HOOKER FURNISHINGS Corp 10-Q

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations All references to the “Company,” “we,” “us” and “our” in this document refer to Hooker Furnishings Corporation and its consolidated subsidiaries, unless specifically referring to segment information. All references to the “Hooker,” “Hooker Division(s),” “Hooker Legacy Brands” or “traditional Hooker” divisions or companies refer to all current business units and brands except for those in the Home Meridian segment. The Hooker Branded segment includes Hooker Casegoods and Hooker Upholstery. The Domestic Upholstery segment includes Bradington-Young, HF Custom (formerly Sam Moore), Shenandoah Furniture and Sunset West. All Other includes intercompany eliminations and operating segments that are not individually reportable. Forward-Looking Statements Certain statements made in this report, including statements under Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in the notes to the consolidated financial statements included in this report, are not based on historical facts, but are forward-looking statements. These statements reflect our reasonable judgment with respect to future events and typically can be identified by the use of forward-looking terminology such as “believes,” “expects,” “projects,” “intends,” “plans,” “may,” “will,” “should,” “would,” “could,” or “anticipates,” or the negatives thereof, or other variations thereof, or comparable terminology, or by discussions of strategy. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Those risks and uncertainties include but are not limited to: (1) adverse political acts or developments in, or affecting, the international markets from which we import products and some components used in our Domestic Upholstery segment, including duties or tariffs imposed on those products or product components by foreign governments or the U.S. government, such as the current twenty percent tariff, potential additional higher reciprocal tariffs on imports from key sourcing countries, U.S. Department of Commerce’s Section 232 investigation into timber, lumber, and their derivative products, including furniture, affecting the countries from which we source imported home furnishings and components, including the possible adverse effects on our sales, earnings, and liquidity; (2) general economic or business conditions, both domestically and internationally, including the current macro-economic uncertainties and challenges to the retail environment for home furnishings along with instability in the financial and credit markets, in part due to fluctuating interest rates and housing market volatility, which can affect consumer spending patterns, existing home sales, and demand for home furnishings, including their potential impact on (i) our sales and operating costs and access to financing, (ii) customers, and (iii) suppliers and their ability to obtain financing or generate the cash necessary to conduct their respective businesses; (3) the impairment of our long-lived assets, which can result in reduced earnings and net worth; (4) the cyclical nature of the furniture industry, which is particularly sensitive to changes in consumer confidence, the amount of consumers’ income available for discretionary purchases, and the availability and terms of consumer credit; (5) risks associated with the ultimate outcome of our cost reduction plans, including the amounts and timing of savings realized and the ability to scale the business appropriately as customer demand increases or decreases based on the macroeconomic environment; (6) risks associated with the ongoing restructuring and review of the Home Meridian (HMI) segment, including uncertainties related to the successful execution of cost reduction plans, the impact of exiting unprofitable product lines and facilities, and the potential to achieve consistent profitability in the future, including the buying hesitancy of its customer base due to tariff and other economic uncertainties; (7) risk associated with the planned exit of our Savannah, Georgia warehouse, including executing a timely exit, the costs and availability of temporary warehousing, moving and start-up costs, ERP and technology-related risks, the timing and amounts of related restructuring charges and expected cost savings, as well as possible related disruptions to sales, earnings, revenue; (8) risks associated with our new warehouse facility in Vietnam, including our ability to execute the planned shift of inventories from domestic facilities to Vietnam without increasing overall inventories and adversely affecting working capital levels and start-up risks including technology-related risks or disruption in our offshore suppliers or the transportation and handling industries, including labor stoppages, strikes, or slowdowns, and the ability to timely fulfill customer orders; 17 (9) the risks specifically related to the concentrations of a material part of our sales and accounts receivable in only a few customers, including the loss of several large customers through business consolidations, failures or other reasons, or the loss of significant sales programs with major customers; (10) risks associated with our reliance on offshore sourcing and the cost of imported goods, including fluctuation in the prices of purchased finished goods, customs issues, freight costs, including the price and availability of shipping containers, ocean vessels, domestic trucking, and warehousing costs and the risk that a disruption in our supply chain or the transportation and handling industries, including labor stoppages, strikes, or slowdowns, could adversely affect our ability to timely fulfill customer orders; (11) interruption, inadequacy, security breaches or integration failure of our information systems or information technology infrastructure, related service providers or the internet or other related issues including unauthorized disclosures of confidential information, hacking