Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): February 19, 2009
HOOKER
FURNITURE CORPORATION
(Exact
name of registrant as specified in its charter)
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Virginia
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000-25349
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54-0251350
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(State
or other jurisdiction of
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(Commission
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(I.R.S.
Employer
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incorporation
or organization)
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File
No.)
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Identification
No.)
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440
East Commonwealth Boulevard,
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Martinsville,
Virginia
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24112
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(276)
632-0459
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(Address
of principal executive offices)
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(Zip
Code)
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(Registrant’s
telephone number,
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including
area code)
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Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions (see General Instruction A.2.
below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01. Entry
into a Material Definitive Agreement.
On
February 19, 2009, Hooker Furniture Corporation (the “Company”) amended its
credit agreement with Bank of America, N.A. The amendment effective
as of January 1, 2009:
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·
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modified
the definition of “Cash Flow” to exclude all non-cash
charges. The effect of the amendment is to exclude all non-cash
charges, including the asset impairment described in Item 2.06 below, from
the calculation of Cash Flow for purposes of the Company’s Debt Service
Coverage Ratio under the credit agreement;
and
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·
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increased
the Commitment Fee and the fee for LIBOR Loans and Letters of Credit under
the credit agreement.
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All other
terms of the agreement were unchanged. This summary of the terms of
the amendment to the credit agreement is qualified in its entirety by reference
to the text of the amendment attached as Exhibit 10.1 to this Form 8-K, which is
incorporated herein by reference.
Item
2.06. Material
Impairments.
In
connection with the preparation of the Company’s financial statements for the
fiscal year ended February 1, 2009, management of the Company concluded on
February 13, 2009 that a non-cash impairment charge of $4.5 - $5.0 million
pretax is required to be recorded for the fiscal 2009 fourth
quarter. Continued weakness in the financial markets and the impact
of the current economy on the Company’s business have caused the Company’s
market capitalization to fall below its book value, rendering certain intangible
assets impaired. The impairment affects the Company’s
Bradington-Young trade name and goodwill related to both the Company’s
Bradington-Young and Opus Designs furniture lines. Giving effect to the
amendment of the Company’s credit agreement described in Item 1.01 above, the
Company will be in compliance with the financial covenants under its credit
agreement with Bank of America, N.A.
The
Company expects to announce its fourth quarter results on or about April 14,
2009.
Statements
made in this report, other than those concerning historical financial
information, may be considered forward-looking statements. These
statements are subject to risks and uncertainties that could cause actual
results to differ materially from those in the forward-looking statements,
including but not limited to: current economic conditions and instability in the
financial and credit markets including their potential impact on the Company’s
(i) sales and operating costs and access to financing, (ii) customers and
suppliers and their ability to obtain financing or generate the cash necessary
to conduct their business; general economic or business conditions, both
domestically and internationally; price competition in the furniture industry;
changes in domestic and international monetary policies and fluctuations in
foreign currency exchange rates affecting the price of the Company’s imported
products; the cyclical nature of the furniture industry which is particularly
sensitive to changes in consumer confidence, the amount of consumers’ income
available for discretionary purchases and the availability and terms of consumer
credit; risks associated with the cost of imported goods, including fluctuation
in the prices of purchased finished goods and transportation and warehousing
costs; supply, transportation and distribution disruptions, particularly those
affecting imported products; adverse political acts or developments in, or
affecting, the international markets from which the Company imports products,
including duties or tariffs imposed on products imported by the Company; risks
associated with domestic manufacturing operations, including fluctuations in
capacity utilization and the prices of key raw materials, transportation and
warehousing costs, domestic labor costs and environmental compliance and
remediation costs; the Company’s ability to successfully implement its business
plan to increase Sam Moore Furniture’s and Opus Design’s sales and improve their
financial performance; achieving and managing growth and change, and the risks
associated with acquisitions, restructurings, strategic alliances and
international operations; risks associated with distribution through retailers,
such as non-binding dealership arrangements; capital requirements and costs;
competition from non-traditional outlets, such as catalogs, internet and home
improvement centers; changes in consumer preferences, including increased demand
for lower quality, lower priced furniture due to declines in consumer confidence
and/or discretionary income available for furniture purchases and the
availability of consumer credit; and higher than expected costs associated with
product quality and safety, including regulatory compliance costs related to the
sale of consumer products and costs related to defective products. Any
forward-looking statement that the Company makes speaks only as of the date of
that statement, and the Company undertakes no obligation to update any
forward-looking statements whether as a result of new information, future
events, or otherwise.
Item
9.01. Financial
Statements and Exhibits.
(d) Exhibits
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Exhibit
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Description
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10.1
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Third
Amendment to Credit Agreement, dated as of February 19, 2009, between the
Company and Bank of America N.A.
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Signature
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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HOOKER
FURNITURE CORPORATION
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By:
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/s/ Edwin L. Ryder
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Edwin
L. Ryder
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EVP
– Finance and Administration
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Date:
February 20, 2009
Exhibit
List
Exhibit Description
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Exhibit
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Description
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10.1
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Third
Amendment to Credit Agreement, dated as of February 19, 2009, between the
Company and Bank of America
N.A.
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