over financial reporting, as defined in Securities Exchange Act Rule 13a-15(f).

Under the supervision

and with the participation of management, including the principal executive officer and principal financial officer, the Company conducted

an evaluation of the effectiveness of its internal control over financial reporting based on the framework in Internal Control—Integrated

Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Based on the Company’s

evaluation under that framework, management concluded that the Company’s internal control over financial reporting was effective

as of February 2, 2025.

The effectiveness of the Company’s internal

control over financial reporting as of February 2, 2025 has been audited by KPMG LLP, the Company’s independent registered public

accounting firm, as stated in their report which is included herein.

Chief Executive Officer and Director

1 unchanged sentence

April 18, 2025

Senior Vice President – Finance and Accounting

Earl Armstrong III

Senior Vice President – Finance

and Chief Financial Officer

1 unchanged sentence

April 18, 2025

Report of Independent Registered Public Accounting Firm

Report of Independent Registered Public Accounting

To the Shareholders and Board of Directors

1 unchanged sentence

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Hooker Furnishings Corporation and subsidiaries (the Company) as of January 28, 2024 and January 29, 2023, the related consolidated statements of operations, comprehensive income/(loss), cash flows, and shareholders’ equity for each of the years in the three-year period ended January 28, 2024, and the related notes (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of January 28, 2024 and January 29, 2023, and the results of its operations and its cash flows for each of the years in the three-year period ended January 28, 2024, in conformity with U.S.

We have audited the accompanying consolidated

balance sheets of Hooker Furnishings Corporation and subsidiaries (the Company) as of February 2, 2025 and January 28, 2024, the related

consolidated statements of operations, comprehensive (loss)/income, cash flows, and shareholders’ equity for each of the years in

the three-year period ended February 2, 2025, and the related notes (collectively, the consolidated financial statements).

In our opinion,

the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of February 2,

2025 and January 28, 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended February

2, 2025, in conformity with U.S.

generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of January 28, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated April 12, 2024 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

We also have audited, in accordance with the standards

of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting

as of February 2, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee

of Sponsoring Organizations of the Treadway Commission, and our report dated April 18, 2025 expressed an unqualified opinion on the effectiveness

of the Company’s internal control over financial reporting.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide a reasonable basis for our opinion.

These consolidated financial statements are the

responsibility of the Company’s management.

Our responsibility is to express an opinion on these consolidated financial statements

based on our audits.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the

Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission

and the PCAOB.

We conducted our audits in accordance with the

standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated

financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess

the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures

that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the

consolidated financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by

management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide

a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Sufficiency of audit evidence over the implementation of a cloud-based enterprise resource planning system

As discussed in Note 9 to the consolidated financial statements, the Company completed the implementation of a cloud-based Enterprise Resource Planning system for the legacy Hooker divisions and consolidated reporting (the ERP implementation) during 2023.

The ERP implementation impacted a high volume of transactions, all financial statement account balances, and certain disclosures.

We identified the evaluation of the sufficiency of audit evidence over the ERP implementation as a critical audit matter.

A high degree of complex auditor judgment and the involvement of information technology (IT) professionals with specialized skills and knowledge were required to evaluate program development, configurations, interfaces and access rights of certain IT applications.

The following are the primary procedures we performed to address this critical audit matter.

We applied auditor judgment to determine the nature and extent of procedures to be performed over the ERP implementation.

We involved IT professionals with specialized skills and knowledge, who assisted in:

obtaining an understanding of the relevant IT systems

evaluating the design and testing the operating effectiveness of general IT controls, including controls related to program development

evaluating the design and testing the operating effectiveness of certain IT application controls, including inspecting and evaluating configurations, interfaces, and access rights of certain IT applications.

We evaluated the sufficiency of audit evidence obtained by assessing the results of procedures performed, including the appropriateness of the nature and extent of the audit effort.

We have served as the Company’s auditor since 2003.

Raleigh, North Carolina

The critical audit matter communicated below is

a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated

to the audit committee and that:

(1) relates to accounts or disclosures that are material to the consolidated financial statements and

(2) involved our especially challenging, subjective, or complex judgments.

The communication of a critical audit matter does not alter

in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit

matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Sufficiency of audit evidence over revenue

As discussed in Note 1 to the consolidated financial

statements, the Company generates revenue primarily through the sale of home furnishings and hospitality furniture products.

recognized by the Company at the time of shipment to the customer.

The Company recorded $397.5 million of net sales for the fiscal year

ended February 2, 2025.

We identified the evaluation of the sufficiency

of audit evidence over revenue as a critical audit matter.

Subjective auditor judgment was required due to the highly automated nature

of certain processes to record revenue that involved interfacing data across multiple information technology (IT) systems and the overall

volume of transactions.

Additionally, IT professionals with specialized skills and knowledge were required to evaluate the nature and

extent of evidence obtained over revenue.

The following are the primary procedures we performed

to address this critical audit matter.

We applied auditor judgment to determine the nature and extent of procedures to be performed over

processing and recording of revenue.

We involved IT professionals with specialized skills and knowledge, who assisted in 1) gaining an

understanding of the systems used in the Company’s recognition of revenue and 2) evaluating the design and testing the operating

effectiveness of certain internal controls over the revenue process.

This included general IT and certain application controls interacting

within the Company’s revenue recognition process.

For a sample of revenue transactions, we assessed the recorded amount by comparing

to underlying documentation, including invoices, cash receipts, bills of lading, and contracts with customers.

We evaluated the sufficiency

of audit evidence obtained by assessing the results of procedures performed, including the appropriateness of the nature and extent of

such evidence.

We have served as the Company’s auditor

Charlotte, North Carolina

April 18, 2025

Report of Independent Registered Public Accounting Firm

Report of Independent Registered Public Accounting

To the Shareholders and Board of Directors

1 unchanged sentence

Opinion on Internal Control Over Financial Reporting

We have audited Hooker Furnishings Corporation and subsidiaries' (the Company) internal control over financial reporting as of January 28, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of January 28, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of January 28, 2024 and January 29, 2023, the related consolidated statements of operations, comprehensive income/(loss), cash flows, and shareholders’ equity for each of the years in the three-year period ended January 28, 2024, and the related notes (collectively, the consolidated financial statements), and our report dated April 12, 2024 expressed an unqualified opinion on those consolidated financial statements.

We have audited Hooker Furnishings Corporation

and subsidiaries' (the Company) internal control over financial reporting as of February 2, 2025, based on criteria established in Internal

Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of February 2, 2025,

based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations

of the Treadway Commission.

We also have audited, in accordance with the standards

of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of February

2, 2025 and January 28, 2024, the related consolidated statements of operations, comprehensive (loss)/income, cash flows, and shareholders’

equity for each of the years in the three-year period ended February 2, 2025, and the related notes (collectively, the consolidated financial

statements), and our report dated April 18, 2025 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

Our audit also included performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed 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.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Raleigh, North Carolina

The Company’s management is responsible

for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over

financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting.

Our responsibility

is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting

firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities

laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the

standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective

internal control over financial reporting was maintained in all material respects.

Our audit of internal control over financial reporting

included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists,

and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

Our audit also included

performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis

for our opinion.

Definition and Limitations of Internal Control

Over Financial Reporting

A company’s internal control over financial

reporting is a process designed 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.

A company’s internal control

over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,

accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions

are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and

that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition

of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal

control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future

periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance

with the policies or procedures may deteriorate.

Charlotte, North Carolina

April 18, 2025

HOOKER FURNISHINGS CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

HOOKER FURNISHINGS CORPORATION

AND SUBSIDIARIES

CONSOLIDATED BALANCE

(In thousands)

1 unchanged sentence

Cash and cash equivalents

Trade accounts receivable, net

(See notes 5 and 6)

Trade accounts receivable, net (See notes 5 and 6)

Inventories (see note 7)

14 unchanged sentences

Accrued salaries, wages and benefits

Accrued income taxes

Customer deposits

9 unchanged sentences

Shareholders’ equity

Common stock, no par value, 20,000 shares authorized,

10,672 and 11,197 shares issued and outstanding on each date

Common stock, no par value, 20,000 shares authorized, 10,703 and 10,672 shares issued and outstanding on each date

Retained earnings

3 unchanged sentences

See accompanying Notes to Consolidated Financial Statements.

HOOKER FURNISHINGS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

For the 52 Week Periods Ended January 28, 2024, January 29, 2023, and January 30, 2022

HOOKER FURNISHINGS CORPORATION

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS

OF OPERATIONS

(In thousands, except per

For the 53 Week Period Ended February 2, 2025 and the 52 Week Periods Ended January 28, 2024 and January 29, 2023

Cost of sales

3 unchanged sentences

Intangible asset amortization

Operating income / (loss)

Operating (loss) / income

Other income, net

Interest expense, net

Income / (Loss) before income taxes

Income tax expense / (benefit)

Net income / (loss)

Earnings / (Loss) per share:

(Loss) / income before income taxes

Income tax (benefit) / expense

Net (loss) / income

(Loss) / earnings per share:

Weighted average shares outstanding:

1 unchanged sentence

See accompanying Notes to Consolidated Financial Statements.

HOOKER FURNISHINGS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/(LOSS)

HOOKER FURNISHINGS CORPORATION

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS

OF COMPREHENSIVE (LOSS) / INCOME

(In thousands)

For the 52 Week Periods Ended January 28, 2024, January 29, 2023, and January 30, 2022

Net Income/(Loss)

For the 53 Week Period Ended February 2, 2025 and the 52 Week Periods Ended January 28, 2024 and January 29, 2023

Net (Loss) / Income

Other comprehensive income:

Actuarial adjustments

Income tax effect on adjustments

Actuarial adjustment

Income tax effect on adjustment

Adjustments to net periodic benefit cost

Total Comprehensive Income/(Loss)

Total Comprehensive (Loss) / Income

See accompanying Notes to Consolidated Financial Statements.

HOOKER FURNISHINGS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

HOOKER FURNISHINGS CORPORATION

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS

OF CASH FLOWS

(In thousands)

For the 52 Week Periods Ended January 28, 2024, January 29, 2023, and January 30, 2022

For the 53 Week Periods Ended February 2, 2025 and the 52 Week Periods Ended January 28, 2024 and January 29, 2023

Operating Activities:

Net income/(loss)

Adjustments to reconcile net income to net cash

provided by operating activities:

Net (loss) / income

Adjustments to reconcile net income to net cash provided by operating activities:

Inventory valuation expense

Trade name impairment charge

Depreciation and amortization

15 unchanged sentences

Deferred compensation

Net cash provided by/(used in) operating activities

Net cash (used in) / provided by operating activities

Investing Activities:

5 unchanged sentences

Financing Activities:

Purchase and retirement of common stock

Cash dividends paid

Proceeds from revolving credit facility

Payments for long-term loans

Cash dividends paid

Debt issuance cost

Purchase and retirement of common stock

Proceeds from long-term loans

Proceeds from revolving credit facility

Payments for revolving credit facility

Debt issuance cost

Net cash (used in)/provided by financing activities

Net increase/(decrease) in cash and cash equivalents

Net (decrease) / increase in cash and cash equivalents

Cash and cash equivalents at the beginning of year

2 unchanged sentences

Interest paid, net

Income taxes paid, net

Income taxes (refund) / paid, net

Supplemental schedule of noncash investing activities:

(Decrease)/Increase in lease liabilities arising from obtaining right-of-use assets

Increase / (Decrease) in lease liabilities arising from obtaining right-of-use assets

Increase in property and equipment through accrued purchases

See accompanying Notes to Consolidated Financial Statements.

HOOKER FURNISHINGS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

HOOKER FURNISHINGS CORPORATION

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS

OF SHAREHOLDERS’ EQUITY

(In thousands, except per share data)

For the 52 Week Periods Ended January 28, 2024, January 29, 2023, and January 30, 2022

For the 53 Week Period Ended February 2, 2025 and the 52 Week Periods Ended January 28, 2024 and January 29, 2023

Comprehensive

Shareholders’

Income / (Loss)

Balance at January 30, 2022

1 unchanged sentence

Cash dividends paid and accrued ($ 0.82 per share)

Purchase and retirement of common stock

Restricted stock grants, net of forfeitures

11 unchanged sentences

Cash dividends paid and accrued ($ 0.92 per share)

Purchase and retirement of common stock

Restricted stock grants, net of forfeitures

1 unchanged sentence

Performance-based restricted stock units cost

Balance at January 28, 2024

See accompanying Notes to Consolidated Financial Statements.

Balance at February 2, 2025

See accompanying Notes to

Consolidated Financial Statements.

HOOKER FURNISHINGS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar and share amounts in tables, except per share amounts, in thousands unless otherwise indicated)

For the Fifty-Two Weeks Ended January 28, 2024

(Dollar and share amounts in tables, except per

share amounts, in thousands unless otherwise indicated)

For the Fifty-Three Weeks Ended February 2, 2025

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business

Hooker Furnishings Corporation and subsidiaries (the “Company,” “we,” “us” and “our”) design, import, manufacture and market residential household furniture, hospitality and contract furniture, lighting, accessories, and home décor for sale to wholesale and retail merchandisers located principally in North America.

Hooker Furnishings Corporation and subsidiaries

(the “Company,” “we,” “us” and “our”) design, import, manufacture and market residential

household furniture, hospitality and contract furniture, lighting, accessories, and home décor for sale to wholesale and retail

merchandisers located principally in North America.

Consolidation

The consolidated financial statements include the accounts of Hooker Furnishings Corporation and our wholly owned subsidiaries.

All material intercompany accounts and transactions have been eliminated in consolidation.

All references to the Company refer to the Company and our consolidated subsidiaries, unless specifically referring to segment information.

The consolidated financial statements include

the accounts of Hooker Furnishings Corporation and our wholly owned subsidiaries.

All material intercompany accounts and transactions

have been eliminated in consolidation.

All references to the Company refer to the Company and our consolidated subsidiaries, unless specifically

referring to segment information.

Operating Segments

As a public entity, we are required to present disaggregated information by segment using the management approach.

The objective of this approach is to allow users of our financial statements to see our business through the eyes of management based upon the way management reviews performance and makes decisions.

The management approach requires segment information to be reported based on how management internally evaluates the operating performance of the company’s business units or segments.

The objective of this approach is to meet the basic principles of segment reporting as outlined in ASC 280 Segments (“ASC 280”), which are to allow the users of our financial statements to:

As a public entity, we are required to present

disaggregated information by segment using the management approach.

The objective of this approach is to allow users of our financial

statements to see our business through the eyes of management based upon the way management reviews performance and makes decisions.

management approach requires segment information to be reported based on how management internally evaluates the operating performance

of the company’s business units or segments.

The objective of this approach is to meet the basic principles of segment reporting

as outlined in ASC 280 Segments (“ASC 280”), which are to allow the users of our financial statements to:

◾ better understand our performance;

better assess our prospects for future net cash flows;

◾ better assess our prospects for future net cash

◾ make more informed judgments about us as a whole.

We define our segments as those operations our chief operating decision maker (“CODM”) regularly reviews to analyze performance and allocate resources.

