UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 14, 2006
HOOKER FURNITURE CORPORATION
(Exact name of registrant as specified in its charter)
Virginia
(State or other jurisdiction of incorporation or organization)
000-25349 | 54-0251350 | |
(Commission File No.) | (I.R.S. Employer Identification No.) | |
440 East Commonwealth Boulevard, Martinsville, Virginia | 24112 | |
(Address of principal executive offices) | (Zip Code) |
(276) 632-0459
(Registrants telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On February 14, 2006, Hooker Furniture Corporation issued a press release announcing a revision to its results of operations for its 2005 fourth quarter and the fiscal year ended November 30, 2005. A copy of Hooker Furnitures press release is furnished with this report as Exhibit 99.1.
ITEM 7.01. REGULATION FD DISCLOSURE.
Hooker Furniture Corporation has been informed that on January 31, 2006, J. Clyde Hooker, Jr., the retired Chairman and Chief Executive Officer of the company, entered into a prearranged trading plan with BB&T Capital Markets. The plan provides for the sale of up to 500,000 shares of the companys common stock held by certain Hooker family trusts. Future sales under the plan will not exceed volume limits established by Rule 144 under the Securities Act of 1933. The trading plan is intended to comply with Rule 10b5-1 under the Securities Exchange Act of 1934 and will expire on April 30, 2007, unless terminated earlier. The purpose of the trading plan is to diversify the familys trust assets in an orderly manner.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) | Exhibits |
Exhibit |
Description | |
99.1 | Press Release dated February 14, 2006 |
2
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
HOOKER FURNITURE CORPORATION | ||
By: |
/s/ R. Gary Armbrister | |
R. Gary Armbrister | ||
Chief Accounting Officer |
Date: February 14, 2006
3
EXHIBIT INDEX
Exhibit |
Description | |
99.1 | Press Release dated February 14, 2006 |
Exhibit 99.1
PRESS RELEASE
For more information, contact:
E. Larry Ryder, Executive Vice President, Finance & Administration or
Paul B. Toms, Chairman & Chief Executive Officer
276-632-2133
For immediate release: February 14, 2006
Hooker Furniture Reports Revised, Increased
Earnings for Fourth Quarter 2005
Company Issues More Optimistic Forecast for 2006 First Quarter
Martinsville, Va.: Hooker Furniture (Nasdaq-CM: HOFT) today announced that it understated net income for its fourth quarter ended November 30, 2005 by approximately $658,000, or $0.06 per share, in its news release dated January 12, 2006. The revision is primarily a result of an overstatement of the Companys advertising program costs and group insurance expense for the 2005 fourth quarter resulting in a combined $1.0 million of additional pretax income.
Hooker Furnitures revised net sales for the 2005 fourth quarter are $90.2 million and $341.8 million for the year ended November 30, 2005. Net income for the 2005 fourth quarter as revised is $4.0 million, or $0.34 per share. Hooker Furnitures net income for the year ended November 30, 2005 as revised is $12.5 million, or $1.06 per share.
The Company accounts for certain of these advertising program allowances as a reduction in net sales. When accounting for these programs, the Company recorded certain of these costs before an actual liability was incurred. The effect of this error was not material to results of operations in the current or any prior period.
The decrease in group insurance expense was the result of a correction to the accrual for the month of November 2005.
Separately, the Company is revising its 2006 first quarter net sales estimate to a range of 2% lower to 2% higher than its strong first quarter sales in 2005. The revised forecast is based upon better than anticipated shipments thus far in the quarter. The Company had previously announced a net sales estimate of 3% to 7% lower than first quarter 2005.
The Annual Meeting of Shareholders will be held on Friday, March 31, 2006, at 2:00 p.m., at Piedmont Arts Association, 215 Starling Avenue, Martinsville, Virginia.
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Ranked as the nations sixth largest publicly traded furniture producer based on 2004 shipments to U.S. retailers, Hooker Furniture is an 81-year old importer and manufacturer of residential wood, metal and upholstered furniture. The Companys principal customers are retailers of residential home furnishings who are broadly dispersed throughout North America. Major furniture categories include wall and entertainment units, office, dining, occasional, bedroom and upholstered leather furniture for the home. With approximately 1,400 employees, the Company operates five manufacturing plants, one supply plant, six distribution centers and warehouses, three showrooms and a corporate office in Virginia and North Carolina. The Company also utilizes a distribution center and a warehouse located in China. The Companys stock is listed on the NASDAQ Capital Market under the symbol HOFT, and closed at $15.60 per share on February 13, 2006. Please visit our websites at www.hookerfurniture.com and www.bradington-young.com.