or other cybersecurity threats or inadequate levels of cyber insurance or risks not covered by cyber insurance; (12) difficulties in forecasting demand for our imported products and raw materials used in our domestic operations; (13) our inability to collect amounts owed to us or significant delays in collecting such amounts; (14) the risks associated with our Amended and Restated Loan Agreement, including the fact that our asset-based lending facility is secured by substantially all of our assets and contains provisions which limit the amount of our future borrowings under the facility, as well as financial and negative covenants that, among other things, may limit our ability to incur additional indebtedness; (15) risks associated with domestic manufacturing operations, including fluctuations in capacity utilization and the prices and availability of key raw materials, as well as changes in transportation, warehousing and domestic labor costs, availability of skilled labor, and environmental compliance and remediation costs; (16) risks associated with our self-insured healthcare and workers compensation plans, which utilize stop-loss insurance for aggregate claims above specified thresholds and can be impacted by higher healthcare inflation and expenditures, all of which may cause our healthcare and workers compensation costs to rise unexpectedly, adversely affecting our earnings, financial condition, and liquidity; (17) disruptions and damage (including those due to weather) affecting our Virginia, North Carolina or Georgia warehouses, our Virginia, North Carolina or California administrative and manufacturing facilities, our High Point, Las Vegas, and Atlanta showrooms or our representative offices or warehouses in Vietnam and China; (18) changes in U.S. and foreign government regulations and in the political, social and economic climates of the countries from which we source our products; (19) risks associated with product defects, including higher than expected costs associated with product quality and safety, regulatory compliance costs related to the sale of consumer products and costs related to defective or non-compliant products, product liability claims and costs to recall defective products and the adverse effects of negative media coverage; 18 (20) the direct and indirect costs and time spent by our associates related to the implementation of our Enterprise Resource Planning system (“ERP”), including costs resulting from unanticipated disruptions to our business; (21) achieving and managing growth and change, and the risks associated with new business lines, acquisitions, including the selection of suitable acquisition targets, restructurings, strategic alliances and international operations; (22) risks associated with distribution through third-party retailers, such as non-binding dealership arrangements; (23) changes in domestic and international monetary policies and fluctuations in foreign currency exchange rates affecting the price of our imported products and raw materials; (24) price competition in the furniture industry; (25) changes in consumer preferences, including increased demand for lower-priced furniture, especially in light of recently imposed tariffs on imported furniture. Our forward-looking statements could be wrong considering these and other risks, uncertainties and assumptions. The future events, developments or results described in this report could turn out to be materially different. Any forward-looking statement we make speaks only as of the date of that statement, and we undertake no obligation, except as required by law, to update any forward-looking statements whether as a result of new information, future events or otherwise and you should not expect us to do so. Also, our business is subject to significant risks and uncertainties, any of which can adversely affect our business, results of operations, financial condition or future prospects. For a discussion of risks and uncertainties that we face, see the Forward-Looking Statements detailed above and Item 1A, “Risk Factors” in our 2025 Annual Report. Investors should also be aware that while we occasionally communicate with securities analysts and others, it is against our policy to selectively disclose to them any material nonpublic information or other confidential commercial information. Accordingly, investors should not assume that we agree with any projection, forecast or report issued by any analyst regardless of the content of the statement or report, as we have a policy against confirming information issued by others. Quarterly Reporting This quarterly report on Form 10-Q includes our unaudited condensed consolidated financial statements for the 2026 fiscal year thirteen-week period (also referred to as “three months,” “three-month period,” “quarter,” “second quarter” or “quarterly period”) that began May 5, 2025 and the twenty-six-week period (also referred to as “six months”, “six-month period” or “first half”) that began February 3, 2025, which both ended August 3, 2025. This report discusses our results of operations for these periods compared to the 2025 fiscal year thirteen-week period that began April 29, 2024, and the twenty-six-week period that began January 29, 2024, which both ended July 28, 2024; and our financial condition as of August 3, 2025 compared to February 2, 2025. References in this report to: ■ the 2026 fiscal year and comparable terminology mean the fiscal year that began February 3, 2025, and will end February 1, 2026; and ■ the 2025 fiscal year and comparable terminology mean the fiscal year that began January 29, 2024, and ended February 2, 2025. Dollar amounts presented in the tables below are in thousands except for per share data. The following discussion should be read in conjunction with the condensed consolidated financial statements, including the related notes, contained elsewhere in this quarterly report. We also encourage users of this report to familiarize themselves