We measure the results of our segments using, among other measures, each segment’s net sales, gross profit and operating income, as determined by the information regularly reviewed by the CODM.

For financial reporting purposes, we are organized into three operating segments and “All Other”, which includes the remainder of our businesses:

Hooker Branded , consisting of the operations of our imported Hooker Casegoods and Hooker Upholstery businesses;

Home Meridian , a stand-alone, mostly autonomous business that serves a different type or class of customer than do our other operating segments and at much lower margins;

Domestic Upholstery , which includes the domestic upholstery manufacturing operations of Bradington-Young, HF Custom (formerly Sam Moore), Shenandoah Furniture and Sunset West;

All Other, consisting of H Contract, BOBO Intriguing Objects, and Lifestyle Brands.

We define our segments as those operations our

chief operating decision maker (“CODM”) regularly reviews to analyze performance and allocate resources.

We measure the results

of our segments using, among other measures, each segment’s net sales, gross profit and operating income, as determined by the information

regularly reviewed by the CODM.

For financial reporting purposes, we are organized

into three operating segments and “All Other”, which includes the remainder of our businesses:

◾ Hooker Branded , consisting of the operations

of our imported Hooker Casegoods and Hooker Upholstery businesses;

◾ Home Meridian , a stand-alone, mostly autonomous

business that serves a different type or class of customer than do our other operating segments and at much lower margins;

◾ Domestic Upholstery , which includes the

domestic upholstery manufacturing operations of Bradington-Young, HF Custom (formerly Sam Moore), Shenandoah Furniture and Sunset West;

◾ All Other, consisting of H Contract and

BOBO Intriguing Objects.

None of these operating segments were individually reportable;

therefore, we combined them in “All Other” in accordance with ASC 280.

therefore, we combined them in “All Other”

in accordance with ASC 280.

Cash and Cash Equivalents

We consider cash on hand, demand deposits in banks and all highly liquid investments with an original maturity of three months or less to be cash and cash equivalents.

We consider cash on hand, demand deposits in banks

and all highly liquid investments with an original maturity of three months or less to be cash and cash equivalents.

Trade Accounts Receivable

Substantially all of our trade accounts receivable are due from retailers and dealers that sell residential home furnishings or commercial purchasers of our hospitality and senior living products, and consist of a large number of entities with a broad geographic dispersion.

We perform credit evaluations of our customers and generally do not require collateral.

These trade accounts receivable are reported net of customer allowances and an allowance for doubtful accounts.

Reserves for customer allowances comprise the majority of the reduction of our gross trade accounts receivable to the estimated fair value reported on the face of our financial statements.

We regularly review and revise customer allowances based on unprocessed claims received and current and historical activity and any agreements made with specific customers.

Historically, in the Home Meridian segment, Clubs channel customers drove most of the customer allowance activity due to their consumer-facing product return policies.

We based anticipated future claims on historical experience with these customers.

We regularly review and revise accounts receivable for doubtful accounts based upon historical bad debts.

If the financial condition of a customer or customers were to deteriorate, resulting in an impairment of their ability to make payments, additional bad debt allowances may be required.

In the event a receivable is determined to be potentially uncollectible, we engage collection agencies or law firms to attempt to collect amounts owed to us after all internal collection attempts have ended.

Once we have determined the receivable is uncollectible, it is charged against the allowance for doubtful accounts.

Substantially all of our trade accounts receivable

are due from retailers and dealers that sell residential home furnishings or commercial purchasers of our hospitality and senior living

products, and consist of a large number of entities with a broad geographic dispersion.

We perform credit evaluations of our customers

and generally do not require collateral.

These trade accounts receivable are reported net

of customer allowances and an allowance for doubtful accounts.

Reserves for customer allowances comprise the

majority of the reduction of our gross trade accounts receivable to the estimated fair value reported on the face of our financial statements.

We regularly review and revise customer allowances based on unprocessed claims received and current and historical activity and any agreements

made with specific customers.

Historically, in the Home Meridian segment, Clubs channel customers drove most of the customer allowance

activity due to their consumer-facing product return policies.

We based anticipated future claims on historical experience with these

We regularly review and revise accounts receivable

for doubtful accounts based upon historical bad debts.

If the financial condition of a customer or customers were to deteriorate, resulting

in an impairment of their ability to make payments, additional bad debt allowances may be required.

In the event a receivable is determined

to be potentially uncollectible, we engage collection agencies or law firms to attempt to collect amounts owed to us after all internal

collection attempts have ended.

Once we have determined the receivable is uncollectible, it is charged against the allowance for doubtful

Fair Value Measurements

We utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible.

We determine fair value based on assumptions that we believe market participants would use in pricing an asset or liability in the principal or most advantageous market.

When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels:

We utilize valuation techniques that maximize

the use of observable inputs and minimize the use of unobservable inputs to the extent possible.

We determine fair value based on assumptions

that we believe market participants would use in pricing an asset or liability in the principal or most advantageous market.

When considering

market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable

inputs, which are categorized in one of the following levels:

◾ Level 1 Inputs:

Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date.

Unadjusted quoted prices

in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date.

◾ Level 2 Inputs:

Observable inputs other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability.

Observable inputs other

than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for

substantially the full term of the asset or liability.

◾ Level 3 Inputs:

Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date.

Unobservable inputs for

the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations

in which there is little, if any, market activity for the asset or liability at measurement date.

Fair Value of Financial Instruments

The carrying value of certain of our financial instruments (cash and cash equivalents, trade accounts receivable and payable, and accrued liabilities) approximates fair value because of the short-term nature of those instruments.

The carrying value of Company-owned life insurance is marked to market each reporting period and any change in fair value is reflected in income for that period.

The carrying value of certain of our financial

instruments (cash and cash equivalents, trade accounts receivable and payable, and accrued liabilities) approximates fair value because

of the short-term nature of those instruments.

The carrying value of Company-owned life insurance is marked to market each reporting period

and any change in fair value is reflected in income for that period.

See Note 9 for details.

Inventories, consisting of finished furniture for sale, raw materials, manufacturing supplies and furniture in process, are stated at the lower of cost, or market value, with cost determined using the last-in, first-out (LIFO) method.

Under this method, inventory is valued at cost, which is determined by applying a cumulative index to current year inventory dollars.

Inventories, consisting of finished furniture for sale, raw materials,

manufacturing supplies and furniture in process, are stated at the lower of cost, or market value, with cost determined using the last-in,

first-out (LIFO) method.

Under this method, inventory is valued at cost, which is determined by applying a cumulative index to current

year inventory dollars.

We believe the use of the LIFO method results in a better matching of costs and revenues.

We review inventories on hand and record an allowance for slow-moving and obsolete inventory based on historical experience and expected sales.

We review inventories

on hand and record an allowance for slow-moving and obsolete inventory based on historic experience and expected sales.

Property, Plant and Equipment

Property, plant and equipment are stated at cost, less allowances for depreciation.

Provision for depreciation has been computed at annual rates using straight-line or declining balance depreciation methods that will amortize the cost of the depreciable assets over their estimated useful lives.

Leases are classified as either finance leases or operating leases based on criteria in Topic 842.

Property, plant and equipment are stated at cost,

less allowances for depreciation.

Provision for depreciation has been computed at annual rates using straight-line or declining balance

depreciation methods that will amortize the cost of the depreciable assets over their estimated useful lives.

Leases are classified as either finance leases

or operating leases based on criteria in Topic 842.

All of our current leases are classified as operating leases.

We do not currently have finance leases but could in the future.

Operating lease right-of-use (“ROU”) assets and liabilities are recognized on the adoption date based on the present value of lease payments over the remaining lease term.

As interest rates are not explicitly stated or implicit in any of our leases, we utilized our incremental borrowing rate at the adoption date of February 4, 2019.

For leases without explicitly stated or implicit interest rates that commenced after the adoption date and before July 2022, we used our incremental borrowing rate which was one-month LIBOR at the lease commencement date plus 1.5% .

When we entered into the new loan agreement, our incremental borrowing rate for unsecured term loan became the current BSBY rate plus 1.40% .

We use this rate as the discount rate for leases commenced in July 2022 and thereafter.

ROU assets also include any lease payments made and exclude lease incentives.

We do not currently

have finance leases but could in the future.

Operating lease right-of-use (“ROU”)

assets and liabilities are recognized on the adoption date based on the present value of lease payments over the remaining lease term.

As interest rates are not explicitly stated or implicit in any of our leases, we utilized our collateralized incremental borrowing rate

based on our outstanding loans agreement, which bear interest at a rate per annum equal to the then-current Term SOFR plus a margin of

Lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option.

At the inception of a lease, we allocate the consideration in the contract to each lease and non-lease component based on the component’s relative stand-alone price to determine the lease payments.

At the inception of a lease, we allocate the consideration

in the contract to each lease and non-lease component based on the component’s relative stand-alone price to determine the lease

Lease and non-lease components are accounted for separately.

Lease expense for operating leases is recognized on a straight-line basis over the lease term.

Included in lease expense are any variable lease payments incurred in the period that were not included in the initial lease liability.

Some of our real estate leases contain variable lease payments, including payments based on the percentage increase in the Consumer Price Index for Urban Consumers (“CPI-U”).

We used February 2019 CPI-U issued by the US Department of Labor’s Bureau of Labor Statistics to measure lease payments and calculate lease liabilities upon adoption of this standard.

Additional payments based on the change in an index or rate, or payments based on a change in our portion of the operating expenses, including real estate taxes and insurance, are recorded when incurred.

Lease expense for operating leases is recognized on a straight-line

basis over the lease term.

Included in lease expense are any variable lease payments incurred in the period that were not included in

the initial lease liability.

Some of our real estate leases contain variable lease payments, including payments based on the percentage

increase in the Consumer Price Index for Urban Consumers (“CPI-U”).

We used February 2019 CPI-U issued by the US Department

of Labor’s Bureau of Labor Statistics to measure lease payments and calculate lease liabilities upon adoption of this standard.

Additional payments based on the change in an index or rate, or payments based on a change in our portion of the operating expenses, including

real estate taxes and insurance, are recorded when incurred.

We have a sub-lease at one of our warehouses.

In accordance with the provisions of Topic 842, since we have not been relieved as the primary obligor of the warehouse lease, we cannot net the sublease income against our lease payment to calculate the lease liability and ROU asset.

Our practice is to straight-line the sub-lease income over the term of the sublease.

Our leases have remaining lease terms of less than one year to ten years, some of which include options to extend the leases for up to ten years .

We have elected not to recognize ROU assets and lease liabilities that arise from short term leases for any class of underlying asset.

Short term leases are leases with lease terms of 12 months or less with either (a) no renewal option or (b) a renewal option which we are not reasonably certain to exercise.

In accordance with the provisions of Topic 842, since we have not been relieved as the primary obligor of the warehouse lease, we cannot

net the sublease income against our lease payment to calculate the lease liability and ROU asset.

Our practice is to straight-line the

sub-lease income over the term of the sublease.

Our leases have remaining lease terms of less

than one year to ten years, some of which include options to extend the leases for up to ten years .

We have elected not to recognize ROU

assets and lease liabilities that arise from short term leases for any class of underlying asset.

Short term leases are leases with lease

terms of 12 months or less with either (a) no renewal option or (b) a renewal option which we are not reasonably certain to exercise.

Impairment of Long-Lived Assets

Long-lived assets, such as property, plant and equipment and definite-lived assets, are evaluated for impairment annually or more frequently when events or changes in circumstances indicate that the carrying amount of the assets or asset groups may not be recoverable through the estimated undiscounted future cash flows from the use of those assets.

Long-lived assets, such as property, plant and

equipment and definite-lived assets, are evaluated for impairment annually or more frequently when events or changes in circumstances

indicate that the carrying amount of the assets or asset groups may not be recoverable through the estimated undiscounted future cash

flows from the use of those assets.

When any such impairment exists, the related assets are written down to fair value.

Long-lived assets subject to disposal by sale are measured at the lower of their carrying amount or fair value less estimated cost to sell, are no longer depreciated, and are reported separately as “assets held for sale” in the consolidated balance sheets.

Long-lived assets

subject to disposal by sale are measured at the lower of their carrying amount or fair value less estimated cost to sell, are no longer

depreciated, and are reported separately as “assets held for sale” in the consolidated balance sheets.

Intangible Assets and Goodwill

We own both definite-lived (amortizable) assets and indefinite-lived intangible assets.

Our amortizable intangible assets are related to the Shenandoah, Sunset West and Home Meridian acquisitions, as well as the rebranding of Sam Moore product line, and includes customer relationships and trademarks.

Our indefinite lived assets include goodwill related to the Shenandoah, Sunset West and BOBO acquisitions, as well as the Bradington-Young, Home Meridian and BOBO tradenames.

We own both definite-lived (amortizable) assets

and indefinite-lived intangible assets.

Our amortizable intangible assets are related to the Shenandoah, Sunset West and Home Meridian

acquisitions, as well as the rebranding of the Sam Moore product line, and includes customer relationships and trademarks.

Our indefinite

lived assets include goodwill related to the Shenandoah, Sunset West and BOBO acquisitions, as well as the Bradington-Young, Home Meridian

and BOBO tradenames.

We may acquire additional amortizable assets and/or indefinite lived intangible assets in the future.

Our indefinite-lived intangible assets are not amortized but are tested for impairment annually or more frequently if events or circumstances indicate that the asset might be impaired.

In accordance with ASC 350, Intangibles—Goodwill and Other, our goodwill, trademarks and trade names are tested for impairment annually as of the first day of our fourth quarter or more frequently if events or changes in circumstances indicate that the asset might be impaired.

Circumstances that could indicate a potential impairment include, but are not limited to:

a significant adverse change in the economic or business climate either within the furniture industry or the national or global economy;

Our indefinite-lived

intangible assets are not amortized but are tested for impairment annually or more frequently if events or circumstances indicate that

the asset might be impaired.

In accordance with ASC 350, Intangibles –

Goodwill and Other, our goodwill, trademarks and trade names are tested for impairment annually as of the first day of our fourth quarter

or more frequently if events or changes in circumstances indicate that the asset might be impaired.

Circumstances that could indicate

a potential impairment include, but are not limited to:

◾ a significant adverse change in the economic

or business climate either within the furniture industry or the national or global economy;

◾ significant changes in demand for our products;

◾ loss of key personnel;

the likelihood that a reporting unit or significant portion of a reporting unit will be sold or otherwise subject to disposal.

The assumptions used to determine the fair value of our intangible assets are highly subjective and judgmental and include long-term growth rates, sales volumes, projected revenues, assumed royalty rates and factors used to develop an applied discount rate.

If the assumptions that we use in these calculations differ from actual results, we may realize additional impairment on our intangible assets that may have a material-adverse effect on our results of operations and financial condition.

◾ the likelihood that a reporting unit or significant

portion of a reporting unit will be sold or otherwise subject to disposal.

The assumptions used to determine the fair value

of our intangible assets are highly subjective and judgmental and include long-term growth rates, sales volumes, projected revenues, assumed

royalty rates and factors used to develop an applied discount rate.