Certain statements made in this report are not based on historical facts, but are forward-looking statements. These statements reflect the Companys reasonable judgment with respect to future events and can be identified by the use of forward-looking terminology such as believes, expects, projects, may, will, should, would, or anticipates, or the negative thereof, or other variations thereon, or comparable terminology, or by discussions of strategy. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Those risks and uncertainties include but are not limited to: domestic and international competition in the furniture industry and growing price competition from lower-priced imports; general economic or business conditions, both domestically and internationally; the cyclical nature of the furniture industry; achieving and managing growth and change, and risks associated with acquisitions, restructurings, strategic alliances and international operations; risks associated with manufacturing operations, such as fluctuations in the price of key raw materials, including lumber and leather, and environmental matters; supply and transportation and distribution disruptions or delays affecting imported and domestically manufactured products; adverse political acts or developments in, or affecting, the international markets from which the Company imports products, including duties or tariffs imposed on products imported by the Company; changes in domestic and international monetary policies and fluctuations in foreign currency exchange rates affecting the price of the Companys imported products; risks associated with distribution through retailers, such as non-binding dealership arrangements; and capital requirements and costs.
-Revised Tables Follow-
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TABLE I
HOOKER FURNITURE CORPORATION
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share data)
Three Months Ended November 30, |
Twelve Months Ended November 30, | ||||||||||||
2005 |
2004 |
2005 |
2004 | ||||||||||
Net sales |
$ | 90,153 | $ | 91,923 | $ | 341,775 | $ | 345,944 | |||||
Cost of sales |
64,654 | 65,484 | 249,873 | 250,467 | |||||||||
Gross profit |
25,499 | 26,439 | 91,902 | 95,477 | |||||||||
Selling and administrative expenses |
18,713 | 17,170 | 65,497 | 62,707 | |||||||||
Restructuring charges (credit) (a) (b) |
211 | (369 | ) | 5,250 | 1,604 | ||||||||
Operating income |
6,575 | 9,638 | 21,155 | 31,166 | |||||||||
Other income (expense), net |
138 | 132 | 563 | 627 | |||||||||
Income before interest and income taxes |
6,713 | 9,770 | 21,718 | 31,793 | |||||||||
Interest expense |
200 | 419 | 1,209 | 1,869 | |||||||||
Income before income taxes |
6,513 | 9,351 | 20,509 | 29,924 | |||||||||
Income taxes |
2,501 | 3,904 | 8,024 | 11,720 | |||||||||
Net income |
$ | 4,012 | $ | 5,447 | $ | 12,485 | $ | 18,204 | |||||
Earnings per share: |
|||||||||||||
Basic and diluted |
$ | 0.34 | $ | 0.46 | $ | 1.06 | $ | 1.56 | |||||
Weighted average shares outstanding |
11,839 | 11,723 | 11,795 | 11,669 | |||||||||
(a) | In 2005, the Company recorded a $5.3 million pretax ($3.3 million after tax or $0.28 per share) restructuring and related asset impairment charge principally related to the October 2005 closing of the Companys Pleasant Garden, N.C. wood furniture manufacturing facility. In the 2005 fourth quarter, the Company recorded a $211,000 pretax ($131,000 after tax or $0.01 per share) restructuring charge principally consisting of expenses incurred to prepare the Pleasant Garden real property for sale. |
(b) | In 2004, the Company recorded a $1.6 million pretax ($1.0 million after tax or $0.09 per share) restructuring and related asset impairment charge principally related to the October 2004 closing of the Companys Maiden, N.C. wood furniture manufacturing facility. In the 2004 fourth quarter, in connection with the Maiden plant shutdown, the Company recorded a $369,000 pretax ($229,000 after tax or $0.02 per share) restructuring credit consisting of a $599,000 reduction in the asset impairment charge recorded in the 2004 third quarter, partially offset by costs of $230,000 incurred to prepare the real property for sale. |
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TABLE II
HOOKER FURNITURE CORPORATION
UNAUDITED CONSOLIDATED BALANCE SHEETS
(In thousands)
November 30, 2005 |
November 30, 2004 |
|||||||
Assets | ||||||||