with all our recent public filings made with the SEC, especially our 2025 Annual Report. Our 2025 Annual Report contains critical information regarding known risks and uncertainties that we face, critical accounting policies and information on commitments and contractual obligations that are not reflected in our condensed consolidated financial statements, as well as a more thorough and detailed discussion of our corporate strategy and new business initiatives. Our 2025 Annual Report and other public filings made with the SEC are available, without charge, at www.sec.gov and at http://investors.hookerfurnishings.com. Overview Hooker Furnishings Corporation, incorporated in Virginia in 1924, is a designer, marketer, and importer of casegoods (wooden and metal furniture), leather furniture, fabric-upholstered furniture, lighting, accessories, and home décor for the residential, hospitality and contract markets. We also domestically manufacture premium residential custom leather, custom fabric-upholstered furniture and outdoor furniture. 19 Orders and Backlog In the discussion below and herein, we reference changes in sales orders or “orders” and sales order backlog (unshipped orders at a point in time) or “backlog” over and compared to certain periods of time and changes discussed are in sales dollars and not units of inventory, unless stated otherwise. We believe orders are generally good current indicators of sales momentum and business conditions. If the items ordered are in stock and the customer has requested immediate delivery, we generally ship products in about seven days or less from receipt of order; however, orders may be shipped later if they are out of stock or there are production or shipping delays or the customer has requested the order to be shipped at a later date or has requested that we ship the order “in-full”, meaning all products ordered for the end-user must ship together. It is our policy and industry practice to allow order cancellation for casegoods up to the time of shipment or, in the case of container direct orders, up until the time the container is booked with the ocean freight carrier; therefore, customer orders for casegoods are not firm. However, domestically produced upholstered products are predominantly custom-built and consequently, cannot be cancelled once the leather or fabric has been cut. Additionally, our hospitality products are highly customized and are generally not cancellable. Similarly, for our outdoor furnishings, most orders require a deposit upon order and the balance before production is started, and hence are generally not cancellable. For the Hooker Branded and Domestic Upholstery segments, we generally consider backlogs to be one helpful indicator of sales for the upcoming 30-day period, but because of our relatively quick delivery and our cancellation policies, we do not consider order backlogs to be a reliable indicator of expected long-term sales. We generally consider the Home Meridian segment’s backlog to be one helpful indicator of that segment’s sales for the upcoming 90-day period. Due to (i) the average sales order sizes of its mass and mega account channels of distribution, (ii) the proprietary nature of many of its products and (iii) the project nature of its hospitality business, for which average order sizes tend to be larger, the Home Meridian segment’s order backlog tends to be larger. At August 3, 2025, our backlog of unshipped orders was as follows: Order Backlog (Dollars in 000s) Reporting Segment August 3, 2025 February 2, 2025 July 28, 2024 Hooker Branded $ 15,701 $ 13,109 $ 15,895 Home Meridian 16,138 21,002 43,918 Domestic Upholstery 19,313 18,123 18,066 All Other - 402 - Consolidated $ 51,152 $ 52,636 $ 77,879 At the end of the second quarter of fiscal 2026, consolidated order backlog experienced a modest decrease of 2.8% compared to the fiscal year-end on February 2, 2025, These decreases were driven by the Home Meridian segment, where incoming orders and backlog decreased significantly due to softer demand from macroeconomic pressures, tariff-related buying hesitancy among value-focused customers, and the loss of orders from a major customer that filed for bankruptcy in calendar 2024. In contrast, Domestic Upholstery backlog rose nearly 7% compared to both year-end and the prior year’s quarter-end, with three of its four divisions showing increases across both periods. Hooker Branded’s backlog was flat compared to last year’s second quarter, but increased nearly 20% from year-end, supported by a 10.6% rise in incoming orders during the second quarter. 20 Executive Summary During the second quarter of fiscal 2026, the home furnishings industry continued to face a challenging macroeconomic environment, as reflected in several key economic indicators. Existing home sales also remained at historically low levels, particularly for single-family homes, which are a key driver of home furnishings sales. Elevated mortgage rates continued to pressure housing affordability and dampen turnover in the housing market, limiting consumer willingness to invest in home-related products. The Consumer Price Index (CPI) remains elevated, reflecting persistent inflationary pressures, while the Index of Consumer Sentiment indicated continued weakness in consumer confidence. Additionally, since the early 1980s, the average age of first time homebuyers has increased by nearly ten years over four decades. Collectively, these factors contributed to reduced demand across the industry. The Home Meridian segment was most heavily impacted by these conditions, given its value-focused customer base. Inflationary pressures and weak consumer sentiment disproportionately affected demand for lower-priced products, while tariff-related buying hesitancy further pressured its revenue. As a result of these factors, and the absence of sales from a major customer’s bankruptcy in the prior year and lower hospitality shipments due to the project-based nature and