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 May 3~~, 20~~202, 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 c~~ode)~~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, every Interactive Data File required to be submitted 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 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”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated Filer ☐	Accelerated filer ☒
Non-accelerated Filer ☐	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 ☒

Securities registered pursuant to Section 12(b) of the 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 ~~July 21, 2020,~~June 4, 2021, there were ~~11,889,968~~11,908,956 shares of the registrant’s common stock outstanding.

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements	43

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1915

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	3226

Item 4.	Controls and Procedures	3326

PART II. OTHER INFORMATION

Item 6.	Exhibits	3427

Signature		3528

~~EXPLANATORY NOTE~~

~~Reliance on SEC Relief from Filing Requirements~~

On March 25, 2020, the U.S. Securities and Exchange Commission (the “SEC”) issued an order under Section 36 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and certain rules thereunder (Release No. 34-88465) (the “Order”), which allows a registrant to delay the filing of certain reports under the Exchange Act by up to 45 days after the original due date of such report if a registrant is unable to meet the filing deadline due to circumstances related to the COVID-19 pandemic. The Order extends the deadlines for certain required filings under the Exchange Act, including Form 10-Q, by up to 45 days after the original filing deadline. Hooker Furniture Corporation (the “Company”) is relying on the Order and therefore delayed the filing of this Quarterly Report on Form 10-Q for the period ended May 3, 2020, which was originally due on June 12, 2020, due to circumstances related to the COVID-19 pandemic.

On June 12, 2020, the Company filed a Current Report on Form 8-K stating that the preparation of the Company’s Quarterly Report on Form 10-Q was delayed due to circumstances related to the COVID-19 pandemic. The adverse economic effects brought on by the COVID-19 pandemic, including reductions in the Company’s sales, earnings, and market value, as well as other changing market dynamics, triggered an interim impairment assessment and required the Company to perform a valuation of its intangible assets, such as goodwill and trade names. The Company required additional time to complete its analysis and valuation which it has now completed.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

~~HOOKER FURNITURE CORPORATION AND SUBSIDIARIES~~

~~CONDENSED CONSOLIDATED BALANCE SHEETS~~

~~(In thousands)~~

HOOKER FURNITURE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

As of

May 3,

February 2,

2020

2020

(unaudited)

Assets

Current assets

    Cash and cash equivalents
$ 51,240 $ 36,031
    Trade accounts receivable, net
63,852 87,653
    Inventories
82,050 92,813
    Income tax recoverable
1,618 751
    Prepaid expenses and other current assets
5,545 4,719
         Total current assets
204,305 221,967
Property, plant and equipment, net
29,256 29,907
Cash surrender value of life insurance policies
25,603 24,888
Deferred taxes
12,905 2,880
Operating leases right-of-use assets
37,786 39,512
Intangible assets, net
28,025 33,371
Goodwill
490 40,058
Other assets
1,112 1,125
         Total non-current assets
135,177 171,741
               Total assets
$ 339,482 $ 393,708

Liabilities and Shareholders’ Equity

Current liabilities

    Current portion of term loans
$ 28,170 $ 5,834
    Trade accounts payable
13,396 25,493
    Accrued salaries, wages and benefits
3,271 4,933
    Customer deposits
4,024 3,351
    Current portion of lease liabilities
6,162 6,307
    Other accrued expenses
2,490 4,211
         Total current liabilities
57,513 50,129
Long term debt
- 24,282
Deferred compensation
11,310 11,382
Lease liabilities
32,581 33,794
Total long-term liabilities
43,891 69,458
              Total liabilities
101,404 119,587

Shareholders’ equity

    Common stock, no par value, 20,000 shares authorized,
11,871 and 11,838 shares issued and outstanding on each date
52,187 51,582
    Retained earnings
186,540 223,252
    Accumulated other comprehensive loss
(649 ) (713 )
              Total shareholders’ equity
238,078 274,121
                   Total liabilities and shareholders’ equity
$ 339,482 $ 393,708

As of	May 2,			January 31,
	2021			2021
	(unaudited)
Assets
Current assets
Cash and cash equivalents	$	61,596		$	65,841
Trade accounts receivable, net		91,336			83,290
Inventories		81,475			70,159
Prepaid expenses and other current assets		6,240			4,432
Total current assets		240,647			223,722
Property, plant and equipment, net		27,853			26,780
Cash surrender value of life insurance policies		25,935			25,365
Deferred taxes		12,400			14,173
Operating leases right-of-use assets		32,800			34,613
Intangible assets, net		25,641			26,237
Goodwill		490			490
Other assets		1,549			893
Total non-current assets		126,668			128,551
Total assets	$	367,315		$	352,273

Liabilities and Shareholders’ Equity
Current liabilities
Trade accounts payable	$	39,589		$	32,213
Accrued salaries, wages and benefits		6,084			7,136
Income tax accrual		1,536			501
Customer deposits		7,259			4,256
Current portion of lease liabilities		6,381			6,650
Other accrued expenses		2,796			3,354
Total current liabilities		63,645			54,110
Deferred compensation		11,127			11,219
Lease liabilities		27,980			29,441
Total long-term liabilities		39,107			40,660
Total liabilities		102,752			94,770

Shareholders’ equity
Common stock, no par value, 20,000 shares authorized, 11,909 and 11,888 shares issued and outstanding on each date		53,004			53,323
Retained earnings		212,291			204,988
Accumulated other comprehensive loss		(732	)		(808	)
Total shareholders’ equity		264,563			257,503
Total liabilities and shareholders’ equity	$	367,315		$	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 OPERATIONS

(In thousands, except per share data)

(Unaudited)

Thirteen Weeks Ended

May 3,

May 5,

2020

2019

Net sales
$ 104,597 $ 135,518

Cost of sales
85,944 110,001

      Gross profit
18,653 25,517

Selling and administrative expenses
19,177 22,016
Goodwill impairment charges
39,568 -
Trade name impairment charges
4,750 -
Intangible asset amortization
596 596

        Operating (loss)/income
(45,438 ) 2,905

Other expense, net
(42 ) (62 )
Interest expense, net
208 341

      (Loss)/income before income taxes
(45,688 ) 2,502

Income tax (benefit)/expense
(10,869 ) 515

       Net (loss)/income
$ (34,819 ) $ 1,987

(Loss) / earnings per share

       Basic
$ (2.95 ) $ 0.17
       Diluted
$ (2.95 ) $ 0.17

Weighted average shares outstanding:

       Basic
11,798 11,769
       Diluted
11,798 11,805

Cash dividends declared per share
$ 0.16 $ 0.15

	Thirteen Weeks Ended
	May 2,		May 3,
	2021		2020

Net sales	$	162,861	$	104,597

Cost of sales		129,279		85,944

Gross profit		33,582		18,653

Selling and administrative expenses		20,743		19,177
Goodwill impairment charges		0		39,568
Trade name impairment charges		0		4,750
Intangible asset amortization		596		596

Operating income/(loss)		12,243		(45,438	)

Other income/(expense), net		4		(42	)
Interest expense, net		31		208

Income/(loss) before income taxes		12,216		(45,688	)

Income tax expense/(benefit)		2,773		(10,869	)

Net income/(loss)	$	9,443	$	(34,819	)

Earnings/(loss) per share
Basic	$	0.79	$	(2.95	)
Diluted	$	0.78	$	(2.95	)

Weighted average shares outstanding:
Basic		11,833		11,798
Diluted		11,972		11,798

Cash dividends declared per share	$	0.18	$	0.16

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 (LOSS)/INCOME~~

~~(In thousands)~~

~~(Unaudited)~~

Thirteen Weeks Ended

May 3,

May 5,

2020

2019

Net (loss)/Income
$ (34,819 ) $ 1,987
       Other comprehensive income (loss):

                 Amortization of actuarial loss
84 37
                 Income tax effect on amortization
(20 ) (9 )
        Adjustments to net periodic benefit cost
64 28

Total Comprehensive (Loss)/Income
$ (34,755 ) $ 2,015

~~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 FLOW~~SCOMPREHENSIVE INCOME/(LOSS)

(In thousands)

(Unaudited)

For the

Thirteen Weeks Ended

May 3,

May 5,

2020

2019

Operating Activities:

Net (loss)/income
$ (34,819 ) $ 1,987
Adjustments to reconcile net income to net cash
provided by operating activities:

Goodwill and intangible asset impairment charges
44,318 -
Depreciation and amortization
1,685 1,716
Gain on disposal of assets
- (274 )
Deferred income tax expense
(10,045 ) 2,344
Noncash restricted stock and performance awards
605 463
(Benefit from)/provision for doubtful accounts and sales allowances
(328 ) 862
Gain on life insurance policies
(571 ) (555 )
Changes in assets and liabilities:

Trade accounts receivable
24,129 33,451
Inventories
10,763 (5,561 )
Income tax recoverable
(867 ) -
Prepaid expenses and other current assets
(1,468 ) (3,186 )
Trade accounts payable
(12,149 ) (8,165 )
Accrued salaries, wages, and benefits
(1,661 ) (3,266 )
Accrued income taxes
- (1,867 )
Customer deposits
673 3,117
Operating lease liabilities
367 (167 )
Other accrued expenses
(1,720 ) (664 )
Deferred compensation
12 51
              Net cash provided by operating activities
$ 18,924 $ 20,286

Investing Activities:

