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HOOKER FURNISHINGS CORPORATION AND
SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
May 3,
2026 February 1,
As of (unaudited) 2026
Assets
Current assets
Cash and cash equivalents $ 10,618 $ 1,112
Trade accounts receivable, net 30,933 37,786
Inventories 45,032 48,684
Income tax recoverable - 30
Prepaid expenses and other current assets 5,269 5,283
Total current assets 91,852 92,895
Property, plant and equipment, net 22,208 25,207
Cash surrender value of life insurance policies 31,291 30,422
Deferred taxes 24,767 24,941
Operating leases right-of-use assets 21,653 23,015
Intangible assets, net 12,449 12,994
Goodwill 575 575
Other assets 18,422 15,842
Total non-current assets 131,365 132,996
Total assets $ 223,217 $ 225,891
Liabilities and Shareholders’ Equity
Current liabilities
Trade accounts payable $ 12,113 $ 11,002
Accrued salaries, wages and benefits 4,666 3,730
Accrued income taxes 158 42
Customer deposits 5,151 5,291
Current portion of operating lease liabilities 5,359 5,445
Other accrued expenses 2,320 2,083
Total current liabilities 29,767 27,593
Long term debt - 3,223
Deferred compensation 6,149 6,365
Operating lease liabilities 18,207 19,468
Total long-term liabilities 24,356 29,056
Total liabilities 54,123 56,649
Shareholders’ equity
Common stock, no par value, 20,000 shares authorized,10,770 and 10,764 shares issued and outstanding on each date 51,479 51,361
Retained earnings 117,352 117,603
Accumulated other comprehensive income 263 278
Total shareholders’ equity 169,094 169,242
Total liabilities and shareholders’ equity $ 223,217 $ 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
Thirteen Weeks Ended
May 3, May 4,
2026 2025
Net sales $ 69,452 $ 71,184
Cost of sales 48,860 53,249
Gross profit 20,592 17,935
Selling and administrative expenses 18,469 17,766
Intangible asset amortization 545 667
Operating income / (loss) 1,578 (498 )
Other (expense) / income (70 ) 98
Interest expense, net 121 378
Income / (Loss) from continuing operations before income taxes 1,387 (778 )
Income tax expense / (benefit) 326 (164 )
Net income / (loss) from continuing operations 1,061 (614 )
Net income / (loss) from discontinued operations, net of taxes - (2,438 )
Net income / (loss) $ 1,061 $ (3,052 )
Basic:
Earnings / (Loss) from continuing operations per share $ 0.10 $ (0.06 )
Earnings / (Loss) from discontinued operations per share - (0.23 )
Basic earnings / (loss) per share $ 0.10 $ (0.29 )
Diluted:
Earnings / (Loss) from continuing operations per share $ 0.10 $ (0.06 )
Earnings / (Loss) from discontinued operations per share - (0.23 )
Diluted loss per share $ 0.10 $ (0.29 )
Weighted average shares outstanding:
Basic 10,644 10,563
Diluted 10,778 10,563
Cash dividends declared per share $ 0.115 $ 0.23
The accompanying notes are an integral part of
the unaudited condensed consolidated financial statements.
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HOOKER FURNISHINGS CORPORATION AND
SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS
OF COMPREHENSIVE INCOME / (LOSS)
(In thousands)
(Unaudited)
For the
Thirteen Weeks Ended
May 3, May 4,
2026 2025
Net income / (loss) $ 1,061 $ (3,052 )
Other comprehensive income:
Actuarial adjustments (19 ) (45 )
Income tax effect on adjustments 4 11
Adjustments to net periodic benefit cost (15 ) (34 )
Total comprehensive income / (loss) $ 1,046 $ (3,086 )
The accompanying notes are an integral part of
the unaudited condensed consolidated financial statements.