timing of these sales, Home Meridian’s net sales declined by 44.5% in the second quarter, and gross margin decreased by 1,330 bps. In contrast, the Hooker Branded and Domestic Upholstery segments demonstrated modest recovery in net sales during the quarter, reflecting some stabilization in higher-priced product categories. However, sales volumes in these segments remain at historically low levels due to ongoing weakness in the housing market and subdued housing demand. In response to these persistent macroeconomic challenges, we remain focused on factors within our control: ● On the revenue side, we are preparing for the October debut of our new collection with Margaritaville and continuing to emphasize growth opportunities in the hospitality and contract channels. The newly leased Vietnam fulfillment warehouse is already operating as planned, reaching two-thirds capacity and reducing direct container lead times from six months to just four to six weeks. This not only enhances our ability to serve large customers and optimize U.S. inventory but also improves container customization options while reducing dependence on domestic warehousing. ● On the cost side, we are executing an ongoing cost reduction plan. Operating expenses, which also included $1.3 million in restructuring costs, decreased by $1.6 million in the second quarter. For the first half of fiscal 2026, which included $1.7 million in restructuring costs, operating expenses decreased by $3.7 million. These actions reflect our commitment to aligning costs with current demand levels while positioning the Company for long-term recovery and growth. Net sales of $82.1 million were down 13.6% from the prior year second quarter. We recorded $2.0 million in consolidated restructuring costs in the second quarter of fiscal 2026. These costs included $1.3 million in severance and warehouse consolidation expenses and approximately $700,000 in inventory liquidation losses at the Georgia warehouse. For the first half of fiscal 2026, total restructuring costs were $2.5 million, consisting of $1.7 million in severance and warehouse consolidation expenses and $821,000 in inventory liquidation losses at the same facility. Operating loss was $4.4 million versus $3.1 million last year, reflecting lower Home Meridian volumes and an unfavorable product-customer mix. Hooker Branded achieved breakeven in operating results for the quarter despite including $655,000 restructuring costs, while Domestic Upholstery reduced its operating loss by $877,000 or 68% compared to the same quarter last year, despite including $152,000 restructuring costs. The consolidated net loss for the quarter was $3.3 million, or ($0.31) per diluted share, compared to a net loss of $2.0 million, or ($0.19) per diluted share, in the same quarter last year. The consolidated net loss for the six-month period was $6.3 million, or ($0.60) per diluted share, compared to a net loss of $6.0 million, or ($0.57) per diluted share, in the prior year period. Multi-Phased Cost Reduction Initiatives We are executing a multi-phase cost reduction strategy aimed at achieving approximately $25 million in annualized savings by next year (fiscal year 2027). In fiscal 2025, we identified $10 million of expense reduction opportunities and realized approximately $3 million of savings within that year. In fiscal 2026, we identified an additional $15 million of expense reductions. During the first half of fiscal 2026, we achieved approximately $3.7 million in savings, notwithstanding the recognition of $1.7 million in restructuring charges. We expect to realize further benefits during the second half of fiscal 2026 and believe we remain on track to achieve approximately $25 million in annualized savings beginning in fiscal 2027. 21 These phased initiatives are designed to enhance profitability, improve operational efficiency, and support long-term shareholder value creation. We do not expect these cost reduction measures to materially impact our strategic growth priorities, which include advancing the Collected Living merchandising platform, leveraging the Vietnam warehouse advantage, and launching the Margaritaville licensed collection. In total, we expect these initiatives to reduce fixed costs by approximately $25 million, or nearly 25%. This includes approximately $11 million in warehousing and distribution expenses, which are reported within cost of goods sold, and approximately $14 million in selling and administrative expenses. Phase 1: Initial Cost Reductions (Fiscal 2025) ● Actions: Reduced fixed costs by over $10 million through facility downsizing, workforce reductions, and other fixed cost reductions. ● Financial Impact: Incurred $4.9 million in restructuring charges, including $3.6 million in severance. Phase 2: Logistics & Operations Consolidation (Fiscal 2026) ● Actions: ○ Savannah Warehouse: Entered into an agreement for full closure and lease termination effective October 31, 2025. This facility was primarily utilized for the discontinued Accentrics Home product line. ○ Vietnam Warehouse: Opened in May 2025 and has reached approximately two-thirds capacity. This transition has reduced direct container lead times from six months to four to six weeks, improving customer service, optimizing U.S. inventory levels, and enabling greater container customization while reducing reliance on domestic warehousing. ○ Operational Streamlining: Pursuing additional cost-saving opportunities through supply chain optimization, organizational simplification in the Domestic Upholstery segment, and expansion of outsourced services. ● Financial Impact: We recorded $2.0 million in consolidated restructuring costs in the second quarter of fiscal 2026. These costs included $1.3 million in severance and warehouse consolidation expenses and approximately $700,000 in inventory liquidation losses at the Georgia warehouse. For the first half of fiscal 2026, total restructuring costs were $2.5 million, consisting of $1.7 million in severance and warehouse consolidation expenses and $821,000 in inventory liquidation losses at the same facility. As of August 3, 2025 and February 2, 2025, we had accrued restructuring charges of approximately $300,000 and $174,000, respectively. The balance as of August 3, 2025 is expected to be paid during the next five months. We expect approximately $2 million in additional charges in the second half of fiscal 2026, primarily related to fixed asset write-offs and severance costs associated with the Savannah warehouse exit in October. 