Item 1. Financial Statements
Item
1. Financial Statements
HOOKER
FURNISHINGS CORPORATION AND SUBSIDIARIES
CONDENSED
CONSOLIDATED BALANCE SHEETS
(In
thousands)
August 2,
2026
February 1,
As of
(unaudited)
2026
Assets
Current assets
Cash and cash equivalents
$
18,660
$
1,112
Trade accounts receivable, net
26,275
37,786
Inventories
43,414
48,684
Income tax recoverable
-
30
Prepaid expenses and other current assets
5,729
5,283
Total current assets
94,078
92,895
Property, plant and equipment, net
22,181
25,207
Cash surrender value of life insurance policies
31,491
30,422
Deferred taxes
24,305
24,941
Operating leases right-of-use assets
22,051
23,015
Intangible assets, net
11,905
12,994
Goodwill
575
575
Other assets
17,856
15,842
Total non-current assets
130,364
132,996
Total assets
$
224,442
$
225,891
Liabilities and Shareholders’ Equity
Current liabilities
Trade accounts payable
$
12,180
$
11,002
Accrued salaries, wages and benefits
4,882
3,730
Accrued income taxes
117
42
Customer deposits
6,435
5,291
Current portion of operating lease liabilities
5,089
5,445
Other accrued expenses
2,327
2,083
Total current liabilities
31,030
27,593
Long term debt
-
3,223
Deferred compensation
5,960
6,365
Operating lease liabilities
18,865
19,468
Total long-term liabilities
24,825
29,056
Total liabilities
55,855
56,649
Shareholders’ equity
Common stock, no par value, 20,000 shares authorized, 10,727 and 10,764 shares issued and outstanding on each date
51,311
51,361
Retained earnings
117,028
117,603
Accumulated other comprehensive income
248
278
Total shareholders’ equity
168,587
169,242
Total liabilities and shareholders’ equity
$
224,442
$
225,891
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
For the
Thirteen Weeks Ended
Twenty-Six Weeks Ended
August 2,
August 3,
August 2,
August 3,
2026
2025
2026
2025
Net sales
$ 63,250
$ 69,243
$ 132,702
$ 140,427
Cost of sales
43,151
52,001
92,011
105,250
Gross profit
20,099
17,242
40,691
35,177
Selling and administrative expenses
18,272
17,127
36,741
34,894
Intangible asset amortization
544
625
1,089
1,292
Operating income / (loss)
1,283
( 510 )
2,861
( 1,009 )
Other income, net
376
22
349
120
Interest expense, net
116
171
237
549
Income / (Loss) from continuing operations before income taxes
1,543
( 659 )
2,973
( 1,438 )
Income tax expense / (benefit)
338
( 114 )
664
( 278 )
Net income / (loss) from continuing operations
1,205
( 545 )
2,309
( 1,160 )
Net income / (loss) from discontinued operations, net of taxes
465
( 2,732 )
422
( 5,169 )
Net income / (loss)
$ 1,670
$ ( 3,277 )
$ 2,731
$ ( 6,329 )
Basic:
Earnings / (Loss) from continuing operations per share
$ 0.12
$ ( 0.06 )
$ 0.21
$ ( 0.11 )
Earnings / (Loss) from discontinued operations per share
0.04
( 0.25 )
0.04
( 0.49 )
Basic earnings / (loss) per share
$ 0.16
$ ( 0.31 )
$ 0.25
$ ( 0.60 )
Diluted:
Earnings / (Loss) from continuing operations per share
$ 0.11
$ ( 0.06 )
$ 0.21
$ ( 0.11 )
Earnings / (Loss) from discontinued operations per share
0.04
( 0.25 )
0.04
( 0.49 )
Diluted loss per share
$ 0.15
$ ( 0.31 )
$ 0.25
$ ( 0.60 )
Weighted average shares outstanding:
Basic
10,644
10,612
10,644
10,587
Diluted
10,760
10,612
10,774
10,587
Cash dividends declared per share
$ 0.115
$ 0.23
$ 0.230
$ 0.46
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 INCOME / (LOSS)
(In
thousands)
(Unaudited)
For the
Thirteen Weeks Ended
Twenty-Six Weeks Ended
August 2,
August 3,
August 2,
August 3,
2026
2025
2026
2025
Net income / (loss)
$ 1,670
$ ( 3,277 )
$ 2,731
$ ( 6,329 )
Other comprehensive income:
Actuarial adjustments
( 20 )
( 45 )
( 39 )
( 89 )
Income tax effect on adjustments
5
11
9
21
Adjustments to net periodic benefit cost
( 15 )
( 34 )
( 30 )
( 68 )
Total comprehensive income / (loss)
$ 1,655
$ ( 3,311 )
$ 2,701
$ ( 6,397 )
