UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended August 27, 202226, 2023

 

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. 000-00209

 

BASSETT FURNITURE INDUSTRIES, INCORPORATED

(Exact name of Registrant as specified in its charter)

 

Virginia54-0135270

(State or other jurisdiction

(I.R.S. Employer
of incorporation or organization)

(I.R.S. Employer

Identification No.)

 

3525 Fairystone Park Highway

Bassett, Virginia 24055

(Address of principal executive offices)

(Zip Code)

 

(276) 629-6000

(Registrant's telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading Symbol

 

Name of exchange on which registered

Common Stock ($5.00 par value)

 

BSET

 

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 the past 90 days. Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

 

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large Accelerated FilerAccelerated Filer
Non-accelerated FilerSmaller Reporting Company
  Emerging Growth Company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes    ☐    No    ☒

 

At September 23, 2022, 9,155,74022, 2023, 8,819,992 shares of common stock of the Registrant were outstanding.

 

Page 1 of 3638

 

 

BASSETT FURNITURE INDUSTRIES, INCORPORATED AND SUBSIDIARIES

 

TABLE OF CONTENTS

 

ITEM PAGE PAGE
    
PART I - FINANCIAL INFORMATION
PART I - FINANCIAL INFORMATION 
    
1.Condensed Consolidated Financial Statements as of August 27, 2022 (unaudited) and November 27, 2021 and for the three and nine months ended August 27, 2022 (unaudited) and August 28, 2021 (unaudited) Condensed Consolidated Financial Statements as of August 26, 2023 (unaudited) and November 26, 2022 and for the three and nine months ended August 26, 2023 (unaudited) and August 27, 2022 (unaudited) 
    
Condensed Consolidated Statements of Income 3Condensed Consolidated Statements of Operations3
    
Condensed Consolidated Statements of Comprehensive Income4Condensed Consolidated Statements of Comprehensive Income (Loss)4
    
Condensed Consolidated Balance Sheets5Condensed Consolidated Balance Sheets5
    
Condensed Consolidated Statements of Cash Flows6Condensed Consolidated Statements of Cash Flows6
    
Notes to Condensed Consolidated Financial Statements7Notes to Condensed Consolidated Financial Statements7
    
2.Management's Discussion and Analysis of Financial Condition and Results of Operations 23Management's Discussion and Analysis of Financial Condition and Results of Operations23
    
3.Quantitative and Qualitative Disclosures About Market Risk 34Quantitative and Qualitative Disclosures About Market Risk35
    
4.Controls and Procedures34Controls and Procedures35
    
PART II - OTHER INFORMATION
PART II - OTHER INFORMATION 
    
1.Legal Proceedings35Legal Proceedings36
    
2.Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities35Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities36
    
3.Defaults Upon Senior Securities 35Defaults Upon Senior Securities36
    
6.Exhibits 35Exhibits36

 

Page 2 of 3638

 

 

 

PART I - FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

BASSETT FURNITURE INDUSTRIES, INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOMEOPERATIONS

FOR THE PERIODS ENDED AUGUST 27, 202226, 2023 AND AUGUST 28, 202127, 2022 – UNAUDITED

(In thousands except per share data)

 

 

Quarter Ended

  

Nine Months Ended

  Quarter Ended  

Nine Months Ended

 
                  
 

August 27, 2022

  

August 28, 2021

  

August 27, 2022

  

August 28, 2021

  

August 26, 2023

  

August 27, 2022

  

August 26, 2023

  

August 27, 2022

 
                  

Net sales of furniture and accessories

 $118,012  $104,870  $364,582  $316,522  $87,217  $118,012  $295,434  $364,582 

Cost of furniture and accessories sold

  57,240   52,263   180,479   153,426   42,173   57,240   140,360   180,479 

Gross profit

 60,772  52,607  184,103  163,096  45,044  60,772  155,074  184,103 
                  

Selling, general and administrative expenses

 54,695  47,631  160,536  145,473  48,848  54,695  154,709  160,536 

Gain on sale of real estate

  4,595   -   4,595   -  -  4,595  -  4,595 

Income from operations

 10,672  4,976  28,162  17,623 

Gain on revaluation of contingent consideration

  -   -   1,013   - 

Income (loss) from operations

 (3,804) 10,672  1,378  28,162 
                  

Interest income

 923  120  1,644  132 

Other loss, net

  (594)  (268)  (1,850)  (828)  (309)  (714)  (1,381)  (1,982)

Income from continuing operations before income taxes

 10,078  4,708  26,312  16,795 

Income (loss) from continuing operations before income taxes

 (3,190) 10,078  1,641  26,312 
                  

Income tax expense

  2,305   1,267   6,505   4,579 

Income tax expense (benefit)

  (599)  2,305   711   6,505 
                  

Income from continuing operations

 7,773  3,441  19,807  12,216 

Income (loss) from continuing operations

 (2,591) 7,773  930  19,807 
                  

Discontinued operations:

                  

Income (loss) from operations of logistical services

 -  (565) 1,712  1,079 

Income from operations of logistical services

 -  -  -  1,712 

Gain on disposal (less adjustments)

 (193) -  53,061  -  -  (193) -  53,061 

Income tax expense (benefit)

  (48)  (140)  14,261   294   -   (48)  -   14,261 
                  

Income (loss) from discontinued operations, net of tax

  -   (145)  -   40,512 
         

Net income (loss)

 $(2,591) $7,628  $930  $60,319 
         
Basic earnings (loss) per share:         

Income (loss) from continuing operations

 $(0.30) $0.84  $0.11  $2.08 

Income (loss) from discontinued operations

  (145)  (425)  40,512   785   -   (0.02)  -   4.26 

Basic earnings (loss) per share

 $(0.30) $0.82  $0.11  $6.34 
                  

Net income

 $7,628  $3,016  $60,319  $13,001 
         

Basic earnings per share:

         

Income from continuing operations

 $0.84  $0.35  $2.08  $1.24 

Diluted earnings (loss) per share:

         

Income (loss) from continuing operations

 $(0.30) $0.84  $0.11  $2.08 

Income (loss) from discontinued operations

  (0.02)  (0.04)  4.26   0.08   -   (0.02)  -   4.26 

Basic and diluted earnings per share

 $0.82  $0.31  $6.34  $1.32 
         

Diluted earnings per share:

         

Income from continuing operations

 $0.84  $0.35  $2.08  $1.24 

Income (loss) from discontinued operations

  (0.02)  (0.04)  4.26   0.08 

Diluted earnings per share

 $0.82  $0.31  $6.34  $1.32 

Diluted earnings (loss) per share

 $(0.30) $0.82  $0.11  $6.34 
                  

Regular dividends per share

 $0.16  $0.14  $0.44  $0.39  $0.18  $0.16  $0.50  $0.44 
                  

Special dividend per share

 $-  $-  $1.50  $0.25  $-  $-  $-  $1.50 

 

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

 

Page 3 of 3638

 

 

 

PART I – FINANCIAL INFORMATION – CONTINUED

ITEM 1. FINANCIAL STATEMENTS

BASSETT FURNITURE INDUSTRIES, INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

FOR THE PERIODS ENDED AUGUST 27, 202226, 2023 AND AUGUST 28, 202127, 2022 – UNAUDITED

(In thousands)

 

 

Quarter Ended

  

Nine Months Ended

  

Quarter Ended

  

Nine Months Ended

 
 

August 27, 2022

  

August 28, 2021

  

August 27, 2022

  

August 28, 2021

  

August 26, 2023

  

August 27, 2022

  

August 26, 2023

  

August 27, 2022

 
                  

Net income

 $7,628  $3,016  $60,319  $13,001 
Other comprehensive income:         

Net income (loss)

 $(2,591) $7,628  $930  $60,319 
Other comprehensive income (loss):         

Foreign currency translation adjustments

 42  -  (237) - 

Income taxes related to foreign currency translation adjustments

 (11) -  63  - 

Amortization associated with Long Term Cash Awards (LTCA)

 33  36  99  108  31  33  98  99 

Income taxes related to LTCA

 (8) (9) (24) (28) (8) (8) (28) (24)

Amortization associated with supplemental executive retirement defined benefit plan (SERP)

 31  11  93  33  -  31  -  93 

Income taxes related to SERP

  (8)  (3)  (24)  (9)  -   (8)  -   (24)
                  

Other comprehensive income, net of tax

  48   35   144   104 

Other comprehensive income (loss), net of tax

  54   48   (104)  144 
                  

Total comprehensive income

 $7,676  $3,051  $60,463  $13,105 

Total comprehensive income (loss)

 $(2,537) $7,676  $826  $60,463 

 

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

 

Page 4 of 3638

 

 

PART I – FINANCIAL INFORMATION – CONTINUED

ITEM 1. FINANCIAL STATEMENTS

BASSETT FURNITURE INDUSTRIES, INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

AUGUST 27, 202226, 2023 AND NOVEMBER 27, 202126, 2022

(In thousands)

 

 

(Unaudited)

     

(Unaudited)

    

 

August 27, 2022

  

November 27, 2021

  

August 26, 2023

  November 26, 2022 
Assets      
Current assets        

Cash and cash equivalents

 $66,870  $34,374  $48,012  $61,625 

Short-term investments

 17,715  17,715  17,743  17,715 

Accounts receivable, net

 20,950  20,567  15,339  17,838 

Inventories

 91,681  78,004  66,866  85,477 

Recoverable income taxes

 5,427  8,379  3,777  2,353 

Current assets of discontinued operations held for sale

 -  11,064 

Other current assets

  11,104   10,181   9,340   11,487 

Total current assets

  213,747   180,284   161,077   196,495 
  

Property and equipment, net

 75,513  69,168  84,247  77,001 
  

Deferred income taxes

 6,045  3,189  5,117  5,528 

Goodwill and other intangible assets

 14,313  14,354  21,547  21,727 

Right of use assets under operating leases

 86,809  95,955  89,993  99,472 

Long-term assets of discontinued operations held for sale

 -  52,757 

Other

  6,260   5,953   7,050   6,050 

Total long-term assets

  113,427   172,208   123,707   132,777 

Total assets

 $402,687  $421,660  $369,031  $406,273 
  

Liabilities and Stockholders Equity

        
Current liabilities        

Accounts payable

 $24,189  $23,988  $17,117  $20,359 

Accrued compensation and benefits

 12,809  12,639  9,524  12,921 

Customer deposits

 40,311  51,492  23,626  35,963 

Current portion operating lease obligations

 19,969  20,235  19,608  18,819 

Current liabilities of discontinued operations held for sale

 -  16,095 

Other current liabilites and accrued expenses

  12,746   9,770   12,168   12,765 

Total current liabilities

  110,024   134,219   82,043   100,827 
  
Long-term liabilities        

Post employment benefit obligations

 13,016  12,968  10,668  9,954 

Long-term portion of operating lease obligations

 84,102  94,845  85,875  97,477 

Long-term liabilities of discontinued operations held for sale

 -  16,210 

Other long-term liabilities

  606   686   1,668   2,406 

Total long-term liabilities

  97,724   124,709   98,211   109,837 
  
  

Stockholders equity

        

Common stock

 46,064  48,811  43,800  44,759 

Retained earnings

 150,553  115,631  145,031  150,800 

Additional paid-in capital

 -  113  -  - 

Accumulated other comprehensive loss

  (1,678)  (1,823)

Accumulated other comprehensive income (loss)

  (54)  50 

Total stockholders' equity

  194,939   162,732   188,777   195,609 

Total liabilities and stockholders equity

 $402,687  $421,660  $369,031  $406,273 

 

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

 

Page 5 of 3638

 

 

 

PART I – FINANCIAL INFORMATION – CONTINUED

ITEM 1. FINANCIAL STATEMENTS

BASSETT FURNITURE INDUSTRIES, INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE PERIODS ENDED AUGUST 27, 202226, 2023 AND AUGUST 28, 202127, 2022 – UNAUDITED

(In thousands)

 

 

Nine Months Ended

  

Nine Months Ended

 
 

August 27, 2022

  

August 28, 2021

  

August 26, 2023

  

August 27, 2022

 
Operating activities:        

Net income

 $60,319  $13,001  $930  $60,319 

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

  

Depreciation and amortization

 8,732  10,458  7,502  8,732 

Gain on disposal of discontinued operations

 (53,061) -  -  (53,061)

Gain on sale of property and equipment

 (4,603) (68) -  (4,603)

Gain on revaluation of contingent consideration

 (1,013) - 

Deferred income taxes

 (2,856) 1,053  473  (2,856)

Other, net

 1,425  478  1,781  1,425 

Changes in operating assets and liabilities:

  

Accounts receivable

 57  (4,329) 2,499  57 

Inventories

 (13,677) (18,941) 18,611  (13,677)

Other current assets

 2,961  (100) (289) 2,961 

Right of use assets under operating leases

 15,881  18,857  13,668  15,881 

Customer deposits

 (11,181) 11,341  (12,337) (11,181)

Accounts payable and other liabilities

 1,227  2,750  (6,586) 1,227 

Obligations under operating leases

  (17,519)  (20,823)  (14,990)  (17,519)

Net cash provided by (used in) operating activities

  (12,295)  13,677   10,249   (12,295)
  
Investing activities:        

Purchases of property and equipment

 (17,266) (7,141) (14,657) (17,266)

Proceeds from sales of property and equipment

 8,226  101  -  8,226 

Proceeds from the disposal of discontinued operations, net

 84,534  -  1,000  84,534 

Other

  (1,428)  (1,173)  (1,664)  (1,428)

Net cash provided by (used in) investing activities

  74,066   (8,213)  (15,321)  74,066 
  
Financing activities:        

Cash dividends

 (18,734) (6,321) (4,406) (18,734)

Proceeds from the exercise of stock options

 -  42 

Other issuance of common stock

 340  266  275  340 

Repurchases of common stock

 (10,263) (5,566) (4,056) (10,263)

Taxes paid related to net share settlement of equity awards

 -  (219) (109) - 

Repayments of finance lease obligations

  (618)  (854)  (208)  (618)

Net cash used in financing activities

  (29,275)  (12,652) (8,504) (29,275)

Effect of exchange rate changes on cash and cash equivalents

  (37)  - 

Change in cash and cash equivalents

 32,496  (7,188) (13,613) 32,496 

Cash and cash equivalents - beginning of period

  34,374   45,799   61,625   34,374 
  .     . 

Cash and cash equivalents - end of period

 $66,870  $38,611  $48,012  $66,870 

 

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

Page 6 of 3638

PART I-FINANCIAL INFORMATION-CONTINUED

BASSETT FURNITURE INDUSTRIES, INCORPORATED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-UNAUDITED

AUGUST 27, 2022

26, 2023

(Dollars in thousands except share and per share data)

 

 

1. 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 accounting principles generally accepted in the United States (“GAAP”) for complete financial statements. In our opinion, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included.

 

References to “ASC” included hereinafter refer to the Accounting Standards Codification established by the Financial Accounting Standards Board (“FASB”) as the source of authoritative GAAP.

 

The condensed consolidated financial statements include the accounts of Bassett Furniture Industries, Incorporated (“Bassett”, “we”, “our”, or the “Company”) and our wholly-owned subsidiaries of which we have a controlling interest. In accordance with ASC Topic 810, we have evaluated our licensees and certain other entities to determine whether they are variable interest entities (“VIEs”) of which we are the primary beneficiary and thus would require consolidation in our financial statements. To date we have concluded that none of our licensees represent VIEs. WeDuring the second and third fiscal quarters of 2022, we were the primary beneficiary of one VIE by virtue of our control over the activities that most significantly impact the entity’s economic performance. This VIE was created to effect a Section 1031 like-kind exchange involving the purchase of real property in Tampa, Florida, for $7,668 during the statesecond quarter of Florida2022 and the sale of real property in Houston, Texas for $8,217 during the statethird quarter of Texas (see Note 13, Retail Real Estate Transactions).2022 for the purpose of deferring approximately $4,300 of the taxable gain resulting from the sale of the Houston property. Subsequent to the completion of the exchange transactions during the third quarter of fiscal 2022, the sole equity interest in the VIE was transferred to Bassett and the entity is now consolidated as a wholly owned subsidiary.

 

Revenue from the sale of furniture and accessories is reported in the accompanying condensed consolidated statements of incomeoperations net of estimates for returns and allowances.

 

On January 31, 2022, we entered into a definitive agreement to sell substantially all of the assets of our wholly-owned subsidiary, Zenith Freight Lines, LLC (“Zenith”) to J.B. Hunt Transport Services, Inc. (“J.B. Hunt”). The sale was completed on February 28, 2022. Accordingly, the operations of our logistical services segment as well asfor the gain realized upon disposalthree and nine months ended August 27, 2022 are presented in the accompanying condensed consolidated statements of incomeoperations as discontinued operations, and the assets sold to and liabilities assumed by J.B. Hunt are presented in the accompanying condensed consolidated balance sheet as of November 27, 2021 as assets and liabilities of discontinued operations held for sale.operations. See Note 12, Discontinued Operations, for additional information. Costs incurred by Bassett for logistical services performed for Bassett by Zenith arewere included in selling, general and administrative expenses.expenses for the nine months ended August 27, 2022.

 

Recently Adopted Accounting Pronouncements

Effective asOn September 2, 2022, we acquired 100% of the beginningcapital stock of fiscal 2022, we have adopted Accounting Standards Update No. 2019-12 – Income Taxes (Topic 740) Simplifying the Accounting for Income Taxes. The amendmentsNoa Home Inc. (“Noa Home”), a mid-priced e-commerce furniture retailer headquartered in ASU 2019-12 eliminate certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxesMontreal, Canada. Noa Home has operations in an interim periodCanada, Australia, Singapore and the recognition of deferred tax liabilitiesUnited Kingdom. Since acquisition, Noa Home has been consolidated as a wholly-owned subsidiary. See Note 3 for outside basis differences. ASU 2019-12 also clarifies and simplifies other aspects of the accounting for income taxes. The amendments in ASU 2019-12 became effective for us as of the beginning of our 2022 fiscal year. We adopted ASU 2019-12 on a prospective basis and the adoption did not have a material impact upon our financial condition or results of operations.additional information.

 

Certain prior year amounts have been reclassified to conform withto the current year presentation.presentation (see Note 13, Segments).

