UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended ~~October 29, 2017~~ August 1, 2021

Commission file number 000-25349

HOOKER FURNITURE CORPORATION

(Exact name of registrant as specified in its charter)

Virginia	54-0251350
(State or other jurisdiction of incorporation or organization)	(IRS employer identification no.)

440 East Commonwealth Boulevard, Martinsville, VA 24112

(Address of principal executive offices, zip code)

(276) 632-2133

(~~Registrant’s~~Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically, ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated ~~filer,”~~filer”, “smaller reporting ~~company,”~~company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated Filer ☐	Accelerated filer ☒
Non-accelerated Filer ☐ ~~(Do not check if a smaller reporting company)~~	Smaller reporting company ☐
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

~~Indicate the number of shares outstanding of each~~

Securities registered pursuant to Section 12(b) of the ~~issuer’s classes~~Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, no par value	HOFT	NASDAQ Global Select Market

As of September 3, 2021, there were 11,923,986 shares of the registrant’s common stock ~~as of~~ ~~December 1, 2017:~~outstanding.

~~Common stock, no par value~~	~~11,762,409~~
~~(Class of common stock)~~	~~(Number of shares)~~

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements	3

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20 16

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	35 28

Item 4.	Controls and Procedures	36 28

PART II. OTHER INFORMATION

Item ~~1A.~~6.	~~Risk Factors~~Exhibits	37 29

~~Item 6.~~		~~Exhibits~~	38

Signature		39 30

~~Table of Contents~~

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

HOOKER FURNITURE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)

As of October 29, January 29,
2017 2017
(unaudited)
Assets
Current assets
    Cash and cash equivalents $ 32,357 $ 39,792
    Trade accounts receivable, net 79,850 92,578
    Inventories 83,550 75,303
    Income Tax Recoverable 954 -
    Prepaid expenses and other current assets 5,220 4,244
         Total current assets 201,931 211,917
Property, plant and equipment, net 30,846 25,803
Cash surrender value of life insurance policies 23,322 22,366
Deferred taxes 5,512 7,264
Intangible assets, net 37,825 25,923
Goodwill 40,832 23,187
Other assets 2,249 2,236
         Total non-current assets 140,586 106,779
               Total assets $ 342,517 $ 318,696

Liabilities and Shareholders’ Equity
Current liabilities
    Current portion of term loan $ 7,526 $ 5,817
    Trade accounts payable 33,748 36,552
    Accrued salaries, wages and benefits 8,373 8,394
    Income tax accrual - 4,323
    Customer deposits 4,290 5,605
    Other accrued expenses 3,338 3,369
         Total current liabilities 57,275 64,060
Long term debt 47,660 41,772
Deferred compensation 11,043 10,849
Pension plan 3,017 3,499
Other long-term liabilities 852 589
Total long-term liabilities 62,572 56,709
              Total liabilities 119,847 120,769

Shareholders’ equity
    Common stock, no par value, 20,000 shares authorized,
    11,762 and 11,563 shares issued and outstanding on each date
48,910 39,753
    Retained earnings 173,245 157,688
    Accumulated other comprehensive income 515 486
              Total shareholders’ equity 222,670 197,927
                   Total liabilities and shareholders’ equity $ 342,517 $ 318,696

HOOKER FURNITURE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

As of	August 1,			January 31,
	2021			2021
	(unaudited)
Assets
Current assets
Cash and cash equivalents	$	37,411		$	65,841
Trade accounts receivable, net		98,294			83,290
Inventories		103,595			70,159
Prepaid expenses and other current assets		7,783			4,432
Total current assets		247,083			223,722
Property, plant and equipment, net		27,965			26,780
Cash surrender value of life insurance policies		26,332			25,365
Deferred taxes		12,504			14,173
Operating leases right-of-use assets		26,176			34,613
Intangible assets, net		25,045			26,237
Goodwill		490			490
Other assets		2,413			893
Total non-current assets		120,925			128,551
Total assets	$	368,008		$	352,273

Liabilities and Shareholders’ Equity
Current liabilities
Trade accounts payable	$	40,685		$	32,213
Accrued salaries, wages and benefits		6,979			7,136
Income tax accrual		917			501
Customer deposits		7,557			4,256
Current portion of lease liabilities		5,942			6,650
Other accrued expenses		2,848			3,354
Total current liabilities		64,928			54,110
Deferred compensation		10,848			11,219
Lease liabilities		21,801			29,441
Total long-term liabilities		32,649			40,660
Total liabilities		97,577			94,770

Shareholders’ equity
Common stock, no par value, 20,000 shares authorized, 11,924 and 11,888 shares issued and outstanding on each date		53,473			53,323
Retained earnings		217,613			204,988
Accumulated other comprehensive loss		(655	)		(808	)
Total shareholders’ equity		270,431			257,503
Total liabilities and shareholders’ equity	$	368,008		$	352,273

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

Table of Contents

HOOKER FURNITURE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF ~~INCOME~~OPERATIONS

(In thousands, except per share data)

(Unaudited)

~~(Unaudited)~~

									For the
	Thirteen Weeks Ended				Thirty-Nine Weeks Ended				Thirteen Weeks Ended					Twenty-Six Weeks Ended
	October 29,		October 30,		October 29,		October 30,		August 1,		August 2,			August 1,		August 2,
	2017		2016		2017		2016		2021		2020			2021		2020

Net sales	$	157,934	$	145,298	$	445,114	$	403,292	$	162,519	$	130,537		$	325,379	$	235,134

Cost of sales		123,656		114,372		349,576		317,289		130,802		103,537			260,080		189,480

Gross profit		34,278		30,926		95,538		86,003		31,717		27,000			65,299		45,654

Selling and administrative expenses		22,449		20,653		64,139		61,038		21,460		18,892			42,204		38,070
Goodwill impairment charges										0		0			0		39,568
Trade name impairment charges										0		0			0		4,750
Intangible asset amortization		624		334		1,291		2,801		596		596			1,192		1,192

Operating income		11,205		9,939		30,108		22,164
Operating income/(loss)										9,661		7,512			21,903		(37,926	)

Other income, net		330		218		1,052		636
Other income/(expense), net										21		(10	)		27		(51	)
Interest expense, net		327		245		860		755		23		118			54		327

Income before income taxes		11,208		9,912		30,300		22,045
Income/(loss) before income taxes										9,659		7,384			21,876		(38,304	)

Income tax expense		4,006		3,453		10,574		7,737
Income tax expense/(benefit)										2,192		1,610			4,966		(9,259	)

Net income	$	7,202	$	6,459	$	19,726	$	14,308
Net income/(loss)									$	7,467	$	5,774		$	16,910	$	(29,045	)

Earnings per share
Earnings/(loss) per share
Basic	$	0.62	$	0.56	$	1.70	$	1.24	$	0.63	$	0.49		$	1.42	$	(2.46	)
Diluted	$	0.61	$	0.56	$	1.69	$	1.23	$	0.62	$	0.48		$	1.40	$	(2.46	)

Weighted average shares outstanding:
Basic		11,679		11,537		11,596		11,528		11,850		11,824			11,842		11,811
Diluted		11,700		11,559		11,626		11,556		11,993		11,853			11,985		11,811

Cash dividends declared per share	$	0.12	$	0.10	$	0.36	$	0.30	$	0.18	$	0.16		$	0.36	$	0.32

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

Table of Contents

HOOKER FURNITURE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
(Unaudited)

Thirteen Weeks Ended Thirty-Nine Weeks Ended
October 29, October 30, October 29, October 30,
2017 2016 2017 2016

Net Income $ 7,202 $ 6,459 $ 19,726 $ 14,308
       Other comprehensive income (loss):
                 Amortization of actuarial loss (gain) 15 (18 ) 46 (53 )
                 Income tax effect on amortization (5 ) 7 (17 ) 19
        Adjustments to net periodic benefit cost 10 (11 ) 29 (34 )

Total comprehensive Income $ 7,212 $ 6,448 $ 19,755 $ 14,274

HOOKER FURNITURE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/(LOSS)

(In thousands)

(Unaudited)

	For the
	Thirteen Weeks Ended						Twenty-Six Weeks Ended
	August 1,			August 2,			August 1,			August 2,
	2021			2020			2021			2020

Net Income/(Loss)	$	7,467		$	5,774		$	16,910		$	(29,045	)
Other comprehensive income (loss):
Amortization of actuarial loss		100			84			201			168
Income tax effect on amortization		(24	)		(20	)		(48	)		(40	)
Adjustments to net periodic benefit cost		76			64			153			128

Total Comprehensive Income/(Loss)	$	7,543		$	5,838		$	17,063		$	(28,917	)

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

Table of Contents

HOOKER FURNITURE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

~~(Unaudited)~~

							For the
	Thirty-Nine Weeks Ended						Twenty-Six Weeks Ended
	October 29,			October 30,			August 1,			August 2,
	2017			2016			2021			2020
Operating Activities:
Net income	$	19,726		$	14,308
Net income/(loss)							$	16,910		$	(29,045	)
Adjustments to reconcile net income to net cash provided by operating activities:
Goodwill and intangible asset impairment charges								0			44,318
Depreciation and amortization		4,399			6,340			3,583			3,365
Gain on disposal of assets		(37	)		(60	)
Deferred income tax expense (benefit)		1,735			(1,767	)
Deferred income tax expense/(benefit)								1,621			(10,665	)
Noncash restricted stock and performance awards		1,175			927			150			1,046
Provision for doubtful accounts		125			(168	)
Provision for doubtful accounts and sales allowances								(340	)		3,396
Gain on life insurance policies		(453	)		(665	)		(704	)		(651	)
Changes in assets and liabilities:
Trade accounts receivable		16,179			(105	)		(14,663	)		17,142
Inventories								(33,435	)		25,106
Income tax recoverable		(954	)		-			0			751
Inventories		(5,867	)		6,597
Prepaid expenses and other current assets		(836	)		(306	)		(4,663	)		(1,261	)
Trade accounts payable		(3,529	)		(319	)		8,362			(1,391	)
Accrued salaries, wages, and benefits		(539	)		(332	)		(158	)		(726	)
Accrued income taxes		(4,323	)		1,142			417			975
Customer deposits		(1,314	)		4,485			3,302			977
Operating lease liabilities								89			678
Other accrued expenses		(254	)		2,409			(507	)		(867	)
Deferred compensation		(435	)		(1,265	)		(171	)		20
Other long-term liabilities		267			44
Net cash provided by operating activities	$	25,065		$	31,265
Net cash (used in)/provided by operating activities							$	(20,207	)	$	53,168

Investing Activities:
Acquisitions	$	(32,650	)	$	(86,062	)
Purchases of property and equipment		(2,708	)		(1,905	)		(3,465	)		(484	)
Proceeds received on notes from sale of assets		98			116
Premiums paid on life insurance policies								(473	)		(453	)
Proceeds received on life insurance policies		-			908			0			673
Premiums paid on life insurance policies		(639	)		(682	)
Net cash used in investing activities		(35,899	)		(87,625	)		(3,938	)		(264	)

Financing Activities:
Proceeds from long-term debt	$	12,000		$	60,000
Cash dividends paid								(4,285	)		(3,796	)
Payments for long-term debt		(4,393	)		(10,825	)		0			(2,929	)
Debt issuance cost		(39	)		(165	)
Cash dividends paid		(4,169	)		(3,466	)
Net cash provided by financing activities		3,399			45,544
Cash used in financing activities								(4,285	)		(6,725	)

Net decrease in cash and cash equivalents		(7,435	)		(10,816	)
Net (decrease)/increase in cash and cash equivalents								(28,430	)		46,179
Cash and cash equivalents - beginning of year		39,792			53,922			65,841			36,031
Cash and cash equivalents - end of quarter	$	32,357		$	43,106		$	37,411		$	82,210

Supplemental disclosure of cash flow information:
Cash paid for income taxes	$	14,103		$	8,360		$	2,929		$	220
Cash paid for interest, net		754			547			1			295

Non-cash transactions:
Acquisition cost paid in common stock	$	8,396		$	20,267
Decrease in lease liabilities arising from changes in right-of-use assets							$	(4,919	)	$	(1,987	)
Increase in property and equipment through accrued purchases		26			22			111			41

The accompanying notes are an integral part of the unaudited condensed consolidated financial ~~statements~~.statements.

Table of Contents

HOOKER FURNITURE CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(In thousands, except per share data)

(Unaudited)

									Accumulated
									Other			Total
	Common Stock					Retained			Comprehensive			Shareholders'
	Shares		Amount			Earnings			Income (loss)			Equity
Balance at February 2, 2020		11,838	$	51,582		$	223,252		$	(713	)	$	274,121
Net loss							(29,045	)					(29,045	)
Unrealized loss on defined benefit plan, net of tax of $40										128			128
Cash dividends paid and accrued ($0.16 per share)							(3,796	)					(3,796	)
Restricted stock grants, net of forfeitures		52		169									169
Restricted stock compensation cost				442									442
Performance-based restricted stock units costs				435									435
Balance at August 2, 2020		11,890	$	52,628		$	190,411		$	(585	)	$	242,454




Balance at January 31, 2021		11,888	$	53,323		$	204,988		$	(808	)	$	257,503
Net income							16,910						16,910
Unrealized loss on defined benefit plan, net of tax of $48										153			153
Cash dividends paid and accrued ($0.18 per share)							(4,285	)					(4,285	)
Restricted stock grants, net of forfeitures		36											-
Restricted stock compensation cost				597									597
Performance-based restricted stock units costs				293									293
PSU awards				(740	)								(740	)
Balance at August 1, 2021		11,924	$	53,473		$	217,613		$	(655	)	$	270,431

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

Table of Contents

HOOKER FURNITURE 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)

~~(Unaudited)~~

For the ~~Thirty-Nine~~Twenty-Six Weeks Ended ~~October 29, 2017~~August 1, 2021

1.Preparation of Interim Financial Statements

1.	~~Preparation of Interim Financial Statements~~

The condensed consolidated financial statements of Hooker Furniture 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”). All references to the “Hooker”, “Hooker Division” or “traditional Hooker” divisions or companies refer to the current components of our Hooker Casegoods and Upholstery operating segments, including Shenandoah since its characteristics (e.g. management, price points, margins and domestic manufacturing base), are like that of the other components of what we previously defined as the “legacy Hooker” business. 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 January ~~29, 2017~~31, 2021 (“~~2017~~2021 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 2022 fiscal year thirteen-week period (also referred to as “three months,” “three-month period,” “quarter,” ~~“third~~“second quarter” or “quarterly period”) that began ~~July 31, 2017,~~May 3, 2021, and the ~~thirty-nine~~twenty-six week period (also referred to as ~~“nine months,” “nine-month~~“six months”, “six-month period” or ~~“year-to-date period”~~“first half”) that began ~~January 30, 2017,~~February 1, 2021, which both ended ~~October 29, 2017,~~August 1, 2021. This report discusses our results of operations for these periods compared to the 2021 fiscal year thirteen-week period that began ~~August 1, 2016~~May 4, 2020, and the ~~thirty-nine week~~twenty-six-week period that began February ~~1, 2016,~~3, 2020, which both ended ~~October 30, 2016;~~August 2, 2020; and our financial condition as of ~~October 29, 2017~~August 1,2021 compared to January ~~29, 2017.~~31, 2021.

References in these notes to the condensed consolidated financial statements of the Company to:

■

the ~~2018~~2022 fiscal year and comparable terminology mean the fifty-two-week fiscal year that began ~~January 30, 2017~~February 1, 2021 and will end January ~~28, 2018;~~30, 2022; and

■

the ~~2017~~2021 fiscal year and comparable terminology mean the fifty-two-week fiscal year that began February ~~1, 2016~~3, 2020 and ended January ~~29, 2017.~~31, 2021.

2. Recently Adopted Accounting Policies

~~References~~

In August 2018, the FASB issued ASU No. 2018-14, Compensation —Retirement Benefits —Defined Benefit Plans —General (Subtopic 715-20) —Disclosure Framework —Changes to the Disclosure Requirements for Defined Benefit Plans (“ASU 2018-14”). The amendments in this ~~document to “SFI” refer to~~update change the ~~counterparties to~~disclosure requirements for employers that sponsor defined benefit pension and/or other post-retirement benefit plans. It eliminates requirements for certain disclosures that are no longer considered cost beneficial and requires new disclosures that the ~~asset purchase agreement, Shenandoah Furniture, Inc. and its two former shareholders, entered into on September 6, 2017. References in~~FASB considers pertinent. The guidance is effective for fiscal years ending after December 15, 2020. We adopted this ~~document to “Shenandoah” or “Shenandoah Furniture” refer to the newly acquired business operations of SFI acquired on September 29, 2017.~~

On September 29, 2017, we acquired substantially all of the assets and assumed certain liabilities of SFI for $32.7 million in cash and the issuance of 176,018 shares of our common stock valued at $8.4 million (such numbers are subject to agreed upon post-closing working capital adjustments). Based on the way we manage, evaluate and internally report our operations, we determined that Shenandoah’s newly acquired business will be reported in our Upholstery segment.

The results of operations of Shenandoah are included in our results of operations beginning on September 29, 2017 through the end of our fiscal 2018 third quarter ended on October 29, 2017. Consequently, comparable prior-year information for Shenandoah is not includedguidance in the fiscal 2022 first quarter. The adoption of ASU 2018-14 did not have a material impact on our consolidated financial statements ~~presented in this report. The acquisition is discussed in greater detail below in Note 2. “Acquisition.”~~or disclosures.

3.Accounts Receivable

	August 1,			January 31,
	2021			2021

Trade accounts receivable	$	107,672		$	92,621
Other accounts receivable allowances		(6,771	)		(6,993	)
Allowance for doubtful accounts		(2,607	)		(2,338	)
Accounts receivable	$	98,294		$	83,290

Table of Contents

In May 2014, the Financial Accounting Standards Board (the “FASB”) issued new accounting guidance for the recognition of revenue from contracts with customers. Subsequent Accounting Standards Updates have been issued to provide clarity and defer the effective date of the new guidance. The new revenue recognition standard eliminates the transaction- and industry-specific revenue recognition guidance under current GAAP and replaces it with a principles-based approach. Our analysis to date has included reviewing material agreements and sales policies and procedures, interviewing sales and customer care management and analyzing those findings based on the five-step model described in the new standard. Additionally, we have decided to implement the standard using the modified retrospective adjustment method as a cumulative-effect adjustment as of the date of adoption. Implementation matters remaining include completing our analysis, assessing accounting policy elections and disclosures under the new guidance and evaluating the systems and processes to support any possible changes to our revenue recognition practices. Based on our analysis to date, we do not believe the standard will have a material effect on our financial statements. However, our analysis is not yet complete and this preliminary conclusion is subject to change. The new revenue recognition guidance is effective for us beginning in fiscal 2019, which begins on January 29, 2018.