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
Twenty-Six Weeks Ended
August 2,
August 3,
2026
2025
Operating Activities:
Net income / (loss)
$ 2,731
$ ( 6,329 )
Less: Income / (Loss) from discontinued operations, net of taxes
422
( 5,169 )
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
3,629
3,499
Deferred income tax expense / (benefit)
645
( 1,990 )
Noncash restricted stock and performance awards
408
144
Provision for / (benefit from) doubtful accounts and sales allowances
193
( 182 )
Gain on life insurance policies
( 874 )
( 724 )
Loss on disposal of assets
7
15
Changes in assets and liabilities:
Trade accounts receivable
10,706
13,008
Inventories
5,270
10,225
Income tax recoverable
30
482
Prepaid expenses and other assets
( 787 )
( 2,563 )
Trade accounts payable
584
( 1,284 )
Accrued salaries, wages, and benefits
1,153
614
Accrued income taxes
( 47 )
( 16 )
Customer deposits
1,144
1,125
Operating lease assets and liabilities
5
124
Other accrued expenses
106
38
Deferred compensation
( 444 )
( 431 )
Net cash provided by operating activities
$ 24,037
$ 20,924
Investing Activities:
Purchases of property and equipment
( 1,094 )
( 1,570 )
Premiums paid on life insurance policies
( 325 )
( 326 )
Proceeds received on life insurance policies
540
-
Proceeds from sales of assets
6
-
Net cash used in investing activities
$ ( 873 )
$ ( 1,896 )
Financing Activities:
Proceeds from revolving credit facility
3,216
32,440
Payments for long-term loans
( 6,770 )
( 48,956 )
Cash dividends paid
( 2,486 )
( 5,011 )
Purchase and retirement of common stock
( 1,265 )
-
Debt issuance costs
-
( 33 )
Net cash used in financing activities
$ ( 7,305 )
$ ( 21,560 )
Discontinued Operations
Cash provided by / (used in) operating activities
1,689
( 2,818 )
Cash used in investing activities
-
( 124 )
Cash provided by / (used in) discontinued operations
$ 1,689
$ ( 2,942 )
Net Increase / (decrease) in cash and cash equivalents
17,548
( 5,474 )
Cash and cash equivalents - beginning of year
1,112
6,295
Cash and cash equivalents - end of quarter
$ 18,660
$ 821
Supplemental schedule of cash flow information:
Income taxes paid / (refund), net
$ 35
$ ( 443 )
Interest paid, net
6
609
Supplemental schedule of noncash investing activities:
Increase in lease liabilities arising from obtaining right-of-use assets
$ 1,799
$ 10
Increase in property and equipment through accrued purchases
41
152
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 SHAREHOLDERS’ EQUITY
(In
thousands, except per share data)
(Unaudited)
Accumulated
Other
Total
Common Stock
Retained
Comprehensive
Shareholders’
Shares
Amount
Earnings
Income
Equity
Balance at May 4, 2025
10,712
$ 50,831
$ 147,787
$ 539
$ 199,157
Net loss for the 13 weeks ended August 3, 2025
( 3,277 )
( 3,277 )
Actuarial adjustments on defined benefit plan, net of tax of $ 11
( 34 )
( 34 )
Cash dividends paid and accrued ($ 0.23 per share)
( 2,514 )
( 2,514 )
Restricted stock grants, net of forfeitures
38
-
-
Restricted stock compensation cost
218
218
Performance-based restricted stock units cost
( 430 )
( 430 )
Balance at August 3, 2025
10,750
$ 50,619
$ 141,996
$ 505
$ 193,120
Balance at May 3, 2026
10,770
$ 51,479
$ 117,352
$ 263
$ 169,094
Net income for the 13 weeks ended August 2, 2026
1,670
1,670
Actuarial adjustments on defined benefit plan, net of tax of $ 5
( 15 )
( 15 )
Cash dividends paid and accrued ($ 0.115 per share)
( 1,232 )
( 1,232 )
Purchase and retirement of common stock
( 84 )
$ ( 421 )
( 762 )
( 1,183 )
Restricted stock grants, net of forfeitures
41
( 17 )
( 17 )
Restricted stock compensation cost
343
343
Performance-based restricted stock units cost
( 73 )
( 73 )
Balance at August 2, 2026
10,727
$ 51,311
$ 117,028
$ 248
$ 168,587
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 SHAREHOLDERS’ EQUITY (CONT.)