 

 

2. Interim Financial Presentation and Other Information

 

All intercompany accounts and transactions have been eliminated in the condensed consolidated financial statements. The results of operations for the three and nine months ended August 27, 202226, 2023 are not necessarily indicative of results for the full fiscal year. These interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended November 27, 2021.

Page 7 of 36

PART I-FINANCIAL INFORMATION-CONTINUED

BASSETT FURNITURE INDUSTRIES, INCORPORATED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-UNAUDITED

AUGUST 27, 2022

(Dollars in thousands except share and per share data)26, 2022.

 

Income Taxes

 

We calculate an anticipated effective tax rate for the year based on our annual estimates of pretax income and use that effective tax rate to record our year-to-date income tax provision. Any change in annual projections of pretax income could have a significant impact on our effective tax rate for the respective quarter.

 

7 of 38

PART I-FINANCIAL INFORMATION-CONTINUED
BASSETT FURNITURE INDUSTRIES, INCORPORATED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-UNAUDITED
AUGUST 26, 2023
(Dollars in thousands except share and per share data)

Our effective tax rate was 18.8% and 43.3% for the three and nine months ended August 26, 2023, respectively, and 22.8% and 25.6% for the three and nine months ended August 27, 2022, respectively,respectively. The effective rate for the three months ended August 26, 2023 differs from the federal statutory rate of 21% primarily due the effect of a change in our estimate of annual pretax income on our anticipated effective rate for the full year, offset by increases in the valuation allowance placed on deferred tax assets associated with Noa Home and 27.2%the effects of state income taxes and 27.3% forvarious permanent differences. For the nine months ended August 26, 2023, the effective rate differs from the federal statutory rate primarily due to the non-taxable gain on revaluation of contingent consideration associated with the acquisition of Noa Home (see Note 3), offset by increases in the valuation allowance placed on deferred tax assets associated with Noa Home and the effects of state income taxes and various permanent differences. For the three and nine months ended August 28, 2021, respectively. These27, 2022, the effective rates differ from the federal statutory rate of 21% primarily due to the effects of state income taxes and various permanent differences, including those associated with Company-owned life insurance, and a tax of $552$522 for the nine months ended August 27, 2022 associated with the non-deductible goodwill written off in connection with ourthe sale of Zenith and included in income tax on discontinued operations,operations.

Non-cash Investing and tax deficiencies of $117 duringFinancing Activity

During the nine months ended August 28, 202126, 2023 and August 27, 2022, $6,026 and $6,957, respectively, of lease right-of-use assets were added through the recognition of the corresponding lease obligations.

3. Business Combinations

On September 2, 2022, we acquired 100% of the capital stock of Noa Home, a mid-priced e-commerce furniture retailer headquartered in Montreal, Canada. Noa Home has operations in Canada, Australia, Singapore and the United Kingdom. The initial purchase price (denominated in Canadian dollars) of approximately C$7,700 included cash payments of C$2,000 paid to the co-founders of Noa Home and approximately C$5,700 for the repayment of existing debt owed by Noa Home. Per the terms of the agreement at the acquisition date, the Noa Home co-founders also had the opportunity to receive additional cash payments totaling approximately C$1,330 per year for the three fiscal years following the year of acquisition based on established increases in net revenues and achieving certain internal EBITDA goals.

Under the acquisition method of accounting, the fair value of the consideration transferred was allocated to the tangible and intangible assets acquired and the liabilities assumed based on their estimated fair values as of the acquisition date with the remaining unallocated amount recorded as goodwill.

8 of 38

PART I-FINANCIAL INFORMATION-CONTINUED
BASSETT FURNITURE INDUSTRIES, INCORPORATED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-UNAUDITED
AUGUST 26, 2023
(Dollars in thousands except share and per share data)

The allocation of the fair value of the acquired business has been based on a preliminary valuation. Our estimates and assumptions are subject to change as we obtain additional information for our estimates during the measurement period (up to one year from the acquisition date). The primary areas of the preliminary allocation of the fair value of consideration transferred that are not yet finalized relate to the fair values of certain tangible and intangible assets acquired and the residual goodwill. As of August 26, 2023, there have been no changes to the preliminary allocation of the purchase price (translated into U.S. dollars as of the acquisition date) which is as follows:

Fair value of consideration given in exchange for 100% of Noa Home:    

Cash

 $5,878 

Fair value of contingent consideration as of acquisition date

  1,375 

Total fair value of consideration given

 $7,253 
     
Allocation of the fair value of consideration transferred:    
Identifiable assets acquired:    

Cash

 $296 

Inventory

  1,585 

Other current assets

  317 

Property & equipment

  155 

Intangible asset - trade name

  1,929 

Total identifiable assets acquired

  4,282 
Liabilities assumed:    

Accounts payable

  (1,227)

Customer deposits

  (1,059)

Other current liabilities and accrued expenses

  (458)

Total liabilities assumed

  (2,744)

Net identifiable assets acquired

  1,538 

Goodwill

  5,715 

Total net assets acquired

 $7,253 

Goodwill was determined based on the residual difference between the fair value of the consideration transferred and the value assigned to the tangible and intangible assets and liabilities recognized in connection with the acquisition and is deductible for tax purposes. Among the factors that contributed to a purchase price resulting in the recognition of goodwill are the expected synergies arising from stock-based compensation.combining the Company’s manufacturing and distribution capabilities with Noa Home’s position in the international e-commerce market for home furnishings and accessories.

 

CashA portion of the fair value of the consideration transferred in the amount of $1,929 has been assigned to the identifiable intangible asset associated with the Noa Home trade name. This intangible asset is considered to have an indefinite life. The indefinite-lived intangible asset and goodwill are not amortized but will be tested for impairment annually or between annual tests if an indicator of impairment exists and the Company determines it is more likely than not that the fair value of the goodwill is below its book value.

The fair values of consideration transferred and net assets acquired were determined using a combination of Level 2 and Level 3 inputs as specified in the fair value hierarchy in ASC 820, Fair Value Measurements and Disclosures.

Subsequent to the acquisition date, the parties concluded that the targets originally set forth by which the Noa Home co-founders were to earn the contingent consideration would likely not be met within the initially anticipated time frame. Therefore, we have agreed to replace the contingent consideration with two fixed payments of C$200 each, the first of which was paid for income taxes, netin June of refunds, during2023 with the second to be paid in December of 2024. As a result of the write-down of the contingent consideration payable that was recognized at the acquisition date, we recorded a gain of $1,013 for the nine months ended August 27, 2022 was $20,722, including26, 2023.

The revenues and results of operations of Noa Home for the estimated tax payable on the taxable gain realized on our sale of Zenith. Cash paid for income taxes, net of refunds, during thethree and nine months ended August 28, 202126, 2023 were not material. The pro forma impact of the acquisition has not been presented because it was $624. These cash paymentsnot material to our consolidated results of operations for income taxes are includedthe three and nine months ended August 27, 2022.

9 of 38

PART I-FINANCIAL INFORMATION-CONTINUED
BASSETT FURNITURE INDUSTRIES, INCORPORATED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-UNAUDITED
AUGUST 26, 2023
(Dollars in cash flows from operating activities in the accompanying condensed consolidated statement of cash flows.

thousands except share and per share data)

 

 

3.4. Financial Instruments and Investments

 

Financial Instruments

 

Our financial instruments include cash and cash equivalents, short-term investments in certificates of deposit (CDs), accounts receivable, and accounts payable. Because of their short maturities, the carrying amounts of cash and cash equivalents, short-term investments in CDs, accounts receivable, and accounts payable approximate fair value.

 

Investments

 

Our short-term investments of $17,743 and $17,715 at August 27, 202226, 2023 and November 27, 202126, 2022 consisted of CDs. At August 27, 2022,26, 2023, the CDs had original terms averaging eightseven months, bearing interest at rates ranging from 0.25%0.7% to 3.00%5.45%. At August 27, 2022,26, 2023, the weighted average remaining time to maturity of the CDs was approximately six months and the weighted average yield of the CDs was approximately 2.17%5.09%. Each CD is placed with a federally insured financial institution and all deposits are within federal deposit insurance limits. Due to the nature of these investments and their relatively short maturities, the carrying amount of the short-term investments at August 27, 202226, 2023 and November 27, 202126, 2022 approximates their fair value.

 

 

4.5. Accounts Receivable

 

Accounts receivable consists of the following:

 

 

August 27, 2022

  

November 27, 2021

  

August 26, 2023

  

November 26, 2022

 

Gross accounts receivable

 $21,902  $21,134  $15,791  $19,099 

Allowance for doubtful accounts

  (952)  (567)  (452)  (1,261)

Accounts receivable, net

 $20,950  $20,567  $15,339  $17,838 

 

We maintain an allowance for credit losses for estimated losses resulting from the inability of our customers to make required payments. The allowance for credit losses is based on a review of specifically identified accounts in addition to an overall aging analysis which is applied to accounts pooled on the basis of similar risk characteristics. Judgments are made with respect to the collectibilitycollectability of accounts receivable within each pool based on historical experience, current payment practices and current economic trends based on our expectations over the expected life of the receivables, which is generally ninety days or less. Actual credit losses could differ from those estimates.

 

Page 8 of 36

PART I-FINANCIAL INFORMATION-CONTINUED

BASSETT FURNITURE INDUSTRIES, INCORPORATED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-UNAUDITED

AUGUST 27, 2022

(Dollars in thousands except share and per share data)

Activity in the allowance for credit losses for the nine months ended August 27, 202226, 2023 was as follows:

 

 

2022

 
 

Balance at November 27, 2021

 $567 

Balance at November 26, 2022

 $1,261 

Additions charged to expense

 439  124 

Write-offs against allowance

  (54)  (933)

Balance at August 27, 2022

 $952 

Balance at August 26, 2023

 $452 

 

We believe that the carrying value of our net accounts receivable approximates fair value. The inputs into these fair value estimates reflect our market assumptions and are not observable. Consequently, the inputs are considered to be Level 3 as specified in the fair value hierarchy in ASC Topic 820, Fair Value Measurements and Disclosures. See Note 3.4.

10 of 38

PART I-FINANCIAL INFORMATION-CONTINUED
BASSETT FURNITURE INDUSTRIES, INCORPORATED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-UNAUDITED
AUGUST 26, 2023
(Dollars in thousands except share and per share data)

 

 

5.6. Inventories

 

Domestic furniture inventories are valued at the lower of cost, which is determined using the last-in, first-out (LIFO) method, or market. Imported inventories and those applicable to our Lane Venture and Bassett Outdoor lines are valued at the lower of cost, which is determined using the first-in, first-out (FIFO) method, or net realizable value.

 

Inventories were comprised of the following:

 

 

August 27, 2022

  

November 27, 2021

  

August 26, 2023

  

November 26, 2022

 

Wholesale finished goods

 $50,617  $40,254  $32,258  $46,607 

Work in process

 695  482  606  620 

Raw materials and supplies

 23,527  21,653  19,021  22,859 

Retail merchandise

  35,169   30,914   33,048   32,974 

Total inventories on first-in, first-out method

 110,008  93,303  84,933  103,060 

LIFO adjustment

 (12,407) (10,483) (11,785) (12,416)

Reserve for excess and obsolete inventory

  (5,920)  (4,816)  (6,282)  (5,167)
 $91,681  $78,004  $66,866  $85,477 

 

We estimate an inventory reserve for excess quantities and obsolete items based on specific identification and historical write-offs, taking into account future demand, market conditions and the respective valuations at LIFO. The need for these reserves is primarily driven by the normal product life cycle. As products mature and sales volumes decline, we rationalize our product offerings to respond to consumer tastes and keep our product lines fresh. If actual demand or market conditions in the future are less favorable than those estimated, additional inventory write-downs may be required. In determining reserves, we calculate separate reserves on our wholesale and retail inventories. Our wholesale inventories tend to carry the majority of the reserves for excess quantities and obsolete inventory due to the nature of our distribution model. These wholesale reserves primarily represent design and/or style obsolescence. Typically, product is not shipped to our retail warehouses until a consumer has ordered and paid a deposit for the product. We do not typically hold retail inventory for stock purposes. Consequently, floor sample inventory and inventory for delivery to customers account for the majority of our inventory at retail. Retail reserves are based on accessory and clearance floor sample inventory in our stores and any inventory that is not associated with a specific customer order in our retail warehouses.

 

Page 9 of 36

PART I-FINANCIAL INFORMATION-CONTINUED

BASSETT FURNITURE INDUSTRIES, INCORPORATED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-UNAUDITED

AUGUST 27, 2022

(Dollars in thousands except share and per share data)

Activity in the reserves for excess quantities and obsolete inventory by segment are as follows:

 

 

Wholesale
Segment

  

Retail Segment

  

Total

  

Wholesale

Segment

  

Retail Segment

  

Total

 
  

Balance at November 27, 2021

 $3,683  $1,133  $4,816 

Balance at November 26, 2022

 $4,103  $1,064  $5,167 

Additions charged to expense

 1,941  862  2,803  3,228  586  3,814 

Write-offs

  (982)  (717)  (1,699)  (2,086)  (613)  (2,699)

Balance at August 27, 2022

 $4,642  $1,278  $5,920 

Balance at August 26, 2023

 $5,245  $1,037  $6,282 

 

Our estimates and assumptions have been reasonably accurate in the past. We have not made any significant changes to our methodology for determining inventory reserves in 20222023 and do not anticipate that our methodology is likely to change in the future.

 

11 of 38

PART I-FINANCIAL INFORMATION-CONTINUED
BASSETT FURNITURE INDUSTRIES, INCORPORATED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-UNAUDITED
AUGUST 26, 2023
(Dollars in thousands except share and per share data)

6.

7. Goodwill and Other Intangible Assets

 

Goodwill and other intangible assets consisted of the following:

 

 

August 26, 2023

 
 

August 27, 2022

    
 

Gross Carrying
Amount

  

Accumulated
Amortization

  

Intangible
Assets, Net

  

Gross Carrying

Amount

  

Accumulated Amortization

  

Intangible

Assets, Net

 
Intangibles subject to amortization  

Customer relationships

 $512  $(264) $248  $512  $(322) $190 
  
Intangibles not subject to amortization:  

Trade names

  6,848       8,688 

Goodwill

      7,217         12,669 
 

Total goodwill and other intangible assets

     $14,313        $21,547 

 

 

November 26, 2022

 
 

November 27, 2021

    
 

Gross Carrying Amount

  

Accumulated Amortization

  

Intangible Assets, Net

  

Gross Carrying

Amount

  

Accumulated Amortization

  

Intangible

Assets, Net

 

Intangibles subject to amortization

  

Customer relationships

 $512  $(223) $289  $512  $(280) $232 
  

Intangibles not subject to amortization:

  

Trade names

  6,848       8,723 

Goodwill

      7,217         12,772 
 

Total goodwill and other intangible assets

     $14,354        $21,727 

Changes in the carrying amounts of goodwill by reportable segment were as follows:

  

Wholesale

  

Retail

  

Corporate & Other

  

Total

 
                 

Balance as of November 26, 2022

 $7,217  $-  $5,554  $12,771 

Foreign currency translation adjustments

  -   -   (102)  (102)

Balance as of August 26, 2023

 $7,217  $-  $5,452  $12,669 

Accumulated impairment losses at both August 26, 2023 and November 26, 2022 were $3,897.

Due to the decline in the share price of our common stock through the end of the third quarter of 2023, we performed a qualitative analysis of our goodwill as of August 26, 2023 and concluded that it was not more likely than not that the carrying value of our reporting units with goodwill exceeded their fair values.

 

Page 1012 of 3638

PART I-FINANCIAL INFORMATION-CONTINUED

BASSETT FURNITURE INDUSTRIES, INCORPORATED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-UNAUDITED

AUGUST 27, 2022

26, 2023

(Dollars in thousands except share and per share data)

The carrying amounts of goodwill by reportable segment at both August 27, 2022 and November 27, 2021 are as follows:

  

Original

  

Accumulated

     
  

Recorded

  

Impairment

  

Carrying

 
  

Value

  

Losses

  

Amount

 
             

Wholesale

 $9,188  $(1,971) $7,217 

Retail

  1,926   (1,926)  - 
             

Total goodwill

 $11,114  $(3,897) $7,217 

Goodwill and other intangible assets associated with our logistical services segment totaling $9,094 at November 27, 2021 are included in assets of discontinued operations held for sale in the accompanying balance sheet (see Note 12).

 

Amortization expense associated with intangible assets during the three and nine months ended August 27, 202226, 2023 and August 28, 202127, 2022 was as follows:

 

  

Quarter Ended

  

Nine Months Ended

 
             
  

August 27, 2022

  

August 28, 2021

  

August 27, 2022

  

August 28, 2021

 
                 

Intangible asset amortization expense

 $14  $14  $42  $42 
  

Quarter Ended

  

Nine Months Ended

 
  

August 26, 2023

  

August 27, 2022

  

August 26, 2023

  

August 27, 2022

 
                 

Intangible asset amortization expense

 $14  $14  $43  $42 

 

Estimated future amortization expense for intangible assets that exist at August 27, 202226, 2023 is as follows:

 

Remainder of fiscal 2022

 $15 

Fiscal 2023

 57 

Remainder of fiscal 2023

 $14 

Fiscal 2024

 57  57 

Fiscal 2025

 57  57 

Fiscal 2026

 57  57 

Fiscal 2027

  5  5 
 

Fiscal 2028

  - 

Total

 $248  $190 

 

 

7.8. Bank Credit Facility

 

Our bank credit facility provides for a line of credit of up to $25,000.$25,000. At August 27, 2022,26, 2023, we had $3,931$3,731 outstanding under standby letters of credit against our line, leaving availability under our credit line of $21,069. In addition, we had outstanding standby letters of credit with another bank totaling $325 at August 27, 2022.$21,269. The line bears interest at the One-Month Term Secured Overnight Financing Rate (“One-Month Term SOFR”) plus 1.5% and is unsecured. Our bank charges a fee of 0.25% on the daily unused balance of the line, payable quarterly. Under the terms of the bank credit facility, we must maintain the following financial covenants, measured quarterly on a rolling twelve-month basis:

 

 

Consolidated fixed charge coverage ratio of not less than 1.4 times,

 

 

Consolidated lease-adjusted leverage ratio not to exceed 3.0 times, and

 

 

Minimum tangible net worth of $140,000.

