<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(Mark One)
X Quarterly report pursuant to Section 13 or 15(d) of the Securities
-----
Exchange Act of 1934
For the quarterly period ended May 31, 1999 or
------------
_____ Transition report pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934
For the transition period from __________ to __________.
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 (IRS Employer
incorporation or organization) Identification No.)
440 East Commonwealth Blvd. Martinsville, VA. 24112
----------------------------------------------------
(Address of principal executive offices, Zip Code)
(540) 632-2133
----------------------------------
(Registrant's telephone number,
including area code)
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(Former name, former address and former fiscal year,
if changed since last report)
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 X NO _______
-----
Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of June 24, 1999.
Class Number
----- ------
Common Stock, no par value 3,813,649 Shares
<PAGE>
PART I. FINANCIAL INFORMATION
------------------------------
ITEM 1. FINANCIAL STATEMENTS
--------------------
HOOKER FURNITURE CORPORATION
BALANCE SHEETS
(In thousands, except share data)
<TABLE>
<CAPTION>
May 31 Nov. 30,
1999 1998
------- --------
Assets (Unaudited)
<S> <C> <C>
Current assets
Cash, primarily interest-bearing deposits................. $ 3,684 $ 3,625
Trade receivables, less allowances of $524 and $500....... 24,978 23,346
Inventories............................................... 34,231 35,812
Prepaid expenses and other................................ 3,181 1,637
-------- --------
Total current assets................................... 66,074 64,420
Property, plant and equipment, net.......................... 41,931 41,500
Investment in and advances to investee company.............. 2,222 2,371
Other assets................................................ 2,950 2,942
-------- --------
$113,177 $111,233
======== ========
Liabilities and Stockholders' Equity
Current liabilities
Trade accounts payable.................................... $ 2,890 $ 4,757
Accrued salaries, wages and benefits...................... 4,040 4,464
Other accrued expenses.................................... 2,380 3,406
-------- --------
Total current liabilities.............................. 9,310 12,627
Long-term debt.............................................. 11,504 12,062
Deferred liabilities........................................ 2,551 2,431
-------- --------
Total liabilities...................................... 23,365 27,120
-------- --------
Common stock held by ESOP................................... 10,213 10,213
Stockholders' Equity
Common stock, no par value, 10,000,000 shares authorized,
3,813,649 and 3,835,725 shares issued and outstanding....... 2,421 2,435
Retained earnings........................................... 77,178 71,465
-------- --------
Total stockholders' equity............................. 79,599 73,900
-------- --------
$113,177 $111,233
======== ========
</TABLE>
The accompanying notes are an integral part of the financial statements.
2
<PAGE>
HOOKER FURNITURE CORPORATION
STATEMENTS OF INCOME
(Unaudited)
(In thousands, except per share data)
<TABLE>
<CAPTION>
Three Months Six Months
Ended May 31, Ended May 31,
------------------ ------------------
1999 1998 1999 1998
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Net Sales......................... $ 59,367 $ 52,536 $111,971 $103,109
Cost of sales..................... 43,672 39,612 82,515 78,750
-------- -------- -------- --------
Gross profit.................... 15,695 12,924 29,456 24,359
Selling, general and
Administrative expenses......... 9,037 8,738 17,217 16,660
-------- -------- -------- --------
Operating Income................ 6,658 4,186 12,239 7,699
Other income (expense), net....... (131) 61 (276) (7)
-------- -------- -------- --------
Income before taxes............. 6,527 4,247 11,963 7,692
Income taxes...................... 2,447 1,577 4,497 2,869
-------- -------- -------- --------
Net income...................... $ 4,080 $ 2,670 $ 7,466 $ 4,823
======== ======== ======== ========
Earnings per share:
Basic and diluted............... $ 1.07 $ .69 $ 1.95 $ 1.25
======== ======= ======== ========
Weighted average
Shares outstanding.............. 3,816 3,865 3,823 3,849
======== ======= ======== ========
</TABLE>
The accompanying notes are an integral part of the financial statements.