Purchases of property and equipment
(380 ) (1,527 )
Proceeds received on notes from sale of assets
- 1,449
Premiums paid on life insurance policies
(162 ) (157 )
Proceeds received on life insurance policies
673 -
              Net cash provided/(used in) by investing activities
131 (235 )

Financing Activities:

Payments for long-term debt
(1,952 ) (1,464 )
Cash dividends paid
(1,894 ) (1,768 )
              Cash used in financing activities
(3,846 ) (3,232 )

Net increase in cash and cash equivalents
15,209 16,819
Cash and cash equivalents - beginning of year
36,031 11,435
Cash and cash equivalents - end of quarter
$ 51,240 $ 28,254

Supplemental disclosure of cash flow information:

Cash paid for interest, net
$ 240 $ 329
Cash paid for income taxes
43 38

Non-cash transactions:

Decrease in lease liabilities arising from obtaining right-of-use assets
$ (3 ) $ -
Increase in property and equipment through accrued purchases
51 743

	Thirteen Weeks Ended
	May 2,			May 3,
	2021			2020

Net Income/(Loss)	$	9,443		$	(34,819	)
Other comprehensive income (loss):
Amortization of actuarial loss		100			84
Income tax effect on amortization		(24	)		(20	)
Adjustments to net periodic benefit cost		76			64

Total Comprehensive Income/(Loss)	$	9,519		$	(34,755	)

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

Table of Contents

~~HOOKER FURNITURE CORPORATION AND SUBSIDIARIES~~

~~CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY~~

~~(In thousands, except per share data)~~

~~(Unaudited)~~

HOOKER FURNITURE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

Accumulated

Other

Total

Common Stock

Retained

Comprehensive

Shareholders'

Shares

Amount

Earnings

Income (loss)

Equity

      Balance at February 3, 2019
11,785 $ 49,549 $ 213,380 $ 247 $ 263,176
Net income
1,987 1,987
Unrealized loss on defined benefit plan, net of tax of $9
28 28
Cash dividends paid and accrued ($0.15 per share)
(1,768 ) (1,768 )
Restricted stock grants, net of forfeitures
31 344 344
Restricted stock compensation cost
174 174
Recognition of PSUs as equity-based awards
681 681
      Balance at May 5, 2019
11,816 $ 50,748 $ 213,599 $ 275 $ 264,622

      Balance at February 2, 2020
11,838 $ 51,582 $ 223,252 $ (713 ) $ 274,121
Net loss
(34,819 ) (34,819 )
Unrealized loss on defined benefit plan, net of tax of $20
64 64
Cash dividends paid and accrued ($0.16 per share)
(1,893 ) (1,893 )
Restricted stock grants, net of forfeitures
33 169 169
Restricted stock compensation cost
218 218
Recognition of PSUs as equity-based awards
218 218
      Balance at May 3, 2020
11,871 $ 52,187 $ 186,540 $ (649 ) $ 238,078

	For the
	Thirteen Weeks Ended
	May 2,			May 3,
	2021			2020
Operating Activities:
Net income/(loss)	$	9,443		$	(34,819	)
Adjustments to reconcile net income to net cash provided by operating activities:
Goodwill and intangible asset impairment charges		0			44,318
Depreciation and amortization		1,714			1,685
Deferred income tax expense		1,749			(10,045	)
Noncash restricted stock and performance awards		(319	)		605
Benefit from doubtful accounts and sales allowances		(791	)		(328	)
Gain on life insurance policies		(439	)		(571	)
Changes in assets and liabilities:
Trade accounts receivable		(7,255	)		24,129
Inventories		(11,316	)		10,763
Income tax recoverable		0			(867	)
Prepaid expenses and other current assets		(2,441	)		(1,468	)
Trade accounts payable		7,373			(12,149	)
Accrued salaries, wages, and benefits		(1,053	)		(1,661	)
Accrued income taxes		1,035			0
Customer deposits		3,004			673
Operating lease liabilities		84			367
Other accrued expenses		(558	)		(1,720	)
Deferred compensation		8			12
Net cash provided by operating activities	$	238		$	18,924

Investing Activities:
Purchases of property and equipment		(2,188	)		(380	)
Premiums paid on life insurance policies		(155	)		(162	)
Proceeds received on life insurance policies		0			673
Net cash (used in)/provided by investing activities		(2,343	)		131

Financing Activities:
Cash dividends paid		(2,140	)		(1,894	)
Payments for long-term debt		0			(1,952	)
Cash used in financing activities		(2,140	)		(3,846	)

Net (decrease)/increase in cash and cash equivalents		(4,245	)		15,209
Cash and cash equivalents - beginning of year		65,841			36,031
Cash and cash equivalents - end of quarter	$	61,596		$	51,240

Supplemental disclosure of cash flow information:
Cash paid for interest, net	$	0		$	240
Cash (refund)/paid for income taxes		(9	)		43

Non-cash transactions:
Increase/(decrease) in lease liabilities arising from obtaining right-of-use assets	$	6		$	(3	)
Increase in property and equipment through accrued purchases		3			51

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

Table of Contents

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

(Dollar and share amounts in tables, except per share amounts, in thousands unless otherwise indicated)

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”). 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 ~~February 2, 2020~~January 31, 2021 (“~~2020~~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 thirteen-week period (also referred to as “three months,” “three-month period,” “quarter,” “first quarter” or “quarterly period”) that began February ~~3, 2020~~1, 2021 and ended May ~~3, 2020.~~2, 2021. This report discusses our results of operations for this period compared to the thirteen-week period that began February ~~4, 2019~~3, 2020 and ended May ~~5, 2019;~~3, 2020; and our financial condition as of May ~~3, 2020~~2, 2021 compared to ~~February 2, 2020.~~January 31, 2021.

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

In ~~June 2016,~~August 2018, the FASB issued ASU ~~2016-13, Financial Instruments—Credit Losses (Topic 326). This update seeks~~No. 2018-14, Compensation —Retirement Benefits —Defined Benefit Plans —General (Subtopic 715-20) —Disclosure Framework —Changes to ~~provide financial statement users with more decision-useful information about~~ the ~~expected credit losses on financial instruments, including trade receivables, and other commitments to extend credit held by a reporting entity at each reporting date.~~Disclosure Requirements for Defined Benefit Plans (“ASU 2018-14”). The amendments ~~require an entity to replace~~in this update change the ~~incurred loss impairment methodology in current GAAP with a methodology~~disclosure requirements for employers that ~~reflects current expected credit losses~~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 ~~consideration of a broader range of reasonable and supportable information to inform credit loss estimates.~~new disclosures that the FASB considers pertinent. The ~~amendments are~~guidance is effective for fiscal years ~~and interim periods within those fiscal years, beginning~~ending after December 15, ~~2019.~~2020. We adopted this guidance in the ~~provisions of Topic 326 on February 3, 2020, the~~fiscal 2022 first ~~day of our 2021 fiscal year.~~quarter. The adoption of ~~this standard~~ASU 2018-14 did not have a material ~~effect~~impact on our ~~condensed~~ consolidated financial statements or ~~results of operations. We will continue to actively monitor the impact of the COVID-19 pandemic on expected credit losses.~~disclosures.

In December 2019, the FASB issued ASU 2019-12, Income Tax (Topic 740) – Simplifying the Accounting for Income Taxes. The amendments in this Update simplify the accounting for income taxes by removing certain exceptions for intraperiod tax allocation, the recognition of deferred tax liabilities after an investment in a foreign entity transitions to or from the equity method, and the general methodology for calculating income taxes in an interim period when a year-to-date loss exceeds the anticipated loss for the year. The amendments also introduce new guidance on determining how to apply the income tax guidance to franchise taxes that are partially based on income, clarifying the accounting for transactions that result in a step-up in the tax basis of goodwill, and the effect of an enacted change in tax laws or rates in the annual effective tax rate computation in the interim period. The amendments are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. We elected to adopt ASU 2019-12 on February 3, 2020, the first day of our 2021 fiscal year. The adoption of this standard impacted our condensed consolidated balance sheets and statements of operations by $4.0 million. See Note 12 Income Taxes for additional details.

~~“Receivable from factor” represented amounts due with respect to factored accounts receivable. The agreement was discontinued in early fiscal 2021.~~

Fair value is the price that would be received upon the sale of an asset or paid upon the transfer of a liability (an 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:

As of May ~~3, 2020~~2, 2021 and ~~February 2, 2020,~~January 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.

Our assets measured at fair value on a recurring basis at May ~~3, 2020~~2, 2021 and ~~February 2, 2020,~~January 31, 2021, were as follows:

The adverse economic effects brought on by the COVID-19 pandemic, including reductions in our sales, earnings, and market value, as well as other changing market dynamics, required that we perform a valuation of our intangible assets. We hired an external service provider to perform the valuation of our goodwill and intangible assets..

The calculation methodology for the fair value of our Home Meridian segment and the Shenandoah division of our Domestic Upholstery segment included three approaches: the Discounted Cash Flow Method (DCF) which was given the largest weighting, the Guideline Public Company Method (GPCM) based on the consideration of the facts of the Company’s peer competitors and the Guideline Transaction Method (GTM) based on consideration of transactions with varying risk profiles, geographies and market conditions.

The Discounted Cash Flow Method was used as the valuation methodology for our trade names and trademarks, based on cash flow projections and growth rates for each trade name for five years in the future provided by management, and a royalty rate benchmark for companies with similar activities.