 

We were in compliance with these covenants at August 27, 2022 and expect to remain in compliance for the foreseeable future.26, 2023. The credit facility will mature on January 27, 2025, at which time any amounts outstanding under the facility will be due.

 

Page 11 of 36

PART I-FINANCIAL INFORMATION-CONTINUED

BASSETT FURNITURE INDUSTRIES, INCORPORATED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-UNAUDITED

AUGUST 27, 2022

(Dollars in thousands except share and per share data)

8.9. Post Employment Benefit Obligations

 

Defined Benefit Plans

 

We have an unfunded Supplemental Retirement Income Plan (the “Supplemental Plan”) that covers one current and certain former executives. The liability for the Supplemental Plan was $9,062$6,049 and $9,192$5,987 as of August 27, 202226, 2023 and November 27, 2021,26, 2022, respectively.

 

We also have the Bassett Furniture Industries, Incorporated Management Savings Plan (the “Management Savings Plan”) which was established in the second quarter of fiscal 2017. The Management Savings Plan is an unfunded, nonqualified deferred compensation plan maintained for the benefit of certain highly compensated or management level employees. As part of the Management Savings Plan, we have made Long Term Cash Awards (“LTC Awards”) totaling $2,000 to certain management employees in the amount of $400 each. The liability for the LTC Awards was $1,560$1,350 and $1,548$1,275 as of August 27, 202226, 2023 and November 27, 2021,26, 2022, respectively.

13 of 38

PART I-FINANCIAL INFORMATION-CONTINUED
BASSETT FURNITURE INDUSTRIES, INCORPORATED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-UNAUDITED
AUGUST 26, 2023
(Dollars in thousands except share and per share data)

 

The combined pension liability for the Supplemental Plan and LTC Awards is recorded as follows in the condensed consolidated balance sheets:

 

 

August 27, 2022

 

November 27, 2021

  

August 26, 2023

 November 26, 2022 

Accrued compensation and benefits

 $913  $913  $698  $698 

Post employment benefit obligations

  9,709  9,827   6,701  6,564 
 

Total pension liability

 $10,622  $10,740  $7,399  $7,262 

 

Components of net periodic pension costs for our defined benefit plans for the three and nine months ended August 27, 202226, 2023 and August 28, 202127, 2022 are as follows:

 

 

Quarter Ended

  

Nine Months Ended

  

Quarter Ended

  

Nine Months Ended

 
 

August 27, 2022

 

August 28, 2021

 

August 27, 2022

 

August 28, 2021

�� 

August 26, 2023

 

August 27, 2022

 

August 26, 2023

 

August 27, 2022

 

Service cost

 $9  $31  $27  $91  $7  $9  $20  $27 

Interest cost

 58  48  173  146  93  58  278  173 

Amortization of prior service costs

 31  31  94  94  31  31  94  94 

Amortization of loss

  33  15   100  45   -  33   -  100 
 

Net periodic pension cost

 $131  $125  $394  $376  $131  $131  $392  $394 

 

The components of net periodic pension cost other than the service cost component, which is included in selling, general and administrative expenses, are included in other loss, net in our condensed consolidated statements of operations.

 

Deferred Compensation Plans

 

We have an unfunded deferred compensation plan that covers one current executive and certain former executives and provides for voluntary deferral of compensation. This plan has been frozen with no additional participants or deferrals permitted. Our liability under this plan was $1,657$1,645 and $1,648$1,616 as of August 27, 202226, 2023 and November 27, 2021,26, 2022, respectively.

 

We also have an unfunded, nonqualified deferred compensation plan maintained for the benefit of certain highly compensated or management level employees which was established under the Management Savings Plan. Our liability under this plan, including both accrued Company contributions and participant salary deferrals, was $1,946$2,618 and $1,789$2,070 as of August 27, 202226, 2023 and November 27, 2021,26, 2022, respectively.

Page 12 of 36

PART I-FINANCIAL INFORMATION-CONTINUED

BASSETT FURNITURE INDUSTRIES, INCORPORATED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-UNAUDITED

AUGUST 27, 2022

(Dollars in thousands except share and per share data)

 

Our combined liability for all deferred compensation arrangements, including Company contributions and participant deferrals under the Management Savings Plan, is recorded as follows in the condensed consolidated balance sheets:

 

 

August 27, 2022

 

November 27, 2021

  

August 26, 2023

 November 26, 2022 

Accrued compensation and benefits

 $296  $296  $296  $296 

Post employment benefit obligations

  3,307  3,142   3,967  3,390 
 

Total deferred compensation liability

 $3,603  $3,438  $4,263  $3,686 

14 of 38

PART I-FINANCIAL INFORMATION-CONTINUED
BASSETT FURNITURE INDUSTRIES, INCORPORATED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-UNAUDITED
AUGUST 26, 2023
(Dollars in thousands except share and per share data)

 

We recognized expense under our deferred compensation arrangements during the three and nine months ended August 27, 202226, 2023 and August 28, 202127, 2022 as follows:

 

  

Quarter Ended

  

Nine Months Ended

 
  

August 27, 2022

  

August 28, 2021

  

August 27, 2022

  

August 28, 2021

 

Deferred compensation expense (benefit)

 $(7) $96  $54  $451 
  

Quarter Ended

  

Nine Months Ended

 
  

August 26, 2023

  

August 27, 2022

  

August 26, 2023

  

August 27, 2022

 

Deferred compensation expense (benefit)

 $166  $(7) $363  $54 

 

 

9.10. Commitments and Contingencies

 

We are involved in various legal and 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, we believe that the final resolution of these matters will not have a material adverse effect on our financial position or future results of operations.

 

10. Lease Guarantees

 

We have guaranteed certain lease obligations of licensee operators. Lease guarantees range from one to three years. We were contingently liable under a licensee lease obligation guaranteesguarantee in the amounts of $1,871$1,906 and $1,845$1,880 at August 27, 202226, 2023 and November 27, 2021,26, 2022, respectively. The remaining term under this lease guarantee extends for five years.

 

In the event of default by an independent dealer under the guaranteed lease, we believe that the risk of loss is mitigated through a combination of options that include, but are not limited to, arranging for a replacement dealer or liquidating the collateral (primarily inventory). The proceeds of the above options are expected to cover the estimated amount of our future payments under the guarantee obligations,obligation, net of recorded reserves. The fair value of this lease guaranteesguarantee (an estimate of the cost to the Company to perform on these guarantees)the guarantee) at August 27, 202226, 2023 and November 27, 202126, 2022 was not material.

 

Page 1315 of 3638

PART I-FINANCIAL INFORMATION-CONTINUED

BASSETT FURNITURE INDUSTRIES, INCORPORATED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-UNAUDITED

AUGUST 27, 2022

26, 2023

(Dollars in thousands except share and per share data)

 

 

11. Earnings (Loss) Per Share

 

The following reconciles basic and diluted earnings (loss) per share:

 

 

Net Income

(Loss)

 

Weighted Average

Shares

 

Net Income

(Loss) Per

Share

 

For the quarter ended August 26, 2023:

 
 

Basic loss per share - continuing operations

 $(2,591) 8,736,096  $(0.30)
Add effect of dilutive securities: 

Restricted shares*

  -  -  - 

Diluted loss per share - continuing operations

 $(2,591) 8,736,096  $(0.30)
 
 

Net Income

 

Weighted Average
Shares

 

Net Income
Per Share

  

For the quarter ended August 27, 2022:

  
 

Basic earnings per share - continuing operations

 $7,773  9,238,185  $0.84 
Add effect of dilutive securities: 

Restricted shares

  -  28,927  - 

Diluted earnings per share - continuing operations

 $7,773  9,267,112  $0.84 
 

Basic loss per share - discontinued operations

 $(145) 9,238,185  $(0.02)

Add effect of dilutive securities:

 

Restricted shares

  -  28,927  - 

Diluted loss per share - discontinued operations

 $(145) 9,267,112  $(0.02)
 

For the quarter ended August 28, 2021:

 
  

Basic earnings per share - continuing operations

 $3,441  9,779,928  $0.35  $7,773  9,238,185  $0.84 

Add effect of dilutive securities:

  

Options and restricted shares

  -  5,415  -   -  28,927  - 

Diluted earnings per share - continuing operations

 $3,441  9,785,343  $0.35  $7,773  9,267,112  $0.84 
  

Basic loss per share - discontinued operations

 $(425) 9,779,928  $(0.04) $(145) 9,238,185  $(0.02)

Add effect of dilutive securities:

  

Options and restricted shares

  -  5,415  - 

Options and restricted shares*

  -  -  - 

Diluted loss per share - discontinued operations

 $(425) 9,785,343  $(0.04) $(145) 9,238,185  $(0.02)
  
  

For the nine months ended August 27, 2022:

 

For the nine months ended August 26, 2023:

 
  

Basic earnings per share - continuing operations

 $19,807  9,503,937  $2.08  $930  8,804,718  $0.11 

Add effect of dilutive securities:

  

Restricted shares

  -  5,688  -   -  15,934  - 

Diluted earnings per share - continuing operations

 $19,807  9,509,625  $2.08  $930  8,820,652  $0.11 
  

Basic earnings per share - discontinued operations

 $40,512  9,503,937  $4.26 

Add effect of dilutive securities:

 

Restricted shares

  -  5,688  - 

Diluted earnings per share - discontinued operations

 $40,512  9,509,625  $4.26 
  

For the nine months ended August 28, 2021:

 

For the nine months ended August 27, 2022:

 
  

Basic earnings per share - continuing operations

 $12,216  9,864,691  $1.24  $19,807  9,503,937  $2.08 

Add effect of dilutive securities:

  

Options and restricted shares

  -  9,329  -   -  5,688  - 

Diluted earnings per share - continuing operations

 $12,216  9,874,020  $1.24  $19,807  9,509,625  $2.08 
  

Basic earnings per share - discontinued operations

 $785  9,864,691  $0.08  $40,512  9,503,937  $4.26 

Add effect of dilutive securities:

  

Options and restricted shares

  -  9,329  -   -  5,688  - 

Diluted earnings per share - discontinued operations

 $785  9,874,020  $0.08  $40,512  9,509,625  $4.26 

*Due to the net loss for the period, potentially dilutive securities would have been anti-dilutive and are therefore excluded.

 

Page 1416 of 3638

PART I-FINANCIAL INFORMATION-CONTINUED

BASSETT FURNITURE INDUSTRIES, INCORPORATED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-UNAUDITED

AUGUST 27, 2022

26, 2023

(Dollars in thousands except share and per share data)

 

For the three and nine months ended August 27, 202226, 2023 and August 28, 2021,27, 2022, the following potentially dilutive shares were excluded from the computations as their effect was anti-dilutive:

 

  

Quarter Ended

  

Nine Months Ended

 
  

August 27, 2022

  

August 28, 2021

  

August 27, 2022

  

August 28, 2021

 
                 

Unvested shares

  15,799   -   67,099   7,105 
  

Quarter Ended

  

Nine Months Ended

 
  

August 26, 2023

  

August 27, 2022

  

August 26, 2023

  

August 27, 2022

 
                 

Unvested shares

  100,313   15,799   66,113   67,099 

 

 

12. Discontinued Operations

 

On January 31, 2022, we entered into a definitive agreement to sell substantially all of the assets of Zenith to J.B. Hunt. The sale was completed on February 28, 2022. During the second quarter of fiscal 2022, at which time we received the following net proceeds:

 

Sales price prior to post-closing working capital adjustment

 $86,939  $86,939 
Less:  

Amount held in escrow for contingencies related to representations and warranties (1)

 1,000  1,000 

Seller expenses paid at closing

 418  418 

Working capital adjustment paid to buyer

  987   987 
  

Net proceeds from the sale (2)

 $84,534  $84,534 

 

 

(1)

To beThis was held in escrow until the first anniversary of the sale, at which time anythe full amount not distributed or reserved for specified claims will bewas released to the Company. ThisCompany on March 2, 2023. As of November 26, 2022, this amount is included in other current assets in the accompanying condensed consolidated balance sheet at August 27, 2022.

(2)

Included in cash flows from investing activities in the accompanying condensed consolidated statement of cash flows for the nine months ended August 27, 2022.sheets.

 

The sales price was subject to a customary post-closing working capital adjustment which was paid duringadjustments. For the third quarter of fiscal 2022. Including the effect of the working capital adjustment,three and nine months ended August 27, 2022 we recognized a pre-tax gain from(less post-closing adjustments) on the sale of Zenith$(193) and $53,061, respectively. Upon final settlement of $53,061.the post-closing adjustments, which were paid in the second half of fiscal 2022, the final pre-tax gain was $52,534.

 

The operations of our logistical services segment, which consisted entirely of the operations of Zenith, are presented in the accompanying condensed consolidated statements of incomeoperations as discontinued operations, and the assets sold to and liabilities assumed by J.B. Hunt are presented in the accompanying condensed consolidated balance sheet as assets and liabilities of discontinued operations held for sale as of November 27, 2021.

Page 15 of 36

PART I-FINANCIAL INFORMATION-CONTINUED

BASSETT FURNITURE INDUSTRIES, INCORPORATED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-UNAUDITED

AUGUST 27, 2022

(Dollars in thousands except share and per share data)

The following table summarizes the major classes of assets and liabilities of the discontinued operations held for sale as reported in the condensed consolidated balance sheet as of November 27, 2021:

  

November 27, 2021

 
Carrying amounts of major classes of assets included as part of discontinued operations:    

Accounts receivable, net

 $7,601 

Other current assets

  3,463 

Property and equipment, net

  24,898 

Goodwill and other intangible assets

  9,094 

Right of use assets under operating leases

  18,193 

Other

  572 
     
  $63,821 
     
Balance sheet classification:    

Current assets of discontinued operations held for sale

 $11,064 

Long-term assets of discontinued operations held for sale

  52,757 
     

Total assets of discontinued operations held for sale

 $63,821 
     
Carrying amounts of major classes of liabilities included as part of discontinued operations:    

Accounts payable

 $4,336 

Accrued compensation and benefits

  3,295 

Current portion operating lease obligations

  7,458 

Other current liabilites and accrued expenses

  1,006 

Long-term portion of operating lease obligations

  10,996 

Other long-term liabilities

  5,214 
     
  $32,305 
     
Balance sheet classification:    

Current liabilities of discontinued operations held for sale

 $16,095 

Long-term liabilities of discontinued operations held for sale

  16,210 
     

Total liabilities of discontinued operations held for sale

 $32,305 

Following the sale of Zenith, certain of Zenith’s liabilities primarily representing reserves and accrued liabilities for pre-disposal workers’ compensation, health insurance and auto liability claims were retained by Bassett. The remaining balance of these reserves and accruals total $537 at August 27, 2022 and are included in other current liabilities and accrued expenses in the accompanying condensed consolidated balance sheet.

Page 16 of 36

PART I-FINANCIAL INFORMATION-CONTINUED

BASSETT FURNITURE INDUSTRIES, INCORPORATED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-UNAUDITED

AUGUST 27, 2022

(Dollars in thousands except share and per share data)operations.

 

The following table summarizes the major classes of line items constituting income of the discontinued operations, as reported in the condensed consolidated statements of incomeoperations for the three and nine months ended August 27, 2022 and August 28, 2021:2022:

 

 

Quarter Ended

  

Nine Months Ended

  

Quarter Ended

 

Nine Months Ended

 
 

August 27, 2022

  

August 28, 2021

  

August 27, 2022

  

August 28, 2021

  

August 27, 2022

  

August 27, 2022

 
Major line items constituting pretax income of discontinued operations:  

Logistical services revenue

 $-  $14,036  $16,776  $40,116  $-  $16,776 

Cost of logistical services

 -  14,522  15,001  38,849  -  15,001 

Other loss, net

  -   (79)  (63)  (188)  -   (63)
 

Income (loss) from operations of logistical services

 -  (565) 1,712  1,079 

Income from operations of logistical services

 -  1,712 

Gain on disposal (less adjustments)

  (193)  -   53,061   -   (193)  53,061 

Pretax income of discontinued operations

 (193) (565) 54,773  1,079 

Pretax income (loss) of discontinued operations

 (193) 54,773 

Income tax expense (benefit)

  (48)  (140)  14,261   294   (48)  14,261 
 

Income (loss) from discontinued operations, net of tax

 $(145) $(425) $40,512  $785  $(145) $40,512 

17 of 38

PART I-FINANCIAL INFORMATION-CONTINUED
BASSETT FURNITURE INDUSTRIES, INCORPORATED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-UNAUDITED
AUGUST 26, 2023
(Dollars in thousands except share and per share data)

 

The amounts for revenue and costs of logistical services shown above represent the results of Zenith’s business transactions with third parties. Zenith also charged Bassett for logistical services provided to our wholesale segment in the amount of $9,121 during the nine months ended August 27, 2022, and $7,164 and $23,409, respectively, for2022. Upon the three and nine months ended August 28, 2021. We havesale of Zenith we entered into a service agreement with J.B. Hunt for the continuation of these services for a period of seven years following years. We incurred expense for logistical services performed by J.B. Hunt of $6,278 and $21,429 during the sale of Zenith. Subsequent to the sale, we incurredthree and nine months ended August 26, 2023, respectively, and $10,307 and $19,852 of expense duringfor the three and nine months ended August 27, 2022, respectively, for the performance of logistical services, of which $17,818 had been paid in cash as of August 27, 2022.respectively.

 

Included in other loss, net, is interest arising from finance leases assumed by J.B. Hunt as part of the transaction. Such interest amounted to $78 for the nine months ended August 27, 2022, and $86 and $207, respectively, for the three and nine months ended August 28, 2021.2022.

 

The following table summarizes the cash flows generated by discontinued operations during the nine months ended August 27, 2022 and August 28, 2021:2022:

 

 

Nine Months Ended

  Nine Months Ended 
 

August 27, 2022

  

August 28, 2021

  

August 27, 2022

 

Cash provided by operating activities

 $1,681  $3,231  $1,681 

Cash used in investing activities

 (81) (2,706) (81)

Cash used in financing activities

  (371)  (834)  (371)
 

Net cash provided by (used in) discontinued operations

 $1,229  $(309)

Net cash provided by discontinued operations

 $1,229 

 

 

13. Retail Real Estate Transactions

During the third quarter of fiscal 2022, we sold one of our Company-owned store locations in Houston, Texas for $8,217 net of closing costs, resulting in a gain of $4,595 during the three and nine months ended August 27, 2022. The sale closed on June 24, 2022, and we expect to vacate the premises during the fourth quarter of fiscal 2022. This store will be relocated to a new leased store in the Houston market that we expect to open during the second quarter of fiscal 2023.

