NOTE 18 - SUBSEQUENT EVENTS

12 Months Ended

Jan. 31, 2016

NOTE 18 – SUBSEQUENT EVENTS

Acquisition of Home Meridian International

On February 1, 2016, we completed the previously announced acquisition (the “Acquisition”) of substantially all of the assets of Home Meridian International, Inc. (“Home Meridian”) pursuant to the Asset Purchase Agreement into which we and Home Meridian entered on January 5, 2016 (the “Asset Purchase Agreement”). Upon completion, we paid $85 million in cash and issued 716,910 shares of our common stock (the “Stock Consideration”) to designees of Home Meridian as consideration for the Acquisition. The Stock Consideration consisted of (i) 530,598 shares due to the $15 million of consideration payable in shares of our common stock under the Asset Purchase Agreement, and (ii) 186,312 shares issued pursuant to working capital adjustments detailed in the Asset Purchase Agreement. The working capital adjustment was driven by an increase in HMI’s accounts receivable due to strong sales towards the end of 2015. The number of shares of common stock issued at closing for the Stock Consideration was determined by reference to the mean closing price of our common stock for the fifteen trading days immediately preceding the closing date ($28.27). Under the Asset Purchase Agreement, we also assumed certain liabilities of Home Meridian, including approximately $7.8 million of liabilities related to certain retirement plans. The assumed liabilities did not include the indebtedness (as defined in the Asset Purchase Agreement) of Home Meridian.

Also on February 1, 2016, we entered into an amended and restated loan agreement (the “Loan Agreement”) with Bank of America, N.A. (“BofA”) in connection with the completion of this acquisition. The Loan Agreement increases the amount available under our existing unsecured revolving credit facility to $30 million and increases the sublimit of such facility available for the issuance of letters of credit to $4 million. Amounts outstanding under the revolving facility will bear interest at a rate, adjusted monthly, equal to the then current LIBOR monthly rate plus 1.50%. We must also pay a quarterly unused commitment fee that is based on the average daily amount of the facility utilized during the applicable quarter.

The Loan Agreement also provides us with a $41 million unsecured term loan (the “Unsecured Term Loan”) and a $19 million term loan (the “Secured Term Loan”) secured by a security interest in certain Company-owned life insurance policies granted to BofA under a security agreement, dated as of February 1, 2016 (the “Security Agreement”). BofA’s rights under the Security Agreement are enforceable upon the occurrence of an event of default under the Loan Agreement. Any amount borrowed under the Unsecured Term Loan will bear interest at a rate, adjusted monthly, equal to the then current LIBOR monthly rate plus 1.50%. Any amount borrowed under the Secured Term Loan will bear interest at a rate, adjusted monthly, equal to the then current LIBOR monthly rate plus 0.50%. We must repay any principal amount borrowed under Unsecured Term Loan in monthly installments of approximately $490,000, together with any accrued interest, until the full amount borrowed is repaid or until February 1, 2021, at which time all amounts outstanding under the Unsecured Term Loan will become due and payable. We must pay the interest accrued on any principal amount borrowed under the Secured Term Loan on a monthly basis until the full principal amount borrowed is repaid or until February 1, 2021, at which time all amounts outstanding under the Secured Term Loan will become due and payable. We may prepay any outstanding principal amounts borrowed under either the Unsecured Term Loan or the Secured Term Loan in full or in part on any interest payment date without penalty. On February 1, 2016, we borrowed in full the amounts available under the Unsecured Term Loan and the Secured Term Loan in connection with the completion of this acquisition.

The Loan Agreement includes customary representations and warranties and requires us to comply with certain customary covenants, including, among other things, the following financial covenants: (i) maintaining at least a specified minimum level of tangible net worth, (ii) maintaining a ratio of funded debt to EBITDA not exceeding a specified amount and (iii) maintaining a basic fixed charge coverage ratio within a specified range. The Loan Agreement also limits our right to incur other indebtedness and to create liens upon our assets, subject to certain exceptions, among other restrictions. The Loan Agreement does not restrict our ability to pay cash dividends on, or repurchase, shares of our common stock, subject to our compliance with the financial covenants discussed above, if we are not otherwise in default under the Loan Agreement.

Since the closing date we have made unscheduled payments of $5.0 million on the Unsecured Term Loan and $1.8 million on the Secured Term Loan, in addition to the regularly scheduled debt service payments required by the Loan agreement.

Pro forma consolidated net sales and net income for the combined entity are estimated to be $571 million and $22.5 million, respectively, for the year ended January 31, 2016. These pro forma estimates assume the transaction took place on February 2, 2015, the beginning of Hooker Furniture’s 2016 fiscal year, which end on January 31, 2016. The pro forma net sales and net earnings estimates include estimates for interest expense related to the Bank of America Acquisition Credit Facility and amortization expense of identified intangible assets, net of the elimination of historical amortization of Home Meridian intangible assets. The pro forma net sales and net earnings estimates exclude non-recurring transaction related costs from the statement of operations of both companies and interest expense paid by Home Meridian under its former credit agreement.

Fair Value Estimates of Assets Acquired and Liabilities Assumed

The consideration and components of Hooker Furniture’s initial fair value allocation of the purchase price paid at closing and in the subsequent Net Working Capital Adjustment consisted of the following:

Fair value estimates of assets acquired and liabilities assumed
Purchase price consideration
Cash paid for assets acquired	$	85,000
Value of shares issued for assets acquired		15,000
Value of shares issued for excess net working capital		5,267
Cash paid for net working capital adjustment		995

Total purchase price	$	106,262


Accounts receivable	$	45,360
Inventory		37,607
Prepaid expenses and other current assets		2,045
Property and equipment		5,814
Intangible assets		28,800
Goodwill		21,023
Accounts payable and accrued expenses		(18,948	)
Accrued expenses		(6,783	)
Pension plan and deferred compensation liabilities		(8,656	)

Total purchase price	$	106,262

Substantially all of these amounts are subject to subsequent adjustment as we continue to gather information during the measurement period. Certain intangible assets were acquired as part this transaction. Trade names, customer relationships, and order backlog have been assigned preliminary fair values subject to additional analysis during the measurement period. Some of these intangible assets have been assigned useful lives while others have been determined to be indefinite-lived.

We have not yet determined the composition of our operating segments for the combined entity. We expect to be able to deduct goodwill for income tax purposes; however, book and tax goodwill may differ due to differences in book and tax capitalization rules.

Cash Dividend

On March 1, 2016, our Board of Directors declared a quarterly cash dividend of $0.10 per share, payable on March 31, 2016 to shareholders of record at March 15, 2016.