3
<PAGE>
HOOKER FURNITURE CORPORATION
STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
<TABLE>
<CAPTION>
Six Months
Ended May 31
---------------------
1999 1998
---------- --------
<S> <C> <C>
Cash flows from operating activities:
Cash received from customers........................ $ 110,723 $103,871
Cash paid to suppliers and employees................ (101,618) (93,060)
Income taxes paid, net.............................. (5,035) (3,095)
Interest paid....................................... (295) (294)
Interest received................................... 187 58
--------- --------
Net cash provided by operating activities......... 3,962 7,480
--------- --------
Cash flows from investing activities:
Purchase of property, plant and equipment........... (1,579) (1,619)
--------- --------
Net cash used by investing activities............. (1,579) (1,619)
--------- --------
Cash flows from financing activities:
Proceeds from long-term debt........................ 2,500
Payments on long-term debt.......................... (3,058) (3,800)
Cash dividends paid................................. (1,146) (1,077)
Purchase and retirement of common stock............. (620) (500)
--------- --------
Net cash used by financing activities............. (2,324) (5,377)
--------- --------
Net increase in cash................................ 59 484
Cash at beginning of year........................... 3,625 827
--------- --------
Cash at end of period............................. $ 3,684 $ 1,311
========= ========
Reconciliation of net income to net cash provided
by operating activities:
Net income........................................ $ 7,466 $ 4,823
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization.................. 1,149 1,165
Changes in assets and liabilities:
Trade receivables............................ (1,634) 535
Inventories.................................. 1,581 2,763
Prepaid expenses and other assets............ (1,402) (1,378)
Trade accounts payable....................... (1,867) (700)
Other accrued expenses....................... (1,451) 167
Deferred compensation........................ 120 105
--------- --------
Net cash provided by operating activities......... $ 3,962 $ 7,480
========= ========
</TABLE>
The accompanying notes are an integral part of the financial statements.
4
<PAGE>
HOOKER FURNITURE CORPORATION
NOTES TO FINANCIAL STATEMENTS
(In thousands, except share and per share data)
1. Preparation of Interim Financial Statements
The financial statements of Hooker Furniture Corporation (referred to as
"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
presentation 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 generally accepted accounting principles
are condensed or omitted pursuant to SEC rules and regulations. However,
management believes that the disclosures made are adequate for a fair
presentation of results of operations and financial position. Operating results
for the interim periods reported herein may not be indicative of the results
expected for the year. These financial statements should be read in conjunction
with the financial statements and accompanying notes included in Hooker's recent
report on Form 10.
Certain items in the financial statements for the 1998 periods have been
reclassified to conform to the 1999 method of presentation.
2. Inventories
<TABLE>
<CAPTION>
(Unaudited)
May 31, Nov. 30,
1999 1998
----------- --------
<S> <C> <C>
Finished furniture........................ $30,933 $29,786
Furniture in process...................... 1,445 1,664
Materials and supplies.................... 11,569 13,628
------- -------
43,947 45,078
LIFO reserve.............................. 9,716 9,266
------- -------
$34,231 $35,812
======= =======
</TABLE>
3. Property, Plant and Equipment
<TABLE>
<CAPTION>
(Unaudited)
May 31, Nov. 30,
1999 1998
----------- --------
<S> <C> <C>
Buildings.................................. $39,102 $32,621
Machinery and equipment.................... 38,352 37,007
Office fixtures and equipment.............. 6,338 6,082
Construction in progress and other......... 3,608 9,199
------- -------
Property, plant and equipment, at cost.. 87,400 84,909
Less accumulated depreciation.............. 46,840 44,590
------- -------
40,560 40,319
Land....................................... 1,371 1,181
------- -------
$41,931 $41,500
======= =======
</TABLE>
5
<PAGE>
4. Long-Term Debt
<TABLE>
<CAPTION>
(Unaudited)
May 31, Nov. 30,
1999 1998
----------- --------
<S> <C> <C>
Industrial revenue bonds due 2006.............. $ 7,004 $ 7,062
Revolving line of credit, required
principal payments beginning December 2000.. 4,500 5,000
---------- --------
$ 11,504 $ 12,062
========== ========
</TABLE>
5. Investment in and Advances to Investee Company
The Company owns a 50% interest in a joint venture that produces particleboard
for manufacturing. During 1998, the joint venture was cited by the Environmental
Protection Agency ("EPA") for a violation of certain regulations under the Clean
Air Act Amendments of 1990. The joint venture members determined that the cost
of modification to the plant to come into compliance, together with other needed
capital improvements, would be prohibitive and the joint venture elected to
cease operations in November 1998. Effective June 1, 1999, the joint venture
entered into a lease for the land and building with a third party lessee. The
lease term is for two years with an option to purchase for $2.7 million. The
Company believes the option will be exercised during the term of the lease. The
Company's equity in the sale of the property, together with other net assets of
the joint venture in liquidation are approximately equal to the Company's
carrying value of the investment at May 31, 1999.