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HOOKER FURNISHINGS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
For the
Thirteen Weeks Ended
May 3, May 4,
2026 2025
Operating Activities:
Net income / (loss) $ 1,061 $ (3,052 )
Less: Loss from discontinued operations, net of taxes - (2,438 )
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 1,816 1,766
Deferred income tax expense / (benefit) 179 (1,052 )
Noncash restricted stock and performance awards 155 357
Provision for / (benefit from) doubtful accounts and sales allowances 476 (247 )
Gain on life insurance policies (770 ) (679 )
(Gain) / loss on disposal of assets (2 ) 15
Changes in assets and liabilities:
Trade accounts receivable 6,377 12,844
Inventories 3,651 5,312
Income tax recoverable 30 521
Prepaid expenses and other assets (430 ) (1,127 )
Trade accounts payable 1,061 1,375
Accrued salaries, wages, and benefits 936 155
Accrued income taxes 116 242
Customer deposits (140 ) 731
Operating lease assets and liabilities 14 77
Other accrued expenses 114 (270 )
Deferred compensation (235 ) (190 )
Net cash provided by operating activities $ 14,409 $ 19,216
Investing Activities:
Purchases of property and equipment (403 ) (727 )
Premiums paid on life insurance policies (116 ) (116 )
Proceeds received on life insurance policies 540 -
Net cash provided by / (used in) investing activities $ 21 $ (843 )
Financing Activities:
Proceeds from revolving credit facility 3,156 534
Payments for long-term loans (6,730 ) -
Cash dividends paid (1,254 ) (2,497 )
Purchase and retirement of common stock (96 ) -
Debt issuance cost - (17 )
Net cash used in financing activities $ (4,924 ) $ (1,980 )
Discontinued Operations
Cash used in operating activities - (4,553 )
Cash used in investing activities - (124 )
Cash used in discontinued operations $ - $ (4,677 )
Net increase in cash and cash equivalents 9,506 11,716
Cash and cash equivalents - beginning of year 1,112 6,295
Cash and cash equivalents - end of quarter $ 10,618 $ 18,011
Supplemental schedule of cash flow information:
Interest paid, net $ 6 $ 466
Income taxes paid / (refund), net - (475 )
Supplemental schedule of noncash investing activities:
Increase / (Decrease) in lease liabilities arising from obtaining right-of-use assets $ - $ 10
Increase in property and equipment through accrued purchases 50 30
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 February 2, 2025 10,703 $ 50,474 $ 153,336 $ 573 $ 204,383
Net loss for the 13 weeks ended May 4, 2025 (3,052 ) (3,052 )
Actuarial adjustments on defined benefit plan, net of tax of $11 (34 ) (34 )
Cash dividends paid and accrued ($0.23 per share) (2,497 ) (2,497 )
Restricted stock grants, net of forfeitures 9 (212 ) (212 )
Restricted stock compensation cost 417 417
Performance-based restricted stock units cost 152 152
Balance at May 4, 2025 10,712 $ 50,831 $ 147,787 $ 539 $ 199,157
Balance at February 1, 2026 10,764 $ 51,361 $ 117,603 $ 278 $ 169,242
Net income for the 13 weeks ended May 3, 2026 1,061 1,061
Actuarial adjustments on defined benefit plan, net of tax of $4 (15 ) (15 )
Cash dividends paid and accrued ($0.115 per share) (1,254 ) (1,254 )
Purchase and retirement of common stock (8 ) $ (38 ) (58 ) (96 )
Restricted stock grants, net of forfeitures 14 (351 ) (351 )
Restricted stock compensation cost 344 344
Performance-based restricted stock units cost 163 163
Balance at May 3, 2026 10,770 $ 51,479 $ 117,352 $ 263 $ 169,094
The accompanying notes are an integral part of
the unaudited condensed consolidated financial statements.
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HOOKER FURNISHINGS CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollar and share amounts in tables, except per
share amounts, in thousands unless otherwise indicated)
(Unaudited)
For the Thirteen Weeks Ended May 3, 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,” “first quarter” or “quarterly period”)
that began February 2, 2026 and ended May 3, 2026. This report discusses our results of operations for this period compared to the 2026
fiscal year thirteen-week period that began February 3, 2025 and ended May 4, 2025; and our financial condition as of May 3, 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 a difference of approximately $0.3 million between 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.