If the assumptions that we use in these calculations differ from actual

results, we may realize additional impairment on our intangible assets that may have a material-adverse effect on our results of operations

and financial condition.

Cash Surrender Value of Life Insurance Policies

We own seventy-three life insurance policies on certain of our current and former executives and other key employees.

These policies had a carrying value of $ 28.5 million at January 28, 2024 and have a face value of approximately $ 56 million as of that date.

Proceeds from the policies are used to fund certain employee benefits and for other general corporate purposes.

We own seventy-one life insurance policies on

certain of our current and former executives and other key employees.

These policies had a carrying value of $ 29.2 million at February

2, 2025 and have a face value of approximately $ 53 million as of that date.

Proceeds from the policies are used to fund certain employee

benefits and for other general corporate purposes.

We account for life insurance as a component of employee benefits cost.

Consequently, the cost of the coverage and any resulting gains or losses related to those insurance policies are recorded as a decrease or increase to operating income.

Cash payments that increase the cash surrender value of these policies are classified as investing outflows on the Consolidated Statements of Cash Flows, with amounts paid in excess of the increase in cash surrender value included in operating activities.

Gains on life insurance policies, which typically occur at the time a policy is redeemed, are included in the reconciliation of net income to net cash used in or provided by operating activities.

Consequently,

the cost of the coverage and any resulting gains or losses related to those insurance policies are recorded as a decrease or increase

to operating income.

Cash payments that increase the cash surrender value of these policies are classified as investing outflows on the

Consolidated Statements of Cash Flows, with amounts paid in excess of the increase in cash surrender value included in operating activities.

Gains on life insurance policies, which typically occur at the time a policy is redeemed, are included in the reconciliation of net income

to net cash used in or provided by operating activities.

Revenue Recognition

We recognize revenue pursuant to Accounting Standards Codification 606, which requires revenue to be recognized at an amount that reflects the consideration we expect to be entitled to receive in exchange for transferring goods or services to our customers.

Our policy is to record revenue when control of the goods transfers to the customer.

We recognize revenue pursuant to Accounting Standards

Codification 606, which requires revenue to be recognized at an amount that reflects the consideration we expect to be entitled to receive

in exchange for transferring goods or services to our customers.

Our policy is to record revenue when control of the goods transfers to

the customer.

We have a present right to payment at the time of shipment as customers are invoiced at that time.

We believe the customer obtains control of goods at the time of shipment, which is typically when title passes.

While the customer may not enjoy immediate physical possession of the products, the customers’ right to re-direct shipment indicates control.

In the very limited instances when products are sold under consignment arrangements, we do not recognize revenue until control over such products has transferred to the end consumer.

We believe the customer

obtains control of goods at the time of shipment, which is typically when title passes.

While the customer may not enjoy immediate physical

possession of the products, the customers’ right to re-direct shipment indicates control.

In the very limited instances when products

are sold under consignment arrangements, we do not recognize revenue until control over such products has transferred to the end consumer.

Orders are generally non-cancellable once loaded into a shipping trailer or container.

The transaction price for each contract is the stated price of the product, reduced by any stated discounts or allowances at that point in time.

We do not engage in sales of products that attach a future material right which could result in a separate performance obligation for the purchase of goods in the future at a material discount.

The implicit contract with the customer, as reflected in the order acknowledgement and invoice, states the final terms of the sale, including the description, quantity, and price of each product purchased.

The transaction price reflects the amount of estimated consideration to which we expect to be entitled.

This amount of variable consideration included in the transaction price, and measurement of net sales, is included in net sales only to the extent that it is probable that there will be no significant reversal in a future period.

Net sales are comprised of gross revenues from sales of home furnishings and hospitality furniture products and are recorded net of allowances for trade promotions, estimated product returns, rebate advertising programs and other discounts.

Physical product returns are very rare due to the high probability of damages to our products in return transit.

The transaction price for each contract is the

stated price of the product, reduced by any stated discounts or allowances at that point in time.

We do not engage in sales of products

that attach a future material right which could result in a separate performance obligation for the purchase of goods in the future at

a material discount.

The implicit contract with the customer, as reflected in the order acknowledgement and invoice, states the final

terms of the sale, including the description, quantity, and price of each product purchased.

The transaction price reflects the amount

of estimated consideration to which we expect to be entitled.

This amount of variable consideration included in the transaction price,

and measurement of net sales, is included in net sales only to the extent that it is probable that there will be no significant reversal

in a future period.

Net sales are comprised of gross revenues from

sales of home furnishings and hospitality furniture products and are recorded net of allowances for trade promotions, estimated product

returns, rebate advertising programs and other discounts.

Physical product returns are very rare due to the high probability of damages

to our products in return transit.

Other revenues, primarily royalties, are immaterial to our overall results.

Payment is typically due within 30-60 days of shipment for customers qualifying for payment terms.

Collectability is reasonably assured since we extend credit to customers for whom we have performed credit evaluations and/or from whom we have received a down payment or deposit.

Due to the highly-customized nature of our hospitality products, we typically require substantial prepayments on these orders, with the balance due within 30 days of delivery.

Payment is typically due

within 30-60 days of shipment for customers qualifying for payment terms.

Collectability is reasonably assured since we extend credit

to customers for whom we have performed credit evaluations and/or from whom we have received a down payment or deposit.

Due to the highly-customized

nature of our hospitality products, we typically require substantial prepayments on these orders, with the balance due within 30 days

For our outdoor furnishings, most orders require a 50% deposit upon order and the balance when production is started.

12 unchanged sentences

◾ sales and design commissions;

the costs of administrative support functions including, executive management, information technology, human resources and finance;

◾ the costs of administrative support functions including, executive management,

information technology, human resources and finance;

◾ all other costs required to be classified as selling and administrative expenses.

We offer advertising programs to qualified dealers under which we may provide signage, catalogs and other marketing support to our dealers and may reimburse some advertising and other costs incurred by our dealers in connection with promoting our products.

The cost of these programs does not exceed the fair value of the benefit received.

We charge the cost of point-of-purchase materials (including signage, catalogs, and fabric and leather swatches) to selling and administrative expense as incurred.

Advertising costs charged to selling and administrative expense for fiscal years 2024, 2023, and 2022 were $ 2.6 million, $ 2.0 million, and $ 1.9 million, respectively.

The costs for other advertising allowance programs are charged against net sales.

We also have arrangements with some dealers to reimburse them for a portion of their advertising costs, which provides advertising benefits to us.

Costs for these arrangements are expensed as incurred and are netted against net sales in our consolidated statements of operations and comprehensive income.

We offer advertising programs to qualified dealers

under which we may provide signage, catalogs and other marketing support to our dealers and may reimburse some advertising and other costs

incurred by our dealers in connection with promoting our products.

The cost of these programs does not exceed the fair value of the benefit

We charge the cost of point-of-purchase materials (including signage, catalogs, and fabric and leather swatches) to selling

and administrative expense as incurred.

Advertising costs charged to selling and administrative expense for fiscal years 2025, 2024, and

2023 were $ 2.6 million, $ 2.6 million, and $ 2.0 million, respectively.

The costs for other advertising allowance programs are charged against

We also have arrangements with some dealers to reimburse them for a portion of their advertising costs, which provides advertising

benefits to us.

Costs for these arrangements are expensed as incurred and are netted against net sales in our consolidated statements

of operations and comprehensive income.

Earnings Per Share

We use the two-class method to compute basic earnings per share.

Under this method we allocate earnings to common shares and participating securities according to their participation rights in dividends declared and undistributed earnings and divide the income available to each class by the weighted average number of common shares for the period in each class.

Unvested restricted stock grants made to our non-employee directors and certain employees are considered participating securities because the shares have the right to receive non-forfeitable dividends.

Because the participating shares have no obligation to share in net losses, we do not allocate losses to our common shares in this calculation.

Diluted earnings per share reflect the potential dilutive effect of securities that could share in our earnings.

Restricted stock awarded to non-employee directors and certain employees and restricted stock units granted to employees that have not yet vested are considered when computing diluted earnings per share.

We use the two-class method to compute basic earnings

Under this method we allocate earnings to common shares and participating securities according to their participation

rights in dividends declared and undistributed earnings and divide the income available to each class by the weighted average number of

common shares for the period in each class.

Unvested restricted stock grants made to our non-employee directors and certain employees

are considered participating securities because the shares have the right to receive non-forfeitable dividends.

Because the participating

shares have no obligation to share in net losses, we do not allocate losses to our common shares in this calculation.

Diluted earnings per share reflect the potential

dilutive effect of securities that could share in our earnings.

Restricted stock awarded to non-employee directors and certain employees

and restricted stock units granted to employees that have not yet vested are considered when computing diluted earnings per share.

We use the treasury stock method to determine the dilutive effect of both unvested restricted stock and unvested restricted stock units.

Shares of unvested restricted stock and unvested restricted stock units under a stock-based compensation arrangement are considered options for purposes of computing diluted earnings per share and are considered outstanding shares as of the grant date for purposes of computing diluted earnings per share even though their exercise may be contingent upon vesting.

Those stock-based awards are included in the diluted earnings per share computation even if the non-employee director may be required to forfeit the stock at some future date, or no shares may ever be issued to the employees.

Unvested restricted stock and unvested restricted stock units are not included in outstanding common shares in computing basic earnings per share.

Shares of unvested restricted stock and unvested restricted stock units under a stock-based compensation arrangement are considered options

for purposes of computing diluted earnings per share and are considered outstanding shares as of the grant date for purposes of computing

diluted earnings per share even though their exercise may be contingent upon vesting.

Those stock-based awards are included in the diluted

earnings per share computation even if the non-employee director may be required to forfeit the stock at some future date, or no shares

may ever be issued to the employees.

Unvested restricted stock and unvested restricted stock units are not included in outstanding common

shares in computing basic earnings per share.

Use of Estimates

The preparation of financial statements in conformity with U.S.

generally accepted accounting principles requires us to make estimates and assumptions that affect the reported amounts of:

(i) assets and liabilities, including disclosures regarding contingent assets and liabilities at the dates of the financial statements;

and (ii) revenue and expenses during the reported periods.

Significant items subject to such estimates and assumptions include inventory reserves, useful lives of fixed and intangible assets;

accepted accounting principles requires us to make estimates and assumptions that affect the reported amounts of:

(i) assets and liabilities,

including disclosures regarding contingent assets and liabilities at the dates of the financial statements;

and (ii) revenue and expenses

during the reported periods.

Significant items subject to such estimates and assumptions include inventory reserves, useful lives of fixed

and intangible assets;

allowance for doubtful accounts;

1 unchanged sentence

the valuation of fixed assets and goodwill;

our pension and supplemental retirement income plans;

our pension and

supplemental retirement income plans;

and stock-based compensation.

These estimates and assumptions are based on our best judgments.

We evaluate these estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which we believe to be reasonable under the circumstances.

We adjust our estimates and assumptions as facts and circumstances dictate.

evaluate these estimates and assumptions on an ongoing basis using historic experience and other factors, including the current economic

environment, which we believe to be reasonable under the circumstances.

We adjust our estimates and assumptions as facts and circumstances

Actual results could differ from our estimates.

Recently Issued Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280):

Recently Adopted Accounting Standards

In November 2023, the FASB issued ASU 2023-07,

“Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures”.

The new guidance requires enhanced reportable segment disclosures to include significant segment expenses.

ASU 2023-07 is effective for annual and interim periods beginning after December 15, 2023 (our fiscal 2025).

We are currently evaluating the impact that the adoption of this new guidance will have on our Consolidated Financial Statements and will add necessary disclosures upon adoption.

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740):

Improvements to Income Tax Disclosures”.

The new guidance requires enhanced effective tax rate reconciliation and income taxes paid disclosures.

ASU 2023-09 is effective for annual periods beginning after December 15, 2024 (our fiscal 2026).

We are currently evaluating the impact that the adoption of this new guidance will have on our Consolidated Financial Statements and will add necessary disclosures upon adoption.

We reviewed all other newly issued accounting pronouncements and concluded that they are either not applicable to our business or are not expected to have a material effect on our Consolidated Financial Statements as a result of future adoption.

The new guidance requires enhanced reportable

segment disclosures to include significant segment expenses.

The Company adopted this ASU on January 29, 2024.

The adoption did not have

an impact on our Consolidated Financial Statements.

See “Note 18.

Segment Information.”

We reviewed all other newly issued accounting

pronouncements and concluded that they are either not applicable to our business or are not expected to have a material effect on our

Consolidated Financial Statements as a result of future adoption.

NOTE 2 - FISCAL YEAR

Our fiscal years end on the Sunday closest to January 31.

In some years, generally once every six years, the fourth quarter will be fourteen weeks long and the fiscal year will consist of fifty-three weeks.

Our fiscal years end on the Sunday closest to

In some years, generally once every six years, the fourth quarter will be fourteen weeks long and the fiscal year will consist

of fifty-three weeks.

Our quarterly periods are based on thirteen-week “reporting periods,” which end on Sundays.

As a result, each quarterly period generally will be thirteen weeks, or 91 days long, except during a 53-week fiscal year which will have 14 weeks in the fourth quarter.

In the notes to the consolidated financial statements, references to the:

2024 fiscal year and comparable terminology mean the fiscal year that began January 30, 2023 and ended January 28, 2024;

2023 fiscal year and comparable terminology mean the fiscal year that began January 31, 2022 and ended January 29, 2023;

2022 fiscal year and comparable terminology mean the fiscal year that began February 1, 2021 and ended January 30, 2022.

each quarterly period generally will be thirteen weeks, or 91 days long, except during a 53-week fiscal year which will have 14 weeks

in the fourth quarter.

The 2025 fiscal year that ended on February 2, 2025 was a 53-week fiscal year.

In the notes to the consolidated financial statements, references to

◾ 2025 fiscal year and comparable terminology mean the fiscal year that began

January 29, 2024 and ended February 2, 2025;

◾ 2024 fiscal year and comparable terminology mean the fiscal year that began

January 30, 2023 and ended January 28, 2024;

◾ 2023 fiscal year and comparable terminology mean the fiscal year that began

January 31, 2022 and ended January 29, 2023.

NOTE 3 – EXIT AND RESTRUCTURING CHARGES

We recorded inventory valuation charges of $ 1.8 million, $ 28.8 million, and $ 3.4 million, respectively, in each of fiscal 2024, fiscal 2023, and fiscal 2022 for slow-moving and obsolete inventory.

During the fourth quarter of fiscal 2023, we recorded net inventory valuation charges of approximately $ 24.4 million to write down the value of ACH and PRI inventories and other excess inventories to market, including excess Samuel Lawrence Furniture brand inventories.

Management approved a plan to exit the Accentrics Home (ACH) e-commerce brand of the Home Meridian segment along with repositioning the Prime Resources International (PRI) at the end of fiscal 2023.

Due to historically high freight costs on these inventories, high handling costs, current demand and industry discounting levels, as well as our current inventory levels, management determined that a viable and profitable market for these products didn’t exist and was unwilling to continue to incur additional lease, warehouse, labor and other costs to store and sell aging inventory below cost.

