Item 1. Financial Statements
Item
1. Financial Statements
HOOKER
FURNISHINGS CORPORATION AND SUBSIDIARIES
CONDENSED
CONSOLIDATED BALANCE SHEETS
(In
thousands)
As of
May 4,
February 2,
2025
2025
(unaudited)
Assets
Current assets
Cash and cash equivalents
$ 18,011
$ 6,295
Trade accounts receivable, net
39,597
58,198
Inventories
64,316
70,755
Income tax recoverable
-
521
Prepaid expenses and other current assets
6,144
5,355
Total current assets
128,068
141,124
Property, plant and equipment, net
28,164
28,195
Cash surrender value of life insurance policies
30,015
29,238
Deferred taxes
17,120
16,057
Operating leases right-of-use assets
43,689
45,575
Intangible assets, net
21,191
22,104
Goodwill
15,036
15,036
Other assets
16,402
16,613
Total non-current assets
171,617
172,818
Total assets
$ 299,685
$ 313,942
Liabilities and Shareholders’ Equity
Current liabilities
Trade accounts payable
$ 11,534
$ 20,001
Accrued salaries, wages and benefits
4,006
3,851
Accrued income taxes
292
49
Customer deposits
6,386
5,655
Current portion of operating lease liabilities
7,647
7,502
Other accrued expenses
2,643
2,916
Total current liabilities
32,508
39,974
Long term debt
22,263
21,717
Deferred compensation
6,649
6,795
Operating lease liabilities
39,108
41,073
Total long-term liabilities
68,020
69,585
Total liabilities
100,528
109,559
Shareholders’ equity
Common stock, no par value, 20,000 shares authorized, 10,712 and 10,703 shares issued and outstanding on each date
50,831
50,474
Retained earnings
147,787
153,336
Accumulated other comprehensive income
539
573
Total shareholders’ equity
199,157
204,383
Total liabilities and shareholders’ equity
$ 299,685
$ 313,942
The
accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
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HOOKER
FURNISHINGS CORPORATION AND SUBSIDIARIES
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
(In
thousands, except per share data)
(Unaudited)
For the
Thirteen Weeks Ended
May 4,
April 28,
2025
2024
Net sales
$ 85,316
$ 93,571
Cost of sales
66,314
74,350
Gross profit
19,002
19,221
Selling and administrative expenses
21,653
23,467
Intangible asset amortization
913
924
Operating (loss) / income
( 3,564 )
( 5,170 )
Other income, net
126
627
Interest expense, net
378
364
(Loss) / income before income taxes
( 3,816 )
( 4,907 )
Income tax (benefit) / expense
( 764 )
( 816 )
Net (loss) / income
$ ( 3,052 )
$ ( 4,091 )
(Loss) / earnings per share
Basic
$ ( 0.29 )
$ ( 0.39 )
Diluted
$ ( 0.29 )
$ ( 0.39 )
Weighted average shares outstanding:
Basic
10,563
10,496
Diluted
10,563
10,496
Cash dividends declared per share
$ 0.23
$ 0.23
The
accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
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HOOKER
FURNISHINGS CORPORATION AND SUBSIDIARIES
CONDENSED
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) / INCOME
(In
thousands)
(Unaudited)
For the
Thirteen Weeks Ended
May 4,
April 28,
2025
2024
Net (loss) / income
$ ( 3,052 )
$ ( 4,091 )
Other comprehensive income:
Actuarial adjustments
( 45 )
( 59 )
Income tax effect on adjustments
11
14
Adjustments to net periodic benefit cost
( 34 )
( 45 )
Total comprehensive (loss) / income
$ ( 3,086 )
$ ( 4,136 )
The
accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
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HOOKER
FURNISHINGS CORPORATION AND SUBSIDIARIES
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In
thousands)
(Unaudited)
For the
Thirteen Weeks Ended
May 4,
April 28,
2025
2024
Operating Activities:
Net (loss) / income
$
( 3,052
)
$
( 4,091
)
Adjustments to reconcile net income to net cash (used in) / provided by operating activities:
Depreciation and amortization
2,203
2,283
Deferred income tax expense
( 1,052
)
( 1,329
)
Noncash restricted stock and performance awards
357
205
Provision for doubtful accounts and sales allowances
( 247
)
( 408
)
Gain on life insurance policies
( 679
)
( 938
)
(Gain) / loss on disposal of assets
15
-
Changes in assets and liabilities:
Trade accounts receivable
18,847
2,102
Inventories
6,440
5,179
Income tax recoverable
521
493
Prepaid expenses and other assets
( 928
)
( 2,183
)
Trade accounts payable
( 8,498
)
2,122
Accrued salaries, wages, and benefits
155
( 1,758
)
Accrued income taxes
243
-
Customer deposits
731
690
Operating lease assets and liabilities
67