The following table represents summarized statements
of operations information of carrying amounts of major classes of line items constituting pretax loss of discontinued operations included
as part of discontinued operations for the first quarter of fiscal 2026:
For the
Thirteen Weeks Ended
May 3, May 4,
2026 2025
Net sales $ - $ 14,133
Cost of sales - 12,850
Gross profit - 1,283
Selling and administrative expenses - 4,102
Trade name impairment charges - -
Intangible asset amortization - 246
Other income items that are not major - (28 )
Loss from discontinued operations before income taxes - (3,037 )
Income tax benefit - (599 )
Net loss from discontinued operations - (2,438 )
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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
Thirteen Weeks Ended
May 3, May 4,
2026 2025
Operating Activities:
Loss from discontinued operations, net of tax $ - $ (2,438 )
Depreciation and amortization - 436
Changes in assets and liabilities:
Trade accounts receivable, net - 6,004
Inventories - 1,128
Trade accounts payable - (9,873 )
Other assets and liabilities - 190
Cash used in operating activities from discontinued operations $ - $ (4,553 )
Investing Activities:
Purchase of properties and equipment - (124 )
Cash used in investing activities from discontinued operations $ - $ (124 )
4. Accounts
Receivable
May 3, February 1,
2026 2026
Gross accounts receivable $ 36,445 $ 43,327
Customer allowances (495 ) (354 )
Allowance for doubtful accounts (5,017 ) (5,187 )
Trade accounts receivable $ 30,933 $ 37,786
5. Inventories
May 3, February 1,
2026 2026
Finished furniture $ 57,813 $ 61,178
Furniture in process 1,652 1,497
Materials and supplies 11,459 11,879
Inventories at FIFO 70,924 74,554
Reduction to LIFO basis (25,892 ) (25,870 )
Inventories $ 45,032 $ 48,684
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6. Property, Plant and
Equipment
Depreciable Lives May 3, February 1,
(In years) 2026 2026
Buildings and land improvements 15 - 30 $ 34,566 $ 34,566
Machinery and equipment 10 11,852 11,852
Computer software and hardware 3 - 10 8,265 8,286
Leasehold improvements Term of lease 7,630 7,630
Furniture and fixtures 3 - 8 3,070 3,067
Other 5 701 701
Total depreciable property at cost 66,084 66,102
Less accumulated depreciation (46,736 ) (46,060 )
Total depreciable property, net 19,348 20,042
Land 1,077 1,077
Construction-in-progress 1,783 4,088
Property, plant and equipment, net $ 22,208 $ 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” of 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 first quarter. Implementation costs of $203,000 and interest expense of $62,000 were capitalized in fiscal
2026 first quarter. Amortization expenses of $533,000 and $368,000 were recorded in the first quarters of fiscal 2027 and 2026, respectively.
The capitalized implementation costs at May 3, 2026 and February 1, 2026 were as follows:
May 3, 2026 February 1, 2026
Gross carrying amount Accumulated amortization Gross carrying amount Accumulated amortization
Implementation Costs $ 20,192 $ (3,472 ) $ 17,479 $ (2,963 )
Interest Expenses 783 (73 ) 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 May 3, 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 May 3, 2026 and February 1, 2026, were as follows:
Fair value at May 3, 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 $ - $ 31,291 $ - $ 31,291 $ - $ 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:
May 3, 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 (13,134 ) 23,601 (12,620 )
Trademarks and Trade names 2,334 (1,256 ) 2,334 (1,225 )
Intangible assets, net 27,954 (15,504 ) 27,954 (14,959 )
*: The amounts are net of impairment charges of $16.4 million related to Shenandoah goodwill; $14.5 million related to Sunset West 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 $545,000 and $667,000 for the first quarters of fiscal 2027 and 2026, respectively. For the remainder of fiscal 2027,
amortization expense is expected to be approximately $1.6 million
10. Leases
We have operating leases for warehouses, showrooms,
manufacturing facilities, offices and equipment. We recognized sublease income of $64,000 and $18,000 in the first quarters of fiscal
2027 and 2026, respectively.
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The components of lease cost and supplemental
cash flow information for leases for the first quarters of fiscal 2027 and 2026 were:
Thirteen Weeks Ended
May 3, 2026 May 4, 2025
Operating lease cost $ 1,659 $ 2,172
Variable lease cost 79 88
Short-term lease cost 46 49
Total operating lease cost $ 1,784 $ 2,309
Operating cash outflows $ 1,769 $ 2,233
The right-of-use assets and lease liabilities
recorded on our condensed consolidated balance sheets as of May 3, 2026 and February 1, 2026 were as follows:
May 3, 2026 February 1, 2026
Real estate $ 21,031 $ 22,328
Property and equipment 622 687
Total operating leases right-of-use assets $ 21,653 $ 23,015
Current portion of operating lease liabilities $ 5,359 $ 5,445
Long term operating lease liabilities 18,207 19,468
Total operating lease liabilities $ 23,566 $ 24,913
The weighted-average discount rate is 4.97%. The
weighted-average remaining lease term is 5.4 years as of May 3, 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
May 3, 2026:
Undiscounted Future Operating Lease Payments
Remainder of fiscal 2027 $ 4,904
2028 4,685
2029 3,915
2030 3,881
2031 3,913
2032 and thereafter 5,833
Total lease payments $ 27,131
Less: impact of discounting (3,565 )
Present value of lease payments $ 23,566
As of February 1, 2026, the Company had an additional
lease for an administrative office in High Point, North Carolina. This lease commenced in May of calendar 2026 with an initial lease term
of seven years and estimated future minimum rental commitments of approximately $2.2 million. Since the lease had not commenced as of
the quarter-end, the undiscounted amounts are not included in the table above.