These inventory valuation charges were included as a separate line item below cost of goods sold in the Consolidated Statement of Operations.

We recorded inventory valuation charges of $ 622 ,000,

$ 1.8 million and $ 28.8 million, respectively, in fiscal 2025, 2024 and 2023 for slow-moving and obsolete inventory.

During the fourth

quarter of fiscal 2023, we recorded net inventory valuation charges of approximately $ 24.4 million to write down the value of ACH and

PRI inventories and other excess inventories to market, including excess Samuel Lawrence Furniture brand inventories.

Management approved

a plan to exit the Accentrics Home (ACH) e-commerce brand of the Home Meridian segment along with repositioning the Prime Resources International

(PRI) at the end of fiscal 2023.

Due to historically high freight costs on these inventories, high handling costs, current demand and

industry discounting levels, as well as our current inventory levels, management determined that a viable and profitable market for these

products didn’t exist and was unwilling to continue to incur additional lease, warehouse, labor and other costs to store and sell

aging inventory below cost.

These inventory valuation charges were included as a separate line item below cost of goods sold in the Consolidated

Statement of Operations.

NOTE 4 – ACQUISITION

On January 31, 2022, the first day of our 2023 fiscal year, we entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Sunset HWM, LLC (“Sunset West”) and its three members to acquire substantially all the assets of Sunset West (the “Sunset Acquisition”).

Simultaneously, we closed on the transaction by paying $ 23.9 million in cash and $ 2 million subject to an escrow arrangement and possible earn-out payments to the Sunset West Members up to an aggregate of $ 4 million with the closing cash consideration subject to adjustment for customary working capital estimates.

In the fourth quarter of fiscal 2023, we received $ 639 ,000 from the seller for the final working capital adjustments.

Under the Asset Purchase Agreement, the Company also assumed specified liabilities of Sunset West.

In accordance with FASB Accounting Standards Codification Topic 805, “Business Combinations” (“ASC 805”), the Sunset Acquisition has been accounted for using the acquisition method of accounting.

We recorded assets acquired, including identifiable intangible assets, and liabilities assumed, from Sunset West at their respective fair values at the date of completion of the Sunset Acquisition.

The excess of the purchase price over the net fair value of such assets and liabilities was recorded as goodwill.

The following table summarizes the fair values of the identifiable assets acquired and liabilities assumed in the Sunset Acquisition as of January 29, 2023.

Fair Value Estimates of Assets Acquired and Liabilities Assumed

The consideration and components of our initial fair value allocation of the purchase price paid at closing and in the subsequent net working capital adjustment consisted of the following:

Purchase price consideration

Fair value estimates of assets acquired and liabilities assumed

On January 31, 2022, the first day of our 2023

fiscal year, we entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Sunset HWM, LLC (“Sunset

West”) and its three members to acquire substantially all the assets of Sunset West (the “Sunset Acquisition”).

Simultaneously,

we closed on the transaction by paying $ 23.9 million in cash and $ 2 million subject to an escrow arrangement.

In the fourth quarter of

fiscal 2023, we received $ 639 ,000 from the seller for the final working capital adjustments.

Under the Asset Purchase Agreement, the Company

also assumed specified liabilities of Sunset West.

In accordance with FASB Accounting Standards Codification

Topic 805, “Business Combinations” (“ASC 805”), the Sunset Acquisition has been accounted for using the acquisition

method of accounting.

We recorded assets acquired, including identifiable intangible assets, and liabilities assumed, from Sunset West

at their respective fair values at the date of completion of the Sunset Acquisition.

The excess of the purchase price over the net fair

value of such assets and liabilities was recorded as goodwill.

The following table summarizes the fair values

of the identifiable assets acquired and liabilities assumed in the Sunset Acquisition as of January 29, 2023.

Fair Value Estimates of Assets Acquired and

Liabilities Assumed

The consideration and components of our initial

fair value allocation of the purchase price paid at closing and in the subsequent net working capital adjustment consisted of the following:

Purchase price consideration

3 unchanged sentences

Total purchase price

Fair value estimates of assets acquired and liabilities assumed

Accounts receivable

5 unchanged sentences

Total purchase price

Property was recorded at fair value and primarily consists of machinery and equipment.

Property was recorded at fair value and primarily

consists of machinery and equipment.

Property and equipment will be amortized over their estimated useful lives.

Goodwill is calculated as the excess of the purchase price over the net assets acquired.

Goodwill is calculated as the excess of the purchase

price over the net assets acquired.

The goodwill recognized is attributable to growth opportunities and expected synergies.

All goodwill is expected to be deductible for income tax purposes.

is expected to be deductible for income tax purposes.

Intangible assets consist of two separately identified assets:

Sunset West customer relationships, which are definite-lived intangible assets with an aggregate fair value of $ 10.4 million.

The customer relationships are amortizable and will be amortized over a period of 10 years;

The Sunset West trade name, which is definite-lived intangible asset with fair value of $ 1.1 million.

◾ Sunset West customer relationships, which are

definite-lived intangible assets with an aggregate fair value of $ 10.4 million.

The customer relationships are amortizable and will be

amortized over a period of 10 years;

◾ The Sunset West trade name, which is a definite-lived

intangible asset with fair value of $ 1.1 million.

The trade name is amortizable and will be amortized over a period of 12 years.

The total weighted average amortization period for these assets is 10.2 years.

We incurred Sunset Acquisition-related costs of $ 414,000 in fiscal 2022 and $ 69,000 in fiscal 2023.

These expenses were recorded as a component of selling and administrative expenses in our fiscal 2022 and fiscal 2023 consolidated statements of operations.

Sunset West’s results are included in the Domestic Upholstery segment’s results beginning with the fiscal 2023 first quarter, which include $ 27 million in net sales and $ 683 ,000 of operating income, including $ 1.1 million in intangible amortization expense for the fiscal 2023.

Results of operations starting from the date of acquisition of Sunset West have been included in our Consolidated Financial Statements for the year ended January 29, 2023.

The Sunset West acquisition is not material to our Consolidated Financial Statements, and therefore, supplemental pro forma financial information for the year ended January 29, 2023 and the respective prior year periods related to the acquisition is not included herein.

NOTE 5 – DOUBTFUL ACCOUNTS AND CUSTOMER ALLOWANCES

◾ The total weighted average amortization period

for these assets is 10.2 years.

We incurred Sunset Acquisition-related costs of

$ 414,000 in fiscal 2022 and $ 69,000 in fiscal 2023.

These expenses were recorded as a component of “selling and administrative expenses”

in our fiscal 2022 and fiscal 2023 consolidated statements of operations.

Sunset West’s results are included in the Domestic Upholstery

segment’s results beginning with the fiscal 2023 first quarter.

5 – DOUBTFUL ACCOUNTS AND CUSTOMER ALLOWANCES

The activity in the allowance for doubtful accounts was:

Fifty-Two Weeks Ended

53 Weeks Ended

52 Weeks Ended

Balance at beginning of year

3 unchanged sentences

The activity in customer allowances was:

Fifty-Two Weeks Ended

52 Weeks Ended

Balance at beginning of year

3 unchanged sentences

Balance at end of year

NOTE 6 – ACCOUNTS RECEIVABLE

6 – ACCOUNTS RECEIVABLE

Gross accounts receivable

2 unchanged sentences

Trade accounts receivable

NOTE 7 – INVENTORIES

7 – INVENTORIES

Finished furniture

3 unchanged sentences

Reduction to LIFO basis

At January 28, 2024 and January 29, 2023, we had $ 198,000 and $ 2.4 million, respectively, in consigned inventories, which are included in the “Finished furniture” line in the table above.

At January 28, 2024, we held $ 4.1 million in inventory in Vietnam.

At January 29, 2023, we held $ 12.3 million in inventory in Vietnam and China.

NOTE 8 – PROPERTY, PLANT AND EQUIPMENT

At February 2, 2025 and January 28, 2024, we had

$ 253,000 and $ 198,000 , respectively, in consigned inventories, which are included in the “Finished furniture” line in the

At February 2, 2025 and January 28, 2024, we

held $ 7.2 million and $ 4.1 million, respectively, in inventory in Vietnam.

8 – PROPERTY, PLANT AND EQUIPMENT

Depreciable Lives

10 unchanged sentences

Property, plant and equipment, net

Depreciation expenses for fiscal 2024, 2023, and 2022 were $ 4.9 million, $ 5.3 million, and $ 5.4 million, respectively.

Capitalized Software Costs

Certain costs incurred in connection with developing or obtaining computer software for internal use are capitalized.

These costs are amortized over periods of ten years or less.

Capitalized software is reported as a component of computer software and hardware above and on the property, plant, and equipment line of our consolidated balance sheets.

expenses for fiscal 2025, 2024, and 2023 were $ 4.4 million, $ 4.9 million, and $ 5.3 million, respectively.

Software Costs

costs incurred in connection with developing or obtaining computer software for internal use are capitalized.

These costs are amortized

over periods of ten years or less.

Capitalized software is reported as a component of computer software and hardware above and on the

property, plant, and equipment line of our consolidated balance sheets.

The activity in capitalized software costs was:

Fifty-Two Weeks Ended

53 Weeks Ended

52 Weeks Ended

Balance beginning of year

1 unchanged sentence

Balance end of year

NOTE 9 – CLOUD COMPUTING HOSTING ARRANGEMENT

We are in the process of implementing a common Enterprise Resource Planning (ERP) system across all divisions.

The ERP system went live at Sunset West in December 2022 and in the legacy Hooker divisions and for consolidated reporting in early September 2023.

We expect the new ERP system to go live in the Home Meridian segment during fiscal 2026.

Based on the provisions of ASU 2018-15, Intangibles — Goodwill and Other — Internal-Use Software, we capitalize implementation costs associated with hosting arrangements that are service contracts.

9 – CLOUD COMPUTING HOSTING ARRANGEMENT

We are implementing a common Enterprise Resource

Planning (ERP) system across all divisions.

The ERP system went live at Sunset West in December 2022 and in the legacy Hooker divisions

and for consolidated reporting in early September 2023.

Due to our cost reduction initiatives, we have temporarily paused the ERP project

in the Home Meridian segment beginning in the third quarter of fiscal 2025.

Based on the provisions of ASU 2018-15, Intangibles —

Goodwill and Other — Internal-Use Software, we capitalize implementation costs associated with hosting arrangements that are service

These costs are recorded in “other noncurrent assets” of our consolidated balance sheets.

We amortize on a straight-line basis over 10 -years term as the system went live at Sunset West and the legacy Hooker divisions.

The amortization expenses are recorded as a component of selling and administrative expenses in our consolidated statements of operations.

In addition, we recorded capitalized interest as we entered into new term loans in July 2022.

Implementation costs of $ 5.1 million and interest expense of $ 273,000 were capitalized in fiscal 2024.

Implementation costs of $ 5.4 million and interest expense of $ 84,000 were capitalized in fiscal 2023.

Implementation costs of $ 3.2 million were capitalized in fiscal 2022.

The capitalized implementation costs at January 28, 2024 and January 29, 2023 were as follows:

January 28, 2024

We amortize on a straight-line

basis over 10 -years term as the system went live at Sunset West and the legacy Hooker divisions.

The amortization expenses are recorded

as a component of selling and administrative expenses in our consolidated statements of operations.

Implementation

costs of $ 3.0 million and interest expense of $ 239,000 were capitalized in fiscal 2025.

Implementation costs of $ 5.1 million and interest

expense of $ 273,000 were capitalized in fiscal 2024.

Implementation costs of $ 5.4 million and interest expense of $ 84,000 were capitalized

in fiscal 2023.

Amortization expenses of $ 1.2 million, $ 410,000 and $ 12,000 were recorded in fiscal 2025, 2024 and 2023, respectively.

The capitalized implementation costs at February 2, 2025 and January 28, 2024 were as follows

February 2, 2025

January 28, 2024

Gross carrying

Gross carrying amount

Accumulated amortization

Gross carrying amount

Accumulated amortization

Implementation Costs

Interest Expenses

NOTE 10 – INTANGIBLE ASSETS AND GOODWILL

Our goodwill, some trademarks and trade names have indefinite useful lives and, consequently, are not subject to amortization for financial reporting purposes but are tested for impairment annually or more frequently if events or circumstances indicate that the asset might be impaired.

Our non-amortizable intangible assets consist of:

Goodwill related to the Shenandoah (acquired 2017), Sunset West (acquired 2022) and BOBO (acquired 2023) acquisitions;

Trademarks and tradenames related to the acquisitions of Bradington-Young (acquired 2002), Home Meridian (acquired 2016), and BOBO Intriguing Objects (acquired 2023).

We review goodwill and other intangible assets annually for impairment or more frequently if events or circumstances indicate that it might be impaired.

Based on our internal analyses, at January 28, 2024, we concluded our non-amortizable trademarks and trade names are not impaired and Shenandoah, Sunset West and BOBO goodwill is not impaired.

During fiscal 2024, we recorded $ 500,000 in trademarks with indefinite lives and $ 84,000 in goodwill as a result of the BOBO acquisition.

Our amortizable intangible assets are recorded in the Home Meridian and in Domestic Upholstery segments.

During the fiscal 2024 first quarter, we announced the rebranding of the Sam Moore product line to “HF Custom”.

As a result, we reassessed the characteristics of the Sam Moore trade name and the roll-out process, and determined it qualified for amortization;

consequently, we began amortizing the Sam Moore trade name over a 24 -month period using the straight-line method beginning mid-April 2023.

Details of our intangible assets were as follows:

January 28, 2024

10 – INTANGIBLE ASSETS AND GOODWILL

goodwill, some trademarks and trade names have indefinite useful lives and, consequently, are not subject to amortization for financial

reporting purposes but are tested for impairment annually or more frequently if events or circumstances indicate that the asset might

non-amortizable intangible assets consist of:

related to the Shenandoah (acquired 2017), Sunset West (acquired 2022) and BOBO (acquired

2023) acquisitions;

and tradenames related to the acquisitions of Bradington-Young (acquired 2002), Home Meridian

(acquired 2016), and BOBO Intriguing Objects (acquired 2023).

review goodwill and other intangible assets annually for impairment or more frequently if events or circumstances indicate that it might

accordance with ASC 350, Intangibles—Goodwill and Other, we perform our annual goodwill impairment test by comparing the

fair value of a reporting unit with its carrying amount.

Management judgment is a significant factor in the goodwill impairment evaluation

The computations require management to make estimates and assumptions, the most critical of which are potential future cash

flows and the appropriate discount rate.

Based on our internal analyses, at February 2, 2025, we concluded Shenandoah, Sunset West and

BOBO goodwill is not impaired.

In conjunction with our evaluation of the cash

flows generated by the Home Meridian, Bradington-Young and BOBO reporting units, we evaluated the carrying value of trademarks and trade

names using the income approach, specifically the relief from royalty method, which values the trademarks and trade names by estimating

the savings achieved by ownership of the trademarks and trade name when compared to licensing the trademarks and trade names from an independent

The inputs used in the trademarks and trade names analyses are considered Level 3 fair value measurements.