(In
thousands, except per share data)
(Unaudited)
Accumulated
Other
Total
Common
Stock
Retained
Comprehensive
Shareholders’
Shares
Amount
Earnings
Income
Equity
Balance
at February 2, 2025
10,703
$ 50,474
$ 153,336
$ 573
$ 204,383
Net
loss for the 26 weeks ended August 3, 2025
( 6,329 )
( 6,329 )
Actuarial adjustments on defined benefit plan, net of tax of $ 21
( 68 )
( 68 )
Cash dividends paid and accrued ($ 0.46 per share)
( 5,011 )
( 5,011 )
Restricted
stock grants, net of forfeitures
47
( 211 )
( 211 )
Restricted
stock compensation cost
635
635
Performance-based
restricted stock units cost
( 279 )
( 279 )
Balance
at August 3, 2025
10,750
$ 50,619
$ 141,996
$ 505
$ 193,120
Balance
at February 1, 2026
10,764
$ 51,361
$ 117,603
$ 278
$ 169,242
Net
income for the 26 weeks ended August 2, 2026
2,731
2,731
Actuarial adjustments on defined benefit plan, net of tax of $ 9
( 30 )
( 30 )
Cash dividends paid and accrued ($ 0.23 per share)
( 2,486 )
( 2,486 )
Purchase
and retirement of common stock
( 92 )
$ ( 458 )
( 820 )
( 1,278 )
Restricted
stock grants, net of forfeitures
55
( 369 )
( 369 )
Restricted
stock compensation cost
687
687
Performance-based
restricted stock units cost
90
90
Balance
at August 2, 2026
10,727
$ 51,311
$ 117,028
$ 248
$ 168,587
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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 Twenty-Six Weeks Ended August 2, 2026
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
1, 2026 (“2026 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 2027 fiscal year thirteen-week
period (also referred to as “three months,” “three-month period,” “quarter,” “second quarter”
or “quarterly period”) that began May 4, 2026, and the twenty-six week period (also referred to as “six months,”
“six-month period” or “first half”) that began February 2, 2026, which both ended August 2, 2026. This report
discusses our results of operations for these periods compared to the 2026 fiscal year thirteen-week period that began May 5, 2025 and
the twenty-six week period that began February 3, 2025, which both ended August 3, 2025; and our financial condition as of August 2,
2026 compared to February 1, 2026.
References
in these notes to the condensed consolidated financial statements of the Company to:
◾ the
2027 fiscal year and comparable terminology mean the fifty-two-week fiscal year that began
February 2, 2026 and will end January 31, 2027; and
◾ the
2026 fiscal year and comparable terminology mean the fifty-two-week fiscal year that began
February 3, 2025 and ended February 1, 2026.
2. Recently
Adopted Accounting Policies
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 2028). 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.
3. Discontinued
Operations
During
the third quarter of fiscal 2026, we determined that the Home Meridian segment no longer aligned with our long-term strategy to streamline
our portfolio and enhance profitability by focusing on brands that generate consistent earnings. As a result, we initiated a process
to sell two brands in the segment. On December 1, 2025, we entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”)
with a buyer to sell the Company’s Pulaski Furniture (“PFC”) and Samuel Lawrence (“SLF”) casegoods brands,
including specified assets and liabilities associated with those brands. We retain the Samuel Lawrence brand in connection with the operation
of its hospitality business.
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On
December 12, 2025, the Company completed the sale and received cash proceeds of approximately $ 5.5 million, representing the estimated
net book value of the assets at closing, less a holdback amount of approximately $ 0.6 million, in accordance with the terms of the purchase
agreement. Final transaction pricing, including working capital adjustments, resulted in approximately $ 0.3 million below the estimated
fair value less costs to sell determined at the measurement date and the final net proceeds received.
Following
the sale, the Home Meridian segment was eliminated, with its remaining Samuel Lawrence Hospitality brand reclassified into the “All
Other” category.
We
believe this transaction represented a single disposal plan that constituted a strategic shift that materially affects our operations
and financial results. Accordingly, the financial results of the PFC and SLF businesses are reflected in our consolidated financial statements
as discontinued operations for all periods presented.
Although the divestiture was completed in the
prior fiscal year, current-period activity in discontinued operations primarily reflected tariff recoveries the Company received during
the second quarter of fiscal 2027 associated with the divested business. Approximately $ 612,000 to be credited to customers were recorded
as a reduction of revenue, while $ 1.6 million recoveries of tariff costs previously recognized in cost of sales were recorded as a reduction
of cost of sales. The Company also recorded $ 54,000 of interest income.
Current-period activity also included approximately
$ 0.5 million of additional charges arising from the net settlement of various divestiture-related balances with the buyer. These charges
consisted of a $ 327,000 reduction of revenue for sales allowances, a $ 132,000 increase in cost of sales and a $ 74,000 additional loss
on the divestiture related to final working capital adjustments.
