UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C., 20549
FORM 10-K
| x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES |
| EXCHANGE ACT OF 1934 |
| For | the fiscal year ended November 29, 2003 |
Commission File No. 0-209
BASSETT FURNITURE INDUSTRIES, INCORPORATED
(Exact name of registrant as specified in its charter)
| VIRGINIA | 54-0135270 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
| 3525 FAIRYSTONE PARK HIGHWAY | ||
| BASSETT, VIRGINIA | 24055 | |
| (Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code 276/629-6000
Securities registered pursuant to Section 12(g) of the Act:
| Title of each class: |
Name of each exchange | |
| Common Stock ($5.00 par value) |
NASDAQ |
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, and (2) has been subject to such filing requirements for at least the past 90 days. x Yes ¨ No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x Yes ¨ No
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). x Yes ¨ No
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of May 31, 2003 was $159,529,439.
The number of shares of the Registrants common stock outstanding on January 28, 2004 was 11,642,964.
DOCUMENTS INCORPORATED BY REFERENCE
| (1) | Portions of the Bassett Furniture Industries, Incorporated Annual Report to Stockholders for the year ended November 29, 2003 (the Annual Report) are incorporated by reference into Parts I and II of this Form 10-K. |
| (2) | Portions of the Bassett Furniture Industries, Incorporated definitive Proxy Statement for its 2004 Annual Meeting of Stockholders to be held February 24, 2004, filed with the Securities and Exchange Commission pursuant to Regulation 14A under the Securities Exchange Act of 1934 (the Proxy Statement) are incorporated by reference into Part III of this Form 10-K. |
PART I
| ITEM 1. | BUSINESS |
(dollar amounts in thousands except per share data)
General Development of Business
Bassett Furniture Industries Inc., (together with its consolidated subsidiaries, Bassett or the Company) based in Bassett, Va., is a leading manufacturer, marketer, sourcer and retailer of branded home furnishings. Bassetts products, designed to provide quality, style and value, are sold through Bassett Furniture Direct stores, @t Home with Bassett® galleries, and other furniture and department stores. Bassett was founded in 1902 and incorporated under the laws of Virginia in 1930.
Material Changes in the Development of Business in the last five years are as follows:
There have been two significant business developments that have materially affected the Companys operations over the last five years. First, the Company has created and re-channeled sales through a vertically integrated retail sales network. This strategy both builds on the Companys strengths (brand name, balance sheet, product offerings) and better positions the Company to capitalize on the changing furniture retail environment. Licensee stores, primarily independently owned, known as Bassett Furniture Direct (BFD), accounted for 53% of the Companys sales in 2003. Bassetts full range of furniture products and accessories are sold through an exclusive network of 101 BFD stores, of which 82 are independently owned, 13 are controlled and consolidated by the Company (Bassett-owned retail stores) and six are operated by joint ventures (partnership licensees), as well as over 1,000 furniture and department stores located throughout the United States. Second, the Company has restructured production capacities and reduced costs to better align manufacturing capabilities with the Companys new selling strategies. As a result of these restructurings, the Company has reduced its number of facilities from 13 to 7 and reduced headcount from 4,700 to 2,400.
The Bassett Furniture Direct store program, which began in 1997, entailed not only the creation of a new prototype store, but also includes an internal, cultural transformation aimed at re-focusing company practices and strategies to the ultimate end user, the consumer. The strategy also focused on re-styling the Bassett lines and suites with accessories. Bassett Furniture Direct acts as both a furniture design center and a moderate price point leader two characteristics that combined with custom product and quick delivery offer the Company a unique selling proposition in the furniture industry.
Other significant business developments that impacted the retail store program and manufacturing operations are summarized below.
In the fourth quarter of 2003, the Company acquired an additional 29% ownership in LRG Furniture, LLC, (LRG) (an affiliate of the Company) bringing the Companys total ownership in LRG to 80%. As part of this transaction, the Company acquired two stores in Las Vegas, Nevada, from LRG for net book value of $1,200.
The Company closed the wood manufacturing plant in Dublin, Georgia, in the first quarter of 2003. The Company recorded a charge of $3,200 in the first quarter of 2003 representing a $1,500 write-down of property and equipment and $1,700 of severance and related employee benefit costs for 320 employees associated with the closure.