139
Other accrued expenses
( 270
)
( 819
)
Deferred compensation
( 190
)
( 210
)
Net cash provided by operating activities
$
14,663
$
1,477
Investing Activities:
Purchases of property and equipment
( 851
)
( 843
)
Premiums paid on life insurance policies
( 116
)
( 116
)
Net cash used in investing activities
$
( 967
)
$
( 959
)
Financing Activities:
Proceeds from revolving credit facility
534
-
Cash dividends paid
( 2,497
)
( 2,452
)
Debt issuance cost
( 17
)
-
Payments for long-term loans
-
( 350
)
Net cash used in financing activities
$
( 1,980
)
$
( 2,802
)
Net increase / (decrease) in cash and cash equivalents
11,716
( 2,284
)
Cash and cash equivalents - beginning of year
6,295
43,159
Cash and cash equivalents - end of quarter
$
18,011
$
40,875
Supplemental disclosure of cash flow information:
Cash paid for income taxes, net of refund
$
( 475
)
$
15
Cash paid for interest, net
466
367
Non-cash transactions:
Increase / (decrease) in lease liabilities arising from changes in right-of-use assets
$
10
$
287
Increase in property and equipment through accrued purchases
30
26
The
accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
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HOOKER
FURNISHINGS CORPORATION AND SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF STOCKHOLDERS’ EQUITY
(In
thousands, except per share data)
(Unaudited)
Accumulated
Other
Total
Common Stock
Retained
Comprehensive
Shareholders’
Shares
Amount
Earnings
Income
Equity
Balance at January 28, 2024
10,672
$ 49,524
$ 175,717
$ 734
$ 225,975
Net loss for the 13 weeks ended April 28, 2024
( 4,091 )
( 4,091 )
Actuarial adjustments on defined benefit plan, net of tax of $ 14
( 45 )
( 45 )
Cash dividends paid and accrued ($ 0.23 per share)
( 2,452 )
( 2,452 )
Restricted stock grants, net of forfeitures
7
( 205 )
( 205 )
Restricted stock compensation cost
268
268
Performance-based restricted stock units cost
142
142
Balance at April 28, 2024
10,679
$ 49,729
$ 169,174
$ 689
$ 219,592
Balance at February 2, 2025
10,703
$ 50,474
$ 153,336
$ 573
$ 204,383
Net loss for the 13 weeks ended May 4, 2025
( 3,052 )
( 3,052 )
Actuarial adjustments on defined benefit plan, net of tax of $ 11
( 34 )
( 34 )
Cash dividends paid and accrued ($ 0.23 per share)
( 2,497 )
( 2,497 )
Restricted stock grants, net of forfeitures
9
( 212 )
( 212 )
Restricted stock compensation cost
417
417
Performance-based restricted stock units cost
152
152
Balance at May 4, 2025
10,712
$ 50,831
$ 147,787
$ 539
$ 199,157
The
accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
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HOOKER
FURNISHINGS CORPORATION AND SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollar
and share amounts in tables, except per share amounts, in thousands unless otherwise indicated)
(Unaudited)
For
the Thirteen Weeks Ended May 4, 2025
1. Preparation
of Interim Financial Statements
The
condensed consolidated financial statements of Hooker Furnishings Corporation and subsidiaries (referred to as “we,” “us,”
“our,” “Hooker” or the “Company”) have been prepared in accordance with the rules and regulations
of the Securities and Exchange Commission (“SEC”). In the opinion of management these statements include all adjustments
necessary for a fair statement of the results of all interim periods reported herein. All such adjustments are of a normal recurring
nature. Certain information and footnote disclosures prepared in accordance with U.S. generally accepted accounting principles (“GAAP”)
are condensed or omitted pursuant to SEC rules and regulations. However, we believe that the disclosures made are adequate for a fair
presentation of our results of operations and financial position. These financial statements should be read in conjunction with the audited
consolidated financial statements and accompanying notes included in our annual report on Form 10-K for the fiscal year ended February
2, 2025 (“2025 Annual Report”). The preparation of financial statements in conformity with GAAP requires us to make estimates
and assumptions that affect both the reported amounts of assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual results could differ from our estimates. Operating results for the
interim periods reported herein may not be indicative of the results expected for the fiscal year.