The
following table represents summarized statements of operations information of carrying amounts of major classes of line items constituting
pretax income or loss of discontinued operations included as part of discontinued operations:
For the
For the
Thirteen Weeks Ended
Twenty-Six Weeks Ended
August 2,
August 3,
August 2,
August 3,
2026
2025
2026
2025
Net sales
$ ( 939 )
$ 12,905
$ ( 939 )
$ 27,038
Cost of sales
( 1,546 )
13,095
( 1,503 )
25,945
Gross profit / (loss)
607
( 190 )
564
1,093
Selling and administrative expenses
-
3,455
-
7,557
Intangible asset amortization
-
246
-
492
Other income items that are not major
( 54 )
( 70 )
( 54 )
( 98 )
Pretax income / (loss) of discontinued operations related to major classes
661
( 3,821 )
618
( 6,858 )
Loss on sale of the discontinued operations
74
-
74
-
Income / (Loss) from discontinued operations before income taxes
587
( 3,821 )
544
( 6,858 )
Income tax expense / (benefit)
122
( 1,089 )
122
( 1,689 )
Net income / (loss) from discontinued operations
465
( 2,732 )
422
( 5,169 )
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The
significant components included in our condensed consolidated statements of cash flows for the discontinued operations are as follows:
For the
Twenty-Six Weeks Ended
August 2,
August 3,
2026
2025
Operating Activities:
Income / (Loss) from discontinued operations, net of tax
$ 422
$ ( 5,169 )
Depreciation and amortization
-
876
Changes in assets and liabilities:
Trade accounts receivable, net
612
4,055
Inventories
1,999
Trade accounts payable
533
( 4,752 )
Other assets and liabilities
122
173
Cash provided by / (used in) operating activities from discontinued operations
$ 1,689
$ ( 2,818 )
Investing Activities:
Purchase of properties and equipment
-
( 124 )
Cash used in investing activities from discontinued operations
$ -
$ ( 124 )
4. Accounts
Receivable
August 2,
February 1,
2026
2026
Gross accounts receivable
$ 31,635
$ 43,327
Customer allowances
( 496 )
( 354 )
Allowance for doubtful accounts
( 4,864 )
( 5,187 )
Trade accounts receivable
$ 26,275
$ 37,786
5. Inventories
August 2,
February 1,
2026
2026
Finished furniture
$ 55,445
$ 61,178
Furniture in process
1,581
1,497
Materials and supplies
11,804
11,879
Inventories at FIFO
68,830
74,554
Reduction to LIFO basis
( 25,416 )
( 25,870 )
Inventories
$ 43,414
$ 48,684
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6. Property,
Plant and Equipment
Depreciable
Lives
August
2,
February
1,
(In
years)
2026
2026
Buildings
and land improvements
15 - 30
$ 34,566
$ 34,566
Machinery
and equipment
10
11,872
11,852
Computer
software and hardware
3 - 10
8,232
8,286
Leasehold
improvements
Term of lease
7,659
7,630
Furniture
and fixtures
3 - 8
3,086
3,067
Other
5
691
701
Total
depreciable property at cost
66,106
66,102
Less
accumulated depreciation
( 47,376 )
( 46,060 )
Total
depreciable property, net
18,730
20,042
Land
1,077
1,077
Construction-in-progress
2,374
4,088
Property,
plant and equipment, net
$ 22,181
$ 25,207
7. Internal-Use
Software
Our
internal-use software includes our Enterprise Resource Planning (“ERP”) system across all divisions, as well as our new website
and integrated B2B online marketplace, which was placed into service at the beginning of fiscal 2027. The gross carrying amount of capitalized
implementation costs related to our cloud computing hosting arrangements increased by $ 2.7 million during the first quarter of fiscal
2027, primarily due to the reclassification of costs associated with our new digital platform from implementation costs in process upon
being placed into service. 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” in our condensed consolidated balance sheets. We amortize these costs on a straight-line basis over a 10 -year
term. The amortization expenses are recorded as a component of selling and administrative expenses in our condensed consolidated statements
of operations.
No
material implementation costs or interest expense were capitalized in fiscal 2027. Implementation costs and interest expenses of $ 287,000
and $ 551,000 were capitalized in fiscal 2026 second quarter and first half, respectively. Amortization expense was $ 555,000 in the second
quarter of fiscal 2027 and $ 368,000 in the second quarter of fiscal 2026, and $ 1.1 million and $ 735,000 for the respective six-month
periods. The capitalized implementation costs at August 2, 2026 and February 1, 2026 were as follows:
August 2, 2026
February 1, 2026
Gross
carrying
amount
Accumulated
amortization
Gross
carrying
amount
Accumulated
amortization
Implementation Costs
$ 20,215
$ ( 4,003 )
$ 17,479
$ ( 2,963 )
Interest Expenses
783
( 98 )
782
( 49 )
8. 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.
