Virginia
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000-25349
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54-0251350
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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440
East Commonwealth Boulevard, Martinsville, VA
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24112
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|||
(Address
of principal executive offices)
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(Zip
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:
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[
]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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[
]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[
]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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[
]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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·
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restructuring
and intangible asset impairment
charges;
|
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·
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a
charge related to the December 2007 donation of two showrooms located in
High Point, N.C. to a local
university.
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Hooker
Furniture Corporation
(Registrant)
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||
April
2, 2009
(Date)
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/s/
R. GARY ARMBRISTER
R.
Gary Armbrister
Chief
Accounting Officer
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Exhibit
Index
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99.1
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Press
release dated April 2, 2009
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Thirteen
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Fourteen
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Fifty-Two
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Fifty-Three
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|||||||||||||
Weeks
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Weeks
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Weeks
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Weeks
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|||||||||||||
Ended
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Ended
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Ended
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Ended
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|||||||||||||
February
1,
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February
3,
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February
1,
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February
3,
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|||||||||||||
2009
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2008
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2009
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2008
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|||||||||||||
Operating
margin, including restructuring and special charges
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(2.5 | )% | 8.7 | % | 4.0 | % | 9.4 | % | ||||||||
Intangible
asset impairment charges
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8.7 | 1.9 | ||||||||||||||
Donation
of two showrooms
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1.3 | 0.3 | ||||||||||||||
Restructuring
(credits) charges
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(0.2 | ) | (0.6 | ) | (0.4 | ) | 0.1 | |||||||||
Operating
margin, excluding restructuring and special charges
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6.0 | % | 9.4 | % | 5.5 | % | 9.8 | % |
·
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Lower
gross profit margin on the Company’s products due
to:
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|
o
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underutilized
capacity as a result of lower sales rates and its effect on overhead
absorption principally for domestically produced upholstered
furniture,
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|
o
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the
rising cost of imported wood products and higher raw material costs for
upholstered products, although these cost increases were
partially mitigated by a mid-year price increase to the Company’s
customers,
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|
o
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substantial
discounting on the sale of remaining domestically-produced wood furniture,
and
|
|
o
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increased
warehousing and distribution expenses to operate three new distribution
centers, one located in California, and two in China. The California
facility opened in January 2008 and the two China facilities opened in May
and November of 2008. All three of the facilities are owned and operated
by third parties.
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·
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Higher
selling and administrative expenses as a percentage of net sales through
the effect of lower net sales. However, these expenses declined
year-over-year by $4.1 million, or 28.2% during the 2009 fourth quarter
and by $5.8 million, or 11.1% during the 2009 annual period due
to:
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|
o
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lower
selling expenses on lower sales,
|
|
o
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lower
compensation, benefits and other expenses principally as a result of
workforce reductions at the Company’s wood and upholstery operations
during the second half of the year and actions taken throughout the year
to curtail spending, and
|
|
o
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lower
charitable contributions. Contributions were higher in the 2008
quarterly and annual periods principally as a result of the December 2007
donation of two showrooms valued at $1.1
million.
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Thirteen
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Fourteen
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Fifty-Two
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Fifty-Three
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|||||||||||||
Weeks
Ended
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Weeks
Ended
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Weeks
Ended
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Weeks
Ended
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|||||||||||||
February
1,
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February
3,
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February
1,
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February
3,
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|||||||||||||
2009
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2008
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2009
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2008
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|||||||||||||
Net
sales
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$ | 56,511 | $ | 82,298 | $ | 261,162 | $ | 316,801 | ||||||||
Cost
of sales (a)
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42,767 | 61,145 | 200,878 | 235,057 | ||||||||||||
Gross
profit
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13,744 | 21,153 | 60,284 | 81,744 | ||||||||||||
Selling
and administrative expenses (a)
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10,400 | 14,477 | 45,980 | 51,738 | ||||||||||||
Intangible
asset impairment charges (b)
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4,914 | 4,914 | ||||||||||||||
Restructuring
and asset impairment (credits) charges (c)
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(132 | ) | (454 | ) | (951 | ) | 309 | |||||||||
Operating
(loss) income
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(1,438 | ) | 7,130 | 10,341 | 29,697 | |||||||||||
Other
(expense) income, net
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(68 | ) | 322 | 323 | 1,472 | |||||||||||
(Loss)
income before income taxes
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(1,506 | ) | 7,452 | 10,664 | 31,169 | |||||||||||
Income
tax (benefit) expense
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(787 | ) | 2,852 | 3,754 | 11,514 | |||||||||||
Net
(loss) income
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$ | (719 | ) | $ | 4,600 | $ | 6,910 | $ | 19,655 | |||||||
(Loss)
earnings per share:
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||||||||||||||||
Basic
and diluted
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$ | (0.07 | ) | $ | 0.39 | $ | 0.62 | $ | 1.58 | |||||||
Weighted
average shares outstanding:
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||||||||||||||||
Basic
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10,749 | 11,789 | 11,060 | 12,442 | ||||||||||||
Diluted
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10,756 | 11,794 | 11,066 | 12,446 | ||||||||||||
Cash
dividends declared per share
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$ | 0.10 | $ | 0.10 | $ | 0.40 | $ | 0.40 |
(a)
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Warehousing,
distribution and certain supply chain and operations management expenses
for periods prior to 2009 have been reclassified from selling and
administrative expenses to cost of goods sold to conform to the 2009
method of presentation. Amounts reclassified in each period
presented were $4.0 million for the 2009 fourth quarter, $4.4 million for
the 2008 fourth quarter, $16.8 million for the 2009 annual period and
$15.5 for the 2008 annual period.
