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 19, 2009
HOOKER
FURNITURE CORPORATION
(Exact
name of registrant as specified in its charter)
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Virginia
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000-25349
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54-0251350
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(State
or other jurisdiction of
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(Commission
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(I.R.S.
Employer
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incorporation
or organization)
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File
No.)
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Identification
No.)
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440
East Commonwealth Boulevard,
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Martinsville,
Virginia
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24112
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(276)
632-0459
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(Address
of principal executive offices)
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(Zip
Code)
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(Registrant’s
telephone number,
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including
area code)
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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):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01. Entry
into a Material Definitive Agreement.
On
February 19, 2009, Hooker Furniture Corporation (the “Company”) amended its
credit agreement with Bank of America, N.A. The amendment effective
as of January 1, 2009:
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·
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modified
the definition of “Cash Flow” to exclude all non-cash
charges. The effect of the amendment is to exclude all non-cash
charges, including the asset impairment described in Item 2.06 below, from
the calculation of Cash Flow for purposes of the Company’s Debt Service
Coverage Ratio under the credit agreement;
and
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·
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increased
the Commitment Fee and the fee for LIBOR Loans and Letters of Credit under
the credit agreement.
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All other
terms of the agreement were unchanged. This summary of the terms of
the amendment to the credit agreement is qualified in its entirety by reference
to the text of the amendment attached as Exhibit 10.1 to this Form 8-K, which is
incorporated herein by reference.
Item
2.06. Material
Impairments.
In
connection with the preparation of the Company’s financial statements for the
fiscal year ended February 1, 2009, management of the Company concluded on
February 13, 2009 that a non-cash impairment charge of $4.5 - $5.0 million
pretax is required to be recorded for the fiscal 2009 fourth
quarter. Continued weakness in the financial markets and the impact
of the current economy on the Company’s business have caused the Company’s
market capitalization to fall below its book value, rendering certain intangible
assets impaired. The impairment affects the Company’s
Bradington-Young trade name and goodwill related to both the Company’s
Bradington-Young and Opus Designs furniture lines. Giving effect to the
amendment of the Company’s credit agreement described in Item 1.01 above, the
Company will be in compliance with the financial covenants under its credit
agreement with Bank of America, N.A.
The
Company expects to announce its fourth quarter results on or about April 14,
2009.
Statements
made in this report, other than those concerning historical financial
information, may be considered forward-looking statements. These
statements are subject to risks and uncertainties that could cause actual
results to differ materially from those in the forward-looking statements,
including but not limited to: current economic conditions and instability in the
financial and credit markets including their potential impact on the Company’s
(i) sales and operating costs and access to financing, (ii) customers and
suppliers and their ability to obtain financing or generate the cash necessary
to conduct their business; general economic or business conditions, both
domestically and internationally; price competition in the furniture industry;
changes in domestic and international monetary policies and fluctuations in
foreign currency exchange rates affecting the price of the Company’s imported
products; the cyclical nature of the furniture industry which is particularly
sensitive to changes in consumer confidence, the amount of consumers’ income
available for discretionary purchases and the availability and terms of consumer
credit; risks associated with the cost of imported goods, including fluctuation
in the prices of purchased finished goods and transportation and warehousing
costs; supply, transportation and distribution disruptions, particularly those
affecting imported 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; risks
associated with domestic manufacturing operations, including fluctuations in
capacity utilization and the prices of key raw materials, transportation and
warehousing costs, domestic labor costs and environmental compliance and
remediation costs; the Company’s ability to successfully implement its business
plan to increase Sam Moore Furniture’s and Opus Design’s sales and improve their
financial performance; achieving and managing growth and change, and the risks
associated with acquisitions, restructurings, strategic alliances and
international operations; risks associated with distribution through retailers,
such as non-binding dealership arrangements; capital requirements and costs;
competition from non-traditional outlets, such as catalogs, internet and home
improvement centers; changes in consumer preferences, including increased demand
for lower quality, lower priced furniture due to declines in consumer confidence
and/or discretionary income available for furniture purchases and the
availability of consumer credit; and higher than expected costs associated with
product quality and safety, including regulatory compliance costs related to the
sale of consumer products and costs related to defective products. Any
forward-looking statement that the Company makes speaks only as of the date of
that statement, and the Company undertakes no obligation to update any
forward-looking statements whether as a result of new information, future
events, or otherwise.