As a result of our intangible asset valuation analysis, we recorded $44.3 million non-cash impartment charges including $23.2 million to Home Meridian goodwill, $16.4 million to Shenandoah goodwill, and $4.8 million to certain of Home Meridian segment’s trade names.7.Intangible Assets

Our amortizable intangible assets are recorded in our Home Meridian and Domestic Upholstery segments. The carrying amounts and changes therein of those amortizable intangible assets were as follows:

For the remainder of fiscal ~~2021,~~2022, amortization expense is expected to be approximately $1.8 million.

In fiscal 2020, we adopted Accounting Standards Codification Topic 842 Leases. We recognized ~~$144,000~~$146,000 sub-lease income for the three-month period ended May ~~3, 2020.~~2, 2021. The components of lease cost and supplemental cash flow information for leases for the three-months ended May ~~3, 2020~~2, 2021 were:

The right-of-use assets and lease liabilities recorded on our Condensed Consolidated Balance Sheets as of May ~~3, 2020 were:~~2, 2021 and January 31, 2021 were as follows:

The weighted-average remaining lease term is ~~7.3~~6.6 years. We used our incremental borrowing rate which is LIBOR plus 1.5% at the adoption date. The weighted-average discount rate is ~~3.99%~~2.2%.

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 May ~~3, 2020:~~2, 2021:

Due to the COVID-19 pandemic, we received concessions on several of our leases, including changes in lease terms and deferred rent payments. We accounted for the concessions as lease modifications. None of the modifications had a material effect on our condensed consolidated financial statements or results of operations. As of May ~~3, 2020, we did not have any~~2, 2021, the Company had an additional ~~operating or finance leases~~lease for a warehouse in Georgia that had not yet ~~commenced.~~commenced with estimated future minimum rental commitments of approximately $28 million. This lease is expected to commence in Fall of 2021 with an initial lease term of 10 years. Since the lease has not commenced, the undiscounted amounts are not included in the table above.

As of May ~~3, 2020,~~2, 2021, we had an aggregate ~~$25.7~~$28.7 million available under ~~the Existing Revolver~~our $35 million revolving credit facility (the “Existing Revolver”) to fund working capital needs. Standby letters of credit in the aggregate amount of ~~$4.3~~$6.3 million, used to collateralize certain insurance arrangements and for imported product purchases, were outstanding under the revolving credit facility as of May ~~3, 2020.~~2, 2021. There were no additional borrowings outstanding under the Existing Revolver as of May ~~3, 2020.~~

We currently have one unsecured term loan and one secured term loan outstanding and a revolving credit facility. The term loans are related to the Home Meridian acquisition. The full remaining principal amounts of $28.2 million on our term loans are due on February 1, 2021. We expect to refinance the balance of our term loans and any balance due under our revolving credit facility (currently $0) during fiscal2, 2021.

We maintain two “frozen” retirement plans, which are paying benefits and may include active employees among the participants. We do not expect to add participants to these plans in the future. The two plans include:

The SRIP and SERP plans are unfunded plans. We paid $178,000 in the first quarter of fiscal 2021 and expect to pay a total of approximately $551,000 in benefit payments from our general assets during the remainder of fiscal 2021 to fund SRIP and SERP payments.

We refer you to the discussion of Earnings Per Share in Note 2. Summary of Significant Accounting Policies, in the financial statements included in our ~~2020~~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:

The number of outstanding restricted shares increased due primarily to grants of restricted shares to a larger population of our non-executive employees as an incentive for retention and alignment of individual performance to our values.

All restricted shares, RSUs and 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:

We recorded inincome tax expense of $2.8 million for the fiscal ~~2021~~2022 first quarter, ~~approximately 36,000 potentially dilutive shares would have been antidilutive and are therefore excluded from the calculation above.~~

~~We recorded~~compared to income tax benefit of $10.9 million for the ~~fiscal 2021 first quarter,~~comparable prior year period, of which ~~income tax benefit of~~ $10.6 million was recorded related to goodwill and trade name impairment ~~charges, compared to $515,000 income tax expense for the comparable prior year period.~~charges. The effective tax rates for the fiscal ~~2021~~2022 and ~~2020~~2021 first quarters were ~~23.8%~~22.7% and ~~20.6%~~23.8%, respectively.

~~An entity is required to make its best estimate of the annual effective~~No material and non-routine positions have been identified that are uncertain tax rate for the full fiscal year at the end of each interim period and to use this rate to calculate its income taxes on a year-to-date basis. Under the current income tax guidance, there is an exception that when the year-to-date loss for an interim period exceeds the projected loss for the full fiscal year, the income tax benefit recognized year-to-date is limited to the amount of benefit that would be recognized if the year-to-date loss were the anticipated loss for the full fiscal year. ASU 2019-12 removes this exception and no longer limits the computed benefit. We elected to early adopt ASU 2019-12 in the first quarter of fiscal 2021 and recognized an additional $4.0 million of tax benefit that exceeds our anticipated annual income tax benefit.positions.

~~The net unrecognized tax benefits as of May 3, 2020 and February 2, 2020, which, if recognized, would affect our effective tax rate are $3,000.~~

Tax years ending January ~~29, 2017~~28, 2018 through ~~February 2, 2020~~January 31, 2021 remain subject to examination by federal and state taxing authorities.

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 ASC 280 Segments (“ASC 280”), which are to allow the users of our financial statements to:

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. In the fourth quarter of fiscal 2020, we updated our reportable segments as follows: domestic upholstery producers Bradington-Young, Sam Moore and Shenandoah Furniture were moved from All Other and aggregated into a new reportable segment called “Domestic Upholstery.” All Other now consists of H Contract and Lifestyle Brands. Lifestyle Brands is a business in its start-up phase targeted at the interior designer channel. The Hooker Branded and Home Meridian segments were unchanged. Therefore, forFor financial reporting purposes, we are organized into ~~three~~3 reportable segments and “All Other”, which includes the remainder of our businesses:

The following table presents segment information for the periods, and as of the dates, indicated. ~~Prior-year information has been recast to reflect the changes in segments discussed above:~~

On June ~~2, 2020,~~3, 2021, our board of directors declared a quarterly cash dividend of ~~$0.16~~$0.18 per share, which ~~was~~will be paid on June 30, ~~2020~~2021 to shareholders of record at June 16, ~~2020.~~2021.

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 segment information. All references to the “Hooker”, “Hooker Division”, “Hooker Legacy Brands” or “traditional Hooker” divisions or companies refer to the current components of our Hooker Branded segment, the Domestic Upholstery Segment including Bradington-Young, Sam Moore, and Shenandoah Furniture, and All Other which includes H Contract and Lifestyle Brands.

~~References to the “Shenandoah acquisition” refer to the acquisition of substantially all of the assets of Shenandoah Furniture, Inc. on September~~ ~~29, 2017.~~ ~~References to the “HMI acquisition” refer to the acquisition of substantially all of the assets of Home Meridian International, Inc. on February 1, 2016.~~

Certain statements made in this report, including statements 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 negatives thereof, or other variations 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:

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.

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 Statements detailed above and Item 1A, “Risk Factors” in our ~~2020~~2021 annual report on Form 10-K (the ~~“2020~~“2021 Annual Report”).

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.

This quarterly report on Form 10-Q includes our unaudited condensed consolidated financial statements for the thirteen-week period (also referred to as “three months,” “three-month period,” “quarter,” “first quarter” or “quarterly period”) that began February ~~3, 2020~~1, 2021 and ended May ~~3, 2020.~~2, 2021. This report discusses our results of operations for this period compared to the ~~2020~~2021 fiscal year thirteen-week period that began February ~~4, 2019~~3, 2020 and ended May ~~5, 2019;~~3, 2020; and our financial condition as of May ~~3, 2020~~2, 2021 compared to ~~February 2, 2020.~~January 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 the end of fiscal 2022 first quarter, order backlog had increased $32.4 million or 13% as compared to the end of fiscal 2021 and increased $188.9 million or 206% as compared to the prior-year first quarter end, due to increased incoming orders in all three reportable segments as well as 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 at least into 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 ~~2020~~2021 Annual Report. Our ~~2020~~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.

Our ~~2020~~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.

Hooker Furniture Corporation, 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 2019 shipments to U.S. retailers, according to a 2020 survey by a leading trade publication.

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

As discussed in greater detail under “Results of Operations” below, the following are the primary factors that affected our consolidated fiscal 2022 first quarter results of operations:

We are pleased to report fiscal 2022 first quarter results with strong rebound and record growth one year after the severe onset of the COVID-19 pandemic as the Company witnessed the most significant downturn in its history in the prior year. Despite logistics challenges that impacted our Hooker Branded and Home Meridian segments and some raw material shortages affecting our Domestic Upholstery segment, consolidated net sales increased by 55.7% or $58.3 million as compared to the prior year period with all three reportable segments delivering significant revenue growth, driven by industry-wide ongoing high demand and consumer interest in home furnishings and home-related projects.

The Hooker Branded segment’s net sales increased by $24.2 million or 89% versus the prior year period as incoming orders nearly doubled and finished the quarter with a backlog that more than tripled versus the prior year first quarter end. The majority of Hooker Branded sales are shipped out of U.S. warehouses and because we source product on a consistent weekly basis, we were better able to flow imports from Asia and utilize lower cost freight contracts, which helped reduce the unfavorable impacts of vessel space and container shortages and domestic trucking availability. Additionally, we were also able to sell some slower-moving inventory from our warehouses. As the result of this higher sales volume, transportation cost containment, and to a lesser extent lower discounting, this segment remained highly profitable and contributed over 75% of consolidated operating profit during the quarter.