22 Our fiscal 2026 second quarter and first-half performance is discussed in greater detail below under “Results of Operations.” Results of Operations The following table sets forth the percentage relationship to net sales of certain items included in the condensed consolidated statements of income included in this report. Thirteen Weeks Ended Twenty-Six Weeks Ended August 3, July 28, August 3, July 28, 2025 2024 2025 2024 Net sales 100 % 100 % 100 % 100 % Cost of sales 79.5 78.0 78.6 78.6 Gross profit 20.5 22.0 21.4 21.4 Selling and administrative expenses 24.8 24.3 25.1 24.7 Intangible asset amortization 1.1 1.0 1.1 1.0 Operating (loss)/income (5.4 ) (3.3 ) (4.8 ) (4.3 ) Other income, net 0.1 1.5 0.1 1.0 Interest expense 0.2 0.2 0.3 0.3 (Loss)/income before income taxes (5.5 ) (2.0 ) (5.0 ) (3.6 ) Income tax (benefit) / expense (1.5 ) 0.1 (1.2 ) (0.4 ) Net (loss)/income (4.0 ) (2.1 ) (3.8 ) (3.2 ) Fiscal 2026 Second Quarter and First Half Compared to Fiscal 2025 Second Quarter and First Half Net Sales Thirteen Weeks Ended Twenty-Six Weeks Ended August 3, July 28, August 3, July 28, 2025 2024 2025 2024 % Net Sales % Net Sales $ Change % Change % Net Sales % Net Sales $ Change % Change Hooker Branded $ 36,250 44.1 % $ 35,785 37.6 % $ 465 1.3 % $ 73,359 43.8 % $ 72,593 38.5 % $ 766 1.1 % Home Meridian 16,932 20.6 % 30,516 32.1 % (13,584 ) -44.5 % 35,742 21.3 % 56,940 30.2 % (21,198 ) -37.2 % Domestic Upholstery 28,677 34.9 % 28,556 30.0 % 121 0.4 % 57,590 34.4 % 58,583 31.1 % (993 ) -1.7 % All Other 290 0.4 % 224 0.2 % 66 29.5 % 774 0.5 % 536 0.3 % 238 44.4 % Consolidated $ 82,149 100 % $ 95,081 100 % $ (12,932 ) -13.6 % $ 167,465 100 % $ 188,652 100 % $ (21,187 ) -11.2 % 23 Unit Volume FY26 Q2 vs. FY25 Q2 Change FY26 YTD vs. FY25 YTD Change Average Selling Price (“ASP”) FY26 Q2 vs. FY25 Q2 Change FY26 YTD vs. FY25 YTD Change Hooker Branded 0.0 % 3.0 % Hooker Branded 0.7 % -1.8 % Home Meridian -37.7 % -36.7 % Home Meridian -15.6 % -4.3 % Domestic Upholstery 0.1 % 0.0 % Domestic Upholstery -0.4 % -1.9 % Consolidated -23.4 % -22.2 % Consolidated 11.9 % 13.5 % Consolidated net sales decreased by $12.9 million, or 13.6%, in the second quarter of fiscal 2026, primarily attributable to a significant decline in the Home Meridian segment. The Hooker Branded and Domestic Upholstery segments each experienced modest recoveries in net sales during the quarter. For the six-month period, consolidated net sales decreased by $21.2 million, or 11.2%, also driven by the decline in the Home Meridian segment and, to a lesser extent, a slight decrease in the Domestic Upholstery segment. Although ASP in the Home Meridian segment decreased significantly, consolidated ASP increased compared to both prior-year periods. The increase in consolidated average selling price was due to a favorable shift in product mix. Unit volume of lower-priced Home Meridian products declined by 37.7% in the second quarter and 36.7% for the six-month period, while higher-priced Hooker Branded and Domestic Upholstery products represented a larger proportion of total unit volume. ■ The Hooker Branded segment’s net sales increased modestly by $465,000, or 1.3%, in the second quarter of fiscal 2026. This increase was driven by a slight increase in ASP, partially offset by higher discounts. For the six-month period, net sales increased by $766,000, or 1.1%, reflecting higher unit volume, partially offset by a decrease in ASP resulting from increased discounting to balance inventory mix and levels. ■ The Home Meridian segment’s net sales decreased by $13.6 million, or 44.5%, in the second quarter of fiscal 2026. Approximately 40% of the decline occurred in its hospitality business, due to the timing associated with the project-based nature of this channel, where two large projects entered the shipping phase in the second quarter of last year. About 35% of the decrease was in traditional furniture channels, primarily due to macroeconomic pressures and tariff-related buying hesitancy among value-focused customers. The remaining 25% of the decrease was attributable to the loss of a major customer due to its bankruptcy in the prior year. The ASP decreased significantly this quarter due to unfavorable product and customer mix, and the liquidation of certain inventory at below-cost prices in the Georgia warehouse, prompted by its planned closure. For the six-month period, net sales decreased by $21.2 million, or 37.2%, with more than half of the decline in traditional furniture channels, approximately 30% related to the loss of the same major customer, and the remainder attributable to the hospitality business. ■ The Domestic Upholstery segment’s net sales were essentially flat compared to the second quarter of the prior year. Notably, our indoor residential home furnishings divisions reported net sales increases, reflecting early signs of recovery in these divisions. In contrast, net sales in the outdoor furnishings business decreased by 9.7% during the quarter, primarily due to supply chain disruptions in Vietnam and China. These conditions stabilized following the end of the quarter. For the six-month period, segment net sales decreased by approximately $1.0 million, or 1.7%, driven by lower sales in indoor residential home furnishings attributable to soft demand, while outdoor furnishings net sales were flat year over year. Gross Profit / (Loss) and Margin Thirteen Weeks Ended Twenty-Six Weeks Ended August 3, July 28, August 