2.	~~Acquisition~~

On September 29, 2017, we completed the previously announced acquisition (the “Acquisition”) of substantially all of the assets of SFI pursuant to the Asset Purchase Agreement the Company and SFI entered into on September 6, 2017 (the “Asset Purchase Agreement”). Upon completion and subject to post-closing working capital adjustments, the Company paid $32.7 million in cash (the “Cash Consideration”) and issued 176,018 shares of the Company’s common stock (the “Stock Consideration”) to the shareholders of SFI as consideration for the Acquisition. The Cash Consideration included an additional payment of approximately $650,000 pursuant to working capital adjustments provided for in the Asset Purchase Agreement. The number of shares of common stock issued at closing for the Stock Consideration was determined by reference to the mean closing price of the Company’s common stock for the ten trading days immediately preceding the business day preceding the closing date ($45.45). Under the Asset Purchase Agreement, we also assumed certain liabilities of SFI. The assumed liabilities did not include the indebtedness (as defined in the Asset Purchase Agreement) of SFI.

Also on September 29, 2017, we entered into a second amended and restated loan agreement (the “Loan Agreement”) with Bank of America, N.A. (“BofA”) in connection with the completion of the Acquisition. The Loan Agreement amends and restates the amended and restated loan agreement the Company entered into with BofA on February 1, 2016, in connection with its acquisition of the substantially all of the assets of Home Meridian International, Inc. The Amended and Restated Loan Agreement provides us with a new $12 million unsecured term loan (the “New Unsecured Term Loan”). On September 29, 2017, we borrowed the full $12 million available under the New Unsecured Term Loan in connection with the completion of the Acquisition. For additional details regarding the Loan Agreement, see Note 9. “Debt,” below.

In accordance with FASB Accounting Standards Codification Topic 805, “Business Combinations” (“ASC 805”), the Acquisition has been accounted for using the acquisition method of accounting. We recorded assets acquired, including identifiable intangible assets, and liabilities assumed, from SFI at their respective fair values at the date of completion of the Acquisition. The excess of the purchase price over the net fair value of such assets and liabilities was recorded as goodwill.

The following table summarizes the estimates of the fair values of the identifiable assets acquired and liabilities assumed in the Acquisition as of September 29, 2017. Inventory, prepaids and accounts payable values have been finalized. We are currently reviewing the net working capital adjustment as specified in the Asset Purchase Agreement, consequently, the accounts receivable, and accrued expenses values are subject to change. The preliminary estimates of fair value of property and equipment, intangible assets and goodwill are preliminary values, and subject to change as our appraisals and estimates are finalized during the fiscal 2018 fourth quarter.

4. Inventories

	August 1,			January 31,
	2021			2021
Finished furniture	$	111,920		$	81,290
Furniture in process		1,892			1,397
Materials and supplies		13,119			9,639
Inventories at FIFO		126,931			92,326
Reduction to LIFO basis		(23,336	)		(22,167	)
Inventories	$	103,595		$	70,159

5.Property, Plant and Equipment

	Depreciable Lives	August 1,		January 31,
	(In years)	2021		2021

Buildings and land improvements	15 - 30	$	31,930	$	31,316
Computer software and hardware	3 - 10		15,232		15,012
Machinery and equipment	10		10,047		9,314
Leasehold improvements	Term of lease		10,471		10,005
Furniture and fixtures	3 - 10		2,679		2,614
Other	5		674		651
Total depreciable property at cost			71,033		68,912
Less accumulated depreciation			46,415		44,098
Total depreciable property, net			24,618		24,814
Land			1,077		1,077
Construction-in-progress			2,270		889
Property, plant and equipment, net		$	27,965	$	26,780

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Fair value estimates of assets acquired and liabilities assumed
Purchase price consideration
     Cash paid for assets acquired, including working capital adjustment $ 32,650
     Value of shares issued for assets acquired 8,000
     Fair value adjustment to shares issued for assets acquired* 396
Total purchase price $ 41,046

   Accounts receivable $ 3,576
   Inventory 2,380
   Prepaid expenses and other current assets 52
   Property and equipment 5,418
   Intangible assets 13,193
   Goodwill 17,645
   Accounts payable (699 )
   Accrued expenses (519 )
Total purchase price $ 41,046

*As provided by the Asset Purchase Agreement, we calculated the number of common shares issued

The increase in construction-in-progress (“CIP”) is primarily due to ~~SFI by dividing $8 million by the mean closing price of~~(1) assets purchased for our common stock for the ten trading days immediately preceding the business day immediately preceding the closing date ($45.45). However, U.S. Generally Accepted Accounting Standards provide that we value stock consideration exchanged in the Acquisition at fair value. Consequently, we adjusted the purchase price by $396,000,leased Georgia distribution facility which represents the difference in the mean closing price of our common shares described in this paragraph and the price on September 29, 2017, multiplied by the number of common shares issued (176,018.) No additional consideration was transferred to SFI as a result of this adjustment.

Property and equipment were recorded at fair value and primarily consist of machinery and equipment and leasehold improvements. Property and equipment will be amortized over their estimated useful lives and leasehold improvements will be amortized over the lesser of their useful lives or the remaining lease period.

~~Goodwill is calculated as the excess of the purchase price over the net assets acquired. The goodwill recognized is attributable to growth opportunities and expected synergies. All goodwill in~~are expected to be ~~deductible for income tax purposes.~~

~~Intangible assets, consist of three separately identified assets:~~

§	Shenandoah customer relationships, which are definite-lived intangible assets with an aggregate fair value of $12.1 million. The customer relationships are amortizable and will be amortized over a period of thirteen years;

§	The Shenandoah tradename, an indefinite lived intangible asset with a fair value of $645,000. The tradename is not subject to amortization, but will be evaluated annually, and as circumstances dictate, for impairment; and

§	~~Shenandoah’s order backlog which is a definite-lived intangible asset with an aggregate fair value of $479,000 that we will amortize over four months, with most of the expense recognized~~placed into service in ~~the fiscal 2018 fourth quarter.~~

~~The total weighted average amortization period for these assets is 12.5 years.~~

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~~The following unaudited consolidated pro forma summary has been prepared by adjusting our historical data to give effect to~~ the ~~Acquisition as if it had occurred on February 1, 2016:~~

13 Weeks Ended 39 Weeks Ended
October 30, 2016 October 30, 2016
(Pro forma) (Pro forma)
Net Sales $ 156,570 $ 434,921
Net Income $ 7,268 $ 16,257
Basic EPS $ 0.63 $ 1.41
Diluted EPS $ 0.62 $ 1.39

Pro Forma - Unaudited
13 Weeks Ended 39 Weeks Ended
October 29, 2017 October 29, 2017
(Pro forma) (Pro forma)
Net Sales $ 165,777 $ 474,610
Net Income $ 9,218 $ 24,223
Basic EPS $ 0.79 $ 2.09
Diluted EPS $ 0.78 $ 2.06

~~The unaudited consolidated pro forma financial information was prepared in accordance with existing standards and is not necessarily indicative~~second half of the ~~results of operations that would have occurred if the Acquisition had been completed on the date indicated, nor is it indicative of our future operating results.~~

Material adjustments included in the pro forma financial information in the table above consist of amortization of intangible assets, elimination of transaction related costs in fiscal 2018 proforma results and recording of interest on short and long-term debt incurred to facilitate this transaction.

The unaudited pro forma results do not reflect events that either have occurred or may occur after the Acquisition, including, but not limited to, the anticipated realization of savings from operating synergies in subsequent periods. They also do not give effect to certain charges that we expect to incur in connection with the Acquisition, including, but not limited to, additional professional fees, employee integration, retention, potential asset impairments and accelerated depreciation and amortization.

We have incurred approximately $700,000 in Acquisition-related costs so far in fiscal 2018. These expenses are included in the “Selling and administrative expenses” line of our condensed consolidated statements of income. Included in our fiscal 2018 third quarter and year-to-date results are Shenandoah’s October results, which include $3.1 million in net sales and $197,000 of operating income, including $290,000 in intangible amortization expense.

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~~3. Shareholders’ Equity~~

~~The number of shares and the amount of common stock outstanding changed materially from the end of the 2017~~current fiscal year ~~as a result~~and (2) lower prior year CIP balances due to cash preservation efforts at the onset of issuing 176,018 shares of common stock to the shareholders of SFI as partial consideration for the Acquisition. The table below reconciles the number of shares and amounts of common stock outstanding from our most recent fiscal year end to the end of the fiscal 2018 third quarter. The table shows the effects of the Acquisition issuance, as well as other activity in the common stock account unrelated to the Acquisition.

Common Stock
Shares Amount

Outstanding shares January 29, 2017 11,563 $ 39,753
Shares issued for Acquisition 176 8,396
Restricted share grants 23 431
Restricted stock compensation costs - 330
Outstanding shares October 29, 2017 11,762 $ 48,910

~~4. Accounts Receivable~~

October 29, January 29,
2017 2017

Trade accounts receivable $ 86,409 $ 99,378
Receivable from factor - 6
Other accounts receivable allowances (5,630 ) (6,298 )
Allowance for doubtful accounts (929 ) (508 )
Accounts receivable $ 79,850 $ 92,578

5.	~~Inventories~~

October 29, January 29,
2017 2017
Finished furniture $ 91,624 $ 85,520
Furniture in process 1,338 735
Materials and supplies 9,444 7,536
Inventories at FIFO 102,406 93,791
Reduction to LIFO basis (18,856 ) (18,488 )
Inventories $ 83,550 $ 75,303

COVID-19 crisis.

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6. ~~Property, Plant and Equipment~~

Depreciable Lives October 29, January 29,
(In years) 2017 2017

Buildings and land improvements 15 - 30 $ 24,073 $ 23,392
Computer software and hardware 3 - 10 18,181 17,308
Machinery and equipment 10 8,448 5,031
Leasehold improvements Term of lease 9,470 7,104
Furniture and fixtures 3 - 8 2,181 1,903
Other 5 660 562
Total depreciable property at cost 63,013 55,300
Less accumulated depreciation 34,160 31,167
Total depreciable property, net 28,853 24,133
Land 1,067 1,067
Construction-in-progress 926 603
Property, plant and equipment, net $ 30,846 $ 25,803

7. Fair Value Measurements

Fair value is the price that would be received ~~to sell~~upon the sale of an asset or paid toupon the transfer of a liability (an ~~“exit price”)~~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 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.

~~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.~~

As of ~~October 29, 2017~~August 1, 2021 and January ~~29, 2017,~~31, 2021, 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.

As of January 29, 2017, our Pension Plan (the “Plan”) assets were measured at fair value on a recurring basis based on Level 1 inputs. Pension plan assets, held in a trust account by the Plan’s trustee, primarily consist of a wide-range of mutual fund asset classes, including domestic and international equities, fixed income securities such as corporate bonds, mortgage-backed securities, real estate investments and U.S. Treasuries. As of January 31, 2017, the date of the latest actuarial valuation, Plan assets were netted against the Plan’s Projected Benefit Obligation (“PBO”) on that date to determine the Plan’s funded status. Since the PBO exceeded the market value of the Plan’s assets, the funded status is recorded in our condensed consolidated balance sheets as a net liability. As of January 31, 2017, the net liability for this plan was $3.5 million shown on the “Pension Plan” line of our condensed consolidated balance sheets. The market value of pension plan assets shown below are as of January 31, 2017, the actuarial valuation date of the Pension Plan. See Note 10. “Employee Benefit Plans” for additional information about the Plan.

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Our assets measured at fair value on a recurring basis at ~~October 29, 2017~~August 1, 2021 and January ~~29, 2017,~~31, 2021, were as follows:

	Fair value at October 29, 2017								Fair value at January 29, 2017								Fair value at August 1, 2021								Fair value at January 31, 2021
Description	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total		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	$	-	$	23,322	$	-	$	23,322	$	-	$	22,366	$	-	$	22,366	$	0	$	26,332	$	0	$	26,332	$	0	$	25,365	$	0	$	25,365
Pension plan assets*		13,881		-		-		13,881		13,881		-		-		13,881

* as of January 29, 2017 for Pension Plan assets.

7.Intangible Assets

		January 31, 2021				August 1, 2021
Non-amortizable Intangible Assets	Segment	Beginning Balance		Impairment Charges		Net Book Value
Goodwill	Domestic Upholstery	$	490	$	0	$	490

Trademarks and trade names - Home Meridian	Home Meridian		6,650		0		6,650
Trademarks and trade names - Bradington-Young	Domestic Upholstery		861		0		861
Trademarks and trade names - Sam Moore	Domestic Upholstery		396		0		396
Total Trademarks and trade names		$	7,907	$	0	$	7,907

Total non-amortizable assets		$	8,397	$	0	$	8,397

During the fiscal 2018 third quarter, we recorded both non-amortizable and amortizable intangible assets as a result of the Acquisition. Shenandoah’s trade names, customer relationships and order backlog have been assigned preliminary fair values subject to additional analysis during the measurement period as we continue to gather information. Details of these new intangible assets, as well as previously recorded intangible assets assigned to our Upholstery and Home Meridian reportable segments, are as follows:

October 29, January 29,
Segment 2017 2017
Non-amortizable Intangible Assets
Goodwill Home Meridian $ 23,187 $ 23,187
Goodwill Upholstery $ 17,645 -
Trademarks and trade names - Home Meridian Home Meridian 11,400 11,400
Trademarks and trade names - Bradington-Young Upholstery 861 861
Trademarks and trade names - Shenandoah Upholstery 645 -
Trademarks and trade names - Sam Moore Upholstery 396 396
Total non-amortizable assets $ 54,134 $ 35,844

Our amortizable intangible assets ~~consist of customer relationships, trademarks and order backlog and~~ are recorded in ~~the~~our Home Meridian and Domestic Upholstery segments. The ~~estimated~~carrying amounts and changes therein of those amortizable intangible assets were as follows:

	Amortizable Intangible Assets
	Customer
	Relationships			Trademarks			Totals

Balance at January 31, 2021	$	17,672		$	658		$	18,330
Amortization		(1,162	)		(30	)		(1,192	)
Balance at August 1, 2021	$	16,510		$	628		$	17,138

For the remainder of fiscal 2022, amortization expense ~~associated with these assets~~ is expected to be ~~as follows:~~approximately $1.2 million.

8. Leases

Fiscal Year Amount

Remainder of 2018 $ 833
2019 2,263
2020 2,263
2021 2,263
2022 2,263
Thereafter 14,640
$ 24,525

We recognized sub-lease income of $150,000 for the three-month period and $296,000 for the six-month period, both ended August 1, 2021. The components of lease cost and supplemental cash flow information for leases for the three-months and six-months ended August 1, 2021 were:

~~Accumulated amortization on intangible assets was $4.4 million at October 29, 2017 and was $3.1 million at January 29, 2017.~~

	Thirteen Weeks Ended				Twenty-Six Weeks Ended
	August 1, 2021		August 2, 2020		August 1, 2021		August 2, 2020
Operating lease cost	$	1,906	$	2,153	$	3,919	$	4,253
Variable lease cost		65		22		109		69
Short-term lease cost		19		67		28		186
Total operating lease cost	$	1,990	$	2,242	$	4,056	$	4,508


Operating cash outflows	$	1,954	$	1,931	$	3,936	$	3,833

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~~9. Debt~~

The right-of-use assets and lease liabilities recorded on our Condensed Consolidated Balance Sheets as of August 1,2021 and January 31,2021 were as follows:

	August 1, 2021		January 31, 2021
Real estate	$	25,251	$	33,651
Property and equipment		925		962
Total operating leases right-of-use assets	$	26,176	$	34,613


Current portion of operating lease liabilities	$	5,942	$	6,650
Long term operating lease liabilities		21,801		29,441
Total operating lease liabilities	$	27,743	$	36,091

~~On September 29, 2017, we entered into~~

The weighted-average remaining lease term is 6.5 years. We used our incremental borrowing rate which is LIBOR plus 1.5% at the adoption date. The weighted-average discount rate is 2.3%.

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 August 1, 2021:

	Undiscounted Future Operating Lease Payments
Remainder of 2022	$	3,523
2023		5,341
2024		4,109
2025		3,996
2026		3,975
2027 and thereafter		9,114
Total lease payments	$	30,058
Less: impact of discounting		(2,315	)
Present value of lease payments	$	27,743

As of August 1, 2021, the Company had leases for a ~~loan agreement (the “Loan Agreement”)~~warehouse in Georgia and a showroom in North Carolina that had not yet commenced with ~~Bank~~estimated future minimum rental commitments of ~~America, N.A. (“BofA”) in connection~~approximately $51 million. Both leases have an initial lease term of 10 years, with the ~~completion~~warehouse lease expected to commence in Fall of 2021 and the ~~Acquisition discussed~~showroom lease expected to commence in ~~Note 2 Acquisition,~~Fall of 2022. Since the leases have not yet commenced, the undiscounted amounts are not included in the table above. ~~The Loan Agreement amends and restates the amended and restated loan agreement that the Company entered into with BofA on February~~

9.Long-Term Debt

As of August 1, ~~2016. The Loan Agreement provides us with the New Unsecured Term Loan of $12 million.~~

~~Amounts outstanding~~2021, we had an aggregate $28.7 million available under the New Unsecured Term Loan will bear interest at a rate, adjusted monthly, equal to the then current LIBOR monthly rate plus 1.50%. We must repay the principal amount borrowed under the New Unsecured Term Loan in monthly installments of approximately $143,000, together with any accrued interest, until the full amount borrowed is repaid or until the earlier of September 30, 2022 or the expiration of the Company’s existing $30our $35 million revolving credit facility (the “Existing Revolver”), at which time all amounts outstanding under the New Unsecured Term Loan will become due and payable. We may prepay the outstanding principal amount under the New Unsecured Term Loan, in full or in part, on any interest payment date without penalty. On September 29, 2017, we borrowed the full $12 million available under the New Unsecured Term Loan.

Additionally, we incurred $39,000 in debt issuance costs in connection with our term loans in the fiscal 2018 third quarter. These costs are amortized over the life of the loan using the interest method and are included in the “interest expense” line of our condensed consolidated income statements. Unamortized debt issuance costs are netted against the carrying value of our term loans on our condensed consolidated balance sheets. As of October 29, 2017, including the debt issuance costs in connection with a previous acquisition, total unamortized loan costs of $131,000 were netted against the carrying value of our term loans on our condensed consolidated balance sheets.

~~The Loan Agreement also included customary representations and warranties and requires us to comply with customary covenants, including, among other things, the following financial covenants:~~

·	~~Maintain a ratio of funded debt to EBITDA not exceeding:~~

o	~~2.50:1.0 through August 31, 2018;~~

o	~~2.25:1.0 through August 31, 2019; and~~

o	~~2.00:1.00 thereafter.~~

·	~~A basic fixed charge coverage ratio of at least 1.25:1.00; and~~

·	Limit capital expenditures to no more than $15.0 million during any fiscal year with expenditures to acquire fixed assets pursuant to the Acquisition being excluded for the fiscal year in which the Acquisition occurs.

The Loan Agreement also limits our right to incur other indebtedness, make certain investments and create liens upon our assets, subject to certain exceptions, among other restrictions. The Loan Agreement does not restrict our ability to pay cash dividends on, or repurchase, shares of our common stock, subject to our compliance with the financial covenants discussed above, if we are not otherwise in default under the Loan Agreement.

