BASSETT FURNITURE INDUSTRIES INC
10-Q, 1997-10-14
WOOD HOUSEHOLD FURNITURE, (NO UPHOLSTERED)
Previous: BANKAMERICA CORP, SC 13D/A, 1997-10-14
Next: BROWN TOM INC /DE, 424B4, 1997-10-14



<PAGE>   1
                                    FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

            (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED AUGUST 31, 1997

                                       OR


            [ ] 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                       (I.R.S. Employer
 of incorporation or organization)                  Identification No.)


                             Bassett, Virginia 24055
                    ----------------------------------------
                    (Address of principal executive offices)
                                   (Zip Code)


                                 (540) 629-6000
              (Registrant's telephone number, including area code)

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 the past 90 days. Yes  X   No
                                       ---    ---

At August 31, 1997, 13,017,883 shares of common stock of the Registrant were
outstanding.



                                  Page 1 of 12
<PAGE>   2

                         PART I - FINANCIAL INFORMATION
           BASSETT FURNITURE INDUSTRIES, INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND RETAINED EARNINGS - UNAUDITED

<TABLE>
<CAPTION>
                                                                  NINE MONTHS ENDED AUGUST 31,        THREE MONTHS ENDED AUGUST 31,
                                                                  ----------------------------        -----------------------------
                                                                       1997              1996              1997           1996
                                                                       ----              ----              ----           ----

<S>                                                              <C>               <C>                 <C>            <C>         
Net sales                                                        $333,256,205      $332,231,880        $110,251,770   $109,007,706
     Cost of sales                                                291,314,809       278,966,630          98,383,949     91,225,424
     Selling, general and administrative                           58,189,261        46,139,446          16,710,405     14,816,183
     Non-recurring charges                                         24,006,000           -0-              10,077,000          -0-
                                                                 ------------      ------------        ------------   ------------
                                                                  373,510,070       325,106,076         125,171,354    106,041,607
                                                                 ------------      ------------        ------------   ------------

                        Income (loss) from operations             (40,253,865)        7,125,804         (14,919,584)     2,966,099
Other income, net                                                   9,926,833        11,546,097           4,485,468      3,224,632
                                                                 ------------      ------------        ------------   ------------

                    Income (loss) before income taxes             (30,327,032)       18,671,901         (10,434,116)     6,190,731
Income taxes                                                       14,663,000        (4,140,000)          5,362,000     (1,365,000)
                                                                 ------------      ------------        ------------   ------------

                                    NET INCOME (LOSS)             (15,664,032)       14,531,901          (5,072,116)     4,825,731
Retained earnings - beginning of period                           222,417,127       225,718,704         202,985,437    223,672,342
                                                                 ------------      ------------        ------------   ------------
                                                                  206,753,095       240,250,605         197,913,321    228,498,073
     Cash dividends                                               (10,437,391)      ( 8,021,311)         (2,603,576)   ( 2,626,753)
     Purchase and retirement of common stock                       (1,005,959)     ( 10,005,208)           -0-         ( 3,647,234)
                                                                 ------------      ------------        ------------   ------------
Retained earnings - end of period                                $195,309,745      $222,224,086        $195,309,745   $222,224,086
                                                                 ============      ============        ============   ============




         NET INCOME (LOSS) PER SHARE                                  $ (1.20)           $ 1.08             $ ( .39)        $  .36
                                                                 ============      ============        ============   ============

         DIVIDENDS PER SHARE                                         $    .80           $   .60             $   .20         $  .20
                                                                 ============      ============        ============   ============
</TABLE>


The accompanying notes are an integral part of the condensed consolidated
financial statements.


                                  Page 2 of 12
<PAGE>   3


                   PART I - FINANCIAL INFORMATION - CONTINUED
           BASSETT FURNITURE INDUSTRIES, INCORPORATED AND SUBSIDIARIES
                CONDENSED CONSOLIDATED BALANCE SHEET - UNAUDITED