3, July 28, 2025 2024 2025 2024 % Net Sales % Net Sales $ Change % Change % Net Sales % Net Sales $ Change % Change Hooker Branded $ 10,541 29.1 % $ 10,708 29.9 % $ (167 ) -1.6 % $ 21,605 29.5 % $ 22,165 30.5 % $ (560 ) -2.5 % Home Meridian 1,054 6.2 % 5,946 19.5 % (4,892 ) -82.3 % 3,787 10.6 % 9,397 16.5 % (5,610 ) -59.7 % Domestic Upholstery 5,305 18.5 % 4,646 16.3 % 659 14.2 % 10,585 18.4 % 9,351 16.0 % 1,234 13.2 % All Other (63 ) -21.7 % (378 ) -168.8 % 315 83.3 % (139 ) -18.0 % (619 ) -115.5 % 480 77.5 % Consolidated $ 16,837 20.5 % $ 20,922 22.0 % $ (4,085 ) -19.5 % $ 35,838 21.4 % $ 40,294 21.4 % $ (4,456 ) -11.1 % 24 Consolidated gross profit decreased by $4.1 million in the second quarter, and gross margin declined by 150 bps, primarily due to significantly lower profitability in the Home Meridian segment. These declines were partially offset by higher gross profit in the Domestic Upholstery segment. For the six-month period, gross profit also decreased, driven by the Home Meridian segment, partially offset by improved results in Domestic Upholstery and a reduced loss in All Other. Gross margin for the six-month period was essentially flat compared to the prior-year period. ■ The Hooker Branded segment’s gross profit decreased by $167,000 and gross margin decreased slightly by 80 bps in the second quarter of fiscal 2026. The decrease was primarily attributable to reduced margins on discounted products and higher product costs related to tariff-related accruals. Warehousing and distribution expenses also increased, both in absolute dollars and as a percentage of sales, reflecting $211,000 in restructuring costs consisting of `severance and warehouse consolidation expenses, as well as higher medical costs. These increases were partially offset by lower labor costs and reduced overall spending. For the six-month period, gross profit decreased by $560,000 and gross margin declined by 100 bps, driven by the same factors. ■ The Home Meridian segment’s gross profit decreased by $4.9 million in the second quarter of fiscal 2026, driven by a significant reduction in net sales. Gross margin decreased by 1,330 bps, attributed to unfavorable product and customer mix, increased warehousing and distribution expenses, including $448,000 severance costs and warehouse consolidation expenses. Additionally, gross margin was adversely affected by losses from the liquidation of inventories at the Georgia warehouse. For the six-month period, gross profit decreased by $5.6 million, and gross margin decreased by 590 bps, also due to unfavorable product mix and the increase in warehousing and distribution expenses. ■ The Domestic Upholstery segment’s gross profit increased by $659,000 in the second quarter and by $1.2 million in the first half of fiscal 2026, with gross margin increasing by 220 bps and 240 bps, respectively, compared to the corresponding prior periods. Direct material costs remained consistent with both prior periods, while direct labor costs and indirect costs declined, the latter due to improved absorption from higher sales and full production capacity. Additionally, warehousing and distribution expenses decreased across nearly all categories. Selling and Administrative Expenses (S&A) Thirteen Weeks Ended Twenty-Six Weeks Ended August 3, July 28, August 3, July 28, 2025 2024 2025 2024 % Net Sales % Net Sales $ Change % Change % Net Sales % Net Sales $ Change % Change Hooker Branded $ 10,532 29.1 % $ 11,037 30.8 % $ (505 ) -4.6 % $ 21,569 29.4 % $ 22,316 30.7 % $ (747 ) -3.3 % Home Meridian 4,641 27.4 % 6,511 21.3 % (1,870 ) -28.7 % 9,886 27.7 % 12,905 22.7 % (3,019 ) -23.4 % Domestic Upholstery 5,169 18.0 % 5,338 18.7 % (169 ) -3.2 % 10,458 18.2 % 10,756 18.4 % (298 ) -2.8 % All Other 24 8.3 % 261 116.5 % (237 ) -90.8 % 105 13.6 % 637 118.9 % (532 ) -83.5 % Consolidated $ 20,366 24.8 % $ 23,147 24.3 % $ (2,781 ) -12.0 % $ 42,018 25.1 % $ 46,614 24.7 % $ (4,596 ) -9.9 % Consolidated selling and administrative (“S&A”) expenses decreased by $2.8 million in the second quarter and $4.6 million in the first half of fiscal 2026, reflecting reductions across all three segments driven by the ongoing cost-reduction and restructuring plan. As a percentage of net sales, S&A expenses increased in both periods due to the overall decline in net sales. ■ The Hooker Branded segment’s S&A expenses decreased by $505,000, or 170 bps, in the second quarter of fiscal 2026 compared to the prior-year period, despite $443,000 in restructuring costs, primarily severance related to the cost-reduction plan. The decline was driven by lower compensation expenses and reduced overall spending under the ongoing cost-reduction plan, partially offset by higher IT-related license fees and continued ERP system refinement, which were approximately $520,000 above last year’s second quarter. For the first half of fiscal 2026, S&A expenses decreased by $747,000, or 130 bps, reflecting the same factors along with lower showroom market expenses. These reductions were partially offset by nearly $1 million in higher technology-related spending compared to the prior year’s six-month period, $571,000 in severance costs, and increased benefits expenses, driven by the absence of life insurance proceeds recorded in the prior year and by higher medical costs. 