~~We were in compliance with each of these financial covenants at October 29, 2017 and expect to remain in compliance with existing covenants through fiscal 2018 and for the foreseeable future.~~

~~As of October 29, 2017, we had an aggregate $28.5 million available under our Existing Revolver~~ to fund working capital needs. Standby letters of credit in the aggregate amount of ~~$1.5~~$6.3 million, used to collateralize certain insurance arrangements and for imported product purchases, were outstanding under the ~~Existing Revolver~~revolving credit facility as of ~~October 29, 2017.~~August 1, 2021. There were no additional borrowings outstanding under the Existing Revolver ~~on October 29, 2017.~~as of August 1, 2021.

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10. Employee Benefit Plans

We maintain ~~three~~two “frozen” retirement plans, ~~for~~which are paying benefits and may include active employees among the ~~benefit of certain former and current employees, including a supplemental retirement income plan (“SRIP”) for certain former and current employees of Hooker Furniture Corporation, as well as~~participants. We do not expect to add participants to these plans in the future. The two plans ~~for the benefit of certain and former employees of Pulaski Furniture Corporation, one of two entities combined to form Home Meridian International. These legacy pension plan obligations~~ include:

■

a supplemental retirement income plan (“SRIP”) for certain former and current executives of Hooker Furniture Corporation; and

■

the Pulaski Furniture Corporation Supplemental Executive Retirement Plan (“SERP”) for certain former executives. ~~The SERP is an unfunded plan and all benefits are paid solely out of our general assets; and~~

§	~~the Pulaski Furniture Corporation Pension Plan (“Pension Plan”) for former Pulaski Furniture Corporation employees.~~

	Thirteen Weeks Ended				Twenty-Six Weeks Ended
	August 1,		August 2,		August 1,		August 2,
	2021		2020		2021		2020
Net periodic benefit costs
Service cost		33		32		66		64
Interest cost		53		74		106		148
Actuarial loss		100		84		201		169

Consolidated net periodic benefit costs	$	186	$	190	$	373	$	381

The SRIP, SERP and Pension Plan are all “frozen” and we do not expect to add additional employees to any of these plans in the future. Pension plan assets include a range of mutual fund asset classes and are measured at fair value using Level 1 inputs, which are quoted prices in active markets.

~~Components of net periodic benefit cost for the SRIP, SERP and Pension Plans are included in our condensed consolidated statements of income under selling and administrative expenses.~~

Thirteen Weeks Ended Thirty-Nine Weeks Ended
October 29, October 30, October 29, October 30,
2017 2016 2017 2016
Net periodic benefit costs
      Service cost 76 94 228 282
      Interest cost 280 295 839 885
      Actuarial loss (gain) 15 (18 ) 45 (54 )
      Expected return on pension plan assets (234 ) (197 ) (700 ) (591 )
      Expected administrative expenses 70 70 210 210

Consolidated net periodic benefit costs $ 207 $ 244 $ 622 $ 732

The expected long-term rate of return on Pension Plan assets is 7.0% as of the Pension Plan’s most recent valuation date of January 29, 2017. We contributed $511,000 in required contributions to the Pension Plan in the first nine months of fiscal 2018. There are no required Pension Plan contributions due during the remainder of fiscal 2018.

The SRIP and SERP plans are unfunded plans. ~~Consequently,~~In fiscal 2022, we paid $365,000 in the second quarter and $544,000 in the first half and expect to pay a total of approximately ~~$210,000~~$489,000 in benefit payments from our general assets during the remainder of fiscal ~~2018~~2022 to fund SRIP and SERP payments.

11.Earnings Per Share

We refer you to the discussion of Earnings Per Share in Note ~~1 “Summary~~2. Summary of Significant Accounting Policies,” in the financial statements included in our ~~2017~~2021 Annual Report, for additional information concerning the calculation of earnings per share.

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 restricted stock units (“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 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 Performance-based Restricted Stock Units (“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 based on our annual average growth in our EPS over the performance period and the other target is based on EPS growth over the performance period compared to our peers. 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:

	October 29,		January 29,		August 1,		January 31,
	2017		2017		2021		2021

Restricted shares		16		26		64		55
Restricted stock units		19		20
RSUs and PSUs						150		141
		35		46		214		196

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All restricted shares, RSUs and ~~RSUs~~PSUs awarded that have not yet vested are considered when computing diluted earnings per share. The following table sets forth the computation of basic and diluted earnings per share:

Thirteen Weeks Ended Thirty-Nine Weeks Ended
October 29, October 30, October 29, October 30,
2017 2016 2017 2016

Net income $ 7,202 $ 6,459 $ 19,726 $ 14,308
   Less: Unvested participating restricted stock dividends 2 3 8 8
            Net earnings allocated to unvested participating restricted stock 10 14 37 32
Earnings available for common shareholders 7,190 6,442 19,681 14,268

Weighted average shares outstanding for basic earnings per share 11,679 11,537 11,596 11,528
Dilutive effect of unvested restricted stock and RSU awards 21 22 30 28
   Weighted average shares outstanding for diluted earnings per share 11,700 11,559 11,626 11,556

Basic earnings per share $ 0.62 $ 0.56 $ 1.70 $ 1.24

Diluted earnings per share $ 0.61 $ 0.56 $ 1.69 $ 1.23

	Thirteen Weeks Ended				Twenty-Six Weeks Ended
	August 1,		August 2,		August 1,		August 2,
	2021		2020		2021		2020

Net income/(loss)	$	7,467	$	5,774	$	16,910	$	(29,045	)
Less: Unvested participating restricted stock dividends		12		9		23		17
Net earnings allocated to unvested participating restricted stock		43		28		92		0
Earnings/(loss) available for common shareholders		7,412		5,737		16,795		(29,062	)

Weighted average shares outstanding for basic earnings per share		11,850		11,824		11,842		11,811
Dilutive effect of unvested restricted stock, RSU and PSU awards		143		29		143		0
Weighted average shares outstanding for diluted earnings per share		11,993		11,853		11,985		11,811

Basic earnings/(loss) per share	$	0.63	$	0.49	$	1.42	$	(2.46	)

Diluted earnings/(loss) per share	$	0.62	$	0.48	$	1.40	$	(2.46	)

12. Income Taxes

We recorded income tax expense of $4$2.2 million for the fiscal ~~2018 third~~2022 second quarter compared to ~~$3.5~~$1.6 million for the comparable prior year ~~period.~~quarter. The effective tax rates for the fiscal ~~2018~~2022 and ~~2017 third quarter~~2021 second quarters were ~~35.7%~~22.7% and ~~34.8%~~21.8%, respectively. ~~Our effective tax rate was higher in~~For the fiscal ~~2018 third quarter primarily due to higher state tax expenses as the result of expanding territory.~~

We2022 first half, we recorded income tax expense of ~~$10.6~~$5.0 million, compared to income tax benefit of $9.3 million for the ~~fiscal 2018 first nine months, compared~~comparable prior year period, of which $10.7 million was recorded related to ~~$7.7 million for the same prior-year period.~~goodwill and trade name impairment charges. The effective tax rates for the fiscal 2022 and 2021 first ~~nine months of fiscal 2018~~half periods were 22.7% and ~~2017 were 34.9% and 35.1%~~24.2%, respectively. ~~The effective tax rate was lower in the 2018 first nine months due to the settlement of an~~

No material and non-routine positions have been identified that are uncertain tax ~~position on captive insurance, excess tax benefits from share-based compensation and a state tax credit received during the first quarter of fiscal 2018.~~positions.

~~The net unrecognized tax benefits as of October 29, 2017 and January 29, 2017, which, if recognized, would affect our effective tax rate are $129,000 and $201,000, respectively.~~

Tax years ending ~~February 2, 2014~~January 28, 2018 through January ~~29, 2017~~31, 2021 remain subject to examination by federal and state taxing authorities.

13. 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 ~~Accounting Standards Codification Topic~~ASC 280 ~~“Segment Reporting” (“~~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.

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We define our segments as those operations our chief operating decision maker (“CODM”) regularly reviews to analyze performance and allocate resources. We measure the results of our segments using, among other measures, each segment’s net sales, gross profit and operating income, as determined by the information regularly reviewed by the CODM.

We continually monitor our reportable segments for changes in facts and circumstances to determine whether changes in the identification or aggregation of operating segments are necessary. For financial reporting purposes, we are organized into ~~four~~3 reportable ~~segments:~~segments and “All Other”, which includes the remainder of our businesses:

■

Hooker ~~Casegoods~~Branded, ~~an imported casegoods business;~~

§	~~Upholstery, which includes~~consisting of the ~~domestic upholstery manufacturing~~ operations of ~~Bradington-Young, Sam Moore, Shenandoah Furniture~~our imported Hooker Casegoods and ~~the imported upholstery operations of~~ Hooker ~~Upholstery;~~ Upholstery businesses;

■

Home Meridian, a business acquired at the beginning of fiscal 2017, is a stand-alone, mostly autonomous business that serves a different type or class of customer than do our other operating segments and at much lower margins; ~~and~~

~~All other~~,

■

Domestic Upholstery, which includes the domestic upholstery manufacturing operations of Bradington-Young, Sam Moore and Shenandoah Furniture; and

■

All Other, consisting of H Contract and ~~Homeware, two businesses~~Lifestyle Brands, a new business started in ~~2013.~~late fiscal 2019. Neither of these operating segments ~~met the ASC 280 aggregation criteria nor~~ were individually reportable; therefore, we combined them in an “All ~~other” segment~~Other” in accordance with ASC 280. ~~We note that Homeware failed to reach critical mass and its operations were wound down during the fiscal 2018 second quarter.~~

~~Table of Contents~~

The following table presents segment information for the periods, and as of the dates, ~~indicated:~~indicated.

Thirteen Weeks Ended Thirty-Nine Weeks Ended
October 29, October 30 October 29, October 30
2017 2016 2017 2016
% Net % Net % Net % Net
Net Sales Sales Sales Sales Sales
   Hooker Casegoods $ 36,373 23.0 % $ 36,861 25.4 % $ 104,067 23.4 % $ 103,372 25.6 %
   Upholstery 26,701 16.9 % 19,664 13.5 % 71,247 16.0 % 61,404 15.2 %
   Home Meridian 92,068 58.3 % 86,053 59.2 % 262,173 58.9 % 231,391 57.4 %
   All other 2,792 1.8 % 2,720 1.9 % 7,627 1.7 % 7,125 1.8 %
   Intercompany eliminations - - - -
Consolidated $ 157,934 100.0 % $ 145,298 100 % $ 445,114 100.0 % $ 403,292 100 %

Gross Profit
   Hooker Casegoods $ 11,346 31.2 % $ 12,081 32.8 % $ 32,984 �� 31.7 % $ 32,897 31.8 %
   Upholstery 6,190 23.2 % 4,311 21.9 % 17,255 24.2 % 14,029 22.8 %
   Home Meridian 15,808 17.2 % 13,742 16.0 % 42,875 16.4 % 36,865 15.9 %
   All other 934 33.4 % 791 29.1 % 2,420 31.7 % 2,204 30.9 %
   Intercompany eliminations - 1 4 8
Consolidated $ 34,278 21.7 % $ 30,926 21.3 % $ 95,538 21.5 % $ 86,003 21.3 %

Operating Income
   Hooker Casegoods $ 3,990 11.0 % $ 5,092 13.8 % $ 11,918 11.5 % $ 11,514 11.1 %
   Upholstery 2,199 8.2 % 1,178 6.0 % 6,807 9.6 % 4,256 6.9 %
   Home Meridian 4,607 5.0 % 3,503 4.1 % 10,658 4.1 % 5,956 2.6 %
   All other 409 14.6 % 165 6.1 % 721 9.5 % 430 6.0 %
   Intercompany eliminations - 1 4 8
Consolidated $ 11,205 7.1 % $ 9,939 6.8 % $ 30,108 6.8 % $ 22,164 5.5 %

Capital Expenditures
   Hooker Casegoods $ 268 $ 343 $ 1,259 $ 1,065
   Upholstery 145 430 359 638
   Home Meridian 580 122 1,090 193
   All other - 9 - 9
Consolidated $ 993 $ 904 $ 2,708 $ 1,905

Depreciation & Amortization
   Hooker Casegoods $ 490 $ 566 $ 1,452 $ 1,650
   Upholstery 538 253 929 718
   Home Meridian 673 770 2,012 3,965
   All other 1 3 6 7
Consolidated $ 1,702 $ 1,592 $ 4,399 $ 6,340

	Thirteen Weeks Ended											Twenty-Six Weeks Ended
	August 1, 2021					August 2, 2020						August 1, 2021					August 2, 2020
			% Net						% Net					% Net						% Net
Net Sales			Sales						Sales					Sales						Sales
Hooker Branded	$	49,929		30.7	%	$	38,820			29.7	%	$	101,268		31.1	%	$	65,982			28.1	%
Home Meridian		87,323		53.7	%		71,168			54.6	%		171,732		52.8	%		128,833			54.7	%
Domestic Upholstery		22,532		13.9	%		17,507			13.4	%		47,025		14.5	%		34,290			14.6	%
All Other		2,735		1.7	%		3,042			2.3	%		5,354		1.6	%		6,029			2.6	%
Consolidated	$	162,519		100	%	$	130,537			100.0	%	$	325,379		100.0	%	$	235,134			100.0	%

Gross Profit
Hooker Branded	$	17,060		34.2	%	$	12,443			32.1	%	$	34,273		33.8	%	$	20,448			31.0	%
Home Meridian		9,607		11.0	%		10,510			14.8	%		19,742		11.5	%		17,320			13.4	%
Domestic Upholstery		4,171		18.5	%		3,021			17.3	%		9,526		20.3	%		5,804			16.9	%
All Other		879		32.1	%		1,026			33.7	%		1,758		32.8	%		2,082			34.5	%
Consolidated	$	31,717		19.5	%	$	27,000		��	20.7	%	$	65,299		20.1	%	$	45,654			19.4	%

Operating Income/(Loss)
Hooker Branded	$	8,929		17.9	%	$	6,090			15.7	%	$	18,371		18.1	%	$	7,423			11.2	%
Home Meridian		43		0.0	%		1,083			1.5	%		908		0.5	%		(29,265	)		-22.7	%
Domestic Upholstery		457		2.0	%		(10	)		-0.1	%		2,145		4.6	%		(16,820	)		-49.1	%
All Other		232		8.5	%		349			11.5	%		479		8.9	%		736			12.2	%
Consolidated	$	9,661		5.9	%	$	7,512			5.8	%	$	21,903		6.7	%	$	(37,926	)		-16.1	%

Capital Expenditures
Hooker Branded	$	38				$	29					$	121				$	82
Home Meridian		1,109					20						2,455					108
Domestic Upholstery		130					54						889					294
All Other		0					0						0					0
Consolidated	$	1,277				$	103					$	3,465				$	484

Depreciation & Amortization
Hooker Branded	$	750				$	445					$	1,200				$	894
Home Meridian		567					533						1,068					1,068
Domestic Upholstery		549					700						1,309					1,397
All Other		2					3						6					6
Consolidated	$	1,868				$	1,681					$	3,583				$	3,365

As of
October 29,
2017
%Total
As of
January 29,
2017
%Total
Assets Assets Assets
   Hooker Casegoods $ 125,232 47.5 % $ 130,917 48.6 %
   Upholstery 42,636 16.2 % 31,018 11.5 %
   Home Meridian 95,483 36.2 % 107,101 39.7 %
   All other 509 0.2 % 554 0.2 %
   Intercompany eliminations - 0.0 % (4 ) 0.0 %
Consolidated assets $ 263,860 100.0 % $ 269,586 100 %
Consolidated goodwill and intangibles 78,657 49,110
Total consolidated assets $ 342,517 $ 318,696

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	As of August 1,					As of January 31,
	2021		%Total			2021		%Total
Identifiable Assets			Assets					Assets
Hooker Branded	$	153,253		44.8	%	$	174,475		53.5	%
Home Meridian		138,730		40.5	%		100,497		30.9	%
Domestic Upholstery		49,720		14.5	%		49,370		15.2	%
All Other		770		0.2	%		1,204		0.4	%
Consolidated	$	342,473		100	%	$	325,546		100	%
Consolidated Goodwill and Intangibles		25,535					26,727
Total Consolidated Assets	$	368,008				$	352,273

Sales by product type are as follows:

	Net Sales (in thousands)
	Thirteen Weeks Ended										Thirty-Nine Weeks Ended										Net Sales (in thousands)
	October 29,					October 30,					October 29,					October 30,					Thirteen Weeks Ended										Twenty-Six Weeks Ended
	2017		%Total			2016		%Total			2017		%Total			2016		%Total			August 1, 2021		%Total			August 2, 2020		%Total			August 1, 2021		%Total			August 2, 2020		%Total
Casegoods	$	115,106		73	%	$	107,994		74	%	$	316,639		71	%	$	286,039		71	%	$	96,494		59	%	$	79,181		61	%	$	193,590		59	%	$	142,373		61	%
Upholstery		42,828		27	%		37,304		26	%		128,475		29	%		117,253		29	%		66,025		41	%		51,356		39	%		131,789		41	%		92,761		39	%
	$	157,934		100	%	$	145,298		100	%	$	445,114		100	%	$	403,292		100	%	$	162,519		100	%	$	130,537		100	%	$	325,379		100	%	$	235,134		100	%

14. ~~Related Party Transactions~~

We lease the four properties utilized in Shenandoah’s operations. One of our employees has an ownership interest in the entities that own these properties. The leases commenced on September 29, 2017, have an initial 48-month term, and an option to renew each for an additional seven years. All four leases include annual rent escalation clauses with respect to minimum lease payments after the initial 48-month term of the lease is completed. In addition to monthly lease payments, we also incur expenses for property taxes, routine repairs and maintenance and other operating expenses. We paid $68,000 in lease payments to these entities during the fiscal 2018 third quarter.

~~15.~~ Subsequent Events

Dividends

~~Dividends~~

On ~~December 7, 2017,~~September 2, 2021, our board of directors declared a quarterly cash dividend of ~~$0.14~~$0.18 per share, ~~payable~~which will be paid on ~~December 29, 2017~~September 30, 2021 to shareholders of record at ~~December 18, 2017.~~September 16, 2021.

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Item 2.~~Management’s~~Management’s Discussion and Analysis of Financial Condition and Results of Operations

All references to the ~~“Company,~~“Company,” ~~“we,~~“we,” ~~“us”~~“us” and ~~“our”~~“our” in this document refer to Hooker Furniture Corporation and its consolidated subsidiaries, unless specifically referring to ~~operating~~ segment information. All references to the “Hooker”, “Hooker Division” or “traditional Hooker” divisions or companies refer to the current components of our Hooker Casegoods and Upholstery operating segments, including Shenandoah since its characteristics (e.g. management, price points, margins and domestic manufacturing base), are like that of the other components of what we previously defined as the “legacy Hooker” business. References to the “Acquisition” refer to the recently completed acquisition of substantially all of the assets of Shenandoah Furniture, Inc. on September 29, 2017. All references to specific quarterly periods are referring to our fiscal quarters. Our quarterly periods are based on thirteen-week “reporting periods” (which end on a Sunday) rather than quarterly periods consisting of three calendar months. As a result, each quarterly period generally is thirteen weeks, or 91 days, long, except as noted below. All references to the years 2018, 2017 and other years are referring to our fiscal years, unless otherwise stated. Our fiscal years end on the Sunday closest to January 31. In some years (generally once every six years) the fourth quarter will be fourteen weeks long and the fiscal year will consist of fifty-three weeks.

