ITEM 1. BUSINESS.
GENERAL
The Company designs, manufactures and markets an extensive line of furniture and related products for the foodservice, office, hospitality, healthcare and retail markets, including table bases, table tops, metal and wood chairs, booths, interior decor systems and wire shelving. The Company manufactures most of its products to customer order from basic raw materials. The Company markets its products to a wide variety of customers, including wholesale distributors, buying groups, architectural design firms, office furniture dealers and end users, through a combination of its own direct factory sales force and independent manufacturer's representatives.
PRODUCTS
Furniture Products. The Company's principal products consist of table bases, table tops, wood and metal chairs and booths. The Company's table bases are produced in a variety of sizes, styles and finishes and are utilized by restaurants, hotels, offices, cafeterias, hospitals, airports, universities, country clubs and other commercial locations where food is served. Thirty-three styles of table bases are finished to order in one of the Company's 59 standard catalog powder coat paint finishes or seven designer plated finishes and also may be painted to match a customer's custom finish requirements. Table bases either may be combined with table tops produced by the Company to create complete tables for sale to customers or may be used by a customer in connection with other table tops. The Company also has a number of original equipment manufacturer customers who purchase its table bases for use with their own table tops.
Table tops are manufactured by the Company in a number of standard sizes and shapes and in a variety of finishes, including wood veneers, fiberglass, high-pressure laminate patterns and solid wood. Edge treatments for the table tops are available in vinyl, laminate, wood or metal. Wood edges are machined to one of 30 standard catalog edge treatments on machinery especially designed for the production of custom contract quality products. Wood edge, veneer and butcher block tops are stained with one of the Company's 79 standard color finishes and sealed and sprayed with a durable catalyzed top coat. The Company also has the capability of manufacturing custom table tops in a wide variety of customer-specified sizes, shapes and finishes. Table tops are typically sold with a base produced by the Company but may be purchased separately.
The Company produces wood chairs in many styles from a variety of wood types and in many standard upholstery fabric and vinyl coverings. The majority of these chairs are assembled from machined parts purchased in Europe. For upholstered products, the customer may select one of the Company's 77 standard catalog vinyls or 369 contract-quality fabrics or may specify or supply its choice of materials. Wood chairs are finished with one of the Company's 37 standard colors or the customer may specify or supply its choice of finish material. A durable seal coat and top coat finish are also applied to all wood chairs.
The Company's metal stacking chairs are available in a wide variety of styles and are used primarily in multi-use room situations where it is necessary to store the chairs for certain functions, such as in training and banquet facilities. Metal chairs may be upholstered in one of the Company's standard catalog vinyls or fabrics or in customer-furnished or customer-specified materials and may be plated or powder coat painted in one of 59 standard catalog finishes or in a customer-designated custom finish.
Booths manufactured by the Company are available in 37 standard catalog styles and numerous customer-specified styles, some of which are suitable for outdoor applications. Booths can be manufactured in wood, metal or fiberglass and may be upholstered in one of the Company's standard catalog vinyls or fabrics or in customer-designated or supplied coverings. Exposed wood is color matched to customer specifications and top coated with the same durable catalyzed finish used on the Company's table tops and other wood products.
The combination of the Company's broad line of furniture products and its vertical manufacturing capabilities enable it to offer a complete commercial interior decor package to its customers with significant design flexibility and short lead times. The Company integrates certain of its products into complete interior decor systems, which include all furniture, booths, walls, wood trim and casegoods components. These turnkey decor packages include casegood components such as counters, bars, divider walls, planter units, salad bars and stands produced in a variety of high-pressure laminates which are manufactured by the Company, delivered to the customer site and installed by employees or Company-trained subcontractors. These packages are suitable for either new foodservice installations or remodeling existing facilities.
Wire Shelving and Kitchen Equipment. The Company's wire shelving systems are manufactured by the Company's William Hodges division for use in the foodservice industry for the storage of food products, including in-freezer storage of perishable foods. These shelving systems are comprised of steel wire, which forms the horizontal surface of the shelf, steel strips, which form the perimeter of the shelf, steel posts, which support the shelf, and plastic supports, which affix the shelf to the posts, and are available in zinc, chrome and epoxy finishes. Wire shelving is also produced in stainless steel for use in extremely harsh environments. Among the other items of metal kitchen equipment produced by the Company are fry baskets, strainers and whips.