This sale, together with our recent purchase of real property in Tampa, Florida for $7,668 in cash during the second quarter of fiscal 2022 will be treated as an exchange of like-kind property under Section 1031 of the Internal Revenue Code of 1986, as amended, for the purpose of deferring approximately $4,300 of the taxable gain arising from the sale of the Houston property. A VIE was established during the second quarter of fiscal 2022 for purposes of acquiring the Tampa, Florida property, of which the Company was the primary beneficiary by virtue of our control over the activities that most significantly impact the entity's economic performance. Subsequent to the completion of the exchange transactions during the third quarter of fiscal 2022, the sole equity interest in the VIE was transferred to Bassett and the entity is now consolidated as a wholly owned subsidiary We plan to remodel the Tampa property and open as a Company-owned store in the second quarter of fiscal 2023.

Page 17 of 36

PART I-FINANCIAL INFORMATION-CONTINUED

BASSETT FURNITURE INDUSTRIES, INCORPORATED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-UNAUDITED

AUGUST 27, 2022

(Dollars in thousands except share and per share data)

14. Segment Information

 

WeAs of the beginning of fiscal 2023 we have strategically aligned our business into twothree reportable segments as defined in ASC 280, Segment Reporting, and as described below:

 

 

Wholesale. The wholesale home furnishings segment is involved principally in the design, manufacture, sourcing, sale and distribution of furniture products to a network of Bassett stores (Company-owned and licensee-owned retail stores) and independent furniture retailers. Our wholesale segment includes our wood and upholstery operations, which includeincludes Lane Venture, as well as all corporate selling, general and administrative expenses, including those corporate expenses related to both Company- and licensee-owned stores. Our wholesale segment also includes our holdings of short-term investments and retail real estate previously leased as licensee stores. The earnings and costs associated with these assets are included in other loss, net, in our condensed consolidated statements of operations.Venture.

 

 

Retail Company-owned stores. Our retail segment consists of Company-owned stores and includes the revenues, expenses, assets and liabilities and capital expenditures directly related to these stores and the Company-owned distribution network utilized to deliver products to our retail customers.

Corporate and other – Corporate and other includes the shared costs of corporate functions such as treasury and finance, information technology, accounting, human resources, legal and others, including certain product development and marketing functions benefitting both wholesale and retail operations. In addition to property and equipment and various other assets associated with the shared corporate functions, the identifiable assets of Corporate and other include substantially all of our cash and our investments in CDs. We consider our corporate functions to be other business activities and have aggregated them with our other insignificant operating segment, the recently acquired Noa Home (see Note 3).

 

Inter-company net sales elimination represents the elimination of wholesale sales to our Company-owned stores. Inter-company income elimination includes the embedded wholesale profit in the Company-owned store inventory that has not been realized. These profits will be recorded when merchandise is delivered to the retail consumer. The inter-company income elimination also includes rent paid by our retail stores occupying Company-owned real estate.

 

Prior to the beginning of fiscal 2023, the functions included in Corporate and other were included in our wholesale reportable segment, and Noa Home was included in our retail reportable segment for the fourth quarter of fiscal 2022 following its acquisition on September 2, 2022. We believe that the new alignment of our reporting segments provides our chief operating decision maker with clearer information with which to assess the operating results of our wholesale segment. Noa Home does not meet the requirements to be a separate reportable segment as it is below the thresholds of the revenue, income and asset tests. The segment information presented below for the three and nine months ended August 27, 2022 and as of November 26, 2022 has been restated to reflect the new alignment of our reportable segments.

18 of 38

PART I-FINANCIAL INFORMATION-CONTINUED
BASSETT FURNITURE INDUSTRIES, INCORPORATED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-UNAUDITED
AUGUST 26, 2023
(Dollars in thousands except share and per share data)

Our former logistical services segment which represented the operations of Zenith is now presented as a discontinued operation in the accompanying condensed consolidated balances sheets and statements of incomeoperations (see Note 12).

Page 18 of 36

PART I-FINANCIAL INFORMATION-CONTINUED

BASSETT FURNITURE INDUSTRIES, INCORPORATED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-UNAUDITED

AUGUST 27, 2022

(Dollars in thousands except share and per share data)

 

The following table presents our segment information:

 

  

Quarter Ended

  

Nine Months Ended

 
  

August 26, 2023

  

August 27, 2022

  

August 26, 2023

  

August 27, 2022

 

Sales Revenue

                

Wholesale sales of furniture and accessories

 $56,660  $78,959  $188,318  $249,945 

Less: Sales to retail segment

  (23,503)  (31,833)  (77,932)  (95,976)

Wholesale sales to external customers

  33,157   47,126   110,386   153,969 

Retail sales of furniture and accessories

  52,264   70,886   178,004   210,613 

Corporate and other

  1,796   -   7,044   - 

Consolidated net sales of furniture and accessories

 $87,217  $118,012  $295,434  $364,582 
                 

Income (Loss) from Operations

                

Wholesale

 $6,340  $9,989  $22,339  $31,656 

Retail - Company-owned stores

  (3,036)  3,889   (751)  13,804 

Net expenses - Corporate and other

  (7,420)  (7,839)  (22,140)  (21,633)

Inter-company elimination

  312   38   917   (260)

Gain on revaluation of contingent consideration

  -   -   1,013   - 

Gain on sale of real estate

  -   4,595   -   4,595 

Consolidated

 $(3,804) $10,672  $1,378  $28,162 
                 

Depreciation and Amortization

                

Wholesale

 $618  $601  $1,838  $1,774 

Retail - Company-owned stores

  1,335   1,454   4,167   4,429 

Corporate and other

  640   613   1,497   1,264 

Consolidated

 $2,593  $2,668  $7,502  $7,467 
                 

Capital Expenditures

                

Wholesale

 $715  $2,108  $2,064  $4,539 

Retail - Company-owned stores

  4,776   1,468   7,798   9,869 

Corporate and other

  1,761   1,052   4,795   2,858 

Consolidated

 $7,252  $4,628  $14,657  $17,266 

 

  

Quarter Ended

  

Nine Months Ended

 
  

August 27, 2022

  

August 28, 2021

  

August 27, 2022

  

August 28, 2021

 

Sales Revenue

                

Wholesale sales of furniture and accessories

 $78,959  $73,073  $249,945  $219,371 

Less: Sales to retail segment

  (31,833)  (26,779)  (95,976)  (84,303)

Wholesale sales to external customers

  47,126   46,294   153,969   135,068 

Retail sales of furniture and accessories

  70,886   58,576   210,613   181,454 

Consolidated net sales of furniture and accessories

 $118,012  $104,870  $364,582  $316,522 
                 

Income from Operations

                

Wholesale

 $1,611  $4,466  $8,430  $14,622 

Retail - Company-owned stores

  4,529   917   15,754   3,663 

Inter-company elimination

  (63)  (407)  (617)  (662)

Gain on sale of real estate

  4,595   -   4,595   - 

Consolidated

 $10,672  $4,976  $28,162  $17,623 
                 

Depreciation and Amortization

                

Wholesale

 $1,213  $835  $3,038  $2,456 

Retail - Company-owned stores

  1,455   1,528  ��4,429   4,625 

Consolidated

 $2,668  $2,363  $7,467  $7,081 
                 

Capital Expenditures

                

Wholesale

 $3,160  $2,078  $15,065  $4,244 

Retail - Company-owned stores

  1,468   54   2,201   191 

Consolidated

 $4,628  $2,132  $17,266  $4,435 

 

As of

 

As of

  

As of

 

As of

 

 

August 27, 2022

  

November 27, 2021

  

August 26, 2023

 

November 26, 2022

 
Identifiable Assets            

Wholesale

 $243,046  $196,853  $102,022  $125,433 

Retail - Company-owned stores

 159,641  160,986  157,415  162,222 

Discontinued Operations

  -  63,821 

Corporate and other

  109,594  118,618 

Consolidated

 $402,687  $421,660  $369,031  $406,273 

 

See Note 15,14, Revenue Recognition, for disaggregated revenue information regarding sales of furniture and accessories by product type for the wholesale and retail segments.

 

19 of 38

PART I-FINANCIAL INFORMATION-CONTINUED
BASSETT FURNITURE INDUSTRIES, INCORPORATED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-UNAUDITED
AUGUST 26, 2023
(Dollars in thousands except share and per share data)

15.

14. Revenue Recognition

 

We recognize revenue when we transfer promised goods or services to our customers in an amount that reflects the consideration we expect to receive in exchange for those goods or services. For our wholesale and retail segments, revenue is recognized when the risks and rewards of ownership and title to the product have transferred to the buyer. At wholesale, transfer occurs and revenue is recognized upon the shipment of goods to independent dealers and licensee-owned BHF stores. At retail, transfer occurs and revenue is recognized upon delivery of goods to the customer. All wholesale and retail revenues are recorded net of estimated returns and allowances based on historical patterns. We typically collect a significant portion of the purchase price from our retail customers as a deposit upon order, with the balance typically collected upon delivery.at the time delivery is scheduled. These customer deposits are carried on our balance sheet as a current liability until delivery is fulfilled and amounted to $40,311$23,626 and $51,492$35,963 as of August 27, 202226, 2023 and November 27, 2021,26, 2022, respectively. Substantially all of the customer deposits held at November 27, 2021 related to performance obligations that26, 2022 were satisfied during the current year-to-date period and have therefore been recognized in revenue for the three and nine months ended August 27, 2022.26, 2023.

 

Sales commissions are expensed as part of selling, general and administrative expenses at the time revenue is recognized because the amortization period would have been one year or less. Sales commissions at wholesale are accrued upon the shipment of goods. Sales commissions at retail are accrued at the time a sale is written (i.e. – when the customer’s order is placed) and are carried as prepaid commissions in other current assets until the goods are delivered and revenue is recognized. At August 27, 202226, 2023 and November 27, 2021,26, 2022, our balance of prepaid commissions included in other current assets was $4,357$2,374 and $6,221,$3,768, respectively.

Page 19 of 36

PART I-FINANCIAL INFORMATION-CONTINUED

BASSETT FURNITURE INDUSTRIES, INCORPORATED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-UNAUDITED

AUGUST 27, 2022

(Dollars in thousands except share and per share data)

 

We exclude from revenue all amounts collected from customers for sales tax. We do not disclose amounts allocated to remaining unsatisfied performance obligations as they are expected to be satisfied within one year or less.

 

Disaggregated revenue information for sales of furniture and accessories by product category for the three and nine months ended August 27, 202226, 2023 and August 28, 2021,27, 2022, excluding intercompany transactions between our segments, is a follows:

 

 

Quarter Ended

  

Quarter Ended

 
 

August 27, 2022

 

August 28, 2021

  

August 26, 2023

 

August 27, 2022

 
 

Wholesale

 

Retail

 

Total

 

Wholesale

 

Retail

 

Total

  

Wholesale

 

Retail

 

Corporate

& Other (2)

 

Total

 

Wholesale

 

Retail

 

Corporate

& Other

 

Total

 

Bassett Custom Upholstery

 $30,885  $39,054  $69,939  $26,276  $32,362  $58,638  $19,985  $30,177  $-  $50,162  $30,885  $39,054  $-  $69,939 

Bassett Leather

 6,290  867  7,157  9,142  302  9,444  6,743  337  -  7,080  6,290  867  -  7,157 

Bassett Custom Wood

 5,564  11,357  16,921  5,745  7,674  13,419  3,564  7,697  -  11,261  5,564  11,357  -  16,921 

Bassett Casegoods

 4,387  10,404  14,791  5,131  10,394  15,525  2,865  7,027  -  9,892  4,387  10,404  -  14,791 

Accessories, mattresses and other (1)

  -  9,204  9,204   -  7,844  7,844   -  7,026  1,796  8,822   -  9,204  -  9,204 

Consolidated net sales of furniture and accessories

 $47,126  $70,886  $118,012  $46,294  $58,576  $104,870  $33,157  $52,264  $1,796  $87,217  $47,126  $70,886  $-  $118,012 

 

 

Nine Months Ended

  

Nine Months Ended

 
 

August 27, 2022

 

August 28, 2021

  

August 26, 2023

 

August 27, 2022

 
 

Wholesale

 

Retail

 

Total

 

Wholesale

 

Retail

 

Total

  

Wholesale

 

Retail

 

Corporate & Other (2)

 

Total

 

Wholesale

 

Retail

 

Corporate & Other

 

Total

 

Bassett Custom Upholstery

 $96,636  $122,248  $218,884  $77,134  $102,201  $179,335  $68,641  $101,047  $-  $169,688  $96,636  $122,248  $-  $218,884 

Bassett Leather

 29,111  1,399  30,510  26,898  782  27,680  19,630  1,408  -  21,038  29,111  1,399  -  30,510 

Bassett Custom Wood

 17,207  32,001  49,208  17,921  20,756  38,677  12,642  27,164  -  39,806  17,207  32,001  -  49,208 

Bassett Casegoods

 11,015  27,884  38,899  13,115  32,175  45,290  9,473  24,848  -  34,321  11,015  27,884  -  38,899 

Accessories, mattresses and other (1)

  -  27,081  27,081   -  25,540  25,540   -  23,537  7,044  30,581   -  27,081  -  27,081 

Consolidated net sales of furniture and accessories

 $153,969  $210,613  $364,582  $135,068  $181,454  $316,522  $110,386  $178,004  $7,044  $295,434  $153,969  $210,613  $-  $364,582 

 

(1)

Includes the sale of goods other than Bassett-branded products, such as accessories and bedding, and also includes the sale of furniture protection plans.

(2) Our Corporate and other segment for the three and nine months ended August 26, 2023 includes the sales of Noa Home, which was acquired on September 2, 2022 (see Note 3).

 

Page 20 of 3638

PART I-FINANCIAL INFORMATION-CONTINUED

BASSETT FURNITURE INDUSTRIES, INCORPORATED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-UNAUDITED

AUGUST 27, 2022

26, 2023

(Dollars in thousands except share and per share data)

 

 

16.15. Changes to Stockholders Equity

 

The following changes in our stockholders’ equity occurred during the three and nine months ended August 27, 202226, 2023 and August 28, 2021:27, 2022:

 

 

Quarter Ended

  

Nine Months Ended

  

Quarter Ended

  

Nine Months Ended

 
                  
 

August 27, 2022

  

August 28, 2021

  

August 27, 2022

  

August 28, 2021

  

August 26, 2023

  

August 27, 2022

  

August 26, 2023

  

August 27, 2022

 

Common Stock:

                                
         

Beginning of period

 $46,396  $49,262  $48,811  $49,714  $43,900  $46,396  $44,759  $48,811 

Issuance of common stock

 98  23  222  143  101  98  288  222 

Purchase and retirement of common stock

  (430)  (506)  (2,969)  (1,078)  (201)  (430)  (1,247)  (2,969)
         

End of period

 $46,064  $48,779  $46,064  $48,779  $43,800  $46,064  $43,800  $46,064 
         

Common Shares Issued and Outstanding:

                                
         

Beginning of period

 9,279,268  9,852,359  9,762,125  9,942,787  8,779,912  9,279,268  8,951,839  9,762,125 

Issuance of common stock

 19,568  4,587  44,544  28,623  19,996  19,568  57,406  44,544 

Purchase and retirement of common stock

  (86,096)  (101,100)  (593,929)  (215,564)  (40,143)  (86,096)  (249,480)  (593,929)
         

End of period

  9,212,740   9,755,846   9,212,740   9,755,846   8,759,765   9,212,740   8,759,765   9,212,740 
         

Additional Paid-in Capital:

                                
         

Beginning of period

 $-  $-  $113  $-  $-  $-  $-  $113 

Issuance of common stock

 65  71  117  165  (2) 65  (12) 117 

Purchase and retirement of common stock

 (207) (119) (629) (275) (210) (207) (624) (629)

Stock based compensation

  142   48   399   110   212   142   636   399 
         

End of period

 $-  $-  $-  $-  $-  $-  $-  $- 
         

Retained Earnings:

                                
         

Beginning of period

 $145,471  $112,325  $115,631  $109,710  $149,393  $145,471  $150,800  $115,631 

Net income for the period

 7,628  3,016  60,319  13,001 

Net income (loss) for the period

 (2,591) 7,628  930  60,319 

Purchase and retirement of common stock

 (982) (2,017) (6,663) (4,432) (196) (982) (2,293) (6,663)

Cash dividends declared

  (1,564)  (1,366)  (18,734)  (6,321)  (1,575)  (1,564)  (4,406)  (18,734)
         

End of period

 $150,553  $111,958  $150,553  $111,958  $145,031  $150,553  $145,031  $150,553 
         

Accumulated Other Comprehensive Loss:

                                
         

Beginning of period

 $(1,726) $(1,325) $(1,823) $(1,394) $(108) $(1,726) $50  $(1,823)

Cumulative translation adjustments, net of tax

 31  -  (174) - 

Amortization of pension costs, net of tax

  48   35   145   104   23   48   70   145 
         

End of period

 $(1,678) $(1,290) $(1,678) $(1,290) $(54) $(1,678) $(54) $(1,678)

The balance of cumulative translation adjustments, net of tax, was a net loss of $378 and $204 at August 26, 2023 and November 26, 2022, respectively.

 

Page 21 of 3638

PART I-FINANCIAL INFORMATION-CONTINUED

BASSETT FURNITURE INDUSTRIES, INCORPORATED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-UNAUDITED

AUGUST 27, 2022

26, 2023

(Dollars in thousands except share and per share data)

 

 

17.16. Recent Accounting Pronouncements

 

In October 2021, the FASB issued Accounting Standards Update No. 2021-08–2021-08 – Business Combinations (Topic 805) Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, to improve the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistency related to the recognition of an acquired contract liability and to payment terms and their effect on subsequent revenue recognized by the acquirer. The amendments in ASU 2021-08 require that an entity (acquirer) recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. At the acquisition date, an acquirer should account for the related revenue contracts in accordance with Topic 606 as if it had originated the contracts. The amendments in ASU 2021-08 will become effective for us as of the beginning of our 2024 fiscal year. Early adoption is permitted, including adoption in any interim period. We do not expect that this guidance will have a material impact upon our financial position and results of operations.