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As
of August 2, 2026 and February 1, 2026, 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 August 2, 2026 and February 1, 2026, were as follows:
Fair value at August 2, 2026
Fair value at February 1, 2026
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
$ -
$ 31,491
$ -
$ 31,491
$ -
$ 30,422
$ -
$ 30,422
9. Intangible
Assets
Our
intangible assets with indefinite lives consist of: goodwill related to the Shenandoah 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 the Domestic Upholstery segment, consisting of Shenandoah and Sunset West trade names and
customer relations. Details of our intangible assets are as follows:
August 2, 2026
February 1, 2026
Gross
carrying
amount
Impairment /
Accumulated
Amortization
Gross
carrying
amount
Impairment /
Accumulated
Amortization
Intangible assets with indefinite lives:
Goodwill
Domestic Upholstery - Shenandoah *
490
-
490
-
All Other - BOBO Intriguing Objects
85
-
85
-
Goodwill
575
-
575
-
Trademarks and Trade names *
2,019
( 1,114 )
2,019
( 1,114 )
Intangible assets with definite lives:
Customer Relationships
23,601
( 13,648 )
23,601
( 12,620 )
Trademarks and Trade names
2,334
( 1,286 )
2,334
( 1,225 )
Intangible assets, net
27,954
( 16,048 )
27,954
( 14,959 )
*: The amounts are net of impairment charges of $ 16.4 million related to Shenandoah goodwill; $ 5.7 million related to certain Home Meridian trade names unrelated to PFC and SLF, including $ 2.6 million recorded in fiscal 2021, $ 2.5 million recorded in fiscal 2025, and $ 558,000 recorded in fiscal 2026; and $ 556,000 related to the Bradington-Young trade name in the Domestic Upholstery segment.
Amortization
expenses for intangible assets with definite lives were $ 544,000 and $ 625,000 for the second quarters of fiscal 2027 and 2026, and $ 1.1
million and $ 1.3 million for the first half of fiscal 2027 and 2026, respectively. For the remainder of fiscal 2027, amortization expense
is expected to be approximately $ 1.1 million.
10. Leases
We
have operating leases for warehouses, showrooms, manufacturing facilities, offices and equipment. Sub-lease income totaled $ 64,000 in
the second quarter and $ 129,000 for the first half of fiscal 2027, compared with $ 119,000 and $ 200,000 , respectively, in fiscal 2026
periods.
11
Table of Contents
The
components of lease cost and supplemental cash flow information for leases for the second quarters and six-months of fiscal 2027 and
2026 were:
Thirteen Weeks Ended
Twenty-Six Weeks Ended
August 2,
2026
August 3,
2025
August 2,
2026
August 3,
2025
Operating lease cost
$ 1,708
$ 2,147
$ 3,366
$ 4,319
Variable lease cost
103
74
182
163
Short-term lease cost
47
49
94
99
Total operating lease cost
$ 1,858
$ 2,270
$ 3,642
$ 4,581
Operating cash outflows
$ 1,867
$ 2,223
$ 3,636
$ 4,456
The
right-of-use assets and lease liabilities recorded on our condensed consolidated balance sheets as of August 2, 2026 and February 1,
2026 were as follows:
August 2,
2026
February 1,
2026
Real estate
$ 21,488
$ 22,328
Property and equipment
563
687
Total operating leases right-of-use assets
$ 22,051
$ 23,015
Current portion of operating lease liabilities
$ 5,089
$ 5,445
Long term operating lease liabilities
18,865
19,468
Total operating lease liabilities
$ 23,954
$ 24,913
The
weighted-average discount rate is 5.1 %. The weighted-average remaining lease term is 5.4 years as of August 2, 2026.
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 August 2, 2026:
Undiscounted
Future
Operating
Lease
Payments
Remainder of fiscal 2027
$ 3,400
2028
4,976
2029
4,214
2030
4,189
2031
4,230
2032 and thereafter
6,580
Total lease payments
$ 27,589
Less: impact of discounting
( 3,635 )
Present value of lease payments
$ 23,954
11. 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.
12
Table of Contents
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 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).
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 $ 598,000 in previous fiscal years in debt issuance costs in connection with our term loans. As of August 2, 2026, unamortized
loan costs of $ 415,000 were recorded in other assets on our condensed consolidated balance sheets.
As
of August 2, 2026, there were no outstanding loans, other than $ 3.2 million face amount of letters of credit. We had $ 51.8 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 2, 2026.
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12. 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 2026 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 and vests in three equal annual installments, with one-third vesting at the
end of each service period, 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 one of two specified performance conditions
if the executive officer remains continuously employed through the end of the three-year performance period, one performance condition
is the Company’s annual EPS growth over the performance period and the other performance condition 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.
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:
August 2,
February 1,
2026
2026
Restricted shares
104
140
RSUs and PSUs
194
155
298
295
All
restricted shares, RSUs and PSUs awarded that have not yet vested are considered when computing diluted earnings per share.