MARKETING AND DISTRIBUTION
Domestic Sales of Furniture and Wire Shelving Products. The Company sells its furniture products throughout the United States to a wide variety of customers, including restaurant supply dealers, architectural design firms, office furniture dealers, mass merchandisers, OEM's and chain restaurants. These products are marketed through a combination of 28 direct factory sales representatives employed by the Company and 9 independent manufacturer's representatives organizations. Most sales representatives are assigned to geographical territories. The efforts of these factory and independent sales representatives are directed by the Company's Senior Vice President-Sales, Vice President-Office and Hospitality, Vice President-Sales, the hospitality sales manager and the Company's three regional sales managers.
The Company's William Hodges division sells its product to the foodservice, healthcare and material handling markets throughout the United States through 44 independent manufacturer's representatives organizations which are directed by the Company's Vice President-Hodges and two regional sales managers.
Each factory and independent sales representative (i) is assigned a territory in which to promote and sell the Company's products, (ii) assists in the collection of receivables and resolution of any complaints with regard to his or her sales, and (iii) receives commissions based on the net sales made in his or her territory. The Company determines the prices at which its products will be sold and may refuse to accept any orders submitted by a sales representative for credit-worthiness or other reasons. The Company's independent sales representatives do not carry competing lines.
The Company's marketing programs assist its representatives in various ways. The Company (i) conducts extensive training programs to better educate its sales representatives with respect to the design, manufacture, variety and decor applications of the Company's products, (ii) provides restaurant supply and office furniture dealers, mass merchandisers, architectural designers, OEM's and other customers with catalog materials, samples and brochures, (iii) maintains a 37-person customer service department that ensures that the Company promptly responds to the needs and orders of its customers, (iv) exhibits its products at national and regional furniture shows and leases a showroom in the Merchandise Mart in Chicago, (v) maintains regular contact with key customers, and (vi) conducts ongoing surveys to determine customer satisfaction.
Flight. The Company's office and other furniture products are also marketed through the Company's "Flight" network of approximately 290 independent office furniture dealers and 210 secondary dealers. Flight dealers distribute the Company's furniture products to a wide variety of commercial users and office furniture retailers and provide the Company with access to incremental sales opportunities. The Flight network is designed to both distribute the Company's office furniture products and cross-sell its foodservice furniture products. The Company utilizes its direct factory sales force and independent sales representatives, under the supervision of the Company's Vice President - Office and Hospitality, to call upon existing and prospective Flight dealers.
International Sales. The Company's products are marketed throughout Europe through an exclusive distribution agreement with an European distributor. The Company acquired Falcon Mimon, a.s., a furniture manufacturer located in Mimon, Czech Republic ("Falcon Mimon") in September 1994. Management believes that the manufacturing capabilities of Falcon Mimon will complement the distribution network and will position the Company to take advantage of opportunities in Europe.
Distribution of the Company's products in Asia and the Pacific Rim is achieved through exclusive distribution arrangements in Japan, Hong Kong, and South Korea. The Company plans to augment its existing distribution agreements during 1997 with additional distribution arrangements in other countries in the Pacific Rim. The Company's international sales efforts are supported by three dedicated customer service personnel. During 1996, 1995 and 1994, foreign operations and export sales were $10.9, $9.7 million, and $4.8 million, respectively. Of these amounts, $3.8 million and $4.0 million of sales in 1996 and 1995, respectively, were made directly from the Company's Mimon location.
National Accounts. The Company's National Accounts program targets the major restaurant chains in the United States. The Company's National Accounts sales force consists of 12 employee sales representatives and 13 independent sales representatives that are directed by the Company's Vice President-National Accounts and two regional sales managers. The Company believes that its vertically integrated manufacturing capabilities allow it to better serve these customers than most of its competitors and that its design, installation and service capability are particularly suited for many of these customers. The National Accounts sales force develops original design concepts, including seating layouts and product specifications for each customer based on the customer's requirements. The Company's National Accounts sales force is supported by 18 customer service representatives, 25 quotation and design services personnel and eight product engineers, located at the Company's Newport, Tennessee and City of Industry, California manufacturing facilities.
PRODUCT DESIGN AND DEVELOPMENT
The Company's design and engineering group consists of three designers and seven engineers. The designers work primarily with sales and marketing personnel in support of the Company's complete decor systems for its National Accounts program. The Company's engineering staff utilizes the Company's computer aided design system to provide layout and configuration advice to customers who are integrating the Company's furniture products into their facilities and to design casegoods and other components. The design and engineering group also assists the Company's product design engineers in the development of new products.