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.
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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.
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We incurred $598,000 in previous fiscal years
in debt issuance costs in connection with our term loans. As of May 3, 2026, unamortized loan costs of $444,000 were recorded in other
assets on our condensed consolidated balance sheets.
As of May 3, 2026, there were no outstanding loans,
other than $3.2 million face amount of letters of credit. We had $54.2 million of Availability based on the current Borrowing Base. There
were no additional borrowings outstanding under the Amended and Restated Loan Agreement as of May 3, 2026.
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 two specified performance conditions if the executive officer remains continuously employed through
the end of the three-year performance period, one target is the Company’s annual EPS growth over the performance period and the
other target is the Company’s total shareholder return during the performance period compared to the Company’s peer group.
The payout or settlement of the PSUs will be made in shares of our common stock.
We expect to continue to grant these types of
awards annually in the future. The following table sets forth the number of outstanding restricted stock awards and RSUs and PSUs, net
of forfeitures and vested shares, as of the fiscal period-end dates indicated:
May 3, February 1,
2026 2026
Restricted shares 109 140
RSUs and PSUs 210 155
319 295
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 quarter, we purchased
and retired 7,615 shares of our common stock (at an average price of $12.53 per share) under the $5 million share repurchase authorization
approved by our board of directors in fiscal 2026, with approximately $4.9 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 first quarter shown below.
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The following table sets forth the computation
of basic and diluted earnings per share:
Thirteen Weeks Ended
May 3, May 4,
2026 2025
Net income / (loss) from continuing operations $ 1,061 $ (614 )
Less: Unvested participating restricted stock dividends 15 33
Net earnings allocated to unvested participating restricted stock 13 -
Earnings / (loss) from continuing operations available for common shareholders 1,033 (647 )
Earnings / (loss) from discontinued operations available for common shareholders - (2,438 )
Net earnings / (loss) available for common shareholders 1,033 (3,085 )
Weighted average shares outstanding for basic earnings per share 10,644 10,563
Dilutive effect of unvested restricted stock, RSU and PSU awards 134 -
Weighted average shares outstanding for diluted earnings per share 10,778 10,563
Basic earnings / (loss) from continuing operations per share $ 0.10 $ (0.06 )
Basic earnings / (loss) from discontinued operations per share - (0.23 )
Basic earnings / (loss) per share $ 0.10 $ (0.29 )
Diluted earnings / (loss) from continuing operations per share $ 0.10 $ (0.06 )
Diluted earnings / (loss) from discontinued operations per share - (0.23 )
Diluted earnings / (loss) per share $ 0.10 $ (0.29 )
Due to net losses in the first quarter of fiscal 2026, approximately
133,000 shares would have been antidilutive and are therefore excluded from the calculation of earnings per share for such period.
13. Income Taxes
We recorded income tax expense of $326,000 and
income tax benefits of $164,000 for the fiscal 2027 and fiscal 2026 first quarters from continuing operations, respectively, and tax benefits
of $599,000 on the pretax loss from discontinued operations in fiscal 2026 first quarter. The consolidated effective tax rates for these
periods were 23.5% and 21.1%, respectively. The increase in the effective tax rate for the current fiscal quarter was primarily due to
relative impact of restricted stock compensation when compared to operating profits in the current year period and operating losses in
the prior year period, as well as a change in valuation allowance recorded in the prior year period for a state loss carryforward.
No material and non-routine positions have been
identified as uncertain tax positions.
Tax years ending January 28, 2024 through February
1, 2026 remain subject to examination by federal and state taxing authorities.
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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 product line, intercompany eliminations and operating segments that are not individually reportable.
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The following tables present segment information
for the periods, and as of the dates, indicated.