During
the fiscal 2027 first half, we purchased and retired 92,357 shares of our common stock (at an average price of $ 13.68 per share) under
the $ 5 million share repurchase authorization approved by our board of directors in fiscal 2026, with approximately $ 3.7 million remaining
available for future purchases under the authorization. These repurchases reduced our total outstanding shares and, consequently, reduced
the weighted outstanding shares used in our calculation of earnings per share for the fiscal 2027 second quarter and first half shown
below.
14
Table of Contents
The
following table sets forth the computation of basic and diluted earnings per share:
Thirteen
Weeks Ended
Twenty-Six
Weeks Ended
August
2,
August 3,
August
2,
August 3,
2026
2025
2026
2025
Net
income / (loss) from continuing operations
$ 1,205
$ ( 545 )
$ 2,309
$ ( 1,160 )
Less:
Unvested participating restricted stock dividends
13
29
28
62
Net
earnings allocated to unvested participating restricted stock
17
-
31
-
Earnings
/ (loss) from continuing operations available for common shareholders
1,175
( 574 )
2,250
( 1,222 )
Earnings
/ (loss) from discontinued operations available for common shareholders
465
( 2,732 )
422
( 5,169 )
Net
earnings / (loss) available for common shareholders
1,640
( 3,306 )
2,672
( 6,391 )
Weighted
average shares outstanding for basic earnings per share
10,644
10,612
10,644
10,587
Dilutive
effect of unvested restricted stock, RSU and PSU awards
116
-
130
-
Weighted
average shares outstanding for diluted earnings per share
10,760
10,612
10,774
10,587
Basic
earnings / (loss) from continuing operations per share
$ 0.12
$ ( 0.06 )
$ 0.21
$ ( 0.11 )
Basic
earnings / (loss) from discontinued operations per share
0.04
( 0.25 )
0.04
( 0.49 )
Basic
earnings / (loss) per share
$ 0.16
$ ( 0.31 )
$ 0.25
$ ( 0.60 )
Diluted
earnings / (loss) from continuing operations per share
$ 0.11
$ ( 0.06 )
$ 0.21
$ ( 0.11 )
Diluted
earnings / (loss) from discontinued operations per share
0.04
( 0.25 )
0.04
( 0.49 )
Diluted
earnings / (loss) per share
$ 0.15
$ ( 0.31 )
$ 0.25
$ ( 0.60 )
Due
to net losses, approximately 106,000 shares and 115,000 shares for the second quarter and first half of fiscal 2026, would have been
antidilutive and are therefore excluded from the calculation of earnings per share, respectively.
13. Income
Taxes
In the fiscal 2027 second quarter, we recorded
income tax expenses of $ 338,000 under continuing operations and $ 122,000 under the discontinued operations. In the fiscal 2026 second
quarter, we recorded income tax benefits of $ 114,000 under continuing operations and $ 1.1 million under discontinued operations. The effective
tax rate for continuing operations was 21.3 % for the second quarter of fiscal 2027 compared to 17.3 % for the second quarter of fiscal
2026. The increase was primarily due to a prior-year state net operating loss valuation allowance adjustment, along with the shifting
tax impact of company-owned life insurance gains and restricted stock compensation relative to prior-year pretax losses versus current-year
pretax income.
In
the fiscal 2027 first half, we recorded income tax expenses of $ 664,000 under continuing operations and $ 122,000 under the discontinued
operations. In the fiscal 2026 first half, we recorded income tax benefits of $ 278,000 under continuing operations and $ 1.7 million under
discontinued operations. The effective tax rate for continuing operations was 22.3 % for the first six months of fiscal 2027 compared
to 19.3 % for the first six months of fiscal 2026. The increase in the effective tax rate for the year-to-date period was driven by the
same factors noted above.
No
material and non-routine positions have been identified as uncertain tax positions.
Tax
years ending January 29, 2023 through February 1, 2026 remain subject to examination by federal and state taxing authorities.
15
Table of Contents
14. 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, which is derived from net sales and cost of sales,
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. Each of these metrics are considered in budgeting, forecasting, and operational planning
decisions.
For
financial reporting purposes, we are organized into two reportable segments and “All Other”, which includes the remainder
of our businesses. The following tables present segment information for the periods, and as of the dates, indicated.
● Hooker
Branded , consisting of the operations of our imported Hooker Casegoods and Hooker Upholstery
businesses;
● 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 Samuel Lawrence Hospitality, intercompany eliminations and operating
segments that are not individually reportable.
16
Table of Contents
The
following tables present segment information for the periods, and as of the dates, indicated.