The Company's Product Development team, which is comprised of sales, marketing, purchasing, engineering and financial personnel, strives to produce customer satisfaction and competitively priced products by constantly improving the Company's product lines. The Product Development team has a formalized charter and a plan that not only will account for new product introductions, but has identified market trends and includes product development to accommodate those trends. The Company has three full-time product design engineers who report to the Product Development team and are responsible for the design of new product introductions. Product designs are also purchased from time to time from outside sources to supplement the Company's internal design capabilities.
MANUFACTURING
The Company's manufacturing facility in Newport, Tennessee, produces table bases, table tops, millwork, casegoods and booths. Table bases are produced from iron castings and from wood. Cast iron table bases are sent to the Newport facility in truck load quantities from the Company's gray iron foundry in Juarez, Mexico, and are finished to meet customer requirements. Table tops, which may be combined with the Company's table bases to produce a complete table, are produced from solid wood or particle board core with a laminate or wood veneer surface, receive various edge treatments and finishes, and are sealed and sprayed with a durable top coat. Millwork and casegoods, which are produced primarily to support the National Accounts program, are manufactured at the Newport facility from lumber that is purchased in truck load quantities, dry-kilned and rough-planed. The lumber is then planed to a finish dimension, cut to the appropriate length and width and profiled with special edge treatments. The product is then assembled to engineering specifications and finished with a durable catalyzed finish. Booths are produced from rough lumber that is cut and prepared in a millroom at the facility, covered or color-matched to customer specifications and top coated with the same durable catalyzed finish used on the Company's table tops and other wood products.
The Company's facility in Lewisville, Arkansas, produces wood chairs. Approximately 20% of the facility's wood chairs are produced entirely in house, with the balance assembled from machined parts imported from Falcon Mimon or other European suppliers. The Company purchases these parts in container loads and then assembles and finishes the chairs to customer order. To provide consistency and speed to the finishing process, a conveyorized paint line is utilized with spray booths and drying ovens positioned to allow proper flash off and curing times between finishing steps.
The Company's facility in Belmont, Mississippi, produces metal chairs that are marketed to the restaurant, banquet, retail distribution, office, and healthcare markets. Most chairs are manufactured totally in-house through a process of metal bending, fabrication, semi-automatic welding and upholstering. All metal chairs, including the Company's line of metal office chairs imported from Italy, are then finished to customer requirements through plating or powder coat painting.
The Company's facility in Belding, Michigan, acquired as part of the acquisition of the assets of Charlotte Company, Inc., produces metal, wood and upholstered chairs and tables, which are principally marketed into the office environment and upscale dining areas. The facility's high quality woodworking, wood finishing and upholstery operations combine to produce fully finished furniture to customer specifications.
The Company's facility in City of Industry, California, acquired as part of the acquisition of the assets of Decor Concepts, produces fiberglass booths, table tops, millwork and casegoods, metal chairs, wood chairs and fully upholstered seating; finishes raw table bases received from the Company's Juarez facility; and upholsters finished wood chair frames received from the Company's Tijuana facility. In addition to manufacturing these additional products, this facility also serves as a central distribution center for products manufactured at other Falcon locations destined for the western United States.
The Company's facility in Anaheim, California, produces wood chairs and fully upholstered seating suited for guest rooms, public areas and dining areas of hotels, resorts and country clubs. These products are manufactured from rough lumber that is planed to a finish dimension, cut to the appropriate dimensions and profiled to meet engineering specifications. The chair frames are then finished and upholstered to customer order.
The Company's facility in Tijuana, Mexico, manufactures casegoods and wood chairs that are primarily suited for the lodging and hospitality markets. Most of the chair frames manufactured and finished in this factory are shipped to the City of Industry plant for upholstering or consolidation with other Falcon products before the products are shipped to customers.
The Company's facility in Juarez, Mexico, produces iron castings which are finished into table bases at other Falcon facilities. Molds for the table bases are produced by packing sand around an aluminum match plate. Many of the raw materials used at the facility are readily available in the Juarez area. The bases are finished and painted with a powder coat paint in Juarez prior to shipment or if the bases are to be chrome plated, they are polished in Juarez prior to shipment to other Falcon factories. A small portion of this facility's production is shipped, generally in truck-load quantities, directly to the Company's customers. The Company's foundry utilizes an emission-free electric furnace and has a melting capacity of 110,000 pounds per day.
The Company's facility in Mimon, Czech Republic, produces wood chairs and wood chair parts for export and sale within the Czech Republic. Approximately 30% of this facility's production is for chair parts shipped to the Company's facility in Lewisville, Arkansas, for assembly and final finishing. This facility also exports finished chairs and chair parts to customers in Europe, the Pacific Rim and North America. This facility has wood drying, machining and bending capabilities to produce chair frames from raw lumber and finishing and upholstery capabilities to complete fully finished chairs to customer specifications.
The Company's facility in St. Louis, Missouri, produces wire shelving systems and metal kitchen equipment. The production of wire shelving systems begins with the receipt by the Company of unprocessed coiled steel wire and stripping which are straightened, cut to length and welded into the shelving systems. Much of the cutting and welding process is performed by numerically controlled automated equipment. Raw steel tubing is purchased in appropriate lengths and shelf support grooves are pressed into the tubing. Other steel products for the foodservice industry, such as fry baskets, strainers and whips, are produced at the facility from raw wire and wire mesh through a manual cutting and welding process.
RAW MATERIALS
The Company manufactures most of its products to customer order from basic raw materials. The Company utilizes a variety of raw materials in the manufacture of its products, including rough lumber, laminates, particle board, metal tubing, steel wire, scrap iron and various plastic components, all of which the Company believes are in abundant supply and available from a variety of sources. The Company has no long-term supply contracts with any of its suppliers and it has experienced no significant problems in obtaining raw materials for its operations.
Certain products sold by the Company, including unfinished wood chair frames and frame components and tubular steel stacking chair components, are purchased by the Company from other sources. The Company has not experienced difficulty in obtaining sources to produce these products and believes that alternative arrangements could be made to obtain these products should the need arise. The Company subcontracts for all of its metal plating functions, and the epoxy coating functions for its Williams Hodges division, with companies located in the local area where the particular product is produced.
BACKLOG
As of November 2, 1996, the Company's backlog of orders for its products believed to be firm was approximately $17.7 million, as compared to $10.5 million at October 28, 1995. Due to the Company's short delivery time, backlog of orders is typically not considered a significant measure of future sales.
COMPETITION
The foodservice, office furniture and hospitality segments of the furniture industry are fragmented and highly competitive with respect to each of the products manufactured by the Company. The Company believes its competitive strengths are its vertically integrated manufacturing, its emphasis on customer service and support, its reputation for quality and responsiveness to its customers, the one-stop shopping advantage made possible by the wide variety of products offered by the Company and its ability to design, manufacture and install turnkey interior decor systems. The Company competes for sales of each of its products with numerous domestic and foreign manufacturers, many of which have financial and other resources greater than the Company.
EMPLOYEES
As of December 31, 1996, the Company employed approximately 1,303 persons in its seven domestic operations, 385 in its manufacturing facilities in Mexico, and 272 in its manufacturing facility in Mimon, Czech Republic. Approximately 50 persons were employed in sales, 271 persons in administration and 1,639 in manufacturing.
TRADEMARKS AND PATENTS
The Company has registered the "FALCON", "CHARLOTTE", "FLIGHT" and "GENESIS" trademarks with the United States Patent and Trademark Office. Management believes that the Company's trademark position is adequately protected in all markets in which the Company does business. The Company has received mechanical patents on certain of its furniture mechanisms and components. The Company believes that while its patents and trademarks have value, it is not dependent upon patents, trademarks, servicemarks or copyrights.
GOVERNMENTAL REGULATIONS AND ENVIRONMENTAL MATTERS
The Company's operations must meet extensive federal, state, and local regulatory standards in the areas of safety, health and environmental pollution controls. Historically, these standards have not had any material adverse effect on the Company's sales or operations. Management believes that its plants are in compliance in all material respects with all applicable federal, state, and local laws and regulations concerned with safety, health and environmental protection.
ACQUISITIONS
In October 1996, the Company acquired the assets and assumed certain liabilities of The Chair Source. The Chair Source manufactures wood and upholstered seating in Anaheim, California and distributes these products primarily to the hospitality, lodging and foodservice markets. Falcon purchased the net assets for 241,400, newly issued shares of common stock valued at $3.3 million, subject to working capital level adjustments, plus a total of 75,000 shares of common stock to be issued over a three-year period, subject to certain contingencies.
In February 1996, the Company acquired substantially all of the assets and assumed certain liabilities of a manufacturing facility located in Tijuana, Mexico. This facility specializes in manufacturing upscale wood and upholstered seating primarily for the lodging and hospitality industries. The total purchase price for this facility was approximately $500,000 and was funded by the Company with its available cash reserves.
In September 1995, the Company acquired the interior decor business and related assets, and assumed certain liabilities, relating to that business from Omni Inc. The Company operates this business under the tradename Decor Concepts, which was a tradename used by Omni Inc. for a substantial portion of that business. Decor Concepts is a manufacturer of interior decor products, including seating, tables and casegoods for restaurant chains. The total purchase price for the transaction was approximately $1,540,000. Approximately $1,095,000 of this price was paid at closing with the remainder paid after the final valuation of certain assets was determined. This transaction was funded by the Company with available cash reserves.
In September 1994, the Company acquired a 67% controlling interest in Falcon Mimon, a furniture manufacturer in the Czech Republic, pursuant to an agreement with the government of the Czech Republic. The total cost to acquire the 67% interest in Falcon Mimon was approximately $2.3 million and was funded from the Company's available cash reserves. Under terms of the purchase agreement, the Company invested an additional $2.5 million in Falcon Mimon during 1995 and 1996 to acquire equipment and make certain plant improvements. This additional investment increased the Company's ownership interest in Falcon Mimon to approximately 84%.
In January 1994, the Company acquired substantially all of the assets and assumed certain liabilities of Charlotte Company, Inc. located in Belding, Michigan. Charlotte is an 82 year old company that specializes in the production and distribution of high quality wood and metal seating and tables geared toward the office and upper end restaurant and lodging applications. The total purchase price for this transaction was approximately $3.4 million and was funded by the Company from its available cash reserves.
ITEM 2.
ITEM 2. PROPERTIES.
The following table provides information with respect to each of the Company's manufacturing facilities:
Management of the Company believes that its manufacturing and warehousing facilities are in good condition and are adequate for the purposes for which they are currently used. The capacity of the Company's current facilities is considered by the Company to be adequate to meet current needs and anticipated increases in sales volume for the foreseeable future.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS.
From time to time, the Company is subject to legal proceedings and other claims arising in the ordinary course of its business. The Company maintains insurance coverage against potential claims in an amount which it believes to be adequate. The Company is a defendant in a lawsuit filed on May 8, 1996, in the United States District Court for the Northern District of California that alleges certain business tort claims including trade dress and copyright infringement, antitrust violation and unfair business practices by the Company concerning new products that the Company introduced for the lodging industry. The complaint seeks actual damages in excess of $1.0 million and unspecified punitive and other damages. The Company's management believes the suit is without merit and intends to vigorously defend its position. While the final outcome of the lawsuit cannot be determined, the Company believes that it will not have a material adverse effect on the Company's results of operations or its financial position.
There are no other material pending legal proceedings, other than routine litigation incidental to the business, to which the Company is a party or of which any of the Company's property is the subject.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matters were submitted to a vote of stockholders during the last quarter of the Company's fiscal year ended November 2, 1996.
PART II
ITEM 5.
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
(a) Principal Market
On December 6, 1995, the Company's common stock, par value $.02 per share, was listed and began trading on the New York Stock Exchange under the symbol FCP. Prior to that date, the Company's common stock was traded on the NASDAQ National Market.
(b) Stock Price and Dividend Information
The following table sets forth the high and low closing sales prices per share for the Company's common stock and dividends paid per share for the periods indicated. All per share price and shares outstanding information set forth in this Report have been adjusted to reflect a 10% stock dividend paid to stockholders of record on December 13, 1995.
Although the payment of future dividends is in the discretion of the Board of Directors, the Company expects to pay a regular quarterly dividend for the foreseeable future. During the first quarter of 1996, the Company increased its cash dividend to $.025 per share from $.02 per share. The Company again increased its dividend in the first quarter of 1997, raising it to $.035 per share.
(c) Approximate Number of Holders of Common Stock
The approximate number of holders of record of the Company's common stock as of January 21, 1997, was 964.