During fiscal 2025,

we reviewed triggering events under ASU 2021-03, Intangibles – Goodwill and Other (Topic 350).

Due to the decline in revenue driven

by the downturn in the furniture industry, changes in management’s strategy, and the bankruptcy of a key customer, we identified

triggering events that necessitated a valuation of the indefinite-lived trade names and trademarks in the Home Meridian segment.

Consequently,

we performed a valuation using the income approach method.

This methodology involved cash flow projections and growth rates for each trade

name over the next five years, provided by management, along with a royalty rate benchmark for companies engaged in similar activities.

Based on this analysis, we recorded non-cash impairment charges of $ 2.8 million for certain indefinite-lived trade names within the Home

Meridian segment.

At February 2,2025, we concluded the Bradington Young, the remaining Home Meridian and BOBO non-amortizable trade names

are not impaired.

Our amortizable intangible assets are recorded in the Home Meridian

and in Domestic Upholstery segments.

During the fiscal 2024 first quarter, we announced the rebranding of the Sam Moore product line to

As a result, we reassessed the characteristics of the Sam Moore trade name and the roll-out process, and determined

it qualified for amortization.

Consequently, we began amortizing the Sam Moore trade name over a 24 -month period using the straight-line

method beginning mid-April 2023.

of our intangible assets were as follows:

February 2, 2025

January 28, 2024

carrying amount

Gross carrying

Intangible assets with indefinite lives:

7 unchanged sentences

Intangible assets, net

The amounts are net of impairment charges of $ 16.4 million related to Shenandoah goodwill and $ 4.8 million related to certain Home Meridian segment trade names, which were recorded in fiscal 2021.

The estimated amortization expense associated with our amortizable intangible assets is expected to be as follows:

The amounts are net of impairment charges of $ 16.4 million related to Shenandoah goodwill and $ 7.6 million related to certain Home Meridian segment trade names, of which $ 4.8 million were recorded in fiscal 2021 and $ 2.8 million were recorded in fiscal 2025.

estimated amortization expense associated with our amortizable intangible assets is expected to be as follows:

2031 and thereafter

NOTE 11 – FAIR VALUE MEASUREMENTS

Fair value is the price that would be received upon the sale of an asset or paid upon the transfer of a liability (an exit price) in an orderly transaction between market participants on the applicable measurement date.

We use a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.

11 – FAIR VALUE MEASUREMENTS

value is the price that would be received upon the sale of an asset or paid upon the transfer of a liability (an exit price) in an orderly

transaction between market participants on the applicable measurement date.

We use a three-tier fair value hierarchy, which prioritizes

the inputs used in measuring fair value.

These tiers include:

Level 1, defined as observable inputs such as quoted prices in active markets for identical assets and liabilities;

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable;

Level 3, defined as unobservable inputs for which little or no market data exists, therefore requiring an entity to develop its own assumptions.

As of January 28, 2024 and January 29, 2023, Company-owned life insurance was measured at fair value on a recurring basis based on Level 2 inputs.

The fair value of the Company-owned life insurance is determined by inputs that are readily available in public markets or can be derived from information available in publicly quoted markets.

Additionally, the fair value of the Company-owned life insurance is marked to market each reporting period and any change in fair value is reflected in income for that period.

Our assets measured at fair value on a recurring basis at January 28, 2024 and January 29, 2023 were as follows:

Fair value at January 28, 2024

Fair value at January 29, 2023

defined as observable inputs such as quoted prices in active markets for identical assets and liabilities;

defined as inputs other than quoted prices in active markets that are either directly or indirectly observable;

defined as unobservable inputs for which little or no market data exists, therefore requiring an entity to develop its own assumptions.

of February 2, 2025 and January 28, 2024, Company-owned life insurance was measured at fair value on a recurring basis based on Level

The fair value of the Company-owned life insurance is determined by inputs that are readily available in public markets or

can be derived from information available in publicly quoted markets.

Additionally, the fair value of the Company-owned life insurance

is marked to market each reporting period and any change in fair value is reflected in income for that period.

assets measured at fair value on a recurring basis at February 2, 2025 and January 28, 2024 were as follows:

Fair value at February 2, 2025

value at January 28, 2024

(In thousands)

1 unchanged sentence

Company-owned life insurance

NOTE 12 – LEASES

In fiscal 2020, we adopted Accounting Standards Codification Topic 842 Leases.

See “Leases” under Note 1 for a discussion of our accounting policies and elections under Topic 842.

We have a sub-lease at one of our warehouses and we recognized sub-lease income of $ 146,000 , $ 445,000 , and $ 890,000 in fiscal 2024, fiscal 2023, and fiscal 2022, respectively.

The components of lease cost and supplemental cash flow information for leases in fiscal 2024, 2023 and 2022 were:

Fifty-two Weeks Ended

January 28, 2024

fiscal 2020, we adopted Accounting Standards Codification Topic 842 Leases.

See “Leases” under Note 1 for a discussion

of our accounting policies and elections under Topic 842.

We have a sub-lease at one of our warehouses and we recognized sub-lease income

of $ 125,000 , $ 146,000 and $ 445,000 in fiscal 2025, 2024, and 2023, respectively.

components of lease cost and supplemental cash flow information for leases in fiscal 2025, 2024, and 2023 were:

53 Weeks Ended

52 Weeks Ended

February 2, 2025

January 28, 2024

5 unchanged sentences

Operating cash outflows

During the fiscal 2024 second quarter, we reduced our footprint by 200,000 square feet in the Georgia warehouse.

During the third quarter, we entered into an agreement to further reduce our footprint by 200,000 square feet by early calendar 2024.

These modifications resulted in an approximate $ 13 million decrease in the lease right-of-use assets and liabilities.

The right-of-use assets and lease liabilities recorded on our Consolidated Balance Sheets as of January 28, 2024 and January 29, 2023 were:

January 28, 2024

The right-of-use assets and lease liabilities

recorded on our Consolidated Balance Sheets as of February 2, 2025 and January 28, 2024 were:

February 2, 2025

January 28, 2024

5 unchanged sentences

The weighted-average discount rate is 5.46 %.

The weighted-average remaining lease term is 7.0 years.

The following table reconciles the undiscounted future lease payments for operating leases to the operating lease liabilities recorded in the consolidated balance sheet at January 28, 2024:

Undiscounted Future

Operating Lease Payments

weighted-average remaining lease term is 6.2 years.

The following table reconciles the undiscounted

future lease payments for operating leases to the operating lease liabilities recorded in the consolidated balance sheet at February 2,

Lease Payments

2031 and thereafter

2 unchanged sentences

Present value of lease payments

NOTE 13 – LONG-TERM DEBT

On July 26, 2022, we entered into the Fourth Amendment to the Second Amended and Restated Loan Agreement (the “Amendment”) with Bank of America, N.A.

(“BofA”) to replenish cash used to make the Sunset Acquisition.

The Second Amended and Restated Loan Agreement dated as of September 29, 2017, had previously been amended by a First Amendment to Second Amended and Restated Loan Agreement dated as of January 31, 2019, a Second Amendment to Second Amended and Restated Loan Agreement dated as of November 4, 2020, and a Third Amendment to Second Amended and Restated Loan Agreement dated as of January 27, 2021 (as so amended, the “Existing Loan Agreement”).

Details of the individual credit facilities provided for in the Amendment are as follows:

Unsecured Revolving Credit Facility.

Under the Amendment, the expiration date of the existing $ 35 million Unsecured Revolving Credit Facility (the “Existing Revolver”) was extended to July 26, 2027.

Any amounts outstanding will bear interest at a rate per annum, equal to the then current Bloomberg Short-Term Bank Yield Index (“BSBY”) (adjusted periodically) plus 1.00 %.

The interest rate will be adjusted on a monthly basis.

The actual daily amount of undrawn letters of credit is subject to a quarterly fee equal to a per annum rate of 1 %.

We must also pay a quarterly unused commitment fee that is based on the average daily amount of the facility utilized during the applicable quarter;

2022 Secured Term Loan.

The Amendment provided us with a $ 18 million term loan (the “Secured Term Loan”), which was disbursed to us on July 26, 2022.

We are required to pay monthly interest only payments at a rate per annum equal to the then current BSBY rate (adjusted periodically) plus 0.90 % on the outstanding balance until the principal is paid in full.

The interest rate will be adjusted on a monthly basis.

On July 26, 2027, the entire outstanding indebtedness is due in full, including all principal and interest.

The Secured Term Loan is secured by certain company-owned life insurance policies under a Security Agreement (Assignment of Life Insurance Policy as Collateral) dated July 26, 2022, by and between the Company and BofA;

2022 Unsecured Term Loan.

The Amendment provided us with a $ 7 million unsecured term loan (the “Unsecured Term Loan”), which was disbursed to us on July 26, 2022.

We are required to pay monthly principal payments of $ 116,667 and monthly interest payments at a rate per annum equal to the then current BSBY (adjusted periodically) plus 1.40 % on the outstanding balance until paid in full.

The interest rate will be adjusted monthly.

On July 26, 2027, the entire outstanding indebtedness is due in full, including all principal and interest.

We may prepay any outstanding principal amounts borrowed under either the Secured Term Loan or the Unsecured Term Loan at any time, without penalty provided that any payment is accompanied by all accrued interest owed.

As of January 28, 2024, $ 4.9 million was outstanding under the Unsecured Term Loan, and $ 18 million was outstanding under the Secured Term Loan.

We incurred $ 37,500 in debt issuance costs in connection with our term loans.

As of January 28, 2024, unamortized loan costs of $ 26,250 were netted against the carrying value of our term loans on our consolidated balance sheets.

Principal payments on the term loans are as follows.

The carrying amount of the term loans approximated their fair value at January 28, 2024.

The Amendment also included customary representations and warranties and requires us to comply with customary covenants, including, among other things, the following financial covenants:

Maintain a ratio of funded debt to EBITDA not exceeding:

2.25:1.0 through July 30, 2024;

2.00:1.00 thereafter.

A basic fixed charge coverage ratio of at least 1.25:1.00;

Limit capital expenditures to no more than $15.0 million during any fiscal year.

The Existing Loan Agreement also limits our right to incur other indebtedness, make certain investments and create liens upon our assets, subject to certain exceptions, among other restrictions.

The Existing Loan Agreement does not restrict our ability to pay cash dividends on, or repurchase, shares of our common stock, subject to our compliance with the financial covenants discussed above, if we are not otherwise in default under the Existing Loan Agreement.

We were in compliance with each of these financial covenants at January 28, 2024 and expect to remain in compliance with existing covenants for the foreseeable future.

As of January 28, 2024, we had $ 28.3 million available under our $35 million Existing Revolver to fund working capital needs.

Standby letters of credit in the aggregate amount of $ 6.7 million, used to collateralize certain insurance arrangements and for imported product purchases, were outstanding under the Existing Revolver as of January 28, 2024 There were no additional borrowings outstanding under the Existing Revolver as of January 28, 2024.

NOTE 14 – EMPLOYEE BENEFIT PLANS

Employee Savings Plans

We sponsor a tax-qualified 401(k) retirement plan covering substantially all employees.

This plan assists employees in meeting their savings and retirement planning goals through employee salary deferrals and discretionary employer matching contributions.

Our contributions to the plan amounted to $ 1.8 million in fiscal 2024, $ 1.5 million in fiscal 2023, and $ 1.4 million in fiscal 2022.

Executive Benefits

SRIP and SERP Overview

We maintain two “frozen” retirement plans, which are paying benefits and may include active employees among the participants but we do not expect to add participants to these plans in the future.

In March 2025, the Company announced the decision

to exit the Savannah, Georgia distribution center.

See Note 22 “Subsequent Events” for additional information.

The termination

of the Georgia warehouse lease will reduce lease right-of-use assets and liabilities by approximately $11 million and decrease lease payments

by $ 10 million over the next five years , totaling a $ 14.5 million reduction over the remaining lease term.

13 – LONG-TERM DEBT

December 5, 2024, the Company and its wholly owned subsidiaries, Bradington-Young, LLC, Sam Moore Furniture LLC and Home Meridian Group,

LLC (together with the Company, the “Borrowers”), entered into an Amended and Restated Loan and Security Agreement (the “Amended

and Restated Loan Agreement”) with Bank of America, N.A.

(“BofA”), as lender.

The Amended and Restated Loan Agreement

amends, restates and replaces the Second Amended and Restated Loan Agreement, dated as of September 29, 2017, between the Borrowers and

BofA, as amended (the “Existing Loan Agreement”).

The outstanding principal amount of loans and letters of credit issued

under the Existing Loan Agreement and used to collateralize certain insurance arrangements and for imported product purchases will remain

outstanding as loans and letters of credit under the Amended and Restated Loan Agreement.

The Amended and Restated Loan Agreement provides

for a revolving credit facility in a committed principal amount of up to $ 70,000,000 (the “Revolving Commitment”), including

subline of $ 8,000,000 for letters of credit, and an option to increase the Revolving Commitment by up to $ 30,000,000 upon meeting certain

conditions, including agreement by BofA to increase the Revolving Commitment by such amount.

Proceeds of loans and letters of credit

under the Amended and Restated Loan Agreement are available for general working capital and other corporate purposes of the Borrower.

of loans and letters of credit under the Revolving Commitment is capped by a borrowing base formula calculated as of any date as the

sum for the Borrowers of (a) the value of their accounts receivable, (b) the value of their inventory, (c) the value of their in-transit

inventory and (d) the life insurance cash surrender value of company-owned life insurance policies, in each case subject to eligibility

requirements, advance rates, valuation metrics, reductions for write-offs and other dilutive items and reserves (the “Borrowing

The lesser of the Revolving Commitment and the Borrowing Base, in each case net of the principal amount of outstanding

loans and the face amount of letters of credit, constitutes “Availability” under the Amended and Restated Credit Agreement.

loans under the Amended and Restated Loan Agreement will bear interest at a rate per annum equal to the then-current Term SOFR Rate for

a period of one month plus 0.10% plus a margin of 1.75%.

The Term SOFR Rate will be adjusted on a monthly basis.

Letters of credit are

subject to a letter of credit fee equal to the actual daily amount of undrawn letters of credit multiplied by a per annum rate of 1.75 %

and a fronting fee equal to the actual daily amount of undrawn letters of credit multiplied by a per annum rate of 0.125 %.

pay a monthly unused commitment fee that is based on the average daily unused amount of Revolving Commitment multiplied by a per annum

rate of 0.25 %.

All accrued interest and fees are payable in cash monthly in arrears.

may prepay any outstanding principal amounts borrowed under the Amended and Restated Loan Agreement at any time, without penalty provided

that any payment is accompanied by all accrued interest owed.

Subject to the Borrowers having sufficient borrowing base capacity and

customary conditions precedent to borrowing, amounts repaid may be reborrowed.

The Revolving Commitment will terminate, and all amounts

outstanding thereunder will be due and payable, on December 5, 2029.

obligations under the Amended and Restated Loan Agreement are secured by a first priority security interest in substantially all of the

assets of the Borrowers, other than real estate, including all Company-owned life insurance policies, all accounts receivable, all inventory,

all intellectual property, all equipment and all other personal property.