25 ■ The Home Meridian segment’s S&A expenses decreased by $1.9 million in the second quarter and $3.0 million in the first half compared to the prior-year periods. These reductions were driven by headcount reductions and lower overall spending under the ongoing cost-reduction plan, as well as lower selling expenses resulting from decreased net sales. As a percentage of net sales, however, S&A expenses increased by 610 bps in the quarter and 500 bps for the first half, reflecting under-absorption of operating expenses due to significantly lower sales volumes. ■ The Domestic Upholstery segment’s S&A expenses decreased by $169,000 in the second quarter and $298,000 in the first half of fiscal 2026, due primarily to lower professional service fees, which were unusually high in the prior year. Additionally, advertising supplies and other spending were lower than the prior year period. These savings were partially offset by severance costs of approximately $115,000 in the second quarter and $228,000 for the first half, along with higher compensation, rent, and banking expenses associated with expanded outdoor furniture business. Intangible Asset Impairment and Amortization Thirteen Weeks Ended Twenty-Six Weeks Ended August 3, July 28, August 3, July 28, 2025 2024 2025 2024 % Net Sales % Net Sales $ Change % Change % Net Sales % Net Sales $ Change % Change Intangible asset amortization 872 1.1 % 924 1.0 % -52 -5.6 % 1,785 1.1 % 1,849 1.0 % -64 -3.5 % Intangible asset amortization for the second quarter and first half decreased compared to the prior-year periods due to the full amortization of the Sam Moore trade name. See Note 8 to our Condensed Consolidated Financial Statements for additional information. Operating (Loss) / Profit and Margin Thirteen Weeks Ended Twenty-Six Weeks Ended August 3, July 28, August 3, July 28, 2025 2024 2025 2024 % Net Sales % Net Sales $ Change % Change % Net Sales % Net Sales $ Change % Change Hooker Branded $ 10 0.0 % $ (329 ) -0.9 % $ 339 103.0 % $ 37 0.0 % $ (150 ) -0.2 % $ 187 124.7 % Home Meridian (3,916 ) -23.1 % (896 ) -2.9 % (3,020 ) -337.1 % (6,754 ) -18.9 % (4,169 ) -7.3 % (2,585 ) -62.0 % Domestic Upholstery (408 ) -1.4 % (1,285 ) -4.5 % 877 68.2 % (1,004 ) -1.7 % (2,593 ) -4.4 % 1,589 61.3 % All Other (87 ) -30.1 % (639 ) -284.5 % 552 86.4 % (244 ) -31.5 % (1,257 ) -234.4 % 1,013 80.6 % Consolidated $ (4,401 ) -5.4 % $ (3,149 ) -3.3 % $ (1,252 ) -39.8 % $ (7,965 ) -4.8 % $ (8,169 ) -4.3 % $ 204 2.5 % We recorded $2 million in consolidated restructuring costs in the fiscal 2026 second quarter and $2.5 million in the first half of fiscal 2026. We recorded an operating loss of $4.4 million in the second quarter of fiscal 2026, compared to a $3.1 million loss in the same period last year. The higher loss was driven by the restructuring costs and continued weakness in Home Meridian, partially offset by improved performance and reduced losses in the other segments, as noted above. For the first half of fiscal 2026, operating loss and operating margin also decreased compared to the prior-year period, reflecting the same factors. Income taxes Thirteen Weeks Ended Twenty-Six Weeks Ended August 3, July 28, August 3, July 28, 2025 2024 2025 2024 % Net Sales % Net Sales $ Change % Change % Net Sales % Net Sales $ Change % Change Consolidated income tax (benefit) / expense $ (1,203 ) -1.5 % $ 85 0.1 % $ (1,288 ) 1515.3 % $ (1,967 ) -1.2 % $ (731 ) -0.4 % $ (1,236 ) 169.1 % Effective Tax Rate 26.9 % -4.5 % 23.7 % 10.8 % 26 We recorded an income tax benefit of $1.2 million for the fiscal 2026 second quarter, compared to an income tax expense of $85,000 in the fiscal 2025 second quarter. The effective tax rates for these periods were 26.9% and (4.5%), respectively. The fiscal 2025 second quarter reflected an income tax expense despite a pretax loss due to the effective tax rate annualization method. For the first half of fiscal 2026, we recorded income tax benefits of $2.0 million compared to $731,000 in the prior-year period, with effective tax rates of 23.7% and 10.8%, respectively. The differences in the rates reflect the impacts of favorable tax adjustments, specifically the cash surrender value gain of company-owned life insurance, over expected pretax income in fiscal 2025 as opposed to an expected pretax loss in fiscal 2026 under the annualization method. Net (Loss) / Income Thirteen Weeks Ended Twenty-Six Weeks Ended August 3, July 28, August 3, July 28, 2025 2024 2025 2024 % Net Sales % Net Sales $ Change % Change % Net Sales % Net Sales $ Change % Change Consolidated net (loss) / income $ (3,277 ) -4.0 % $ (1,951 ) -2.1 % $ (1,326 ) -68.0 % $ (6,329 ) -3.8 % $ (6,042 ) -3.2 % $ (287 ) 4.8 % Diluted (loss) / earnings per share $ (0.31 ) $ (0.19 ) $ (0.60 ) $ (0.57 ) Outlook Hooker Furnishings is taking decisive steps that return the business to profitability. Our cost-reduction initiatives and focus on growth initiatives have positioned the Company to maintain resilience in today’s challenging environment, and to strategically capture growth when demand returns At the beginning and end of the quarter, we saw an encouraging momentum in Hooker Legacy orders, with July orders up 24% year-over-year at both Hooker Branded and Domestic Upholstery. For the quarter, Hooker Branded orders were up nearly 11% and Domestic Upholstery were up 1.6%. That said, the home furnishings industry continues to face headwinds from low existing home sales, elevated mortgage rates and persistent inflation, all of which are weighing on consumer confidence and demand. At HMI, we have de-risked it significantly over the last several years and continue to further that effort. These actions have been obscured by required restructuring charges, weak demand in the home furnishings industry due to an extremely weak housing environment, and tariff buying hesitancy in the market segment in which HMI competes. By the end of our fiscal 2025 third quarter, HMI’s fixed cost structure will be aligned to support what we believe to be a sustainable business and one in which its sales can be significantly scaled from current levels when demand returns. Barring additional tariffs or other significant, disruptive events, we expect HMI’s performance to be significantly enhanced by the end of the current fiscal year. We remain focused on factors within our control – scaling our cost structure for profitability, preparing for the October debut of Margaritaville collection and pursuing growth in hospitality, contract and outdoor channels, supported by the new Vietnam warehouse. These initiatives position us well to navigate near-term challenges and capitalize on opportunities when the market recovers, creating long-term value for our shareholders. 