(d) Recent Sales of Unregistered Securities
On October 28, 1996, the Company issued 241,400 shares of common stock, and incurred a contingent obligation to issue an additional 75,000 shares of common stock over the next three years (the 241,000 issued shares and the additional 75,000 are hereafter referred to as the "Acquisition Shares") in connection with its acquisition of the assets of The Chair Source from The T.L. Spriggs Corporation. The Company believes that the value of the acquired assets is commensurate with the total value of the Acquisition Shares, which were valued at approximately $4.35 million as of October 28, 1996. The Acquisition Shares were exempt from registration under Section 4(2) of the Securities Act of 1933, as amended, and Regulation D promulgated thereunder.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
The selected financial data included on page 28 of the Registrant's Annual Report for the fiscal year ended on November 2, 1996 (the "1996 Annual Report" ) is incorporated herein by reference and contained herein as Exhibit 13.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
The information regarding management's discussion and analysis of financial condition and results of operations included on pages 15 and 16 of the Registrant's 1996 Annual Report is incorporated herein by reference and contained herein as Exhibit 13.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The consolidated financial statements and notes included on pages 17 to 26 of the Registrant's 1996 Annual Report, the report of independent auditors on page 27 of the Registrant's 1996 Annual Report and the quarterly financial information included on page 26 of the Registrant's 1996 Annual Report are incorporated herein by reference.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
None.
PART III
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The information contained under the caption "INFORMATION ABOUT THE NOMINEES" in the Registrant's Proxy Statement for the 1997 annual meeting of stockholders to be held March 18, 1997 (the "Proxy Statement"), is incorporated herein by reference.
Information regarding executive officers of the Company is contained in Part I, Item 4A hereof under the caption "Executive Officers of the Registrant."
Information regarding compliance with Section 16(a) of the Securities Exchange Act of 1934 in the Proxy Statement under the caption "COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934" is incorporated herein by reference.
ITEM 11.
ITEM 11. EXECUTIVE AND DIRECTOR COMPENSATION.
The information contained under the captions "EXECUTIVE COMPENSATION," "COMPENSATION OF DIRECTORS" and "INFORMATION AS TO STOCK OPTIONS" in the Proxy Statement is incorporated herein by reference.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The information contained under the captions "VOTING SECURITIES, PRINCIPAL HOLDERS THEREOF AND CUMULATIVE VOTING RIGHTS" and "SECURITY OWNERSHIP OF MANAGEMENT" in the Proxy Statement is incorporated herein by reference.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The information contained under the caption "TRANSACTIONS WITH ISSUER AND OTHERS" in the Proxy Statement is incorporated herein by reference.
PART IV
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a) 1. Financial Statements
The following Consolidated Financial Statements of the Company included in the 1996 Annual Report are incorporated by reference in Part II, Item 8:
(a) 2. Financial Statement Schedules
The following financial statement schedule is included in Item 14 on page 15:
Schedule II-Valuation and Qualifying Accounts for the years ended November 2, 1996, October 28, 1995, and October 29, 1994
(a) 3. Exhibits:
See Exhibit Index on pages 17 through 19 of this Report.
b) Reports on Form 8-K:
None.
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ----------------------------------------
TO FALCON PRODUCTS, INC.:
We have audited in accordance with generally accepted auditing standards, the financial statements included in Falcon Products, Inc. 1996 Annual Report to Shareholders incorporated by reference in this Form 10-K, and have issued our report thereon dated December 16, 1996. Our audit was made for the purpose of forming an opinion as those financial statements taken as a whole. Schedule II included in this Form 10-K is presented for purposes of complying with the Securities and Exchange Commission's rules and is not part of the basic financial statements. This schedule has been subjected to the auditing procedures applied in our audit of the basic financial statements and, in our opinion, fairly states in all material respects the financial data required to be set forth therein in relation to the basic financial statements taken as a whole.
ARTHUR ANDERSEN LLP
St. Louis, Missouri, December 16, 1996
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
FALCON PRODUCTS, INC.
Date: January 27, 1997 By /s/ Franklin A. Jacobs ------------------------------------- Franklin A. Jacobs, Chairman of the Board and Chief Executive Officer
Date: January 27, 1997 By /s/ Michael J. Dreller ------------------------------------- Michael J. Dreller Vice President, Chief Financial Officer, Secretary and Treasurer (Principal Financial Officer and Principal Accounting Officer)
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 Company and in the capacities and on the dates indicated: