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Hooker Furniture(HOFT) - 2023 Q1 - Quarterly Report

PART I. FINANCIAL INFORMATION Item 1. Financial Statements This section presents the unaudited condensed consolidated financial statements for the thirteen weeks ended May 1, 2022, and comparative periods, including balance sheets, statements of operations, comprehensive income, cash flows, and stockholders' equity, along with detailed notes on accounting policies, acquisitions, and segment information Condensed Consolidated Balance Sheets Condensed Consolidated Balance Sheet Highlights (In thousands) | Item | May 1, 2022 | January 30, 2022 | | :-------------------------------- | :---------- | :--------------- | | Cash and cash equivalents | $10,100 | $69,366 | | Inventories | $107,681 | $75,023 | | Goodwill | $15,516 | $490 | | Total assets | $387,071 | $374,559 | | Total current liabilities | $66,978 | $56,937 | | Total liabilities | $124,809 | $113,431 | | Total shareholders' equity | $262,262 | $261,128 | - Cash and cash equivalents decreased significantly from $69.4 million to $10.1 million, primarily due to the Sunset West acquisition and increased inventory levels8 - Inventories increased by $32.6 million, reflecting a build-up of stock8 - Goodwill saw a substantial increase from $0.49 million to $15.5 million, largely attributable to the Sunset West acquisition8 Condensed Consolidated Statements of Operations Condensed Consolidated Statements of Operations Highlights (Thirteen Weeks Ended, In thousands, except per share data) | Item | May 1, 2022 | May 2, 2021 | % Change | | :-------------------------- | :---------- | :---------- | :------- | | Net sales | $147,314 | $162,861 | -9.5% | | Gross profit | $29,459 | $33,582 | -12.3% | | Operating income | $3,923 | $12,243 | -68.0% | | Net income | $3,182 | $9,443 | -66.3% | | Basic EPS | $0.27 | $0.79 | -65.8% | | Diluted EPS | $0.26 | $0.78 | -66.7% | | Cash dividends declared per share | $0.20 | $0.18 | +11.1% | - Net sales decreased by 9.5% year-over-year, primarily due to declines in the Home Meridian and Hooker Branded segments10 - Operating income and net income saw significant declines of 68.0% and 66.3% respectively, reflecting lower sales and increased expenses10 Condensed Consolidated Statements of Comprehensive Income Condensed Consolidated Statements of Comprehensive Income (Thirteen Weeks Ended, In thousands) | Item | May 1, 2022 | May 2, 2021 | | :-------------------------- | :---------- | :---------- | | Net income | $3,182 | $9,443 | | Adjustments to net periodic benefit cost | $(14) | $76 | | Total comprehensive income | $3,168 | $9,519 | - Total comprehensive income decreased by 66.7% year-over-year, consistent with the decline in net income13 Condensed Consolidated Statements of Cash Flows Condensed Consolidated Statements of Cash Flows Highlights (Thirteen Weeks Ended, In thousands) | Activity | May 1, 2022 | May 2, 2021 | | :----------------------------------- | :---------- | :---------- | | Net cash (used in)/provided by operating activities | $(30,018) | $238 | | Net cash used in investing activities | $(26,860) | $(2,343) | | Cash used in financing activities | $(2,388) | $(2,140) | | Net decrease in cash and cash equivalents | $(59,266) | $(4,245) | | Cash and cash equivalents - end of quarter | $10,100 | $61,596 | - Operating activities shifted from providing $0.238 million cash in Q1 FY22 to using $30.0 million in Q1 FY23, primarily due to a significant increase in inventories16 - Investing activities used $26.9 million, largely driven by $25.9 million for acquisitions (Sunset West)16 - Overall, cash and cash equivalents decreased by $59.3 million during the quarter16 Consolidated Statements of Stockholders' Equity Consolidated Statements of Stockholders' Equity Highlights (In thousands, except per share data) | Item | January 30, 2022 | May 1, 2022 | | :----------------------------------- | :--------------- | :---------- | | Common Stock Amount | $53,295 | $53,649 | | Retained Earnings | $207,884 | $208,678 | | Accumulated Other Comprehensive Income (loss) | $(51) | $(65) | | Total Shareholders' Equity | $261,128 | $262,262 | - Total shareholders' equity increased slightly from $261.1 million to $262.3 million, primarily due to net income partially offset by cash dividends and other comprehensive loss18 Notes to Condensed Consolidated Financial Statements 1. Preparation of Interim Financial Statements - The condensed consolidated financial statements are prepared in accordance with SEC rules and GAAP, including all normal recurring adjustments20 - The 2023 fiscal year began January 31, 2022, and ended May 1, 2022, for the thirteen-week period2125 - The company acquired substantially all assets of Sunset West on January 31, 2022, for $23.9 million cash and $2 million escrow, with results included in the Domestic Upholstery segment2223 2. Recently Adopted Accounting Policies - No new accounting pronouncements were adopted in the 2023 fiscal year, and none are expected to have a material effect24 3. Acquisition - The Sunset West acquisition was accounted for using the acquisition method, recording assets and liabilities at fair value, with excess purchase price recorded as goodwill26 Sunset West Acquisition Purchase Price and Fair Value Estimates (In thousands) | Item | Amount | | :------------------------------------ | :------- | | Cash paid for assets acquired | $23,909 | | Escrow | $2,003 | | Fair value of earnout | $766 | | Total purchase price | $26,678 | | Intangible assets (customer relationships, trade name) | $11,451 | | Goodwill | $15,026 | - Goodwill of $15.0 million is attributable to growth opportunities and expected synergies, and is expected to be tax deductible29 - Identifiable intangible assets include $10.4 million for customer relationships (10-year amortization) and $1.1 million for the trade name (12-year amortization)30 - Sunset West contributed $7.9 million in net sales and $0.861 million in operating income (including $0.282 million intangible amortization) to the Domestic Upholstery segment in Q1 FY2330 4. Accounts Receivable Trade Accounts Receivable, Net (In thousands) | Item | May 1, 2022 | January 30, 2022 | | :-------------------------- | :---------- | :--------------- | | Gross accounts receivable | $92,072 | $83,027 | | Customer allowances | $(6,900) | $(7,284) | | Allowance for doubtful accounts | $(2,150) | $(2,016) | | Trade accounts receivable | $83,022 | $73,727 | 5. Inventories Inventories (In thousands) | Item | May 1, 2022 | January 30, 2022 | | :-------------------- | :---------- | :--------------- | | Finished furniture | $120,110 | $89,066 | | Furniture in process | $2,692 | $2,314 | | Materials and supplies | $15,108 | $13,179 | | Inventories at FIFO | $137,910 | $104,559 | | Reduction to LIFO basis | $(30,229) | $(29,536) | | Inventories | $107,681 | $75,023 | 6. Property, Plant and Equipment Property, Plant and Equipment, Net (In thousands) | Item | May 1, 2022 | January 30, 2022 | | :-------------------------------- | :---------- | :--------------- | | Total depreciable property, net | $25,585 | $26,480 | | Land | $1,077 | $1,077 | | Construction-in-progress | $946 | $501 | | Property, plant and equipment, net | $27,608 | $28,058 | 7. Cloud Computing Hosting Arrangement - The company is implementing a common Enterprise Resource Planning (ERP) system, capitalizing implementation costs as internal-use software34 Capitalized ERP Implementation Costs (In thousands) | Item | Amount | | :-------------------------- | :------- | | Balance at January 30, 2022 | $3,228 | | Costs capitalized during the period | $1,331 | | Balance at May 1, 2022 | $4,559 | 8. Fair Value Measurements - Fair value measurements use a three-tier hierarchy (Level 1, 2, 3)35 - Company-owned life insurance is measured at fair value on a recurring basis using Level 2 inputs35 Company-Owned Life Insurance Fair Value (In thousands) | Date | Level 2 Fair Value | | :---------------- | :----------------- | | May 1, 2022 | $27,183 | | January 30, 2022 | $26,479 | 9. Intangible Assets Non-amortizable Intangible Assets (In thousands) | Item | January 30, 2022 | Acquisition | May 1, 2022 | | :-------------------------------- | :--------------- | :---------- | :---------- | | Goodwill - Shenandoah Furniture | $490 | $- | $490 | | Goodwill - Sunset West | $- | $15,026 | $15,026 | | Total Goodwill | $490 | $15,026 | $15,516 | | Total non-amortizable assets | $8,397 | $15,026 | $23,423 | Amortizable Intangible Assets (In thousands) | Item | January 30, 2022 | Acquisition | Amortization | May 1, 2022 | | :-------------------- | :--------------- | :---------- | :----------- | :---------- | | Customer Relationships | $15,348 | $10,401 | $(841) | $24,908 | | Trademarks | $598 | $1,050 | $(37) | $1,611 | | Totals | $15,946 | $11,451 | $(878) | $26,519 | - Amortization expense is expected to be approximately $2.6 million for the remainder of fiscal 202337 10. Leases Lease Costs (Thirteen Weeks Ended, In thousands) | Item | May 1, 2022 | May 2, 2021 | | :-------------------- | :---------- | :---------- | | Total operating lease cost | $2,662 | $2,076 | | Operating cash outflows | $2,829 | $1,992 | Operating Leases Right-of-Use Assets and Liabilities (In thousands) | Item | May 1, 2022 | January 30, 2022 | | :-------------------------------- | :---------- | :--------------- | | Total operating leases right-of-use assets | $52,700 | $51,854 | | Total operating lease liabilities | $54,718 | $54,041 | - The company has an additional lease for a showroom in High Point, NC, commencing Fall 2022, with estimated future minimum rental commitments of approximately $23.7 million over 10 years40 11. Long-Term Debt - As of May 1, 2022, the company had $27.9 million available under its $35 million revolving credit facility41 - Standby letters of credit totaling $7.1 million were outstanding, but no additional borrowings were outstanding under the facility41 12. Earnings Per Share - The company issues restricted stock awards, RSUs, and PSUs to encourage retention and increase shareholder value43 Earnings Per Share Calculation (Thirteen Weeks Ended, In thousands, except per share data) | Item | May 1, 2022 | May 2, 2021 | | :------------------------------------------ | :---------- | :---------- | | Net income | $3,182 | $9,443 | | Earnings available for common shareholders | $3,138 | $9,383 | | Weighted average shares outstanding (basic) | 11,866 | 11,833 | | Weighted average shares outstanding (diluted) | 11,949 | 11,972 | | Basic earnings per share | $0.27 | $0.79 | | Diluted earnings per share | $0.26 | $0.78 | 13. Income Taxes Income Tax Expense and Effective Tax Rate (Thirteen Weeks Ended, In thousands) | Item | May 1, 2022 | May 2, 2021 | | :-------------------- | :---------- | :---------- | | Income tax expense | $991 | $2,773 | | Effective tax rate | 23.7% | 22.7% | 14. Segment Information - The company is organized into three reportable segments: Hooker Branded, Home Meridian, Domestic Upholstery, and 'All Other'4952 - Segment reporting changes for fiscal 2023 first quarter include reclassifying H Contract seating products to Sam Moore and including Sunset West results in the Domestic Upholstery segment5051 Net Sales by Segment (Thirteen Weeks Ended, In thousands) | Segment | May 1, 2022 | % Net Sales | May 2, 2021 | % Net Sales | | :------------------ | :---------- | :---------- | :---------- | :---------- | | Hooker Branded | $42,230 | 28.7% | $51,339 | 31.5% | | Home Meridian | $62,085 | 42.1% | $84,411 | 51.8% | | Domestic Upholstery | $41,220 | 28.0% | $25,420 | 15.7% | | All Other | $1,779 | 1.2% | $1,691 | 1.0% | | Consolidated | $147,314 | 100% | $162,861 | 100.0% | Operating Income/(Loss) by Segment (Thirteen Weeks Ended, In thousands) | Segment | May 1, 2022 | % Net Sales | May 2, 2021 | % Net Sales | | :------------------ | :---------- | :---------- | :---------- | :---------- | | Hooker Branded | $4,142 | 9.8% | $9,442 | 18.4% | | Home Meridian | $(3,095) | -5.0% | $866 | 1.0% | | Domestic Upholstery | $2,752 | 6.7% | $1,731 | 6.8% | | All Other | $124 | 7.0% | $204 | 12.1% | | Consolidated | $3,923 | 2.7% | $12,243 | 7.5% | Net Sales by Product Type (Thirteen Weeks Ended, In thousands) | Product Type | May 1, 2022 | % Total | May 2, 2021 | % Total | | :----------- | :---------- | :------ | :---------- | :------ | | Casegoods | $74,192 | 50% | $97,959 | 60% | | Upholstery | $73,122 | 50% | $64,902 | 40% | | Total | $147,314 | 100% | $162,861 | 100% | 15. Subsequent Events - On June 1, 2022, the board declared a quarterly cash dividend of $0.20 per share, payable June 30, 202256 - On June 6, 2022, the Board of Directors authorized the repurchase of up to $20 million of the company's common shares57 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on