NOTE 14 – EMPLOYEE BENEFIT PLANS

Employee Savings Plans

We sponsor a tax-qualified 401(k) retirement plan covering substantially all employees. This plan assists employees in meeting their savings and retirement planning goals through employee salary deferrals and discretionary employer matching contributions. Our contributions to the plan amounted to $1.4 million in fiscal 2020, $1.3 million in fiscal 2019 and $974,000 in fiscal 2018.

We adopted ASU 2017-07 as of the beginning of our 2019 fiscal year on January 29, 2018. Components of net periodic benefit cost other than the service cost for the SRIP, SERP and the Pension Plan are included in the line item “Other income, net” in our condensed consolidated statements of income. Service cost is included in our condensed consolidated statements of income under “Selling and administrative expenses.” The adoption resulted in the reclassification of a $30,000 gain from Selling and administrative expenses to Other income, net in fiscal 2018 consolidated statements of income.

Executive Benefits

Pension, SRIP and SERP Overview

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

■

a supplemental retirement income plan (“SRIP”) for certain former and current executives of Hooker Furniture Corporation; and

■

the Pulaski Furniture Corporation Supplemental Executive Retirement Plan (“SERP”) for certain former executives.

In January 2019, we terminated the Pulaski Furniture Corporation Pension Plan (“Pension Plan”) settled all the obligations in fiscal 2020 which was also frozen and had been frozen since we acquired it in the Home Meridian acquisition.

SRIP and SERP

The SRIP provides monthly payments to participants or their designated beneficiaries based on a participant’s “final average monthly earnings” and “specified percentage” participation level as defined in the plan, subject to a vesting schedule that may vary for each participant. The benefit is payable for a 15-year period following the participant’s termination of employment due to retirement, disability or death. In addition, the monthly retirement benefit for each participant, regardless of age, becomes fully vested and the present value of that benefit is paid to each participant in a lump sum upon a change in control of the Company as defined in the plan. The SRIP is unfunded and all benefits are payable solely from our general assets. The plan liability is based on the aggregate actuarial present value of the vested benefits to which participating employees are currently entitled but based on the employees’ expected dates of separation or retirement. No employees have been added to the plan since 2008 and we do not expect to add additional employees in the future, due to changes in our compensation philosophy, which emphasizes more performance-based compensation measures in total management compensation.

The SERP provides monthly payments to eight retirees or their designated beneficiaries based on a defined benefit formula as defined in the plan. The benefit is payable for the life of the retiree with the following forms available as a reduced monthly benefit: Ten-year Certain and Life; 50% or 100% Joint and Survivor Annuity. The SERP is unfunded and all benefits are payable solely from our general assets. The plan liability is based on the aggregate actuarial present value of the benefits to which retired employees are currently entitled. No employees have been added to the plan since 2006 and we do not expect to add additional employees in the future.

Summarized SRIP and SERP information as of each fiscal year-end (the measurement date) is as follows:

	SRIP (Supplemental Retirement Income Plan)
	Fifty-Two			Fifty-Three
	Weeks Ended			Weeks Ended
	February 2,			February 3,
	2020			2019
Change in benefit obligation:
Beginning projected benefit obligation	$	9,622		$	9,365
Service cost		104			326
Interest cost		351			341
Benefits paid		(537	)		(511	)
Actuarial loss		716			101
Ending projected benefit obligation (funded status)	$	10,256		$	9,622

Accumulated benefit obligation	$	10,131		$	9,182

Discount rate used to value the ending benefit obligations:		2.50	%		3.75	%

Amount recognized in the consolidated balance sheets:
Current liabilities (Accrued salaries, wages and benefits line)	$	557		$	511
Non-current liabilities (Deferred compensation line)		9,699			9,111
Total	$	10,256		$	9,622

	Fifty-Two			Fifty-Three			Fifty-Two
	Weeks Ended			Weeks Ended			Weeks Ended
	February 2,			February 3,			January 28,
	2020			2019			2018
Net periodic benefit cost
Service cost	$	104		$	326		$	302
Interest cost		351			341			345
Net loss		149			172			62
Net periodic benefit cost	$	604		$	839		$	709

Other changes recognized in accumulated other comprehensive income
Net loss arising during period		716			101			393
Amortizations:
Loss		(149	)		(172	)		(62	)
Total recognized in other comprehensive loss (income)		567			(71	)		331

Total recognized in net periodic benefit cost and
accumulated other comprehensive income	$	1,171		$	768		$	1,040

Assumptions used to determine net periodic benefit cost:
Discount rate		3.75	%		3.75	%		4.00	%
Increase in future compensation levels		4.00	%		4.00	%		4.00	%

Estimated Future Benefit Payments:

Fiscal 2021

556

Fiscal 2022

868

Fiscal 2023

868

Fiscal 2024

955

Fiscal 2025

955

Fiscal 2026 through fiscal 2030

4,202

For the SRIP, the discount rate used to determine the fiscal 2020 net periodic cost was 3.75% based on the Moody’s Composite Bond Rate as of January 31, 2019. The discount rate utilized in each period was the Annualized Moody’s Composite Bond Rate rounded to the nearest 0.25%. At February 2, 2020, combining the Mercer yield curve and the plan's expected benefit payments resulted in a rate of 2.50%. This rate was used to value the ending benefit obligations. Increasing the SRIP discount rate by 1% would decrease the projected benefit obligation at February 2, 2020 by approximately $695,000. Similarly, decreasing the discount rate by 1% would increase the projected benefit obligation at February 2, 2020 by $780,000.

At February 2, 2020, the actuarial losses related to the SRIP amounted to $716,000, net of tax of $149,000. At February 3, 2019, the actuarial losses related to the SRIP amounted to $101,000, net of tax of $23,000. The estimated actuarial loss that will be amortized from accumulated other comprehensive income into net periodic benefit cost over the 2021 fiscal year is $337,633. There is no expected prior service (cost) or credit amortization.

	SERP (Supplemental Executive Retirement Plan)
	Fifty-Two			Fifty-Three
	Weeks Ended			Weeks Ended
	February 2,			February 3,
	2020			2019
Change in benefit obligation:
Beginning projected benefit obligation	$	1,805		$	2,008
Service cost		-			-
Interest cost		67			70
Benefits paid		(180	)		(185	)
Actuarial loss (gain)		168			(88	)
Ending projected benefit obligation (funded status)	$	1,860		$	1,805

Accumulated benefit obligation	$	1,860		$	1,805

Discount rate used to value the ending benefit obligations:		2.60	%		3.90	%

Amount recognized in the consolidated balance sheets:
Current liabilities (Accrued salaries, wages and benefits line)	$	172		$	173
Non-current liabilities (Deferred compensation line)		1,688			1,632
Total	$	1,860		$	1,805

	Fifty-Two			Fifty-Three			Fifty-Two
	Weeks Ended			Weeks Ended			Weeks Ended
	February 2,			February 3,			January 28,
	2020			2019			2018
Net periodic benefit cost
Service cost	$	-		$	-		$	-
Interest cost		67			70			83
Net gain		(5	)		-			-
Net periodic benefit cost	$	62		$	70		$	83


Other changes recognized in accumulated other comprehensive income
Net loss (gain) arising during period		168			(88	)		(160	)
Amortizations:
Gain (Loss)		5			-			-
Total recognized in other comprehensive loss (income)		173			(88	)		(160	)

Total recognized in net periodic benefit cost and
accumulated other comprehensive income	$	235		$	(18	)	$	(77	)

Assumptions used to determine net periodic benefit cost:
Discount rate		3.90	%		3.64	%		3.77	%
Increase in future compensation levels		N/A			N/A			N/A

Estimated Future Benefit Payments:

Fiscal 2021

172

Fiscal 2022

168

Fiscal 2023

163

Fiscal 2024

158

Fiscal 2025

152

Fiscal 2026 through fiscal 2030

651

For the SERP, the discount rate assumption used to measure the postretirement benefit obligations is set by reference to a certain hypothetical AA-rated corporate bond spot-rate yield curve constructed by our actuary, Aon Hewitt (“Aon”). This yield curve was constructed from the underlying bond price and yield data collected as of the Plan’s measurement date and is represented by a series of annualized, individual discount rates with durations ranging from six months to seventy-five years. Aon then applies the yield curve to the actuarially projected cash flow patterns to derive the appropriate discount rate. At February 3, 2019, the plan used 3.90% based on the Aon AA Above Median yield curve as of January 31, 2019. This rate was used to determine the fiscal 2020 net periodic cost. At February 2, 2020, combining the Aon AA Above Median yield curve and the plan's expected benefit payments created a rate of 2.60%. This rate was used to value the ending benefit obligations. Increasing the SERP discount rate by 1% would decrease the projected benefit obligation at February 2, 2020 by approximately $130,000. Similarly, decreasing the discount rate by 1% would increase the projected benefit obligation at February 2, 2020 by $148,000.

At February 2, 2020, the actuarial loss related to the SERP was $168,000. At February 3, 2019, the actuarial gain related to the SERP was $88,000. The estimated net transition (asset)/obligation, prior service (cost) credit and actuarial loss that will be amortized from accumulated other comprehensive income into net periodic benefit cost over fiscal 2020 are immaterial.

The Pension Plan

On January 30, 2019, our Board of Directors voted to terminate the Pension Plan. We settled all Pension Plan obligations during the third quarter of fiscal 2020 with the purchase of nonparticipating annuity contracts for plan participants. Consequently, we recognized a $520,000 settlement gain during the quarter, which is recorded in the “other income” line of our condensed consolidated statements of income. The $520,000 represented an amount recorded in accumulated other comprehensive income until the pension obligation was settled upon plan termination.

Summarized Pension Plan information as of February 2, 2020 (the measurement date) is as follows:

Pulaski Furniture Pension Plan
	Fifty-Two			Fifty-Three
	Weeks Ended			Weeks Ended
	February 2,			February 3,
	2020			2019
Change in benefit obligation:
Beginning projected benefit obligation	$	10,906		$	11,198
Acquisition
Service cost		-			-
Interest cost		303			415
Benefits paid		(522	)		(708	)
Settlement		(12,557	)		-
Actuarial loss		1,870			1
Ending projected benefit obligation	$	-		$	10,906

Change in Plan Assets:
Beginning fair value of plan assets	$	10,992		$	8,757
Actual return on plan assets		1,960			23
Employer contributions		344			3,110
Actual expenses paid		(217	)		(190	)
Settlement		(12,557	)		-
Actual benefits paid		(522	)		(708	)
Ending fair value of plan assets	$	-		$	10,992

Funded Status of the Plan	$	-		$	86

Discount rate used to value the ending benefit obligations:		N/A			3.80	%

Amount recognized in the consolidated balance sheets:
Current liabilities (Accrued salaries, wages and benefits line)	$	-		$	86
Non-current liabilities (Deferred compensation line)		-			-
Net Asset/(Liability)	$	-		$	86

	Fifty-Two			Fifty-Three			Fifty-Two
	Weeks Ended			Weeks Ended			Weeks Ended
	February 2,			February 3,			January 28,
	2020			2019			2018
Net periodic benefit cost
Expected administrative expenses	$	105		$	280		$	280
Interest cost		303			415			695
Net gain		(305	)		(575	)		(933	)
Net periodic benefit cost	$	103		$	120		$	42
Settlement/Curtailment Income		(193	)		-			(562	)
Total net periodic benefit cost (Income)	$	(90	)	$	120		$	(520	)

Other changes recognized in other comprehensive income
Net (gain) loss arising during period		327			464			(590	)
Amortization:
Gain		193			-			562
Total recognized in other comprehensive (income) loss		520			464			(28	)

Total recognized in net periodic benefit cost and accumulated other comprehensive income	$	430		$	584		$	(548	)

Assumptions used to determine net periodic benefit cost:
Discount rate		3.80	%		3.82	%		4.14	%
Increase in future compensation levels		N/A			N/A			N/A

Performance Grants

The Compensation Committee of our Board of Directors annually awards performance grants to certain senior executives under the Company’s Stock Incentive Plan. Payments under these awards are based on our achieving specified performance targets during a designated performance period. Generally, each executive must remain continuously employed with the Company through the end of the performance period. Typically, performance grants can be paid in cash, shares of the Company’s common stock, or both, at the discretion of the Compensation Committee at the time payment is made.

Outstanding performance grants are classified as liabilities since the (i) settlement amount for each grant is not known until after the applicable performance period is completed and (ii) settlement of the grants may be made in common stock, cash or a combination of both. The estimated cost of each grant is recorded as compensation expense over its performance period when it becomes probable that the applicable performance targets will be achieved. The expected cost of the performance grants is revalued each reporting period. As assumptions change regarding the expected achievement of performance targets, a cumulative adjustment is recorded and future compensation expense will increase or decrease based on the currently projected performance levels. If we determine that it is not probable that the minimum performance thresholds for outstanding performance grants will be met, no further compensation cost will be recognized and any previously recognized compensation cost will be reversed.

During fiscal 2017, the Compensation Committee awarded performance grants for the 2018 fiscal year. The 2017 awards had a three-year performance period that ended on January 28, 2018. The performance criteria for these awards were met and were paid in April 2018. During fiscal 2018, fiscal 2019 and fiscal 2020, the Compensation Committee awarded performance grants that have three-year performance periods ending on February 3, 2019, February 2, 2020 and January 31, 2021, respectively. The following amounts were accrued in our consolidated balance sheets as of the fiscal period-end dates indicated:

	February 2,		February 3,
	2020		2019
Performance grants
Fiscal 2017 grant (Current liabilities, Accrued wages, salaries and benefits)	$	-	$	621
Fiscal 2018 grant (Current liabilities, Accrued wages, salaries and benefits)		333		468
Total performance grants accrued	$	333	$	1,089