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(b)
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During
the 2009 fourth quarter, in connection with its annual asset impairment
testing, the Company wrote off the $3.8 million in goodwill related to its
acquisitions of Bradington-Young and Opus Designs Youth
Bedroom. In addition, the Company recorded a $1.1 million
impairment charge to write down the value of its Bradington-Young trade
name.
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(c)
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In
connection with its exit from the domestic production of wood furniture,
the Company has recorded restructuring (credits) charges, principally for
severance and asset impairment in connection with its closure of
facilities:
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(1)
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During
the fiscal 2009 fourth quarter, the Company recorded a
restructuring credit of $132,000 ($82,000 after tax, or $0.01 per
share) for previously accrued health care benefits for the
Martinsville, Va. and Roanoke, Va. facilities which are not expected to be
paid.
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(2)
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During
the fiscal 2008 fourth quarter, the Company recorded a restructuring
credit of $454,000 ($279,000 after tax, or $0.02 per
share) principally for previously accrued health care benefits for
terminated employees at the former Martinsville, Va., Roanoke, Va. and
Pleasant Garden, N.C. facilities that are not expected to be paid
($315,000) and the reversal of previously accrued asset impairment charges
for the Martinsville, Va. facility ($238,000); net of exit costs related
to the sale of the Martinsville, Va. facility in December 2007
($99,000).
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(3)
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During fiscal
2009, the Company recorded restructuring credits of $951,000 ($592,000
after tax, or $0.05 per share) for previously accrued health care benefits
for the Martinsville, Va. and Roanoke, Va. facilities which are not
expected to be paid.
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(4)
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During fiscal
2008, the Company recorded $309,000 ($190,000 after tax, or $0.02 per
share) in aggregate restructuring and asset impairment charges, net,
principally related to additional asset impairment, disassembly and exit
costs associated with the closing of the Martinsville, Va. domestic wood
manufacturing facility in March 2007 ($553,000), net of a
restructuring credit principally for previously accrued health care
benefits for terminated employees at the former Pleasant Garden, N.C.,
Martinsville, Va. and Roanoke, Va. facilities that are not expected to be
paid ($244,000).