Forward-Looking Statements

Certain statements made in this report, including statements ~~included~~ under Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in the notes to the consolidated financial statements included in this report, are not based on historical facts, but are forward-looking statements. These statements reflect our reasonable judgment with respect to future events and typically can be identified by the use of forward-looking terminology such as “believes,” “expects,” “projects,” “intends,” “plans,” “may,” “will,” “should,” “would,” “could” or “anticipates,” or the ~~negative~~negatives thereof, or other variations ~~thereon,~~thereof, 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:

■

disruptions involving our vendors or the transportation and handling industries, particularly those affecting imported products from Vietnam and China, including customs issues, labor stoppages, strikes or slowdowns and the availability of shipping containers and cargo ships;

■

the effect and consequences of the coronavirus (COVID-19) pandemic or future pandemics on a wide range of matters including but not limited to U.S. and local economies; our business operations and continuity; the health and productivity of our employees; and the impact on our global supply chain, inflation, the retail environment and our customer base;

■

general economic or business conditions, both domestically and internationally, and instability in the financial and credit markets, including their potential impact on our (i) sales and operating costs and access to financing or (ii) customers and suppliers and their ability to obtain financing or generate the cash necessary to conduct their respective businesses;

the risks related to the recent Acquisition including integration costs, costs related to Acquisition debt, maintaining Shenandoah’s existing customer relationships, debt service costs, interest rate volatility, the use of operating cash flows to service debt to the detriment of other corporate initiatives or strategic opportunities, financial statement charges related to the application of current accounting guidance in accounting for the Acquisition, the recognition of significant additional depreciation and amortization expenses by the combined entity, the loss of key employees from Shenandoah, the disruption of ongoing businesses or inconsistencies in standards, controls, procedures and policies across the companies which could adversely affect our internal control or information systems and the costs of bringing them into compliance ~~and~~ ~~failure to realize benefits anticipated from the Acquisition;~~

§ ■	~~the risks specifically related to the concentrations of a material part of our sales and accounts receivable in only a few customers;~~

§	achieving and managing growth and change, and the risks associated with new business lines, acquisitions (including the recent Acquisition), restructurings, strategic alliances and international operations;

§	~~risks associated with our reliance on offshore sourcing and the cost of imported goods, including fluctuation in the prices of purchased finished goods and transportation and warehousing costs;~~

adverse political acts or developments in, or affecting, the international markets from which we import products, including duties or tariffs imposed on those products by foreign governments or the U.S. government, such as the prior U.S. administration’s imposition of a 25% tariff on certain goods imported into the United States from China including almost all furniture and furniture components manufactured in China, which is still in effect, with the potential for additional or increased tariffs in the future;

■

risks associated with our reliance on offshore sourcing and the cost of imported goods, including fluctuation in the prices of purchased finished goods, ocean freight costs, including the ~~implementation~~price and availability of shipping containers, vessels and domestic trucking, and warehousing costs and the risk that a ~~possible border-adjustment tax;~~

§	disruption in our offshore suppliers could adversely affect our ability to ~~successfully implement our business plan to increase sales and improve financial performance;~~timely fill customer orders;

■

changes in ~~actuarial assumptions,~~U.S. and foreign government regulations and in the ~~interest rate environment,~~political, social and economic climates of the ~~return on plan assets~~countries from which we source our products;

■

difficulties in forecasting demand for our imported products;

■

risks associated with product defects, including higher than expected costs associated with product quality and ~~future funding obligations~~safety, and regulatory compliance costs related to the ~~Pension Plan, which can affect future funding obligations,~~sale of consumer products and costs related to defective or non-compliant products, including product liability claims and ~~plan liabilities;~~costs to recall defective products and the adverse effects of negative media coverage;

■

disruptions and damage (including those due to weather) affecting our Virginia, North Carolina or California warehouses (and our new Georgia warehouse when occupied), our Virginia or North Carolina administrative facilities or our representative offices or warehouses in Vietnam and China;

■

risks associated with our newly leased warehouse space in Georgia, including delays in construction and occupancy and risks associated with our move to the facility, including information systems, access to warehouse labor and the inability to realize anticipated cost savings;

■

risks associated with domestic manufacturing operations, including fluctuations in capacity utilization and the prices and availability of key raw materials, as well as changes in transportation, warehousing and domestic labor costs, availability of skilled labor, and environmental compliance and remediation costs;

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■

the ~~possible impairment~~risks specifically related to the concentrations of a material part of our ~~long-lived assets, which can result~~sales and accounts receivable in ~~reduced earnings and net worth;~~

§	only a few customers, including the ~~cost and difficulty~~loss of ~~marketing and selling our products in foreign markets;~~

~~disruptions involving our vendors~~several large customers through business consolidations, failures or other reasons, or the ~~transportation and handling industries, particularly those affecting imported products from Vietnam and China, including customs issues, labor stoppages, strikes~~loss of significant sales programs with major customers;

■

our inability to collect amounts owed to us or ~~slowdowns and the availability of shipping containers and cargo ships;~~significant delays in collecting such amounts;

■

the interruption, inadequacy, security breaches or integration failure of our information systems or information technology infrastructure, related service providers or the ~~internet;~~internet or other related issues including unauthorized disclosures of confidential information or inadequate levels of cyber-insurance or risks not covered by cyber insurance;

■

the direct and indirect costs and time spent by our associates associated with the implementation of our Enterprise Resource Planning system, including costs resulting from unanticipated disruptions ~~affecting~~to our ~~Virginia, North Carolina or~~ ~~California warehouses, our Virginia or North Carolina administrative facilities or our representative offices in Vietnam and China;~~business;

~~when or whether our~~

■

achieving and managing growth and change, and the risks associated with new business ~~initiatives,~~lines, acquisitions, including the ~~recent Acquisition~~selection of suitable acquisition targets, restructurings, strategic alliances and ~~the acquisition of Home Meridian, meet growth and profitability targets;~~international operations;

~~price competition~~

■

the impairment of our long-lived assets, which can result in ~~the furniture industry;~~reduced earnings and net worth;

■

capital requirements and costs;

■

risks associated with distribution through third-party retailers, such as non-binding dealership arrangements;

■

the cost and difficulty of marketing and selling our products in foreign markets;

■

changes in domestic and international monetary policies and fluctuations in foreign currency exchange rates affecting the price of our imported products and raw materials;

■

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 domestic manufacturing operations, including fluctuations~~

■

price competition in ~~capacity utilization and~~ the ~~prices and availability of key raw materials, as well as changes in transportation, warehousing and domestic labor costs and environmental compliance and remediation costs;~~furniture industry;

§	~~risks associated with distribution through third-party retailers, such as non-binding dealership arrangements;~~

§ ■	~~capital requirements and costs, including the servicing of our floating-rate term loans;~~

§	competition from non-traditional outlets, such as internet and catalog retailers; and ~~internet retailers and home improvement centers;~~

■

changes in consumer preferences, including increased demand for lower-quality, lower-priced ~~furniture due to, among other things, declines in consumer confidence, amounts of discretionary income available for furniture purchases and the availability of consumer credit;~~furniture.

§	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 or non-compliant products; and

§	~~higher than expected employee medical and workers’ compensation costs that may increase the cost of our self-insured healthcare and workers’ compensation plans.~~

Our forward-looking statements could be wrong in light of these and other risks, uncertainties and assumptions. The future events, developments or results described in this report could turn out to be materially different. Any forward-looking statement we make speaks only as of the date of that statement, and we undertake no obligation, except as required by law, to update any forward-looking statements whether as a result of new information, future events or otherwise and you should not expect us to do so.

~~Our~~

Also, our business is subject to a number of significant risks and uncertainties any of which can adversely affect our business, results of operations, financial condition or future prospects. For a discussion of risks and uncertainties that we face, see the ~~Forward Looking~~Forward-Looking Statements detailed above and Item 1A, “Risk Factors” in our ~~2017~~2021 annual report on Form 10-K (the ~~“2017~~“2021 Annual Report”)~~, and Item 1A of Part II of this quarterly report on Form 10-Q.~~.

Investors should also be aware that while we occasionally communicate with securities analysts and others, it is against our policy to selectively disclose to them any material nonpublic information or other confidential commercial information. Accordingly, investors should not assume that we agree with any projection, forecast or report issued by any analyst regardless of the content of the statement or report, as we have a policy against confirming information issued by others.

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This quarterly report on Form 10-Q includes our unaudited condensed consolidated financial statements for the 2022 fiscal year thirteen-week period (also referred to as “three months,” “three-month period,” “quarter,” ~~“third~~“second quarter” or “quarterly period”) that began ~~July 31, 2017,~~May 3, 2021, and the ~~thirty-nine~~twenty-six week period (also referred to as ~~“nine months,”~~“six-months”, “six-month period” or ~~“nine-month period”~~“first half”) that began ~~January 30, 2017,~~February 1, 2021, which both ended ~~October 29, 2017.~~August 1, 2021. This report discusses our results of operations for ~~this period~~these periods compared to the ~~2017~~2021 fiscal year thirteen-week period that began ~~August 1, 2016~~May 4, 2020 and the ~~thirty-nine~~twenty-six week period that began February ~~1, 2016,~~3, 2020, which both ended ~~October 30, 2016;~~August 2, 2020; and our financial condition as of ~~October 29, 2017~~August 1, 2021 compared to January ~~29, 2017.~~31, 2021.

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References in this report to:

■

the ~~2018 fiscal year and comparable terminology mean the fiscal year that began January 30, 2017 and will end January 28, 2018; and~~

§	~~the 2017~~2022 fiscal year and comparable terminology mean the fiscal year that began February 1, ~~2016~~2021 and will end January 30, 2022; and

■

the 2021 fiscal year and comparable terminology mean the fiscal year that began February 3, 2020 and ended January ~~29, 2017.~~31, 2021.

Dollar amounts presented in the tables below are in thousands except for per share data.

In the discussion below and herein we reference changes in sales orders, or “orders,” and sales order backlog (unshipped orders at a point in time), or “backlog,” over and compared to certain periods of time and changes discussed are in sales dollars and not units of inventory, unless stated otherwise. We believe orders are generally good current indicators of sales momentum and business conditions. However, except for custom or proprietary products, orders may be cancelled before shipment. If the items ordered are in stock and the customer has requested immediate delivery, we generally ship products in about seven days or less from receipt of order; however, orders may be shipped later if they are out of stock or there are production or shipping delays or the customer has requested the order to be shipped at a later date. For the Hooker Branded and Domestic Upholstery segments and All Other, we generally consider unshipped order backlogs to be one helpful indicator of sales for the upcoming 30-day period, but because of our relatively quick delivery and our cancellation policies, we do not consider order backlogs to be a reliable indicator of expected long-term sales. We generally consider the Home Meridian segment’s backlog to be one helpful indicator of that segment’s sales for the upcoming 90-day period. Due to (i) Home Meridian’s sales volume, (ii) the average sales order sizes of its mass, club and mega account channels of distribution, (iii) the proprietary nature of many of its products and (iv) the project nature of its hospitality business, for which average order sizes tend to be larger and consequently, its order backlog tends to be larger. There are exceptions to the general predictive nature of our orders and backlogs noted in this paragraph due to current demand and supply chain challenges related to the COVID-19 pandemic. They are discussed in greater detail below and are essential to understanding our prospects.

At August 1, 2021, our backlog of unshipped orders was as follows:

	Order Backlog
	(Dollars in 000s)

Reporting Segment	August 1, 2021		January 31, 2021		August 2, 2020

Hooker Branded	$	54,041	$	34,776	$	18,065
Home Meridian		201,060		180,188		123,849
Domestic Upholstery		60,570		30,271		17,594
All Other		4,701		2,845		2,994

Consolidated	$	320,372	$	248,080	$	162,502

At the end of fiscal 2022 first half, order backlog increased $72.3 million or 29% as compared to the end of fiscal 2021 and increased $157.9 million or 97% as compared to the prior-year six months end, due to increased incoming orders in all three reportable segments as well as longer delivery times resulting from the supply chain disruptions in the Home Meridian and, to a lesser degree, Hooker Branded segments and production delays in the Domestic Upholstery segment. We are very encouraged by the current historic levels of orders and backlogs; however, due to the current supply chain issues including the lack of shipping containers and vessel space and limited overseas vendor capacity, orders are not converting to shipments as quickly as could be expected compared to the pre-pandemic environment and we expect that to continue through the second half of fiscal 2022. The current logistics challenges are slowing order fulfillment, particularly for Home Meridian whose average order sizes tend to be larger and more episodic versus orders for the traditional Hooker businesses, which tend to be smaller and more predictable. Additionally, Home Meridian orders are programmed out and scheduled for delivery to its larger accounts further into the future than usual, which is also contributing to the increased backlog.

The following discussion should be read in conjunction with the condensed consolidated financial statements, including the related notes, contained elsewhere in this quarterly report. We also encourage users of this report to familiarize themselves with all of our recent public filings made with the Securities and Exchange Commission (“SEC”), especially our ~~2017~~2021 Annual ~~Report filed with the SEC on April 14, 2017.~~Report. Our ~~2017~~2021 Annual Report contains critical information regarding known risks and uncertainties that we face, critical accounting policies and information on commitments and contractual obligations that are not reflected in our condensed consolidated financial statements, as well as a more thorough and detailed discussion of our corporate strategy and new business initiatives.

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Our ~~2017~~2021 Annual Report and our other public filings made with the SEC are available, without charge, at www.sec.gov and at http://investors.hookerfurniture.com.

Overview

~~Nature of Operations~~

Hooker Furniture Corporation, ~~(referred to as “we,” “us”, “our” “Hooker” or the “Company”),~~ incorporated in Virginia in 1924, is a designer, marketer and importer of casegoods (wooden and metal furniture), leather furniture and fabric-upholstered furniture for the residential, hospitality and contract markets. We also domestically manufacture premium residential custom leather and custom fabric-upholstered furniture. We are ranked among the nation’s top five largest publicly traded furniture sources, based on ~~2016~~2020 shipments to U.S. retailers, according to a ~~2017~~2021 survey by a leading trade publication.

Our strategy is to leverage the financial strength afforded us by Hooker’s slower-growing but highly profitable traditional Hooker companies in order to boost revenues and earnings both organically and by acquiring companies selling in faster-growing channels of distribution in which our legacy businesses are under-represented. Consequently, Hooker acquired Home Meridian on February 1, 2016.

Hooker’s acquisition of Home Meridian has better positioned us in some of the fastest growing and emerging channels of distribution, including e-commerce, warehouse membership clubs, and contract channels of distribution, although at lower margins. This acquisition has provided the Home Meridian segment’s current leadership team with greater financial flexibility by virtue of Hooker’s strong balance sheet and, consequently, has afforded it greater operational focus.

Additionally, the Acquisition of Shenandoah, a North Carolina-based domestic upholsterer, on September 29, 2017 should better position us in the “lifestyle specialty” retail distribution channel, which we believe is gaining market share and doing well with multiple demographic groups. For that channel, domestically-produced, customizable upholstery is extremely viable and preferred by the end consumers who shop at retailers in that channel.

~~Table of Contents~~

~~Overview~~

~~Our net sales are derived from the sale of home furnishings, as well as hospitality and contract furniture.~~ We believe that consumer ~~home furnishings purchases~~tastes and channels in which they shop for furniture are ~~impacted by an array of factors, including general economic conditions (such as consumer confidence, availability of consumer credit, energy~~evolving at a rapid pace and other commodity prices), and housing and mortgage markets. These purchases are also impacted by lifestyle-driven factors such as changes in fashion trends, disposable income, household formation and turnover, as well as competition with other discretionary purchases. Hospitality furniture sales are driven primarily by new hotel construction and hotel remodeling activity, which is linkedwe continue to the strength of the overall economy, including business and personal spending levels. Contract furniture sales are driven largely by senior living facility construction and remodeling activity, which is linkedchange to ~~the number of consumers entering retirement, which is partially related to the strength of the overall economy, including stock market performance.~~meet these demands.

Approximately 90% of our fiscal 2017 sales were of imported furniture products, primarily from Asia. Our lower overhead, variable-cost import operations help drive our profitability and provide us with more flexibility to respond to changing demand by adjusting inventory purchases from suppliers. This import model requires constant vigilance due to a larger investment in inventory and longer production lead times. We constantly evaluate our imported furniture suppliers and when quality concerns, inflationary pressures, or trade barriers (such as duties and tariffs) diminish our value proposition, we transition sourcing to other suppliers, often located in different countries or regions. Our domestic upholstery operations have both significantly higher overhead and fixed costs than our import operations, and their profitability can be and has been adversely affected by economic downturns.

Executive Summary-Results of Operations

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Consolidated net sales for the fiscal 2022 second quarter increased by $32.0 million or 24.5% as compared to the prior year period, from $130.5 million to $162.5 million, as all three reportable segments had net sales increases over 20%. For the fiscal 2022 first half, consolidated net sales increased by $90.2 million or 38.4% as compared to the prior year period, due to 53.5% net sales increase in the Hooker Branded segment and over 30% sales increases in both Home Meridian and Domestic Upholstery segments. All Other net sales decreased by over 10% in the fiscal 2022 second quarter and first half as compared to the prior year periods, as the senior living industry which comprises the majority of H Contract’s business, has not yet recovered from certain impacts of the COVID-19 pandemic.

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Consolidated gross profit for the fiscal 2022 second quarter increased due to increased gross profit and margin at Hooker Branded and Domestic Upholstery segments, while margin decreased due to decreased gross profit and margin at Home Meridian as this segment was heavily impacted by higher freight costs which largely offset the gross profit gains from its sales increase. For the fiscal 2022 first half, consolidated gross profit and margin increased as compared to the prior year period, due to increased gross profit in all three reportable segments, partially offset by decreased gross margin in the Home Meridian segment due to higher freight costs. All Other’s gross profit and margin decreased in the fiscal 2022 second quarter and first half as compared to the respective prior year periods due to decreased net sales.

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Consolidated operating income for the fiscal 2022 second quarter was $9.7 million as compared to $7.5 million in the prior year period and operating margin was essentially flat due to the adverse impact of higher freight costs. Consolidated net income for the quarter was $7.5 million or $0.62 per diluted share, as compared to $5.8 million or $0.48 per diluted share in the prior year quarter. For the fiscal 2022 first half, consolidated operating income was $21.9 million compared to a $37.9 million operating loss in the prior year period, which was largely attributable to $44.3 million in non-cash impairment charges on certain of our intangible assets due to the impact of the Covid crisis on the Company’s share price in the prior year. Consolidated net income for the fiscal 2022 first half was $16.9 million or $1.40 per diluted share, as compared to net loss of $29.0 million or $(2.46) per diluted share in the prior year period.

Our fiscal 2022 second quarter and first-half performance are discussed in greater detail below under “Review” and “Results of Operations.”