<TABLE>
<CAPTION>
ASSETS                                             AUGUST 31, 1997                  NOVEMBER 30, 1996
- ------                                             ---------------                  -----------------
<S>                                                 <C>                             <C>         
Current Assets
   Cash and cash equivalents                        $ 73,537,452                         $ 57,285,005
   Trade accounts receivable, less allowances
        for doubtful accounts                         59,913,921                           65,416,910
   Inventories:
        Finished goods                                30,073,935                           42,593,966
        Work in process                                8,988,621                           14,008,754
        Raw materials and supplies                    28,027,799                           38,275,770
                                                    ------------                         ------------
                                                      67,090,355                           94,878,490
   Less LIFO adjustment                               21,916,000                           27,796,000
                                                    ------------                         ------------
                                                      45,174,355                           67,082,490
   Prepaid expenses                                    2,187,639                            1,492,506
   Prepaid income taxes                                1,019,937                              844,737
   Deferred income taxes                              12,513,000                            2,597,000
                                                    ------------                         ------------
                                                     194,346,304                          194,718,648
Property, Plant and Equipment
     Cost                                            167,003,691                          218,528,425
     Less allowances for depreciation                123,931,679                          162,149,761
                                                    ------------                         ------------
                                                      43,072,012                           56,378,664
Other Assets
     Investment in securities                         31,088,075                           29,625,435
     Investment in affiliated companies               28,694,735                           45,820,750
     Assets to be disposed of                          5,514,591                               -0-
     Deferred taxes                                    1,441,000                               -0-
     Other                                            13,130,423                            8,621,947
                                                    ------------                         ------------
                                                      79,868,824                           84,068,132
                                                    ------------                         ------------
                                                    $317,287,140                         $335,165,444
                                                    ============                         ============

LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
Current Liabilities
     Accounts payable                               $ 15,889,902                         $ 20,541,014
     Accrued compensation                              3,910,485                            3,716,206
     Other accrued liabilities                        20,735,994                            6,088,381
                                                    ------------                         ------------
                                                      40,536,381                           30,345,601
Deferrals
     Deferred liabilities                             11,069,599                           10,834,741
     Deferred income taxes                               -0-                                2,504,000
                                                      11,069,599                           13,338,741

Stockholders' Equity
     Common stock                                     65,089,415                           65,377,975
     Retained earnings                               195,309,745                          222,417,127
     Unrealized holding gains, net of tax              5,282,000                            3,686,000
                                                    ------------                         ------------
                                                     265,681,160                          291,481,102
                                                    ------------                         ------------
                                                    $317,287,140                         $335,165,444
                                                    ============                         ============
</TABLE>

- -------------------------------------------

The accompanying notes are an integral part of the condensed financial
statements.


                                  Page 3 of 12
<PAGE>   4


                   PART I - FINANCIAL INFORMATION - CONTINUED
           BASSETT FURNITURE INDUSTRIES, INCORPORATED AND SUBSIDIARIES
           CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS - UNAUDITED


<TABLE>
<CAPTION>
                                                                         NINE MONTHS ENDED AUGUST 31,
                                                                         ----------------------------
                                                                     1997                           1996
                                                                     ----                           ----

<S>                                                             <C>                              <C>         
 NET CASH PROVIDED BY OPERATING ACTIVITIES                      $ 11,987,432                      $22,858,665

 INVESTING ACTIVITIES
      Net change in cost of investment securities                  2,873,121                       12,952,008
      Purchases of property, plant and equipment                  (7,208,755)                      (6,192,249)
      Proceeds from sale of property, plant and equipment          1,876,715                           83,635
      Dividends from affiliated company                           21,245,347                       (1,915,038)
      Other                                                       (2,789,503)                        (130,770)
                                                                ------------                     ------------
                                                                  15,996,925                        4,797,586
 FINANCING ACTIVITIES
      Issuance of common stock                                        55,481                           25,364
      Purchase and retirement of common stock                     (1,350,000)                     (12,610,862)
      Cash dividends                                             (10,437,391)                      (8,021,311)
                                                                ------------                     ------------
                                                                 (11,731,910)                     (20,606,809)
                                                                ------------                     ------------

 CHANGE IN CASH AND CASH EQUIVALENTS                              16,252,447                        7,049,442

 CASH AND CASH EQUIVALENTS - beginning of period                  57,285,005                       51,331,119
                                                                ------------                     ------------

 CASH AND CASH EQUIVALENTS - end of period                      $ 73,537,452                     $ 58,380,561
                                                                ============                     ============
</TABLE>


 ------------------------------------------

The accompanying notes are an integral part of the condensed consolidated
financial statements.