Current assets |
||||||||
Cash and cash equivalents |
$ | 16,365 | $ | 9,230 | ||||
Trade accounts receivable, less allowance for doubtful accounts of $1,352 and $1,341 on each respective date |
43,993 | 40,960 | ||||||
Inventories |
68,718 | 69,735 | ||||||
Prepaid expenses and other current assets |
4,042 | 3,540 | ||||||
Assets held for sale |
1,656 | 5,376 | ||||||
Total current assets |
134,774 | 128,841 | ||||||
Property, plant and equipment, net |
37,006 | 44,142 | ||||||
Goodwill |
2,396 | 2,396 | ||||||
Intangible assets |
4,590 | 4,765 | ||||||
Cash surrender value of life insurance policies |
9,880 | 8,474 | ||||||
Other assets |
406 | 300 | ||||||
Total assets |
$ | 189,052 | $ | 188,918 | ||||
Liabilities and Shareholders Equity | ||||||||
Current liabilities |
||||||||
Trade accounts payable |
$ | 13,872 | $ | 14,930 | ||||
Accrued salaries, wages and benefits |
6,272 | 7,090 | ||||||
Other accrued expenses |
2,628 | 3,011 | ||||||
Current maturities of long-term debt |
2,283 | 6,671 | ||||||
Total current liabilities |
25,055 | 31,702 | ||||||
Long-term debt, excluding current maturities |
11,012 | 16,495 | ||||||
Deferred compensation |
3,516 | 2,775 | ||||||
Other long-term liabilities |
857 | 1,361 | ||||||
Total liabilities |
40,440 | 52,333 | ||||||
Shareholders equity |
||||||||
Common stock, no par value, 20,000 shares authorized, 14,425 and 14,475 shares issued and outstanding on each respective date |
9,516 | 7,385 | ||||||
Unearned ESOP shares, 2,538 and 2,708 shares on each respective date |
(15,861 | ) | (16,927 | ) | ||||
Retained earnings |
155,183 | 146,886 | ||||||
Accumulated other comprehensive loss |
(226 | ) | (759 | ) | ||||
Total shareholders equity |
148,612 | 136,585 | ||||||
Total liabilities and shareholders equity |
$ | 189,052 | $ | 188,918 | ||||
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TABLE III
HOOKER FURNITURE CORPORATION
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Twelve Months Ended |
||||||||
November 30, 2005 |
November 30, 2004 |
|||||||
Cash flows from operating activities |
||||||||
Cash received from customers |
$ | 339,041 | $ | 341,296 | ||||
Cash paid to suppliers and employees |
(308,957 | ) | (320,677 | ) | ||||
Income taxes paid, net |
(9,614 | ) | (11,981 | ) | ||||
Interest paid, net |
(846 | ) | (1,189 | ) | ||||
Net cash provided by operating activities |
19,624 | 7,449 | ||||||
Cash flows from investing activities |
||||||||
Purchase of property, plant and equipment |
(3,590 | ) | (3,702 | ) | ||||
Proceeds received on notes issued for the sale of property |
18 | 900 | ||||||
Proceeds from the sale of property |
5,208 | 181 | ||||||
Net cash provided by (used in) investing activities |
1,636 | (2,621 | ) | |||||
Cash flows from financing activities |
||||||||
Proceeds from long-term debt |
2,000 | |||||||
Payments on long-term debt |
(9,871 | ) | (9,671 | ) | ||||
Payment to terminate interest rate swap agreement |
(38 | ) | ||||||
Cash dividends paid |
(3,286 | ) | (2,786 | ) | ||||
Repurchase of common stock |
(930 | ) | ||||||
Net cash used in financing activities |
(14,125 | ) | (10,457 | ) | ||||
Net increase (decrease) in cash and cash equivalents |
7,135 | (5,629 | ) | |||||
Cash and cash equivalents at beginning of year |
9,230 | 14,859 | ||||||
Cash and cash equivalents at end of year |
$ | 16,365 | $ | 9,230 | ||||
Reconciliation of net income to net cash provided by operating activities: |
||||||||
Net income |
$ | 12,485 | $ | 18,204 | ||||
Depreciation and amortization |
6,296 | 7,422 | ||||||
Non-cash ESOP cost |
3,225 | 3,784 | ||||||
Restructuring and related asset impairment charges |
5,250 | 1,604 | ||||||
Gain on disposal of property |
(10 | ) | (27 | ) | ||||
Provision for doubtful accounts |
569 | 1,255 | ||||||
Deferred income taxes |
(1,479 | ) | 41 | |||||
Changes in assets and liabilities, net of effects of acquisition: |
||||||||
Trade accounts receivables |
(3,602 | ) | (4,614 | ) | ||||
Inventories |
992 | (27,333 | ) | |||||
Prepaid expenses and other assets |
(2,026 | ) | (720 | ) | ||||
Trade accounts payable |
(1,058 | ) | 7,985 | |||||
Accrued salaries, wages and benefits |
(2,440 | ) | 647 | |||||
Accrued income taxes |
(308 | ) | ||||||
Other accrued expenses |
478 | 1,103 | ||||||
Other long-term liabilities |
944 | (1,594 | ) | |||||
Net cash provided by operating activities |
$ | 19,624 | $ | 7,449 | ||||