Thirteen Weeks Ended
May 3, 2026 May 4, 2025
Net Sales % Net Sales % Net Sales
Hooker Branded $ 35,329 50.9 % $ 37,108 52.1 %
Domestic Upholstery 28,355 40.8 % 28,913 40.6 %
All Other 5,768 8.3 % 5,163 7.3 %
Consolidated $ 69,452 100 % $ 71,184 100 %
Cost of Sales
Hooker Branded $ 21,412 60.6 % $ 26,045 70.2 %
Domestic Upholstery 23,389 82.5 % 23,633 81.7 %
All Other 4,059 70.4 % 3,571 69.2 %
Consolidated $ 48,860 70.4 % $ 53,249 74.8 %
Gross Profit
Hooker Branded $ 13,918 39.4 % $ 11,065 29.8 %
Domestic Upholstery 4,965 17.5 % 5,280 18.3 %
All Other 1,709 29.6 % 1,590 30.8 %
Consolidated $ 20,592 29.6 % $ 17,935 25.2 %
Selling and Administrative Expenses
Hooker Branded $ 12,711 36.0 % $ 11,037 29.7 %
Domestic Upholstery 5,110 18.0 % 5,290 18.3 %
All Other 648 11.2 % 1,439 27.9 %
Consolidated $ 18,469 26.6 % $ 17,766 25.0 %
Intangible Asset Amortization
Domestic Upholstery 545 1.9 % $ 586 2.0 %
All Other - 0.0 % 81 1.6 %
Consolidated $ 545 0.8 % $ 667 0.9 %
Operating Income / (Loss)
Hooker Branded $ 1,206 3.4 % $ 27 0.1 %
Domestic Upholstery (689 ) -2.4 % (595 ) -2.1 %
All Other 1,061 18.4 % 70 1.4 %
Consolidated $ 1,578 2.3 % $ (498 ) -0.7 %
Other (Expense) / Income
Hooker Branded $ (59 ) -0.2 % $ 81 0.2 %
Domestic Upholstery - 0.0 % - 0.0 %
All Other (11 ) -0.2 % 17 0.3 %
Consolidated $ (70 ) -0.1 % $ 98 0.1 %
Interest expense - Corporate $ 121 0.2 % $ 378 0.5 %
Income tax expense / (benefit) - Corporate $ 326 0.5 % $ (164 ) -0.2 %
Net income / (loss) from continuing operations - Corporate $ 1,061 1.5 % $ (614 ) -0.9 %
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Thirteen Weeks Ended
May 3, 2026 May 4, 2025
Restructuring Costs
Hooker Branded $ 5 $ 127
Domestic Upholstery 114 113
All Other 5 40
Consolidated $ 124 $ 280
Capital Expenditures
Hooker Branded $ 336 $ 675
Domestic Upholstery 67 42
All Other - 10
Consolidated $ 403 $ 727
Depreciation & Amortization
Hooker Branded $ 711 $ 532
Domestic Upholstery 1,016 1,037
All Other 89 197
Consolidated $ 1,816 $ 1,766
We recorded $124,000 and $280,000 in restructuring
costs in the first quarter of fiscal 2027 and fiscal 2026, respectively, primarily related to severance. As of May 3, 2026 and February
1, 2026, we had accrued restructuring charges of approximately $211,000 and $298,000, respectively. The balance as of May 3, 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.
As of May 3, 2026 %Total As of February 1, 2026 %Total
Assets Assets
Assets
Hooker Branded $ 147,722 70.3 % $ 140,732 66.3 %
Domestic Upholstery 53,115 25.3 % 55,083 25.9 %
All Other 9,356 4.4 % 16,507 7.8 %
Consolidated Assets $ 210,193 100 % $ 212,322 100 %
Consolidated Goodwill and Intangibles 13,024 13,569
Total Consolidated Assets $ 223,217 $ 225,891
Sales by product type are as follows:
Net Sales (in thousands)
Thirteen Weeks Ended
May 3, 2026 %Total May 4, 2025 %Total
Casegoods $ 35,449 51 % $ 34,499 48 %
Upholstery 34,003 49 % 36,685 52 %
$ 69,452 100 % $ 71,184 100 %
15. Subsequent Events
Dividends
On June 9, 2026, our board of directors declared a
quarterly cash dividend of $0.115 per share which will be paid on June 30, 2026 to shareholders of record at June 19, 2026.
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