Amended and Restated Loan Agreement includes customary representations and warranties and requires the Borrowers to comply with customary

affirmative and negative covenants, including, among other things, a financial covenant requiring the maintenance of a ratio of (x) EBITDA

net of capital expenditures (to the extent not paid using Borrowed Money) to (y) the sum of debt service and dividends paid, in each

case as of the last day of each month for the trailing twelve-month period ending on such day, of at least 1.0 to 1.0, if an event of

default has occurred and is continuing or Availability has fallen below 10% of the Revolving Commitment at any time (until such time

as both Availability is 10% or greater and no event of default exists, for the 30 consecutive days prior to such month end).

Amended and Restated Loan Agreement also limits the Borrowers’ right to incur other indebtedness, make certain investments and

create liens upon our assets, subject to certain exceptions, among other restrictions.

The Amended and Restated Loan Agreement does not

restrict the Company’s ability to pay cash dividends on, or repurchase, shares of its common stock, subject to (a) no default existing

prior to or resulting from such dividend or repurchase, (b) Availability is not less than 15% of the Revolving Commitment for each of

the preceding 45 days prior to announcement of such dividend or repurchase and after giving pro forma effect to such dividend or repurchase

and (c) if Availability is less than 20% of the Revolving Commitment on any day in such 45-day period, the Borrowers are in compliance

with the financial covenant described above after giving effect to such dividend or repurchase.

incurred $ 480,000 in debt issuance costs in connection with our term loans.

As of February 2, 2025, unamortized loan costs of $ 464,000

were netted against the carrying value of our term loans on our consolidated balance sheets.

of February 2, 2025, we had $ 22.1 million principal amount of outstanding loans and $ 6.7 million face amount of letters of credit.

had $ 41.2 million of Availability based on the current Borrowing Base.

There were no additional borrowings outstanding under the Amended

and Restated Loan Agreement as of February 2, 2025.

14 – EMPLOYEE BENEFIT PLANS

Savings Plans

sponsor a tax-qualified 401(k) retirement plan covering substantially all employees.

This plan assists employees in meeting their savings

and retirement planning goals through employee salary deferrals and discretionary employer matching contributions.

Our contributions

to the plan amounted to $ 1.8 million in fiscal 2025 and 2024, and $ 1.5 million in fiscal 2023.

and SERP Overview

maintain two “frozen” retirement plans, which are paying benefits and may include active employees among the participants

but we do not expect to add participants to these plans in the future.

The two plans include:

a supplemental retirement income plan (“SRIP”) for certain former and current executives of Hooker Furnishings Corporation;

the Pulaski Furniture Corporation Supplemental Executive Retirement Plan (“SERP”) for certain former executives.

SRIP and SERP

The SRIP provides monthly payments to participants or their designated beneficiaries based on a participant’s “final average monthly earnings” and “specified percentage” participation level as defined in the plan, subject to a vesting schedule that may vary for each participant.

The benefit is payable for a 15-year period following the participant’s termination of employment due to retirement, disability or death .

In addition, the monthly retirement benefit for each participant, regardless of age, becomes fully vested and the present value of that benefit is paid to each participant in a lump sum upon a change in control of the Company as defined in the plan.

supplemental retirement income plan (“SRIP”) for certain former and current executives

of Hooker Furnishings Corporation;

Pulaski Furniture Corporation Supplemental Executive Retirement Plan (“SERP”)

for certain former executives.

SRIP provides monthly payments to participants or their designated beneficiaries based on a participant’s “final average

monthly earnings” and “specified percentage” participation level as defined in the plan, subject to a vesting schedule

that may vary for each participant.

The benefit is payable for a 15-year period following the participant’s termination of employment

due to retirement, disability or death .

In addition, the monthly retirement benefit for each participant, regardless of age, becomes

fully vested and the present value of that benefit is paid to each participant in a lump sum upon a change in control of the Company

as defined in the plan.

The SRIP is unfunded and all benefits are payable solely from our general assets.

The plan liability is based on the aggregate actuarial present value of the vested benefits to which participating employees are currently entitled but based on the employees’ expected dates of separation or retirement.

No employees have been added to the plan since 2008 and we do not expect to add additional employees in the future, due to changes in our compensation philosophy, which emphasizes more performance-based compensation measures in total management compensation.

The SERP provides monthly payments to eight retirees or their designated beneficiaries based on a defined benefit formula as defined in the plan.

The plan liability is based

on the aggregate actuarial present value of the vested benefits to which participating employees are currently entitled but based on

the employees’ expected dates of separation or retirement.

No employees have been added to the plan since 2008 and we do not expect

to add additional employees in the future, due to changes in our compensation philosophy, which emphasizes more performance-based compensation

measures in total management compensation.

SERP provides monthly payments to eight retirees or their designated beneficiaries based on a defined benefit formula as defined in the

The benefit is payable for the life of the retiree with the following forms available as a reduced monthly benefit:

Ten-year Certain and Life;

Certain and Life;

50% or 100% Joint and Survivor Annuity.

2 unchanged sentences

No employees have been added to the plan since 2006 and we do not expect to add additional employees in the future.

Summarized SRIP and SERP information as of each fiscal year-end (the measurement date) is as follows:

SRIP and SERP information as of each fiscal year-end (the measurement date) is as follows:

SRIP (Supplemental Retirement Income Plan)

10 unchanged sentences

Non-current liabilities (Deferred compensation line)

Fifty-Two Weeks Ended

53 Weeks Ended

52 Weeks Ended

Net periodic benefit cost

6 unchanged sentences

Total recognized in other comprehensive income

Total recognized in net periodic benefit cost and accumulated other comprehensive income

Total recognized in net periodic

benefit cost and accumulated other comprehensive income

Assumptions used to determine net periodic benefit cost:

3 unchanged sentences

Fiscal 2031 through fiscal 2035

For the SRIP, the discount rate used to determine the fiscal 2024 net periodic cost was 4.85%, based on the Mercer yield curve and the plan’s expected benefit payments.

At January 28, 2024, combining the Mercer yield curve and the plan's expected benefit payments resulted in a rate of 5.05 %.

the SRIP, the discount rate used to determine the fiscal 2025 net periodic cost was 5.05%, based on the Mercer yield curve and the plan’s

expected benefit payments.

At February 2, 2025, combining the Mercer yield curve and the plan’s expected benefit payments resulted in

a rate of 5.30 %.

This rate was used to value the ending benefit obligations.

At January 28, 2024, the actuarial gain related to the SRIP amounted to $ 150,000 , net of tax $ 41,000 .

At February 2, 2025, the actuarial gain related

to the SRIP amounted to $ 64,000 , net of tax of $ 15,000 .

At January 28, 2024, the actuarial gain related to the SRIP amounted to $ 150,000 ,

net of tax of $ 41,000 .

At January 29, 2023, the actuarial gain related to the SRIP amounted to $ 1 million, net of tax of $ 288 ,000.

The estimated actuarial gain that will be amortized from accumulated other comprehensive income into net periodic benefit cost over the 2025 fiscal year is $ 236,188 .

estimated actuarial gain that will be amortized from accumulated other comprehensive income into net periodic benefit cost over the 2026

fiscal year is $ 178,845 .

There is no expected prior service (cost) or credit amortization.

11 unchanged sentences

Non-current liabilities (Deferred compensation line)

Fifty-Two Weeks Ended

53 Weeks Ended

52 Weeks Ended

Net periodic benefit cost

5 unchanged sentences

Total recognized in other comprehensive income

Total recognized in net periodic benefit cost and accumulated other comprehensive income

Total recognized in net periodic

benefit cost and accumulated other comprehensive income

Assumptions used to determine net periodic benefit cost:

3 unchanged sentences

Fiscal 2031 through fiscal 2035

For the SERP, the discount rate assumption used to measure the projected benefit obligations is set by reference to a certain hypothetical AA-rated corporate bond spot-rate yield curve constructed by our actuary, Aon (“Aon”) and the plan’s projected cash flows, rounded to the nearest 10 bps.

At January 28, 2024, combining the Aon AA Above Median yield curve and the plan's expected benefit payments created a rate of 4.90%.

This rate was used to value the ending benefit obligations.

At January 29, 2023, combining the Aon AA Above Median yield curve and the plan's expected benefit payments created a rate of 4.70%.

For the SERP, the discount rate assumption used

to measure the projected benefit obligations is set by reference to a certain hypothetical AA-rated corporate bond spot-rate yield curve

constructed by our actuary, Aon (“Aon”) and the plan’s projected cash flows, rounded to the nearest 10 bps.

2, 2025, combining the Aon AA Above Median yield curve and the plan’s expected benefit payments created a rate of 5.40%.

was used to value the ending benefit obligations.

At January 28, 2024, combining the Aon AA Above Median yield curve and the plan’s

expected benefit payments created a rate of 4.90%.

This rate was used to determine the fiscal 2025 net periodic cost.

The change in the discount rate from 4.70% to 4.90% decreased liabilities.

At January 28, 2024, the actuarial loss related to the SERP was $ 29 ,000.

At January 29, 2023, the actuarial gain related to the SERP was $ 119 ,000.

NOTE 15 – SHARE-BASED COMPENSATION

Our Stock Incentive Plan permits incentive awards of restricted stock, restricted stock units, stock appreciation rights and performance grants to key employees.

A maximum of 750,000 shares of the Company’s common stock is authorized for issuance under the Stock Incentive Plan.

The Stock Incentive Plan also provides for annual restricted stock awards to non-employee directors.

We have issued restricted stock awards to our non-employee directors since January 2006 and certain other management employees since 2014.

We account for restricted stock awards as “non-vested equity shares” until the awards vest or are forfeited.

Restricted stock awards to non-employee directors and certain other management employees vest if the director/employee remains on the board/employed through the specified vesting period for shares and may vest earlier upon certain events specified in the plan.

For shares issued to non-employee directors during fiscal 2016 and after, there is a 12 -month service period.

The fair value of each share of restricted stock is the market price of our common shares on the grant date.

The weighted average grant-date fair values of unvested restricted stock awards issued during fiscal 2024 were $ 18.73 , $ 15.10 , $ 17.65 and $ 21.22 , during fiscal 2023 were $ 22.19 and $ 18.26 , and during fiscal 2022 was $ 37.20 .

The restricted stock awards outstanding as of January 28, 2024 had an aggregate grant-date fair value of $ 3.6 million, after taking vested and forfeited restricted shares into account.

As of January 28, 2024, we have recognized non-cash compensation expense of approximately $ 1.9 million related to these non-vested awards.

During fiscal 2024, 45,339 shares vested with an average grant date fair value of $ 714,000 .

The remaining $ 1.7 million of grant-date fair value for unvested restricted stock awards outstanding at January 28, 2024 will be recognized over the remaining vesting periods for these awards.

The number of outstanding restricted shares increased due primarily to grants of restricted shares to a larger population of our non-executive employees as an incentive for retention and alignment of individual performance to our values.

For each restricted stock issuance, the following table summarizes restricted stock activity, including the weighted average issue price of those shares on the grant date, the fair value of each grant of restricted stock on the grant date, compensation expense recognized for the unvested shares of restricted stock for each grant and the remaining fair value of the unvested shares of restricted stock for each grant as of January 28, 2024:

Grant-Date Fair Value

Unrecognized At

January 28, 2024

Restricted shares Issued on April 8, 2021

Restricted shares Issued on January 31, 2022

Restricted shares Issued on April 11, 2022

Restricted shares Issued on April 10, 2023

Restricted shares Issued on May 5, 2023

Restricted shares Issued on June 9, 2023

Restricted shares Issued on July 24, 2023

February 2, 2025 and January 28, 2024, the actuarial loss related to the SERP was $ 28 ,000 and $ 29 ,000, respectively.

15 – SHARE-BASED COMPENSATION

Our Stock Incentive Plan permits incentive awards

of restricted stock, restricted stock units, stock appreciation rights and performance grants to key employees.

The Stock Incentive Plan

also provides for annual restricted stock awards to non-employee directors.

We have issued restricted stock awards to our non-employee

directors since January 2006 and certain other management employees since 2014.

The Company’s 2024 Amendment and Restatement of

the Hooker Furnishings Corporation Stock Incentive Plan (the “2024 Plan”) was approved by shareholders on June 4, 2024 at

the annual shareholders meeting.

The 2024 plan preserves key elements and historical award practices, while reserving 900,000 new shares

of the Company’s common stock.

account for restricted stock awards as “non-vested equity shares” until the awards vest or are forfeited.

Restricted stock

awards to non-employee directors and certain other management employees vest if the director/employee remains on the board/employed generally

over 1 to 3 years.

Annual restricted stock awards for non-employee directors do not vest unless the director remains in service to the

next annual meeting following annual shareholder meeting.

The fair value of each share of restricted stock is the market price of our

common shares on the grant date.

We have awarded time-based restricted stock units

to certain senior executives since 2011.

Each restricted stock unit, or “RSU”, entitles the executive to receive one share

of the Company’s common stock if he or she remains continuously employed with the Company through the end of a three-year service

Under the 2024 Plan, each RSU grant vests one-third annually on the anniversary date, provided the executive officer remains continuously

employed with the Company through each vesting date.

The RSUs may be paid in shares of the Company’s common stock, cash or both,

at the discretion of the Compensation Committee.

The RSUs are accounted for as “non-vested stock grants.” Similar to the restricted

stock grants issued to our non-employee directors, RSU compensation expense is recognized ratably over the applicable service period.

However, unlike restricted stock grants, no shares are issued, or other payment made, until the end of the applicable vesting date (commonly

referred to as “cliff vesting”).

Historically, grantees are not entitled to receive dividends on their RSUs during that time.

The fair value of each RSU is the market price of a share of our common stock on the grant date, reduced by the present value of the dividends

expected to be paid on a share of our common stock during the applicable service period, discounted at the appropriate risk-free rate.

Under the 2024 Plan, dividends declared on unvested RSU awards accumulate in cash and are paid out only upon vesting of the underlying

have issued Performance-based Restricted Stock Units (“PSUs”) to our named executive officers since fiscal 2019.

entitles the executive officer to receive one share of our common stock based on the achievement of two specified performance conditions

if the executive officer remains continuously employed through the end of the three-year performance period.

Historically, one target

is based on our annual average growth in our EPS over the performance period and the other target is based on EPS growth over the performance

period compared to our peers.

For the PSU issued under the 2024 Plan, one target is the Company’s absolute EPS compound annual

growth rate and the other target is the relative Total Shareholder Return as measured against the Company’s compensation peer group.

The payout or settlement of the PSUs will be made in shares of our common stock.

Dividends declared on unvested PSU awards accumulate

in cash and are paid out only upon vesting of the underlying shares.

Share-based compensation expense related to restricted

stock, RSU and PSU is included in the selling and administrative expenses on the consolidated statements of operations.