Review

The ~~Acquisition closed on the last business day of~~economic recovery continued in our ~~September~~ fiscal ~~period. Consequently, the Upholstery segment’s results include only Shenandoah’s October results. Shenandoah’s prior year results~~2022 second quarter as furniture and home furnishings sales outperformed many other retail categories. We are ~~not included in the results discussed below.~~

~~Consolidated net sales for the fiscal 2018 third quarter grew 8.7%~~pleased to ~~$157.9 million and grew 10.4% to $445.1 million in the first nine months of fiscal 2018 due primarily to~~report over 20% net sales increases in ~~the Upholstery~~all three reportable segments and ~~Home Meridian segments. Net sales in the Upholstery segment increased by $7.0 million or 35.8%~~solid consolidated operating margins as compared to the prior year quarter ~~primarily due to sales increases in~~despite the continued adverse impact of high ocean freight costs and industry-wide logistics challenges.

The Hooker ~~Upholstery division and the inclusion of Shenandoah’s sales for one month of the quarter. Home Meridian’s~~Branded segment’s net sales increased ~~$6.0~~by $11.1 million, or 7%28.6%, as compared to the prior year ~~third~~quarter due to higher sales volume and lower discounting driven by increased demand. The majority of Hooker Branded sales are shipped out of U.S. warehouses and because we source product on a consistent weekly basis, we are better able to flow imports from Asia. These factors helped reduce some of the unfavorable impacts of shortages of vessel space and shipping containers and domestic trucking availability. Thanks to our strategy of focusing on keeping our best sellers in stock, we were able to limit order cancellation rates in this segment. Additionally, the Hooker Branded segment was able to increase prices to mitigate increased product costs from higher ocean freight and inflation on goods sourced from Asia. As a result, the segment remained highly profitable and contributed over 90% of our consolidated operating profit during the quarter. ~~Hooker Casegoods net sales decreased 1.3% while All other segment net sales~~Incoming orders increased ~~2.7% for the fiscal 2018 third quarter.~~

For the fiscal 2018 first nine-months, Home Meridian, Upholstery and All other segments had net sales increases of 13.3%, 16% and 7%, respectively. Net sales in Hooker Casegoods were essentially flat. Consolidated net income for the fiscal 2018 third quarter increased $743,000 or 11.5%by 38% as compared to the prior year ~~third~~second quarter and 10% as compared to fiscal 2022 first quarter and the segment finished the quarter with a backlog tripled versus the prior year second quarter end.

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The Home Meridian segment’s net sales increased ~~$5.4~~by $16.2 million or ~~37.9%~~22.7% in the fiscal 2022 second quarter as compared to the prior year period due to increased sales with major furniture chains and retail stores, partially offset by decreased sales in the e-commerce, hospitality, and clubs channels. The Pulaski Furniture, Samuel Lawrence Furniture and Prime Resources International divisions reported significantly increased net sales driven by increased sales volume. However, profits on these increased sales were largely offset by higher freight costs as the result of continued global supply chain challenges. The Accentrics Home division, which focuses on the e-commerce channel, reported a 20% net sales decrease due to lack of inventory brought on by current logistics challenges. Higher freight costs adversely impacted the profitability in this division and resulted in an operating loss in the second quarter. The HMidea division also reported a 20% sales decline due to decreased sales with club accounts. On a positive note for that division, product chargebacks decreased by 400 bps in the second quarter largely as a result of favorable product mix and better quality experience in the clubs channel; however, sales volumes were not sufficient to fully cover fixed costs at the relatively lower margins in this channel. The Samuel Lawrence Hospitality division was also unprofitable during the quarter due to very low sales volume as the hospitality industry has not yet recovered from the COVID crisis. The Home Meridian segment recorded $43,000 in operating income in the fiscal 2022 second quarter due to the factors discussed above. Freight surcharges and price increases were imposed during the quarter; however, they did not fully mitigate increased costs as larger customers required advanced notice ahead of price increases. Incoming orders increased by about 4% as compared to the fiscal 2022 first ~~nine months, despite~~quarter but decreased by 35% as compared to prior year second quarter when business rebounded dramatically after the ~~inclusion~~height of ~~approximately $700,000~~the initial COVID crisis. Backlog was 62% higher than prior year second quarter end and we built inventory about $20 million higher than fiscal 2021 year- end.

The Domestic Upholstery segment’s net sales increased by $5.0 million or 28.7% in the fiscal 2022 second quarter as compared to the prior year period due to significant sales increases at Bradington-Young and Shenandoah and to a lesser extent at Sam Moore. In the prior year period, both Bradington-Young and Shenandoah temporarily closed their factories due to COVID and thus operated at reduced capacities. Although foam allocation and certain other raw materials shortages impacted production levels in May 2021, Bradington-Young and Shenandoah returned to normal levels in July 2021, while Sam Moore recovered at a slower pace as this division experienced labor retention and productivity issues, which adversely impacted sales volume during the second quarter of ~~Acquisition-related expenses~~fiscal 2022. Other manufacturing constraints adversely impacted our profitability, including the inflation in ~~both current year periods.~~

~~As discussed in greater detail under “Results of Operations” below,~~raw materials such as foam, lumber, plywood, fabric and mechanisms, and supply chain disruptions such as domestic truck availability. We are increasing prices to our customers where possible to offset increased raw material inflation. Incoming orders continued to grow as compared to the ~~following are the primary factors that affected our consolidated~~ fiscal ~~2018 third~~2022 first quarter and the prior year second quarter. At the end of fiscal 2022 second quarter, backlog was at historic levels for all three divisions and managements’ priorities continue to focus on servicing the backlog, with quality and speed of delivery.

All Other’s net sales decreased by $307,000 or 10.1% in the fiscal 2022 second quarter as compared to the prior year period due to an 11.3% sales decrease at H Contract. The senior living industry, which comprises the majority of H Contract’s business, has been severely impacted by the pandemic and has reduced capital spending due to increased costs and uncertain revenues. Although we are encouraged by a 6.4% increase in incoming orders during the quarter and nearly 50% higher backlog than the prior year quarter, our Domestic Upholstery production capacity limited H Contract’s shipments as it sold more domestically manufactured products. Despite the sale decline, All Other still reported an 8.5% operating margin for the quarter.

Cash and cash equivalents stood at $37.4 million at fiscal 2022 second quarter-end, a decrease of $28.4 million compared to the balance at fiscal 2021 year-end due primarily to a $33.4 million increase in inventory as we continue to build inventories to meet increased customer demand and prepare for the holiday selling season. Accounts receivable balances increased by $15 million as the result of increased net sales. During the first ~~nine~~six months ~~results~~ of ~~operations:~~fiscal 2022, we used existing cash on hand to pay $4.3 million in cash dividends to our shareholders and $3.5 million of capital expenditures to enhance our business systems and facilities including $2.1 million in our new Georgia distribution center. In addition to our cash balance, we have an aggregate of $28.7 million available under our existing revolver to fund working capital needs. We believe we have the financial resources to fund our business operations for the foreseeable future, including weathering an extended impact of COVID-19 pandemic as well as the logistics issues, cost increases and production capacity constraints which are currently impacting our industry.

~~Gross profit.~~ Consolidated gross profit increased in absolute terms and as a percentage of net sales for the fiscal 2018 third quarter due primarily to higher net sales in the Home Meridian and Upholstery segments. Upholstery segment gross profit increased due to increased net sales at Hooker Upholstery, Bradington-Young and the addition of Shenandoah’s sales in the last month of the fiscal period. Home Meridian segment gross profit increased due to higher net sales and lower returns, sales allowance and discount expense as a percentage of net sales. Consolidated gross profit increased in absolute terms and as a percentage of net sales for the fiscal 2018 first nine-months for primarily the same reasons as noted for the quarterly periods.

~~Selling and administrative expenses.~~ During the fiscal 2018 third quarter, consolidated selling and administrative (“S&A”) expenses increased in absolute terms but remained flat as a percentage of net sales primarily due to higher selling expense, higher compensation and bonus expense, the inclusion of approximately $700,000 Acquisition-related costs, and, to a lesser extent, the addition of Shenandoah’s S&A expenses during the quarter. During the 2018 first nine months, consolidated S&A expenses increased in absolute terms primarily due to higher bonus and salaries expenses, selling expense, bad debt expense and the inclusion of approximately $700,000 in acquisition-related costs.

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~~Intangible asset amortization expense.~~ Amortization of intangibles of $624,000 and $1.3 million was recorded in the fiscal 2018 third quarter and the fiscal 2018 first nine months, respectively, compared to $334,000 and $2.8 million in the comparable prior year periods. Amortization expense for the fiscal 2018 third quarter includes $290,000 in amortization expense on newly-acquired Shenandoah intangibles.

§	~~Operating income.~~ Consolidated operating income increased $1.3 million or 12.7% in the fiscal 2018 third quarter and increased $7.9 million or 35.8% in the fiscal 2018 first nine months, due to the factors discussed above and in greater detail below.

~~Review~~

We were pleased to have achieved an approximate 9% consolidated sales increase during the fiscal 2018 third quarter, with sales up across all segments. The Home Meridian segment led the consolidated net sales increase with a 7% increase in net sales for the fiscal 2018 third quarter and 13.3% net sales increase for the fiscal 2018 first nine months, primarily due to increased sales to mega, e-commerce and alternate channel accounts. The Home Meridian segment ended the first nine months with a 17.3% year-to-date increase in sales orders; however, that segment’s sales order backlog is down 14.7% as of quarter-end. Additionally, the customer mix and related sales allowance issues that strained Home Meridian’s margins in the fiscal 2018 first quarter, were muted in the second and third quarters. Consequently, that segment’s gross margins increased in both the fiscal third quarter and first nine months. Upholstery segment net sales increased in the double-digits for the quarter and for the nine-month period, due to the addition of Shenandoah’s sales for the last month of the fiscal period and on the strength of double-digit sales increases in the Hooker Upholstery division and including upper single-digit increases at the Bradington-Young division of that segment. Hooker Upholstery’s sales increased primarily due to a better in-stock position, now that the division has fully recovered from inventory shortages that resulted from a vendor-quality issue in the prior year, and due to the shipments of recently introduced and well-received new products. Bradington-Young’s net sales increased primarily due to increased sales of higher priced luxury motion products. Net sales increased 7.6% at Sam Moore in the third quarter; however, that division’s sales were essentially flat for the first nine-months of the fiscal year. Additionally, Sam Moore’s operating profit performance was flat for the third quarter and is lower for the nine-month period, as that division continues to struggle with labor efficiency issues that have led to longer delivery times, which has resulted in lower orders and net sales and increased manufacturing costs. The Upholstery segment’s year-to-date sales orders were up 7.7%; however, its order backlog was down 4.5% as of the end of the third quarter, both as compared to the comparable prior year periods. Hooker Casegoods segment net sales were essentially flat for both the quarter and nine-month period and operating profit for both periods remained strong despite the approximate $700,000 in Acquisition-related expenses included in that segment. Hooker Casegoods sales orders increased 5.7% year-to-date October and backlog was up 25.1% at quarter-end.

In addition to increased net sales, consolidated operating profitability improved for the nine-month period both due to the absence of approximately $1 million in Home Meridian acquisition-related costs that were incurred in the prior year and a $1.8 million decrease in amortization expense on Home Meridian acquisition-related intangibles.

~~Table of Contents~~

Results of Operations

The following table sets forth the percentage relationship to net sales of certain items included in the condensed consolidated statements of income included in this report.

	Thirteen Weeks Ended						Thirty-Nine Weeks Ended						Thirteen Weeks Ended						Twenty-Six Weeks Ended
	October 29,			October 30,			October 29,			October 30,			August 1,			August 2,			August 1,			August 2,
	2017			2016			2017			2016			2021			2020			2021			2020
Net sales		100.0	%		100.0	%		100.0	%		100.0	%		100	%		100	%		100	%		100	%
Cost of sales		78.3			78.7			78.5			78.7			80.5			79.3			79.9			80.6
Gross profit		21.7			21.3			21.5			21.3			19.5			20.7			20.1			19.4
Selling and administrative expenses		14.2			14.2			14.4			15.1			13.2			14.5			13.0			16.2
Goodwill impairment charges														-			-			-			16.8
Trade name impairment charges														-			-			-			2.0
Intangible asset amortization		0.4			0.2			0.3			0.7			0.4			0.5			0.4			0.5
Operating income		7.1			6.8			6.8			5.5
Other income, net		0.2			0.1			0.2			0.2
Operating income/(loss)														5.9			5.8			6.7			(16.1	)
Interest expense, net		0.2			0.2			0.2			0.2			-			0.1			-			0.1
Income before income taxes		7.1			6.8			6.8			5.5
Income/(Loss) before income taxes														5.9			5.7			6.7			(16.3	)
Income tax expense		2.5			2.4			2.4			1.9			1.3			1.2			1.5			(3.9	)
Net income		4.6			4.4			4.4			3.5
Net income/(loss)														4.6			4.4			5.2			(12.4	)

Fiscal ~~2018 Third~~2022 Second Quarter and First-Half Compared to Fiscal ~~2017 Third~~2021 Second Quarter and First-Half

	Net Sales																Net Sales
	Thirteen Weeks Ended																Thirteen Weeks Ended													Twenty-Six Weeks Ended
	October 29, 2017					October 30, 2016					$ Change			% Change			August 1,				August 2,									August 1,				August 2,
			% Net Sales					% Net Sales									2021				2020									2021				2020
Hooker Casegoods	$	36,373		23.0	%	$	36,861		25.4	%	$	(488	)		-1.3	%
Upholstery		26,701		16.9	%		19,664		13.5	%		7,037			35.8	%
																			% Net Sales				% Net Sales		$ Change			% Change				% Net Sales				% Net Sales		$ Change			% Change
Hooker Branded																	$	49,929	30.7	%	$	38,820	29.7	%	$	11,109		28.6	%	$	101,268	31.1	%	$	65,982	28.1	%	$	35,286		53.5	%
Home Meridian		92,068		58.3	%		86,053		59.2	%		6,015			7.0	%		87,323	53.7	%		71,168	54.6	%		16,155		22.7	%		171,732	52.8	%		128,833	54.7	%		42,899		33.3	%
Domestic Upholstery																		22,532	13.9	%		17,507	13.4	%		5,025		28.7	%		47,025	14.5	%		34,290	14.6	%		12,735		37.1	%
All Other		2,792		1.8	%		2,720		1.9	%		72			2.6	%		2,735	1.7	%		3,042	2.3	%		(307	)	-10.1	%		5,354	1.6	%		6,029	2.6	%		(675	)	-11.2	%
Consolidated	$	157,934		100	%	$	145,298		100	%	$	12,636			8.7	%	$	162,519	100	%	$	130,537	100	%	$	31,982		24.5	%	$	325,379	100	%	$	235,134	100	%	$	90,245		38.4	%

Unit Volume

FY18 Q3 % Change vs.
FY17 Q3
Average Selling Price (ASP)
FY18 Q3 % Change vs.
FY17 Q3

Hooker Casegoods 0.3 % Hooker Casegoods -0.7 %
Upholstery 42.5 % Upholstery -4.9 %
Home Meridian 8.6 % Home Meridian -1.7 %
All Other -12.4 % All Other 16.2 %
Consolidated 9.1 % Consolidated -0.3 %

Unit Volume	FY22 Q2 % Increase vs. FY21 Q2			FY22 YTD % Increase vs. FY21 YTD			Average Selling Price (ASP)	FY22 Q2 % Increase vs. FY21 Q2			FY22 YTD % Increase vs. FY21 YTD

Hooker Branded		9.3	%		34.6	%	Hooker Branded		17.3	%		13.2	%
Home Meridian		3.2	%		22.7	%	Home Meridian		7.2	%		1.0	%
Domestic Upholstery		14.0	%		28.2	%	Domestic Upholstery		11.9	%		6.2	%
All Other		-11.3	%		-16.0	%	All Other		0.9	%		3.5	%
Consolidated		4.4	%		24.2	%	Consolidated		12.2	%		6.6	%

Consolidated net sales increased significantly in the fiscal 2022 second quarter and first half due to strong sales in all three reportable segments as compared to the prior year periods.

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The Hooker Branded segment’s net sales increased in the fiscal 2022 second quarter and first half, as compared to the prior year periods respectively, due to both increased unit volume and ASP, driven by increased demand, lower discounting, and price increases in response to higher freight costs and product inflation.

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The Home Meridian segment’s net sales increased in the fiscal 2022 second quarter and first half due to increased sales volume with major furniture chains and retail stores as the result of strong demand, partially offset by decreased net sales and unit volume in e-commerce channel, Samuel Lawrence Hospitality, and the clubs business. The ASP increase was attributable to price increases to mitigate higher freight costs; however, the increases were not sufficient to cover increased product costs driven by higher freight.

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~~Consolidated~~

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The Domestic Upholstery segment’s net sales increased in the fiscal 2022 second quarter and first half due to significant sales increases at Bradington-Young and Shenandoah as compared to the prior year periods when these two divisions experienced temporary factory shutdowns. ASP increased at all three divisions in this segment in response to the inflation of material costs. Sam Moore net sales increased by single digit in fiscal 2022 second quarter due to increased ASP, partially offset by its decreased unit volume due to production constraints. Foam allocation and certain material shortages impacted all three divisions early in the fiscal 2022 second quarter. Bradington-Young and Shenandoah resumed normal production level late in the quarter while Sam Moore recovered at a slower pace due to labor retention and productivity issues.

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All Other’s net sales decreased in the fiscal 2022 second quarter and first half as compared to the prior year periods due principally to reduced unit volume at H Contract, as this division has not yet recovered from the impact of reduced capital spending by the senior living industry in response to increased costs and uncertain revenues as a result of COVID.

	Gross Profit and Margin
	Thirteen Weeks Ended													Twenty-Six Weeks Ended
	August 1,				August 2,									August 1,				August 2,
	2021				2020									2021				2020
			% Net Sales				% Net Sales		$ Change			% Change				% Net Sales				% Net Sales		$ Change			% Change
Hooker Branded	$	17,060	34.2	%	$	12,443	32.1	%	$	4,617		37.1	%	$	34,273	33.8	%	$	20,448	31.0	%	$	13,825		67.6	%
Home Meridian		9,607	11.0	%		10,510	14.8	%		(903	)	-8.6	%		19,742	11.5	%		17,320	13.4	%		2,422		14.0	%
Domestic Upholstery		4,171	18.5	%		3,021	17.3	%		1,150		38.1	%		9,526	20.3	%		5,804	16.9	%		3,722		64.1	%
All Other		879	32.1	%		1,026	33.7	%		(147	)	-14.3	%		1,758	32.8	%		2,082	34.5	%		(324	)	-15.6	%
Consolidated	$	31,717	19.5	%	$	27,000	20.7	%	$	4,717		17.5	%	$	65,299	20.1	%	$	45,654	19.4	%	$	19,645		43.0	%

For the fiscal 2022 second quarter, consolidated gross profit increased and margin decreased as compared to the prior year quarter. For the fiscal 2022 first half, consolidated gross profit and margin both increased as compared to the prior year period.