The Company closed its California upholstery plant during the fourth quarter of 2002 and consolidated production into two remaining upholstery manufacturing facilities in North Carolina. The Company incurred restructuring charges of $1,251, which relate entirely to severance and employee benefit costs for approximately 200 employees. In the fourth quarter of 2003, the Company sold this facility, yet deferred the gain from this sale until payment is received in 2004.
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Effective March 4, 2002, the Company purchased five stores in North Carolina and Virginia from LRG an affiliate of the Company, for net book value (which approximated $0). Included in this transaction were inventories of $3,439, payables of $4,213 and notes payable to bank of $1,189.
The Company restructured production capacities for its Wood Division in 2001. During the first quarter, production was moved from one facility to another and a wood manufacturing facility was identified for closure and subsequently closed in the second quarter. Additionally, 60 corporate office positions were eliminated in the first and second quarters of 2001. Ongoing efforts to match production with demand, offer more competitively priced products and operate more efficient manufacturing facilities resulted in the announcement and subsequent closure of two additional facilities in Bassett, Virginia during the third quarter of 2001. Production has been moved to other manufacturing facilities in Virginia or has been outsourced. Approximately 800 positions were eliminated as a result of this restructuring activity. Restructuring charges of $6,952 were recognized in 2001. The Company also recorded unusual and non-recurring charges of $1,051 for inventory losses related to discontinued product. This amount is included in 2001 cost of sales.
The Company made a decision in late 2000 to consolidate production in its Wood Division. This included transferring certain products to different facilities, reducing one facility to rough-end operations only, and eliminating approximately 300 salaried and hourly positions. As a result, the Company recorded a restructuring charge in 2000 of $6,680, of which, $5,800 related to the write-down of property and equipment and $880 related to severance and related employee benefits costs.
Early in fiscal year 2000, the Company merged all of its eight Company-owned Bassett Furniture Direct (BFD) stores with a licensees five BFD stores to form LRG. Refer to Note H of the Consolidated Financial Statements included in the Annual Report for more information about the joint venture.
During 1999, the Company sold substantially all of the assets of its Bedding Division to Premier Bedding Group LLC (PBG). The net assets sold, which totaled $8,400, were exchanged for $6,500 in cash and a $1,900 convertible note receivable.
Refer to Note N of the Consolidated Financial Statements included in the Annual Report for a detail of restructuring activity and refer to the Managements Discussion and Analysis section of the Annual Report for additional discussion on these topics.
Operating Segments
The Companys primary business is in wholesale home furnishings. The wholesale home furnishings business is involved principally in the manufacture, sale and distribution of furniture products to a network of independently owned stores and stores owned by the Company and by affiliates of the Company. The wholesale business consists primarily of three operating segments: wood, upholstery and import. Stores operated and controlled by the Company are included in the retail segment.
Refer to Note R of the Consolidated Financial Statements included in the Annual Report for more information about segment information for 2001, 2002 and 2003 and refer to the Managements Discussion and Analysis section of the Annual Report for additional discussion on this topic.
Description of Business
Bassett is a manufacturer, retailer and importer of quality home furnishings. Bassetts full range of furniture products and accessories are sold through an exclusive retail store network composed
PAGE 3
of 82 independently owned, thirteen owned and controlled by the Company (Bassett-owned retail stores) and six operated by joint ventures (partnership licensees) retail stores known as Bassett Furniture Direct (BFD) and over 1,000 furniture and department stores located throughout the United States. The Company has eight domestic manufacturing facilities.
The wood segment is engaged in the manufacture and sale of wood furniture, including bedroom and dining suites and accent pieces, to independent and affiliated retailers. The wood segment accounted for 47%, 51%, and 57% of wholesale sales during 2003, 2002 and 2001, respectively. The Company currently has five wood manufacturing facilities. The upholstery segment is involved in the manufacture and sale of upholstered frames and cut upholstery items having a variety of frame and fabric options, including sofas, chairs, and love seats. The Company currently has two upholstery manufacturing facilities. The upholstery segment accounted for 34%, 33%, and 29% of wholesale sales during 2003, 2002 and 2001, respectively. The import segment sources product, principally from Asia, and sells this product to independent and affiliated retailers. The import segment accounted for 16%, 13%, and 11% of wholesale sales during 2003, 2002 and 2001, respectively. The retail segment operates 13 Bassett Furniture Direct stores in North Carolina, Nevada and Texas. The retail segment accounted for 16% and 5% of total net sales in 2003 and 2002.
The Company uses lumber, fabric, leather and other materials in the production of wood and upholstered furniture. These components originate from a variety of domestic and international suppliers and are widely available. Prices for these components in aggregate have been relatively stable over the last several years. The Company currently assembles and finishes these imported components in several of its plants in the United States.
The Companys trademarks, including Bassett and the names of its marketing divisions, products and collections are significant to the conduct of its business. This importance is due to consumer recognition of the names and identification with the Companys broad range of products. Certain of the Companys trademarks are licensed to independent retailers for use in full store and store gallery presentations of the Companys products. The Company also owns certain patents and licenses that are important in the conduct of the Companys business.
The furniture industry in which the Company competes is not considered to be a seasonal industry. However, working capital levels will fluctuate based on overall business conditions and desired service levels.
Sales to one customer (JCPenney) amounted to approximately 3%, 9%, and 15% of gross sales in 2003, 2002 and 2001, respectively. Additionally, sales to LRG were 10% and 7% of net sales in 2002 and 2001, respectively. The Companys backlog of orders believed to be firm was $19,000 at November 29, 2003, and $18,014 at November 30, 2002. It is expected that the November 29, 2003, backlog will be filled within the 2004 fiscal year.
The furniture industry is very competitive and there are a large number of manufacturers both within the United States and offshore who compete in the market on the basis of product quality, price, style, delivery and service. Additionally, certain retailers are increasingly sourcing imported product directly, thus bypassing domestic furniture manufacturers. Based on annual sales revenue, the Company is one of the largest furniture manufacturers located in the United States. The Company has been successful in this competitive environment because its products represent excellent value combining attractive prices, quality and styling; prompt delivery; and courteous service.
The furniture industry is considered to be a fashion industry subject to constant fluctuations to meet changing consumer preferences and tastes. As such, the Company is continuously involved in the development of new designs and products. Due to the nature of these efforts and the close relationship to the manufacturing operations, these costs are considered normal operating costs and are not segregated. The Company is not otherwise involved in traditional research and development activities nor does the Company sponsor research and development activities of any of its customers.
PAGE 4
In managements view, the Company has complied in all material respects with all federal, state and local standards in the area of safety, health and pollution and environmental controls. Compliance with these standards resulted with capital spending in 1998 and 1999, but otherwise, has not had a material adverse effect on past earnings or competitive position. The Company is involved in environmental matters at certain of its plant facilities, which arise in the normal course of business. Although the final outcome of these environmental matters cannot be determined, based on the facts presently known, it is managements opinion that the final resolution of these matters will not have a material adverse effect on the Companys financial position or future results of operations.
The Company employed approximately 2,400 people as of November 29, 2003, none of whom were subject to collective bargaining arrangements. The Company has not experienced any recent work stoppages. The Company considers its relationship with its employees to be good.
The Company has several investments in affiliated companies, including a minority interest in International Home Furnishings Center, Inc. (IHFC) which is a lessor of permanent exhibition space to furniture and accessory manufacturers. The IHFC financial statements are included on pages F-1 to F-16. The Company owns a majority interest in LRG, which is a retailer of home furnishings. The Company consolidated LRG in 2003. See Notes G and H to the consolidated financial statements for discussion of affiliates.
The Alternative Asset Fund commenced operations on July 1, 1998. Private Advisors, L.L.C. is the general partner (General Partner) of the Alternative Asset Fund. The Company and General Partner are currently the only two partners. The objective of the Alternative Asset Fund is to achieve consistent positive returns, while attempting to reduce risk and volatility, by placing its capital with a variety of hedge funds and experienced portfolio managers. Such hedge funds and portfolio managers employ a variety of trading styles or strategies, including, but not limited to, convertible arbitrage, merger or risk arbitrage, distressed debt, long/short equity, multi- strategy and other market neutral strategies. The General Partner has discretion to make all investment and trading decisions, including the selection of investment managers. The General Partner selects portfolio managers on the basis of various criteria, including, among other things, the managers investment performance during various time periods and market cycles, the funds infrastructure, and the managers reputation, experience, training and investment philosophy. In addition, the General Partner requires that each portfolio manager have a substantial personal investment in the investment program. The Companys investment in the Alternative Asset Fund, which totaled $45,251 at November 29, 2003, includes investments in various other private limited partnerships, which contain contractual commitments with elements of market risk. See Note F to the consolidated financial statements for further discussion.
Foreign and Domestic Operations and Export Sales
The Company has no foreign operations, and its export sales were approximately $2.9 million, $2.9 million, and $3.2 million, in 2003, 2002, and 2001 respectively.
Available Information
Through its website www.bassettfurniture.com, the Company makes available free of charge as soon as reasonably practible after electronically filing or furnishing with the SEC, its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments thereto.
| ITEM 2. | PROPERTIES |
The Company owns the following manufacturing facilities, by segment:
Wood Segment:
J. D. Bassett Manufacturing Company *
Bassett, VA
Bassett Superior Lines
Bassett, VA
Bassett Chair Company *
Bassett, VA
Bassett Table Company *
Bassett, VA
Bassett Furniture Industries
Macon, GA
Bassett Furniture Industries
Martinsville, VA
Bassett Furniture Industries*
Dublin, GA
Bassett Furniture Industries
Mt. Airy, NC
Bassett Fiberboard
Bassett, VA
Upholstery Segment:
Bassett Upholstery Division
Newton, NC
Bassett Upholstery Division
Hiddenite, NC
PAGE 5
Other:
Weiman Upholstery
Christiansburg, VA
Properties designated by a single asterisk * have ceased manufacturing operations and are currently either held for sale or are idle facilities in connection with restructuring efforts.
The Company owns the real estate used by certain Bassett Furniture Direct retail stores, ranging from 15,000 to 25,000 square feet each, in the following cities:
Greenville, SC
Concord, NC
Greensboro, NC
Fredericksburg, VA
Knoxville, TN
Gulfport, MS
Chesterfield, VA
Louisville, KY
Houston, TX
In addition, the Company owns leasehold improvements in Hickory, NC, Arlington, TX, Portland, OR, Redmond, WA, Atlanta, GA, Albuquerque, NM, and Virginia Beach, VA All of the properties noted above are operated as Bassett Furniture Direct stores.
The Company owns its general corporate office building, one warehouse, and an outlet store all located in Bassett, Virginia. The Company also owns leasehold improvements in its High Point, NC showroom.
In general, these facilities are suitable and are considered to be adequate for the continuing operations involved. All facilities, except those indicated above as held for sale or idle, are in regular use and provide more than adequate capacity for the Companys manufacturing needs.
The following facilities were disposed of during 2003:
Bassett Upholstery
Los Angeles, CA
The following facilities were sold or disposed of during 2001:
Showroom
Thomasville, NC
Bassett Upholstery
Conover, NC
Bassett Upholstery
Claremont, NC
Warehouse
Los Angeles, CA
PAGE 6
| ITEM 3. | LEGAL PROCEEDINGS |
During 2003, the Company reached a final settlement with the IRS regarding the non-deductibility of interest expense on loans associated with the Companys corporate owned life insurance plan (COLI plan). The Company had previously recorded reserves to cover the negotiated settlement amount and, as such, there were no further tax related charges associated with the COLI.
The Company is also involved in various claims and actions, including environmental matters, which arise in the normal course of business. Although the final outcome of these matters cannot be determined, based on the facts presently known, it is managements opinion that the final resolution of these matters will not have a material adverse effect on the Companys financial position or future results of operations.
| ITEM 4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS |
None.
PAGE 7
| ITEM 4b. | EXECUTIVE OFFICERS OF THE REGISTRANT |
John E. Bassett III, 45, has been with the Company since 1981 and served as Vice President of Wood Manufacturing from 1997 to 2001 and as Vice President Global Sourcing since 2001.
Jay R. Hervey, Esq., 44, has served as the General Counsel, Vice President and Secretary for the Company since 1997.
Dennis Hoy, 45, has been with the Company since 1996, as Casegoods and Merchandise Manager and as Vice President of Merchandising until 1999. He served as Vice President and General Manager, Upholstery until 2001, Vice President Corporate Retail from 2001 to 2002, and now serves as Vice President of Wood Merchandising.
Matthew S. Johnson, 42, has been with the Company for 17 years, most recently as Vice President of Wood Merchandising from 1998 to 2000. Since 2000, he has been serving as Vice President of Merchandising and Design.
Mark S. Jordan, 50, was Director of Product Development and Plant Manager for Ethan Allen from 1974 to 1999. In 1999 he joined the Company as Plant Manager. In 2001, he was promoted to Vice President of Upholstery Manufacturing and in 2002 he was promoted to Vice President and General Manager of Upholstery.
Charles T. King, 41, was with McMillan, Pate and King, CPAs from 1989 to 1998 and joined the Company in 1998 as Retail Controller. In 2001, he was promoted to Vice President and Controller. In 2003, he was promoted to Vice President of Retail Finance.
Barry C. Safrit, 41, was with CHF Industries from 1995 until 1998 as Controller and as Chief Financial Officer and joined the Company as Vice President and Chief Accounting Officer in 1998. He was promoted to Vice President and Chief Financial Officer in 2001.
Keith R. Sanders, 59, was with Ethan Allen from 1995 until 1998 as the Vice President of Manufacturing and Vice President of Upholstery and has been the Vice President of Upholstery Manufacturing for the Company from 1998 to 1999. In 1999, he was promoted to Executive Vice President, Operations.
Robert H. Spilman, Jr., 47, has been with the Company since 1984. He was the Companys Executive Vice President of Marketing and Merchandising from 1994 until 1997 and served as President and Chief Operating Officer from 1997 to 2000. In 2000, he was promoted to Chief Executive Officer and President.
Thomas M. Brockman, 49, joined the Company in late 2003 as Vice President of the Wood Division. From 2000 to 2003 he was the Vice President of Manufacturing for the Mid East Region of Ethan Allen.
PAGE 8
PART II
| ITEM 5. | MARKET FOR THE REGISTRANTS COMMON STOCK AND RELATED STOCKHOLDER MATTERS |
The information contained in the Annual Report under the caption Investor Information with respect to number of stockholders, market prices and dividends paid is incorporated herein by reference thereto.
| ITEM 6. | SELECTED FINANCIAL DATA |
The information for the five years ended November 29, 2003, contained in Other Business Data in the Annual Report is incorporated herein by reference thereto.
| ITEM 7. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
The information contained in Managements Discussion and Analysis of Financial Condition and Results of Operations in the Annual Report is incorporated herein by reference thereto.
| ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS |
The information contained in Managements Discussion and Analysis of Financial Condition and Results of OperationsMarket Risk in the Annual Report is incorporated herein by reference thereto.
| ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA |
The consolidated financial statements and notes to consolidated financial statements of the Registrant and its subsidiaries contained in the Annual Report are incorporated herein by reference thereto. In addition, financial statements of the registrants significant non-consolidated subsidiaries are included in this Form 10-K on pages F-1 to F-16. Quarterly results of operations are included under the caption Other Business Data in the Annual Report to shareholders and are incorporated herein by reference.
| ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE |
None.
| ITEM 9A. | CONTROLS AND PROCEDURES |
a. Evaluation of the Companys Disclosure Controls. As of the end of the period covered by this Annual Report on Form 10-K, the Companys principal executive officer and principal financial officer have evaluated the effectiveness of the Companys disclosure controls and procedures (Disclosure Controls). Disclosure Controls, as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended (the Exchange Act) are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this Annual Report, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commissions (SEC) rules and forms. Disclosure Controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.
The Companys management, including the CEO and CFO, does not expect that our Disclosure Controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have
PAGE 9
been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
Based upon their controls evaluation, our CEO and CFO have concluded that, subject to the limitations noted above, our Disclosure Controls are effective to ensure that the information required to be disclosed by the Company in its periodic reports is accumulated and communicated to our management, including the CEO and CFO, as appropriate to allow timely decisions regarding disclosure and is recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms.
b. Changes in internal control over financial reporting. There have been no significant changes in the Companys internal controls during the Companys fourth fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Companys internal control over financial reporting.
PART III
| ITEM 10. | DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT |
The information contained on pages 3 through 5 and page 11 of the Proxy Statement under the Election of Directors and Section 16(a) Beneficial Ownership Reporting Compliance is incorporated herein by reference thereto. Please see section entitled Executive Officers of the Registrant in Item 4b of Part I of this report for information concerning executive officers.
The Board of Directors has determined that Michael E. Murphy, a member of the Registrants Audit Committee, is an audit committee financial expert (as that term is defined under Item 401(h) of Regulation S-K). The Registrant has made its code of ethics available on its website at www.bassettfurniture.com. The charters for the Audit Committee and the Organization, Compensation and Nominating Committee are also available on the Registrants website.
| ITEM 11. | EXECUTIVE COMPENSATION |
The information contained on pages 6 through 11 of the Proxy Statement under the captions Organization, Compensation and Nominating Committee Report, Stockholder Return Performance Graph, Executive Compensation, Supplemental Retirement Income Plan, Deferred Compensation Agreement, and Director Compensation is incorporated herein by reference thereto.
| ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT |
The information contained on pages 1 through 5 of the Proxy Statement under the headings Principal Stockholders and Holdings of Management and Election of Directors is incorporated herein by reference thereto.
| EQUITY COMPENSATION PLAN INFORMATION |
The following table provides information as of November 29, 2003 with respect to shares of Company Common stock that may be issued under existing equity compensation plans, including the 1993 Long Term Incentive Stock Option Plan, the 1997 Employee Stock Plan, the 1993 Stock Plan for Non-Employee Directors, and the 2000 Employee Stock Purchase Plan (ESPP). All equity compensation plans currently in place have been approved by the stockholders.
PAGE 10
| (a) |
(b) |
(c) |
||||||
| Plan |
Number of Securities to be Issued upon Exercise of Outstanding Options |
Weighted Average Exercise Price of Outstanding Options |
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in column (a)) |
|||||
| Equity Compensation Plans Approved by Stockholders (1) |
1,390,252 | $ | 19.84 | 908,743 | (2) | |||
| Equity Compensation Plans Not Approved by Stockholders (3) |
0 | n/a | 0 | |||||
| Total |
1,390,252 | $ | 19.84 | 908,743 | ||||
| (1) | Includes the following plans: 1993 Long Term Incentive Stock Option Plan; 1997 Employee Stock Plan; 1993 Stock Plan for Non-Employee Directors; 2000 Employee Stock Purchase Plan |
| (2) | Includes shares available under the 1997 Plan (556,082), the 1993 Non-Employee Directors Plan (0) and the 2000 ESPP (352,663) |
| (3) | There are no equity compensation plans in place not approved by stockholders. |
| ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS |
None.
| ITEM 14. | PRINCIPAL ACCOUNTING FEES AND SERVICES |
The information contained on page 12 of the Proxy Statement under the caption Audit and Other Fees is incorporated herein by reference thereto.
PAGE 11
PART IV
| ITEM 15. | EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K |
| (a) | (1) | The following consolidated financial statements of the registrant and its subsidiaries, included in the Annual Report are incorporated herein by reference thereto: | ||||||||||||
| Consolidated Balance SheetsNovember 29, 2003 and November 30, 2002 | ||||||||||||||
| Consolidated Statements of IncomeYears Ended November 29, 2003, November 30, 2002, and November 24, 2001 | ||||||||||||||
| Consolidated Statements of Stockholders EquityYears Ended November 29, 2003, November 30, 2002, and November 24, 2001 | ||||||||||||||
| Consolidated Statements of Cash FlowsYears Ended November 29, 2003, November 30, 2002, and November 24, 2001 | ||||||||||||||
| Notes to Consolidated Financial Statements | ||||||||||||||
| Report of Independent Public Accountants | ||||||||||||||
| International Home Furnishings Center, Inc. Financial Statements are included herein on pages F-1 to F-16. | ||||||||||||||
| (2) | Financial Statement Schedule: | |||||||||||||
| Report of Independent Public Accountants is included in the consent filed as Exhibit 23A to this Annual Report and is incorporated herein by reference. | ||||||||||||||
| Report of Previous Independent Public Accountants | ||||||||||||||
| Schedule IIAnalysis of Valuation and Qualifying Accounts for the years ended November 29, 2003, November 30, 2002, and November 24, 2001 | ||||||||||||||
| (3) | Listing of Exhibits | |||||||||||||
| 3A. | Articles of Incorporation as amended are incorporated herein by reference to Form 10-Q for the fiscal quarter ended February 28, 1994. | |||||||||||||
| 3B. | Amendment to By-laws including By-laws as amended to date. | |||||||||||||
| 4A. | Amended and Restated Credit Agreement with a Bank Group dated July 10, 2003, is incorporated herein by reference to Form 10-Q for the fiscal quarter ended May 31, 2003. | |||||||||||||
| ** | 10A. | Bassett 1993 Long Term Incentive Stock Option Plan is incorporated herein by reference to the Registrants Registration Statement on Form S-8 (no.33-52405) filed on February 25, 1994. | ||||||||||||
| ** | 10B. | Bassett Executive Deferred Compensation Plan is incorporated herein by reference to Form 10-K for the fiscal year ended November 30, 1997. | ||||||||||||
PAGE 12
| ** | 10C. | Bassett Supplemental Retirement Income Plan is incorporated herein by reference to Form 10-K for the fiscal year ended November 30, 1997. | ||||
| ** | 10D. | Bassett 1993 Stock Plan for Non-Employee Directors as amended is incorporated herein by reference to Form 10-K for the fiscal year ended November 25, 2000. | ||||
| ** | 10E. | Bassett 1997 Employee Stock Plan is incorporated herein by reference to the Registrants Registration Statement on Form S-8 (no. 333-60327) filed on July 31, 1998. | ||||
| 13. | Portions of the Registrants Annual Report to Stockholders for the year ended November 29, 2003. | |||||
| 21. | List of subsidiaries of the Registrant | |||||
| 23A. | Consent of Independent Auditors | |||||
| 23B. | Consent of Independent Auditors | |||||
| 23C. | Notice Regarding Lack of Consent of Arthur Andersen | |||||
| 31A. | Certification of Robert H. Spilman, Jr., President and Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||||
| 31B. | Certification of Barry C. Safrit, Vice President and Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||||
| 32A. | Certification of Robert H. Spilman, Jr., President and Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |||||
| 32B. | Certification of Barry C. Safrit, Vice President and Chief Financial Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |||||
| ** | Management contract or compensatory plan or arrangement of the Company. | |||||
| (b) | Reports on Form 8-K | |||||
| The following reports on Form 8-K were filed with or furnished to the SEC by the Company since the beginning of the second quarter of fiscal 2003. The Forms 8-K listed below that were furnished to the SEC shall not be deemed filed for any purpose. | ||||||
| 1. | A current report on Form 8-K, dated June 25, 2003, was filed with the SEC to report under items 5 and 7, the Companys issuance of a press release on the Companys financial results for the second quarter of 2003. | |||||
| 2. | A current report on Form 8-K, dated July 9, 2003, was filed with the SEC to report under items 7 and 9, the Bassett Industries Alternative Asset Fund, L.P. financial statements for the years ended December 31, 2002 and 2001 with report of independent auditors. | |||||
| 3. | A current report on Form 8-K, dated September 25, 2003, was furnished to the SEC to report, under item 12, the Companys issuance of a press release on the Companys financial results for the third quarter of 2003. | |||||
| 4. | A current report on Form 8-K, dated January 9, 2004, was furnished to the SEC to report, under item 12, the Companys issuance of a press release on the Companys financial results for the fourth quarter and fiscal 2003. | |||||
PAGE 13
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
BASSETT FURNITURE INDUSTRIES, INCORPORATED (Registrant)
| By: | /s/ Robert H. Spilman, Jr. |
Date: January 30, 2004 | ||||||
| Robert H. Spilman, Jr. President and Chief Executive Officer Director |
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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| By: | /s/ Paul Fulton |
Date: January 30, 2004 | ||||||
| Paul Fulton Chairman of the Board of Directors |
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| By: | /s/ Peter W. Brown |
Date: January 30, 2004 | ||||||
| Peter W. Brown Director |
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| By: |
/s/ Willie D. Davis |
Date: January 30, 2004 | ||||||
| Willie D. Davis Director |
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| By: |
/s/ Alan T. Dickson |
Date: January 30, 2004 | ||||||
| Alan T. Dickson Director |
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| By: |
/s/ Howard H. Haworth |
Date: January 30, 2004 | ||||||
| Howard H. Haworth Director |
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| By: | /s/ Michael E. Murphy |
Date: January 30, 2004 | ||||||
| Michael E. Murphy Director |
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