The following

tables summarize stock awards activity, including the number and weighted-average grant-date fair value, compensation expense recognized,

unrecognized compensation expenses, and weighted-average vesting periods of the unvested shares for each grant as of February 2, 2025

(values are in thousands;

number of shares and per-share amounts are in whole numbers):

Time-based Restricted Stock

Time-Based RSU

Performance-Based PSU

Number of Shares

Weighted-Average Grant Date Fair Value per share

Number of Shares

Weighted-Average Grant Date Fair Value per share

Number of Shares

Weighted-Average Grant Date Fair Value per share

Awards outstanding at January 30, 2022

We have awarded time-based restricted stock units to certain senior executives since 2011.

Each restricted stock unit, or “RSU”, entitles the executive to receive one share of the Company’s common stock if he remains continuously employed with the Company through the end of a three-year service period .

The RSUs may be paid in shares of the Company’s common stock, cash or both, at the discretion of the Compensation Committee.

The RSUs are accounted for as “non-vested stock grants.” Similar to the restricted stock grants issued to our non-employee directors, RSU compensation expense is recognized ratably over the applicable service period.

However, unlike restricted stock grants, no shares are issued, or other payment made, until the end of the applicable service period (commonly referred to as “cliff vesting”) and grantees are not entitled to receive dividends on their RSUs during that time.

The fair value of each RSU is the market price of a share of our common stock on the grant date, reduced by the present value of the dividends expected to be paid on a share of our common stock during the applicable service period, discounted at the appropriate risk-free rate.

The following table presents RSU activities for the year ended January 28, 2024:

Grant-Date Fair Value

Unrecognized At

January 28, 2024

RSUs Awarded on April 8, 2021

RSUs for retention Awarded on April 8, 2021

RSUs Awarded on April 11, 2022

RSUs Awarded on April 10, 2023

Awards outstanding at January 29, 2023

We have issued Performance-based Restricted Stock Units (“PSUs”) to our named executive officers since fiscal 2019 under the Company’s Stock Incentive Plan.

Each PSU entitles the executive officer to receive one share of our common stock based on the achievement of two specified performance conditions if the executive officer remains continuously employed through the end of the three-year performance period.

One target is based on our annual average growth in our EPS over the performance period and the other target is based on EPS growth over the performance period compared to our peers.

The payout or settlement of the PSUs will be made in shares of our common stock.

PSUs awarded in fiscal 2022 were forfeited as the performance targets were not met.

The following table presents PSU activities for the year ended January 28, 2024:

Grant-Date Fair Value

Unrecognized At

January 28, 2024

PSUs Awarded on April 11, 2022

PSUs Awarded on April 10, 2023

Awards outstanding at January 28, 2024

NOTE 16 – EARNINGS PER SHARE

We refer you to the Earnings Per Share disclosure in Note 2-Summary of Significant Accounting Policies, above, for more detailed information concerning the calculation of earnings per share.

All stock awards are designed to encourage retention and to provide an incentive for increasing shareholder value.

We have issued restricted stock awards to non-employee members of the board of directors since 2006 and to certain non-executive employees since 2014.

We have issued restricted stock units (“RSUs”) to certain senior executives since fiscal 2012 under the Company’s Stock Incentive Plan.

Each RSU entitles an executive to receive one share of the Company’s common stock if the executive remains continuously employed with the Company through the end of a three-year service period.

The RSUs may be paid in shares of our common stock, cash or both at the discretion of the Compensation Committee of our board of directors.

We have issued Performance-based Restricted Stock Units (“PSUs”) to certain senior executives since fiscal 2019 under the Company’s Stock Incentive Plan.

One target is based on our annual average growth in our EPS over the performance period and the other target is based on EPS growth over the performance period compared to our peers.

The payout or settlement of the PSUs will be made in shares of our common stock.

We expect to continue to grant these types of awards annually in the future.

The following table sets forth the number of outstanding restricted stock awards and RSUs and PSUs, net of forfeitures and vested shares, as of the fiscal period-end dates indicated:

Awards outstanding at February 2, 2025

53 weeks ended

52 weeks ended

Time-based Restricted Stock

Grant date fair value of awards vested

Stock based compensation expense

Time-based RSU

Grant date fair value of awards vested

Stock based compensation expense

Performance-based PSU

Grant date fair value of awards vested

Stock based compensation expense

As of February 2,

2025 January 28,

2024 January 29,

Time-based Restricted Stock

Unrecognized compensation cost $ 1,106 $ 1,705 $ 1,356

Weighted-average remaining period 1.6 1.7 1.8

Time-based RSU

Unrecognized compensation cost $ 556 $ 355 $ 356

Weighted-average remaining period 2.0 1.7 1.8

Performance-based PSU

Unrecognized compensation cost $ 394 $ 853 $ 773

Weighted-average remaining period 1.5 1.7 1.7

16 – EARNINGS PER SHARE

refer you to the Earnings Per Share disclosure in Note 2-Summary of Significant Accounting Policies, above, for more detailed information

concerning the calculation of earnings per share.

stock awards are designed to encourage retention and to provide an incentive for increasing shareholder value.

We have issued restricted

stock awards to non-employee members of the board of directors since 2006 and to certain non-executive employees since 2014.

issued RSUs to certain senior executives since fiscal 2012 under the Company’s Stock Incentive Plan.

Each RSU entitles an executive

to receive one share of the Company’s common stock if the executive remains continuously employed with the Company through the

end of a three-year service period.

The RSUs may be paid in shares of our common stock, cash or both at the discretion of the Compensation

Committee of our board of directors.

We have issued PSUs to certain senior executives since fiscal 2019 under the Company’s Stock

Incentive Plan.

Each PSU entitles the executive officer to receive one share of our common stock based on the achievement of two specified

performance conditions if the executive officer remains continuously employed through the end of the three-year performance period.

target is based on our annual average growth in our EPS over the performance period and the other target is based on EPS growth over

the performance period compared to our peers.

For the PSUs issued under the Company’s 2024 Plan in fiscal 2025, one target is the

Company’s annual EPS growth over the performance period and the other target is the Company’s total shareholder return during

the performance period compared to the Company’s peer group.

The payout or settlement of the PSUs will be made in shares of our

common stock.

expect to continue to grant these types of awards annually in the future.

The following table sets forth the number of outstanding restricted

stock awards and RSUs and PSUs, net of forfeitures and vested shares, as of the fiscal period-end dates indicated:

Restricted shares

RSUs and PSUs

All restricted shares, RSUs and PSUs awarded that have not yet vested are considered when computing diluted earnings per share.

During fiscal 2024, we purchased and retired 620,634 shares of our common stock (at an average price of $ 18.79 per share) under the $ 20 million share repurchase authorization approved by our board of directors in fiscal 2023 and the additional $ 5 million share repurchase authorization approved by our board of directors in the second quarter of this year.

These repurchases reduced our total outstanding shares and, consequently, reduced the weighted outstanding shares used in our calculation of earnings per share for fiscal 2024 shown below.

The share repurchase program was completed during the fiscal 2024 third quarter.

The following table sets forth the computation of basic and diluted earnings per share:

Fifty-Two Weeks Ended

Net income/(loss)

restricted shares, RSUs and PSUs awarded that have not yet vested are considered when computing diluted earnings per share.

fiscal 2024, we purchased and retired 620,634 shares of our common stock (at an average price of $ 18.79 per share) under the $ 20 million

share repurchase authorization approved by our board of directors in fiscal 2023 and the additional $ 5 million share repurchase authorization

approved by our board of directors in the second quarter of fiscal 2024.

These repurchases reduced our total outstanding shares and,

consequently, reduced the weighted outstanding shares used in our calculation of earnings per share for fiscal 2024 shown below.

share repurchase program was completed during the fiscal 2024 third quarter.

following table sets forth the computation of basic and diluted earnings per share:

53 Weeks Ended

52 Weeks Ended

Net (loss) / income

Dividends on unvested restricted shares

4 unchanged sentences

Weighted average shares outstanding for diluted earnings per share

Basic earnings/(loss) per share

Diluted earnings/(loss) per share

* Due to net loss in fiscal 2023, approximately 117,000 shares would have been antidilutive and are therefore excluded from the calculation of earnings per share, respectively.

NOTE 17 – INCOME TAXES

Our provision for income taxes was as follows for the periods indicated:

Fifty-Two Weeks Ended

Basic (loss) / earnings per share

Diluted (loss) / earnings per share

to net loss in fiscal 2025 and 2023, approximately 186,000 and 117,000 shares, respectively, would have been antidilutive and are therefore

excluded from the calculation of earnings per share.

17 – INCOME TAXES

provision for income taxes was as follows for the periods indicated:

53 Weeks Ended

52 Weeks Ended

Current expense

3 unchanged sentences

Income tax (benefit)/expense

Total tax expense for fiscal 2024 was $ 2.6 million, of which $ 2.6 million expense was allocated to continuing operations and $ 41 ,000 tax benefit was allocated to other comprehensive income.

Total tax benefit for fiscal 2023 was $ 1.5 million, of which $ 1.8 million benefit was allocated to continuing operations and $ 288 ,000 tax expense was allocated to other comprehensive income.

Total tax expense for fiscal 2022 was $ 3.6 million, of which $ 3.4 million expense was allocated to continuing operations and $ 237 ,000 tax expense was allocated to other comprehensive income.

The effective income tax rate differed from the federal statutory tax rate as follows for the periods indicated:

Fifty-Two Weeks Ended

tax benefit for fiscal 2025 was $ 4.0 million, of which $ 3.9 million benefit was allocated to continuing operations and $ 51,000 tax benefit

was allocated to other comprehensive income.

Total tax expense for fiscal 2024 was $ 2.6 million, of which $ 2.6 million expense was allocated

to continuing operations and $ 41 ,000 tax benefit was allocated to other comprehensive income.

Total tax benefit for fiscal 2023 was $ 1.5

million, of which $ 1.8 million benefit was allocated to continuing operations and $ 288 ,000 tax expense was allocated to other comprehensive

effective income tax rate differed from the federal statutory tax rate as follows for the periods indicated:

53 Weeks Ended

52 Weeks Ended

Income taxes at statutory rate

2 unchanged sentences

Officer’s life insurance

Expiration of capital loss

Change in valuation allowance

Effective income tax rate

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities for the period indicated were:

tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities for the period

indicated were:

Intangible assets

10 unchanged sentences

Net deferred tax assets

At January 28, 2024 and January 29, 2023 our net deferred tax asset was $ 12.0 million and $ 14.5 million, respectively.

The increase in the valuation allowance of $ 7,000 was due to additional foreign tax credit carry forward.

We expect to fully realize the benefit of the deferred tax assets, with the exception of a portion of the foreign tax credit carry forward, in future periods when the amounts become deductible.

We have federal and state net operating loss carry forwards of $ 22.7 million and $ 14.4 million, respectively, which have various expiration dates beginning in fiscal 2039 through fiscal 2044, with some having an indefinite carry forward period.

We have foreign tax credit carry forwards of $ 147,000 which expire beginning in fiscal 2029 through fiscal 2034.

At February 2, 2025 and January 28, 2024, our

net deferred tax assets were $ 16.1 million and $ 12.0 million, respectively.

The increase in the valuation allowance of $ 122,000 was due

to additional foreign tax credit carryforward and a portion of state loss carryforwards.

We expect to fully realize the benefit of the

deferred tax assets, with the exception of a portion of the foreign tax credit carryforward, in future periods when the amounts become

We have federal and state net operating loss carryforwards

of $ 41.8 million and $ 28.6 million, respectively, which have various expiration dates beginning in fiscal 2039 through fiscal 2045, with

some having an indefinite carryforward period.

We have foreign tax credit carryforwards of $ 188,000 which expire beginning in fiscal 2029

through fiscal 2034.

We also have charitable contribution carry forwards of $ 4.5 million, which expire in fiscal 2028 and fiscal 2030.

Current accounting standards prescribe a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.

The guidance also addresses de-recognition, classification, interest and penalties, accounting in interim periods and disclosure.

We do not have unrecognized tax benefits as of January 28, 2024.

Tax years ending January 31, 2021 through January 28, 2024 remain subject to examination by federal and state taxing authorities.

NOTE 18 – SEGMENT INFORMATION

As a public entity, we are required to present disaggregated information by segment using the management approach.

The objective of this approach is to allow users of our financial statements to see our business through the eyes of management based upon the way management reviews performance and makes decisions.

The management approach requires segment information to be reported based on how management internally evaluates the operating performance of the company’s business units or segments.

The objective of this approach is to meet the basic principles of segment reporting as outlined in ASC 280 Segments (“ASC 280”), which are to allow the users of our financial statements to:

better understand our performance;

better assess our prospects for future net cash flows;

make more informed judgments about us as a whole.

We define our segments as those operations our chief operating decision maker (“CODM”) regularly reviews to analyze performance and allocate resources.

We measure the results of our segments using, among other measures, each segment’s net sales, gross profit and operating income, as determined by the information regularly reviewed by the CODM.

For financial reporting purposes, we are organized into three reportable segments and “All Other”, which includes the remainder of our businesses:

Hooker Branded , consisting of the operations of our imported Hooker Casegoods and Hooker Upholstery businesses;

Home Meridian , a business acquired at the beginning of fiscal 2017, is a stand-alone, mostly autonomous business that serves a different type or class of customer than do our other operating segments and at much lower margins;

Domestic Upholstery, which includes the domestic upholstery manufacturing operations of Bradington-Young, HF Custom (formerly Sam Moore), Shenandoah Furniture and Sunset West;

All Other , consisting of H Contract, BOBO Intriguing Objects, and Lifestyle Brands.

None of these operating segments were individually reportable;

accounting standards prescribe a recognition threshold and measurement attribute for the financial statement recognition and measurement

of a tax position taken or expected to be taken in a tax return.

The guidance also addresses de-recognition, classification, interest

and penalties, accounting in interim periods and disclosure.

We do not have unrecognized tax benefits as of February 2, 2025.

years ending January 30, 2022 through February 2, 2025 remain subject to examination by federal and state taxing authorities.

18 – SEGMENT INFORMATION

a public entity, we are required to present disaggregated information by segment using the management approach.

The objective of this

approach is to allow users of our financial statements to see our business through the eyes of management based upon the way management

reviews performance and makes decisions.

The management approach requires segment information to be reported based on how management

internally evaluates the operating performance of the company’s business units or segments.

The objective of this approach is to

meet the basic principles of segment reporting as outlined in ASC 280 Segments (“ASC 280”), which are to allow the

users of our financial statements to:

understand our performance;

assess our prospects for future net cash flows;

more informed judgments about us as a whole.

We define our segments as those operations our chief

operating decision maker (“CODM”) regularly reviews to analyze performance and allocate resources.

We measure the results

of our segments using, among other measures, each segment’s net sales, gross profit, key operating expenses and operating income,

as determined by the information regularly reviewed by the CODM.

The Company’s CODM is the Chief Executive Officer.

financial reporting purposes, we are organized into three reportable segments and “All Other”, which includes the remainder

of our businesses:

Branded , consisting of the operations of our imported Hooker Casegoods and Hooker Upholstery

Meridian , a business acquired at the beginning of fiscal 2017, is a stand-alone, mostly

autonomous business that serves a different type or class of customer than do our other operating

segments and at much lower margins;

Upholstery, which includes the domestic upholstery manufacturing operations of Bradington-Young,

HF Custom (formerly Sam Moore), Shenandoah Furniture and Sunset West;

Other , consisting of H Contract and BOBO.

