HG Holdings, Inc. - Quarter Report: 2013 March (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

 

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Form 10-Q

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(Mark One)

 

For the quarterly period ended March 30, 2013

or

For the transition period from _____ to _____.

 

Commission file number: 0-14938

 

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STANLEY FURNITURE COMPANY, INC.

(Exact name of registrant as specified in its charter)

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1641 Fairystone Park Highway, Stanleytown, VA 24168
(Address of principal executive offices, Zip Code)

 

 

(276) 627- 2010

(Registrant’s telephone number, including area code)

 

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

 

                Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act, (check one):
 

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

 

As of April 12, 2013, 14,486,022 shares of common stock of Stanley Furniture Company, Inc., par value $.02 per share, were outstanding.

 

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PART I.  FINANCIAL INFORMATION

 

ITEM 1.FINANCIAL STATEMENTS

 

STANLEY FURNITURE COMPANY, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

 

	March 30,			December 31,
	2013			2012
ASSETS
Current assets:
Cash	$	6,605		$	10,930
Restricted cash		1,737			1,737
Short-term investments		20,000			25,000
Accounts receivable, less allowances of $779 and $654		12,071			10,028
Inventories:
Finished goods		31,113			30,980
Work-in-process		2,107			1,845
Raw materials		2,127			2,235
Total inventories		35,347			35,060
Prepaid and other current assets		3,526			3,438
Deferred taxes		846			962
Total current assets		80,132			87,155
Property, plant and equipment, net		20,423			19,870
Other assets		3,815			3,691
Total assets	$	104,370		$	110,716
LIABILITIES
Current liabilities:
Accounts payable		5,552			8,667
Accrued salaries, wages and benefits		3,115			3,826
Other accrued expenses		2,380			2,421
Total current liabilities		11,047			14,914
Deferred income taxes		846			962
Other long-term liabilities		7,471			7,601
Total liabilities		19,364			23,477
STOCKHOLDERS’ EQUITY
Common stock, $.02 par value, 25,000,000 shares authorized,14,487,111 and 14,566,099 shares issued and outstanding		282			284
Capital in excess of par value		14,914			15,018
Retained earnings		70,327			72,421
Accumulated other comprehensive loss		(517)			(484)
Total stockholders’ equity		85,006			87,239
Total liabilities and stockholders’ equity	$	104,370		$	110,716

 

 

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

 

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STANLEY FURNITURE COMPANY, INC.

CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except per share data)

 

 

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

 

STANLEY FURNITURE COMPANY, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands, except per share data)

 

STANLEY FURNITURE COMPANY, INC.

CONSOLIDATED STATEMENTS OF CASH FLOW

(in thousands)

 

 

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

 

STANLEY FURNITURE COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except per share data)

 

1.         Preparation of Interim Unaudited Consolidated Financial Statements

 

The consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”). In our opinion, 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 have been either condensed or omitted pursuant to SEC rules and regulations. However, we believe 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. We suggest that these consolidated financial statements be read in conjunction with the consolidated financial statements and accompanying notes included in our latest Annual Report on Form 10-K.

 

Revision of 2012 Comprehensive Income

A correction of an immaterial presentation error was made in the Consolidated Statements of Comprehensive Income for the prior year quarter.

 

                                                                                                                   

2.         Property, Plant and Equipment

 

3.         Income taxes

 

During the three months of 2013, we recorded a non-cash charge to our valuation allowance of $973,000 increasing our valuation allowance against deferred tax assets to $4.5 million at March 30, 2013.The primary assets covered by this valuation allowance are net operating losses. The valuation allowance was calculated in accordance with the provisions of ASC 740, Income Taxes, which requires an assessment of both positive and negative evidence when measuring the need for a valuation allowance.Our results over the most recent three-year period were heavily affected by our business restructuring activities.Our cumulative loss in the most recent three-year period, in our view, represented sufficient negative evidence to require a valuation allowance under the provisions of ASC 740, Income Taxes. We intend to maintain a valuation allowance until sufficient positive evidence exists to support its reversal. Although realization is not assured, we have concluded that the remaining net deferred tax asset in the amount of $846,000 will be realized based on the reversal of existing deferred tax liabilities. The amount of the deferred tax assets actually realized, however, could vary if there are differences in the timing or amount of future reversals of existing deferred tax liabilities. Should we determine that we will not be able to realize all or part of our deferred tax asset in the future, an adjustment to the deferred tax asset will be charged to income in the period such determination is made.

