Form 8-K

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) September 28, 2005

 


 

BASSETT FURNITURE INDUSTRIES, INCORPORATED

(Exact name of registrant as specified in its charter)

 


 

VIRGINIA   0-209   54-0135270

(State or other jurisdiction of

incorporation or organization)

  (Commission File No.)  

(I.R.S. Employer

Identification No.)

 

3525 FAIRYSTONE PARK HIGHWAY

BASSETT, VIRGINIA

  24055
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code 276/629-6000

 

 

(Former name or former address, if changed since last report)

 


 

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):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 



Item 2.02 Results of Operations and Financial Condition.

 

On September 28, 2005, Bassett Furniture Industries issued a news release relating to, among other things, the third quarter and year-to-date financial results for the fiscal year 2005. A copy of the news release announcing this information is attached to this report as Exhibit 99.1.

 

Item 2.05 Costs Associated with Exit or Disposal Activities

 

On September 29, 2005, Bassett Furniture Industries committed to and announced plans to cease operations at its wood manufacturing facility in Mt. Airy, N.C. In connection with the closing of the Mt. Airy facility, the Company will record a fourth quarter pre-tax restructuring and impairment charge of approximately $2.0 to $3.0 million, approximately half of which is asset impairment of primarily machinery and equipment and half is employee termination and benefit related costs. A copy of the news release announcing this information is attached to this report as Exhibit 99.2.

 

Item 2.06 Material Impairments

 

The information set forth above in Item 2.05 is hereby incorporated into Item 2.06 by reference.

 

Item 9.01 Financial Statements and Exhibits

 

Exhibit 99.1 News release issued by Bassett Furniture Industries, Inc. on September 28, 2005.

 

Exhibit 99.2 News release issued by Bassett Furniture Industries, Inc. on September 29, 2005.


Signatures

 

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.

 

    BASSETT FURNITURE INDUSTRIES, INCORPORATED
Date: September 28, 2005   By:  

/s/ Barry C. Safrit


        Barry C. Safrit
    Title:   Vice President, Chief Financial Officer


EXHIBIT INDEX

 

Description

 

Exhibit No. 99.1   News release issued by Bassett Furniture Industries, Inc. on September 28, 2005.
Exhibit No. 99.2   News release issued by Bassett Furniture Industries, Inc. on September 29, 2005.
News release issued by Bassett Furniture Industries, Inc. on September 28, 2005

Exhibit 99.1

 

LOGO     
Bassett Furniture Industries, Inc.    Barry C. Safrit, V.P., CFO
P.O. Box 626    (276) 629-6757 – Investors
Bassett, VA 24055    (276) 629-6332 – Fax
     Jay S. Moore, Dir. of Communications
For Immediate Release    (276) 629-6450 – Media
     (276) 629-6418 – Fax

 

Bassett Furniture News Release

 

Bassett Announces Third Quarter 2005 Earnings

 

(Bassett, Va.) – September 28, 2005 – Bassett Furniture Industries Inc. (Nasdaq: BSET) announced today its earnings for its fiscal quarter ended August 27, 2005.

 

Sales for the third quarter of 2005 were $82.7 million, up 5.3 percent from third quarter 2004 levels, led by a $5 million or 12 percent increase in shipments to Bassett Furniture Direct (BFD) stores, which outpaced approximately $4 million of expected attrition with traditional furniture stores. Additionally, the acquisition of the Dallas BFD stores impacted net sales by approximately $3 million in the third quarter of 2005.

 

The Bassett Furniture Direct retail store program continues to grow with 127 stores currently in operation. Licensees opened six stores during the third quarter. The Company expects licensees to open another four to five stores in the fourth quarter for a total of 20 or 21 new BFD stores in fiscal 2005. Sales to BFD stores were 67 percent of total wholesale shipments in the first nine months of 2005 compared to 58 percent in the first nine months of 2004.

 

“We are pleased with the growth of our Bassett Furniture Direct program and the continued strong performance from our upholstery division and imported products within our wood division,” said Robert H. Spilman Jr., president and chief executive officer. “Our focus is squarely on retail and utilizing our expanded group of Corporate stores to build a platform for operational excellence which will serve the entire BFD store program.”

 

Margins for the quarter and year are up due to both the increase in Company-owned BFD retail sales and an improved sales mix of imported products. SG&A expenses were also up due to the addition of Company-owned BFD stores and increases in marketing spending.