The Home Meridian segment’s net sales increased by $26.7 million or 46.4% in the fiscal 2022 first quarter versus the fiscal 2021 first quarter due to increased sales with major furniture chains and retail stores driven by increased demand and incoming orders. The Pulaski Furniture, Samuel Lawrence Furniture and Prime Resources International divisions experienced increased incoming orders and reported significantly increased net sales. However, profits on these increased sales were largely offset by higher freight costs as the result of continued global supply chain challenges. Freight costs have a more material and adverse impact on the Home Meridian segment compared to Hooker Branded segment due to relatively lower value of each of Home Meridian’s containers and Home Meridian’s greater reliance on the spot market for container freight. Net sales in the Accentrics Home division, which focuses on the e-commerce channel, increased slightly versus the prior year period as inventory availability had a more adverse impact on its sales, since ecommerce customers generally expect immediate shipment. The HMidea division’s sales to its Club accounts remained stable; however, current sales volumes are 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 a result of continued low building and remodeling activity in the hospitality industry as it continues its slow climb out of the depths of the COVID crisis. The Home Meridian segment finished the quarter with a small operating profit and backlog tripled as compared to the prior year quarter end. Freight surcharges and price increases were imposed during the quarter to try to mitigate these increased costs; however these customer increases often trail the increases passed on by our suppliers.

The Domestic Upholstery segment’s net sales increased by $7.7 million or 45.9% in the fiscal 2022 first quarter versus the prior year period due to significantly increased sales volume at all three divisions. (In response to the COVID-19 restrictions and reduced orders, we temporarily closed our manufacturing plants at Bradington-Young and Shenandoah for about a month during the prior year first quarter, and Sam Moore operated at about 50% capacity. As a result, these divisions did not report sales or reported sales at much lower levels during that month.) Although we are encouraged by 156% higher incoming orders during this quarter, we started to experience foam shortages and inflation in certain raw materials, such as foam, lumber, plywood, fabric and mechanisms. These manufacturing constraints led to reduced production levels later this quarter, which adversely impacted sales volume and led to operating inefficiencies in this segment. We believe the foam shortage is beginning to ~~leverage~~show signs of improvement and we are increasing prices to our customers where possible to offset increased raw material costs.

All Other’s net sales decreased by $368,000 or 12.3% as compared to the prior year period due principally to 16.6% sales decrease at H Contract. The senior living industry, which comprises the majority of H Contract’s business, has not yet recovered from the COVID-19 crisis. However, we believe the ongoing vaccination progress has helped the senior living industry as H Contract’s incoming orders increased by 9.5% during the quarter and backlog was 35% higher than prior year quarter end. Despite the sale decline, H Contract still reported operating income for the quarter. Lifestyle Brands, a new business started in fiscal 2019, also reported a profit.

We used $238,000 generated from operating activities and existing cash on hand to pay $2.2 million of capital expenditures to enhance our business systems and facilities and $2.1 million in cash dividends to our shareholders. Cash and cash equivalents stood at $61.6 million at fiscal 2022 first quarter-end, a decrease of $4.2 million compared to the balance at fiscal 2021 year-end. Meanwhile, our inventory balance increased $11.3 million as production capacity at our Asian suppliers continues to return to pre-pandemic levels. We expect our cash balances to decrease as we continue to build inventories to meet increased customer demand. In addition to our cash balance, we have an aggregate of $28.7 million available under our existing revolver to fund working capital needs, which we believe we have the financial ~~strength afforded us by Hooker’s slower-growing but highly profitable traditional businesses~~resources to fund our business operations, including weathering the logistics issues, cost increases and production capacity constraints which are currently impacting our industry.

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

Fiscal 2022 First Quarter Compared to ~~boost revenues~~Fiscal 2021 First Quarter

Consolidated net sales increased significantly due to strong sales in all three reportable segments compared to the prior year period.

Consolidated gross profit and ~~earnings~~margin both ~~organically~~increased in the fiscal 2022 first quarter as compared to the prior year period.

Consolidated selling and ~~by acquiring companies selling~~administrative (“S&A”) expenses increased in ~~faster-growing channels~~absolute terms while decreased as a percentage of ~~distribution~~net sales in ~~which our traditional businesses are under-represented. Consequently, Hooker acquired~~ the ~~business of Home Meridian on February 1, 2016 and Shenandoah Furniture on September 29, 2017.~~fiscal 2022 first quarter versus the prior year period.

We believe our acquisition of Home Meridian has better positioned us in some of the fastest growing and advantaged channels of distribution, including e-commerce, warehouse membership clubs and hospitality furniture. While growing faster than industry average, these channels tend to operate at lower margins.

In the prior year first quarter, we recorded $23.2 million and $16.4 million in non-cash impairment charges to write down goodwill in Home Meridian segment and the Shenandoah division under Domestic Upholstery segment, respectively. We also ~~believe our acquisition of Shenandoah Furniture, a North Carolina-based domestic upholsterer has better positioned us~~recorded $4.8 million non-cash impairment charges to write down tradenames in the ~~“lifestyle specialty” retail distribution channel. For that channel, domestically- produced, customizable upholstery is extremely viable~~Home Meridian segment.

Intangible asset amortization expense stayed the same compared to the prior year first quarter.

Operating profitability increased in absolute terms and ~~preferred by~~as a percentage of net sales, due to the ~~end consumers who shop at retailers~~factors discussed above.

Consolidated interest expense decreased in ~~that channel.~~fiscal 2022 first quarter primarily due to the payoff of our term loans in fiscal 2021 fourth quarter.

We recorded income tax expense of $2.8 million for the fiscal 2022 first quarter compared to income tax benefit of $10.9 million for the comparable prior year period. The effective tax rates for the fiscal 2022 and 2021 first ~~quarter, COVID-19 was recognized as a global pandemic. Federal, state~~quarters were 22.7% and local governments in the U.S and elsewhere have imposed restrictions on travel and business operations and are advising or requiring individuals to limit or eliminate time outside of their homes. Temporary closures of certain businesses were also ordered in certain jurisdictions and other businesses temporarily closed voluntarily. Consequently, the COVID-19 outbreak severely restricted the level of economic activity in the U.S. and around the world.23.8%, respectively.

We monitor information on COVID-19 from the ~~Centers for Disease Control and Prevention (“CDC”)~~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, ~~most~~much of our administrative staff are telecommuting. For those administrative staff not telecommuting and our warehouse and domestic manufacturing employees, we have implemented appropriate social distancing ~~and mask~~ policies ~~instituted daily temperature checks~~ and have stepped-up facility cleaning at each location. Non-essential domestic travel for our employees has ceased and international travel has been prohibited ~~outright.~~out-right. Testing, treatment and ~~treatment~~vaccinations for COVID-19 isare 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 virus and other issues. In addition, we are offering temporary paid leave to employees diagnosed with the virus (and those associates with another diagnosed person or persons in their household) and are working to accommodate associates with child-care issues related to school or day-care ~~closures~~closures.

~~To address the financial impact of the virus,~~local governments have eased restrictions on retail activities, we have ~~delayed non-essential capital spending~~seen a significant improvement in our business conditions, including order rates, profitability, and ~~have implemented other cost-cutting measures,~~financial condition. We continue to cautiously make decisions regarding our financial resources to weather and adapt to changes in market conditions, including ~~abbreviated shifts, furloughs, the temporary closure~~any remaining impacts of ~~our domestic manufacturing plants, staff reductions, temporary fee reductions for our Board of Directors, temporary salary reductions for officers~~COVID-19 and ~~other managers, rationalizing current import purchase~~future pandemics.

Our consolidated orders and backlogs are more than double historical norms as we head into the summer months. Given this strong position, we are ~~working~~cautiously optimistic, considering the industry-wide supply chain, logistics and raw materials shortages and inflation.

We continue to manage our logistics issues, with ~~our vendors to cut~~the goal of minimizing costs and ~~extend payment terms where~~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 we ~~can.~~have mitigated these dynamics as much as possible through surcharges and price increases, but these increases often trail price increases received by logistics partners and suppliers. Additionally, these supply-side factors are unpredictable and often involve frequent, unexpected changes with little or no notice.

~~Demand~~We believe that several macroeconomic factors provide a nice 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 ~~appears to be increasing~~purchases. However, we expect increased competition for consumer discretionary income from industries such as ~~order~~travel, apparel, dining out and in-person events as vaccination rates in all divisions have increased. Orders plummeted over 70% year over year in March and approximately 65% year over year in April. Cancellations of stock orders by large customers and deferred orders from retailers who closed their stores during the shutdown partially drove the steep declines. Orders declined significantly during the first few weeks of May but then recovered resulting in an about a 5% overall reduction for the full month compared to the prior year. Fiscal June and July orders have continued this positive trend.increase.

Consolidated net sales for the fiscal 2021 first quarter decreased by $30.9 million or 22.8% as compared to the prior year period, from $135.5 million to $104.6 million. Nearly 50% of the sales decrease occurred in April, the first full month we operated under COVID-19 crisis conditions, which caused greatly reduced demand for our products. We experienced significant sales decreases in all three reportable segments during the fiscal 2021 first quarter. Hooker Branded’s net sales decreased by $12.4 million or 31.4%, Home Meridian’s net sales decreased by $10.0 million or 14.7% and Domestic Upholstery’s net sales decreased by $8.5 million or 33.7%. All Other net sales stayed essentially flat, all as compared to the fiscal 2020 first quarter.