The
financial statements contained herein are being filed as part of a quarterly report on Form 10-Q covering the 2026 fiscal year thirteen-week
period (also referred to as “three months,” “three-month period,” “quarter,” “first quarter”
or “quarterly period”) that began February 3, 2025 and ended May 4, 2025. This report discusses our results of operations
for these periods compared to the 2025 fiscal year thirteen-week period that began January 29, 2024 and ended April 28, 2024; and our
financial condition as of May 4, 2025 compared to February 2, 2025.
References
in these notes to the condensed consolidated financial statements of the Company to:
■ the
2026 fiscal year and comparable terminology mean the fifty-two-week fiscal year that began February 3, 2025 and will end February 1,
2026; and
■ the
2025 fiscal year and comparable terminology mean the fifty-three-week fiscal year that began January 29, 2024 and ended February 2, 2025.
2. Recently
Adopted Accounting Policies
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.
In
November 2024, the FASB issued ASU 2024-03, “Disaggregation of income statement expenses”. The new guidance requires new
tabular disclosures to disaggregate prescribed natural expenses underlying any income statement caption. ASU 2024-03 is effective for
annual periods beginning after December 15, 2026 (our fiscal 2027). 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.
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3. Accounts
Receivable
May 4,
February 2,
2025
2025
Gross accounts receivable
$ 45,324
$ 64,344
Customer allowances
( 958 )
( 1,019 )
Allowance for doubtful accounts
( 4,769 )
( 5,127 )
Trade accounts receivable
$ 39,597
$ 58,198
4. Inventories
May 4,
February 2,
2025
2025
Finished furniture
$ 76,165
$ 82,635
Furniture in process
1,610
1,524
Materials and supplies
11,382
11,229
Inventories at FIFO
89,157
95,388
Reduction to LIFO basis
( 24,841 )
( 24,633 )
Inventories
$ 64,316
$ 70,755
5. Property,
Plant and Equipment
Depreciable
Lives
May 4,
February 2,
(In years)
2025
2025
Buildings and land improvements
15 - 30
$ 34,443
$ 34,439
Machinery and equipment
10
12,198
12,165
Computer software and hardware
3 - 10
8,287
8,581
Leasehold improvements
Term of lease
13,254
13,233
Furniture and fixtures
3 - 10
7,490
7,487
Other
5
701
701
Total depreciable property at cost
76,373
76,606
Less accumulated depreciation
( 52,061 )
( 51,443 )
Total depreciable property, net
24,312
25,163
Land
1,077
1,077
Construction-in-progress
2,775
1,955
Property, plant and equipment, net
$ 28,164
$ 28,195
6. 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 contracts. These costs are recorded in “other noncurrent assets” of our consolidated
balance sheets. We amortize on a straight-line basis over 10-years term. The amortization expenses are recorded as a component of selling
and administrative expenses in our consolidated statements of operations.