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The Hooker Branded segment’s gross profit and margin both increased in the fiscal 2022 second quarter and first half, due primarily to the net sales increase as well as lower discounting due to higher demand. However, product costs have begun to be negatively impacted by inflation and higher freight costs in this segment.

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The Home Meridian segment’s gross profit and margin decreased in the fiscal 2022 second quarter as compared to the prior year period despite a net sales increase, due primarily to significantly increased freight costs which negatively impacted gross margin by 550 bps. For the fiscal 2022 first half, Home Meridian gross profit increased due to net sales growth while margin decreased as compared to the prior year period. Freight costs increased about 400 bps, which was the primary driver of product cost increase in fiscal 2022 first half. On a more positive note, chargebacks which adversely impacted Home Meridian profits in prior years were at much lower levels due to favorable product mix and better-quality experience in the clubs channel.

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The Domestic Upholstery segment’s gross profit and margin increased in the fiscal 2022 second quarter and first half due to net sales increases and production efficiencies from operating near full capacity due to historic levels of backlog. In the prior year first and early second quarters, this segment experienced reduced sales volumes and operating inefficiencies due to temporary factory shutdowns, which led to lower gross profit and margin for both the fiscal 2021 second quarter and first half. Foam allocations and certain other raw material shortages which impacted Domestic Upholstery production in the fiscal 2022 first quarter improved significantly by late in the second quarter. However, inflation of raw material costs drove increased product costs in this segment and adversely impacted gross margin by about 200 bps in fiscal 2022 second quarter.

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All Other’s gross profit and margin decreased in the fiscal 2022 second quarter and first half due principally to net sales declines and to a lesser extent unfavorable product mix as more product sold was manufactured domestically.

	Selling and Administrative Expenses (S&A)
	Thirteen Weeks Ended													Twenty-Six Weeks Ended
	August 1,				August 2,									August 1,				August 2,
	2021				2020									2021				2020
			% Net Sales				% Net Sales		$ Change			% Change				% Net Sales				% Net Sales		$ Change			% Change
Hooker Branded	$	8,132	16.3	%	$	6,353	16.4	%	$	1,779		28.0	%	$	15,902	15.7	%	$	13,025	19.7	%	$	2,877		22.1	%
Home Meridian		9,230	10.6	%		9,094	12.8	%		136		1.5	%		18,167	10.6	%		17,981	14.0	%		186		1.0	%
Domestic Upholstery		3,451	15.3	%		2,769	15.8	%		682		24.6	%		6,856	14.6	%		5,718	16.7	%		1,138		19.9	%
All Other		647	23.7	%		676	22.2	%		(29	)	-4.3	%		1,279	23.9	%		1,346	22.3	%		(67	)	-5.0	%
Consolidated	$	21,460	13.2	%	$	18,892	14.5	%	$	2,568		13.6	%	$	42,204	13.0	%	$	38,070	16.2	%	$	4,134		10.9	%

Consolidated selling and administrative (“S&A”) expenses increased in absolute terms while decreased as a percentage of net sales in the ~~Upholstery~~fiscal 2022 second quarter and ~~Home Meridian segments, as well as~~first half versus the ~~addition~~prior year periods.

Table of ~~Shenandoah’s October sales of $3.1~~Contents

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The Hooker Branded segment’s S&A expenses increased in absolute terms and stayed essentially flat as a percentage of net sales in fiscal 2022 second quarter. The increases were driven by increased selling costs as the result of higher net sales, increased salaries and wages due to the absence of salary reductions and furloughs seen in the prior year period, increased selling expenses due to Spring High Point Furniture Market which was held in June 2021, and to a lesser extent increased expenses incurred as part of our ERP upgrade project. For the fiscal 2022 first half, Hooker Branded segment S&A increased in absolute terms due to the factors discussed above, partially offset by lower bad debt expenses due to a customer write-off in the prior year. S&A expenses decreased as a percentage of net sales in fiscal 2022 first half due to increased net sales.

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The Home Meridian segment’s S&A expenses increased slightly in absolute terms but decreased as a percentage of net sales in the fiscal 2022 second quarter and first half. The increases were attributable to severance expenses due to personnel changes, the absence of employee furloughs in the prior year period, and increased market expenses and other spending as business returned to more normal levels, partially offset by lower professional expenses, decreased compensation expense on lower profits, and decreased advertising supply expense.

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The Domestic Upholstery segment’s S&A expenses increased in absolute terms in fiscal 2022 second quarter and first half due to increased selling expenses on higher net sales, increased salaries and wages due to the absence of a number of employees furloughed due to factory shutdowns in the prior year period, and increased depreciation expenses due to the accelerated depreciation of our existing ERP system due to the expected implementation of an upgraded cloud-based ERP solution in fiscal 2023.

■

All Other S&A expenses decreased in absolute terms in the fiscal 2022 second quarter and first half due to decreased selling expenses, partially offset by increased advertising supply expenses in the current second quarter due to the postponement of the High Point Furniture Market. S&A expenses increased as a percentage of net sales due to lower net sales.

In the prior year first quarter, we recorded $23.2 million and $16.4 million in ~~the quarter. These increases were partially offset by a decline in average selling prices (“ASP”) in those same segments. Upholstery segment unit volume increased primarily due~~non-cash impairment charges to increased sales at the Hooker Upholstery division and to a lesser extent at Bradington Young and Sam Moore. Upholstery segment ASP decreased primarily due to lower ASP at the Hooker Upholstery and Sam Moore divisions, partially offset by higher ASP in the Bradington-Young division. The Home Meridian segment’s unit volume increased primarily due to increased sales to emerging channels, especially e-commerce. The decreasewrite down goodwill in Home Meridian segment ~~ASP was attributable~~and the Shenandoah division under Domestic Upholstery segment, respectively. We also recorded $4.8 million non-cash impairment charges to ~~customer mix. Although a small part of our consolidated results, unit volume decreased and ASP increased~~write down tradenames in ~~our All Other segment due~~the Home Meridian segment.

	Intangible Asset Amortization
	Thirteen Weeks Ended												Twenty-Six Weeks Ended
	August 1,				August 2,								August 1,				August 2,
	2021				2020								2021				2020
			% Net Sales				% Net Sales		$ Change		% Change				% Net Sales				% Net Sales		$ Change		% Change
Intangible asset amortization	$	596	0.4	%	$	596	0.5	%	$	-	0.0	%	$	1,192	0.4	%	$	1,192	0.5	%	$	-	0.0	%

Intangible asset amortization expense stayed the same compared to the ~~lack of Homeware net sales during the quarter, as that business completed its wind-down during the fiscal 2018 second quarter.~~prior year periods.

Gross Profit and Margin
Thirteen Weeks Ended
October 29, 2017 October 30, 2016 $ Change % Change
% Net Sales % Net Sales
Hooker Casegoods $ 11,346 31.2 % $ 12,081 32.8 % $ (735 ) -6.1 %
Upholstery 6,190 23.2 % 4,311 21.9 % 1,879 43.6 %
Home Meridian 15,808 17.2 % 13,742 16.0 % 2,066 15.0 %
All Other 934 33.4 % 791 29.1 % 143 18.1 %
Intercompany Eliminations - 1 (1 ) -100.0 %
Consolidated $ 34,278 21.7 % $ 30,926 21.3 % $ 3,352 10.8 %

	Operating Profit/(Loss) and Margin
	Thirteen Weeks Ended														Twenty-Six Weeks Ended
	August 1,				August 2,										August 1,				August 2,
	2021				2020										2021				2020
			% Net Sales					% Net Sales		$ Change			% Change				% Net Sales					% Net Sales		$ Change			% Change
Hooker Branded	$	8,929	17.9	%	$	6,090		15.7	%	$	2,839		46.6	%	$	18,371	18.1	%	$	7,423		11.2	%	$	10,948		147.5	%
Home Meridian		43	0.0	%		1,083		1.5	%		(1,040	)	-96.0	%		908	0.5	%		(29,265	)	-22.7	%		30,173		103.1	%
Domestic Upholstery		457	2.0	%		(10	)	-0.1	%		467		4670.0	%		2,145	4.6	%		(16,820	)	-49.1	%		18,965		112.8	%
All Other		232	8.5	%		349		11.5	%		(117	)	-33.5	%		479	8.9	%		736		12.2	%		(257	)	-34.9	%
Consolidated	$	9,661	5.9	%	$	7,512		5.8	%	$	2,149		28.6	%	$	21,903	6.7	%	$	(37,926	)	-16.1	%	$	59,829		157.8	%

~~Consolidated gross profit~~

Operating profitability increased in absolute terms and as a percentage of net sales, in the fiscal 2018 third quarter, primarily due to improved profit margin in Home Meridian and Upholstery segments due primarily to increased net sales in those segments, and the addition of Shenandoah’s October sales in the Upholstery segment. The Hooker Upholstery division was the primary driver of increased gross profit in the Upholstery segment due to increased sales and lower product costs. Those increases were partially offset by decreased gross profit in Hooker Casegoods segment due to the sales shortfall and increased returns and allowance and advertising expenses.

Selling and Administrative Expenses
Thirteen Weeks Ended
October 29, 2017 October 30, 2016 $ Change % Change
% Net Sales % Net Sales
Hooker Casegoods $ 7,356 20.2 % $ 6,988 19.0 % $ 368 5.3 %
Upholstery 3,701 13.9 % 3,133 15.9 % 568 18.1 %
Home Meridian 10,867 11.8 % 9,906 11.5 % 961 9.7 %
All Other 525 18.8 % 626 23.0 % (101 ) -16.1 %
Consolidated $ 22,449 14.2 % $ 20,653 14.2 % $ 1,796 8.7 %

Consolidated S&A expenses remained flat as a percentage of net sales but increased in absolute terms due primarily to higher selling expenses, higher compensation and benefits expenses, increased bonus expenses due to increased earnings, the inclusion of approximately $700,000 in Acquisition-related costs, and, to a lesser extent, the addition of Shenandoah’s October S&A expenses.

Intangible Asset Amortization
Thirteen Weeks Ended
October 29, 2017 October 30, 2016 $ Change % Change
% Net Sales % Net Sales
Intangible asset amortization $ 624 0.4 % $ 334 0.2 % $ 290 86.8 %

~~Table of Contents~~

~~Intangible asset amortization expense was higher in the current quarter due to Acquisition-related amortization expense.~~

Operating Profit and Margin
Thirteen Weeks Ended
October 29, 2017 October 30, 2016 $ Change % Change
% Net Sales % Net Sales
Hooker Casegoods $ 3,990 11.0 % $ 5,092 13.8 % $ (1,102 ) -21.6 %
Upholstery 2,199 8.2 % 1,178 6.0 % 1,021 86.7 %
Home Meridian 4,607 5.0 % 3,503 4.1 % 1,104 31.5 %
All Other 409 14.6 % 165 6.1 % 244 147.9 %
Intercompany Eliminations - 1 (1 ) -100.0 %
Consolidated $ 11,205 7.1 % $ 9,939 6.8 % $ 1,266 12.7 %

~~Operating profitability increased for the fiscal 2018 third quarter compared to the prior year quarter, both as a percentage of net sales and in absolute terms,~~ due to the factors discussed above. ~~Shenandoah’s October operating profitability~~

Table of ~~$197,000, net of $290,000 in intangible asset amortization expense on Acquisition-related intangibles, is included in the Upholstery segment’s results.~~Contents

Interest Expense, net
Thirteen Weeks Ended
October 29, 2017 October 30, 2016 $ Change % Change
% Net Sales % Net Sales
Consolidated interest expense, net $ 327 0.2 % $ 245 0.2 % $ 82 33.5 %

	Interest Expense, net
	Thirteen Weeks Ended													Twenty-Six Weeks Ended
	August 1,				August 2,									August 1,				August 2,
	2021				2020									2021				2020
			% Net Sales				% Net Sales		$ Change			% Change				% Net Sales				% Net Sales		$ Change			% Change
Consolidated interest expense, net	$	23	0.0	%	$	118	0.1	%	$	(95	)	-80.5	%	$	54	0.0	%	$	327	0.1	%	$	(273	)	-83.5	%

Consolidated interest expense ~~increased primarily~~decreased in both the second quarter and first half of fiscal 2022 due to ~~increased interest rates on~~the payoff of our ~~variable-rate~~ term loans ~~and the addition of the New Unsecured Term Loan during the~~in fiscal 2021 fourth quarter.

	Income taxes																	Income taxes
	Thirteen Weeks Ended																	Thirteen Weeks Ended														Twenty-Six Weeks Ended
	October 29, 2017						October 30, 2016						$ Change		% Change			August 1,					August 2,									August 1,					August 2,
				% Net Sales						% Net Sales								2021					2020									2021					2020
Consolidated income tax expense	$	4,006			2.5	%	$	3,453			2.4	%	$	553		16.0	%
																					% Net Sales					% Net Sales		$ Change		% Change					% Net Sales					% Net Sales		$ Change		% Change
Consolidated income tax expense/(benefit)																		$	2,192		1.3	%	$	1,610		1.2	%	$	582	36.1	%	$	4,966		1.5	%	$	(9,259	)	-3.9	%	$	14,225	153.6	%

Effective Tax Rate		35.7	%					34.8	%										22.7	%				21.8	%								22.7	%				24.2	%

Net Income
Thirteen Weeks Ended
October 29, 2017 October 30, 2016 $ Change % Change
% Net Sales % Net Sales
Consolidated $ 7,202 4.6 % $ 6,459 4.4 % $ 743 11.5 %

Basic earnings per share $ 0.62 $ 0.56
Diluted earnings per share $ 0.61 $ 0.56

~~Table of Contents~~

~~Fiscal 2018 First Nine Months Compared to Fiscal 2017 First Nine Months~~

Net Sales
Thirty-Nine Weeks Ended
October 29, 2017 October 30, 2016 $ Change % Change
% Net Sales % Net Sales
Hooker Casegoods $ 104,067 23.4 % $ 103,372 25.6 % $ 695 0.7 %
Upholstery 71,247 16.0 % 61,404 15.2 % 9,843 16.0 %
Home Meridian 262,173 58.9 % 231,391 57.4 % 30,782 13.3 %
All Other 7,627 1.7 % 7,125 1.8 % 502 7.0 %
Consolidated $ 445,114 100 % $ 403,292 100 % $ 41,822 10.4 %

Unit Volume
FY18 YTD % Change
vs. FY17 YTD
Average Selling Price (ASP)
FY18 YTD % Change
vs. FY17 YTD

Hooker Casegoods 0.5 % Hooker Casegoods 0.5 %
Upholstery 19.1 % Upholstery -2.9 %
Home Meridian 19.3 % Home Meridian -5.0 %
All Other -4.9 % All Other 12.2 %
Consolidated 16.7 % Consolidated -5.3 %

~~Fiscal 2018~~2022 first nine months consolidated net sales increased in all reporting segments, led by increases of $30.8 million in the Home Meridian segment and a $9.8 million in the Upholstery segment. The Home Meridian segment’s unit volume increased primarily due to increased sales to mega and e-commerce accounts. The decrease in Home Meridian segment ASP was attributable to customer mix. Hooker Casegoods segment unit volume and ASP slightly increased in the nine-month period. We believe Hooker Casegoods sales were flat due to a softening in retail furniture sales in the traditional furniture channels in which that segment competes, a trend whichhalf, we believe is occurring throughout the industry. Unit volume in the Upholstery segment increased primarily due to increased sales at Hooker Upholstery and due to the inclusion of Shenandoah’s October sales. Upholstery segment ASP decreased due to the increased proportion of lower priced Hooker Upholstery and Sam Moore products sold during the period. ASP increased in our All Other segment due to the increased H Contract sales and increased share of H Contract sales as a part of All Other sales, as the liquidation of Homeware inventory was completed at the end of second quarter.

Gross Profit and Margin
Thirty-Nine Weeks Ended
October 29, 2017 October 30, 2016 $ Change % Change
% Net Sales % Net Sales
Hooker Casegoods $ 32,984 31.7 % $ 32,897 31.8 % $ 87 0.3 %
Upholstery 17,255 24.2 % 14,029 22.8 % 3,226 23.0 %
Home Meridian 42,875 16.4 % 36,865 15.9 % 6,010 16.3 %
All Other 2,420 31.7 % 2,204 30.9 % 216 9.8 %
Intercompany Eliminations 4 8 (4 ) -50.0 %
Consolidated $ 95,538 21.5 % $ 86,003 21.3 % $ 9,535 11.1 %

~~Table of Contents~~

Consolidated gross profit increased in absolute terms and stayed nearly flat as a percentage of net sales in the fiscal 2018 first nine months. Home Meridian segment gross profit increased in absolute terms primarily due to increased sales Upholstery segment gross profit increased primarily due to higher sales in Hooker Upholstery and Bradington Young divisions, and to a lesser extent, the addition of Shenandoah’s October results. The Hooker Upholstery division benefited from lower discounts and allowances, favorable core cost of goods sold, and a one-time vendor price concession due to a prior-year vendor quality issue. Hooker Casegoods segment gross profit was essentially flat in absolute terms and as a percentage of net sales. Increased gross profit in the All Other segment was due to increased gross profit at H Contract due to increased sales, partially offset by higher discounts for the liquidation of Homeware inventory during the first half.

Selling and Administrative Expenses
Thirty-Nine Weeks Ended
October 29, 2017 October 30, 2016 $ Change % Change
% Net Sales % Net Sales
Hooker Casegoods $ 21,066 20.2 % $ 21,383 20.7 % $ (317 ) -1.5 %
Upholstery 10,158 14.3 % 9,773 15.9 % 385 3.9 %
Home Meridian 31,216 11.9 % 28,108 12.1 % 3,108 11.1 %
All Other 1,699 22.3 % 1,774 24.9 % (75 ) -4.2 %
Consolidated $ 64,139 14.4 % $ 61,038 15.1 % $ 3,101 5.1 %

Consolidated S&A expenses decreased as a percentage of net sales primarily due to increased net sales. Consolidated S&A expenses increased in absolute terms primarily due to higher compensation and benefits expenses, higher bonus expenses due to increased earnings and increased selling expenses, higher bad debt expense due to the write-off of a customer balance in the fiscal 2018 first quarter and the inclusion of approximately $700,000 in Acquisition-related costs.

Intangible Asset Amortization
Thirty-Nine Weeks Ended
October 29, 2017 October 30, 2016 $ Change % Change
% Net Sales % Net Sales
Intangible asset amortization $ 1,291 0.3 % $ 2,801 0.7 % $ (1,510 ) -53.9 %

Intangible asset amortization expense was higher in the prior year period due to the short amortization period of some of the intangible assets. The decrease was partially offset by intangible asset amortization expense recognized in the period on Acquisition-related intangibles.

Operating Profit and Margin
Thirty-Nine Weeks Ended
October 29, 2017 October 30, 2016 $ Change % Change
% Net Sales % Net Sales
Hooker Casegoods $ 11,918 11.5 % $ 11,514 11.1 % $ 404 3.5 %
Upholstery 6,807 9.6 % 4,256 6.9 % 2,551 59.9 %
Home Meridian 10,658 4.1 % 5,956 2.6 % 4,702 78.9 %
All Other 721 9.5 % 430 6.0 % 291 67.7 %
Intercompany Eliminations 4 8 (4 ) -50.0 %
Consolidated $ 30,108 6.8 % $ 22,164 5.5 % $ 7,944 35.8 %

~~Table of Contents~~

Operating profitability increased for the fiscal 2018 first nine months compared to the same prior-year period, both as a percentage of net sales and in absolute terms, due to the factors discussed above.