The adverse economic effects brought on by the COVID-19 pandemic triggered an interim intangible asset impairment analysis which required us to perform a valuation of our intangible assets. As a result of the valuation analysis, we recorded $44.3 million in non-cash impairment charges to write down goodwill and tradenames in our Home Meridian segment and goodwill in the Shenandoah division of our Domestic Upholstery segment. Our stock price was near a six-year low at the impairment measurement date at the end of the fiscal 2021 first quarter, which was near the zenith of the COVID-19 crisis to that point. Our deflated quarter-end market valuation was one of the primary inputs in the valuation analysis and the analysis indicated these assets were impaired and it was appropriate to write them down.

Primarily due to the impairment charge, but also due to lower sales, and despite cost cutting measures (described further on page 23), for the first time since the housing crisis over a decade ago, we reported quarterly operating and net losses in the fiscal 2021 first quarter. Consolidated net loss was $34.8 million compared to $2.0 million of net income reported in the fiscal 2020 first quarter. Loss per share was $2.95 as compared to earnings per share of $0.17 in the comparable prior year period.

~~As discussed in greater detail under “Results~~While we expect the extraordinary levels of ~~Operations” below, the following are the primary factors that affected our consolidated fiscal 2021 first quarter results of operations:~~

Fiscal 2021 started on a positive note with increased incoming orders in February as compared with the prior year; however, the COVID-19 pandemic significantly impacted our business in March and April. Consolidated net sales decreased by about 23% compared to prior year first quarter. Decreased demand for home furnishings driven by the temporary closure of many of our customers’ stores and continuing deterioration in the retail environment were the primary drivers of the decline in orders and sales. We reported operating and net losses for the first time in over a decade. On a more positive note, our e-commerce sales continued to ~~grow even in the current muted retail environment, which has proven the value of our strategy of pursuing multiple distribution channels at multiple price points.~~

The Hooker Branded segment’s net sales decreased $12.4 million or 31.4% in the fiscal 2021 first quarter, driven by reduced demand. The majority of this segment’s customers are traditional furniture stores and small or regional chains, most of which were closed since late March, leading to nearly 30% incoming order decline in the segment. Despite the sales decline, this segment was still highly profitable with a 29.5% gross margin and a 4.9% operating income margin during the quarter, whichdiminish somewhat, we ~~believe to be excellent performance under current economic conditions.~~

The Home Meridian segment’s net sales decreased $10.0 million or 14.7% in the fiscal 2021 first quarter due primarily to lower sales volume due to the COVID-19 pandemic. Current economic factors, such as high unemployment and low consumer confidence, have resulted in a weak retail environmentalso expect that demand for home furnishings will settle into a higher level of demand than pre-pandemic. We believe we are well positioned to help consumers enhance their homes with comfortable, stylish and caused discretionary purchases of furniture to decline. Consequently, Home Meridian experienced a spike in order cancellations in March and April, which resulted in nearly 50% decrease in incoming orders and 25.3% decrease in backlog compared to the prior year first quarter. In addition to the aforementioned intangible asset impairment charges recorded in this segment of $27.9 million and sales decline, lower margin sales programs, promotion expenses and unexpected chargebacks also contributed to the $30.3 million operating loss. On a more positive note, we believe the cost-related issues which negatively impacted Home Meridian’s sales and profitability in the prior year, such as excess tariffs and higher than expected quality allowances, are largely behind us. The resourcing transition to non-tariff countries is well along. Samuel Lawrence Furniture benefited from the Vietnam mixing warehouse program and reported a marginally profitable quarter. Home Meridian’s emerging distribution channels, including ecommerce and hospitality, had solid performance during the quarter. Samuel Lawrence Hospitality’s net sales increased by 22.6% as large projects were already in the pipeline at year-end. E-commerce sales, which were less impacted by retail shutdowns during the COVID-19 pandemic, continued to grow at a steady pace and accounted for 35% of Home Meridian’s total sales in the quarter, while maintaining better margins compared to the other Home Meridian channels.home furnishings.

The Domestic Upholstery segment’s net sales decreased by $8.5 million or 33.7% in the fiscal 2021 first quarter driven by decreased sales volume and lower average selling prices. The segment experienced a 40% decrease in incoming orders as compared to the same period from the prior year. In response to those reduced orders, we temporarily closed our manufacturing plants at Bradington-Young and Shenandoah for about a month during the quarter, and Sam Moore operated at about 50% capacity during that period. Reduced order volume and unabsorbed indirect costs contributed to operating inefficiencies and significantly impacted gross margin in this segment.

All Other’s net sales were essentially flat; however, it reported $387,000 in operating income in the fiscal 2021 first quarter driven by solid H Contract performance, with a 16% increase in incoming orders and 68% higher backlog compared to the prior year first quarter. Despite unfavorable product mix having a modest adverse impact on gross margin, H Contract margins remained strong. Lifestyle Brands, a new business started in fiscal 2019, also reported a profit for the quarter.

To address the financial impact of COVID-19 pandemic, during the fiscal 2021 first quarter we implemented certain measures to reduce operating expenses and preserve cash which included temporary fee reductions for our Board of Directors, temporary salary reductions for officers and certain other managers, strategic staff reductions, the temporary closure of our domestic manufacturing plants and the furlough of manufacturing, warehouse and administrative associates, delaying all non-critical capital spending, rationalizing current import purchase orders, working with our vendors to cut costs and extend payment terms where we could.

Despite the operating loss for the quarter, we generated $18.9 million in cash from operating activities, received $673,000 life insurance proceeds, paid $2.2 million in principal and interest on our term loans, and distributed $1.9 million in cash dividends to our shareholders. Cash and cash equivalents stood at $51.2 million at fiscal 2021 first quarter-end, an increase of $15.2 million compared to the balance at fiscal 2020 year-end.

Along with an aggregate $25.7 million available under our existing revolver to fund working capital, we are confident in our financial condition and we believe we have financial resources to weather the expected short-term impacts of COVID-19; however, an extended impact may continue to materially and adversely affect our sales, earnings and liquidity.

~~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.~~

~~Fiscal 202~~1 ~~First~~ ~~Quarter Compared to Fiscal 20~~20 ~~First~~ ~~Quarte~~r

~~Fiscal 2020 results have been recast based on the re-composition of our~~ ~~reportable~~ ~~segments during the fiscal 2020 fourth quarter.~~ ~~See Note 1~~3 ~~Segment Information for additional details regarding the re-composition of our operating segments.~~

~~Consolidated net sales decreased due to significantly reduced sales volume in all three reportable segments versus the prior year period.~~

~~Consolidated gross profit decreased in absolute terms and as a percentage of net sales in the fiscal 2021 first quarter versus the prior year period.~~

~~Consolidated selling and administrative (“S&A”) expenses decreased in absolute terms while increased as a percentage of net sales in the fiscal 2021 first quarter versus the prior year period.~~

We recorded $23.2 million and $16.4 million in non-cash impairment charges to write down goodwill in Home Meridian segment and the Shenandoah division under Domestic Upholstery segment, respectively. We also recorded $4.8 million non-cash impairment charges to write down tradenames in the Home Meridian segment.

~~Intangible asset amortization expense stayed the same compared to the prior year first quarter.~~

~~Operating profitability decreased in absolute terms and as a percentage of net sales, due to the factors discussed above.~~

~~Consolidated interest expense decreased in fiscal 2021 first quarter primarily due to lower interest rates on our variable-rate term loans, as well as lower principal balances.~~

We recorded income tax benefit of $10.9 million for the fiscal 2021 first quarter, of which income tax benefit of $10.6 million was recorded related to goodwill and trade name impairment charges, compared to $515,000 income tax expense for the comparable prior year period. The effective tax rates for the fiscal 2021 and 2020 first quarters were 23.8% and 20.6%, respectively.

The COVID-19 crisis drove the most significant downturn in our business in over 50 years. However, the disruption has not been as severe as we initially projected. Based on the improvement in orders and retail sales we’ve seen since the end of the fiscal 2021 first quarter, as stores and the economy continue to reopen, we are cautiously optimistic that the worst is behind us and that business will steadily improve through the summer and fall. We believe the Company remains in exceptional financial condition with a strong balance sheet and barring a second nationwide or large-scale lock-down, we expect business to improve each quarter as we go through the year. However, we have limited visibility of how the economic and health crises may fluctuate in the coming months and face headwinds of significant levels of unemployment, recent social unrest and general uncertainty.

After beginning the current fiscal year on an upturn with an 8.3% year-over-year increase in consolidated incoming orders in February, orders plummeted over 70% year-over-year in March and approximately 65% year-over-year in April partially driven by cancellations of stock orders by large customers and deferred orders from retailers who closed their stores during the shutdown. Orders declined significantly during the first few weeks of May but then recovered resulting in about a 5% overall reduction for the full month of May compared to the prior year. Fiscal June and to-date July orders have continued this positive trend with fiscal June orders and orders thus far in July at higher rate than the comparable month a year ago. We believe there are several positive factors in play such as pent-up demand, more focus on home environments and less competition for discretionary consumer spending from travel, dining out, sporting events, concerts and other activities.

In addition, Hooker’s domestic upholstery manufacturing facilities for Bradington-Young, Sam Moore and Shenandoah began ramping up production in early May and are currently operating near capacity on a consolidated basis, which is a significant increase over the fiscal 2021 first quarter, which will improve efficiencies and cost absorption.