Thirteen Weeks Ended
Twenty-Six Weeks Ended
August 2, 2026
August 3, 2025
August 2, 2026
August 3, 2025
% Net
% Net
% Net
% Net
Net Sales
Sales
Sales
Sales
Sales
Hooker Branded
$ 34,620
54.7 %
$ 36,250
52.4 %
$ 69,950
52.7 %
$ 73,359
52.2 %
Domestic Upholstery
27,152
42.9 %
28,677
41.4 %
55,506
41.8 %
57,590
41.0 %
All Other
1,478
2.3 %
4,316
6.2 %
7,246
5.5 %
9,478
6.7 %
Consolidated
$ 63,250
100 %
$ 69,243
100 %
$ 132,702
100 %
$ 140,427
100 %
Cost of Sales
Hooker Branded
$ 20,899
60.4 %
$ 25,709
70.9 %
$ 42,311
60.5 %
$ 51,754
70.5 %
Domestic Upholstery
20,919
77.0 %
23,372
81.5 %
44,308
79.8 %
47,005
81.6 %
All Other
1,333
90.2 %
2,920
67.7 %
5,392
74.4 %
6,491
68.5 %
Consolidated
$ 43,151
68.2 %
$ 52,001
75.1 %
$ 92,011
69.3 %
$ 105,250
74.9 %
Gross Profit
Hooker Branded
$ 13,722
39.6 %
$ 10,541
29.1 %
$ 27,639
39.5 %
$ 21,605
29.5 %
Domestic Upholstery
6,233
23.0 %
5,305
18.5 %
11,198
20.2 %
10,585
18.4 %
All Other
144
9.7 %
1,396
32.3 %
1,854
25.6 %
2,987
31.5 %
Consolidated
$ 20,099
31.8 %
$ 17,242
24.9 %
$ 40,691
30.7 %
$ 35,177
25.1 %
Selling and Administrative Expenses
Hooker Branded
$ 12,852
37.1 %
$ 10,532
29.1 %
$ 25,563
36.5 %
$ 21,569
29.4 %
Domestic Upholstery
4,856
17.9 %
5,169
18.0 %
9,966
18.0 %
10,458
18.2 %
All Other
564
38.2 %
1,426
33.0 %
1,212
16.7 %
2,867
30.2 %
Consolidated
$ 18,272
28.9 %
$ 17,127
24.7 %
$ 36,741
27.7 %
$ 34,894
24.8 %
Intangible Asset Amortization
Domestic Upholstery
544
2.0 %
$ 544
1.9 %
1,089
2.0 %
$ 1,130
2.0 %
All Other
-
0.0 %
81
1.9 %
-
0.0 %
162
1.7 %
Consolidated
$ 544
0.9 %
$ 625
0.9 %
$ 1,089
0.8 %
$ 1,292
0.9 %
Operating Income / (Loss)
Hooker Branded
$ 870
2.5 %
$ 10
0.0 %
$ 2,076
3.0 %
$ 37
0.1 %
Domestic Upholstery
833
3.1 %
( 408 )
- 1.4 %
144
0.3 %
( 1,004 )
- 1.7 %
All Other
( 420 )
- 28.4 %
( 112 )
- 2.6 %
641
8.8 %
( 42 )
- 0.4 %
Consolidated
$ 1,283
2.0 %
$ ( 510 )
- 0.7 %
$ 2,861
2.2 %
$ ( 1,009 )
- 0.7 %
Other Income, net
Hooker Branded
$ 285
0.8 %
$ 13
0.0 %
$ 226
0.3 %
$ 94
0.1 %
Domestic Upholstery
35
0.1 %
-
0.0 %
35
0.1 %
-
0.0 %
All Other
56
3.8 %
9
0.2 %
88
1.2 %
26
0.3 %
Consolidated
$ 376
0.6 %
$ 22
0.0 %
$ 349
0.3 %
$ 120
0.1 %
Interest expense - Corporate
$ 116
0.2 %
$ 171
0.2 %
$ 237
0.2 %
$ 549
0.4 %
Income taxes - Corporate
$ 338
0.5 %
$ ( 114 )
- 0.2 %
$ 664
0.5 %
$ ( 278 )
- 0.2 %
Net income / (loss) from continuing operations - Corporate
$ 1,205
1.9 %
$ ( 545 )
- 0.8 %
$ 2,309
1.7 %
$ ( 1,160 )
- 0.8 %
During
the second quarter of fiscal 2027, the Company received $ 7.9 million in recoveries of tariffs imposed under the International Emergency
Economic Powers Act (“IEEPA”) from the implementation of the tariffs through the U.S. Supreme Court’s decision in early
February 2026. In continuing operations, the Company recorded $ 4.3 million as a reduction of cost of sales and $ 201,000 as interest income
in the second quarter of fiscal 2027, partially offset by a $ 522,000 reduction of revenue. In discontinued operations, the Company recorded
$ 1.6 million as a reduction of cost of sales and $ 54,000 interest income, partially offset by a $ 612,000 reduction of revenue. Additionally,
approximately $ 1.8 million of the tariff recoveries had not yet impacted costs of sales and was recorded as a reduction of the carrying
value of inventories at quarter end. The Company does not expect to receive material additional tariff recoveries.