6
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
---------------------------------------------------------------
Results of Operations
---------------------
Results of Operations
- ---------------------
Net sales increased $6.8 million, or 13.0%, for the three month period ended May
31, 1999 from the comparable 1998 period. For the six month period, net sales
increased $8.9 million or 8.6% from the comparable 1998 period. The increases
are due principally to higher unit volume and higher average selling prices.
Gross profit margin for the second quarter of 1999 increased to 26.4% from 24.6%
in the year ago quarter. For the six month period, gross profit margin increased
to 26.3% from 23.6% in the year ago period. The increase was due principally to
improved operating efficiencies and lower raw material costs, partially offset
by the higher delivered cost of imported furniture.
Selling, general and administrative expenses for the three and six month periods
of 1999 as a percentage of net sales decreased to 15.2% and 15.4%, respectively,
from 16.6% and 16.2% for the comparable 1998 periods. The lower percentages in
1999 were due principally to higher net sales. The majority of the increased
expenditures in 1999 were selling expenses directly attributable to increased
sales.
The Company's effective income tax rate for the three and six month periods of
1999 were 37.5% and 37.6% respectively, compared to 37.1% and 37.3% for the
comparable 1998 periods. The increase is due principally to a higher level of
taxable income taxed at the higher federal rate imposed to phase out the
benefits of lower tax brackets.
As a result of the above, net income for the three month period of 1999
increased 53% to $4.1 million from $2.7 million in the comparable 1998 period.
Net income for the six month period of 1999 increased 55% to $7.5 million from
$4.8 million in the comparable 1998 period. As a percent of sales, net income
for the three and six month periods of 1999 increased to 6.9% and 6.7%,
respectively from 5.1% and 4.7% for the comparable 1998 periods.
Liquidity and Sources of Capital
- --------------------------------
During the six month periods ended May 31, 1999 and 1998, cash provided by
operations was used to fund investing and financing activities. Net cash
provided by operating activities decreased to $4.0 million in the 1999 period
from $7.5 million in the 1998 period. The decrease in net cash provided by
operating activities was principally due to higher payments to suppliers and
employees and higher tax payments partially offset by higher receipts of cash
from customers.
Net cash used by investing activities of $1.6 million in each of the 1999 and
1998 periods was principally for plant and equipment expenditures in the normal
course of business.
7
<PAGE>
Net cash used in financing activities was $2.3 million in the 1999 period
compared to $5.4 million in the 1998 period. Expenditures in each period were
principally for voluntary payments on long term debt, dividends and purchases of
the Company's common stock. The Company declared a quarterly dividend of $.15
per share ($572,000 aggregate) in March 1999, paid in May 1999. The Company made
dividend payments totaling $1.1 million in each of the 1999 and 1998 six month
periods.
The Company purchased 22,080 shares of its common stock at a total price of
$620,000 ($28.09 per share) in the first six months of 1999. The Company bought
back 29,351 shares at a total price of $775,000 ($26.40 per share) in all of
1998. The Company intends to continue buying back stock; however, the Company
will assess future buy-back opportunities on an ongoing basis and the purchases
made in the first half of 1999 are not necessarily indicative of purchases
expected for the balance of the year.