None of these operating segments were individually

therefore, we combined them in “All Other” in accordance with ASC

Changes to segment reporting for fiscal 2024

We regularly monitor our reportable segments for changes in facts and circumstances to determine whether changes in the identification or aggregation of operating segments are necessary.

Before the fiscal 2024 third quarter, H Contract’s results included sales of products sourced from the Hooker Branded and Domestic Upholstery segments.

Due to a change in the way management internally evaluates operating performance, beginning with fiscal 2024 third quarter, Hooker Branded and Domestic Upholstery segments’ results now include sales of products formerly included in H Contract’s results.

Fiscal 2024 and fiscal 2023 results discussed below have been recast to reflect this change.

The Home Meridian segment is unchanged.

During the second quarter of fiscal 2024, we acquired substantially all the assets of BOBO Intriguing Objects.

Based on the requirements of ASC 280:

Segment Reporting, BOBO’s results are included in All Other on a prospective basis.

The following table presents segment information for the periods, and as of the dates, indicated.

The following table presents segment information

for the periods, and as of the dates indicated.

Prior-year information has been recast to reflect the changes in segments discussed above.

Fifty-Two Weeks Ended

January 28, 2024

January 29, 2023

January 30, 2022

53 Weeks Ended 52 Weeks Ended 52 Weeks Ended

February 2, 2025 January 28, 2024 January 29, 2023

% Net % Net % Net

Net Sales Sales Sales Sales

Hooker Branded $ 146,470 36.9 % $ 156,590 36.1 % $ 205,935 35.3 %

$ 156,590 36.2 % $ 205,935 35.3 % $ 200,945 33.8 %

Home Meridian 130,816 32.9 % 143,538 33.1 % 216,338 37.1 %

143,538 33.1 % 216,338 37.1 % 278,902 47.0 %

Domestic Upholstery 114,216 28.7 % 126,827 29.3 % 156,717 26.9 %

126,827 29.3 % 156,717 26.9 % 106,827 18.0 %

6,271 1.4 % 4,112 0.7 % 6,938 1.2 %

$ 433,226 100 % $ 583,102 100 % $ 593,612 100 %

All Other 5,963 1.5 % 6,271 1.4 % 4,112 0.7 %

Consolidated $ 397,465 100 % $ 433,226 100 % $ 583,102 100 %

Gross Profit/(Loss)

Hooker Branded $ 45,187 30.9 % $ 58,387 37.3 % $ 60,871 29.6 %

$ 57,671 36.8 % $ 60,871 29.6 % $ 63,333 31.5 %

Home Meridian 25,386 19.4 % 24,367 17.0 % ( 2,620 ) - 1.2 %

24,367 17.0 % ( 2,620 ) - 1.2 % 15,213 5.5 %

Domestic Upholstery 18,289 16.0 % 24,048 19.0 % 32,633 20.8 %

24,048 19.0 % 32,633 20.8 % 20,860 19.5 %

2,606 41.5 % 2,410 58.6 % 2,296 33.1 %

$ 108,692 25.1 % $ 93,294 16.0 % $ 101,702 17.1 %

Operating Income/(Loss)

All Other ( 214 ) - 3.6 % 1,890 30.1 % 2,410 58.6 %

Consolidated $ 88,648 22.3 % $ 108,692 25.1 % $ 93,294 16.0 %

Selling and Administrative Expenses

Hooker Branded $ 46,149 31.5 % $ 40,829 26.1 % $ 38,840 18.9 %

$ 16,844 10.8 % $ 22,030 10.7 % $ 30,705 15.3 %

Home Meridian 29,593 22.6 % 28,575 19.9 % 33,215 15.4 %

( 5,530 ) - 3.9 % ( 37,181 ) - 17.2 % ( 21,260 ) - 7.6 %

Domestic Upholstery 21,287 18.6 % 20,582 16.2 % 21,584 13.8 %

1,131 0.9 % 8,871 5.7 % 4,675 4.4 %

( 87 ) - 1.4 % 234 5.7 % 723 10.4 %

$ 12,358 2.9 % $ ( 6,046 ) - 1.0 % $ 14,843 2.5 %

All Other 3,186 53.4 % 2,692 42.9 % 2,176 52.9 %

Consolidated $ 100,215 25.2 % $ 92,678 21.4 % $ 95,815 16.4 %

Trade name impairment

Home Meridian $ 2,831 2.2 % $ - 0.0 % $ 13 0.0 %

Consolidated $ 2,831 0.7 % $ - 0.0 % $ 13 0.0 %

Intangible assets amortization

Home Meridian $ 1,311 1.0 % $ 1,322 0.9 % $ 1,334 0.6 %

Domestic Upholstery 2,376 2.1 % 2,334 1.8 % 2,178 1.4 %

Consolidated $ 3,687 0.9 % $ 3,656 0.8 % $ 3,512 0.6 %

Operating (Loss) / Income

Hooker Branded $ ( 962 ) - 0.7 % $ 17,560 11.2 % $ 22,030 10.7 %

Home Meridian ( 8,349 ) - 6.4 % ( 5,530 ) - 3.9 % ( 37,181 ) - 17.2 %

Domestic Upholstery ( 5,374 ) - 4.7 % 1,131 0.9 % 8,871 5.7 %

All Other ( 3,400 ) - 57.0 % ( 803 ) - 12.8 % 234 5.7 %

Consolidated $ ( 18,085 ) - 4.6 % $ 12,358 2.9 % $ ( 6,046 ) - 1.0 %

Other Income, net

Hooker Branded $ 1,292 0.9 % $ 872 0.6 % $ ( 131 ) - 0.1 %

Home Meridian 170 0.1 % 765 0.5 % 387 0.2 %

Domestic Upholstery 770 0.7 % 2 0.0 % 160 0.1 %

All Other 701 11.8 % 14 0.2 % - 0.0 %

Consolidated $ 2,933 0.7 % $ 1,653 0.4 % $ 416 0.1 %

Interest expense - Corporate $ 1,274 0.3 % $ 1,573 0.4 % $ 519 0.1 %

Income taxes - Corporate $ ( 3,919 ) - 1.0 % $ 2,573 0.6 % $ ( 1,837 ) - 0.3 %

Net (loss) / income - Corporate $ ( 12,507 ) - 3.1 % $ 9,865 2.3 % $ ( 4,312 ) - 0.7 %

Restructuring costs

Hooker Branded $ 1,406 1.0 % $ - 0.0 % $ - 0.0 %

Home Meridian 851 0.7 % $ - 0.0 % $ - 0.0 %

Domestic Upholstery 639 0.6 % $ - 0.0 % $ - 0.0 %

All Other 2,011 33.7 % $ - 0.0 % $ - 0.0 %

Consolidated $ 4,907 1.2 % $ - 0.0 % $ - 0.0 %

Bad debt related to major customer bankruptcy

Home Meridian 3,084 2.4 % $ - 0.0 % $ - 0.0 %

Consolidated $ 3,084 0.8 % $ - 0.0 % $ - 0.0 %

Capital Expenditures

Hooker Branded $ 1,438 $ 4,185 $ 1,813

$ 4,185 $ 1,813 $ 558

Home Meridian 280 1,679 1,280

1,679 1,280 4,829

Domestic Upholstery 1,514 860 1,106

860 1,106 1,295

$ 6,815 $ 4,199 $ 6,692

All Other 11 91 -

Consolidated $ 3,243 $ 6,815 $ 4,199

Depreciation & Amortization

Hooker Branded $ 2,254 $ 2,268 $ 2,092

$ 2,268 $ 2,092 $ 2,530

Home Meridian 2,590 2,689 2,886

2,689 2,899 2,594

Domestic Upholstery 4,278 3,972 3,827

3,972 3,827 2,678

$ 8,956 $ 8,829 $ 7,814

As of January 28,

As of January 29,

All Other 107 27 11

Consolidated $ 9,229 $ 8,956 $ 8,816

of February 2,

Hooker Branded

1 unchanged sentence

Domestic Upholstery

Goodwill and Intangibles

Consolidated Assets

Consolidated Goodwill and Intangibles

Total Consolidated Assets

Sales by product type are as follows:

by product type are as follows:

Net Sales (in thousands)

No significant long-lived assets were held outside the United States at either January 28, 2024 or January 29, 2023.

International customers accounted for less than 2 % of consolidated invoiced sales in fiscal 2024, 2023 and 2022.

We define international sales as sales outside of the United States and Canada.

NOTE 19 – COMMITMENTS, CONTINGENCIES AND OFF-BALANCE SHEET ARRANGEMENTS

Commitments and Off-Balance Sheet Arrangements

We had letters of credit outstanding totaling $ 6.7 million on January 28, 2024.

We utilize letters of credit to collateralize certain imported inventory purchases and certain insurance arrangements.

In the ordinary course of our business, we may become involved in legal proceedings involving contractual and employment relationships, product liability claims, intellectual property rights and a variety of other matters.

We do not believe that any pending legal proceedings will have a material impact on our financial position or results of operations.

Our business is subject to a number of significant risks and uncertainties, including our reliance on offshore sourcing, any of which can adversely affect our business, results of operations, financial condition or future prospects.

NOTE 20 – CONCENTRATIONS OF RISK

Imported Products Sourcing

We source imported products through multiple vendors, located in ten countries.

Because of the large number and diverse nature of the foreign factories from which we can source our imported products, we have some flexibility in the placement of products in any particular factory or country.

Factories located in Vietnam are a critical resource for Hooker Furnishings.

In fiscal 2024, imported products sourced from Vietnam accounted for 88 % of our import purchases and our top five suppliers accounted for 60 % of our fiscal 2024 import purchases.

A disruption in our supply chain from Vietnam could significantly impact our ability to fill customer orders for products manufactured at that factory or in that country.

Raw Materials Sourcing for Domestic Upholstery Manufacturing

Our five largest domestic upholstery suppliers accounted for 35 % of our raw materials supply purchases for domestic upholstered furniture manufacturing operations in fiscal 2024.

significant long-lived assets were held outside the United States at either February 2, 2025 or January 28, 2024.

International customers

accounted for less than 2 % of consolidated invoiced sales in fiscal 2025, 2024, and 2023.

We define international sales as sales outside

of the United States and Canada.

19 – COMMITMENTS, CONTINGENCIES AND OFF-BALANCE SHEET ARRANGEMENTS

and Off-Balance Sheet Arrangements

had letters of credit outstanding totaling $ 6.7 million on February 2, 2025.

We utilize letters of credit to collateralize certain imported

inventory purchases and certain insurance arrangements.

the ordinary course of our business, we may become involved in legal proceedings involving contractual and employment relationships,

product liability claims, intellectual property rights and a variety of other matters.

We do not believe that any pending legal proceedings

will have a material impact on our financial position or results of operations.

business is subject to a number of significant risks and uncertainties, including our reliance on offshore sourcing, any of which can

adversely affect our business, results of operations, financial condition or future prospects.

20 – CONCENTRATIONS OF RISK

Products Sourcing

source imported products through multiple vendors, located in six countries.

Because of the large number and diverse nature of the foreign

factories from which we can source our imported products, we have some flexibility in the placement of products in any particular factory

located in Vietnam are a critical resource for Hooker Furnishings.

In fiscal 2025, imported products sourced from Vietnam accounted for

76 % of our import purchases and our top five suppliers accounted for 63 % of our fiscal 2025 import purchases.

A disruption in our supply

chain from Vietnam could significantly impact our ability to fill customer orders for products manufactured at that factory or in that

Materials Sourcing for Domestic Upholstery Manufacturing

five largest domestic upholstery suppliers accounted for 31 % of our raw materials supply purchases for domestic upholstered furniture

manufacturing operations in fiscal 2025.

One supplier accounted for 7 % of our raw material purchases in fiscal 2025.

Should disruptions with these suppliers occur, we believe we could successfully source these products from other suppliers without significant disruption to our operations.

Concentration of Sales and Accounts Receivable

One customer accounted for approximately 6 % of our consolidated sales in fiscal 2024.

Our top five customers accounted for 22 % of our fiscal 2024 consolidated sales.

The loss of any one or more of these customers could adversely affect our earnings, financial condition and liquidity.

At January 28, 2024, 16 % of our consolidated accounts receivable is concentrated in our top five customers.

NOTE 21 - RELATED PARTY TRANSACTIONS

We lease the four properties utilized in Shenandoah’s operations.

One of our employees has an ownership interest in the entities that own these properties.

Should disruptions

with these suppliers occur, we believe we could successfully source these products from other suppliers without significant disruption

to our operations.

Concentration

of Sales and Accounts Receivable

customer accounted for approximately 6 % of our consolidated sales in fiscal 2025.

Our top five customers accounted for 24 % of our fiscal

2025 consolidated sales.

The loss of any one or more of these customers could adversely affect our

earnings, financial condition and liquidity.

At February 2, 2025, 36 % of our consolidated accounts receivable is concentrated

in our top five customers.

21 – RELATED PARTY TRANSACTIONS

lease the four properties utilized in Shenandoah’s operations.

One of our employees has an ownership interest in the entities that

own these properties.

The leases commenced on September 29, 2017 with an option to renew each for an additional seven years .

All four leases include annual rent escalation clauses with respect to minimum lease payments after the initial 84-month term of the lease is completed.

In addition to monthly lease payments, we also incur expenses for property taxes, routine repairs and maintenance and other operating expenses.

The total amount of the lease expenses and other expenses do not have a material effect on our consolidated financial statements.

NOTE 22 - SUBSEQUENT EVENTS

Cash Dividend

On March 4, 2024 , our Board of Directors declared a quarterly cash dividend of $ 0.23 per share, payable on March 29, 2024 to shareholders of record at March 18, 2024 .

leases include annual rent escalation clauses with respect to minimum lease payments after the initial 84-month term of the lease is

In addition to monthly lease payments, we also incur expenses for property taxes, routine repairs and maintenance and other

operating expenses.

The total amount of the lease expenses and other expenses do not have a material effect on our consolidated financial

22 – SUBSEQUENT EVENTS

March 5, 2024, our Board of Directors declared a quarterly cash dividend of $ 0.23 per share, payable on March 31, 2024 to shareholders

of record at March 17, 2025.

Warehouse Exit

On March 24, 2025, we announced our planned exit

of our Savannah, Georgia warehouse facility and the consolidation of warehousing operations in existing facilities.

We recorded $ 1.3 million

in non-cash related charges in fiscal 2025 and currently expect to record between $ 3.0 -$ 4.0 million in non-cash related charges in fiscal

2026 in connection with this exit.

Amounts recorded in fiscal 2025 consist of inventory reserves for items at or near the end of their

product life cycles that would incur significant costs to move to our existing facilities.

Amounts expected to be recorded in fiscal 2026

consist of fixed asset impairment, severance, and moving costs, net of an expected gain upon lease termination.

The amounts of expected

fiscal 2026 non-cash charges and savings are largely dependent on the timing of the completion of the exit and could differ from these

preliminary estimates.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures