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 1, 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 1, 2005, Bassett Furniture Industries issued a news release announcing the acquisition of three Bassett Furniture Direct (BFD) stores in Upstate New York and controlling interest in four BFD stores in Atlanta, Ga, and discussing the expected effects of these acquisitions on the Company’s third fiscal quarter ended August 27, 2005 and for the balance of the current fiscal year ending November 26, 2005. A copy of the news release announcing this information is attached to this report as Exhibit 99.
Item 9.01. Financial Statements and Exhibits
Exhibit 99 News release issued by Bassett Furniture Industries, Inc. on September 1, 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 1, 2005 | By: | /s/ Barry C. Safrit | ||
| Barry C. Safrit | ||||
| Title: | Vice President, Chief Financial Officer | |||
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99 | News release issued by Bassett Furniture Industries on September 1, 2005. |
Exhibit 99
 |
||
| 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 Announces Store Acquisitions
(Bassett, Va.) – September 1, 2005 – Bassett Furniture Industries Inc. (NASDAQ: BSET) announced today that it had finalized the acquisition of three Bassett Furniture Direct (BFD) stores in upstate New York and controlling interest in four BFD stores in Atlanta, Ga.
The Company expects to record a pre-tax charge in its third quarter in the range of $1.0 – $2.0 million in connection with these two transactions and will consolidate the results of both entities into its fourth quarter of fiscal 2005. Bassett forecasts net losses from these operations in the fourth quarter of fiscal 2005 to be approximately $.03 to $.04 per share. The Company expects these retail stores to operate at breakeven in fiscal 2006. This transaction will bring the total number of Company-owned BFDs to 27, approximately 21 percent of the 127 BFDs operating at the end of the third quarter.
“This is another key step in our transition to be a more retail driven Company,” said Robert H. Spilman, Jr. president and chief executive officer. “The Upstate NY and Atlanta operations, combined with our acquisition of the Dallas, Texas BFD operation in our second quarter, will provide us with the scale needed to achieve the consistency and uniformity we believe are vital to our overall Bassett Furniture Direct program. We will provide both the organizational and financial strength needed to improve the performance of these operations.”
Bassett Furniture Industries, Inc. is a leading manufacturer and marketer of high quality, mid-priced home furnishings. With 127 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. While the Company continues to sell its products to other retailers, 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 the immediately preceding paragraphs, 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.