Interest Expense, net
Thirty-Nine Weeks Ended
October 29, 2017 October 30, 2016 $ Change % Change
% Net Sales % Net Sales
Consolidated interest expense, net $ 860 0.2 % $ 755 0.2 % $ 105 13.9 %

Consolidated interest expense increased primarily due to increases in the interest rates on our variable-rate term loans and the addition of the New Unsecured Term Loan during the fiscal 2018 third quarter.

Income taxes
Thirty-Nine Weeks Ended
October 29, 2017 October 30, 2016 $ Change % Change
% Net Sales % Net Sales
Consolidated income tax expense $ 10,574 2.4 % $ 7,737 1.9 % $ 2,837 36.7 %

Effective Tax Rate 34.9 % 35.1 %

We recorded income tax expense of ~~$10.6~~$5.0 million, compared to income tax benefit of $9.3 million for the ~~fiscal 2018 first nine months, compared~~comparable prior year period, of which $10.7 million was recorded related to ~~$7.7 million for the same prior-year period.~~goodwill and trade name impairment charges. The effective tax rates for the fiscal 2022 and 2021 first ~~nine months of fiscal 2018~~half periods were 22.7% and ~~2017 were 34.9% and 35.1%~~24.2%, respectively. ~~The effective tax rate was lower in~~

	Net Income/(Loss)
	Thirteen Weeks Ended												Twenty-Six Weeks Ended
	August 1,				August 2,								August 1,				August 2,
	2021				2020								2021				2020
			% Net Sales				% Net Sales		$ Change		% Change				% Net Sales					% Net Sales		$ Change		% Change
Net income/(loss) Consolidated	$	7,467	4.6	%	$	5,774	4.4	%	$	1,693	-29.3	%	$	16,910	5.2	%	$	(29,045	)	-12.4	%	$	45,955	158.2	%

Diluted earnings/(loss) per share	$	0.62			$	0.48							$	1.40			$	(2.46	)

COVID-19

We monitor information on COVID-19 from the ~~2018 first nine months due~~CDC and believe we are adhering to their recommendations regarding the health and safety of our personnel. To address the potential human impact of the virus, many of our administrative staff are telecommuting for at least part of their work-week. For those administrative staff not telecommuting and our warehouse and domestic manufacturing employees, we have implemented appropriate social distancing policies and have stepped-up facility cleaning at each location. Non-essential domestic travel for our employees has ceased and international travel has been prohibited out-right. Testing, treatment and vaccinations for COVID-19 are covered 100% under our medical plan and counseling is available through our employee assistance plan to assist employees with financial, mental and emotional stress related to the ~~settlement of an uncertain tax position on captive insurance, excess tax benefits from share-based compensation~~virus and ~~a state tax credit received during the first quarter of fiscal 2018 first quarter.~~

Net Income
Thirty-Nine Weeks Ended
October 29, 2017 October 30, 2016 $ Change % Change
% Net Sales % Net Sales
Consolidated $ 19,726 4.4 % $ 14,308 3.5 % $ 5,418 37.9 %

Basic earnings per share $ 1.70 $ 1.24
Diluted earnings per share $ 1.69 $ 1.23

~~Outlook~~

~~Retail conditions were weak across all segments in September, partially due to the hurricanes that hit Florida and Texas.~~other issues. In October, retail conditions bounced back, along with incoming order trends and shipments across all segments. The October High Point Furniture Market was good for most divisions. However, due to a later than normal Chinese New Year, more of the heavy shipping activity that normally precedes the holiday will fall in the first quarter of fiscal 2019.

~~For the fiscal 2018 fourth quarter, we expect the sales order and shipment trends~~addition, we are ~~seeing~~offering temporary paid leave to employees diagnosed with the virus (and those associates with another diagnosed person or persons in ~~the Hooker Casegoods~~their household) and ~~Upholstery segments will favorably impact sales~~are working to accommodate associates with child-care issues related to school or day-care closures.

As more state and local governments have eased restrictions on retail activities, we have seen a significant improvement in ~~those segments; however,~~our business conditions, including order rates, profitability, and financial condition. However, we ~~expect that reduced orders~~continue to cautiously make decisions regarding our financial resources to weather and ~~backlog~~adapt to changes in ~~the Home Meridian segment compared to the same period a year ago will negatively impact sales in that segment.~~market conditions, including any further impacts of COVID-19, including certain COVID variants and possible future pandemics.

Table of Contents

Outlook

Consumer and retail demand remain historically strong, with consolidated backlogs nearly double and incoming orders up 27% over last year as of the end of the fiscal 2022 second quarter. However, we are facing significant headwinds on the supply side that will impact us in the short-term. The surge of the Delta variant of COVID-19 has caused factories in our source countries of Vietnam and Malaysia to close temporarily, with reopening prospects uncertain. In addition, global logistics challenges with higher freight and transit costs and lower transportation capacity, along with raw materials inflation and some labor shortages continue.

Our Hooker Branded and Domestic Upholstery segments, where we have more of an ability to keep product flowing and to ship from our significant US and Asia warehousing capacity, is less challenged than Home Meridian, since Home Meridian ships primarily to larger customers via direct container and is more impacted by shipping costs and capacity, especially in the short-term. Consequently, we expect our second-half net sales and income to be adversely affected by these challenges, particularly in our Home Meridian segment.

We continue to manage our logistics issues, with the goal of minimizing costs and maximizing delivery however there is no indication that ocean freight container rates will return to pre-COVID-19 levels in the near term. We believe ~~the overall macro-economic environment is strong, especially housing~~we have mitigated these dynamics as much as possible through surcharges and ~~consumer confidence. Pending home sales recently rebounded after three straight months of declines, which~~price increases, but these increases can trail price increases received from logistics partners and suppliers for up to ninety days. Additionally, these supply-side factors are unpredictable and often involve frequent, unexpected changes with little or no notice.

Longer-term, we believe ~~may be indicative~~that several macroeconomic factors provide a path for growth such as the strong housing market and favorable demographics with the large Millennial generation becoming highly engaged in household formation and home furnishings purchases. While we expect the extraordinary levels of ~~improving existing~~demand for home ~~sales. Recent data revealed new~~furnishings to diminish somewhat, we also expect that demand for home ~~purchases~~furnishings will settle into a higher level of demand than pre-pandemic. We believe we are well positioned to ~~be at~~help consumers enhance their ~~fastest pace in a decade,~~homes with ~~a 6.2% monthly increase, marking a third consecutive monthly gain. Additionally, November consumer confidence increased for the fifth consecutive month~~comfortable, stylish and ~~remains at a seventeen-year high. Along with recent record-breaking stock market performance and the macro-economic environment,~~quality home furnishings.

We believe we ~~believe the strategies we have in place~~ are ~~working,~~utilizing all available levers to help mitigate these headwinds, and we ~~expect Shenandoah to be a solid contributor going forward.~~

~~The Acquisition~~

~~We believe that consumer tastes and channels in which they shop for furniture are evolving at a rapid pace and we are changing to meet these demands.~~

As was the case with Hooker’s 2016 Acquisition of Home Meridian International, we are continuing to leverage Hooker’s financial strength to boost revenues and earnings both organically and by acquisition,remain optimistic about our long-term position as we ~~target growth in channels of distribution~~work our way through these transitory disruptions. Our strong balance sheet and variable cost business model give us confidence that ~~are growing faster than furniture industry averages.~~

~~Consequently, on September 29, 2017~~ we ~~acquired substantially all~~can weather this current industry-wide challenge and will allow us to take advantage of the ~~assets~~healthy consumer demand environment and ~~assumed certain liabilities~~long-term positive economic indicators and demographic trends for home-related industries. However, we expect increased competition for consumer discretionary income from industries such as travel, apparel, dining out and in-person events as vaccination rates increase. Additionally, potential adverse effects of Shenandoah Furniture, Inc. for $32.7 million in cash and the issuance of 176,018 shares of our common stock valued at $8.4 million (such numbers are subject to agreed upon post-closing working capital adjustments). Basednew COVID-19 variants on the ~~way we manage, evaluate~~US and ~~internally report our operations, we determined that Shenandoah’s newly acquired business will be reported in our Upholstery segment.~~global economies remains uncertain.

We believe Shenandoah is well-positioned in a distribution channel in which we are currently under-represented; namely, the “lifestyle specialty” retail distribution channel, which is made of up retailers who offer furnishings and decor in the upper medium price points, both in traditional brick and mortar stores and online. We believe that lifestyle specialty furniture stores are gaining market share and doing well with multiple demographic groups. For that channel, domestically-produced, customizable upholstery is extremely viable and preferred by the end consumer who shops there.

We expect the Acquisition to be accretive to earnings in our 2019 fiscal year, which begins on January 29, 2018. In the short-term, we expect a nominal reduction in earnings for the remainder of fiscal 2018 due to the timing of the Acquisition.

Refer to Part II Item 1A “Risk Factors” in this report for changes to our risk factors as a result of the Acquisition. For a complete discussion of our risk factors, you should carefully review the detailed discussions in the "Risk Factors" and "Business" section in our Annual Report on Form 10-K filed with the SEC on April 14, 2017.

Financial Condition, Liquidity and Capital Resources

Cash Flows – Operating, Investing and Financing Activities

Thirty-Nine Weeks Ended
October 29, October 30,
2017 2016
Net cash provided by operating activities $ 25,065 $ 31,265
Net cash used in investing activities (35,899 ) (87,625 )
Net cash provided by financing activities 3,399 45,544
Net decrease in cash and cash equivalents $ (7,435 ) $ (10,816 )

	Twenty-Six Weeks Ended
	August 1,			August 2,
	2021			2020
Net cash (used in)/provided by operating activities	$	(20,207	)	$	53,168
Net cash used in investing activities		(3,938	)		(264	)
Cash used in financing activities		(4,285	)		(6,725	)
Net (decrease)/increase in cash and cash equivalents	$	(28,430	)	$	46,179

During the ~~nine~~six months ~~period~~ ended ~~October 29, 2017,~~August 1, 2021, we used a portion of the existing cash ~~generated from operations,~~and cash equivalent on hand ~~and $12 million term-loan proceeds helped fund the Acquisition,~~to pay ~~$4.4 million in long-term debt payments, cash dividends of $4.2 million and capital expenditures of $2.7 million to enhance our business systems and facilities.~~

~~Table of Contents~~

In comparison, during the nine months ended October 30, 2016, cash generated from operations, cash on hand, term-loan proceeds and insurance proceeds helped fund the Home Meridian acquisition, pay $10.8 million in long-term debt payments, pay $3.5 ~~million in cash dividends and fund $1.9~~ million of capital expenditures to enhance our business systems and facilities, $4.3 million in cash dividends, and ~~to pay $682,000~~$473,000 in life insurance premiums on Company-owned life insurance policies.

In comparison, during the six months ended August 2, 2020, we used a portion of the $53.2 million cash generated from operations and $673,000 life insurance proceeds to pay $3.8 million in cash dividends, $3.2 million in principal and interest payments on our term loans, and $453,000 in life insurance premiums on Company-owned life insurance policies.

Table of Contents

Liquidity, Financial Resources and Capital Expenditures

Our financial resources include:

■

available cash and cash equivalents, which are highly dependent on incoming order rates and our operating performance;

■

expected cash flow from operations; ~~and~~

■

available lines of ~~credit.~~credit; and

■

cash surrender value of Company-owned life insurance.

We believe these resources are sufficient to meet our business requirements and the payment of dividends through fiscal ~~2018~~2022 and for the foreseeable future, ~~including:~~including expected capital expenditures and working capital needs.

§	~~capital expenditures;~~

§	~~working capital, including capital required to fund our Pension Plan, SERP and SRIP plans;~~

§	~~the payment of regular quarterly cash dividends on our common stock; and~~

§	~~the servicing of our acquisition-related debt.~~

Loan ~~Agreement~~Agreements and Revolving Credit Facility

~~On September 29, 2017, we entered into a second amended and restated loan agreement~~

We currently have one $35 million revolving credit facility (the ~~“Loan Agreement”~~“Existing Revolver”) with Bank of America, ~~N.A.~~N. A. (“BofA”) ~~in connection with the completion of the Acquisition Note 2. “Acquisition,” above. The Loan Agreement amends and restates the amended and restated loan agreement that the Company~~, which we entered into ~~with~~on January 27, 2021. The credit facility is based on successive past amendments to previous BofA ~~on February 1, 2016.~~ banking agreements which are collectively referred to as the “Previous Agreements.” Details of our Existing Revolver are outlined below:

■

The facility is available between January 27, 2021 and February 1, 2026 or such earlier date as the availability may terminate or such later date as BofA may from time to time in its sole discretion designate in any extension notice;

■

During the availability period, BofA will provide a line of credit to the maximum amount of the Existing Revolver;

■

The initial amount of the Existing Revolver is $35 million;

■

The sublimit of the facility available for the issuance of letters of credit was increased to $10 million;

■

The actual daily amount of undrawn letters of credit is subject to a quarterly fee equal to a per annum rate of 1%;

■

We may, on a one-time basis, request an increase in the Existing Revolver by an amount not to exceed $30 million at BofA’s discretion; and

■

Any amounts outstanding under the Existing Revolver bear interest at a rate, equal to the then current LIBOR monthly rate (adjusted periodically) plus 1.00%. We must also pay a quarterly unused commitment fee at a rate of 0.15% determined by the actual daily amount of credit outstanding during the applicable quarter.

The ~~Amended and Restated Loan Agreement provides us with a new $12 million unsecured term~~ loan ~~(the “New Unsecured Term Loan”).~~

~~Amounts outstanding~~covenants agreed to under the ~~New Unsecured Term Loan will bear interest at a rate, adjusted monthly, equal~~Previous Agreements continue to the then current LIBOR monthly rate plus 1.50%. We must repay the principal amount borrowed under the New Unsecured Term Loan in monthly installments of approximately $143,000, together with any accrued interest, until the full amount borrowed is repaid or until the earlier of September 30, 2022 and the expiration of the Existing Revolver, at which time all amounts outstanding under the New Unsecured Term Loan will become due and payable. We may prepay the outstanding principal amount under the New Unsecured Term Loan, in full or in part, on any interest payment date without penalty. On September 29, 2017, we borrowed the full $12 million available under the New Unsecured Term Loan.

~~The Loan Agreement also included~~apply to us. They include customary representations and warranties and requires us to comply with customary covenants, including, among other things, the following financial covenants:

■

Maintain a ratio of funded debt to EBITDA not ~~exceeding:~~exceeding 2.00:1.00.

o	~~2.50:1.0 through August 31, 2018;~~

o ■	~~2.25:1.0 through August 31, 2019; and~~

o	~~2.00:1.00 thereafter.~~

·	A basic fixed charge coverage ratio of at least 1.25:1.00; and

■

Limit capital expenditures to no more than $15.0 million during any fiscal ~~year with expenditures to acquire fixed assets pursuant to the Acquisition being excluded for the fiscal year in which the Acquisition occurs.~~year.

~~The Loan Agreement~~

They also ~~limits~~limit our right to incur other indebtedness, make certain investments and create liens upon our assets, subject to certain exceptions, among other restrictions. ~~The Loan Agreement does~~They do not restrict our ability to pay cash dividends on, or repurchase shares of our common stock, subject to our compliance with the financial covenants discussed above, if we are not otherwise in default under the ~~Loan Agreement.~~agreements.

We were in compliance with each of these financial covenants at ~~October 29, 2017~~ August 1,2021,and expect to remain in compliance with existing covenants ~~through fiscal 2018 and~~ for the foreseeable future. We believe we have the financial resources to fund our business operations, including weathering the logistics issues, cost increases and production capacity constraints which are currently impacting our industry.

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~~Revolving Credit Facility Availability~~

As of ~~October 29, 2017,~~August 1, 2021, we had ~~an aggregate $28.5~~$28.7 million available under our ~~revolving credit facility~~Existing Revolver to fund working capital needs. Standby letters of credit in the aggregate amount of ~~$1.5~~$6.3 million, used to collateralize certain insurance arrangements and for imported product purchases, were outstanding under the ~~revolving credit facility~~Existing Revolver as of ~~October 29, 2017.~~August 1, 2021. There were no additional borrowings outstanding under the revolving credit facility ~~on October 29, 2017.~~as of August 1, 2021.

Capital Expenditures

We expect to spend ~~between $500,000 to $1.0~~approximately $4 million in capital expenditures ~~during~~over the remainder of ~~the 2018~~ fiscal ~~year~~2022 to maintain and enhance our operating systems and facilities. Of those amounts, we expect to spend approximately:

●

$1.5 million outfitting a newly built leased warehouse space in Savannah, Georgia. Hiring of staff is in process and we expect to commence operations at the new facility in October 2021. The facility will consolidate several older, less efficient Home Meridian segment warehouses into a single strategically located distribution facility near the port of Savannah and major interstate highways. We believe this is critical to servicing customers and is expected to reduce transportation costs and increase operating efficiencies; and

~~Contractual Obligations~~

●

$1.5 million on implementation costs for a new common, cloud-based Enterprise Resource Planning (“ERP”) platform which we expect to be online in our Hooker Branded segment and certain divisions under Domestic Upholstery segment by mid-calendar 2022, with other segments following thereafter.

~~The contractual obligations reflected~~

Enterprise Resource Planning

In early fiscal 2022, our Board of Directors approved an upgrade to our current ERP system and implementation efforts began shortly thereafter. We expect to implement the ERP upgrade in our ~~2017 Annual Report~~Hooker Branded segment and certain divisions under Domestic Upholstery segment by mid calendar 2022, with Home Meridian and Shenandoah divisions following afterwards. To complete the ERP system implementation as anticipated, we will be required to expend significant financial and human resources. We anticipate spending approximately $5.5 million over the course of this project, with a significant amount of time invested by our associates. We spent approximately $1.5 million on ~~Form 10-K for~~this project in the first half of fiscal ~~year ended January 29, 2017 have materially changed due to the Acquisition. Estimated~~ ~~additional~~ ~~contractual obligations due to the Acquisition as of October 29, 2017 are as follows:~~2022.

Estimated Additional Cash Payments Due by Period (In thousands)
Less than More than
1 Year 1-3 Years 3-5 Years 5 years Total

Long-Term Debt Obligations (1) $ 1,716 $ 3,432 $ 6,852 $ - $ 12,000
Operating leases (2) 821 1,643 1,643 1,643 5,750

Total contractual cash obligations $ 2,537 $ 5,075 $ 8,495 $ 1,643 $ 17,750

Dividends

~~(1)~~

~~These amounts represent contractual cash payments due under our acquisition-related term loans. See Note 9, “Debt” for additional information about our debt.~~

~~(2)~~

~~These amounts represent estimated cash payments due under operating leases for real estate utilized in Shenandoah’s operations.~~

~~Share Repurchase Authorization~~

~~During fiscal 2013,~~

On September 2, 2021, our board of directors ~~authorized the repurchase~~declared a quarterly cash dividend of up to $12.5 million of shares of the Company’s common stock. The authorization does not obligate us to acquire a specific number of shares during any period and does not have an expiration date, but it may be modified, suspended or discontinued at any time at the discretion of our board of directors. Repurchases may be made from time to time in the open market, or through privately negotiated transactions or otherwise, in compliance with applicable laws, rules and regulations, and subject to our cash requirements for other purposes, compliance with the covenants under the Loan Agreement and other factors we deem relevant. No shares have been repurchased since fiscal 2013. Approximately $11.8 million remained available for future repurchases under the authorization as of October 29, 2017.