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Implementation
costs of $ 203,000 and interest expense of $ 62,000 were capitalized in fiscal 2026 first quarter. Implementation costs of $ 1.3 million
and interest expense of $ 55,000 were capitalized in fiscal 2025 first quarter. Amortization expenses of $ 368,000 and $ 291,000 were recorded
in first quarters of fiscal 2026 and 2025, respectively. The capitalized implementation costs at May 4, 2025 and February 2, 2025 were
as follows :
May 4, 2025
February 2, 2025
Gross
carrying
amount
Accumulated
amortization
Gross
carrying
amount
Accumulated
amortization
Implementation Costs
$ 16,984
$ ( 1,924 )
$ 16,782
$ ( 1,561 )
Interest Expenses
658
( 32 )
596
( 27 )
7. 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. 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; and
■ 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 May 4, 2025 and February 2, 2025, 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 May 4, 2025 and February 2, 2025, were as follows:
Fair value at May 4, 2025
Fair value at February 2, 2025
Description
Level 1
Level 2
Level 3
Total
Level 1
Level 2
Level 3
Total
(In thousands)
Assets measured at fair value
Company-owned life insurance
$ -
$ 30,015
$ -
$ 30,015
$ -
$ 29,238
$ -
$ 29,238
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8. Intangible
Assets
Our
intangible assets with indefinite lives consist of: goodwill related to the Shenandoah, Sunset West and BOBO Intriguing Objects acquisitions;
and trademarks and tradenames related to the acquisitions of Bradington-Young, Home Meridian and BOBO Intriguing Objects. Our intangible
assets with definite lives are recorded in our Home Meridian and Domestic Upholstery segments. Details of our intangible assets are as
follows:
May 4, 2025
February 2, 2025
Gross
carrying
amount
Impairment /
Accumulated
Amortization
Gross
carrying
amount
Impairment /
Accumulated
Amortization
Intangible assets with indefinite lives:
Goodwill
Domestic Upholstery - Shenandoah *
490
-
490
-
Domestic Upholstery - Sunset West
14,462
-
14,462
-
All Other - BOBO Intriguing Objects
84
-
84
-
Goodwill
15,036
-
15,036
-
Trademarks and Trade names *
5,180
-
5,180
-
Intangible assets with definite lives:
Customer Relationships
38,001
( 23,189 )
38,001
( 22,349 )
Trademarks and Trade names
2,334
( 1,134 )
2,334
( 1,062 )
Intangible assets, net
45,515
( 24,323 )
45,515
( 23,411 )
*: 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.
Amortization
expenses for intangible assets with definite lives were $ 913,000 and $ 924,000 for the first quarters of fiscal 2026 and 2025, respectively.
For the remainder of fiscal 2026, amortization expense is expected to be approximately $ 2.6 million
9. Leases
We
have operating leases for warehouses, showrooms, manufacturing facilities, offices and equipment. We recognized sublease income of $ 18,000
and $ 53,000 in the first quarters of fiscal 2026 and 2025, respectively.
The
components of lease cost and supplemental cash flow information for leases for the first quarters of fiscal 2026 and 2025 were:
Thirteen Weeks Ended
May 4,
2025
April 28,
2024
Operating lease cost
$ 2,541
$ 2,526
Variable lease cost
88
105
Short-term lease cost
49
116
Total operating lease cost
$ 2,678
$ 2,747
Operating cash outflows
$ 2,611
$ 2,608
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The
right-of-use assets and lease liabilities recorded on our condensed consolidated balance sheets as of May 4, 2025 and February 2, 2025
were as follows:
May 4,
2025
February 2,
2025
Real estate
$ 42,818
$ 44,640
Property and equipment
871
935
Total operating leases right-of-use assets
$ 43,689
$ 45,575
Current portion of operating lease liabilities
$ 7,647
$ 7,502
Long term operating lease liabilities
39,108
41,073
Total operating lease liabilities
$ 46,755
$ 48,575
The
weighted-average discount rate is 5.50 %. The weighted-average remaining lease term is 6.0 years.
The
following table reconciles the undiscounted future lease payments for operating leases to the operating lease liabilities recorded in
the condensed consolidated balance sheets on May 4, 2025:
Undiscounted
Future
Operating
Lease
Payments
Remainder of fiscal 2026
$ 7,486
2027
10,091
2028
8,426
2029
7,724
2030
7,337
2031 and thereafter
14,481
Total lease payments
$ 55,545
Less: impact of discounting
( 8,790 )
Present value of lease payments
$ 46,755
10. Long-Term
Debt
On
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 will be available
(a) on entry into the Amended and Restated Loan Agreement to replace the outstanding loans and letters of credit outstanding under
the Existing Loan Agreement and to pay fees and expenses related to entry into the Amended and Restated Loan Agreement and (b) from
and after entry into the Amended and Restated Loan Agreement, for general working capital and other corporate purposes of the
Borrower.
Availability
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
Base”). 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.