 

The Company reported net income for the quarter of $1.9 million or $.16 per share including impairment charges of $1.7 million (pretax) for the previously announced acquisitions and consolidations of seven BFD stores (three in Upstate NY and four in Atlanta, Ga.). This compares to net income of $1.1 million or $.10 per share including a $1.2 million pretax charge for a plant closing in the third quarter of 2004. Excluding the respective charges, net income was $3.0 million or $.25 per share in the third quarter of 2005 compared to net income of $1.9 million or $.16 per share in the third quarter of 2004. A reconciliation to the net income and earnings per share calculations has been set forth below.


The Company acquired the Upstate NY BFD operations and a controlling interest in its Atlanta licensee and has accounted for these transactions using the purchase method of accounting. The $1.7 million charge reflects the excess of cash paid and liabilities assumed over the fair market value of net assets acquired (primarily inventories, fixed assets and recorded goodwill). For the year, the Company has acquired 15 Company-owned stores bringing its total number of Company-owned stores to 27, 21% of the 127 store network. The Company does not anticipate acquiring or consolidating any additional BFD stores this year.

 

Year-to-date, net income for 2005 is $5.3 million or $.44 per diluted share including $4.2 million of year-to-date pre-tax impairment charges. This compares to $5.3 million or $.45 per diluted share including pre-tax restructuring and impaired asset charges of $4.1 million and a $3.9 million gain on the sale of property for the first nine months of fiscal 2004. Excluding the respective charges and prior year gain, year-to-date net income is $7.9 million or $.66 per share which compares to $5.4 million or $.46 per share in 2004. A reconciliation to the net income and earnings per share calculations has been set forth below.

 

The Company has generated positive operating cash flow for the year through a combination of earnings and reductions in domestic wood inventories. The Company paid its regular quarterly dividend to shareholders during the quarter.

 

Bassett also announced that its Board of Directors has declared a regular quarterly dividend of $.20 per share payable on December 1, 2005, to shareholders of record on November 15, 2005.

 

Bassett Furniture Industries, Inc. is a leading manufacturer and marketer of high quality, mid-priced home furnishings. With over 125 Bassett Furniture Direct stores, Bassett has leveraged its strong brand name in furniture into a growing network of owned and licensed stores that focus on providing consumers with a friendly environment for buying furniture and accessories. The most significant growth vehicle for Bassett continues to be the Company’s dedicated retail store program. Bassett’s retail strategy encompasses affordable custom-built furniture that is ready for delivery in the home within 30 days. The stores also feature the latest on-trend furniture styles, more than 1,000 upholstery fabrics, free in-home design visits, and coordinated decorating accessories. For more information, visit the Company’s website at www.bassettfurniture.com.

 

The Company has included the “as adjusted” information because it uses, and believes that others may use, such information in comparing the Company’s operating results from period to period. However, the items excluded in determining the “as adjusted” information are significant components in understanding and assessing the Company’s overall financial performance for the periods covered.

 

Certain of the statements in this release, particularly those preceded by, followed by or including the words “believes,” “expects,” “anticipates,” “intends,” “should,” “estimates,” or similar expressions, or those relating to or anticipating financial results for periods beyond the end of the third quarter of 2005, constitute “forward looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended. For those statements, Bassett claims the protection of the safe harbor for forward looking statements contained in the Private Securities Litigation Reform Act of 1995. In many cases, Bassett cannot predict what factors would cause actual results to differ materially from those indicated in the forward looking statements. Expectations included in the forward-looking statements are based on preliminary information as well as certain assumptions which management believes to be reasonable at this time. The following important factors affect Bassett and could cause those results to differ materially from those expressed in the forward looking statements: economic, competitive, governmental and other factors identified in Bassett’s filings with the Securities and Exchange Commission, and the effects of national and global economic or other conditions and future events on the retail demand for home furnishings.

 

###


BASSETT FURNITURE INDUSTRIES, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Income - Unaudited

(In thousands, except for per share data)

 

    

13 Weeks Ended

August 27, 2005


   

13 Weeks Ended

August 28, 2004


 
     Amount

   

Percent of

Net Sales


    Amount

   

Percent of

Net Sales


 

Net sales

   $ 82,743     100.0 %   $ 78,585     100.0 %

Cost of sales

     57,276     69.2 %     58,495     74.4 %
    


 

 


 

Gross profit

     25,467     30.8 %     20,090     25.6 %
    


 

 


 

Selling, general and administrative

     23,517     28.4 %     19,009     24.2 %

Restructuring and impaired asset charges

     1,739     2.1 %     1,220     1.6 %
    


 

 


 