Borrowings of $11.5 and 12.1 million were outstanding at May 31, 1999 and
November 30, 1998, respectively, all of which were classified as long term.
Future cash needs will be financed by cash flow from operations and current
borrowing arrangements. At May 31, 1999 approximately $18.5 million of
additional borrowings were available under the Company's available lines of
credit. The Company believes its financial resources are adequate to support its
business requirements for the foreseeable future.
Year 2000 Issue
- ---------------
The Company recognizes that the arrival of the Year 2000 ("Y2K") presents many
challenges for information systems, as well as other time-sensitive machinery
and equipment and other systems relied on for day-to-day operation of the
business. In 1996 the Company embarked on a plan to identify, assess, and modify
or replace equipment and systems that may be impaired following December 31,
1999. A task force was created under the leadership of a corporate officer and
comprised of representatives from administration, information services, and
manufacturing to begin the identification and assessment phase of the project.
Early assessments determined that the Company would be required to modify or
replace significant portions of its Information Systems software so that
computer systems would continue to function properly in Y2K and beyond. The
Company decided to transition its operating systems from a non-compliant legacy
mainframe to a compliant client-server network environment. During 1997 and 1998
predominately all of the required hardware was installed, tested, and Company
employees trained on its use and operation. Efforts have been underway since
1996 to create new, or to transition existing operations software, to be Y2K
compliant. As of May 31, 1999 certain critical operating systems had been
transitioned to this new environment and are fully integrated into the day-to-
day operation of the business. All other systems will be moved to the new
environment by the end of September 1999.
8
<PAGE>
The Company's core business software systems include systems related to order
entry, inventory control and sales analysis. The Company has completed
remediation of approximately 95% of its core systems and approximately 90% of
its non-core support systems. This effort will be completely implemented and
validated by November 1999. Approximately $2.7 million has been expended for
these hardware and software conversions to date. It is estimated that the cost
for the remaining software conversion will not exceed $700,000.
During 1998, the Company's Y2K Task Force sent letters to its major domestic
suppliers to determine the degree of their Y2K readiness and compliance. Over
98% of such suppliers have indicated that Y2K plans were either in place or will
be in place by year end in order to make their companies Y2K compliant during
1999 and that the Company should not experience any ongoing supply disruptions.
The remaining 2% indicated that they do not utilize computer systems and
anticipate no business disruptions because of Y2K issues. The Company is not
dependent on any single supplier for raw materials or imported furniture. The
Company believes that the failure by its foreign suppliers to be Y2K compliant
will not cause any significant business disruptions since no individual foreign
supplier accounts for more than 1% of total sales, numerous foreign factories
are capable of supplying the Company's needs for imported products.
The Company's Y2K Task Force has contacted each of its significant equipment
manufacturers with regard to the Y2K readiness of the Company's equipment made
by that manufacturer. Of the manufacturers contacted, 98% have responded, and of
the manufacturer's that have responded, each of them has indicated that
equipment made by it that is used by the Company is Y2K compliant or will be by
November 1999. Based upon a Y2K project inventory of the Company's manufacturing
machinery and equipment, the Company has identified all the manufacturing
machinery and equipment that may potentially be impacted by Y2K. The Company has
performed assessment tests on approximately 95% of such equipment using
simulated Y2K dates. No significant Y2K remediation issues have arisen with
respect to the machinery and equipment that have been tested. The Company
expects to complete all such testing and any necessary remediation by September
1999. In addition, the Company has five separate manufacturing locations, in two
states and five separate communities each able to produce most products in the
Company's line. Further, for most processes each plant has multiple machines
from many manufacturers purchased over a long period of time. This flexibility
offers redundancy of operations within and between manufacturing locations so
that in the event of a shutdown, product could be moved to other functional
plant locations.