~~Recently Issued Accounting Standards~~

~~In May 2017, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2017-09,~~ ~~Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting. ASU 2017-09 was issued to provide clarity and reduce diversity in practice, cost and complexity when applying the guidance in~~ ~~Topic 718, Compensation—Stock Compensation, to a change to the terms or conditions of a share-based payment award. The amendments in this ASU provide guidance about~~$0.18 per share, which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. Essentially, an entity will not have to account for the effects of a modification if: (a) The fair value of the modified award is the same immediately before and after the modification; (b) the vesting conditions of the modified award are the same immediately before and after the modification; and (c) the classification of the modified award as either an equity instrument or liability instrument is the same immediately before and after the modification. The amendments in ASU 2017-09 will become effective for us as of the beginning of our 2019 fiscal year on January 29, 2018. Early adoption is permitted, including adoption in any interim period. The adoption of this guidance is not expected to have a material impact upon our financial condition or results of operations.

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~~In March 2017, the FASB issued ASU 2017-07, “Compensation – Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost~~ ~~(“ASU 2017-07).” Currently, net benefit cost is reported as an employee cost within operating income. The amendment requires the bifurcation of net benefit cost. The service cost component~~ will be ~~presented with the other employee compensation costs in operating income.~~paid on September 30, 2021 to shareholders of record at September 16, 2021. The other components will be reported outside of operating income and will not be eligible for capitalization. The guidance is required to be applied on a retrospective basis for the presentation of the service cost component and the other components of net benefit cost (including gains and losses on curtailments and settlements, and termination benefits paid through plans), and on a prospective basis for the capitalization of only the service cost component of net benefit cost. Amounts capitalized into assets prior to the date of adoption should not be adjusted through a cumulative effect adjustment, but should continue to be recognized in the normal course, as for example, inventory is sold or fixed assets are depreciated. The amendments in ASU 2017-07 will become effective for us at the beginning of our 2019 fiscal year beginning on January 29, 2018. We are currently evaluating the impact the adoption of ASU 2017-17 will have on our consolidated financial statements.

~~In January 2017, the FASB issued ASU 2017-01,~~ ~~Business Combinations (Topic 805): Clarifying the Definition of a Business.~~ ASU 2017-01 provides a screen to determine when an integrated set of assets and activities (collectively referred to as a “set”) does not constitute a business. The screen requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. This screen reduces the number of transactions that need to be further evaluated. If the screen is not met, the amendments in ASU 2017-01 (a) require that to be considered a business, a set must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create output and (b) remove the evaluation of whether a market participant could replace missing elements. The amendments in ASU 2017-01 will apply prospectively and will become effective for as at the beginning of our 2019 fiscal year on January 29, 2018. The adoption of this guidance is not expected to have a material impact upon our financial condition or results of operations.

~~In February 2016, the FASB issued ASU 2016-02~~ ~~Leases, which, among other things, requires lessees to recognize~~ a right-of-use asset and a liability on the balance sheet for all leases, with the exception of short-term leases. This change will increase reported assets and liabilities by lessees– in some cases very significantly. The lease liability recognized will be equal to the present value of lease payments and the right-of-use asset will be based on the lease liability, subject to adjustment such as for initial direct costs. LeasesBoard will continue to ~~be classified as either operating or finance leases in~~evaluate the income statement. Lessor accounting remains substantially similar to current U.S. GAAP. ASU 2016-02 supersedes Topic 840, Leases. The transitional guidance for adopting the requirements of ASU 2016-02 calls for a modified retrospective approach that includes a number of optional practical expedients that entities may elect to apply. This standard is effective for public entities for annual and interim periods in fiscal years beginning after December 15, 2018, which will be the first quarter of our 2020 fiscal year. We are currently evaluating the impact that the adoption of ASU 2016-02 will have on our consolidated financial statements and have not made any decision on the method of adoption with respect to the optional practical expedients.

~~In May 2014, the FASB issued ASU 2014-09,~~ ~~Revenue from Contracts with Customers (Topic 606)~~ (“ASU 2014-09”). The amendments in ASU 2014-09 affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets unless those contracts are within the scope of other standards. This ASU will supersede the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific guidance, and creates a Topic 606, ~~Revenue from Contracts with Customers. The core principle~~appropriateness of the ~~guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers~~current dividend rate considering our performance and economic conditions in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date (“ASU 2015-14”), which defers the effective date of ASU 2014-09 for all entities by one year. ASU 2014-09 is now effective for financial statements issued for annual reporting periods beginning after December 15, 2017. We will adopt ASU No. 2014-09 on January 30, 2018, the first day of our 2019 fiscal year.

Entities may adopt this new standard either retrospectively for all periods presented in the financial statements (i.e., the full retrospective method) or as a cumulative-effect adjustment as of the date of adoption (i.e., the modified retrospective method), without applying to comparative years’ financial statements. We plan to adopt the standard using the modified retrospective method.

future quarters.

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In the process of evaluating the impact that ASU No. 2014-09 will have on our consolidated financial statements and disclosures, we have followed the five-step model imposed by the new guidance and are in the process of completing a comprehensive review of revenue streams across our reporting segments. The review includes the determination of whether a contract or an arrangement exists, the identification of performance obligations, factors affecting the determination of transaction price, such as promotional incentives and allowances, and factors affecting the classification of receipts as revenue, such as principal versus agent considerations on logistics services and our container direct sales. Our analysis to date has included reviewing material agreements, sales policies and procedures, interviewing sales and customer care management and analyzing those findings based on the five-step model described in the new standard.

As of the end of the fiscal 2018 third quarter, with the exception of the newly acquired operations of Shenandoah, we estimate our analysis is approximately fifty percent complete. Implementation matters remaining include completing our analysis, assessing accounting policy elections and disclosures under the new guidance and evaluating the systems, processes and controls to support any possible changes to our revenue recognition practices. Based on our analysis to date, we do not believe the standard will have a material effect on our financial statements. However, our analysis is not yet complete and this preliminary conclusion is subject to change. We expect our evaluation of the impact of adopting ASU No. 2014-09 to be completed in the fourth quarter of our 2018 fiscal year, which ends January 28, 2018.

Critical Accounting Policies

~~There~~

Except as discussed below, there have been no material changes to our critical accounting policies and estimates from the information provided in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” included in our ~~2017~~2021 Annual Report.

On the first day of the current fiscal year, we adopted the accounting standards outlined in Part 1, Notes to Condensed Consolidated Financial Statements, “Note 2. Recently Adopted Accounting Policies” (“Note 2”). See Note 2 for additional information related to the impact of adopting this accounting standard.

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Item 3. Quantitative and Qualitative Disclosures ~~about~~About Market Risk

We are exposed to various types of market risk in the normal course of our business, including the impact of interest rate changes, raw materials price risk and ~~fluctuations~~changes in foreign currency exchange rates, which could impact our results of operations or financial condition. We manage our exposure to this risk through our normal operating activities.

Interest Rate Risk

Borrowings under ~~our~~the revolving credit facility ~~and the Unsecured Term Loan bear~~bears interest based on LIBOR plus ~~1.5% and borrowings under the Secured Term Loan bear interest based on LIBOR plus 0.5%~~1.0%. As such, ~~these~~this debt ~~instruments expose~~instrument exposes us to market risk for changes in interest rates. There was no outstanding balance under our revolving credit facility as of ~~October 29, 2017,~~August 1, 2021, other than amounts reserved for standby letters of credit in the amount of ~~$1.5~~$6.3 million. However, as of October 29, 2017, $55.2 million was outstanding under our term loans. A 1% increase in the LIBOR rate would result in an annual increase in interest expenses on our terms loans of approximately $512,000.

Raw Materials Price Risk

We are exposed to market risk from changes in the cost of raw materials used in our domestic upholstery manufacturing ~~processes:~~processes; principally, wood, fabric and foam products. Increases in home construction activity could result in increases in wood and fabric costs. Additionally, the cost of petroleum-based foam products we utilize are sensitive to crude oil prices, which vary due to supply, demand and ~~geopolitical~~geo-political factors.

Currency Risk

For imported products, we generally negotiate firm pricing denominated in U.S. Dollars with our foreign suppliers, typically for periods of at least one year. We accept the exposure to exchange rate movements beyond these negotiated periods. We do not use derivative financial instruments to manage this risk but could choose to do so in the future. Most of our imports are purchased from suppliers located in Vietnam and China. The Chinese currency floats within a limited range in relation to the U.S. Dollar, resulting in exposure to foreign currency exchange rate fluctuations.

Since we transact our imported product purchases in U.S. Dollars, a relative decline in the value of the U.S. Dollar could increase the price we pay for imported products beyond the negotiated periods. We generally expect to reflect substantially all of the effect of any price increases from suppliers in the prices we charge for imported products. However, these changes could adversely impact sales volume or profit margins during affected periods.

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Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter ended ~~October 29, 2017.~~August 1, 2021. Based on this evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures are effective as of ~~October 29, 2017~~August 1, 2021 to provide reasonable assurance that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934, as amended, is accumulated and communicated to the Company’s management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure and are effective to provide reasonable assurance that such information is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Changes in Internal Control over Financial Reporting

On September 29, 2017, we completed the acquisition of substantially all of the assets of Shenandoah Furniture, Inc. As permitted by SEC guidance for newly acquired businesses, we intend to exclude the Shenandoah operations from the scope of our Sarbanes-Oxley Section 404 report on internal controls over financial reporting for the year ended January 28, 2018. We are in the process of implementing our internal control in the Shenandoah operations and expect that this effort will be completed in fiscal 2019.

There have been no changes in our internal control over financial reporting during the fiscal quarter ended ~~October 29, 2017,~~August 1, 2021, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

~~Item 1A. Risk Factors~~

Due to the Acquisition of Shenandoah Furniture, Inc., (the “Acquisition”) there have been changes to the risk factors described in Item 1A. “Risk Factors” in the Company's Annual Report on Form 10-K, filed with the Securities and Exchange Commission on April 14, 2017, and in the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on September 8, 2017 . For a complete discussion of the Company's risk factors, you should carefully review the detailed discussions in the "Risk Factors" and "Business" section in the Company's Annual Report on Form 10-K filed April 14, 2017 and the following risk factors:

~~We may fail to realize all of the anticipated benefits of the Acquisition.~~

While we believe the Acquisition, will be accretive to our earnings per share beginning in fiscal 2019, this expectation is based on preliminary estimates which may materially change. While we do not expect to merge operations or change customer-facing services, the success of this acquisition will depend, in part, on our ability to improve each business by sharing best practices in order to lower costs, improve efficiencies and grow sales. While we have based our expectations in part on the historical results and trends in Shenandoah’s business, there can be no assurance regarding when or the extent to which we will be able to realize these benefits. Achieving the anticipated benefits is subject to a number of uncertainties, including whether the business acquired can be operated in the manner we intend. Events outside of our control could also adversely affect our ability to realize the anticipated benefits from the acquisition. Thus, the integration of Shenandoah’s business may be unpredictable, subject to delays or changed circumstances, and we can give no assurance that the acquired business will perform in accordance with our expectations, or that our expectations with respect to integration or benefits as a result of the contemplated acquisition will materialize.

Additionally, a major asset to be acquired in this contemplated acquisition is Shenandoah’s existing customer relationships. Almost all of Shenandoah’s sales and accounts receivable are concentrated in a very small number of customers. While we believe these relationships will continue and result in profitable sales, there can be no assurance they will.

The anticipated benefits and cost savings of the acquisition may not be realized fully or at all, or may take longer to realize than expected. The integration process could result in the loss of key employees, the disruption of ongoing businesses or inconsistencies in standards, controls, procedures and policies. If the integration is not completed as planned, our ongoing business and financial results may be adversely affected, which could adversely affect our sales, earnings, financial condition and liquidity.

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Item 6.Exhibits

3.1

~~2.1~~

Asset Purchase Agreement, dated as of September 6, 2017, by and among Hooker Furniture Corporation, Shenandoah Furniture Corporation, Gideon C. Huddle and Candace H. Payne (incorporated by reference to Exhibit 2.1 of the Company’s Form 8-K (SEC File No. 000-25349) filed on September 29, 2017)

~~3.1~~

Amended and Restated Articles of Incorporation of the Company, as amended March 28, 2003 (incorporated by reference to Exhibit 3.1 of the Company’s Form 10-Q (SEC File No. 000-25349) for the quarter ended February 28, 2003)


3.2	Amended and Restated Bylaws of the Company, as amended December 10, 2013 (incorporated by reference to Exhibit 3.2 to the Company’s Annual Report on Form 10-K (SEC File No. 000-25349) for the year ended February 2, 2014)


4.1	Amended and Restated Articles of Incorporation of the Company, as amended (See Exhibit 3.1)


4.2	Amended and Restated Bylaws of the Company, as amended (See Exhibit 3.2)

	~~10.1~~
31.1*	Second Amended and Restated Loan Agreement, dated as of September 29, 2017, between Bank of America, N.A. and Hooker Furniture Corporation, Bradington-Young, LLC, Sam Moore Furniture LLC and Home Meridian Group, LLC (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K (SEC File No. 000-25349) filed on September 29, 2017)

31.1*

Rule 13a-14(a) Certification of the Company’s principal executive officer


31.2*	Rule 13a-14(a) Certification of the Company’s principal financial officer


32.1**	Rule 13a-14(b) Certification of the Company’s principal executive officer and principal financial officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101*	Interactive Data Files (formatted as Inline XBRL)

104*	Cover page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101).

101*

The following financial statements from the Company's Quarterly Report on Form 10-Q for the quarter ended October 29, 2017, formatted in Extensible Business Reporting Language (“XBRL”): (i) condensed consolidated balance sheets, (ii) condensed consolidated statements of income, (iii) condensed consolidated statements of comprehensive income, (iv) condensed consolidated statements of cash flows, and (v) the notes to the condensed consolidated financial statements

~~____________~~

*Filed herewith

** Furnished herewith

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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 thereunto duly authorized.

~~HOOKER FURNITURE CORPORATION~~

	HOOKER FURNITURE CORPORATION

Date: ~~December 8, 2017~~September 9, 2021		By: /s/Paul A. Huckfeldt
		Paul A. Huckfeldt Chief Financial Officer and Senior Vice President – Finance and Accounting

~~Paul A. Huckfeldt~~

~~Chief Financial Officer and~~

~~Senior Vice President – Finance and~~

~~Accounting~~

iso4217:USD xbrli:shares

Fair value estimates of assets acquired and liabilities assumed
Purchase price consideration
Cash paid for assets acquired, including working capital adjustment	$	32,650
Value of shares issued for assets acquired		8,000
Fair value adjustment to shares issued for assets acquired*		396
Total purchase price	$	41,046

Accounts receivable	$	3,576
Inventory		2,380
Prepaid expenses and other current assets		52
Property and equipment		5,418
Intangible assets		13,193
Goodwill		17,645
Accounts payable		(699	)
Accrued expenses		(519	)
Total purchase price	$	41,046

	13 Weeks Ended		39 Weeks Ended
	October 30, 2016		October 30, 2016
	(Pro forma)		(Pro forma)
Net Sales	$	156,570	$	434,921
Net Income	$	7,268	$	16,257
Basic EPS	$	0.63	$	1.41
Diluted EPS	$	0.62	$	1.39

	Pro Forma - Unaudited
	13 Weeks Ended		39 Weeks Ended
	October 29, 2017		October 29, 2017
	(Pro forma)		(Pro forma)
Net Sales	$	165,777	$	474,610
Net Income	$	9,218	$	24,223
Basic EPS	$	0.79	$	2.09
Diluted EPS	$	0.78	$	2.06

Fiscal Year	Amount

Remainder of 2018	$	833
2019		2,263
2020		2,263
2021		2,263
2022		2,263
Thereafter		14,640
	$	24,525

	As of October 29, 2017		%Total			As of January 29, 2017			%Total
Assets			Assets						Assets
Hooker Casegoods	$	125,232		47.5	%	$	130,917			48.6	%
Upholstery		42,636		16.2	%		31,018			11.5	%
Home Meridian		95,483		36.2	%		107,101			39.7	%
All other		509		0.2	%		554			0.2	%
Intercompany eliminations		-		0.0	%		(4	)		0.0	%
Consolidated assets	$	263,860		100.0	%	$	269,586			100	%
Consolidated goodwill and intangibles		78,657					49,110
Total consolidated assets	$	342,517				$	318,696

Unit Volume	FY18 Q3 % Change vs. FY17 Q3			Average Selling Price (ASP)	FY18 Q3 % Change vs. FY17 Q3

Hooker Casegoods		0.3	%	Hooker Casegoods		-0.7	%
Upholstery		42.5	%	Upholstery		-4.9	%
Home Meridian		8.6	%	Home Meridian		-1.7	%
All Other		-12.4	%	All Other		16.2	%
Consolidated		9.1	%	Consolidated		-0.3	%

	Operating Profit and Margin
	Thirteen Weeks Ended
	October 29, 2017					October 30, 2016					$ Change			% Change
			% Net Sales					% Net Sales
Hooker Casegoods	$	3,990		11.0	%	$	5,092		13.8	%	$	(1,102	)		-21.6	%
Upholstery		2,199		8.2	%		1,178		6.0	%		1,021			86.7	%
Home Meridian		4,607		5.0	%		3,503		4.1	%		1,104			31.5	%
All Other		409		14.6	%		165		6.1	%		244			147.9	%
Intercompany Eliminations		-					1					(1	)		-100.0	%
Consolidated	$	11,205		7.1	%	$	9,939		6.8	%	$	1,266			12.7	%

Unit Volume	FY18 YTD % Change vs. FY17 YTD			Average Selling Price (ASP)	FY18 YTD % Change vs. FY17 YTD

Hooker Casegoods		0.5	%	Hooker Casegoods		0.5	%
Upholstery		19.1	%	Upholstery		-2.9	%
Home Meridian		19.3	%	Home Meridian		-5.0	%
All Other		-4.9	%	All Other		12.2	%
Consolidated		16.7	%	Consolidated		-5.3	%

	Estimated Additional Cash Payments Due by Period (In thousands)
	Less than						More than
	1 Year		1-3 Years		3-5 Years		5 years		Total

Long-Term Debt Obligations (1)	$	1,716	$	3,432	$	6,852	$	-	$	12,000
Operating leases (2)		821		1,643		1,643		1,643		5,750


Total contractual cash obligations	$	2,537	$	5,075	$	8,495	$	1,643	$	17,750