Income (loss) from operations

     211     0.3 %     (139 )   (0.2 )%

Other income, net

     2,307     2.8 %     1,585     2.0 %
    


 

 


 

Income before income taxes

     2,518     3.0 %     1,446     1.8 %

Income tax provision

     (632 )   (0.8 )%     (318 )   (0.4 )%
    


 

 


 

Net income

   $ 1,886     2.3 %   $ 1,128     1.4 %
    


 

 


 

Basic earnings per share:

   $ 0.16           $ 0.10        
    


       


     

Diluted earnings per share:

   $ 0.16           $ 0.10        
    


       


     


BASSETT FURNITURE INDUSTRIES, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Income - Unaudited

(In thousands, except for per share data)

 

    

39 Weeks Ended

August 27, 2005


   

39 Weeks Ended

August 28, 2004


 
     Amount

   

Percent of

Net Sales


    Amount

   

Percent of

Net Sales


 

Net sales

   $ 246,557     100.0 %   $ 235,508     100.0 %

Cost of sales

     177,644     72.0 %     175,332     74.4 %
    


 

 


 

Gross profit

     68,913     28.0 %     60,176     25.6 %
    


 

 


 

Selling, general and administrative

     64,005     26.0 %     57,289     24.3 %

Gain on sale of property

     —       0.0 %     (3,890 )   (1.7 )%

Restructuring and impaired asset charges

     4,204     1.7 %     4,060     1.7 %
    


 

 


 

Income from operations

     704     0.3 %     2,717     1.2 %

Other income, net

     6,115     2.5 %     4,499     1.9 %
    


 

 


 

Income before income taxes

     6,819     2.8 %     7,216     3.1 %

Income tax provision

     (1,522 )   (0.6 )%     (1,876 )   (0.8 )%
    


 

 


 

Net income

     5,297     2.1 %     5,340     2.3 %
    


 

 


 

Basic earnings per share:

   $ 0.45           $ 0.46        
    


       


     

Diluted earnings per share:

   $ 0.44           $ 0.45        
    


       


     


BASSETT FURNITURE INDUSTRIES, INC. AND SUBSIDIARIES

 

Reconciliation of Net Income as Reported

to Net Income as Adjusted (Unaudited)

(In thousands, except for per share data)

 

 

 

    

39 Weeks Ended

August 27, 2005


  

39 Weeks Ended

August 28, 2004


 
     

Net income as reported

   $ 5,297    $ 5,340  

Gain on sale of property, net of income taxes (a)

     —        (2,412 )

Restructuring and impaired asset charges, net of income taxes (a)

     2,606      2,517  
    

  


Net income as adjusted

   $ 7,903    $ 5,445  
    

  


Reconciliation of Earnings Per Share as Reported

to Earnings Per Share as Adjusted (Unaudited)

 

 

    

39 Weeks Ended

August 27, 2005


  

39 Weeks Ended

August 28, 2004


 
     

Diluted earnings per share

   $ 0.44    $ 0.45  

Gain on sale of property, net of income taxes (a)

     —        (0.20 )

Restructuring and impaired asset charges, net of income taxes (a)

     0.22      0.21  
    

  


Diluted earnings per share as adjusted

   $ 0.66    $ 0.46  
    

  


Reconciliation of Net Income as Reported

to Net Income as Adjusted (Unaudited)

(In thousands, except for per share data)

 

 

 

    

13 Weeks Ended

August 27, 2005


  

13 Weeks Ended

August 28, 2004


 
     

Net income as reported

   $ 1,886    $ 1,128  

Restructuring and impaired asset charges, net of income taxes (a)

     1,078      756  
    

  


Net income as adjusted

   $ 2,964    $ 1,884  
    

  


Reconciliation of Earnings Per Share as Reported

to Earnings Per Share as Adjusted (Unaudited)

 

 

    

13 Weeks Ended

August 27, 2005


  

13 Weeks Ended

August 28, 2004


 
     

Diluted earnings per share

   $ 0.16    $ 0.10  

Restructuring and impaired asset charges, net of income taxes (a)

     0.09      0.06  
    

  


Diluted earnings per share as adjusted

   $ 0.25    $ 0.16  
    

  



(a) Adjustments to net income for both years are taxed at a 38% blended rate.


BASSETT FURNITURE INDUSTRIES, INC. AND SUBSIDIARIES

Consolidated Balance Sheets

(In thousands, except share and per share data)

 

    

(Unaudited)

August 27, 2005


   November 27, 2004

Assets

             

Current assets

             

Cash and cash equivalents

   $ 5,057    $ 4,022

Accounts receivable, net

     42,182      40,507

Inventories

     49,827      47,285

Deferred income taxes

     3,410      4,130

Assets held for sale

     1,213      2,753

Other current assets

     3,878      3,980
    

  

Total current assets

     105,567      102,677
    

  

Property and equipment, net

     39,959      40,243
    

  

Investments

     77,321      73,520

Retail real estate, net

     55,989      53,085

Notes receivable, net

     14,186      14,642

Other, net

     17,855      13,199
    

  

       165,351      154,446
    

  

Total assets

   $ 310,877    $ 297,366
    

  

Liabilities and Stockholders’ Equity

             

Current liabilities

             

Accounts payable

   $ 19,968    $ 19,948

Accrued liabilities

     25,954      18,601
    

  

Total current liabilities

     45,922      38,549
    

  

Long-term liabilities

             

Employee benefits

     9,215      9,423

Long-term debt

     6,318      —  

Real estate notes payable

     15,261      15,604

Distributions in excess of affiliate earnings

     13,729      12,578
    

  

       44,523      37,605
    

  

Commitments and Contingencies

             

Stockholders’ equity

             

Common stock, par value $5 a share, 50,000,000 shares authorized, issued and outstanding - 11,777,505 in 2005 and 11,681,792 in 2004

     58,989      58,680

Retained earnings

     156,557      158,341

Additional paid-in-capital

     2,100      1,373

Accumulated other comprehensive income - unrealized holding gains, net of income tax

     2,786      2,818
    

  

Total stockholders’ equity

     220,432      221,212
    

  

Total liabilities and stockholders’ equity

   $ 310,877    $ 297,366
    

  


BASSETT FURNITURE INDUSTRIES, INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows - Unaudited

(In thousands)

 

    

39 Weeks Ended

August 27, 2005


   

39 Weeks Ended

August 28, 2004


 

Operating Activities

                

Net income

   $ 5,297     $ 5,340  

Adjustments to reconcile net income to net cash provided by operating activities:

                

Depreciation and amortization

     7,043       7,534  

Equity in undistributed income of investments

     (8,027 )     (6,817 )

Provision for write-down of impaired assets

     4,204       2,353  

Provision for losses on trade accounts receivable

     1,809       900  

Net gain from sales of investments

     (908 )     (1,215 )

Net gain from sales of property and equipment

     —         (3,890 )

Deferred income taxes

     (328 )     360  

Changes in employee benefit liabilities

     (208 )     (295 )

Changes in operating assets and liabilities, exclusive of assets and liabilities impacted by a business combination:

                

Trade accounts receivable

     (10,780 )     (1,632 )

Inventories

     3,895       (7,822 )

Other current assets

     340       (341 )

Notes receivable, net

     (1,917 )     (105 )

Accounts payable and accrued liabilities

     1,370       3,234  
    


 


Net cash provided by (used in) operating activities

     1,790       (2,396 )
    


 


Investing Activities

                

Purchases of property and equipment, net

     (2,739 )     (3,262 )

Purchases of retail real estate

     (4,474 )     (5,938 )

Proceeds from sales of property and equipment

     1,613       8,342  

Proceeds from sales of investments

     11,407       10,726  

Purchases of investments

     (9,815 )     (17,021 )

Acquisition of retail licensee stores, net of cash acquired (1)

     67       —    

Dividends from an affiliate

     5,623       5,623  

Other, net

     232       1,099  
    


 


Net cash provided by (used in) investing activities

     1,914       (431 )
    


 


Financing Activities

                

Borrowings under revolving credit arrangement

     4,000       —    

Repayments of real estate notes payable

     (581 )     (105 )

Issuance of common stock, net

     983       1,857  

Repurchases of common stock

     —         (772 )

Cash dividends

     (7,071 )     (7,007 )
    


 


Net cash used in financing activities

     (2,669 )     (6,027 )
    


 


Net change in cash and cash equivalents

     1,035       (8,854 )
    


 


Cash and cash equivalents, beginning of period

     4,022       15,181  
    


 


Cash and cash equivalents, end of period

   $ 5,057     $ 6,327  
    


 



(1) Cash acquired, net of cash paid for the acquisition of retail licensee stores in Atlanta, Upstate New York and Dallas was $67. On a non-cash basis, these transactions included consolidating $6,663 of current assets, $2,380 of fixed assets, $6,629 of current liabilities, and $2,414 of long-term debt.
News release issued by Bassett Furniture Industries, Inc. on September 29, 2005

Exhibit 99.2

 