As of the end of our fiscal 2021 first quarter of May 3, 2020, our cash position was $51.2 million, an increase of $15.2 million over the end of the 2020 fiscal year on February 2, 2020. Since the end of the fiscal 2021 first quarter on May 3, 2020, we added an additional $31.0 million in cash to the quarter-end balance as of the date of July 23, 2020. Additionally, we have access to about $26 million under our existing revolver to fund working capital requirements and have access to an additional $25.6 million in cash surrender value of Company-owned life insurance policies. While we expect our cash balances to decline somewhat as we rebuild inventories and trade receivables increase- both to accommodate increased sales- we expect our liquidity to be sufficient. Discussions with our lender to refinance our credit facility which expires in February 2021 have begun and we expect to be successful in refinancing our debt; however, we believe we have sufficient financial resources to continue to operate even without refinancing our debt. We expect to continue managing cash and spending cautiously as we move through the coming months.

~~We face a number of significant risks and uncertainties, as more fully discussed in Item 1A, “Risk Factors” in our 2020 Annual Report.~~

During the three months ended May 2, 2021, we used a portion of the existing cash and cash equivalent on hand to pay $2.2 million of capital expenditures to enhance our business systems and facilities, $2.1 million in cash dividends, and $155,000 in life insurance premiums on Company-owned life insurance policies.

In comparison, during the three months ended May 3, 2020, we used a portion of the $18.9 million cash generated from operations and $673,000 life insurance proceeds to pay $2.2 million in principal and interest payments on our term loans, $1.9 million in cash dividends, and $162,000 in life insurance premiums on Company-owned life insurance policies.

In comparison, during the three months ended May 5, 2019, cash generated from operations of $20.3 million and $1.4 million proceeds on a note receivable helped to pay $1.8 million in cash dividends, $1.5 million in long-term debt payments, $1.5 million of capital expenditures to expand our domestic manufacturing capacities and to enhance our business systems and facilities, and $157,000 in life insurance premiums.

We believe these resources are sufficient to meet our business requirements and the payment of dividends through fiscal ~~2021~~2022 and for the foreseeable future, ~~including:~~including expected capital expenditures and working capital needs.

We paid off the remaining $24.3 million term loans at the end of fiscal 2021 and currently have one ~~unsecured term loan and one secured term loan outstanding and a revolving credit facility. The term loans are related to the Home Meridian acquisition. Details of our loan agreements and~~$35 million revolving credit facility ~~are outlined below.~~

~~On February 1, 2016, we entered into an~~(the “Existing Revolver”). The credit facility was provided for in the amended and restated loan agreement (the “Original Loan Agreement”), which we entered into on February 1, 2016 with Bank of America, ~~N.A.~~N. A. (“BofA”) ~~in connection with~~. We entered a Second Amended and Restated Loan Agreement dated as of September 29, 2017 (the “Second Amended and Restated Loan Agreement”), a First Amendment to Second Amended and Restated Loan Agreement dated as of January 31, 2019, a Second Amendment to Second Amended and Restated Loan Agreement dated as of November 4, 2020, and a Third Amendment to the ~~closing~~Second Amended and Restated Loan Agreement dated as of the Home Meridian acquisition. Also on February 1, 2016, we borrowed in full the amounts available under the Unsecured Term Loan (the “Unsecured Term Loan”) and the Secured Term Loan (the “Secured Term Loan”) in connection with the completion of the Home Meridian acquisition.

January 27, 2021. Details of ~~the individual credit facilities provided for in the Original Loan Agreement~~our Existing Revolver are ~~as follows:~~outlined below:

~~New~~The loan covenants agreed to under the Second Amended and Restated Loan Agreement

On September 29, 2017, we entered into a second amended and restated loan agreement (the “New Loan Agreement”) with BofA in connection with the completion of the Shenandoah acquisition. The New Loan Agreement:

~~The New Loan Agreement also included~~ continue to 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:

~~The New 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 New 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 ~~New Loan Agreement. We paid off the New Unsecured Term Loan in fiscal 2019.~~agreements.

We were in compliance with each of these financial covenants at May ~~3, 2020~~2, 2021 and expect to remain in compliance with existing covenants for the foreseeable future. We believe we have the financial resources to ~~weather~~fund our business operations, including weathering the ~~expected short-term impacts of COVID-19; however, an extended impact may materially~~logistics issues, cost increases and ~~adversely affect~~production capacity constraints which are currently impacting our ~~sales, earnings and liquidity.~~industry.

~~As of May 3, 2020, $11.1 million was outstanding under the Unsecured Term Loan, $17.1 million was outstanding under the Secured Term Loan.~~

As of May ~~3, 2020,~~2, 2021, we had an aggregate ~~$25.7~~$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 ~~$4.3~~$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 May ~~3, 2020.~~2, 2021. There were no additional borrowings outstanding under the revolving credit facility as of May ~~3, 2020.~~2, 2021.

All amounts outstanding on our term loans and revolving credit facility are due and payable on the first day of fiscal 2022, February 1, 2021 and discussions with our lender about refinancing have begun. We expect to refinance any amounts outstanding under these loans and credit facility during fiscal 2021. However, if the negative economic effects of COVID-19 persist, it would likely have a material adverse effect on our sales, earnings and liquidity. Consequently, our credit rating may decrease or the availability of loans may be limited and refinancing our debt may be more difficult and loans more costly.

~~Prior to the COVID-19 crisis, we expected~~We expect to spend ~~between $2.5 million to $4.5~~approximately $5 million in capital expenditures inover the remainder of fiscal ~~2021~~2022 to maintain and enhance our operating systems and facilities. ~~However, due to the negative economic effects of COVID-19,~~Of those amounts, we ~~have delayed indefinitely about $3 million in non-critical capital spending. We~~ expect to spend ~~between $1.0 to $2.0 million in the remainder of the 2021 fiscal year to maintain and continue to enhance our operating systems and facilities.~~approximately:

~~COVID-19 Cost Cutting and Cash Preservation Measures~~Enterprise Resource Planning

~~During the~~In early fiscal ~~2021 first quarter, we initiated certain measures to reduce operating expenses and preserve cash which include temporary fee reductions for~~2022, our Board of Directors ~~temporary salary reductions for officers~~approved an upgrade to our current ERP system and implementation efforts began shortly thereafter. We expect to implement the ERP upgrade in our Hooker Branded segment and certain ~~other managers, strategic staff reductions,~~divisions under Domestic Upholstery segment by mid calendar 2022, with Home Meridian and Shenandoah divisions following afterwards. To complete the ~~temporary closure of our domestic manufacturing plants~~ERP system implementation as anticipated, we will be required to expend significant financial and ~~the furlough of manufacturing, warehouse and administrative associates, delaying all non-critical capital~~human resources. We anticipate spending ~~rationalizing current import purchase orders, working with our vendors to cut costs and extend payment terms where we can.~~

~~As of the end of our fiscal 2021 first quarter of May 3, 2020, our cash position had increased by $15.2~~approximately $5.5 million over the ~~end~~course of ~~the 2020 fiscal year on February 2, 2020. Since the end~~this project, with a significant amount of time invested by our associates. In the fiscal ~~2021~~2022 first quarter, we spent approximately $400,000 on ~~May 3, 2020, we added an additional $31 million in cash as of July 23, 2020.~~this project.

Subsequent to the end of the fiscal ~~2021~~2022 first quarter, on June ~~2, 2020,~~3, 2021, our board of directors declared a quarterly cash dividend of ~~$0.16~~$0.18 per share, which ~~was~~will be paid on June 30, ~~2020~~2021 to shareholders of record at June 16, 2020. We have seen steady improvement in orders and shipments since the end of our fiscal 2021 first quarter on May 3, 2020. We expect our low fixed cost business model, which served us well during the Great Recession, to help us navigate the current disruption. Our cash position has remained strong and has continued to improve since our fiscal year-end in early February, with additional availability under our revolving credit facility if needed. Consequently, while we are confident in our future and are proud of our fifty-plus year history of consistently paying dividends, we have limited visibility into future economic conditions.2021. The Board will continue to evaluate the appropriateness of the current dividend rate considering our performance and economic conditions in future quarters.

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 ~~2020~~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.

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 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.

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 May ~~3, 2020,~~2, 2021, other than amounts reserved for standby letters of credit in the amount of $4.3 million; however, as of May 3, 2020, $28.2 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 $197,000.$6.3 million.

We are exposed to market risk from changes in the cost of raw materials used in our domestic upholstery manufacturing 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 geo-political factors.

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.

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 May ~~3, 2020.~~2, 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 May ~~3, 2020~~2, 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.

There have been no changes in our internal control over financial reporting during the fiscal quarter ended May ~~3, 2020,~~2, 2021, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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.

	May 2,			January 31,
	2021			2021

Trade accounts receivable	$	99,979		$	92,621
Other accounts receivable allowances		(6,311	)		(6,993	)
Allowance for doubtful accounts		(2,332	)		(2,338	)
Accounts receivable	$	91,336		$	83,290

	May 3,			February 2,
	2020			2020

Trade accounts receivable	$	68,204		$	91,261
Receivable from factor	$	5		$	788
Other accounts receivable allowances		(2,881	)		(3,493	)
Allowance for doubtful accounts		(1,476	)		(903	)
Accounts receivable	$	63,852		$	87,653

	May 2,			January 31,
	2021			2021
Finished furniture	$	90,591		$	81,290
Furniture in process		1,888			1,397
Materials and supplies		11,345			9,639
Inventories at FIFO		103,824			92,326
Reduction to LIFO basis		(22,349	)		(22,167	)
Inventories	$	81,475		$	70,159

	May 3,			February 2,
	2020			2020
Finished furniture	$	95,628		$	106,495
Furniture in process		1,323			1,304
Materials and supplies		8,495			8,479
Inventories at FIFO		105,446			116,278
Reduction to LIFO basis		(23,396	)		(23,465	)
Inventories	$	82,050		$	92,813

	Depreciable Lives	May 3,		February 2,
	(In years)	2020		2020

Buildings and land improvements	15 - 30	$	31,316	$	31,316
Computer software and hardware	3 - 10		19,219		19,166
Machinery and equipment	10		9,304		9,271
Leasehold improvements	Term of lease		9,737		9,737
Furniture and fixtures	3 - 10		2,599		2,597
Other	5		651		651
Total depreciable property at cost			72,826		72,738
Less accumulated depreciation			45,172		44,089
Total depreciable property, net			27,654		28,649
Land			1,077		1,077
Construction-in-progress			525		181
Property, plant and equipment, net		$	29,256	$	29,907

	Thirteen Weeks Ended
	May 3,			May 5,
	2020			2019

Net sales	$	104,597		$	135,518

Cost of sales		85,944			110,001

Gross profit		18,653			25,517

Selling and administrative expenses		19,177			22,016
Goodwill impairment charges		39,568			-
Trade name impairment charges		4,750			-
Intangible asset amortization		596			596

Operating (loss)/income		(45,438	)		2,905

Other expense, net		(42	)		(62	)
Interest expense, net		208			341

(Loss)/income before income taxes		(45,688	)		2,502

Income tax (benefit)/expense		(10,869	)		515

Net (loss)/income	$	(34,819	)	$	1,987

(Loss) / earnings per share
Basic	$	(2.95	)	$	0.17
Diluted	$	(2.95	)	$	0.17

Weighted average shares outstanding:
Basic		11,798			11,769
Diluted		11,798			11,805

Cash dividends declared per share	$	0.16		$	0.15

	For the
	Thirteen Weeks Ended
	May 3,			May 5,
	2020			2019
Operating Activities:
Net (loss)/income	$	(34,819	)	$	1,987
Adjustments to reconcile net income to net cash provided by operating activities:
Goodwill and intangible asset impairment charges		44,318			-
Depreciation and amortization		1,685			1,716
Gain on disposal of assets		-			(274	)
Deferred income tax expense		(10,045	)		2,344
Noncash restricted stock and performance awards		605			463
(Benefit from)/provision for doubtful accounts and sales allowances		(328	)		862
Gain on life insurance policies		(571	)		(555	)
Changes in assets and liabilities:
Trade accounts receivable		24,129			33,451
Inventories		10,763			(5,561	)
Income tax recoverable		(867	)		-
Prepaid expenses and other current assets		(1,468	)		(3,186	)
Trade accounts payable		(12,149	)		(8,165	)
Accrued salaries, wages, and benefits		(1,661	)		(3,266	)
Accrued income taxes		-			(1,867	)
Customer deposits		673			3,117
Operating lease liabilities		367			(167	)
Other accrued expenses		(1,720	)		(664	)
Deferred compensation		12			51
Net cash provided by operating activities	$	18,924		$	20,286

Investing Activities:
Purchases of property and equipment		(380	)		(1,527	)
Proceeds received on notes from sale of assets		-			1,449
Premiums paid on life insurance policies		(162	)		(157	)
Proceeds received on life insurance policies		673			-
Net cash provided/(used in) by investing activities		131			(235	)

Financing Activities:
Payments for long-term debt		(1,952	)		(1,464	)
Cash dividends paid		(1,894	)		(1,768	)
Cash used in financing activities		(3,846	)		(3,232	)

Net increase in cash and cash equivalents		15,209			16,819
Cash and cash equivalents - beginning of year		36,031			11,435
Cash and cash equivalents - end of quarter	$	51,240		$	28,254

Supplemental disclosure of cash flow information:
Cash paid for interest, net	$	240		$	329
Cash paid for income taxes		43			38

Non-cash transactions:
Decrease in lease liabilities arising from obtaining right-of-use assets	$	(3	)	$	-
Increase in property and equipment through accrued purchases		51			743

								Accumulated
								Other			Total
	Common Stock				Retained			Comprehensive			Shareholders'
	Shares		Amount		Earnings			Income (loss)			Equity
Balance at February 3, 2019		11,785	$	49,549	$	213,380		$	247		$	263,176
Net income						1,987						1,987
Unrealized loss on defined benefit plan, net of tax of $9									28			28
Cash dividends paid and accrued ($0.15 per share)						(1,768	)					(1,768	)
Restricted stock grants, net of forfeitures		31		344								344
Restricted stock compensation cost				174								174
Recognition of PSUs as equity-based awards				681								681
Balance at May 5, 2019		11,816	$	50,748	$	213,599		$	275		$	264,622



Balance at February 2, 2020		11,838	$	51,582	$	223,252		$	(713	)	$	274,121
Net loss						(34,819	)					(34,819	)
Unrealized loss on defined benefit plan, net of tax of $20									64			64
Cash dividends paid and accrued ($0.16 per share)						(1,893	)					(1,893	)
Restricted stock grants, net of forfeitures		33		169								169
Restricted stock compensation cost				218								218
Recognition of PSUs as equity-based awards				218								218
Balance at May 3, 2020		11,871	$	52,187	$	186,540		$	(649	)	$	238,078

	Fair value at May 3, 2020								Fair value at February 2, 2020
Description	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	$	-	$	25,603	$	-	$	25,603	$	-	$	24,888	$	-	$	24,888

	Fair value at May 2, 2021								Fair value at January 31, 2021
Description	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	$	0	$	25,935	$	0	$	25,935	$	0	$	25,365	$	0	$	25,365

		May 3, 2020							February 2, 2020
Non-amortizable Intangible Assets	Segment	Beginning Balance		Impairment Charges			Net Book Value		Beginning Balance		Impairment Charges		Net Book Value
Goodwill	Home Meridian	$	23,187	$	(23,187	)	$	-	$	23,187	$	-	$	23,187
Goodwill	Domestic Upholstery		16,871		(16,381	)		490		16,871		-		16,871
Total Goodwill			40,058		(39,568	)		490		40,058		-		40,058

Trademarks and trade names - Home Meridian	Home Meridian		11,400		(4,750	)		6,650		11,400		-		11,400
Trademarks and trade names - Bradington-Young	Domestic Upholstery		861		-			861		861		-		861
Trademarks and trade names - Sam Moore	Domestic Upholstery		396		-			396		396		-		396
Total Trademarks and trade names		$	12,657	$	(4,750	)	$	7,907	$	12,657	$	-	$	12,657

Total non-amortizable assets		$	52,715	$	(44,318	)	$	8,397	$	52,715	$	-	$	52,715

		January 31, 2021					May 2, 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

	Amortizable Intangible Assets
	Customer
	Relationships			Trademarks			Totals

Balance at February 2, 2020	$	19,996		$	718		$	20,714
Amortization		(581	)		(15	)		(596	)
Balance at May 3, 2020	$	19,415		$	703		$	20,118

	Amortizable Intangible Assets
	Customer
	Relationships			Trademarks			Totals

Balance at January 31, 2021	$	17,672		$	658		$	18,330
Amortization		(581	)		(15	)		(596	)
Balance at May 2, 2021	$	17,091		$	643		$	17,734

	13 Weeks Ended		13 Weeks Ended
	May 3, 2020		May 5, 2019
Operating lease cost	$	2,100	$	2,076
Variable lease cost		46		-
Short-term lease cost		116		113
Total operating lease cost	$	2,262	$	2,189


Operating cash outflows	$	1,852	$	2,386

	Thirteen Weeks Ended
	May 2, 2021		May 3, 2020
Operating lease cost	$	2,013	$	2,100
Variable lease cost		44		46
Short-term lease cost		19		116
Total operating lease cost	$	2,076	$	2,262


Operating cash outflows	$	1,992	$	1,852

	May 3, 2020		February 2, 2020
Real estate	$	36,585	$	38,175
Property and equipment		1,201		1,337
Total operating leases right-of-use assets	$	37,786	$	39,512


Current portion of operating lease liabilities	$	6,162	$	6,307
Long term operating lease liabilities		32,581		33,794
Total operating lease liabilities	$	38,743	$	40,101

	Undiscounted Future Operating Lease Payments
Remainder of 2020	$	6,051
2021		7,182
2022		5,588
2023		5,333
2024		5,280
2025 and thereafter		15,205
Total lease payments	$	44,639
Less: impact of discounting		(5,896	)
Present value of lease payments	$	38,743

	Undiscounted Future Operating Lease Payments
Remainder of 2022	$	5,436
2023		5,593
2024		5,665
2025		5,281
2026		5,336
2027 and thereafter		9,809
Total lease payments	$	37,120
Less: impact of discounting		(2,759	)
Present value of lease payments	$	34,361

	Thirteen Weeks Ended
	May 3, 2020						May 5, 2019
				% Net						% Net
Net Sales				Sales						Sales
Hooker Branded	$	27,162			26.0	%	$	39,600			29.2	%
Home Meridian		57,665			55.1	%		67,630			49.9	%
Domestic Upholstery		16,783			16.0	%		25,324			18.7	%
All Other		2,987			2.9	%		2,964			2.2	%
Consolidated	$	104,597			100.0	%	$	135,518			100.0	%

Gross Profit
Hooker Branded	$	8,005			29.5	%	$	12,556			31.7	%
Home Meridian		6,809			11.8	%		5,903			8.7	%
Domestic Upholstery		2,783			16.6	%		6,002			23.7	%
All Other		1,056			35.4	%		1,056			35.6	%
Consolidated	$	18,653			17.8	%	$	25,517			18.8	%

Operating (loss)/Income
Hooker Branded	$	1,333			4.9	%	$	5,177			13.1	%
Home Meridian		(30,348	)		-52.6	%		(4,993	)		-7.4	%
Domestic Upholstery		(16,810	)		-100.2	%		2,292			9.1	%
All Other		387			12.9	%		429			14.5	%
Consolidated	$	(45,438	)		-43.4	%	$	2,905			2.1	%

Capital Expenditures
Hooker Branded	$	53					$	125
Home Meridian		89						117
Domestic Upholstery		238						1,285
All Other		-						-
Consolidated	$	380					$	1,527

Depreciation
& Amortization
Hooker Branded	$	455					$	492
Home Meridian		528						531
Domestic Upholstery		699						690
All Other		3						3
Consolidated	$	1,685					$	1,716

	As of May 3,					As of February 2,
	2020		%Total			2020		%Total
Identifiable Assets			Assets					Assets
Hooker Branded	$	153,298		49.3	%	$	144,112		45.0	%
Home Meridian		111,905		36.0	%		138,313		43.2	%
Domestic Upholstery		43,840		14.1	%		36,085		11.3	%
All Other		1,924		0.6	%		1,769		0.5	%
Consolidated	$	310,967		100.0	%	$	320,279		100.0	%
Consolidated Goodwill and Intangibles		28,515					73,429
Total Consolidated Assets	$	339,482				$	393,708

	As of May 2,					As of January 31,
	2021		%Total			2021		%Total
Identifiable Assets			Assets					Assets
Hooker Branded	$	170,115		49.8	%	$	174,475		53.5	%
Home Meridian		119,737		35.1	%		100,497		30.9	%
Domestic Upholstery		50,794		14.9	%		49,370		15.2	%
All Other		538		0.2	%		1,204		0.4	%
Consolidated	$	341,184		100	%	$	325,546		100	%
Consolidated Goodwill and Intangibles		26,131					26,727
Total Consolidated Assets	$	367,315				$	352,273

	Net Sales (in thousands)
	Thirteen Weeks Ended
	May 3, 2020		%Total			May 5, 2019		%Total
Casegoods	$	63,602		61	%	$	84,464		62	%
Upholstery		40,995		39	%		51,054		38	%
	$	104,597		100	%	$	135,518		100	%

	Net Sales (in thousands)
	Thirteen Weeks Ended
	May 2, 2021		%Total			May 3, 2020		%Total
Casegoods	$	97,959		60	%	$	63,602		61	%
Upholstery		64,902		40	%		40,995		39	%
	$	162,861		100	%	$	104,597		100	%

	Order Backlog
	(Dollars in 000s)

	May 2, 2021		January 31, 2021		May 3, 2020
Reporting Entity	Dollars		Dollars		Dollars

Hooker Branded	$	41,007	$	34,776	$	12,392
Home Meridian		191,767		180,188		63,831
Domestic Upholstery		43,985		30,271		12,720
All Other		3,704		2,845		2,656

Consolidated	$	280,463	$	248,080	$	91,599

Unit Volume	FY22 Q1 % Increase vs. FY21 Q1			Average Selling Price (ASP)	FY22 Q1 % Increase vs. FY21 Q1

Hooker Branded		72.2	%	Hooker Branded		8.5	%
Home Meridian		49.4	%	Home Meridian		-5.4	%
Domestic Upholstery		43.8	%	Domestic Upholstery		0.9	%
All Other		-20.5	%	All Other		6.2	%
Consolidated		51.0	%	Consolidated		0.6	%

	Gross Profit and Margin
	Thirteen Weeks Ended
	May 2, 2021					May 3, 2020					$ Change			% Change
			% Net Sales					% Net Sales
Hooker Branded	$	17,212		33.5	%	$	8,005		29.5	%	$	9,207			115.0	%
Home Meridian		10,135		12.0	%		6,809		11.8	%		3,326			48.8	%
Domestic Upholstery		5,355		21.9	%		2,783		16.6	%		2,572			92.4	%
All Other		880		33.6	%		1,056		35.4	%		(176	)		-16.7	%
Consolidated	$	33,582		20.6	%	$	18,653		17.8	%	$	14,929			80.0	%

	Selling and Administrative Expenses (S&A)
	Thirteen Weeks Ended
	May 2, 2021					May 3, 2020					$ Change			% Change
			% Net Sales					% Net Sales
Hooker Branded	$	7,771		15.1	%	$	6,672		24.6	%	$	1,099			16.5	%
Home Meridian		8,936		10.6	%		8,886		15.4	%		50			0.6	%
Domestic Upholstery		3,404		13.9	%		2,949		17.6	%		455			15.4	%
All Other		632		24.1	%		670		22.4	%		(38	)		-5.7	%
Consolidated	$	20,743		12.7	%	$	19,177		18.3	%	$	1,566			8.2	%

	Operating Profit/(Loss) and Margin
	Thirteen Weeks Ended
	May 2, 2021					May 3, 2020						$ Change			% Change
			% Net Sales						% Net Sales
Hooker Branded	$	9,442		18.4	%	$	1,333			4.9	%	$	8,109			608.3	%
Home Meridian		866		1.0	%		(30,348	)		-52.6	%		31,214			102.9	%
Domestic Upholstery		1,688		6.9	%		(16,810	)		-100.2	%		18,498			110.0	%
All Other		247		9.4	%		387			12.9	%		(140	)		-36.2	%
Consolidated	$	12,243		7.5	%	$	(45,438	)		-43.4	%	$	57,681			126.9	%

	Income taxes
	Thirteen Weeks Ended
	May 2, 2021						May 3, 2020						$ Change		% Change
				% Net Sales						% Net Sales
Consolidated income tax expense/(benefit)	$	2,773			1.7	%	$	(10,869	)		-10.4	%	$	13,642		125.5	%

Effective Tax Rate		22.7	%					23.8	%

	Net Sales
	Thirteen Weeks Ended
	May 3, 2020					May 5, 2019					$ Change			% Change
			% Net Sales					% Net Sales
Hooker Branded	$	27,162		26.0	%	$	39,600		29.2	%	$	(12,438	)		-31.4	%
Home Meridian		57,665		55.1	%		67,630		49.9	%		(9,965	)		-14.7	%
Domestic Upholstery		16,783		16.0	%		25,324		18.7	%		(8,541	)		-33.7	%
All Other		2,987		2.9	%		2,964		2.2	%		23			0.8	%
Consolidated	$	104,597		100	%	$	135,518		100	%	$	(30,921	)		-22.8	%

Unit Volume	FY21 Q1 % Increase vs. FY20 Q1			Average Selling Price (ASP)	FY21 Q1 % Increase vs. FY20 Q1

Hooker Branded		-35.3	%	Hooker Branded		5.6	%
Home Meridian		-18.3	%	Home Meridian		3.3	%
Domestic Upholstery		-31.0	%	Domestic Upholstery		-4.4	%
All Other		-5.1	%	All Other		1.8	%
Consolidated		-21.6	%	Consolidated		-2.1	%

	Gross Income and Margin
	Thirteen Weeks Ended
	May 3, 2020					May 5, 2019					$ Change			% Change
			% Net Sales					% Net Sales
Hooker Branded	$	8,005		29.5	%	$	12,556		31.7	%	$	(4,551	)		-36.2	%
Home Meridian		6,809		11.8	%		5,903		8.7	%		906			15.3	%
Domestic Upholstery		2,783		16.6	%		6,002		23.7	%		(3,219	)		-53.6	%
All Other		1,056		35.4	%		1,056		35.6	%		-			0.0	%
Consolidated	$	18,653		17.8	%	$	25,517		18.8	%	$	(6,864	)		-26.9	%

	Selling and Administrative Expenses (S&A)
	Thirteen Weeks Ended
	May 3, 2020					May 5, 2019					$ Change			% Change
			% Net Sales					% Net Sales
Hooker Branded	$	6,672		24.6	%	$	7,379		18.6	%	$	(707	)		-9.6	%
Home Meridian		8,886		15.4	%		10,562		15.6	%		(1,676	)		-15.9	%
Domestic Upholstery		2,949		17.6	%		3,447		13.6	%		(498	)		-14.4	%
All Other		670		22.4	%		628		21.2	%		42			6.7	%
Consolidated	$	19,177		18.3	%	$	22,016		16.2	%	$	(2,839	)		-12.9	%

	Goodwill impairment charges
	Thirteen Weeks Ended
	May 3, 2020					May 5, 2019					$ Change		% Change
			% Net Sales					% Net Sales
Home Meridian	$	23,187		40.2	%	$	-		0.0	%	$	23,187
Domestic Upholstery		16,381		97.6	%		-		0.0	%		16,381
Consolidated		39,568		37.8	%		-					39,568