the company's financial performance and condition for the first quarter of fiscal 2023, discussing net sales, profitability, segment performance, orders and backlog, liquidity, capital resources, and future outlook, while also outlining forward-looking statements and associated risks Forward-Looking Statements - The report contains forward-looking statements subject to risks and uncertainties that could cause actual results to differ materially6063 - Key risks include reliance on offshore sourcing, COVID-19 impact, general economic conditions, tariffs, domestic manufacturing issues, Sunset West acquisition integration, supply chain disruptions, ERP implementation, and market competition6165 Quarterly Reporting - This report covers the unaudited condensed consolidated financial statements for the thirteen-week period ended May 1, 2022 (fiscal 2023 first quarter), compared to the prior year period6670 Overview - Hooker Furnishings Corporation designs, markets, and imports casegoods, leather, and fabric-upholstered furniture, and domestically manufactures premium custom furniture71 - Segment reporting changes include reclassifying H Contract seating products to Sam Moore and integrating Sunset West into the Domestic Upholstery segment7374 - Orders and backlog are generally good indicators of sales momentum, but current supply chain issues (shipping containers, vessel space, vendor capacity) are slowing order conversion to shipments7577 Orders and Backlog Order Backlog (In thousands) | Reporting Segment | May 1, 2022 | January 30, 2022 | May 2, 2021 | | :------------------ | :---------- | :--------------- | :---------- | | Hooker Branded | $76,562 | $68,925 | $41,007 | | Home Meridian | $120,844 | $167,968 | $191,767 | | Domestic Upholstery | $79,018 | $67,068 | $43,985 | | All Other | $6,153 | $6,148 | $3,704 | | Consolidated | $282,577 | $310,109 | $280,463 | - Consolidated order backlog decreased by $27.5 million (8.9%) from fiscal 2022 year-end but increased by $2.1 million (0.8%) compared to the prior year first quarter end79 - Hooker Branded and Domestic Upholstery segments saw increased backlogs due to supply chain disruptions and production delays, while Home Meridian's backlog decreased due to exiting the Clubs channel and adjustments to programmed orders79 Executive Summary-Results of Operations - Consolidated net sales for Q1 FY23 decreased by $15.5 million (9.5%) year-over-year, driven by declines in Home Meridian and Hooker Branded, partially offset by strong Domestic Upholstery sales80 - Consolidated operating income was $3.9 million (2.7% of net sales), down from $12.2 million (7.5%) in the prior year, and net income was $3.2 million ($0.26 diluted EPS), down from $9.4 million ($0.78 diluted EPS)80 Review - Hooker Branded net sales decreased by 17.7% due to inventory unavailability caused by COVID-related lockdowns in Vietnam, but quarter-end backlog was 11% higher than fiscal 2022 year-end82 - Home Meridian net sales decreased by 26.4% due to lower direct container sales, exit from the unprofitable Clubs channel, and decreased e-commerce demand, resulting in an operating loss83 - Domestic Upholstery net sales increased by 62.2% due to organic growth and the addition of Sunset West sales, with operating income higher than the prior year despite material cost inflation84 - Cash and cash equivalents decreased by $59.3 million to $10.1 million, primarily due to a $30.1 million increase in inventory and $26 million for the Sunset West acquisition85 Results of Operations Fiscal 2023 First Quarter Compared to Fiscal 2022 First Quarter Consolidated Net Sales by Segment (Thirteen Weeks Ended, In thousands) | Segment | May 1, 2022 | % Net Sales | May 2, 2021 | % Net Sales | $ Change | % Change | | :------------------ | :---------- | :---------- | :---------- | :---------- | :------- | :------- | | Hooker Branded | $42,230 | 28.7% | $51,339 | 31.5% | $(9,109) | -17.7% | | Home Meridian | $62,085 | 42.1% | $84,411 | 51.8% | $(22,326) | -26.4% | | Domestic Upholstery | $41,220 | 28.0% | $25,420 | 15.7% | $15,800 | 62.2% | | All Other | $1,779 | 1.2% | $1,691 | 1.0% | $88 | 5.2% | | Consolidated | $147,314 | 100% | $162,861 | 100% | $(15,547) | -9.5% | Consolidated Gross Profit and Margin by Segment (Thirteen Weeks Ended, In thousands) | Segment | May 1, 2022 | % Net Sales | May 2, 2021 | % Net Sales | $ Change | % Change | | :------------------ | :---------- | :---------- | :---------- | :---------- | :------- | :------- | | Hooker Branded | $13,240 | 31.4% | $17,212 | 33.5% | $(3,972) | -23.1% | | Home Meridian | $6,305 | 10.2% | $10,135 | 12.0% | $(3,830) | -37.8% | | Domestic Upholstery | $9,354 | 22.7% | $5,638 | 22.2% | $3,716 | 65.9% | | All Other | $560 | 31.5% | $597 | 35.3% | $(37) | -6.2% | | Consolidated | $29,459 | 20.0% | $33,582 | 20.6% | $(4,123) | -12.3% | Consolidated Operating Profit/(Loss) and Margin by Segment (Thirteen Weeks Ended, In thousands) | Segment | May 1, 2022 | % Net Sales | May 2, 2021 | % Net Sales | $ Change | % Change | | :------------------ | :---------- | :---------- | :---------- | :---------- | :------- | :------- | | Hooker Branded | $4,142 | 9.8% | $9,442 | 18.4% | $(5,300) | -56.1% | | Home Meridian | $(3,095) | -5.0% | $866 | 1.0% | $(3,961) | -457.4% | | Domestic Upholstery | $2,752 | 6.7% | $1,731 | 6.8% | $1,021 | 59.0% | | All Other | $124 | 7.0% | $204 | 12.1% | $(80) | -39.2% | | Consolidated | $3,923 | 2.7% | $12,243 | 7.5% | $(8,320) | -68.0% | Consolidated Net Income and Diluted EPS (Thirteen Weeks Ended, In thousands, except per share data) | Item | May 1, 2022 | % Net Sales | May 2, 2021 | % Net Sales | $ Change | % Change | | :---------------------- | :---------- | :---------- | :---------- | :---------- | :------- | :------- | | Consolidated Net Income | $3,182 | 2.2% | $9,443 | 5.8% | $(6,261) | -66.3% | | Diluted earnings per share | $0.26 | | $0.78 | | | | COVID-19 - The company continues to monitor COVID-19 information, with administrative staff telecommuting, stepped-up facility cleaning, and medical plan coverage for testing, treatment, and vaccinations100 - More administrative staff are returning to the office, and domestic/limited international travel has resumed with adjusted protocols101 Outlook - Demand is leveling off from previous unsustainable levels, but the company expects improved shipping positions and cash balances by the end of Q2 FY23 due to incoming inventory102 - Inflationary pressures, including higher interest rates, are affecting consumers, particularly at lower price points103 - The company continues to face near-record ocean freight rates, a strained global supply chain, port congestion, and raw material inflation, managed through surcharges, price increases, and resourcing103 - Strategic initiatives include entry into the outdoor furniture market (Sunset West), expanding into interior design, launching Pulaski Upholstery, and focusing on profitable distribution channels104 Financial Condition, Liquidity and Capital Resources Cash Flows – Operating, Investing and Financing Activities Net Cash Flows (Thirteen Weeks Ended, In thousands) | Activity | May 1, 2022 | May 2, 2021 | | :----------------------------------- | :---------- | :---------- | | Net cash (used in)/provided by operating activities | $(30,018) | $238 | | Net cash used in investing activities | $(26,860) | $(2,343) | | Cash used in financing activities | $(2,388) | $(2,140) | | Net decrease in cash and cash equivalents | $(59,266) | $(4,245) | - Cash was used to build inventory, fund the Sunset West acquisition ($26 million), pay cash dividends ($2.4 million), and for capital expenditures ($0.83 million)105 Liquidity, Financial Resources and Capital Expenditures - Financial resources include available cash, expected cash flow from operations, available lines of credit, and cash surrender value of company-owned life insurance107 - These resources are believed sufficient to meet business requirements and dividend payments through fiscal 2023 and the foreseeable future107 Loan Agreements and Revolving Credit Facility - The company has a $35 million revolving credit facility with Bank of America, expiring February 1, 2026, with a $10 million sublimit for letters of credit108109 - Financial covenants include maintaining a funded debt to EBITDA ratio not exceeding 2.00:1.00, a fixed charge coverage ratio of at least 1.25:1.00, and limiting capital expenditures to $15.0 million annually111 - As of May 1, 2022, $27.9 million was available, with $7.1 million in standby letters of credit. An $8 million draw in early Q2 FY23 for inventory was partially repaid ($4 million) by mid-May113114 Share Repurchase Authorization - On June 6, 2022, the Board authorized the repurchase of up to $20 million of common shares, with no expiration date115 Expected Term Loan Proceeds - The company is in the process of securing a $25 million term loan with Bank of America to replenish cash used for the Sunset West acquisition, expected to close within 30-60 days116 Capital Expenditures - The company expects to spend approximately $5 million in capital expenditures for the remainder of fiscal 2023, including $2.5 million for showroom renovations117 - Showroom renovations aim to maximize interior design traffic, showcase Sunset West products, and support Home Meridian's new 'Portfolio' sales program117 Enterprise Resource Planning Project - An ERP system upgrade is underway, with implementation expected in legacy Hooker divisions and Sunset West in H2 FY23, followed by Home Meridian118 - Approximately $3 million is anticipated to be spent on the ERP project for the remainder of the year, in addition to significant associate time118 Dividends - On June 1, 2022, a quarterly cash dividend of $0.20 per share was declared, payable on June 30, 2022119 Critical Accounting Policies - There have been no material changes to the company's critical accounting policies and estimates from the 2022 Annual Report120 Item 3. Quantitative and Qualitative Disclosures about Market Risk This section details the company's exposure to various market risks, including interest rate fluctuations, raw material price volatility (especially for wood, fabric, and foam, and the impact of Russian Birch shortage), and foreign currency exchange rate changes, and how these risks are managed Interest Rate Risk - Borrowings under the revolving credit facility bear interest based on LIBOR plus 1.0%, exposing the company to interest rate changes122 - As of May 1, 2022, there was no outstanding balance under the revolving credit facility, other than $7.1 million reserved for standby letters of credit122 Raw Materials Price Risk - The company is exposed to price risk from raw materials in domestic upholstery manufacturing, primarily wood, fabric, and petroleum-based foam products123 - A shortage of Russian Birch plywood, a key material for one division, has led to finding alternative, higher-cost sources123 Currency Risk - The company generally negotiates firm, USD-denominated pricing with foreign suppliers for imported products, typically for at least one year124 - A decline in the U.S. Dollar's value could increase imported product prices beyond negotiated periods, potentially impacting sales volume or profit margins125 Item 4. Controls and Procedures This section reports on the effectiveness of the company's disclosure controls and procedures as of May 1, 2022, confirming their effectiveness, and notes the exclusion of the newly acquired Sunset West operations from the scope of the Sarbanes-Oxley Section 404 report for the current fiscal year Evaluation of Disclosure Controls and Procedures - Management concluded that disclosure controls and procedures were effective as of May 1, 2022, providing reasonable assurance for timely and accurate information disclosure126 Changes in Internal Control over Financial Reporting - Sunset West's operations will be excluded from the scope of the Sarbanes-Oxley Section 404 report on internal controls for the year ending January 29, 2023, as permitted by SEC guidance127 - No other material changes in internal control over financial reporting occurred during the fiscal quarter ended May 1, 2022128 PART II. OTHER INFORMATION Item 6. Exhibits This section lists all documents filed as exhibits to the Form 10-Q, including corporate governance documents, certifications, and interactive data files - Exhibits include Articles of Incorporation, Bylaws, Rule 13a-14(a) Certifications, Rule 13a-14(b) Certification, and Interactive Data Files (Inline XBRL)131 Signature This section contains the official signature block, confirming the due authorization and filing of the report by the registrant - The report was signed on June 9, 2022, by Paul A. Huckfeldt, Chief Financial Officer and Senior Vice President – Finance and Accounting133135