The
following table presents the tariff recoveries recorded by segment during the second quarter of fiscal 2027.
17
Table of Contents
TARIFF RECOVERIES BY SEGMENT
13 Weeks Ended
26 Weeks Ended
August 2,
2026
August 2,
2026
% Net
% Net
Net sales
Sales
Sales
Hooker Branded
$ ( 65 )
- 0.2 %
$ ( 65 )
- 0.1 %
Domestic Upholstery
-
0.0 %
-
0.0 %
All Other
( 457 )
- 30.9 %
( 457 )
- 6.3 %
Consolidated
$ ( 522 )
- 0.8 %
$ ( 522 )
- 0.4 %
Cost of sales
Hooker Branded
$ ( 2,503 )
- 7.2 %
$ ( 2,503 )
- 3.6 %
Domestic Upholstery
( 805 )
- 3.0 %
( 805 )
- 1.5 %
All Other
( 961 )
- 65.0 %
( 961 )
- 13.3 %
Consolidated
$ ( 4,269 )
- 6.7 %
$ ( 4,269 )
- 3.2 %
Interest Income
Hooker Branded
$ 138
0.4 %
$ 138
0.2 %
Domestic Upholstery
40
0.1 %
40
0.1 %
All Other
23
1.6 %
23
0.3 %
Consolidated
$ 201
0.3 %
$ 201
0.2 %
Discontinued Operations
Net sales
$ ( 612 )
$ ( 612 )
Cost of sales
( 1,635 )
( 1,635 )
Interest Income
54
54
As of
August 2,
2026
Inventories
Hooker Branded
$ ( 1,511 )
Domestic Upholstery
( 276 )
All Other
-
Consolidated
$ ( 1,787 )
Discontinued Operations
$ -
Thirteen Weeks Ended
Twenty-Six Weeks Ended
August 2, 2026
August 3, 2025
August 2, 2026
August 3, 2025
Restructuring Costs
Hooker Branded
$ 153
$ 655
$ 157
$ 782
Domestic Upholstery
-
152
114
265
All Other
5
153
11
194
Consolidated
$ 158
$ 960
$ 282
$ 1,241
Capital Expenditures
Hooker Branded
$ 647
$ 749
$ 984
$ 1,424
Domestic Upholstery
34
79
100
122
All Other
10
24
10
24
Consolidated
$ 691
$ 852
$ 1,094
$ 1,570
Depreciation & Amortization
Hooker Branded
$ 715
$ 536
$ 1,426
$ 1,068
Domestic Upholstery
1,012
998
2,028
2,033
All Other
86
199
175
398
Consolidated
$ 1,813
$ 1,733
$ 3,629
$ 3,499
Restructuring
costs, primarily related to severance, were $ 158,000 and $ 960,000 during the second quarters of fiscal 2027 and fiscal 2026, and $ 282,000
and $ 1.2 million during the first six months of those fiscal years, respectively. As of August 2, 2026 and February 1, 2026, we had accrued
restructuring charges of approximately $ 157,000 and $ 298,000 , respectively. The balance as of August 2, 2026 is expected to be paid during
the next 12 months. The restructuring costs were recorded under cost of sales and selling and administrative expenses in the condensed
consolidated statements of operations.
18
Table of Contents
As of
August 2,
As of
February 1,
2026
%Total
2026
%Total
Assets
Assets
Assets
Hooker Branded
$ 154,741
73.0 %
$ 140,732
66.3 %
Domestic Upholstery
52,881
24.9 %
55,083
25.9 %
All Other
4,340
2.1 %
16,507
7.8 %
Consolidated Assets
$ 211,962
100 %
$ 212,322
100 %
Consolidated Goodwill and Intangibles
12,480
13,569
Total Consolidated Assets
$ 224,442
$ 225,891
Sales
by product type are as follows:
Net Sales (in thousands)
Thirteen Weeks Ended
Twenty-Six Weeks Ended
August 2,
2026
%Total
August 3,
2025
%Total
August 2,
2026
%Total
August 3,
2025
%Total
Casegoods
$ 30,520
48 %
$ 34,610
50 %
$ 65,969
50 %
$ 69,950
50 %
Upholstery
32,730
52 %
34,633
50 %
66,733
50 %
70,477
50 %
$ 63,250
100 %
$ 69,243
100 %
$ 132,702
100 %
$ 140,427
100 %
15.
Subsequent Events
Dividends
On
September 3, 2026 , our board of directors declared a quarterly cash dividend of $ 0.115 per share which will be paid on September 30,
2026 to shareholders of record at September 15, 2026 .
19
Table of Contents
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.