 

In March 2022, the FASB issued Accounting Standards Update No. 2022-02 – Financial Instruments – Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures, to address certain concerns identified in the Post-Implementation Review process for ASU Topic 326. The amendments in ASU 2022-02 eliminate the accounting guidance for troubled debt restructurings by creditors in ASC Subtopic 310-40, Receivables – Troubled Debt Restructurings by Creditors, while enhancing disclosure requirements for certain loan refinancings and restructurings by creditors when a borrower is experiencing financial difficulty. In addition, for public business entities, the amendments in ASU 2022-02 require that an entity disclose current-period gross write-offs by year of origination for financing receivables and net investments in leases within the scope of ASC Subtopic 326-20, Financial Instruments – Credit Losses – Measured at Amortized Cost. The amendments in ASU 2022-02 will become effective for us as of the beginning of our 2024 fiscal year. Early adoption is permitted. We expect that the adoption of this standard will primarily impact our disclosures but do not expect that this guidance will have a material impact upon our financial position and results of operations.

 

In June 2022, the FASB issued Accounting Standards Update No. 2022-03 – Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions, to clarify the guidance in Topic 820 when measuring the fair value of an equity security subject to contractual restrictions that prohibit the sale of an equity security. The amendments in ASU 2022-03 clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The amendments also clarify that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. In addition, the amendments in ASU 2022-03 require certain additional disclosures related to investments in equity securities subject to contractual sale restrictions. The amendments in ASU 2022-03 will become effective for us as of the beginning of our 2025 fiscal year. Early adoption is permitted. As of August 27, 202226, 2023 we do not hold any investments in equity securities, therefore we do not currently expect that this guidance will have a material impact upon our financial position and results of operations.

 

 

18. Subsequent Events

On September 2, 2022, we acquired the capital stock of Noa Home Inc. (“Noa”), a mid-priced e-commerce furniture retailer headquartered in Montreal, Canada. Noa has operations in Canada, Australia, Singapore and the United Kingdom and had net revenues of approximately $15,300 (approximately C$19,100) for its most recent fiscal year ended February 28, 2022. The initial purchase price of approximately $5,900 (approximately C$7,700) included cash payments of approximately $1,500 (approximately C$2,000) paid to the co-founders of Noa and approximately $4,300 (approximately C$5,700) for the repayment of existing debt. The Noa co-founders will also have the opportunity to receive additional annual cash payments totaling approximately $1,000 per year (approximately C$1,330 per year) for the following three fiscal years based on established increases in net revenues and achieving certain internal EBITDA goals.

Page 22 of 3638

PART I-FINANCIAL INFORMATION-CONTINUED

BASSETT FURNITURE INDUSTRIES, INCORPORATED AND SUBSIDIARIES

AUGUST 27, 2022

26, 2023

(Dollars in thousands except share and per share data)

 

 

Item 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Safe-harbor, forward-looking statements:

 

This report 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, Incorporated and subsidiaries. Such forward-looking statements are identified by use of forward-looking words such as “anticipates”, “believes”, “plans”, “estimates”, “expects”, “aims” and “intends” or words or phrases of similar expression. These forward-looking statements involve certain risks and uncertainties. No assurance can be given that any such matters will be realized. Important factors that could cause actual results to differ materially from those contemplated by such forward-looking statements include:

 

fluctuations in the cost and availability of raw materials, fuel, labor, delivery costs and sourced products, including those which may result from general price inflation, supply chain disruptions and shortages and the imposition of new or increased duties, tariffs, retaliatory tariffs and trade limitations with respect to foreign-sourced products

 

competitive conditions in the home furnishings industry

 

overall retail traffic levels in stores and on the web and consumer demand for home furnishings

 

ability of our customers and consumers to obtain affordable credit due to rising interest rates

inflation and rising interest rates and resulting impacts on financial market prices of equity securities

 

the profitability of the Bassett stores (independent licensees and Company-owned retail stores) which may result in future store closings

 

ability to implement our Company-owned retail strategies and realize the benefits from such strategies, including our initiatives to expand and improve our digital marketing and advertising capabilities, as they are implemented

 

resultsthe risk that we may not achieve the strategic benefits of marketing and advertising campaignsour acquisition of Noa Home Inc.

 

effectiveness and security of our information and technology systems and possible disruptions due to cybersecurity threats, including any impacts from a network security incident; and the sufficiency of our insurance coverage, including cybersecurity insurance

 

future tax legislation, or regulatory or judicial positions

 

ability to efficiently manage the import supply chain to minimize business interruption

 

concentration of domestic manufacturing, particularly of upholstery products, and the resulting exposure to business interruption from accidents, weather and other events and circumstances beyond our control

 

the impact of the COVID-19 pandemic and resulting supply chain disruptions upon our ability to maintain normal operations at our retail stores and manufacturing facilities, and the resulting effects any future interruption of those operations may have upon our financial condition, results of operations and liquidity, as well as the impact of the pandemic upon general economic conditions, including consumer spending and the strength of the housing market in the United States

Additionally, other risks that could cause actual results to differ materially from those contemplated by such forward-looking statements are set forth in Part I, Item 1A. Risk Factors in the Company’s Annual Report on Form 10-K for the fiscal year ended November 27, 2021.26, 2022.

 

You should keep in mind that any forward-looking statement made by us in this report or elsewhere speaks only as of the date on which such forward-looking statement is made. New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they may affect us. We have no duty to, and do not intend to, update or revise the forward-looking statements in this discussion after the date hereof, except as may be required by law. In light of these risks and uncertainties, you should keep in mind that the events described in any forward-looking statement made in this report or elsewhere might not occur.

 

Page 23 of 3638

PART I-FINANCIAL INFORMATION-CONTINUED

BASSETT FURNITURE INDUSTRIES, INCORPORATED AND SUBSIDIARIES

AUGUST 27, 2022

26, 2023

(Dollars in thousands except share and per share data)

 

Overview

 

Bassett is a leading retailer, manufacturer and marketer of branded home furnishings. Our products are sold primarily through a network of Company-owned and licensee-owned branded stores under the Bassett Home Furnishings (“BHF”) name, with additional distribution through other wholesale channels including multi-line furniture stores, many of which feature Bassett galleries or design centers. We also sell our products through our newly-redesigned website at www.bassettfurniture.com. We were founded in 1902 and incorporated under the laws of Virginia in 1930. Our rich 120-year121-year history has instilled the principles of quality, value, and integrity in everything we do, while simultaneously providing us with the expertise to respond to ever-changing consumer tastes and meet the demands of a global economy.

 

With 9589 BHF stores at August 27, 2022,26, 2023, we have leveraged our strong brand name in furniture into a network of Company-owned and licensed stores that focus on providing consumers with a friendly and casual environment for buying furniture and accessories.  Our store program is designed to provide a single source home furnishings retail store that provides a unique combination of stylish, quality furniture and accessories with a high level of customer service.  In order for the Bassett brand to reach markets that cannot be effectively served by our retail store network, we also distribute our products through other wholesale channels including multi-line furniture stores, many of which feature Bassett galleries or design centers. We use a network of over 30 independent sales representatives who have stated geographical territories. These sales representatives are compensated based on a standard commission rate. We believe this blended strategy provides us the greatest ability to effectively distribute our products throughout the United States and ultimately gain market share.  

 

The BHF stores feature custom order furniture, free in-home or virtual design visits (“home makeovers”) and coordinated decorating accessories.  Our philosophy is based on building strong long-term relationships with each customer.  Sales people are referred to as “Design Consultants” and are trained to evaluate customer needs and provide comprehensive solutions for their home decor.  Until a rigorous training and design certification program is completed, Design Consultants are not authorized to perform in-home or virtual design services for our customers.

 

We consider our website to be the front door to our brand experience where customers can research our furniture and accessory offerings and subsequently buy online or engage with an in-store design consultant. Digital outreach strategies have become the primary vehicle for brand advertising and customer acquisition. As a result, we have been engaged in a multi-year cross-functional digital transformation initiative with the first phase consisting of the examination and improvement of our underlying data management processes. During fiscal 2022, we implemented a comprehensive Product Information Management system which allows us to enhance and standardize our product development and data management and governance processes. This results in more consistent data that our merchandizing and sales teams can use in analyzing various product and sales trends in order to make better informed decisions. We also introduced a new web platform in August of 2023 that leverages world class features including enhanced customer research capabilities and streamlined navigation. We believe the new website will result in increased web and store traffic and e-commerce sales. Early feedback from customers and in-store designers has been positive and the Company looks forward to utilizing the new navigation features, coupled with fresh brand imagery, to drive an enhanced user experience. While we have made it easier to purchase on-line, we will not compromise our in-store experience or the quality of our in-home makeover capabilities. Through August 26, 2023, we have spent approximately $4,200 in capital and consulting on the implementation of the new website.

During the secondfourth quarter of fiscal 2022 we opened our first regional fulfillment centeracquired Noa Home (see Note 3 to the Consolidated Financial Statements for additional information regarding the acquisition). A mid-priced e-commerce furniture retailer headquartered in Orlando, Florida where we are stocking our best sellers for much quicker delivery. This addsMontreal, Canada, Noa Home has operations in Canada, Australia, Singapore and the United Kingdom. With a lean staffing model, the Noa Home team has built an element of immediacy to our proven platform of made to order custom furnitureoperational blueprint that has driven our strategythe potential for significant growth. We believe the past two decades.acquisition will provide Bassett with a greater online presence and will allow us to attract more digitally native consumers. We plan to roll this out nationwide overare currently in the near termprocess of expanding Noa Home’s product assortment and our next center recently opened near Baltimore, Maryland subsequent tocategories offered on the thirdCanadian website. In August, we introduced the Noa Home brand in the United States and will begin advertising in select markets during the fourth quarter of fiscal 2022.2023.

 

In 2018, we added outdoor furniture to our offerings with the acquisition of the Lane Venture brand. Our strategy is to distribute these products outside of our BHF store network through a network of over 15 independent sales representatives.representatives each of which have a stated geographic territory. Using Lane Venture as a platform, we developed the Bassett Outdoor brand that is only marketed through the BHF store network. This allows Bassett branded productproducts to move from inside the home to outside the home to capitalize on the growing trend of outdoor living. In the second quarter of 2023, we debuted the Bassett Outdoor contract line at the HD Expo Show in Las Vegas targeting the hospitality segment.

24 of 38

PART I-FINANCIAL INFORMATION-CONTINUED
BASSETT FURNITURE INDUSTRIES, INCORPORATED AND SUBSIDIARIES
AUGUST 26, 2023
(Dollars in thousands except share and per share data)

 

We have factories in Newton, North Carolina that manufacture both stationary and motion upholstered furniture for inside the home along with our outdoor furniture offerings. We also have factories in Martinsville and Bassett, Virginia that assemble and finish our custom bedroom and dining offerings. Late in the third quarter of fiscal 2022, we purchased a facility which we had formerly leased in Haleyville, Alabama where we manufacture aluminum frames for our outdoor furniture. With the purchase, we also obtained two additional buildings which will allowhave allowed us to expand our footprint at that facility. Our manufacturing team takes great pride in the breadth of its options, the precision of its craftsmanship, and the speed of its manufacturing process.

In addition to the furniture that we manufacture domestically, we source most of our formal bedroom and dining room furniture (casegoods) and certain leather upholstery offerings from several foreign plants, primarily in Vietnam Thailand and China. Over 75% of theour wholesale revenues are derived from products we currently sellthat are manufactured in the United States.

We consider our website to be the front door to our brand experience where customers can research our furnitureStates using a mix of domestic and accessory offeringsglobally sourced components and subsequently buy online or engage with an in-store design consultant. Customer acquisition resulting from our digital outreach strategies has significantly increased our traffic to the website since 2019. The migration to digital brand research has caused us to comprehensively evaluate all of our American made custom products. While our Bench Made line of custom upholstery and custom bedroom and dining products continue to be our most successful offerings, most of these items must be purchased in a store as they are not conducive to web transactions due to the number of options available. Consequently, we will continue to methodically re-design each one of these important lines to best serve our customers online, in the store or wherever our customer might be. Our intent is to continue to offer the consumer custom options that will help them personalize their home but to do so in an edited fashion that will provide a better web experience in the research phase and will also allow the final purchase to be made either on the web or in the store. While we work to make it easier to purchase either in store or on-line, we will not compromise our in-store experience or the quality of our in-home makeover capabilities.

Page 24 of 36

PART I-FINANCIAL INFORMATION-CONTINUED

BASSETT FURNITURE INDUSTRIES, INCORPORATED AND SUBSIDIARIES

AUGUST 27, 2022

(Dollars in thousands except share and per share data)

We are engaged in a multi-year cross-functional digital transformation initiative with the first phase consisting of the examination and improvement of our underlying data management processes. During the second quarter of 2022, we implemented a comprehensive Product Information Management system which will allow us to enhance and standardize our product development and data management and governance processes during the second half of 2022. This will result in more consistent data that our merchandizing and sales teams can use in analyzing various product and sales trends in order to make better informed decisions. We are also in the process of implementing a new eCommerce platform that we plan to introduce in 2023.  The new web platform will leverage world class features including enhanced customer research capabilities and streamlined navigation that we believe will result in increased web traffic and sales.  We expect to spend between $3,000 and $4,000 this fiscal year on these efforts.raw materials.

 

Company-owned Retail Stores

 

As we continually monitor the performance of our Company-owned retail store locations, we may occasionally determine that it is necessary to close underperforming stores in certain markets. During the first quarter of fiscal 2022, we closed three stores with the operations of one retailthose stores being consolidated into another store in Ontario, California, and we closed our store in Wichita, Kansas, duringthe same market. During the third quarter of fiscal 2022. During the fourth quarter of fiscal 20222023 we closed our northeast clearance center and our store located in Farmingdale, New York and consolidated its operations with our existing store in nearby Westbury, New York.Birmingham, Alabama. All of the above-mentioned closures occurred at or near the lease expirations.

During the second quarter of 2022, we acquired a 25,000 square foot store property in Tampa, Florida for $7,668. We are currently in the process of developing plans for store buildout and upfit with a planned opening date in the second quarter of 2023.

 

We also may occasionally identify opportunities to enhance our presence in existing markets by relocating existing stores to better locations within the same market. During the third quarter of fiscal 2022, we sold the store property of one of our Houston, Texas locations for $8,217, net of closing costs, which resulted in a gain of $4,595. For tax purposes, the sale of the Houston store and the purchase of the Tampa store will be treated as a 1031 exchange where the majority of the tax on the gain will be deferred. The store closure sale was completed early in the fourth quarter of fiscal 2022 at which time the store was officially closed. We expect to openleased a new leased9,600 square foot store property in a more upscale shopping area in the vicinity of the closed storeformer location. We are in the second quarterprocess of 2023.upfitting the store and expect to open in early 2024. During the fourth quarter of fiscallate 2022 at the end of the lease term, we expect to closeclosed our Dallas, Texas store located at the intersection of McKinney and Knox streets. We plan to openopened a replacementnew 11,600 square foot store in the nearby iconic Inwood Village shopping center during the first quarter of 2023.

In 2022, we acquired a 25,000 square foot property in Tampa, Florida. We are in the process of upfitting the space with a planned opening date in the fourth quarter of 2022.2023.

 

As of August 27, 2022,26, 2023, we had 6157 Corporate-owned stores operating and expect to end fiscal 2022 with 59 stores.operating.

 

Sale of the Assets of Zenith Freight Lines, LLC

 

During the first quarter of 2022, we entered into a definitive agreement to sell substantially all of the assets of our wholly-owned subsidiary, Zenith, Freight Lines, LLC (“Zenith”) to J.B. Hunt Transport Services, Inc. (“J.B. Hunt”) for $86,939 in cash. On February 28, 2022and the transaction was completed with us receiving $85,521 afterat the paymentbeginning of $418 in certain transaction costs and the funding of $1,000 held in escrow. The final purchase price was subject to a customary post-closing working capital adjustment, which was settled in the amount of $987 and paid back to J.B. Hunt during the thirdsecond quarter of fiscal 2022. During the nine months ended August 27, 2022, we recognized a pre-tax gain of $53,061 on this transaction. As a result of the sale, the operations of our former logistical services segment, which consisted entirely of the operations of Zenith, are presented in the accompanying condensed consolidated statements of incomeoperations and in the following discussion as discontinued operations.operations (see Note 12 to the Condensed Consolidated Statements of Income).

 

Page 25 of 3638

PART I-FINANCIAL INFORMATION-CONTINUED

BASSETT FURNITURE INDUSTRIES, INCORPORATED AND SUBSIDIARIES

AUGUST 27, 2022

26, 2023

(Dollars in thousands except share and per share data)

Recent Development Acquisition of Noa Home, Inc.

On September 2, 2022, we acquired the capital stock of Noa Home Inc. (“Noa”), a mid-priced e-commerce furniture retailer headquartered in Montreal, Canada. Noa has operations in Canada, Australia, Singapore and the United Kingdom and had net revenues of approximately $15,300 (approximately C$19,100) for its most recent fiscal year ended February 28, 2022. The initial purchase price of approximately $5,900 (approximately C$7,700) included cash payments of approximately $1,500 (approximately C$2,000) paid to the co-founders of Noa and approximately $4,300 (approximately C$5,700) for the repayment of existing debt. The Noa co-founders will also have the opportunity to receive additional annual cash payments totaling approximately $1,000 per year (approximately C$1,330 per year) for the following three fiscal years based on established increases in net revenues and achieving certain internal EBITDA goals.

 

Results of Continuing Operations Periods ended August 27, 202226, 2023 compared with the periods ended August 28, 2021:27, 2022:

 

Consolidated results of continuing operations for the three and nine months ended August 27, 202226, 2023 and August 28, 202127, 2022 are as follows:

 

 

Quarter Ended

 

Change

 

Nine Months Ended

 

Change

  

Quarter Ended

 

Change

 

Nine Months Ended

 

Change

 
 

August 27, 2022

 

August 28, 2021

 

Dollars

 

Percent

 

August 27, 2022

 

August 28, 2021

 

Dollars

 

Percent

  

August 26, 2023

 

August 27, 2022

 

Dollars

 

Percent

 

August 26, 2023

 

August 27, 2022

 

Dollars

 

Percent

 
                          

Net sales of furniture and accessories

 $118,012  100.0% $104,870  100.0% $13,142  12.5% $364,582  100.0% $316,522  100.0% $48,060  15.2% $87,217  100.0% $118,012  100.0% $(30,795) -26.1% $295,434  100.0% $364,582  100.0% $(69,148) -19.0%

Cost of furniture and accessories sold

  57,240  48.5% 52,263  49.8% 4,977  9.5% 180,479  49.5% 153,426  48.5% 27,053  17.6%  42,173  48.4%  57,240  48.5%  (15,067) -26.3%  140,360  47.5%  180,479  49.5%  (40,119) -22.2%

Gross profit

 60,772  51.5% 52,607  50.2% 8,165  15.5% 184,103  50.5% 163,096  51.5% 21,007  12.9% 45,044  51.6% 60,772  51.5% (15,728) -25.9% 155,074  52.5% 184,103  50.5% (29,029) -15.8%

SG&A expenses

 54,695  46.3% 47,631  45.4% 7,064  14.8% 160,536  44.0% 145,473  46.0% 15,063  10.4% 48,848  56.0% 54,695  46.3% (5,847) -10.7% 154,709  52.4% 160,536  44.0% (5,827) -3.6%

Gain on sale of retail real estate

  4,595  3.9% -  0.0% 4,595  100.0% 4,595  1.3% -  0.0% 4,595  100.0%
                         

Income from operations

 $10,672  9.0% $4,976  4.7% $5,696  114.5% $28,162  7.7% $17,623  5.5% $10,539  59.8%

Gain on sale of real estate

 -  0.0% 4,595  3.9% (4,595) -100.0% -  0.0% 4,595  1.3% (4,595) -100.0%

Gain on revaluation of contingent consideration

  -  0.0%  -  0.0%  -  100.0%  1,013  0.3%  -  0.0%  1,013  100.0%

Income (loss) from operations

 $(3,804) -4.4% $10,672  9.0% $(14,476) -135.6% $1,378  0.5% $28,162  7.8% $(26,784) -95.1%

 

Analysis of Quarterly Results:

 

Total sales revenue for the three months ended August 27, 2022 increased $13,14226, 2023 decreased $30,795 or 12.5%26% from the prior year period primarily due to a 21% increase28% decline in wholesale sales along with a 23% decrease in retail sales through the Company-owned stores, and a 6% increasepartially offset by the addition of Noa Home in wholesale shipments to the licensee store network.2023.

 

Gross margins for the three months ended August 27, 2022 increased 130 basis points from 2021 primarily due to a greater portion of total sales coming26, 2023 are materially unchanged from the Corporate retail segment, partially offset by lower margins in the retail segment due to increased clearance activity from four store closure sales during the quarter.prior year period.

 

Selling, general and administrative (“SG&A”) expenses as a percentage of sales for the three months ended August 27, 202226, 2023 increased 90970 basis points from 20212022 primarily due to increased sales and marketing expenses and increased logistics and warehouse costs, partially offset by greater leveragethe deleverage of fixed costs from increasedcaused by lower sales volumes.

 

During the third quarter of fiscalthree months ended August 27, 2022 we also recognized a gain of $4,595 from the sale of the real estate at a former retail location in Houston, Texas.

 

Analysis of Year-to-Date Results:

 

Total sales revenue for the nine months ended August 27, 2022 increased $48,06026, 2023 decreased $69,148 or 15%19% from the prior year period primarily due to increasesa 25% decline in wholesale shipments to both the open market and the BHF store network,sales along with a 16% increasedecrease in retail sales.sales through the Company-owned stores partially offset by the addition of Noa Home in 2023.

 

Gross margins for the nine months ended August 27, 2022 decreased 10026, 2023 increased 200 basis points from 20212022 primarily due to rising raw material and inbound freight costs, includinghigher-margin retail sales constituting a larger share of total sales in 2023 as compared to the impact of rising fuel prices, partially offset by greater fixed cost leverage from increased sales. While these rising costs have been somewhat mitigated by price increases implemented sinceprior year period coupled with margin improvement in the first quarter of 2021, the increase in order backlogs and order fulfillment times limited our ability to match revised pricing to manufacturing costs. Although no increases are currently being contemplated, we will continue to monitor our costs to determine if additional increases are warranted.

Page 26 of 36

PART I-FINANCIAL INFORMATION-CONTINUED

BASSETT FURNITURE INDUSTRIES, INCORPORATED AND SUBSIDIARIES

AUGUST 27, 2022

(Dollars in thousands except share and per share data)wholesale segment.

 

SG&A expenses as a percentage of sales for the nine months ended August 27, 2022 decreased 20026, 2023 increased 830 basis points from 20212022 primarily due to improved leveragethe deleverage of fixed costs through highercaused by lower sales levels.volumes.

 

During the first nine months ended August 26, 2023 we recognized a gain of fiscal$1,013 resulting from the write-down of our contingent consideration obligation associated with the acquisition of Noa Home. See Note 3 to the condensed consolidated financial statements. During the nine months ended August 27, 2022 we also recognized a gain of $4,595 from the sale of the real estate at a former retail location in Houston, Texas.

 

26 of 38

PART I-FINANCIAL INFORMATION-CONTINUED
BASSETT FURNITURE INDUSTRIES, INCORPORATED AND SUBSIDIARIES
AUGUST 26, 2023
(Dollars in thousands except share and per share data)

Segment Information

 

We haveBeginning in fiscal 2023, we strategically aligned our business into twothree reportable segments as defined in ASC 280, Segment Reporting, and as described below:

 

Wholesale. The wholesale home furnishings segment is involved principally in the design, manufacture, sourcing, sale and distribution of furniture products to a network of Bassett stores (Company-owned and licensee-owned retail stores) and independent furniture retailers. Our wholesale segment includes our wood and upholstery operations, which include Lane Venture, as well as all corporate selling, general and administrative expenses, including those corporate expenses related to both Company- and licensee-owned stores. We eliminate the sales between our wholesale and retail segments as well as the imbedded profit in the retail inventory for the consolidated presentation in our financial statements. Also included in our wholesale segment are our short-term investments and our holdings of retail real estate previously leased as licensee stores. The earnings and costs associated with these assets are included in other loss, net, in our condensed consolidated statements of operations.

Wholesale. The wholesale home furnishings segment is involved principally in the design, manufacture, sourcing, sale and distribution of furniture products to a network of Bassett stores (Company-owned and licensee-owned retail stores) and independent furniture retailers. Our wholesale segment includes our wood and upholstery operations, which includes Lane Venture.

 

Retail  Company-owned stores. Our retail segment consists of Company-owned stores and includes the revenues, expenses, assets and liabilities (including real estate) and capital expenditures directly related to these stores and the Company-owned distribution network utilized to deliver products to our retail customers.

Corporate and other – Corporate and other includes the shared costs of corporate functions such as treasury and finance, information technology, accounting, human resources, legal and others, including certain product development and marketing functions benefitting both wholesale and retail operations. We consider our corporate functions to be other business activities and have aggregated them with our other insignificant operating segment, the recently acquired Noa Home.

Inter-company net sales elimination represents the elimination of wholesale sales to our Company-owned stores. Inter-company income elimination includes the embedded wholesale profit in the Company-owned store inventory that has not been realized. These profits will be recorded when merchandise is delivered to the retail consumer. The inter-company income elimination also includes rent paid by our retail stores occupying Company-owned real estate.

Prior to the beginning of fiscal 2023, the functions included in Corporate and other were included in our wholesale reportable segment, and Noa Home was included in our retail reportable segment for the fourth quarter of fiscal 2022 following its acquisition on September 2, 2022. We believe that the new alignment of our reporting segments provides our chief operating decision maker with clearer information with which to assess the operating results of our wholesale segment. Noa Home does not meet the requirements to be a separate reportable segment. The segment information presented below for the three and nine months ended August 27, 2022 has been restated to reflect the new alignment of our reportable segments.

 

Our former logistical services segment which represented the operations of Zenith is now presented as a discontinued operations.

Page 27 of 36

PART I-FINANCIAL INFORMATION-CONTINUED

BASSETT FURNITURE INDUSTRIES, INCORPORATED AND SUBSIDIARIES

AUGUST 27, 2022

(Dollars in thousands except share and per share data)operation.

 

Reconciliation of Segment Results to Consolidated Results of Operations

 

To supplement the financial measures prepared in accordance with GAAP, we present gross profit by segment inclusive of the effects of intercompany sales by our wholesale segment to our retail segment. Because these intercompany transactions are not eliminated from our segment presentations and because we do not present gross profit as a measure of segment profitability in the accompanying condensed consolidated financial statements, the presentation of gross profit by segment is considered to be a non-GAAP financial measure. In addition, certain special gains or charges are included in consolidated income from operations are not included in the measures of segment profitability. The reconciliation of this non-GAAP financial measure to the most directly comparable financial measure calculated and presented in accordance with GAAP is presented below along with the effects of various other intercompany eliminations on our consolidated results of operations.

 

  

Quarter Ended August 27, 2022

 
  

Non-GAAP Presentation

      

Special

   

GAAP Presentation

 
  

Wholesale

  

Retail

  

Eliminations

  

Items

   

Consolidated

 
                      

Net sales of furniture and accessories

 $78,959  $70,886  $(31,833) (1) $-   $118,012 

Cost of furniture and accessories sold

  54,501   34,166   (31,427) (2)  -    57,240 

Gross profit

  24,458   36,720   (406)  -    60,772 

SG&A expense

  22,847   32,191   (343) (3)  -    54,695 

Gain on sale of real estate

  -   -   -   4,595  (4)   4,595 

Income from operations

 $1,611  $4,529  $(63) $4,595   $10,672 
27 of 38

PART I-FINANCIAL INFORMATION-CONTINUED
BASSETT FURNITURE INDUSTRIES, INCORPORATED AND SUBSIDIARIES
AUGUST 26, 2023
(Dollars in thousands except share and per share data)

 

 

Quarter Ended August 28, 2021

  

Quarter Ended August 26, 2023

 
 

Non-GAAP Presentation

    

Special

  

GAAP Presentation

  

Non-GAAP Presentation

       

GAAP Presentation

 
 

Wholesale

 

Retail

 

Eliminations

  

Items

  

Consolidated

  

Wholesale

 

Retail

 

Corporate

& Other

 

Eliminations

 

Special

Items

 

Consolidated

 
              

Net sales of furniture and accessories

 $73,073  $58,576  $(26,779) (1) $-  $104,870  $56,660  $52,264  $1,796  $(23,503)  (1) $-  $87,217 

Cost of furniture and accessories sold

  50,493  27,815  (26,045) (2) -  52,263   39,536  25,318  881  (23,562)  (2)  -  42,173 

Gross profit

 22,580  30,761  (734)  -  52,607  17,124  26,946  915  59  -  45,044 

SG&A expense

  18,114  29,844  (327) (3) -  47,631   10,784  29,982  8,335  (253)  (3)  -  48,848 

Income from operations

 $4,466  $917  $(407) $-  $4,976 

Income (loss) from operations

 $6,340  $(3,036) $(7,420) $312  $-  $(3,804)

 

 

Nine Months Ended August 27, 2022

  

Quarter Ended August 27, 2022

 
 

Non-GAAP Presentation

   

Special

 

GAAP Presentation

  

Non-GAAP Presentation

       

GAAP Presentation

 
 

Wholesale

 

Retail

 

Eliminations

 

Items

 

Consolidated

  

Wholesale

 

Retail

 

Corporate

& Other

 

Eliminations

 

Special

Items

 

Consolidated

 
  

Net sales of furniture and accessories

 $249,945  $210,613  $(95,976) (1) $-  $364,582  $78,959  $70,886  $-  $(31,833)  (1) $-  $118,012 

Cost of furniture and accessories sold

  175,293  99,556  (94,370) (2) -  180,479   54,446  34,324  -  (31,530)  (2)  -  57,240 

Gross profit

 74,652  111,057  (1,606) -  184,103  24,513  36,562  -  (303) -  60,772 

SG&A expense

 66,222  95,303  (989) (3) -  160,536  14,524  32,673  7,839  (341)  (3)  -  54,695 

Gain on sale of real estate

  -  -  -  4,595 (4) 4,595   -  -  -  -  4,595   (4)  4,595 

Income from operations

 $8,430  $15,754  $(617) $4,595  $28,162  $9,989  $3,889  $(7,839) $38  $4,595  $10,672 

 

 

Nine Months Ended August 28, 2021

  

Nine Months Ended August 26, 2023

 
 

Non-GAAP Presentation

    

Special

 

GAAP Presentation

  

Non-GAAP Presentation

        

GAAP Presentation

 
 

Wholesale

 

Retail

 

Eliminations

  

Items

 

Consolidated

  

Wholesale

 

Retail

 

Corporate

& Other

 

Eliminations

 

Special

Items

 

Consolidated

 
             

Net sales of furniture and accessories

 $219,371  $181,454  $(84,303) (1) $-  $316,522  $188,318  $178,004  $7,044  $(77,932)  (1) $-  $295,434 

Cost of furniture and accessories sold

  148,640  87,444  (82,658) (2) -  153,426   130,693  84,550  3,212  (78,095)  (2)  -  140,360 

Gross profit

 70,731  94,010  (1,645)  -  163,096  57,625  93,454  3,832  163    -  155,074 

SG&A expense

  56,109  90,347  (983) (3) -  145,473  35,286  94,205  25,972  (754)  (3)  -  154,709 

Gain revaluation of contingent consideration

  -  -  -  -  1,013   (5)  1,013 

Income from operations

 $14,622  $3,663  $(662)  $-  $17,623  $22,339  $(751) $(22,140) $917  $1,013  $1,378 

  

Nine Months Ended August 27, 2022

 
  

Non-GAAP Presentation

          

GAAP Presentation

 
  

Wholesale

  

Retail

  

Corporate

& Other

  

Eliminations

  

Special

Items

  

Consolidated

 
                         

Net sales of furniture and accessories

 $249,945  $210,613  $-  $(95,976)  (1) $-  $364,582 

Cost of furniture and accessories sold

  175,197   100,016   -   (94,734)  (2)  -   180,479 

Gross profit

  74,748   110,597   -   (1,242)  -   184,103 

SG&A expense

  43,092   96,793   21,633   (982)  (3)  -   160,536 

Gain on sale of real estate

  -   -   -   -   4,595   (4)  4,595 

Income from operations

 $31,656  $13,804  $(21,633) $(260) $-  $28,162 

28 of 38

PART I-FINANCIAL INFORMATION-CONTINUED
BASSETT FURNITURE INDUSTRIES, INCORPORATED AND SUBSIDIARIES
AUGUST 26, 2023
(Dollars in thousands except share and per share data)

 

Notes to segment consolidation table:

 

(1)

Represents the elimination of sales from our wholesale segment to our Company-owned BHF stores.

(2)

Represents the elimination of purchases by our Company-owned BHF stores from our wholesale segment, as well as the change for the period in the elimination of intercompany profit in ending retail inventory.

(3)

Represents the elimination of rent paid by our retail stores occupying Company-owned real estate.  the elimination of logisitcal services charged by Zenith to Bassett's wholesale segment as follows:

(4)

Represents the gain on the sale of the real estate at a former retail location.

(5)

Represents the gain resulting from the write-down of the contingent consideration payable on the acquisition of Noa Home.

Page 28 of 36

PART I-FINANCIAL INFORMATION-CONTINUED

BASSETT FURNITURE INDUSTRIES, INCORPORATED AND SUBSIDIARIES

AUGUST 27, 2022

(Dollars in thousands except share and per share data)

 

Wholesale Segment

Results for the wholesale segment for the periodsthree and nine months ended August 27, 202226, 2023 and August 28, 202127, 2022 are as follows:

 

 

Quarter Ended

 

Change

 

Nine Months Ended

 

Change

  

Quarter Ended

  

Change

 

Nine Months Ended

  

Change

 
 

August 27, 2022

 

August 28, 2021

 

Dollars

 

Percent

 

August 27, 2022

 

August 28, 2021

 

Dollars

 

Percent

  

August 26, 2023

  

August 27, 2022

  

Dollars

 

Percent

 

August 26, 2023

  

August 27, 2022

  

Dollars

 

Percent

 
                          

Net sales

 $78,959  100.0% $73,073  100.0% $5,886  8.1% $249,945  100.0% $219,371  100.0% $30,574  13.9% $56,660  100.0% $78,959  100.0% $(22,299) -28.2% $188,318  100.0% $249,945  100.0% $(61,627) -24.7%

Gross profit (1)

 24,458  31.0% 22,580  30.9% 1,878  8.3% 74,652  29.9% 70,731  32.2% 3,921  5.5% 17,124  30.2% 24,513  31.0% (7,389) -30.1% 57,625  30.6% 74,748  29.9% (17,123) -22.9%

SG&A expenses

  22,847  28.9%  18,114  24.8%  4,733  26.1%  66,222  26.5%  56,109  25.6%  10,113  18.0%  10,784  19.0%  14,524  18.4%  (3,740) -25.8%  35,286  18.7%  43,092  17.2%  (7,806) -18.1%
                         

Income from operations

 $1,611  2.0% $4,466  6.1% $(2,855) -63.9% $8,430  3.4% $14,622  6.7% $(6,192) -42.3% $6,340  11.2% $9,989  12.7% $(3,649) -36.5% $22,339  11.9% $31,656  12.7% $(9,317) -29.4%

 

 

(1)

Gross profit at the segment level is considered a Non-GAAP financial measure due to the included effects of intercompany transactions. Refer to the reconciliation of gross profit by segment to consolidated gross profit presented under the Reconciliation of Segment Results to Consolidated Results of Operations above.

 

Wholesale sales by major product category are as follows:

 

 

Quarter Ended

  

Quarter Ended

 
 

August 27, 2022

 

August 28, 2021

 

Total Change

  

August 26, 2023

  

August 27, 2022

  

Total Change

 
 

External

 

Intercompany

 

Total

 

External

 

Intercompany

 

Total

 

Dollars

 

Percent

  

External

 

Intercompany

 

Total

  

External

 

Intercompany

 

Total

  

Dollars

 

Percent

 

Bassett Custom Upholstery

 $30,885  $20,641  $51,526  65.3% $26,276  $16,572  $42,848  58.6% $8,678  20.3% $19,985  $15,170  $35,155  62.0% $30,885  $20,641  $51,526  65.3% $(16,371) -31.8%

Bassett Leather

 6,290  24  6,314  8.0% 9,142  5  9,147  12.5% (2,833) -31.0% 6,743  278  7,021  12.4% 6,290  24  6,314  8.0% 707  11.2%

Bassett Custom Wood

 5,564  5,995  11,559  14.6% 5,745  5,440  11,185  15.3% 374  3.3% 3,564  4,564  8,128  14.3% 5,564  5,995  11,559  14.6% (3,431) -29.7%

Bassett Casegoods

  4,387  5,173  9,560  12.1%  5,131  4,762  9,893  13.5%  (333) -3.4%  2,865  3,491  6,356  11.2%  4,387  5,173  9,560  12.1%  (3,204) -33.5%

Total

 $47,126  $31,833  $78,959  100.0% $46,294  $26,779  $73,073  100.0% $5,886  8.1% $33,157  $23,503  $56,660  100.0% $47,126  $31,833  $78,959  100.0% $(22,299) -28.2%

 

 

Nine Months Ended

  

Nine Months Ended

 
 

August 27, 2022

 

August 28, 2021

 

Total Change

  

August 26, 2023

  

August 27, 2022

  

Total Change

 
 

External

 

Intercompany

 

Total

 

External

 

Intercompany

 

Total

 

Dollars

 

Percent

  

External

 

Intercompany

 

Total

  

External

 

Intercompany

 

Total

  

Dollars

 

Percent

 

Bassett Custom Upholstery

 $96,636  $64,075  $160,711  64.3% $77,134  $52,102  $129,236  58.9% $31,475  24.4% $68,641  $50,427  $119,068  63.2% $96,636  $64,075  $160,711  64.3% $(41,643) -25.9%

Bassett Leather

 29,111  48  29,159  11.7% 26,898  47  26,945  12.3% 2,214  8.2% 19,630  550  20,180  10.7% 29,111  48  29,159  11.7% (8,979) -30.8%

Bassett Custom Wood

 17,207  18,927  36,134  14.5% 17,921  18,117  36,038  16.4% 96  0.3% 12,642  15,031  27,673  14.7% 17,207  18,927  36,134  14.5% (8,461) -23.4%

Bassett Casegoods

  11,015  12,926  23,941  9.6%  13,115  14,037  27,152  12.4%  (3,211) -11.8%  9,473  11,924  21,397  11.4%  11,015  12,926  23,941  9.6%  (2,544) -10.6%

Total

 $153,969  $95,976  $249,945  100.0% $135,068  $84,303  $219,371  100.0% $30,574  13.9% $110,386  $77,932  $188,318  100.0% $153,969  $95,976  $249,945  100.0% $(61,627) -24.7%

29 of 38

PART I-FINANCIAL INFORMATION-CONTINUED
BASSETT FURNITURE INDUSTRIES, INCORPORATED AND SUBSIDIARIES
AUGUST 26, 2023
(Dollars in thousands except share and per share data)

 

Analysis of Quarterly Results Wholesale

 

Net sales for the three months ended August 27, 2022 increased $5,88626, 2023 decreased $22,299 or 8.1%28% from the prior year period due primarily to a 17% increase25% decrease in shipments to the BHFopen market, a 28% decrease in shipments to our retail store network and a 16% increase32% decrease in Lane Venture shipments. Shipments to the open market were flat. Gross margins for the three months ended August 27, 2022 were comparable to26, 2023 declined 80 basis points from the prior year with a 10 basis point increaseprimarily due to lower margins in the Bassett Leather business due to increased product discounting and excess and obsolete reserve charges, partially offset by increased margins in our Custom Upholstery business as we were able to recognize a greater portion of previously implemented price increases in current period sales. This was offset bysales coupled with overall lower margins inunit costs as measured on a last-in, first-out (LIFO) basis. As the Bassett Leather product line due to product discounting. As this product line is internationally sourced with extended lead times, we received significant amounts of inventory during the second and third quarters of 2022 just as product demand was weakening due to the market downturn in home furnishings. Also, the ocean freight costs associated with the majority of the product received was at significantly higher costs than are currently being realized on current product receipts. We expect reducedimproved margins on this product linein fiscal 2024. Lastly, margins for Bassett Custom Wood products were lower due to continue over the next two quarters as we reduce the inventory to a more normal level.lower sales volume. SG&A expenses as a percentage of sales increased 41060 basis points primarily due to increased sales and marketing expenses, employee compensation costs and logistics and warehouse costs partially offset by greaterreduced leverage of fixed costs from increased sales volumes.

Page 29 of 36

PART I-FINANCIAL INFORMATION-CONTINUED

BASSETT FURNITURE INDUSTRIES, INCORPORATED AND SUBSIDIARIES

AUGUST 27, 2022

(Dollars in thousands except share and per share data)decreased sales.

 

Analysis of Year-to-Date Results - Wholesale

 

Net sales for the nine months ended August 27, 2022 increased $30,57426, 2023 decreased $61,627 or 14%25% from the prior year period due primarily to increasesa 28% decrease in shipments of 13% and 12% to both the BHF store network and to the open market, respectively.a 21% decrease in shipments to our retail store network and a 23% decrease in Lane Venture shipments. Gross margins for the nine months ended August 27, 2022 declined 23026, 2023 improved 70 basis points compared toover the prior year periodprimarily due to increased margins in our Custom Upholstery business as we experienced significantwere able to recognize a greater portion of previously implemented price increases in materialcurrent period sales coupled with improved overall product warranty and other productionreturns experience and overall lower unit costs as measured on a last-in, first-out (LIFO) basis. These margin improvements were partially offset by greater leverage of fixed costslower margins in the Bassett Leather business due to increased product discounting and excess and obsolete reserve charges. As the Bassett Leather product line is internationally sourced with extended lead times, we received significant amounts of inventory during the second and third quarters of 2022 just as product demand was weakening due to the market downturn in home furnishings. Also, the ocean freight costs associated with the majority of the product received was at significantly higher costs than are currently being realized on current product receipts. We expect improved margins in fiscal 2024. Margins in the Bassett Casegoods business were lower due primarily to realizing the high freight costs incurred during mid-2022 in the results of operations for the current period. Margins improved in the third quarter of 2023 and we expect more improvement in the fiscal fourth quarter of 2023. Lastly, margins for Bassett Custom Wood products were lower due to lower sales volumes.volume. SG&A expenses as a percentage of sales increased 90150 basis points primarily due to increased sales and marketing expenses, employee compensation costs and logistics and warehouse costs partially offset by greaterreduced leverage of fixed costs from increased sales volumes.decreased sales.

 

Wholesale Backlog

 

Since the beginning of the COVID pandemic in early 2020, Bassett and most of the home furnishings industry have been faced with logistical challenges from COVID-related labor shortages and supply chain disruptions creating significant delays in order fulfillment and increased backlogs. Many of these issues have subsided due to the industry slowdown in demand for home furnishings that started during the second quarter of 2022. As a result of the slowdown, our incoming order rates have decreased resulting in decreases in our wholesale backlogs. While wholesale orders for the third quarter of 2022 decreased 22% against the prior year period, they were comparable to the pre-pandemic level of the third quarter of 2019. AtWholesale backlog at August 27, 2022, the wholesale backlog totaled $41,69326, 2023 was $19,895 as compared to $60,134$35,336 at May 28, 2022, $78,135 at FebruaryNovember 26, 2022 $90,057 at November 27, 2021, and 92,839$41,693 at August 28, 2021. At February 29, 2020, the end27, 2022.

30 of our last fiscal quarter prior to the impact of the COVID pandemic upon our operations38

PART I-FINANCIAL INFORMATION-CONTINUED
BASSETT FURNITURE INDUSTRIES, INCORPORATED AND SUBSIDIARIES
AUGUST 26, 2023
(Dollars in thousands except share and the overall economy, our wholesale backlog was $14,617.

per share data)

 

Retail Company-owned Stores Segment

 

Results for the retail segment for the periods ended August 27, 202226, 2023 and August 28, 202127, 2022 are as follows:

 

 

Quarter Ended

 

Change

 

Nine Months Ended

 

Change

  

Quarter Ended

  

Change

 

Nine Months Ended

 

Change

 
 

August 27, 2022

 

August 28, 2021

 

Dollars

 

Percent

 

August 27, 2022

 

August 28, 2021

 

Dollars

 

Percent

  

August 26, 2023

 

August 27, 2022

  

Dollars

 

Percent

 

August 26, 2023

 

August 27, 2022

 

Dollars

 

Percent

 
                                                   

Net sales

 $70,886  100.0% $58,576  100.0% $12,310  21.0% $210,613  100.0% $181,454  100.0% $29,159  16.1% $52,264  100.0% $70,886  100.0% $(18,622) -26.3% $178,004  100.0% $210,613  100.0% $(32,609) -15.5%

Gross profit (1)

 36,720  51.8% 30,761  52.5% 5,959  19.4% 111,057  52.7% 94,010  51.8% 17,047  18.1% 26,946  51.6% 36,562  51.6% (9,616) -26.3% 93,454  52.5% 110,597  52.5% (17,143) -15.5%

SG&A expenses

  32,191  45.4%  29,844  50.9%  2,347  7.9%  95,303  45.3%  90,347  49.8%  4,956  5.5%  29,982  57.4%  32,673  46.1%  (2,691) -8.2%  94,205  52.9%  96,793  46.0%  (2,588) -2.7%

Income (loss) from operations

 $4,529  6.4% $917  1.6% $3,612  

N/M

  $15,754  7.5% $3,663  2.0% $12,091  330.1% $(3,036) -5.8% $3,889  5.5% $(6,925) -178.1% $(751) -0.4% $13,804  6.6% $(14,555) -105.4%

 

(1)

Gross profit at the segment level is considered a Non-GAAP financial measure due to the included effects of intercompany transactions. Refer to the reconciliation of gross profit by segment to consolidated gross profit presented under the Reconciliation of Segment Results to Consolidated Results of Operations above.

 

Retail sales by major product category are as follows:

 

 

Quarter Ended

 

Change

 

Nine Months Ended

 

Change

  

Quarter Ended

  

Change

 

Nine Months Ended

  

Change

 
 

August 27, 2022

 

August 28, 2021

 

Dollars

 

Percent

 

August 27, 2022

 

August 28, 2021

 

Dollars

 

Percent

  

August 26, 2023

  

August 27, 2022

  

Dollars

 

Percent

 

August 26, 2023

  

August 27, 2022

  

Dollars

 

Percent

 
                          

Bassett Custom Upholstery

 $39,054  55.1% $32,362  55.2% $6,692  20.7% $122,248  58.0% $102,201  56.3% $20,047  19.6% $30,177  57.7% $39,054  55.1% $(8,877) -22.7% $101,047  56.8% $122,248  58.0% $(21,201) -17.3%

Bassett Leather

 867  1.2% 302  0.5% 565  187.1% 1,399  0.7% 782  0.4% 617  78.9% 337  0.6% 867  1.2% (530) -61.1% 1,408  0.8% 1,399  0.7% 9  0.6%

Bassett Custom Wood

 11,357  16.0% 7,674  13.1% 3,683  48.0% 32,001  15.2% 20,756  11.4% 11,245  54.2% 7,697  14.7% 11,357  16.0% (3,660) -32.2% 27,164  15.3% 32,001  15.2% (4,837) -15.1%

Bassett Casegoods

 10,404  14.7% 10,394  17.7% 10  0.1% 27,884  13.2% 32,175  17.7% (4,291) -13.3% 7,027  13.4% 10,404  14.7% (3,377) -32.5% 24,848  14.0% 27,884  13.2% (3,036) -10.9%

Accessories, mattresses and other (1)

  9,204  13.0%  7,844  13.4%  1,360  17.3%  27,081  12.9%  25,540  14.1%  1,541  6.0%  7,026  13.4%  9,204  13.0%  (2,178) -23.7%  23,537  13.2%  27,081  12.9%  (3,544) -13.1%

Total

 $70,886  100.0% $58,576  100.0% $12,310  21.0% $210,613  100.0% $181,454  100.0% $29,159  16.1% $52,264  100.0% $70,886  100.0% $(18,622) -26.3% $178,004  100.0% $210,613  100.0% $(32,609) -15.5%

 

 

(1)

Includes the sale of goods other than Bassett-branded products, such as accessories and bedding, and also includes the sale of furniture protection plans.

 

Page 30

Analysis of 36


PART I-FINANCIAL INFORMATION-CONTINUED

BASSETT FURNITURE INDUSTRIES, INCORPORATED AND SUBSIDIARIES

AUGUST 27, 2022

(Dollars in thousands except share and per share data)

Quarterly Analysis of Results - Retail

 

Net sales for the three months ended August 27, 2022 increased $12,31026, 2023 decreased $18,622 or 21%26% from the prior year period. Written sales (the value of sales orders taken but not delivered) declined 9.4%13% from the third quarter of 2021.2022. Gross marginsmargin for the three months ended August 27, 2022 decreased by 70 basis points as26, 2023 was essentially flat compared to the prior year period primarily due to increased clearance activityas lower margins from four store closure sales duringin the quarter. Selling, general and administrativecurrent quarter were offset by improved margins on in-line goods. SG&A expenses as a percentage of sales for the three months ended August 27, 2022 decreased 55026, 2023 increased 1,130 basis points primarily due to greaterdecreased leverage onof fixed costs from higherlower sales volumes.volumes coupled with increased advertising, warehousing and delivery costs.

 

Year-to-Date Analysis of Year-to-Date Results - Retail

 

Net sales for the nine months ended August 27, 2022 increased $29,15926, 2023 decreased $32,609 or 16% from the prior year period. Written sales (the value of sales orders taken but not delivered) declined 8.4%15% from the first nine months of 2021.2022. Gross marginsmargin for the nine months ended August 27, 2022 increased by 90 basis points as26, 2023 was essentially flat compared to the prior period as lower margins from store closure sales in the current year period, primarily drivenwere offset by improved pricing strategiesmargins on in-line goods and lower levelsunit costs as measured on a LIFO basis. SG&A expenses as a percentage of promotional activity, partially offset by increased clearance activity from five store closing events during the year. Selling, general and administrative expensessales for the nine months ended August 27, 2022 as a percentage of sales decreased by 450 basis points as compared to the first nine months of 202126, 2023 increased 690 primarily due to greaterdecreased leverage onof fixed costs from higherlower sales volumes.volumes coupled with increased advertising and warehousing and delivery costs.

 

Retail Backlog

 

As previously discussed, sinceRetail backlog at August 26, 2023 was $32,702 compared to $51,041 at November 26, 2022 and $59,981 at August 27, 2022.

31 of 38

PART I-FINANCIAL INFORMATION-CONTINUED
BASSETT FURNITURE INDUSTRIES, INCORPORATED AND SUBSIDIARIES
AUGUST 26, 2023
(Dollars in thousands except share and per share data)

Corporate and Other

Revenues, costs and expenses of corporate and other for the beginningthree and nine months ended August 26, 2023 and August 27, 2022 are as follows:

  

Quarter Ended

  

Change

  

Nine Months Ended

  

Change

 
  

August 26, 2023

  

August 27, 2022

  

Dollars

  

Percent

  

August 26, 2023

  

August 27, 2022

  

Dollars

  

Percent

 
                                 

Net sales

 $1,796  $-  $1,796   100.0% $7,044  $-  $7,044   100.0%

Gross profit

  915   -   915   100.0%  3,832   -   3,832   100.0%

SG&A expenses

  8,335   7,839   496   6.3%  25,972   21,633   4,339   20.1%

Net expenses

 $(7,420) $(7,839) $419   -5.3% $(22,140) $(21,633) $(507)  2.3%

Analysis of Quarterly Results Corporate and Other

The increases in sales and gross profit over the COVID pandemic in early 2020, Bassett and most of the home furnishings industry have been faced with logistical challenges from COVID-related labor shortages and supply chain disruptions creating significant delays in order fulfillment and increased backlogs. Many of these issues have subsidedprior year period were due to the industry slowdownacquisition of Noa Home on September 2, 2022. The $496 increase in demand for home furnishings that started during the second quarter of 2022. As a result of the slowdown, our written sales for the second and third quarters decreased by 13% and 8.4%, respectively, as comparedSG&A expenses was primarily due to the corresponding periodsaddition of 2021. WrittenNoa Home partially offset by decreased corporate spending associated with incentive compensation and national advertising.

Analysis of Year-to-Date Results Corporate and Other

The increases in sales forand gross profit over the second and third quarters of 2022 are comparableprior year period were due to the corresponding periodsacquisition of Noa Home on September 2, 2022. The $4,339 increase in 2019. At August 27, 2022, retail backlog totaled $59,981 as compared to $71,073 at May 28, 2022, $84,685 at February 26, 2022, $82,894 at November 27, 2021, and $73,489 at August 28, 2021. At February 29, 2020, the end of our last fiscal quarter priorSG&A expenses was primarily due to the impactaddition of the COVID pandemic uponNoa Home and increased corporate consulting expenses associated with our operationsdigital transformation efforts and the overall economy, our retail backlog was $29,775.development of a new store prototype design partially offset by lower corporate incentive compensation expenses.

 

Discontinued Operations Logistical Services

 

Results for the operations of Zenith, which was sold to J.B. Hunt at the beginning of the second quarter, for the periods ended August 27, 2022 and August 28, 2021 are as follows:

 

Quarter Ended

 

Change

 

Nine Months Ended

 

Change

  

Quarter Ended

 

Nine Months Ended

 
 

August 27, 2022

 

August 28, 2021

 

Dollars

 

Percent

 

August 27, 2022

 

August 28, 2021

 

Dollars

 

Percent

  

August 27, 2022

  

August 27, 2022

 
                          

Logistical services revenue

 $-  0.0% $14,036  100.0% $(14,036) -100.0% $16,776  100.0% $40,116  100.0% $(23,340) -58.2% $-  0.0% $16,776  100.0%

Cost of logistical services

 -  0.0% 14,522  103.5% (14,522) -100.0% 15,001  89.4% 38,849  96.8% (23,848) -61.4% -  0.0% 15,001  89.4%

Other loss, net

  -  0.0%  (79) -0.6%  79  -100.0%  (63)     (188)          -  0.0%  (63) -0.4%
                         

Income from discontinued operations before tax

 $-  0.0% $(565) -4.0% $565  -100.0% $1,712  10.2% $1,079  2.7% $633  58.7% $-  0.0% $1,712  10.2%

 

The amounts shown above represent the results of Zenith’s business transactions with third parties. Because the sale of Zenith was closed on the first business day of the second fiscal quarter of 2022, operating results for that period are insignificant.

