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 27, 2004
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
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 on which registered | |
| 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
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 29, 2004 was $222,421,320.
The number of shares of the Registrants common stock outstanding on January 28, 2005 was 11,750,290.
DOCUMENTS INCORPORATED BY REFERENCE
| (1) | Portions of the Bassett Furniture Industries, Incorporated Annual Report to Stockholders for the year ended November 27, 2004 (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 2005 Annual Meeting of Stockholders to be held February 22, 2005, 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)
Description of Business
Bassett Furniture Industries Incorporated, (together with its consolidated subsidiaries, Bassett, we, our 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.
Our full range of furniture products and accessories are sold through an exclusive retail store network of 116 retail stores known as Bassett Furniture Direct (BFD) of which 93 are independently owned, twelve we own and control (Bassett-owned retail stores) and eleven are operated by joint ventures (partnership licensees) and over 1,000 furniture and department stores located throughout the United States. We have six domestic manufacturing facilities.
Our 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 Bassett Furniture Direct stores and other customers. The wholesale business consists primarily of three operating segments: wood, upholstery and import. Stores we operate and control are included in the retail segment.
Refer to Note 19 of the Consolidated Financial Statements included in the Annual Report for more information about segment information for 2002, 2003 and 2004 and refer to the Managements Discussion and Analysis section of the Annual Report for additional discussion on this topic.
Our 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 43%, 47%, and 51%, of wholesale sales during 2004, 2003 and 2002, respectively. The Company currently has four wood manufacturing facilities. Our 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. We currently have one upholstery manufacturing facility. Our upholstery segment accounted for 36%, 34%, and 33% of wholesale sales during 2004, 2003 and 2002, respectively. Our import segment sources product, principally from Asia, and sells this product to independent and affiliated retailers. Our import segment accounted for 18%, 16%, and 13% of wholesale sales during 2004, 2003 and 2002, respectively. Our retail segment operates 12 Bassett Furniture Direct stores in North Carolina, Nevada and Texas. Our retail segment accounted for 15%, 16% and 5% of total net sales in 2004, 2003 and 2002.
We use 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. We currently assemble and finish these components in several of our plants in the United States.
Our trademarks, including Bassett and the names of our marketing divisions, products and collections, are significant to the conduct of our business. This importance is due to consumer recognition of the names and identification with our broad range of products. Certain of our trademarks are licensed to independent retailers for use in full store and store gallery presentations of our products. We also own patents and licenses that are important in the conduct of our business.
The furniture industry in which we compete is not considered to be a seasonal industry. However, working capital levels will fluctuate based on overall business conditions and desired service levels.
Our backlog of orders believed to be firm was $21,600 at November 27, 2004, and $19,000 at November 29, 2003. It is expected that the November 27, 2004, backlog will be filled within the 2005 fiscal year, with the majority of our backlog being filled during the first quarter of 2005.
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, we are one of the largest furniture manufacturers located in the United States. We have been successful in this competitive environment because our products represent excellent value combining attractive prices, quality and styling; prompt delivery; and courteous service.
PAGE 2
The furniture industry is considered to be a fashion industry subject to constant fluctuations to meet changing consumer preferences and tastes. As such, we are 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. We are not otherwise involved in traditional research and development activities nor do we sponsor research and development activities of any of our customers.
In our view, we have complied in all material respects with all federal, state and local standards in the area of safety, health and pollution and environmental controls. We are involved in environmental matters at certain of our 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 our opinion that the final resolution of these matters will not have a material adverse effect on our financial position or future results of operations.
We employed approximately 2,000 people as of November 27, 2004, none of whom were subject to collective bargaining arrangements. We have not experienced any recent work stoppages. We consider our relationship with our employees to be good.
We have 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-31 to F-48. We own a majority interest in LRG Furniture, LLC (LRG), which is a retailer of home furnishings. We consolidated LRG in 2003. We also have equity method investments in BFD Northeast, LLC (a developer of BFD stores in New England), BFD Atlanta, LLC (a developer of BFD stores in Atlanta, Ga.) and Zenith Freight Lines, LLC (a freight carrier for many of our customers). See Notes 7 and 8 to the Consolidated Financial Statements which are filed with this report for discussion of affiliates.
Our other investments consist of a 99.8% interest in the Bassett Industries Alternative Asset Fund, L.P. (Alternative Asset Fund) and a portfolio of marketable securities.
We classify our marketable securities as available-for-sale, which are reported at fair value. Unrealized holding gains and losses, net of the related income tax effect, on available-for-sale securities are excluded from income and are reported as other comprehensive income in stockholders equity. Realized gains and losses from securities classified as available-for-sale are included in income and are determined using the specific identification method for ascertaining the cost of securities sold. All investments are marked-to-market and recorded at their fair value.
The Alternative Asset Fund was organized under the Delaware Revised Uniform Limited Partnership Act and commenced operations on July 1, 1998. Private Advisors, L.L.C. is the general partner (the General Partner) of the Alternative Asset Fund. We and the 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. Our investment in the Alternative Asset Fund, which totaled $46,593 at November 27, 2004, includes investments in various other private limited partnerships, which contain contractual commitments with elements of market risk. These contractual commitments, which include fixed-income securities and derivatives, may involve future settlements, which give rise to both market and credit risk. The investment partnerships exposure to market risk is determined by a number of factors, including the size, composition, and diversification of positions held, volatility of interest rates, market currency rates, and liquidity. Risks to these funds arise from possible adverse changes in the market value of such interests and the potential inability of counterparties to perform under the terms of the contracts. However, the risk to the Alternative Asset Fund is limited to the amount of the Alternative Asset Fund investment in each of the funds.
We account for our investments in the Alternative Asset Fund by marking them to market value each month based on the net asset values provided by the General Partner. The hedge funds and portfolio managers provide the General Partner with estimated net asset values on a monthly basis that represents the amount the partnership would receive if it were to liquidate its investments in the investee funds. The partnership may redeem part of its investments as of the end of each quarter or calendar year, with no less than 45 days prior written notice. (See Note 6 to the Consolidated Financial Statements which are filed with this report.)
PAGE 3
General Development of Business
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 our operations over the last five years. First, we created and re-channeled sales through a vertically integrated retail sales network. This strategy both builds on our strengths (brand name, balance sheet, product offerings) and better positions us to capitalize on the changing furniture retail environment. Licensee stores, primarily independently owned, known as Bassett Furniture Direct (BFD), accounted for 60% of our sales in 2004. Our full range of furniture products and accessories are sold through an exclusive network of 116 BFD stores, of which 93 are independently owned, 12 we control and consolidate (Bassett-owned retail stores) and 11 are operated by joint ventures (partnership licensees), as well as over 1,000 furniture and department stores located throughout the United States. Second, we have restructured production capacities and reduced costs to better align manufacturing capabilities with our new selling strategies. As a result of these restructurings, over the past 5 years we have reduced our number of facilities from 15 to 6 and reduced headcount from 4,700 to 2,000.
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 us 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 third quarter of 2004, we closed our wood manufacturing facility in Macon, Ga. primarily due to excess capacity at this facility. This plant primarily focused on home office and home entertainment. We determined certain products previously manufactured at the Macon, Ga, facility would be produced at our Mt. Airy, NC facility while certain other products would be imported from foreign sources. Related to the closing of the Macon, Ga. facility, we recorded $1,220 in restructuring charges in the third quarter of 2004. $250 of the $1,220 restructuring charge represents an estimate of the impaired asset write-down of the facility. The remaining $970 represents severance and employee benefits for 180 employees associated with the closure of the plant and additional head count reductions at the corporate office.
In the first quarter of 2004, we made the decision to close our Hiddenite, NC upholstery plant and consolidate our upholstery operations into our Newton, NC plant. Management of this plant has increased production capacity through continued improvements in the manufacturing process which currently allows us to deliver custom-made upholstered furniture into the retail customers home in 30 days or less. The Hiddenite facility is held for sale and we expect it to be sold for an amount approximating net book value. We also decided to close our Hickory, NC BFD store and record additional impairments on two idle manufacturing facilities closed in previous years. Related to these actions, we recorded $2,840 in restructuring charges in the first quarter of 2004. $2,103 of the $2,840 restructuring charge represents an estimate of the impaired asset write-down of the facility. The remaining $737 represents severance and employee benefits for 50 employees associated with the closure of the plant and additional head count reductions at the corporate office.
In the fourth quarter of 2003, we acquired an additional 29% ownership in LRG Furniture, LLC, (LRG) (an affiliate of ours) bringing our total ownership in LRG to 80%. As part of this transaction, we acquired two stores in Las Vegas, Nevada, from LRG for net book value of $1,200.
We closed our wood manufacturing plant in Dublin, Georgia, in the first quarter of 2003. We 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.
We closed our California upholstery plant during the fourth quarter of 2002 and consolidated production into remaining upholstery manufacturing facilities in North Carolina. We 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, we sold this facility, yet deferred the gain from this sale until payment was received in 2004.
Effective March 4, 2002, we purchased five stores in North Carolina and Virginia from LRG an affiliate of ours, 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.
We restructured production capacities for our 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
PAGE 4
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. We 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.
We made a decision in late 2000 to consolidate production in our 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, we 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, we merged all eight of our Company-owned Bassett Furniture Direct (BFD) stores with a licensees five BFD stores to form LRG. Refer to Notes 2 and 8 of the Consolidated Financial Statements which are filed with this report for more information about the joint venture.
Refer to Note 15 of the Consolidated Financial Statements which are filed with this report for a detail of restructuring activity and refer to Managements Discussion and Analysis which is filed with this report for additional discussion on these topics.
Foreign and Domestic Operations and Export Sales
We have no foreign operations, and our export sales were approximately $5.0 million, $9.8 million and $7.5 million in 2004, 2003, and 2002 respectively.
Available Information
Through our website www.bassettfurniture.com, we make available free of charge as soon as reasonably practible after electronically filing or furnishing with the SEC, our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments thereto.
| ITEM 2. | PROPERTIES |
We own 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
Mt. Airy, NC
Bassett Fiberboard
Bassett, VA
PAGE 5
Upholstery Segment:
Bassett Upholstery Division
Newton, NC
Bassett Upholstery Division*
Hiddenite, NC
Other:
Weiman Upholstery
Christiansburg, VA
Properties designated by an asterisk * have ceased manufacturing operations and are currently held either for sale or as idle facilities in connection with restructuring efforts.
We own 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 with the number of locations owned in each city noted:
Greenville, SC (1)
Concord, NC (1)
Greensboro, NC (1)
Fredericksburg, VA (1)
Knoxville, TN (1)
Gulfport, MS (1)
Chesterfield, VA (1)
Louisville, KY (1)
Houston, TX (4)
Denver, CO (1)
Las Vegas, NV (2)
In addition, we own leasehold improvements in approximately 20 stores. All of the properties noted above are operated as Bassett Furniture Direct stores.
We own our general corporate office building, one warehouse, and an outlet store all located in Bassett, Virginia. We also own leasehold improvements in our 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 our manufacturing needs.
The following facilities were sold and disposed of during 2004:
Bassett Furniture Industries
Dublin, GA
The following facilities were sold and disposed of during 2003:
Bassett Upholstery
Los Angeles, CA
The following facilities were sold and 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 |
We are 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 our opinion that the final resolution of these matters will not have a material adverse effect on our financial position or future results of operations.
| ITEM 4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS |
None.
| ITEM 4b. | EXECUTIVE OFFICERS OF THE REGISTRANT |
John E. Bassett III, 46, 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., 45, has served as the General Counsel, Vice President and Secretary for the Company since 1997.
Matthew S. Johnson, 43, 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, 51, joined the Company in 1999 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, 42, 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. In 2004, he was promoted to Vice President of Business Development.
Barry C. Safrit, 42, 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, 60, was 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., 48, 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, 50, 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.
PART II
| ITEM 5. | MARKET FOR THE REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES |
Market and Dividend Information:
Bassetts common stock trades on the NASDAQ national market system under the symbol BSET. We had approximately 1,218 registered stockholders at November 27, 2004. The range of per share amounts for the high and low market prices and dividends declared for the last two fiscal years are listed below:
| Market Prices of Common Stock |
Dividends Declared | |||||||||||
| Quarter |
2004 |
2003 |
2004 |
2003 | ||||||||
| High | Low | High | Low | |||||||||
| First |
23.47 | 15.48 | 14.89 | 11.24 | .20 | .20 | ||||||
| Second |
22.62 | 16.60 | 13.75 | 9.86 | .20 | .20 | ||||||
| Third |
21.93 | 17.00 | 15.40 | 13.09 | .20 | .20 | ||||||
| Fourth |
20.58 | 17.99 | 17.32 | 13.44 | .20 | .20 | ||||||
PAGE 7
Issuer Purchases of Equity Securities
| Total Shares Purchased |
Avg Price Paid |
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1) |
Maximum Dollar Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Progams (1) | ||||||
| August 29 - October 2, 2004 |
| n/a | | $ | 9,420,639 | ||||
| October 3 - October 30, 2004 |
| n/a | | $ | 9,420,639 | ||||
| October 31 - November 27, 2004 |
| n/a | | $ | 9,420,639 | ||||
| (1) | The Companys Board of Directors has authorized the repurchase of up to $40,000,000 in Company stock. This repurchase plan was announced on June 23, 1998. |
| ITEM 6. | SELECTED FINANCIAL DATA |
The selected financial data set forth below for the fiscal years indicated were derived from our audited consolidated financial statements. The information should be read in conjunction with our consolidated financial statements (including the notes thereto) and Managements Discussion and Analysis of Financial Condition and Results of Operations appearing elsewhere in, or incorporated by reference into, this report.
| 2004 |
2003 |
2002 |
2001 |
2000 |
||||||||||||||||
| Net sales |
$ | 315,654 | (2) | $ | 316,857 | (2) | $ | 323,487 | (2) | $ | 305,676 | $ | 367,444 | |||||||
| Cost of sales |
$ | 234,612 | $ | 234,861 | $ | 254,993 | $ | 254,456 | $ | 302,281 | ||||||||||
| Operating profit (loss) |
$ | 3,727 | (1) | $ | (1,230 | )(1) | $ | 6,256 | (1) | $ | (4,912 | ) | $ | (3,196 | ) | |||||
| Other income, net |
$ | 7,123 | $ | 6,097 | $ | 2,854 | $ | 1,228 | $ | 18,263 | ||||||||||
| Income (loss) before income taxes |
$ | 10,850 | $ | 4,867 | $ | 9,110 | $ | (3,684 | ) | $ | 15,067 | |||||||||
| Income taxes (benefit) |
$ | 2,641 | $ | 462 | $ | 2,369 | $ | (1,042 | ) | $ | 4,671 | |||||||||
| Net income (loss) |
$ | 8,209 | $ | (470 | ) | $ | 6,741 | $ | (2,642 | ) | $ | 10,032 | ||||||||
| Diluted earnings (loss) per share |
$ | 0.69 | $ | (0.04 | ) | $ | 0.57 | $ | (0.23 | ) | $ | 0.85 | ||||||||
| Cash dividends declared |
$ | 9,355 | $ | 9,261 | $ | 9,358 | $ | 9,378 | $ | 9,497 | ||||||||||
| Cash dividends per share |
$ | 0.80 | $ | 0.80 | $ | 0.80 | $ | 0.80 | $ | 0.80 | ||||||||||
| Total assets |
$ | 297,366 | $ | 279,780 | $ | 290,880 | $ | 301,403 | $ | 346,680 | ||||||||||
| Long-term debt |
$ | 15,604 | $ | | $ | 3,000 | $ | 7,482 | $ | 45,000 | ||||||||||
| Current ratio |
2.66 to 1 | 2.78 to 1 | 3.02 to 1 | 3.19 to 1 | 3.19 to 1 | |||||||||||||||
| Book value per share |
$ | 18.85 | $ | 18.97 | $ | 19.63 | $ | 20.04 | $ | 21.09 | ||||||||||
| Weighted average number of shares |
11,686,649 | 11,608,853 | 11,697,519 | 11,701,842 | 11,812,962 | |||||||||||||||
| (1) | See Note 15 to the Consolidated Financial Statements which are filed with this report for a discussion of restructuring, impaired asset and unusual charges. |
| (2) | Includes sales from Bassett-owned retail stores. |
| 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 is filed as part of this report on pages F-20 to F-29 and is incorporated herein by reference thereto.
| ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
The information contained in Managements Discussion and Analysis of Financial Condition and Results of OperationsMarket Risk is filed as part of this report on page F-28 and 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 and the report of the independent registered public accounting firm are filed as part of this report on pages F-3 - F-18 and 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-31 to F-48. Selected quarterly financial data for fiscal years ended November 27, 2004 and November 29, 2003 are as follows:
Quarterly Results of Operations (unaudited)
(dollars in thousands except per share data)
| 2004 | |||||||||||||
| First |
Second |
Third |
Fourth | ||||||||||
| Net sales |
$ | 76,568 | $ | 80,355 | $ | 78,585 | $ | 80,146 | |||||
| Gross profit |
19,667 | 20,419 | 20,090 | 20,866 | |||||||||
| Net income |
2,328 | 1,885 | 1,128 | 2,868 | |||||||||
| Basic earnings per share |
0.20 | 0.16 | 0.10 | 0.24 | |||||||||
| Diluted earnings per share (1) |
0.20 | 0.16 | 0.10 | 0.24 | |||||||||
| 2003 | |||||||||||||
| |
First |
|
|
Second |
|
Third |
|
Fourth | |||||
| Net sales |
$ | 77,614 | $ | 76,866 | $ | 79,433 | $ | 82,944 | |||||
| Gross profit |
20,204 | 19,548 | 19,835 | 22,409 | |||||||||
| Cumulative effect of accounting change |
(4,875 | ) | | | | ||||||||
| Net income (loss) |
(6,425 | ) | 1,193 | 1,557 | 3,205 | ||||||||
| Basic earnings (loss) per share |
(0.55 | ) | 0.10 | 0.13 | 0.28 | ||||||||
| Diluted earnings (loss) per share |
(0.55 | ) | 0.10 | 0.13 | 0.28 | ||||||||
| (1) | The cumulative quarterly EPS amounts may not equal annual EPS due to rounding. |
| ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE |
None.
| ITEM 9A. | CONTROLS AND PROCEDURES |
a. Evaluation of our Disclosure Controls. As of the end of the period covered by this Annual Report on Form 10-K, our principal executive officer and principal financial officer have evaluated the effectiveness of our 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 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.
Our 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 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
PAGE 8
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 our Disclosure Controls are effective at a reasonable assurance level.
b. Changes in internal control over financial reporting. There have been no changes in our internal controls over financial reporting during our fourth fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
c. The Sarbanes-Oxley Act of 2002 (the Act) imposed many requirements regarding corporate governance and financial reporting. One requirement under section 404 of the Act, beginning with this annual report, is for management to report on the Companys internal controls over financial reporting and for our independent registered public accountants to attest to this report. In late November 2004, the Securities and Exchange Commission issued an exemptive order providing a 45 day extension for the filing of these reports and attestations by eligible companies. We elected to utilize this 45 day extension, therefore, this Form 10-K does not include these reports. These reports will be included in an amended Form 10-K expected to be filed in March 2005. During 2004, we spent considerable time and resources analyzing, documenting and testing our system of internal controls. Currently, we are not aware of any material weaknesses in our internal controls over financial reporting and related disclosures.
| ITEM 9B. | OTHER INFORMATION |
None.
PART III
| ITEM 10. | DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT |
The information contained on pages 3 through 5 and page 12 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 Registrant has a code of ethics that applies to all of its employees, officers and directors. The code of ethics is available on the Registrants website at www.bassettfurniture.com and the Registrant will post any amendments to, or waivers, from, the code of ethics on that website.
| ITEM 11. | EXECUTIVE COMPENSATION |
The information contained on pages 7 through 12 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.