2
Item
9.01. Financial
Statements and Exhibits.
(d) Exhibits
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Exhibit
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Description
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10.1
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Third
Amendment to Credit Agreement, dated as of February 19, 2009, between the
Company and Bank of America N.A.
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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.
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HOOKER
FURNITURE CORPORATION
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By:
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/s/ Edwin L. Ryder
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Edwin
L. Ryder
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EVP
– Finance and Administration
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Date:
February 20, 2009
3
Exhibit
List
Exhibit Description
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Exhibit
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Description
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10.1
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Third
Amendment to Credit Agreement, dated as of February 19, 2009, between the
Company and Bank of America
N.A.
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THIRD AMENDMENT TO CREDIT
AGREEMENT
THIS
THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of
February 19, 2009, is by and among HOOKER
FURNITURE COMPANY (the “Borrower”), THE
PERSONS IDENTIFIED AS LENDERS ON THE SIGNATURE PAGE HERETO (whether one
or more, the “Lenders”) and BANK OF
AMERICA, N.A., as agent for the Lenders (the “Agent”).
WHEREAS,
the Borrower, the Lenders and the Agent are parties to a Credit Agreement dated
as of April 30, 2003, as amended by a First Amendment to Credit Agreement dated
as of February 18, 2005, and a Second Amendment to Credit Agreement dated as of
February 27, 2008 (such credit agreement and amendments, the “Existing Credit
Agreement”); and
WHEREAS,
the Borrower has requested that the Lenders make certain amendments to the
Existing Credit Agreement; and
WHEREAS,
the Lenders are willing to do so, as more fully set forth below, but only on the
terms and conditions set forth herein.
NOW,
THEREFORE, in consideration of the premises and the mutual covenants
contained herein, the parties agree as follows:
1. Definitions. “Amended
Credit Agreement” means the Existing Credit Agreement as amended by this
Amendment. Capitalized terms used in this Amendment and not otherwise
defined shall have the meanings ascribed to them in the Existing Credit
Agreement.
2.
Amendment
of Certain Definitions.
(a)
Effective
as of January 1, 2009, the definition of “Applicable Rate” in Section
1.1 of
the Existing Credit Agreement is amended by deleting the first sentence thereof
and replacing it with the following:
“Applicable Rate”
means, from time to time, the following percentages per annum, based upon the
Funded Debt to EBITDA ratio (the “Financial Covenant”) as set forth in the most
recent Compliance Certificate received by Agent pursuant to Section 6.02(b):
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Pricing
Level
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Funded
Debt to
EBITDA
Ratio
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Commitment
Fee
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LIBOR
Loans
and
Letters of
Credit
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1
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<
0.75:1
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0.200%
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1.25%
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2
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>0.75:1
but < 1.25:1
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0.250%
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1.50%
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3
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>1.25:1
but < 1.50:1
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0.250%
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1.75%
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4
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>1.50:1
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0.375%
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2.00%
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(b) Effective
as of January 1, 2009, the definition of “Cash Flow” in Section 1.1 of
the Existing Credit Agreement is amended to read in its entirety as follows:
“Cash Flow” means, for
any period (a) net income, after income taxes, (b) less income or plus loss from
discontinued operations and extraordinary items, (c) plus depreciation,
depletion, amortization and other non-cash charges, (d) plus interest expense
on all obligations, and (e) minus dividends,
withdrawals, and other distributions, in each case for such period.
1 References
in Other Credit Documents. All references in the Existing
Credit Agreement to the "Credit Agreement" and all references in the other Loan
Documents to the "Credit Agreement" shall be deemed to refer to the Amended
Credit Agreement.