27 Financial Condition, Liquidity and Capital Resources Cash Flows – Operating, Investing and Financing Activities Twenty-Six Weeks Ended August 3, July 28, 2025 2024 Net cash provided by operating activities $ 18,107 $ 5,314 Net cash used in investing activities (2,021 ) (808 ) Net cash used in financing activities (21,560 ) (5,615 ) Net decrease in cash and cash equivalents $ (5,474 ) $ (1,109 ) During the first six months of fiscal 2026, cash decreased by approximately $5.5 million from the prior fiscal year-end. Cash used in financing activities, primarily related to repayments on the term loan and revolving credit facility, together with cash used in investing activities, was largely offset by cash provided by operating activities, which was driven by favorable changes in working capital. ● Net loss for the fiscal 2026 first six months was $6.3 million, slightly higher than a net loss of $6.0 million in the prior year same period. ● Key drivers of operating cash flow increase o Trade receivables: Collections of trade accounts receivable generated $17.1 million of cash inflows, compared to $7.6 million in the prior-year period, primarily due to large, project-based receipts. o Inventories: Reductions in inventory levels provided $12.2 million cash inflows, compared to $4.7 million in the prior-year period. The decrease was concentrated in the Hooker Branded segment, where inventory transitioned from previously elevated seasonal build-up to active sell-through. Home Meridian also reduced inventories significantly following the planned closure of the Georgia warehouse. o Prepaid expenses and other assets: Cash outflows totaled $2.4 million, compared to $6.2 million in the prior-year period, primarily reflecting reduced spending on the ERP system implementation. o Accrued salaries, wages, and benefits: Accrued compensation increased by $0.6 million, compared to a $1.3 million cash outflow in the prior-year period, due to the timing of related cash disbursement. ● Offsetting factors o These cash inflows were partially offset by a $6 million decline in accounts payable, as we paid down outstanding payables, compared to a $3.4 million cash inflow in the prior year same period, as we reduced purchasing activity and did not continue building inventory levels during the current period. o Customer deposits increased cash inflow by $1.1 million, compared to $2.8 million in the prior year period, as large projects, which require sizable deposits, were shipped last year, reducing deposits this year. Cash used in investing activities totaled $2.0 million, compared to $808,000 in the prior-year period. The increase was primarily due to $936,000 life insurance proceeds received in the prior year that did not recur in the current period. Cash used in financing activities was $21.6 million, compared to $5.6 million in the prior-year period, primarily due to $16.5 million of repayments on the revolving credit facility during the current period. Liquidity, Financial Resources and Capital Expenditures Our financial resources include: ■ available cash and cash equivalents, which are highly dependent on incoming order rates and our operating performance; ■ expected cash flow from operations; ■ available lines of credit; and ■ cash surrender value of Company-owned life insurance. The most significant components of our working capital are inventory, accounts receivable and cash and cash equivalents reduced by accounts payable and accrued expenses. 28 Our most significant ongoing short-term cash requirements relate primarily to funding operations (including expenditures for inventory, lease payments and payroll), quarterly dividend payments and capital expenditures related primarily to our ERP project, showroom renovations and upgrading systems, buildings and equipment. The timing of our working capital needs can vary greatly depending on demand for and availability of raw materials and imported finished goods but is generally the greatest in mid-summer because of inventory build-up for the traditional fall selling season. Long term cash requirements relate primarily to funding lease payments and repayment of long-term debt. Loan Agreements and Revolving Credit Facility 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. 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). 29 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 $33,000 in fiscal 2026 first half in debt issuance costs in connection with our term loans. As of August 3, 2025, unamortized loan costs of $447,000 were netted against the carrying value of our term loans on our consolidated balance sheets. As of August 3, 2025, we had $5.6 million principal amount of outstanding loans and $6.7 million face amount of letters of credit. We had $57.7 million of Availability based on the current Borrowing Base. There were no additional borrowings outstanding under the Amended and Restated Loan Agreement as of August 3, 2025. Capital Expenditures We expect to spend approximately $1 to $2 million in capital expenditures over the remainder of fiscal 2026 to maintain and enhance our operating systems and facilities, excluding any possible spending decreases resulting from the cost reduction plan discussed above. Enterprise Resource Planning Project During calendar 2021, our Board of Directors approved an upgrade to our current ERP system and implementation efforts began shortly thereafter. The ERP system went live at Sunset West in December 2022 and in the legacy Hooker divisions in early September 2023. Dividends On September 9, 2025, our board of directors declared a quarterly cash dividend of $0.23 per share which will be paid on September 30, 2025, to shareholders of record at September 19, 2025. Critical Accounting Policies There have been no material changes to our critical accounting policies and estimates from the information provided in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” included in our 2025 Annual Report.