                                  Page 4 of 12
<PAGE>   5

                   PART I - FINANCIAL INFORMATION - CONTINUED
           BASSETT FURNITURE INDUSTRIES, INCORPORATED AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

Note A. SECOND QUARTER 1997 NON-RECURRING AND OTHER CHARGES (thousands) 
On May 21, 1997, the Company announced that it would record pre-tax charges
totaling $30,479 ($18,897 net of taxes, or $1.45 per share). These charges
related to the elimination of the Impact product line and the closing of the
Impact plants, discontinuance of certain National/Mt. Airy products and
assimilation of the Mt. Airy plant into the Bassett Casegoods Division, the
closing of the W. M. Bassett plant and redeployment of products within the other
Bassett Casegoods plants, and other related costs. Of this amount, $22,374 was
recorded in the second quarter with $8,105 to be recorded in subsequent periods.
The components of the non-recurring and other charges, and the remaining reserve
balances are as follows:

<TABLE>
<CAPTION>

                                                                 Accts                
                                            Inventory write    receivable      Impairment of   Restructuring &
                                                 downs         write-downs        assets             other         Total
         ----------------------------------------------------------------------------------------------------------------
<S>                                              <C>             <C>             <C>                <C>           <C>    
         2nd quarter charges                     $6,195          $2,250          $11,180            $2,749        $22,374
         Amounts utilized during 3rd quarter      4,957             119             -0-                780          5,856
         ----------------------------------------------------------------------------------------------------------------
         Remaining reserve at August 31          $1,238          $2,131          $11,180            $1,969        $16,518
</TABLE>

Of the $8,105 in additional expenses projected to be incurred subsequent to May
31, 1997, the Company incurred $2,529 in the third quarter, leaving an estimated
$5,576 for subsequent periods.

On July 7, 1997, a major customer of the Company filed for protection from
creditors under Chapter 11 of the U.S. Bankruptcy Code. As a result of this
action, the Company recorded a pre-tax charge as of May 31, 1997 of $6,000,
$3,700 after-tax ( $ .28 per share).

Note B.  NON-RECURRING AND OTHER CHARGES (thousands)

On October 14, 1997, the Company announced that it would record pre-tax charges
totaling $19,381 ($12,016 net of taxes, or $.92 per share). The charges relate
to the closing of three plants (in addition to the plant closings announced in
the second quarter), continuing the Company's focus on its core business and
further rationalizing its manufacturing capacity, the direct cost of a customer
rebate program related to the Bedding Division, the write-down of obsolete
inventories and other charges.

The components of the pre-tax charges are:

<TABLE>
<CAPTION>
                                                            Subsequent
                                          3rd Quarter        Quarters           Total
                                         --------------   --------------   --------------
<S>                                      <C>              <C>              <C>
Charges included in cost of sales
   -Inventory write-downs                 $       5,125    $      -0-       $    5,125
Miscellaneous charges included in SG&A    $         300    $      -0-       $      300
Non-recurring charges                                                                 
   -Impairment of assets                  $         800    $      -0-       $      800
   -Restructuring and other charges       $       9,037    $      4,119     $   13,156
                                         --------------   --------------   --------------
Total                                     $      15,262    $      4,119     $   19,381
</TABLE>

The write-downs of inventories are a result of the discontinuation of certain
suites and the elimination of SKU's in the Company's continuing efforts to focus
its product offering. Miscellaneous charges included in SG&A relate primarily to
the termination of factoring customer accounts. The asset impairment losses of
$800 consist of the write-downs of operating assets at the Statesville crib
plant and Burkeville veneer plant, and result from the evaluation of the
Company's ability to recover asset costs given current market conditions.


                                  Page 5 of 12
<PAGE>   6

                   PART I - FINANCIAL INFORMATION - CONTINUED
           BASSETT FURNITURE INDUSTRIES, INCORPORATED AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

The restructuring and other charges of $13,156 relate to the transfer of leather
upholstery production to the Company's Newton, NC plant and the closing of the
existing leather upholstery plant, the Statesville plant and the Burkeville
plant and reflects continuing costs until disposal of the latter two plants, the
cost to maintain the leather upholstery plant and the transition costs related
to the transfer of production from the leather upholstery plant and Statesville
plant to other plants owned by the Company. The amounts included in subsequent
quarters in the table above are estimates of period costs to be incurred in the
future relating to the closed plants. Also included in restructuring and other
charges are reserves for severance pay related to the consolidation of all
customer service operations and sales management to the headquarters location in
Bassett, VA, regulatory issues related to the boiler operations at one of the
plants in Bassett, and certain expenses related to the Bedding Division
marketing issues. Also included in restructuring and other charges is a reserve
related to the Bedding Division. As announced in June of this year, the
Company's management has learned that certain mattresses and box springs
manufactured by a subsidiary, E. B. Malone Corporation, for sale to two major
retail customers were made with different specifications than those originally
manufactured for sale by those retailers. To remedy this situation, the Company
intends to implement a program under which consumers who purchased these
products can obtain a rebate directly from the Company. Consequently, the
Company has recorded a charge for the third quarter of fiscal 1997 of $2,500, to
pay for the direct cost of a customer rebate program.

Note C.  CONTINGENCY

In a matter related to the Bedding Division issues described in note B, on June
18, 1997, a suit was filed in the Superior Court of the State of California for
the County of Los Angeles (the "Superior Court") against the Company, two major
retailers and certain current and former employees of the Company seeking
certification of a class consisting of all consumers who purchased these
products from the two major retailers. The suit alleges various causes of
action, including negligent misrepresentation, breach of warranty and fraud, and
seeks compensatory damages of $100 million and punitive damages. The Company
filed a demurrer seeking to dismiss several of the causes of action and on
September 12, 1997, the Superior Court sustained the demurrer but granted the
plaintiffs leave to amend certain of their claims. Although it is impossible to
predict the outcome of this litigation, the Company intends to vigorously defend
this suit because it believes that the damages sought are unjustified and
because certification of a class of consumers is unnecessary and inappropriate
in this case. Because the Company believes that the two major retailers were
unaware of the changes in product specifications, the Company has agreed to
indemnify the two major retailers with respect to the above and any other claims
arising out of the sale of the affected products.


Note D.  EARNINGS PER SHARE

Per share amounts are based on 13,047,457 and 13,431,163 weighted average number
of shares outstanding at August 31, 1997 and 1996 respectively.


                                  Page 6 of 12


<PAGE>   7

                   PART I - FINANCIAL INFORMATION - CONTINUED
           BASSETT FURNITURE INDUSTRIES, INCORPORATED AND SUBSIDIARIES

BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with the instructions to Form 10-Q and do not include all
of the information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair presentation have been included.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

ALL DISCUSSION OF RESULTS OF OPERATIONS THAT FOLLOWS IS PRESENTED EXCLUDING THE
AFFECTS OF THE NON-RECURRING AND OTHER CHARGES DISCUSSED IN NOTES A AND B OF THE
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS INCLUDED HEREIN.

RESULTS OF OPERATIONS:
Major components of net income expressed as a percentage of net sales:

<TABLE>
<CAPTION>
                                                     Nine Months Ended August 31,         Three Months Ended August  31,
                                                     ----------------------------         ------------------------------
                                                   1997       1996        1995            1997        1996       1995
                                                   ----       ----        ----            ----        ----       ----

                  <S>                              <C>        <C>        <C>            <C>           <C>        <C>   
                  Cost of sales                    83.32%     83.97%     83.23%         82.47%        83.69%     82.62%
                  Selling, general and admin.      14.84      13.89      13.50          14.70         13.59      13.70
                  Income from operations            1.85       2.14       3.27           2.82          2.72       3.68
                  Other income, net                 2.98       3.48       2.84           4.07          2.96       3.18
                  Income before income taxes        4.82       5.62       6.11           6.89          5.68       6.86
                  Income taxes                       .60       1.25       1.78            .48          1.25       2.01
                  Net income                        4.22       4.37       4.33           6.41          4.43       4.85
</TABLE>

NET SALES

Net sales for the current two periods compared to prior years:

<TABLE>
<CAPTION>
                                                     Nine Months Ended August 31,             Three Months Ended August 31,
                                                     ----------------------------             -----------------------------
                                                   1997         1996         1995            1997         1996         1995
                                                   ----         ----         ----            ----         ----         ----
                  <S>                           <C>           <C>          <C>            <C>           <C>          <C>     
                  Net sales (thousands)         $333,256      $332,232     $361,752       $110,252      $109,008     $119,184
                  % change from prior year           .3%        (8.2)%       (5.1)%           1.1%        (8.5)%       (4.6)%
</TABLE>

The changes discussed in Notes A and B are expected to reduce annualized net
sales approximately 10%.