The Company believes the primary risk presented by its customers who may not be
Y2K compliant would arise from EDI (Electronic Data Interchange) trading
partners who have not converted to the Y2K compliant EDI 4010 standards. A
failure of the Company's or a customer's EDI system would disrupt the normal
channel through which the Company receives orders from its customers. However,
alternative channels for order delivery and receipt include telephone, facsimile
and mail. Most of the
9
<PAGE>
Company's major retailer EDI trading partners have active plans and timetables
for conversion to the 4010 standards. The Company expects that all of it's
internal EDI systems will be converted to 4010 standards by November 1999.
The Company has not encountered any significant Y2K related problems to date in
any phase of its Y2K readiness project, however, the Company cannot fully assess
the risks of the Y2K problems due to numerous uncertainties surrounding the
issue. The Company is in the process of completing its contingency plan in the
event that the changes in its operating systems are not ready by December 31,
1999, and expects to have such a plan in place by August 1999.
Due to the general uncertainty inherent in the Y2K problem, resulting in part
from the uncertainty of the Y2K readiness of third-party suppliers and
customers, the Company is unable to determine at this time whether the
consequences of Y2K problems will have a material impact on the Company's
results of operations, liquidity, or financial condition. The failure to correct
a material Y2K problem could result in the interruption or a failure of certain
normal business activities or operations, which could materially and adversely
affect the Company's results of operations, liquidity, and financial condition.
Forward-Looking Statements
Certain statements made in this report are not based on historical facts, but
are forward-looking statements. These statements can be identified by the use of
forward-looking terminology such as "believes," "expects," "may," "will,"
"should," or "anticipates" or the negative thereof or other variations thereon
or comparable terminology, or by discussions of strategy. These statements
reflect the Company's reasonable judgment with respect to future events and are
subject to risks and uncertainties that could cause actual results to differ
materially from those in the forward-looking statements. Such risks and
uncertainties include the cyclical nature of the furniture industry,
fluctuations in the price for lumber which is the most significant raw material
used by the Company, competition in the furniture industry, capital costs and
general economic conditions.
10
<PAGE>
PART II. OTHER INFORMATION
-----------------
Item 5. Other Information
-----------------
A. Frank Hooker, Jr., the Company's President and Chief Operating Officer,
retired effective May 24, 1999. On June 22, 1999, the Board of Directors elected
J. Clyde Hooker, Jr. as President in addition to continuing in his present
positions of Chairman and Chief Executive Officer.
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
(a) Exhibits
--------
Exhibit 27. 1 Financial Data Schedule for the quarter ended May 31, 1999.*
(b) Reports on Form 8-K
-------------------
None.
* Filed herewith.
11
<PAGE>
SIGNATURE
---------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
HOOKER FURNITURE CORPORATION
Date: July 14, 1999 By: /s/ E. Larry Ryder
------------------
E. Larry Ryder
Senior Vice President - Finance and
Administration
(Principal Financial and Accounting
Officer)
12
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> NOV-30-1999
<PERIOD-START> DEC-01-1998
<PERIOD-END> MAY-31-1999
<CASH> 3,684
<SECURITIES> 0
<RECEIVABLES> 25,502
<ALLOWANCES> 524
<INVENTORY> 34,231
<CURRENT-ASSETS> 66,074
<PP&E> 88,771
<DEPRECIATION> 46,840
<TOTAL-ASSETS> 113,177
<CURRENT-LIABILITIES> 9,310
<BONDS> 11,504
10,213<F1>
0
<COMMON> 2,421
<OTHER-SE> 77,178
<TOTAL-LIABILITY-AND-EQUITY> 113,177
<SALES> 111,971
<TOTAL-REVENUES> 111,971
<CGS> 82,515
<TOTAL-COSTS> 99,732
<OTHER-EXPENSES> 0
<LOSS-PROVISION> (24)
<INTEREST-EXPENSE> 330
<INCOME-PRETAX> 11,963
<INCOME-TAX> 4,497
<INCOME-CONTINUING> 7,466
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 7,466
<EPS-BASIC> 1.95
<EPS-DILUTED> 1.95
<FN>
<F1>REPRESENTS COMMON STOCK HELD BY ESOP
</FN>
</TABLE>