LOGO   

Jay S. Moore, Director of Communications

(276) 629-6450 - Phone

(276) 629-6418 - Fax

jsmoore@bassettfurniture.com

Bassett Furniture Industries, Inc.     
P.O. Box 626    Barry Safrit, V.P., CFO
Bassett, VA 24055    (276) 629-6757 – Investors
www.bassettfurniture.com    (276) 629-6332 – Fax

 

For Immediate Release

 

BASSETT FURNITURE ANNOUNCES FURTHER CONSOLIDATION OF WOOD PRODUCTION

 

(Bassett, VA) —September 29, 2005: Bassett Furniture Industries, Inc. announced today plans to cease operations at its wood manufacturing facility in Mount Airy, N.C. The closure of the 540,000 square foot facility, located on Sheep Farm Road, will occur in the next 60 days and affect approximately 300 employees or 15 percent of the Company’s workforce. The Company plans to move production of certain products from the Mount Airy facility to its wood facility in Bassett, Va., with the remaining product being imported. During 2005, like most of the U.S. furniture industry, Bassett has continued to experience a shift in demand from its domestically produced wood products to imported wood products.

 

“This decision will result in increased capacity utilization in our Bassett plant” said Robert H. Spilman Jr., president and chief executive officer. “We also believe this decision will strengthen our remaining operations and provide better opportunities to be more efficient and competitive while maintaining the quality of our products. We will continue to pursue a blended manufacturing strategy with domestic production focused on customized products and certain core bedroom groups that can be delivered to the consumer quickly, and with the majority of major collections being imports.”

 

At current product demand levels, the Company expects savings from reduced labor and fixed operating expenses of $4.0 to $5.0 million annually once this transition is complete.


“We recognize that our employees at this facility have worked hard to meet the Company’s goals and this decision is in no way a reflection upon them,” said Mr. Spilman. “Our employees in Mount Airy have been extremely dedicated and loyal employees for many years and we will provide them with assistance to make the transition as smooth as possible under the circumstances.”

 

In connection with the closing of the Mount Airy facility, the Company will record a fourth quarter pre-tax restructuring and impairment charge of approximately $2.0 to $3.0 million or $0.10 to $0.16 per share after tax, approximately half of which will be non-cash in nature.

 

To aid in the transition of those employees affected by the closing of the plant, the Company has arranged for placement services to be provided by the North Carolina Employment Security Commission. Bassett also plans to file a petition with the U.S. Department of Labor’s Division of Trade Adjustment Assistance to establish eligibility for assistance for the displaced employees.

 

With the closing of the Mount Airy facility, the Company will employ approximately 1,700 people and operate two wood furniture plants, one upholstery furniture plant, one supply plant and one contemporary upholstery facility, all located in Virginia and North Carolina. The Company also owns and operates 27 of the 127 stores in the Bassett Furniture Direct store program.

 

About Bassett Furniture Industries, Inc.

 

Bassett Furniture Industries, Inc. (NASDAQ: BSET), is a leading manufacturer and marketer of high quality, mid-priced home furnishings. With more than 125 Bassett Furniture Direct stores, Bassett has leveraged its strong brand name in furniture into a growing network of licensed stores that focus on providing consumers with a friendly environment for buying furniture and accessories. The most significant growth vehicle for Bassett continues to be the Company’s dedicated retail store program. Bassett’s retail strategy encompasses affordable custom-built furniture that is ready for delivery in the home within 30 days. The stores also feature the latest on-trend furniture styles, more than 1,000 upholstery fabrics, free in-home design visits, and coordinated decorating accessories. For more information, visit the Company’s website at www.bassettfurniture.com.

 

Certain of the statements in this release, particularly those preceded by, followed by or including the words “believes,” “expects,” “anticipates,” “intends,” “should,” “estimates,” or similar expressions, or those relating to or anticipating financial results for periods beyond the end of the third quarter of 2005, constitute “forward looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended. For those statements, Bassett claims the protection of the safe harbor for forward looking statements contained in the Private Securities Litigation Reform Act of 1995. In many cases, Bassett cannot predict what factors would cause actual results to differ materially from those indicated in the forward looking statements. Expectations included in the forward-looking statements are based on preliminary information as well as certain assumptions which management believes to be reasonable at this time. The following important factors affect Bassett and could cause those results to differ materially from those expressed in the forward looking statements: economic, competitive, governmental and other factors identified in Bassett’s filings with the Securities and Exchange Commission, and the effects of national and global economic or other conditions and future events on the retail demand for home furnishings.

 

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