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bset20160928_8k.htm

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 29, 2016

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 29, 2016 Bassett Furniture Industries issued a news release relating to, among other things, the third quarter financial results for the fiscal year ending November 26, 2016. 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 29, 2016.

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 29, 2016	By:	/s/ J. Michael Daniel
	J. Michael Daniel
	Title:	Senior Vice President – Chief Financial Officer

EXHIBIT INDEX

Description

Exhibit No. 99

News release issued by Bassett Furniture Industries on September 29, 2016.

bset20160928_8k.htm

Exhibit 99




Bassett Furniture Industries, Inc.	J. Michael Daniel
P.O. Box 626	Senior Vice President and
Bassett, VA 24055	Chief Financial Officer
	(276) 629-6614 – Investors

	Jay S. Moore
	Director of Communications
For Immediate Release	(276) 629-6450 – Media

Bassett Furniture News Release

Bassett Announces Fiscal Third Quarter Results

(Bassett, Va.) – September 29, 2016 – Bassett Furniture Industries, Inc. (Nasdaq: BSET) announced today its results of operations for its fiscal quarter ended August 27, 2016.

Fiscal 2016 Third Quarter Highlights

●

Consolidated sales were $104.7 million for the third quarter of 2016 compared to $111.0 million for the third quarter of 2015, a decrease of 5.7%.

●

Operating income for the quarter was $7.5 million or 7.2% of sales as compared to $7.7 million or 6.9% of sales for the prior year quarter.

●

Wholesale sales were $58.3 million for the third quarter of 2016 compared to $62.2 million for the third quarter of 2015, a decrease of 6.2%. Wholesale operating profit for the quarter was $5.6 million or 9.8% of sales as compared to $3.8 million or 6.1% of sales for the prior year quarter. Wholesale operating income for the current quarter includes $1.4 million for the settlement of the Polyurethane Foam Antitrust Litigation.

●

Company-owned store sales were $61.2 million for the third quarter of 2016 compared to $62.0 million for the third quarter of 2015, a decrease of 1.3%. This included a comparable store sales decrease of 0.9% compared to the prior year quarter. Comparable store operating income was $1.5 million or 2.4% of sales for the current year quarter as compared to $2.5 million or 4.3% of sales for the prior year quarter. Total retail operating income was $0.8 million or 1.3% of sales for the quarter as compared to $2.0 million or 3.3% of sales for the prior year quarter. Comparable store written sales for the quarter increased 7.9%.

●

Revenue for Zenith was $23.0 million for the third quarter of 2016 compared to $23.7 million for the third quarter of 2015, a 2.8% decrease. Zenith’s operating profit for the quarter was $0.7 million or 2.9% of sales as compared to $1.1 million or 4.5% of sales for the prior year quarter.

●

Net income for the quarter was $4.2 million or $0.38 per diluted share as compared to $4.3 million or $0.39 per diluted share for the prior year quarter.

“Despite facing an environment of weaker demand for home furnishings during our third quarter, our level of profitability remained intact while consolidated sales declined by 5.7%,” said Robert H. Spilman, Jr., Chairman and CEO. “We were especially encouraged by the 7.9% comparable store written sales gain that we posted in the period. With our factories running efficiently and our inventory levels in good shape, we are positioned to service our Labor Day sales and meet demand for the historically stronger fall selling season.”

Wholesale Segment

Net sales for the wholesale segment were $58.3 million for the third quarter of 2016 as compared to $62.2 million for the third quarter of 2015, a decrease of $3.9 million or 6.2%. This decrease was driven by lower shipments to the open market (outside the Bassett Home Furnishings network) while shipments to the Bassett Home Furnishings network were essentially flat compared to the prior year period. The decrease in sales to the open market was primarily due to lower sales of imported product primarily from the discontinuation of our relationship with a significant customer and loss of sales from the HGTV Home Collection brand, exited late in 2015. Gross margins for the wholesale segment were 35.4% for the third quarter of 2016 as compared to 33.5% for the third quarter of 2015. This increase is primarily due to the $1.4 million settlement of the Polyurethane Foam Antitrust Litigation. Excluding the effects of the legal settlement, the gross margin would have been 33.0%. This decrease is due primarily to lower margins in domestic wood operations associated with introduction of new products into the growing Bench Made line. Wholesale SG&A for the third quarter of 2016 was $15.0 million as compared to $17.0 million for the prior year period. SG&A as a percentage of sales decreased to 25.7% as compared to 27.4% for the third quarter of 2015. This decrease in SG&A as a percentage of sales was primarily driven by lower bad debt costs and incentive compensation expenses. Operating income was $5.6 million or 9.8% of sales as compared to $3.8 million or 6.1% of sales in the prior year.

“Our domestically produced products accounted for 69% of wholesale sales for the quarter as consumers continue to gravitate to the custom options and high levels of service that characterize our casual dining, Bench Made, and custom upholstery product lines,” continued Spilman. “Our wholesale sales decline was primarily attributable to sales of imported products to customers outside of our store network, most notably one major account that we discontinued our relationship with earlier in the year. We will be introducing a new range of motion upholstery products designed specifically for non-Bassett store markets at the upcoming High Point furniture market in three weeks. Additionally, we are excited about our upcoming late fall retail product launch as we plan to build on the successful spring introduction that drove our written comparable store sales gains this summer.”

Retail Segment

Net sales for the 59 Company-owned Bassett Home Furnishings stores were $61.2 million for the third quarter of 2016 as compared to $62.0 million for the third quarter of 2015, a decrease of $0.8 million or 1.3%. The decrease was due to a $0.5 million or 0.9% decrease in comparable store sales along with a $0.3 million decrease in non-comparable store sales.

While the Company does not recognize sales until goods are delivered to the consumer, management tracks written sales (the retail dollar value of sales orders taken, rather than delivered) as a key store performance indicator. Written sales for comparable stores increased by 7.9% for the third quarter of 2016 as compared to the third quarter of 2015.

The consolidated retail operating profit for the third quarter of 2016 was $0.8 million as compared to $2.0 million for the third quarter of 2015, a decline of $1.2 million. The 56 comparable stores generated operating income of $1.5 million for the quarter, or 2.4% of sales, as compared to $2.5 million, or 4.3% of sales, for the prior year quarter. Gross margins for comparable stores were 50.2% for the third quarter of 2016 compared to 50.4% for the third quarter of 2015. SG&A expenses for comparable stores increased $0.8 million to $28.4 million or 47.8% of sales as compared to 46.1% of sales for the third quarter of 2015. This increase in SG&A as a percentage of sales was primarily driven by higher advertising and promotional costs along with increased health care costs.

“Corporate retail profitability was affected by several factors in the quarter as delivered comparable sales declined by (0.9%),” added Spilman. “In addition to higher advertising and financing expenses designed to drive sales, our new store opening costs increased significantly as we begin a period of growth that will accelerate in 2017. Our Hunt Valley, Maryland location opened during the last week of the quarter. We have opened two new stores in fiscal 2016 and closed three locations as leases have expired. Next year, we plan to open five to six new locations and reposition four others. Finally, we are focused on continuing our third quarter written sales momentum and extending our 5+ year run of comparable store growth. To this end, we currently have initiatives underway to improve our in-store visual presentation and better communicate our custom capabilities to the consumer.”

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 90 company- and licensee-owned stores at the time of this release, Bassett has leveraged its strong brand name in furniture into a network of corporate and licensed stores that focus on providing consumers with a friendly environment for buying furniture and accessories. The most significant growth opportunity for Bassett continues to be the Company’s dedicated retail store program. Bassett’s retail strategy includes 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, free in-home design visits, and coordinated decorating accessories. Bassett also has a traditional wholesale business with more than 700 accounts on the open market, across the United States and internationally. For more information, visit the Company’s website at bassettfurniture.com. (BSET-E)

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 fiscal quarter of 2016, 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 actual results to differ materially from those indicated in the forward looking statements: the effects of national and global economic or other conditions and future events on the retail demand for home furnishings and the ability of Bassett’s customers and consumers to obtain credit; and the economic, competitive, governmental and other factors identified in Bassett’s filings with the Securities and Exchange Commission. Any forward-looking statement that Bassett makes speaks only as of the date of such statement, and Bassett undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise. Comparisons of results for current and any prior periods are not intended to express any future trends or indication of future performance, unless expressed as such, and should only be viewed as historical data.

###

BASSETT FURNITURE INDUSTRIES, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Income - unaudited

(In thousands, except for per share data)

	Quarter Ended												Nine Months Ended
	August 27, 2016						August 29, 2015						August 27, 2016						August 29, 2015
				Percent of						Percent of						Percent of						Percent of
	Amount			Net Sales			Amount			Net Sales			Amount			Net Sales			Amount			Net Sales

Sales revenue:
Furniture and accessories	$	91,465					$	97,107					$	276,857					$	286,122
Logistics		13,247						13,904						41,395						29,250
Total sales revenue		104,712			100.0	%		111,011			100.0	%		318,252			100.0	%		315,372			100.0	%

Cost of furniture and accessories sold		40,091			38.3	%		44,824			40.4	%		124,496			39.1	%		133,676			42.4	%

Selling, general and administrative expenses excluding new store pre-opening costs		56,800			54.2	%		58,303			52.5	%		173,845			54.6	%		163,203			51.7	%
New store pre-opening costs		281			0.3	%		192			0.2	%		727			0.2	%		236			0.1	%
Lease exit costs		-			0.0	%		-			0.0	%		-			0.0	%		419			0.1	%
Asset impairment charges		-			0.0	%		-			0.0	%		-			0.0	%		106			0.0	%
Management restructuring costs		-			0.0	%		-			0.0	%		-			0.0	%		449			0.1	%
Income from operations		7,540			7.2	%		7,692			6.9	%		19,184			6.0	%		17,283			5.5	%

Remeasurement gain on acquisition of affiliate		-			0.0	%		-			0.0	%		-			0.0	%		7,212			2.3	%
Income from Continued Dumping & Subsidy Offset Act		-			0.0	%		-			0.0	%		-			0.0	%		1,066			0.3	%
Other loss, net		(647	)		-0.6	%		(472	)		-0.4	%		(1,904	)		-0.6	%		(1,692	)		-0.5	%
Income before income taxes		6,893			6.6	%		7,220			6.5	%		17,280			5.4	%		23,869			7.6	%

Income tax provision		2,728			2.6	%		2,954			2.7	%		6,496			2.0	%		9,118			2.9	%
Net income	$	4,165			4.0	%	$	4,266			3.8	%	$	10,784			3.4	%	$	14,751			4.7	%

Basic earnings per share	$	0.39					$	0.39					$	1.00					$	1.38

Diluted earnings per share	$	0.38					$	0.39					$	0.99					$	1.36

BASSETT FURNITURE INDUSTRIES, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(In thousands)

	(Unaudited)
	August 27, 2016			November 28, 2015
Assets
Current assets
Cash and cash equivalents	$	28,051		$	36,268
Short-term investments		23,125			23,125
Accounts receivable, net		19,302			21,197
Inventories, net		53,413			59,896
Other current assets		11,519			6,798
Total current assets		135,410			147,284

Property and equipment, net		105,595			96,104

Other long-term assets
Deferred income taxes, net		9,006			13,471
Goodwill and other intangible assets		17,440			17,682
Other		8,048			8,002
Total long-term assets		34,494			39,155
Total assets	$	275,499		$	282,543

Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable	$	19,569		$	20,916
Accrued compensation and benefits		11,927			14,345
Customer deposits		20,132			23,999
Dividends payable		-			2,184
Current portion of long-term debt		5,003			5,273
Other accrued liabilities		11,077			13,133
Total current liabilities		67,708			79,850

Long-term liabilities
Post employment benefit obligations		12,634			12,694
Long-term debt		9,077			8,500
Other long-term liabilities		3,915			4,133
Total long-term liabilities		25,626			25,327

Stockholders’ equity
Common stock		54,114			54,580
Retained earnings		128,635			120,904
Additional paid-in-capital		1,924			4,560
Accumulated other comprehensive loss		(2,508	)		(2,678	)
Total stockholders' equity		182,165			177,366
Total liabilities and stockholders’ equity	$	275,499		$	282,543

BASSETT FURNITURE INDUSTRIES, INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows - unaudited

(In thousands)

	Nine Months Ended
	August 27, 2016			August 29, 2015
Operating activities:
Net income	$	10,784		$	14,751
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization		8,866			7,302
Equity in undistributed income of investments and unconsolidated affiliated companies		-			(220	)
Non-cash asset impairment charges		-			106
Non-cash portion of lease exit costs		-			419
Remeasurement gain on acquisition of affiliate		-			(7,212	)
Tenant improvement allowances received from lessors		590			933
Deferred income taxes		4,360			3,778
Excess tax benefits from stock-based compensation		87			2,008
Other, net		256			1,445
Changes in operating assets and liabilities
Accounts receivable		2,334			(751	)
Inventories		6,483			(8,165	)
Other current and long-term assets		(4,721	)		(21	)
Customer deposits		(3,867	)		(3,196	)
Accounts payable and accrued liabilities		(6,207	)		2,158
Net cash provided by operating activities		18,965			13,335
Investing activities:
Purchases of property and equipment		(18,955	)		(11,283	)
Proceeds from sale of retail real estate and property and equipment		632			2,952
Cash paid for business acquisition, net of cash acquired		-			(7,323	)
Capital contribution to affiliate		-			(1,345	)
Net cash used in investing activities		(18,323	)		(16,999	)
Financing activities:
Cash dividends		(5,238	)		(4,806	)
Proceeds from the exercise of stock options		114			4,018
Other issuance of common stock		182			254
Repurchases of common stock		(3,989	)		(1,374	)
Taxes paid related to net share settlement of equity awards		(77	)		(178	)
Repayments of notes payable		(7,235	)		(1,630	)
Proceeds from equipment loans		7,384			1,307
Net cash used in financing activities		(8,859	)		(2,409	)
Change in cash and cash equivalents		(8,217	)		(6,073	)
Cash and cash equivalents - beginning of period		36,268			26,673
Cash and cash equivalents - end of period	$	28,051		$	20,600

BASSETT FURNITURE INDUSTRIES, INC. AND SUBSIDIARIES

Segment Information - unaudited

(In thousands)

	Quarter Ended						Nine Months Ended
	August 27, 2016			August 29, 2015			August 27, 2016			August 29, 2015
Net Sales
Wholesale	$	58,303		$	62,165		$	177,785		$	187,675
Retail - Company-owned stores		61,216			62,009			184,754			183,113
Logistical services		22,991			23,650			71,480			51,607
Inter-company eliminations:
Furniture and accessories		(28,054	)		(27,067	)		(85,682	)		(84,666	)
Logistical services		(9,744	)		(9,746	)		(30,085	)		(22,357	)
Consolidated	$	104,712		$	111,011		$	318,252		$	315,372

Operating Income
Wholesale	$	5,648		$	3,795		$	14,380		$	11,518
Retail		768			2,037			1,465			3,967
Logistical services		674			1,070			2,079			2,089
Inter-company elimination		450			790			1,260			683
Lease exit costs		-			-			-			(419	)
Asset impairment charges		-			-			-			(106	)
Management restructuring costs		-			-			-			(449	)
Consolidated	$	7,540		$	7,692		$	19,184		$	17,283

BASSETT FURNITURE INDUSTRIES, INC. AND SUBSIDIARIES

Rollforward of BHF Store Count

	November 28,							August 27,
	2015		Opened*		Closed*			2016

Company-owned stores		60		2		(3	)		59
Licensee-owned stores		33		-		(1	)		32

Total		93		2		(4	)		91

* Does not include openings and closures due to relocation of existing stores within a market.

BASSETT FURNITURE INDUSTRIES, INC. AND SUBSIDIARIES

Supplemental Retail Information--unaudited

(In thousands)

	56 Comparable Stores										56 Comparable Stores
	Quarter Ended					Quarter Ended					Nine Months Ended					Nine Months Ended
	August 27, 2016					August 29, 2015					August 27, 2016					August 29, 2015
			Percent of					Percent of					Percent of					Percent of
	Amount		Net Sales			Amount		Net Sales			Amount		Net Sales			Amount		Net Sales

Net sales	$	59,371		100.0	%	$	59,884		100.0	%	$	176,425		100.0	%	$	175,849		100.0	%

Cost of sales		29,568		49.8	%		29,717		49.6	%		88,545		50.2	%		87,490		49.8	%

Gross profit		29,803		50.2	%		30,167		50.4	%		87,880		49.8	%		88,359		50.2	%

Selling, general and administrative expense*		28,353		47.8	%		27,621		46.1	%		84,088		47.7	%		83,237		47.3	%

Income from operations	$	1,450		2.4	%	$	2,546		4.3	%	$	3,792		2.1	%	$	5,122		2.9	%

	All Other Stores												All Other Stores
	Quarter Ended						Quarter Ended						Nine Months Ended						Nine Months Ended
	August 27, 2016						August 29, 2015						August 27, 2016						August 29, 2015
				Percent of						Percent of						Percent of						Percent of
	Amount			Net Sales			Amount			Net Sales			Amount			Net Sales			Amount			Net Sales

Net sales	$	1,845			100.0	%	$	2,125			100.0	%	$	8,329			100.0	%	$	7,264			100.0	%

Cost of sales		910			49.3	%		1,151			54.2	%		4,889			58.7	%		3,942			54.3	%

Gross profit		935			50.7	%		974			45.8	%		3,440			41.3	%		3,322			45.7	%

Selling, general and administrative expense		1,336			72.4	%		1,291			60.8	%		5,040			60.5	%		4,241			58.4	%
Pre-opening store costs**		281			15.2	%		192			9.0	%		727			8.7	%		236			3.2	%

Loss from operations	$	(682	)		-37.0	%	$	(509	)		-24.0	%	$	(2,327	)		-27.9	%	$	(1,155	)		-15.9	%

*	Comparable store SG&A includes retail corporate overhead and administrative costs.

**	Pre-opening store costs include the accrual for straight-line rent recorded during the period between date of possesion and store opening date, employee payroll and training costs prior to store opening and other various expenses incurred prior to store opening.