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Outstanding
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 %. We must also
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.
We
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.
The
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.
The
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).
The
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.
We
incurred $ 480,000 in fiscal 2025 and an additional $ 17,000 in fiscal 2026 first quarter in debt issuance costs in connection with our
term loans. As of May 4, 2025, unamortized loan costs of $ 456,000 were netted against the carrying value of our term loans on our consolidated
balance sheets.
As
of May 4, 2025, we had $ 22.6 million principal amount of outstanding loans and $ 6.7 million face amount of letters of credit. We had
$ 40.7 million of Availability based on the current Borrowing Base. There were no additional borrowings outstanding under the Amended
and Restated Loan Agreement as of May 4, 2025.
11. Earnings
Per Share
We
refer you to the discussion of Earnings Per Share in Note 1. Summary of Significant Accounting Policies, in the financial statements
included in our 2024 Annual Report, for additional information concerning the calculation of earnings per share (EPS).
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 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
applicable vesting date. 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. 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 PSUs issued under the Company’s 2024 Plan in fiscal 2025 and afterwards,
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.
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Table of Contents
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:
May 4,
February 2,
2025
2025
Restricted shares
120
151
RSUs and PSUs
212
115
332
266
All
restricted shares, RSUs and PSUs awarded that have not yet vested are considered when computing diluted earnings per share.
The
following table sets forth the computation of basic and diluted earnings per share:
Thirteen Weeks Ended
May 4,
April 28,
2025
2024
Net (loss) / income
$ ( 3,052 )
$ ( 4,091 )
Less: Unvested participating restricted stock dividends
33
41
Net earnings allocated to unvested participating restricted stock
-
-
(Loss) / Earnings available for common shareholders
( 3,085 )
( 4,132 )
Weighted average shares outstanding for basic earnings per share
10,563
10,496
Dilutive effect of unvested restricted stock, RSU and PSU awards
-
-
Weighted average shares outstanding for diluted earnings per share
10,563
10,496
Basic (loss) / earnings per share
$ ( 0.29 )
$ ( 0.39 )
Diluted (loss) / earnings per share
$ ( 0.29 )
$ ( 0.39 )
Due
to net losses in the first quarters of fiscal 2026 and 2025, approximately 133,000 and 203,000 shares would have been antidilutive and
are therefore excluded from the calculation of earnings per share, respectively.
12. Income
Taxes
We
recorded income tax benefits of $ 764 ,000 and $ 816 ,000 for the fiscal 2026 and fiscal 2025 first quarters, respectively. The effective
tax rates for the fiscal 2026 and 2025 first quarters were 20.0 % and 16.6 %, respectively. The increase in the effective tax rate for
the current fiscal quarter was primarily attributable to a non-taxable life insurance gain recognized in the prior-year period, which
reduced the effective tax rate.
No
material and non-routine positions have been identified as uncertain tax positions.
Tax
years ending January 29, 2023 through February 2, 2025 remain subject to examination by federal and state taxing authorities.
14
Table of Contents
13. 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; and
■ 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. The Company’s CODM is the Chief Executive
Officer. The CODM regularly reviews net sales, gross profit, and operating income by segment as the primary measures of segment performance.
The CODM reviews net sales as a primary indicator of operational performance, assessing how much revenue is brought in from core business
activities, after returns, allowances, and discounts, which reflects demand and execution of each segment’s strategy. Gross profit
is reviewed by the CODM as a diagnostic metric, particularly useful in evaluating margin trends. Operating income is the key profitability
metric used to assess performance across segments and make decisions related to resource allocation, including capital expenditures, headcount,
and other investment initiatives. These metrics are considered in budgeting, forecasting, and operational planning decisions.
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 , 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; and
■ All
Other , consisting of intercompany eliminations and operating segments that are not individually
reportable. Due to a change in the way management internally evaluates operating performance,
beginning with the fiscal 2026 first quarter, Hooker Branded and Domestic Upholstery segments’
results now include all the sales of products formerly included in H Contract’s results.
Fiscal 2025 results discussed below have been recast to reflect this change.
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Table of Contents
The
following tables present segment information for the periods, and as of the dates, indicated.
Thirteen Weeks Ended
May 4,
2025
April 28,
2024
% Net
% Net
Net Sales
Sales
Sales
Hooker Branded
$
37,108
43.5
%
$
36,808
39.3
%
Home Meridian
18,811
22.0
%
26,424
28.2
%
Domestic Upholstery
28,913
33.9
%
30,027
32.1
%
All Other
484
0.6
%
312
0.3
%
Consolidated
$
85,316
100
%
$
93,571
100
%
Gross Profit
Hooker Branded
$
11,065
29.8
%
$
11,457
31.1
%
Home Meridian
2,733
14.5
%
3,301
12.5
%
Domestic Upholstery
5,280
18.3
%
4,705
15.7
%
All Other
( 76
)
- 15.7
%
( 242
)
- 77.6
%
Consolidated
$
19,002
22.3
%
$
19,221
20.5
%
Selling and Administrative Expenses
Hooker Branded
$
11,037
29.7
%
$
11,277
30.6
%
Home Meridian
5,245
27.9
%
6,394
24.2
%
Domestic Upholstery
5,290
18.3
%
5,419
18.0
%
All Other
81
16.7
%
377
120.8
%
Consolidated
$
21,653
25.4
%
$
23,467
25.1
%
Intangible assets amortization
Home Meridian
$
327
1.7
%
$
330
1.2
%
Domestic Upholstery
586
2.0
%
594
2.0
%
Consolidated
$
913
1.1
%
$
924
1.0
%
Operating (Loss) / Income
Hooker Branded
$
27
0.1
%
$
179
0.5
%
Home Meridian
( 2,840
)
- 15.1
%
( 3,423
)
- 13.0
%
Domestic Upholstery
( 595
)
- 2.1
%
( 1,308
)
- 4.4
%
All Other
( 156
)
- 32.2
%
( 618
)
- 198.1
%
Consolidated
$
( 3,564
)
- 4.2
%
$
( 5,170
)
- 5.5
%
Other Income, net
Hooker Branded
$
81
0.2
%
$
386
1.0
%
Home Meridian
14
0.1
%
240
0.9
%
Domestic Upholstery
-
0.0
%
-
0.0
%
All Other
31
6.4
%
1
0.3
%
Consolidated
$
126
0.1
%
$
627
0.7
%
Interest expense - Corporate
$
378
0.4
%
$
364
0.4
%
Income taxes - Corporate
$
( 764
)
- 0.9
%
$
( 816
)
- 0.9
%
Net (loss) / income - Corporate
$
( 3,052
)
- 3.6
%
$
( 4,091
)
- 4.4
%
Restructuring Costs
Hooker Branded
$
127
$
-
Home Meridian
277
-
Domestic Upholstery
113
-
All Other
6
-
Consolidated
$
523
$
-
Capital Expenditures
Hooker Branded
$
675
$
205
Home Meridian
134
235
Domestic Upholstery
42
392
All Other
-
11
Consolidated
$
851
$
843
Depreciation & Amortization
Hooker Branded
$
532
$
681
Home Meridian
582
625
Domestic Upholstery
1,037
968
All Other
52
9
Consolidated
$
2,203
$
2,283
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Table of Contents
As of
May 4,
As of
February 2,
2025
%Total
2025
%Total
Assets
Assets
Assets
Hooker Branded
$
162,672
61.6
%
$
153,373
55.4
%
Home Meridian
42,174
16.0
%
62,338
22.5
%
Domestic Upholstery
56,664
21.5
%
58,746
21.2
%
All Other
1,947
0.9
%
2,344
0.8
%
Consolidated Assets
$
263,457
100
%
$
276,801
100
%
Consolidated Goodwill and Intangibles
36,228
37,141
Total Consolidated Assets
$
299,685
$
313,942
Sales
by product type are as follows:
Net Sales (in thousands)
Thirteen Weeks Ended
May 4,
2025
%Total
April 28,
2024
%Total
Casegoods
$ 48,520
57 %
$ 53,109
57 %
Upholstery
36,796
43 %
40,462
43 %
$ 85,316
100 %
$ 93,571
100 %
14. Subsequent
Events
Dividends
On
June 3, 2025 , our board of directors declared a quarterly cash dividend of $ 0.23 per share which will be paid on June 30, 2025 to shareholders
of record at June 16, 2025 .
17
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.