COSTS AND EXPENSES

Cost of sales for the third quarter (82.47%) was down 160 basis points from the
1997 second quarter (84.07%), and was 122 basis points down from the 1996 third
quarter (83.69%). The gross profit margin for the nine month period has improved
65 basis points compared to 1996.

<TABLE>
<CAPTION>
                                                       Nine Months Ended August 31,            Three Months Ended August 31,
                                                       ----------------------------            -----------------------------
                                                   1997         1996         1995            1997         1996         1995
                                                   ----         ----         ----            ----         ----         ----
                  <S>                              <C>          <C>           <C>            <C>          <C>          <C>   
                  Materials                        49.51%       49.96%        49.51%         50.46%       50.22%       49.82%
                  Labor                            22.12        21.23         21.33          20.71        20.96        20.83
                  Overhead                         11.69        12.78         12.39          11.30        12.51        11.97
                                                   -----      -------       -------          -----      -------      -------
                                                   83.32        83.97%        83.23%         82.47        83.69%       82.62%
</TABLE>

Selling, general and administrative expenses have increased primarily in
categories associated with product promotion, customer service and expansion of
the Bassett Furniture Direct ("BFD") and Bassett Gallery Programs.

                                  Page 7 of 12


<PAGE>   8

                   PART I - FINANCIAL INFORMATION - CONTINUED
           BASSETT FURNITURE INDUSTRIES, INCORPORATED AND SUBSIDIARIES

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS - CONTINUED

OTHER INCOME, NET
Components of other income (in thousands):

<TABLE>
<CAPTION>
                                                      Nine Months Ended August  31,            Three Months Ended August 31,
                                                      ------------------------  ---            -----------------------------
                                                      1997         1996        1995             1997        1996       1995
                                                      ----         ----        ----             ----        ----       ----
         <S>                                        <C>         <C>         <C>               <C>         <C>        <C>   
         Equity in unremitted income
           of affiliated companies                  $4,119       $3,775      $3,566           $1,364      $1,256     $1,125
         Interest (principally tax exempt)           2,216        1,755       1,756              916         637        633
         Dividends                                     884        1,219       1,736              216         318        526
         Gains from sales of investment securities   1,761        5,370       2,676            1,527       1,221      1,312
         Gains (losses) from sales of property,
           plant and equipment                       1,285            5          55              355           8         30
         Other                                        (338)        (578)        507              107        (215)       171
                                                    ------      -------     -------           ------      ------     ------
                                                    $9,927      $11,546     $10,296           $4,485      $3,225     $3,797
                                                    ======      =======     =======           ======      ======     ======
</TABLE>


INCOME TAXES
The effective income tax rate is less than the statutory rates because of the
effect of non-taxable income in each period presented.

OPERATING INCOME
Operating income for the third quarter was up in the core businesses of
Casegoods, Tables and Upholstery. However, operating income was down in the
Bedding Division and Weiman Divisions.

LIQUIDITY AND CAPITAL RESOURCES:
Cash provided by operating activities:

<TABLE>
<CAPTION>
                                                                        Nine Months Ended August 31,
                                                                        ----------------------------
                                                                        1997         1996         1995
                                                                        ----         ----         ----
         <S>                                                          <C>          <C>          <C>    
         Cash provided by operating activities (thousands)            $11,987      $22,859      $25,809
</TABLE>


The current ratio was 4.79 to 1 at August 31, 1997 and 6.42 to 1 at November 30,
1996. Working capital was $154 million at August 31, 1997, compared to $164
million at November 30, 1996.

Cash provided by operating activities is expected to be adequate for normal
future operating requirements.

There were no material commitments for capital expenditures at August 31, 1997.
Capital expenditures that will be made in the future for normal expansion or
other operating purposes will be made from funds on hand or those generated from
operations.


                                  Page 8 of 12


<PAGE>   9


                           PART II - OTHER INFORMATION
           BASSETT FURNITURE INDUSTRIES, INCORPORATED AND SUBSIDIARIES

ITEM 5.  OTHER INFORMATION.