 

The major reconciling items between our effective income tax rate and the federal statutory rate are the increase in our valuation allowance and the cash surrender value on life insurance policies.

 

 

4.         Employee Benefits Plans

 

Components of other postretirement benefit cost:

 

5.         Stockholders’ Equity

 

Basic earnings per common share are based upon the weighted average shares outstanding.Outstanding stock options are treated as potential common stock for purposes of computing diluted earnings per share.Basic and diluted earnings per share are calculated using the following share data:

 

 

In the 2013 and 2012 first quarter periods, the dilutive effect of stock options is not recognized since we have a net loss. Approximately 2.1 million shares in 2013 and 1.8 million shares in 2012 are issuable upon the exercise of stock options, which were not included in the diluted per share calculation because they were anti-dilutive. Also, 367,000 shares in 2013 and 179,000 shares in 2012 of restricted stock were not included because they were anti-dilutive.

 

A reconciliation of the activity in Stockholders’ Equity accounts for the quarter ended March 30, 2013 is as follows:

 

 

In 2012, we made the strategic decision to consolidate our corporate office and High Point showroom into a single multi-purpose facility in High Point, North Carolina. During the current quarter, we recorded $260,000 in restructuring charges in selling, general and administrative expenses for severance and relocation costs associated with this move and consolidation.

 

Restructuring accrual activity for the three months ending March 30, 2013 was as follows:

 

Restructuring accrual activity for the three months ending March 31, 2012 was as follows:

 

 

The restructuring accrual is classified as “Other accrued expenses”.

 

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

 

Results of Operations

 

The following table sets forth the percentage relationship to net sales of certain items included in the Consolidated Statements of Income:

 

Net sales decreased $729,000, or 2.7%, for the three month period ended March 30, 2013, from the comparable 2012 period, which was our strongest quarter in 2012. The decrease was due primarily to lower average selling prices and to a lesser extent lower unit volume. The lower average selling prices are primarily related to promotions and discounting of obsolete inventory on the Young America product line. 

 

Gross profit for the first three months of 2013 decreased to $3.4 million, or 13.0% of net sales, from $3.6 million, or 13.4% of net sales, for the comparable three months of 2012. The slight reduction in gross profit was driven mostly by the increased discounting on our Young America product line and inflation on imported product most of which was offset by continued operating improvements at our Young America manufacturing facility in Robbinsville, NC.

 

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Selling, general and administrative expenses increased to $4.9 million, or 18.6% of net sales, for the three month period of 2013 from $4.6 million, or 17.1% of net sales, for the comparable three month period of 2012.The current year expenses include a $260,000 restructuring charge associated with consolidating our corporate offices and High Point showroom into a single multi-purpose facility in High Point, North Carolina. Excluding these one-time costs, our expenditures were essentially flat with prior year. We expect to incur an additional $300,000 to $350,000 during the second quarter of 2013 to complete our consolidation.

 

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On March 5, 2012, the Federal Circuit denied the motions for injunction, “without prejudicing the ultimate disposition of these cases.” As a result, we received a CDSOA distribution in the amount of $39.9 million in April 2012.If the Federal Circuit were to reverse the decisions of the Court of International Trade and determine that the Non-Supporting Producers were entitled to CDSOA distributions, it is possible that Customs may seek to have us return all or a portion of our  share of that distribution.The Federal Circuit held oral arguments on March 8, 2013 concerning the appeals of the Non-Supporting Producers. Based on what we know today, we believe that the chance Customs will seek and be entitled to obtain a return is remote. We therefore recorded income, net of expenses, of $39.4 million in April 2012 as a result of the receipt of these funds.

 

In addition, according to Customs, as of October 1, 2012, approximately $8.9 million in duties had been secured by cash deposits and bonds on unliquidated entries of wooden bedroom furniture that are subject to the CDSOA, and this amount is potentially available for distribution under the CDSOA to eligible domestic producers in connection with the case involving wooden bedroom furniture imported from China. The amount ultimately distributed will be impacted by appeals concerning the results of the annual administrative review process, which can retroactively increase or decrease the actual duties owed on entries secured by cash deposits and bonds, by collection efforts concerning duties that may be owed, and by any applicable legislation and Customs’ interpretation of that legislation. Assuming that such funds are distributed and that our percentage allocation in future years is the same as it was for the 2011 distribution (approximately 30% of the funds distributed) and the $8.9 million in estimated antidumping duties secured by antidumping duty cash deposits and bonds does not change as a result of appeals from the annual administrative review process or otherwise, we could receive approximately $2.7 million more in CDSOA funds.

 

In November 2012, Customs disclosed that it has again withheld funds from any available distribution associated with any cases involved in ongoing litigation until the amounts at issue in the pending litigation have been resolved. Customs withheld a total of $3.0 million in funds related to the antidumping duty order on wooden bedroom furniture from China, which is in addition to the amounts secured by cash deposits and bonds discussed in the previous paragraph. It is expected that Customs will continue withholding such funds until a final decision is reached in the pending litigation. Therefore, no distributions were made in December 2012 for the case involving wooden bedroom furniture imported from China.

 

Due to the uncertainty of the various legal and administrative processes, we cannot provide assurances as to the amount of additional CDSOA funds that ultimately will be received, if any, and we cannot predict when we may receive any additional CDSOA funds.

 

Critical Accounting Policies

 

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 2012 Annual Report on Form 10-K.

 

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,” “estimates,” “expects,” “may,” “will,” “should,” “could”, or “anticipates,” or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy.These statements reflect our 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 our success in profitably producing Young America products in our domestic manufacturing facility, a failure or interruption of our information technology infrastructure, disruptions in foreign sourcing including those arising from supply or distribution disruptions or those arising from changes in political, economic and social conditions, as well as laws and regulations, in countries from which we source products, international trade policies of the United States and countries from which we source products, lower sales due to worsening of current economic conditions, the cyclical nature of the furniture industry, business failures or loss of large customers, the inability to raise prices in response to inflation and increasing costs, failure to anticipate or respond to changes in consumer tastes and fashions in a timely manner, competition in the furniture industry including competition from lower-cost foreign manufacturers, the inability to obtain sufficient quantities of quality raw materials in a timely manner, environmental, health, and safety  compliance costs,  limited use of operating loss carry forwards due to ownership change, extended business interruption at our manufacturing facility, and the possibility that U.S. Customs and Border Protection may seek to reclaim all or a portion of the $39.9 million of Continued Dumping and Subsidy Offset Act (CDSOA) proceeds received in the second quarter of 2012. In addition, we have made certain forward looking statements with respect to payments we expect to receive under the CDSOA, which are subject to the risks and uncertainties described in our discussion of those payments that may cause the actual payments to be subject to claims for recovery or to differ materially from those in the forward looking statements. Any forward-looking statement speaks only as of the date of this filing, and we undertake no obligation to update or revise any forward-looking statements, whether as a result of new developments or otherwise.

 

ITEM 3.Quantitative and Qualitative Disclosures about Market Risk

 

None of our foreign sales or purchases are denominated in foreign currency and we do not have any foreign currency hedging transactions. While our foreign purchases are denominated in U.S. dollars, a relative decline in the value of the U.S. dollar could result in an increase in the cost of our products obtained from offshore sourcing and reduce our earnings or increase our losses, unless we are able to increase our prices for these items to reflect any such increased cost.

 

 

ITEM 4.Controls and Procedures

 

(a)        Evaluation of disclosure controls and procedures.  Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the Exchange Act). Based on this evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this quarterly report.

 

(b)        Changes in internal controls over financial reporting. There were no changes in our internal control over financial reporting that occurred during the first quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

Part II. OTHER INFORMATION

 

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

   

   The following table summarizes the repurchases of our equity securities during the 3-month period ended March 30, 2013:

 

 

 

Item6.   Exhibits 

 

                                     

(1)           Filed herewith

(2)           Under Rule 406T of Regulation S-T, this exhibit is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for  purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise is not subject to liability under those sections.

 

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.

 

 

 

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