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February
1,
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February
3,
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|||||||
2009
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2008
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|||||||
Assets
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||||||||
Current
assets
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||||||||
Cash
and cash equivalents
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$ | 11,804 | $ | 33,076 | ||||
Trade
accounts receivable, less allowance for doubtful
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||||||||
accounts
of $2,207 and
$1,750 on each date
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30,261 | 38,229 | ||||||
Inventories
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60,248 | 50,560 | ||||||
Prepaid
expenses and other current assets
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4,736 | 3,552 | ||||||
Total
current assets
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107,049 | 125,417 | ||||||
Property,
plant and equipment, net
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24,596 | 25,353 | ||||||
Goodwill
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3,774 | |||||||
Intangible
assets
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4,805 | 5,892 | ||||||
Cash
surrender value of life insurance policies
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13,513 | 12,173 | ||||||
Other
assets
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3,504 | 2,623 | ||||||
Total
assets
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$ | 153,467 | $ | 175,232 | ||||
Liabilities
and Shareholders’ Equity
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||||||||
Current
liabilities
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||||||||
Trade
accounts payable
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$ | 8,392 | $ | 13,025 | ||||
Accrued
salaries, wages and benefits
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2,218 | 3,838 | ||||||
Other
accrued expenses
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2,279 | 3,553 | ||||||
Current
maturities of long-term debt
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2,899 | 2,694 | ||||||
Total
current liabilities
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15,788 | 23,110 | ||||||
Long-term
debt, excluding current maturities
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2,319 | 5,218 | ||||||
Deferred
compensation
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5,606 | 5,369 | ||||||
Other
long-term liabilities
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44 | 709 | ||||||
Total
liabilities
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23,757 | 34,406 | ||||||
Shareholders’
equity
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||||||||
Common
stock, no par value, 20,000 shares
authorized,
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||||||||
10,772
and 11,561 shares issued and
outstanding on each date
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16,995 | 18,182 | ||||||
Retained
earnings
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112,450 | 122,835 | ||||||
Accumulated
other comprehensive loss
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265 | (191 | ) | |||||
Total
shareholders’ equity
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129,710 | 140,826 | ||||||
Total
liabilities and shareholders’ equity
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$ | 153,467 | $ | 175,232 |
Fifty-Two
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Fifty-Three
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|||||||
Weeks
Ended
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Weeks
Ended
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|||||||
February
1,
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February
3,
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|||||||
2009
|
2008
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|||||||
Cash
flows from operating activities
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||||||||
Cash
received from customers
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$ | 269,483 | $ | 321,189 | ||||
Cash
paid to suppliers and employees
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(260,029 | ) | (266,009 | ) | ||||
Income
taxes paid, net
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(7,219 | ) | (12,717 | ) | ||||
Interest
received (paid), net
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167 | 1,195 | ||||||
Net
cash provided by operating activities
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2,402 | 43,658 | ||||||
Cash
flows from investing activities
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||||||||
Acquisitions,
net of cash acquired
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(181 | ) | (15,826 | ) | ||||
Purchase
of property, plant and equipment
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(2,271 | ) | (1,942 | ) | ||||
Proceeds
from the sale of property and equipment
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28 | 3,668 | ||||||
Net
cash used in investing activities
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(2,424 | ) | (14,100 | ) | ||||
Cash
flows from financing activities
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||||||||
Purchases
and retirement of common stock
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(14,097 | ) | (36,028 | ) | ||||
Cash
dividends paid
|
(4,459 | ) | (5,036 | ) | ||||
Payments
on long-term debt
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(2,694 | ) | (2,503 | ) | ||||
Net
cash used in financing activities
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(21,250 | ) | (43,567 | ) | ||||
Net
decrease in cash and cash equivalents
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(21,272 | ) | (14,009 | ) | ||||
Cash
and cash equivalents at beginning of year
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33,076 | 47,085 | ||||||
Cash
and cash equivalents at end of year
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$ | 11,804 | $ | 33,076 | ||||
Reconciliation
of net income to net cash provided
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||||||||
by
operating activities
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||||||||
Net
income
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$ | 6,910 | $ | 19,655 | ||||
Depreciation
and amortization
|
2,912 | 3,352 | ||||||
Restricted
stock compensation cost
|
74 | 47 | ||||||
Impairment
of intangibles
|
4,914 | |||||||
Restructuring
and asset impairment (credits) charges
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(951 | ) | 309 | |||||
Loss
(gain) on disposal of property
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154 | (100 | ) | |||||
Donation
of showroom facilities
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1,082 | |||||||
Provision
for doubtful accounts
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2,245 | 1,313 | ||||||
Deferred
income tax (benefit) expense
|
(2,005 | ) | 2,624 | |||||
Changes
in assets and liabilities, net of effect from
acquisitions:
|
||||||||
Trade
accounts receivable
|
5,767 | 2,972 | ||||||
Inventories
|
(9,629 | ) | 18,757 | |||||
Prepaid
expenses and other assets
|
(1,963 | ) | (1,141 | ) | ||||
Trade
accounts payable
|
(4,633 | ) | 2,063 | |||||
Accrued
salaries, wages and benefits
|
(669 | ) | (3,256 | ) | ||||
Accrued
income taxes
|
(1,274 | ) | (3,826 | ) | ||||
Other
accrued expenses
|
79 | (1,198 | ) | |||||
Other
long-term liabilities
|
471 | 1,005 | ||||||
Net
cash provided by operating activities
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$ | 2,402 | $ | 43,658 |