2 Representations
and Warranties. The Borrower hereby represents and warrants
that (a) the representations and warranties contained in Article V of the
Existing Credit Agreement (as amended by this Amendment) are correct in all
material respects on and as of the date hereof as though made on and as of such
date and after giving effect to the amendments contained herein, except to the
extent that such representations and warranties specifically refer to an earlier
date, in which case they shall be true and correct in all material respects as
of such earlier date, and except that for purposes of this Section, the
representations and warranties contained in subsections (a) and (b) of Section
5.05 of the Existing Credit Agreement shall be deemed to refer to the most
recent statements furnished pursuant to clauses (a) and (b), respectively, of
Section 6.01, and (b) no Default or Event of Default exists under the Existing
Credit Agreement on and as of the date hereof and after giving effect to the
amendments contained herein.
3 Ratification
and Reaffirmation. Each Loan Party hereby ratifies the Loan
Documents to which it is a party and acknowledges and reaffirms (a) that it is
bound by all terms of such Loan Documents (as amended hereby) applicable to it
and (b) that it is responsible for the observance and full performance of its
respective Obligations under such Loan Documents.
4 Instrument
Pursuant to Existing Credit Agreement. This Amendment is a
Loan Document executed pursuant to the Existing Credit Agreement and shall
(unless otherwise expressly indicated therein) be construed, administered and
applied in accordance with the terms and provisions of the Amended Credit
Agreement.
5 No
Other Changes. Except as expressly modified and amended by
this Amendment, the Existing Credit Agreement and all other Loan Documents shall
continue in full force and effect and all the terms, provisions and conditions
of the Loan Documents shall remain unchanged.
6 Severability. Any
provision of this Amendment held to be invalid, illegal or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such invalidity, illegality or unenforceability without affecting the validity,
legality and enforceability of the remaining provisions hereof; and the
invalidity of a particular provision in a particular jurisdiction shall not
invalidate such provision in any other jurisdiction.
7 Counterparts. This
Amendment may be executed by the parties hereto in several counterparts, each of
which shall be deemed to be an original and all of which shall constitute
together but one and the same agreement. Delivery of executed
counterparts of this Amendment by telecopy shall be effective as an original and
shall constitute a representation that an original shall be
delivered.
8 Governing
Law. This Amendment shall be governed by, and construed and
interpreted in accordance with, the laws of the Commonwealth of Virginia,
without giving effect to the conflict of law principles thereof.
9 Successors
and Assigns. This
Amendment shall be binding upon, inure to the benefit of and be enforceable by
the parties and their respective successors and permitted assigns.
10 Fees
and Expenses. The
Borrower shall pay to the Lenders and Agent upon demand the full amount of all
costs and expenses, including reasonable attorneys’ fees, incurred by the
Lenders and Agent in the negotiation and preparation of this Amendment.
IN
WITNESS WHEREOF, the Borrower, Agent and the Lenders have caused this
Amendment to be executed under seal by their duly authorized officers as of the
date first above written.
[Remainder
of Page Intentionally Left Blank – Signature Page Follows]
SIGNATURE PAGE TO THIRD
AMENDMENT TO CREDIT AGREEMENT
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Borrower:
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HOOKER
FURNITURE CORPORATION
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By:
/s/Paul B. Toms,
Jr
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Name: Paul
B. Toms, Jr.
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Title: Chairman,
President and Chief Executive Officer
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By:
/s/ Edwin L.
Ryder
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Name: Edwin
L. Ryder
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Title: EVP-
Finance and Administration
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Agent:
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BANK
OF AMERICA, N.A.
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By:
/s/ Greg L.
Richards
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Name:
Greg L. Richards
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Title: Senior
Vice President
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Lenders:
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BANK
OF AMERICA, N.A.
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By:
/S/ Greg L.
Richards
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Name: Greg
L. Richards
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Title:
Senior Vice
President
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