 

Zenith also charged Bassett $9,121 for logistical services provided to our wholesale segment in the amount of $9,121 during the nine months ended August 27, 2022, and $7,164 and $23,409 for the three and nine months ended August 28, 2021.2022. These shipping and handling costs are included in selling, general and administrative expenses in the accompanying condensed consolidated statements of income. We haveoperations. Upon the sale of Zenith we entered into a service agreement with J.B. Hunt for the continuation of these services for a period of seven years followingyears. We incurred expense for logistical services performed by J.B. Hunt of $6,278 and $21,429 during the sale of Zenith. Subsequent to the sale, we have incurredthree and nine months ended August 26, 2023, respectively, and $10,307 and $19,852 of expense duringfor the three and nine months ended August 27, 2022, respectively, for the performance of logistical services by J.B. Hunt.respectively.

 

Page 3132 of 3638

PART I-FINANCIAL INFORMATION-CONTINUED

BASSETT FURNITURE INDUSTRIES, INCORPORATED AND SUBSIDIARIES

AUGUST 27, 2022

26, 2023

(Dollars in thousands except share and per share data)

 

Other Items Affecting Net Income (Loss)

Interest Income

Interest income for the three and nine months ended August 26, 2023 was $923 and $1,644, respectively, compared to $120 and $132 for the three and nine months ended August 27, 2022. The net change from the prior year periods was primarily due to higher interest income on our cash equivalents and investments in certificates of deposit, along with the increase in invested cash following the sale of Zenith at the beginning of the second quarter of fiscal 2022.

 

Other Loss,Income (Loss), Net

 

Other loss, net, for the three and nine months ended August 27, 202226, 2023 was $594$309 and $1,850,$1,381, respectively, compared to $268$714 and $828$1,982 for the three and nine months ended August 28, 2021, a27, 2022. The net increase of $336 overchange from the prior year quarter and $1,022 over the prior year to date. The net changeperiods was primarily due to higher netlower costs ofassociated with Company-owned life insurance.

 

Income Taxes

 

We calculate an anticipated effective tax rate for the year based on our annual estimates of pretax income and use that effective tax rate to record our year-to-date income tax provision.  Any change in annual projections of pretax income could have a significant impact on our effective tax rate for the respective quarter.

 

Our effective tax rate was 18.8% and 43.3% for the three and nine months ended August 26, 2023, respectively, and 22.8% and 25.6% for the three and nine months ended August 27, 2022, respectively,respectively. The effective rate for the three months ended August 26, 2023 differs from the federal statutory rate of 21% primarily due to the effect of a change in our estimate of annual pretax income on our anticipated effective rate for the full year, offset by increases in the valuation allowance placed on deferred tax assets associated with Noa Home and 27.2%the effects of state income taxes and 27.3% forvarious permanent differences. For the nine months ended August 26, 2023, the effective rate differs from the federal statutory rate primarily due to the non-taxable gain on revaluation of contingent consideration associated with the acquisition of Noa Home, increases in the valuation allowance placed on deferred tax assets associated with Noa Home and the effects of state income taxes and various permanent differences. For the three and nine months ended August 28, 2021, respectively. These27, 2022, the effective rates differ from the federal statutory rate of 21% primarily due to the effects of state income taxes and various permanent differences, including thosetax of $522 associated with Company-owned life insurance, and tax of $550 for the nine months ended August 27, 2022 associated with non-deductible goodwill written off in connection with ourthe sale of Zenith and included in income tax deficiencies of $117 during the nine months ended August 28, 2021 arising from stock-based compensation.on discontinued operations.

 

Liquidity and Capital Resources

 

Cash Flows

 

Cash used inprovided by operations for the first nine months of fiscal 20222023 was $12,295$10,250 compared to cash provided byused in operations of $13,677$12,295 for the first nine months of fiscal 2021,2022, representing a decreasean increase of $25,972$22,545 in cash flows from operations. Cash provided by the operating activities of our discontinued operations was $1,681 for the first nine months of fiscal 2022 compared to $3,231 for the prior year period, a decline of $1,550 as Zenith only operated during the first quarter of fiscal 2022. Excluding the decline in operating cash flow from discontinued operations, cash flows from continuing operations declined $24,422 from the prior year period. Cash flows from operating activities during the first nine months of fiscal 2022 included the payment of $20,722 in estimated taxes (net of refunds) compared with only $626 for the prior year period, the increase primarily related to the taxable gain on the sale of Zenith. In addition, cash flows from the collection of retail customer deposits declined $22,522 compared to the first nine months of 2021 as the pace of written orders has slowed compared to the prior year and we continue to reduce our retail order backlog. Changes in working capitalincreased $24,226 for the first nine months of fiscal 2022 were favorably impacted by slower growth in our investment in inventory as compared to the prior year period.

Our overall cash position increased by $32,496 during the first nine months of fiscal 2022, compared to a decline of $7,188 during the first nine months of fiscal 2021, an increase of $39,6842023 from the prior year period. Excluding the overall cash flow from discontinued operations, overall cash flow from continuing operations increased $38,146 over the prior year period. Offsetting the decline in cash flows from operations, net cash flows from investing activities during the first nine months of fiscal 2022 increased $82,279 to $74,066 of cash provided by investing activities compared to net cash used in investing activities of $8,213 for the prior year period. This increase was primarily due to net proceedsthe result of $84,534 received from the sale of Zenith and net proceeds of $8,217 received from the sale of retail real estatesignificantly lower investment in Houston, Texas,inventory partially offset by a $10,125 increaselower income from continuing operations and other changes in capital expenditures over the prior year, including our purchase of our new retail store site in Tampa, Florida. Networking capital.

Our overall cash used in financing activitiesposition declined $13,613 during the first nine months of 2022 increased $16,623 to a net use of $29,275 as2023 compared to a net usean increase of $12,652$32,496 for the prior year period, primarily due to a special dividend of $14,494 declared and paid during the second quarterfirst nine months of 2022, and a $4,697 increase in share repurchases to $10,263 duringwhich had included the proceeds from the sale of Zenith. During the first nine months of fiscal 2023, we spent $14,657 on purchases of property and equipment primarily consisting of expenditures related to our digital transformation project, upfit of the new Tampa, Florida store that is expected to open in the fourth quarter of 2023, the opening of the Inwood Village store in Dallas, Texas, the remodel of the Austin, Texas store and the remodeling of two other stores in the Dallas, Texas market. We also paid $4,407 in dividends during the nine months ended August 26, 2023, a $14,327 decrease from the corresponding period in 2022 as the prior year included a $1.50 per share special dividend. Finally, we repurchased 249,480 shares spending $4,056 during the current year, a $6,207 decrease compared to $5,566 repurchased during the first nine monthsprior period. We expect capital expenditures for the full year to range from $17 million to $19 million. As of fiscal 2021. On March 9, 2022, our Board of Directors increased the amount authorized under our existing share repurchase plan to $40,000, of which $30,857August 26, 2023, $21,943 remains available for future purchases as of August 27, 2022.under our stock repurchase plan. With cash and cash equivalents and short-term investments totaling $84,585$65,755 on hand at August 27, 2022,26, 2023, expected future operating cash flows and the availability under our credit line noted below, we believe we have sufficient liquidity to fund operations for the foreseeable future.

 

Page 3233 of 3638

PART I-FINANCIAL INFORMATION-CONTINUED

BASSETT FURNITURE INDUSTRIES, INCORPORATED AND SUBSIDIARIES

AUGUST 27, 2022

26, 2023

(Dollars in thousands except share and per share data)

 

Debt and Other Obligations

 

Our bank credit facility provides for a line of credit of up to $25,000. At August 27, 2022,26, 2023, we had $3,931$3,731 outstanding under standby letters of credit against our line, leaving availability under our credit line of $21,069. In addition, we had outstanding standby letters of credit with another bank totaling $325 at August 27, 2022.$21,269. The line bears interest at the One-Month Term Secured Overnight Financing Rate (“One-Month Term SOFR”)SOFR plus 1.5% and is unsecured. Our bank charges a fee of 0.25% on the daily unused balance of the line, payable quarterly. Under the terms of the bank credit facility, we must maintain the following financial covenants, measured quarterly on a rolling twelve-month basis:

 

 

Consolidated fixed charge coverage ratio of not less than 1.4 times,

 

 

Consolidated lease-adjusted leverage ratio not to exceed 3.0 times, and

 

 

Minimum tangible net worth of $140,000.

 

We were in compliance with these covenants at August 27, 2022 and expect to remain in compliance for the foreseeable future.26, 2023. The credit facility will mature on January 27, 2025, at which time any amounts outstanding under the facility will be due.

 

We lease land and buildings that are used in the operation of our Company-owned retail stores as well as in the operation of certain of our licensee-owned stores, and we lease land and buildings used in our wholesale manufacturing operations. We also lease local delivery trucks used in our retail segment. The present value of our obligations for leases with terms in excess of one year at August 27, 202226, 2023 is $104,899$105,900 and is included in our accompanying condensed consolidated balance sheet at August 27, 2022.26, 2023. We were contingently liable under a licensee lease obligation guaranteesguarantee in the amount of $1,871$1,906 at August 27, 2022. Remaining terms26, 2023. The remaining term under thesethis lease guarantees range from approximately one to threeguarantee extends for five years. See Note 10 to our condensed consolidated financial statements for additional details regarding our lease guarantees.

 

Investment in Retail Real Estate

 

We have a substantial investment in real estate acquired for use as retail locations and occupied by Company-owned retail stores, including a site in Tampa, Florida recently purchased for $7,668 which is expected to open for business during the second quarter ofacquired in 2022 with a planned opening late in fiscal 2023. Such real estate is included in property and equipment, net, in the accompanying condensed consolidated balance sheets and consists of eight properties with an aggregate square footage of 203,465 and a net book value of $21,168$20,905 at August 27, 2022.

During the third quarter of fiscal 2022, sold one of our Company-owned store locations in Houston, Texas for $8,217 net of closing costs. The sale closed on June 24, 2022, and we expect to vacate the premises early in the fourth quarter of fiscal 2022. This sale, together with our recent purchase of real property in Tampa, Florida, will be treated as an exchange of like-kind property under Section 1031 of the Internal Revenue Code of 1986, as amended, for the purpose of deferring the taxable gain of approximately $4,300 arising from the sale of the Houston property.26, 2023.

 

Critical Accounting Policies and Estimates

 

There have been no material changes to our critical accounting policies and estimates from the information provided in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, included in our Annual Report on Form 10-K for the fiscal year ended November 27, 2021.26, 2022.

 

Off-Balance Sheet Arrangements

 

We utilize stand-by letters of credit in the procurement of certain goods in the normal course of business. In addition, we have guaranteed certain lease obligations of licensee operators for some of their store locations. See Note 10 to our condensed consolidated financial statements for further discussion of lease guarantees, including descriptions of the terms of such commitments and methods used to mitigate risks associated with these arrangements.

 

Contingencies

 

We are involved in various legal and 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. See Note 910 to our condensed consolidated financial statements for further information regarding certain contingencies as of August 27, 2022.26, 2023.

 

Page 3334 of 3638

PART I-FINANCIAL INFORMATION-CONTINUED

BASSETT FURNITURE INDUSTRIES, INCORPORATED AND SUBSIDIARIES

AUGUST 27, 2022

26, 2023

(Dollars in thousands except share and per share data)

 

Item 3. Quantitative and Qualitative Disclosure about Market Risk:

 

We are exposed to market risk from changes in the value of foreign currencies. Substantially all of our imports purchased outside of North America are denominated in U.S. dollars. Therefore, we believe that gains or losses resulting from changes in the value of foreign currencies relating to foreign purchases not denominated in U.S. dollars would not be material to our results from operations in fiscal 2022.2023. We are also exposed to foreign currency market risk through our investment in Noa Home. Our investment in Noa Home is subject to changes in the value of the Canadian dollar versus the U.S. dollar. Additionally, Noa Home is exposed to other local currency fluctuation risk through its operations in Australia, Singapore and the United Kingdom. The impact of currency fluctuations on our financial position and results of operations since the acquisition of Noa Home on September 2, 2022 has not been significant.

 

We are exposed to market risk from changes in the cost and availability of raw materials used in our manufacturing processes, principally wood, woven fabric, and foam products.  The cost of foam products, which are petroleum-based, is sensitive to changes in the price of oil.

 

We are also exposed to commodity price risk related to diesel fuel prices for fuel used in our retail segment for home delivery as well as through amounts we are charged for logistical services by our service providers. We manage our exposure to that risk primarily through the application of fuel surcharges to our customers.

We have potential exposure to market risk related to conditions in the commercial real estate market. Our retail real estate holdings of $21,168$20,905 at August 27, 202226, 2023 for Company-owned stores could suffer significant impairment in value if we are forced to close additional stores and sell or lease the related properties during periods of weakness in certain markets. Additionally, if we are required to assume responsibility for payment under the lease obligations of $1,871$1,906 which we have guaranteed on behalf of licensees as of August 27, 202226, 2023 we may not be able to secure sufficient sub-lease income in the current market to offset the payments required under the guarantees. We are also exposed to risk related to conditions in the commercial real estate rental market with respect to the right-of-use assets we carry on our balance sheet for leased retail store locations, manufacturing and warehouse facilities. At August 27, 2022,26, 2023, the unamortized balance of such right-of-use assets used in continuing operations totaled $86,053.$89,617. Should we have to close or otherwise abandon one of these leased locations, we could incur additional impairment charges if rental market conditions do not support a fair value for the right of use asset in excess of its carrying value.

 

Item 4. Controls and Procedures:

 

The Company’s principal executive officer and principal financial officer have evaluated the Company’s disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based upon their evaluation, the principal executive officer and principal financial officer concluded that the Company’s disclosure controls and procedures are effective. There has been no change in the Company’s internal control over financial reporting during the Company’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

Page 34
35 of 3638

PART II - OTHER INFORMATION

BASSETT FURNITURE INDUSTRIES, INCORPORATED AND SUBSIDIARIES

AUGUST 27, 2022

26, 2023

(Dollars in thousands except share and per share data)

 

Item 1. Legal Proceedings

 

None

 

Item 2. Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities

 

The following table summarizes the stock repurchase activity by or on behalf of the Company or any “affiliated purchaser,” as defined by Rule 10b-18(a)(3) of the Exchange Act, for the three and nine months ended August 27, 202226, 2023 and the approximate dollar value of shares that may yet be purchased pursuant to our stock repurchase program:

 

  

Total
Shares
Purchased

  

Average
Price Paid

  

Total Number of Shares Purchased as Part of
Publicly Announced Plans
or Programs (1)

  

Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (1)

 
                 

May 29 - July 2, 2022

  32,096  $15.92   32,096  $31,967 

July 3 - July 30, 2022

  -  $-   -  $31,967 

July 31 - August 27, 2022

  54,000  $20.54   54,000  $30,857 
  

Total

Shares

Purchased

  

Average

Price Paid

  

Total Number of Shares

Purchased as Part of

Publicly Announced Plans

or Programs (1)

  

Approximate Dollar Value of

Shares that May Yet Be

Purchased Under the Plans

or Programs (1)

 
                 

May 28, 2023 - July 1, 2023

  24,100  $14.29   24,100  $22,205 

July 2, 2023 - July 29, 2023

  16,043  $16.37   16,043  $21,943 

July 30, 2023 - August 26, 2023

  -  $-   -  $21,943 

 

(1)

The Company is authorized to repurchase Company stock under a plan which was originally announced in 1998. On March 9, 2022, the Board of Directors increased the remaining limit of the repurchase plan to $40,000. At August 27, 2022, $30,857

(1) The Company is authorized to repurchase Company stock under a plan which was originally announced in 1998. On March 9, 2022, the Board of Directors increased the remaining limit of the repurchase plan to $40,000. At August 26, 2023, $21,943 remained available for share repurchases under the plan.

 

Item 3. Defaults Upon Senior Securities

 

None.

 

Item 6. Exhibits

 

a.

a. Exhibits:

 

Exhibit 3a – Articles of Incorporation as amended to date are incorporated herein by reference to the Exhibit to Form 10-Q for the fiscal quarter ended February 28, 1994.

 

Exhibit 3b – By-laws as amended to date are incorporated herein by reference to Exhibit 33.1 to Form 8-K filed with the SEC on January 19, 2021.November 23, 2022.

 

Exhibit 4 – Registrant hereby agrees to furnish the SEC, upon request, other instruments defining the rights of holders of long-term debt of the Registrant.

 

Exhibit 31a – Chief Executive Officer’s certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

Exhibit 31b – Chief Financial Officer’s certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

Exhibit 32a – Chief Executive Officer’s certification pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

Exhibit 32b – Chief Financial Officer’s certification pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

36 of 38

PART II - OTHER INFORMATION
BASSETT FURNITURE INDUSTRIES, INCORPORATED AND SUBSIDIARIES
AUGUST 26, 2023
(Dollars in thousands except share and per share data)

Exhibit 101.INS Inline XBRL Instance

 

Exhibit 101.SCH Inline XBRL Taxonomy Extension Schema

 

Exhibit 101.CAL Inline XBRL Taxonomy Extension Calculation

 

Exhibit 101.DEF Inline XBRL Taxonomy Extension Definition

 

Exhibit 101.LAB Inline XBRL Taxonomy Extension Labels

 

Exhibit 101.PRE Inline XBRL Taxonomy Extension Presentation

 

Exhibit 104. Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

 

Page 3537 of 3638

 

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

 

 

 

/s/

Robert H. Spilman, Jr.

 

Robert H. Spilman, Jr., Chairman and Chief Executive Officer

September 29, 202228, 2023

 

 

 

/s/

J. Michael Daniel

 

J. Michael Daniel, Senior Vice President and Chief Financial Officer

September 29, 2022

28, 2023

 

Page 3638 of 3638