        Bassett Furniture Industries, Inc., announces third quarter operating
earnings increased 5.1% (excluding the effect of restructuring and non-recurring
and other charges) over the same period in the prior year on a sales increase of
1.1%. The Company also announced it was taking a pre-tax, non-recurring charge
of $19.38 million ($12.02 million net of taxes, or $.92 per share) related to
the closing of three additional plants and other charges. Of the total, $15.26
million will be recorded in the third quarter and the remainder in subsequent
quarters, as incurred. This is a continuation of the Company's focus on its core
business and further rationalization of its manufacturing capacity.

         Sales for the third quarter were $110.25 million, up from $109.01
million in the prior year. Earnings from furniture operations for the quarter,
excluding non-recurring and other charges, increased to $3.12 million in 1997
from $2.97 million in 1996.

         Robert H. Spilman, Jr., President and COO, said the improvement in
operating earnings is encouraging. "Bassett will continue its efforts to focus
on its core business. We will be able to better utilize our manufacturing
capacity with the closing of these additional plants and consolidating
production of two of these plants into existing facilities."

        Bassett had previously announced the closing of its Statesville, NC crib
plant and the transfer of crib production to its Chair Plant in Bassett, VA, and
the Company's exit from the veneer business with the closing of its plant in
Burkeville, VA. In addition, Bassett is closing its stand-alone leather
upholstery plant in Conover, NC and transferring production to its major
upholstery complex in Newton, NC to improve capacity utilization at those
plants.

        The $19.38 million pre-tax charge includes $7.60 million in costs,
including inventory writedowns, related to these plant closings. The Company is
also taking a $4.56 million one-time charge related to obsolete inventory from
discontinued suites resulting from the further elimination of SKU's in its
efforts to focus its product offering. In addition, Bassett is reserving $2.50
million to cover the direct cost of a consumer rebate program to be initiated in
response to the product specification issue at the Bassett Bedding Division that
was announced by the Company in June. The remainder of the charge is for other
expenses such as severance pay related to the consolidation of all customer
service operations and sales management to the headquarters location in Bassett,
regulatory issues related to the boiler operations at one of the plants in
Bassett and certain expenses related to the Bedding Division marketing issues.

        Chairman and CEO, Paul Fulton, stated, "The third quarter charge
addresses certain issues we have been focusing on since my arrival in early
July. We are placing primary emphasis on improving our operations and
profitability through aggressive reviews of our capital allocation and return on
assets, and focusing on our core businesses and areas where we have the
potential for acceptable returns. In addition, I want to take a proactive
approach to resolving the issues that surfaced at our Bedding Division earlier
this year. These and other changes that have taken place since the end of our
second quarter place the Company in a better position for future growth and
profitability."

        The condensed and consolidated statement of operations (unaudited) for
the nine months and three months ended August 31, 1997, is shown on page 2 of 12
of this Form.


                                  Page 9 of 12


<PAGE>   10

           BASSETT FURNITURE INDUSTRIES, INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND RETAINED EARNINGS - UNAUDITED

<TABLE>
<CAPTION>
                                                                   NINE MONTHS ENDED AUGUST 31,      THREE MONTHS ENDED AUGUST 31,
                                                                   ----------------------------      -----------------------------
                                                                     1997              1996                1997            1996
                                                                     ----              ----                ----            ----
<S>                                                              <C>               <C>                 <C>            <C>       
Net sales                                                        $333,256,205      $332,231,880        $110,251,770   $109,007,706
     Cost of sales                                                291,314,809       278,966,630          98,383,949     91,225,424
     Selling, general and administrative                           58,189,261        46,139,446          16,710,405     14,816,183
     Non-recurring charges                                         24,006,000           -0-              10,077,000          -0-
                                                                 ------------      ------------        ------------   ------------
                                                                  373,510,070       325,106,076         125,171,354    106,041,607
                                                                 ------------      ------------        ------------   ------------

                        Income (Loss) from operations             (40,253,865)        7,125,804         (14,919,584)     2,966,099
Other income, net                                                   9,926,833        11,546,097           4,485,468      3,224,632
                                                                 ------------      ------------        ------------   ------------

                    Income (Loss) before income taxes             (30,327,032)       18,671,901         (10,434,116)     6,190,731
Income taxes                                                       14,663,000        (4,140,000)          5,362,000     (1,365,000)
                                                                 ------------      ------------        ------------   ------------

                                    NET INCOME (LOSS)             (15,664,032)       14,531,901          (5,072,116)     4,825,731
Retained earnings - beginning of period                           222,417,127       225,718,704         202,985,437    223,672,342
                                                                 ------------      ------------        ------------   ------------
                                                                  206,753,095       240,250,605         197,913,321    228,498,073
     Cash dividends                                               (10,437,391)      ( 8,021,311)         (2,603,576)   ( 2,626,753)
     Purchase and retirement of common stock                       (1,005,959)     ( 10,005,208)           -0-         ( 3,647,234)
                                                                 ------------      ------------        ------------   ------------
Retained earnings - end of period                                $195,309,745      $222,224,086        $195,309,745   $222,224,086
                                                                 ============      ============        ============   ============



NET INCOME PER SHARE                                                  $ (1.20)           $ 1.08             $ ( .39)        $  .36
                                                                 ============      ============        ============   ============

DIVIDENDS PER SHARE                                                   $   .80            $  .60             $   .20         $  .20
                                                                 ============      ============        ============   ============
</TABLE>


        Bassett Furniture Industries, Inc., (BSET) is a full-line manufacturer
of household furniture and markets its products under the Bassett, and various
other brand names. The Company currently operates 34 plants in 16 states. Its
common stock is traded on the NASDAQ market.

        This other information contains certain forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995 with
respect to the financial condition, results of operations and business of
Bassett Furniture Industries, Inc. These forward-looking statements involve
certain risks and uncertainties. No assurance can be given that any such matters
will be realized. Factors that may cause actual results to differ materially
from those contemplated by such forward-looking statements include, among
others, the following possibilities: (I) competitive conditions in the industry
in which Bassett operates; and (II) general economic conditions that are less
favorable than expected.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

a.  Exhibits
   (27)                 Financial Data Schedule



                                  Page 10 of 12

<PAGE>   11

b.  Reports on Form 8-K:

    No reports were filed on Form 8-K during the quarter. However, Item 5 on
    this Form 10-Q, contains information not previously reported in a report on
    Form 8-K, with respect to which information is not called for by this form.


                                   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 thereunto duly authorized.



BASSETT FURNITURE INDUSTRIES, INCORPORATED



- -----------------------------------------------------------------
Robert H. Spilman, Jr., President and Chief Operating Officer


DATE:        October 14, 1997
             ----------------





- -----------------------------------------------------------------
Douglas W.  Miller, Vice President and Chief Financial Officer

DATE:     October 14, 1997
          ----------------







                                  Page 11 of 12
<PAGE>   12

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549




                                    FORM 10-Q

                                QUARTERLY REPORT




For the quarter ended                                  Commission File Number
  August 31, 1997                                                       0-209


                   BASSETT FURNITURE INDUSTRIES, INCORPORATED
                                  EXHIBIT INDEX








<TABLE>
<CAPTION>
Exhibit No.                  Exhibit Description                    Page No.
- -----------                  -------------------                    --------
<S>                        <C>                                       <C>
     27                    Financial Data Schedule                   page 12
</TABLE>





                                  Page 12 of 12


<TABLE> <S> <C>

<ARTICLE> 5 
<CURRENCY>US
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          NOV-30-1997
<PERIOD-START>                             DEC-01-1996
<PERIOD-END>                               AUG-31-1997
<EXCHANGE-RATE>                                  1,000
<CASH>                                          73,537
<SECURITIES>                                    31,088
<RECEIVABLES>                                   59,914
<ALLOWANCES>                                         0
<INVENTORY>                                     45,174
<CURRENT-ASSETS>                               194,346
<PP&E>                                         167,004
<DEPRECIATION>                                 123,932
<TOTAL-ASSETS>                                 317,287
<CURRENT-LIABILITIES>                           40,536
<BONDS>                                              0
                                0
                                          0
<COMMON>                                        65,089
<OTHER-SE>                                     200,592
<TOTAL-LIABILITY-AND-EQUITY>                   317,287
<SALES>                                        333,256
<TOTAL-REVENUES>                               346,892
<CGS>                                          291,315
<TOTAL-COSTS>                                  349,504
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                 7,157
<INTEREST-EXPENSE>                               5,249
<INCOME-PRETAX>                               (30,327)
<INCOME-TAX>                                  (14,663)
<INCOME-CONTINUING>                           (16,248)
<DISCONTINUED>                                (24,006)
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                  (15,664)
<EPS-PRIMARY>                                   (1.20)
<EPS-DILUTED>                                        0
        

</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission