Item 8. Financial Statements and Supplementary Data
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Bassett Furniture Industries, Incorporated and Subsidiaries
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Bassett Furniture Industries, Incorporated and subsidiaries (the Company) as of November 30, 2024 and November 25, 2023, the related consolidated statements of operations, comprehensive income (loss), stockholders' equity and cash flows for each of the three years in the period ended November 30, 2024, and the related notes and financial statement schedule listed in the Index at Item 15(a)(2) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at November 30, 2024 and November 25, 2023, and the results of its operations and its cash flows for each of the three years in the period ended November 30, 2024, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of November 30, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 10, 2025 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosures to which it relates.
28
Measurement of Wholesale Reserves for Excess and Obsolete Inventories
Description of the Matter
At November 30, 2024, the Company’s inventories were $54.9 million. As discussed in Note 2 and Note 6 to the consolidated financial statements, cost for wholesale, domestic manufactured furniture inventories is determined using the last-in, first-out (“LIFO”) method and are stated at the lower of cost or market. The cost of imported inventories and domestic outdoor furniture products is determined using the first-in, first-out (“FIFO”) method and stated at the lower of cost or net realizable value. Wholesale reserves for excess and obsolete inventories are determined based upon specific identification, historical write-offs, recent and projected sales trends, and, for domestic manufactured furniture, the respective valuations at LIFO.
Auditing management’s wholesale excess or obsolete inventories was complex due to the highly judgmental nature and estimation uncertainty in determining reserve percentages based on specific identification.
How We Addressed the Matter in Our Audit
We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company’s determination of the wholesale reserves for excess and obsolete inventories. For example, we tested the control over management’s review of the calculation of wholesale reserves for excess and obsolete inventories, which included their review of the significant assumptions described above.
Our audit procedures to test the reserves for wholesale excess and obsolete inventories included, among others, testing the completeness and accuracy of the underlying data used in management’s analyses, including the specific identification of inventory categories. We evaluated the reasonableness of management’s assumptions by performing a retrospective review of historical assumptions to actual activity, including write-off history and changes in on-hand inventory quantities. We also evaluated the Company’s reserve for wholesale excess and obsolete inventories as compared to the wholesale inventory valuation at LIFO. We held discussions with senior financial and operational management to determine whether any strategic or operational changes in the business would impact expected demand for or related carrying value of inventory. We also performed substantive analytical procedures designed to predict the ending inventory reserve balance using historical reserve percentages adjusted for our knowledge of current year sales and inventory levels. We searched for and evaluated information that corroborated or contradicted the Company’s assumptions.
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 2002.
Richmond, Virginia
February 10, 2025
29
Consolidated Balance Sheets
Bassett Furniture Industries, Incorporated and Subsidiaries
November 30, 2024 and November 25, 2023
(In thousands, except share and per share data)
2024
2023
Assets
Current assets
Cash and cash equivalents
$
39,551
$
52,407
Short-term investments
20,360
17,775
Accounts receivable, net of allowance for credit losses of $ 1,097 and $ 535 as of November 30, 2024 and November 25, 2023, respectively
13,181
13,736
Inventories
54,965
62,982
Recoverable income taxes
4,240
2,574
Other current assets
9,242
8,480
Total current assets
141,539
157,954
Property and equipment, net
77,047
83,981
Other long-term assets
Deferred income taxes, net
6,867
4,645
Goodwill and other intangible assets
14,185
16,067
Right of use assets under operating leases
93,624
100,888
Other
7,908
6,889
Total other long-term assets
122,584
128,489
Total assets
$
341,170
$
370,424
Liabilities and Stockholders ’ Equity
Current liabilities
Accounts payable
$
13,303
$
16,338
Accrued compensation and benefits
6,898
8,934
Customer deposits
25,742
22,788
Current portion of operating lease obligations
18,050
18,827
Other accrued liabilities
9,410
11,003
Total current liabilities
73,403
77,890
Long-term liabilities
Post employment benefit obligations
10,882
10,207
Long-term portion of operating lease obligations
88,395
97,357
Other long-term liabilities
1,163
1,529
Total long-term liabilities
100,440
109,093
Commitments and Contingencies
Stockholders ’ equity
Common stock, $ 5 par value; 50,000,000 shares authorized; issued and outstanding 8,736,046 at November 30, 2024 and 8,768,221 at November 25, 2023
43,681
43,842
Retained earnings
122,847
139,354
Additional paid-in-capital
6
93
Accumulated other comprehensive income
793
152
Total stockholders' equity
167,327
183,441
Total liabilities and stockholders ’ equity
$
341,170
$
370,424
The accompanying notes to consolidated financial statements are an integral part of these statements.
30
Consolidated Statements of Operations
Bassett Furniture Industries, Incorporated and Subsidiaries
For the years ended November 30, 2024, November 25, 2023, and November 26, 2022
(In thousands, except per share data)
2024
2023
2022
Net sales of furniture and accessories
$
329,923
$
390,136
$
485,601
Cost of furniture and accessories sold
150,508
183,648
237,262
Gross profit
179,415
206,488
248,339
Selling, general and administrative expenses
187,527
205,227
218,069
Asset impairment charges
5,515
-
-
Loss on contract abandonment
1,240
-
-
Loss upon realization of cumulative translation adjustment
962
-
-
Restructuring charges
440
-
-
Goodwill impairment charge
-
5,409
-
Gain on revaluation of contingent consideration
-
1,013
-
Gain on sale of real estate
-
-
4,595
Income (loss) from continuing operations
( 16,269
)
( 3,135
)
34,865
Interest income
2,673
2,528
302
Interest expense
( 30
)
( 22
)
( 38
)
Other loss, net
( 744
)
( 1,859
)
( 1,067
)
Income (loss) from continuing operations before income taxes
( 14,370
)
( 2,488
)
34,062
Income tax expense (benefit)
( 4,675
)
683
8,702
Income (loss) from continuing operations
( 9,695
)
( 3,171
)
25,360
Discontinued operations:
Income from operations of logistical services
-
-
1,712
Gain on disposal
-
-
52,534
Income tax expense
-
-
14,261
Income from discontinued operations
-
-
39,985
Net income (loss)
$
( 9,695
)
$
( 3,171
)
$
65,345
Basic earnings (loss) per share:
Income (loss) from continuing operations
$
( 1.11
)
$
( 0.36
)
$
2.70
Income from discontinued operations
-
-
4.26
Basic earnings (loss) per share
$
( 1.11
)
$
( 0.36
)
$
6.96
Diluted earnings (loss) per share:
Income (loss) from continuing operations
$
( 1.11
)
$
( 0.36
)
$
2.70
Income from discontinued operations
-
-
4.25
Diluted earnings (loss) per share
$
( 1.11
)
$
( 0.36
)
$
6.95
Dividends per share
Regular dividends
$
0.76
$
0.68
$
0.60
Special dividend
$
-
$
-
$
1.50
The accompanying notes to consolidated financial statements are an integral part of these statements.
31
Consolidated Statements of Comprehensive Income (Loss)
Bassett Furniture Industries, Incorporated and Subsidiaries
For the years ended November 30, 2024, November 25, 2023, and November 25, 2022
(In thousands)
2024
2023
2022
Net income (loss)
$
( 9,695
)
$
( 3,171
)
$
65,345
Other comprehensive income (loss):
Foreign currency translation adjustments
652
( 378
)
( 274
)
Income taxes related to foreign currency translation adjustments
( 166
)
96
70
Actuarial adjustment to
Long Term Cash Awards (LTCA)
( 117
)
100
303
Amortization associated with LTCA
61
119
132
Income taxes related to LTCA
14
( 59
)
( 107
)
Actuarial adjustment to supplemental executive retirement defined benefit plan (SERP)
287
324
2,200
Amortization associated with SERP
( 22
)
-
124
Income taxes related to SERP
( 68
)
( 100
)
( 575
)
Other comprehensive income (loss), net of tax
641
102
1,873
Total comprehensive income (loss)
$
( 9,054
)
$
( 3,069
)
$
67,218
The accompanying notes to consolidated financial statements are an integral part of these statements.
32
Consolidated Statements of Cash Flows
Bassett Furniture Industries, Incorporated and Subsidiaries
For the years ended November 30, 2024, November 25, 2023, and November 26, 2022
(In thousands)
2024
2023
2022
Operating activities:
Net income (loss)
$
( 9,695
)
$
( 3,171
)
$
65,345
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization
9,918
10,141
11,309
Gain on disposal of discontinued operations
-
-
( 52,534
)
Non-cash goodwill impairment charge
-
5,409
-
Gain on revaluation of contingent consideration
-
( 1,013
)
-
Asset impairment charges
5,515
-
-
Net loss (gain) on disposals of property and equipment
7
5
( 4,595
)
Inventory valuation charges
5,001
4,626
3,648
Deferred income taxes
( 2,442
)
831
( 2,339
)
Other, net
2,277
2,031
( 302
)
Changes in operating assets and liabilities
Accounts receivable
555
4,102
3,169
Inventories
3,016
17,869
( 9,536
)
Other current and long-term assets
( 2,427
)
1,773
5,944
Right of use assets under operating leases
17,254
18,680
20,531
Customer deposits
2,954
( 13,175
)
( 16,588
)
Accounts payable and accrued liabilities
( 7,246
)
( 9,188
)
( 4,073
)
Obligations under operating leases
( 20,637
)
( 20,196
)
( 22,949
)
Net cash provided by (used in) operating activities
4,050
18,724
( 2,970
)
Investing activities:
Purchases of property and equipment
( 5,211
)
( 17,489
)
( 21,296
)
Proceeds from sales of property and equipment
-
500
8,226
Cash paid for business acquisitions, net of cash acquired
-
-
( 5,582
)
Investment in certificates of deposit
( 2,585
)
( 60
)
-
Proceeds from the disposition of discontinued operations
-
1,000
84,534
Other
( 972
)
( 1,714
)
( 40
)
Net cash provided by (used in) investing activities
( 8,768
)
( 17,763
)
65,842
Financing activities:
Cash dividends
( 6,654
)
( 5,982
)
( 20,162
)
Issuance of common stock
371
318
424
Repurchases of common stock
( 1,420
)
( 4,176
)
( 15,122
)
Taxes paid related to net share settlement of equity awards
( 161
)
( 109
)
( 19
)
Repayment of finance lease obligations
( 253
)
( 278
)
( 684
)
Net cash used in financing activities
( 8,117
)
( 10,227
)
( 35,563
)
Effect of exchange rate changes on cash and cash equivalents
( 21
)
48
( 58
)
Change in cash and cash equivalents
( 12,856
)
( 9,218
)
27,251
Cash and cash equivalents - beginning of year
52,407
61,625
34,374
Cash and cash equivalents - end of year
$
39,551
$
52,407
$
61,625
The accompanying notes to consolidated financial statements are an integral part of these statements.
33
Consolidated Statements of Stockholders ’ Equity
Bassett Furniture Industries, Incorporated and Subsidiaries
For the years ended November 30, 2024, November 25, 2023, and November 26, 2022
(In thousands, except share and per share data)
Accumulated
Additional
other
Common Stock
paid-in
Retained
comprehensive
Shares
Amount
capital
earnings
income (loss)
Total
Balance, November 27, 2021
9,762,125
$
48,811
$
113
$
115,631
$
( 1,823
)
$
162,732
Comprehensive income (loss)
Net income
-
-
-
65,345
-
65,345
Foreign currency translation adjustments, net of tax
-
-
-
-
( 204
)
( 204
)
Amortization of defined benefit plan costs, net of tax
-
-
-
-
192
192
Actuarial adjustments to defined benefit plans, net of tax
-
-
-
-
1,885
1,885
Regular dividends ($ 0.60 per share)
-
-
-
( 5,668
)
-
( 5,668
)
Special dividend ($ 1.50 per share)
-
-
-
( 14,494
)
-
( 14,494
)
Issuance of common stock
59,024
295
129
-
-
424
Purchase and retirement of common stock
( 869,310
)
( 4,347
)
( 780
)
( 10,014
)
-
( 15,141
)
Stock-based compensation
-
-
538
-
-
538
Balance, November 26, 2022
8,951,839
44,759
-
150,800
50
195,609
Comprehensive income (loss)
Net loss
-
-
-
( 3,171
)
-
( 3,171
)
Foreign currency translation adjustments, net of tax
-
-
-
-
( 282
)
( 282
)
Amortization of defined benefit plan costs, net of tax
-
-
-
-
68
68
Actuarial adjustments to defined benefit plans, net of tax
-
-
-
-
316
316
Regular dividends ($ 0.68 per share)
-
-
-
( 5,982
)
-
( 5,982
)
Issuance of common stock
74,421
373
( 55
)
-
-
318
Purchase and retirement of common stock
( 258,039
)
( 1,290
)
( 701
)
( 2,293
)
-
( 4,284
)
Stock-based compensation
-
-
849
-
-
849
Balance, November 25, 2023
8,768,221
43,842
93
139,354
152
183,441
Comprehensive income (loss)
Net income
-
-
-
( 9,695
)
-
( 9,695
)
Foreign currency translation adjustments, net of tax
-
-
-
-
486
486
Amortization of defined benefit plan costs, net of tax
-
-
-
-
29
29
Actuarial adjustments to defined benefit plans, net of tax
-
-
-
-
126
126
Regular dividends ($ 0.76 per share)
-
-
-
( 6,654
)
-
( 6,654
)
Issuance of common stock
79,490
397
( 26
)
-
-
371
Purchase and retirement of common stock
( 111,665
)
( 558
)
( 865
)
( 158
)
-
( 1,581
)
Stock-based compensation
-
-
804
-
-
804
Balance, November 30, 2024
8,736,046
$
43,681
$
6
$
122,847
$
793
$
167,327
The accompanying notes to consolidated financial statements are an integral part of these statements.
34
1.
Description of Business
Bassett Furniture Industries, Incorporated (together with its consolidated subsidiaries, “Bassett”, “we”, “our”, the “Company”) based in Bassett, Virginia, is a leading manufacturer, marketer and retailer of branded home furnishings. Bassett’s full range of furniture products and accessories, designed to provide quality, style and value, are sold through an exclusive nation-wide network of 87 retail stores known as Bassett Home Furnishings (referred to as “BHF”). Of the 87 stores, the Company owns and operates 58 stores (“Company-owned retail stores”) with the other 29 being independently owned (“licensee operated”). We also distribute our products through other multi-line furniture stores, many of which feature Bassett galleries or design centers. Products can also be purchased by the end consumer directly from our website.
We sourced approximately 20 % of our wholesale products from various foreign countries, with the remaining volume produced at our five domestic manufacturing facilities.
2.
Significant Accounting Policies
Basis of Presentation and Principles of Consolidation
Our fiscal year ends on the last Saturday in November, which periodically results in a 53-week year. Fiscal 2024 contained 53 weeks while fiscal 2023 and 2022 each contained 52 weeks. The Consolidated Financial Statements include the accounts of Bassett Furniture Industries, Incorporated and our majority-owned subsidiaries in which we have a controlling interest. All significant intercompany balances and transactions are eliminated in consolidation. The financial statements have been prepared in accordance with generally accepted accounting principles in the United States ("GAAP"). Unless otherwise indicated, references in the Consolidated Financial Statements to fiscal 2024, 2023 and 2022 are to Bassett's fiscal year ended November 30, 2024, November 25, 2023 and November 26, 2022, respectively. References to the “ASC” included hereinafter refer to the Accounting Standards Codification established by the Financial Accounting Standards Board as the source of authoritative GAAP.
We analyzed our licensees under the requirements for variable interest entities (“VIEs”). All of these licensees operate as BHF stores and are furniture retailers. We sell furniture to these licensees, and in some cases have extended credit beyond normal terms, made lease guarantees, guaranteed loans, or loaned directly to the licensees. We have recorded reserves for potential exposures related to these licensees. See Note 15 for disclosure of leases and lease guarantees. Based on financial projections and best available information, all licensees have sufficient equity to carry out their principal operating activities without subordinated financial support. Furthermore, we believe that the power to direct the activities that most significantly impact the licensees’ operating performance continues to lie with the ownership of the licensee dealers. Our rights to assume control over or otherwise influence the licensees’ significant activities only exist pursuant to our license and security agreements and are in the nature of protective rights as contemplated under ASC Topic 810. We completed our assessment for other potential VIEs and concluded that there were none. We will continue to reassess the status of potential VIEs including when facts and circumstances surrounding each potential VIE change.
During the second and third quarters of fiscal 2022, we were the primary beneficiary of one VIE by virtue of our control over the activities that most significantly impacted the entity’s economic performance. This VIE was created to affect a Section 1031 like-kind exchange involving the purchase of real property in the state of Florida and the sale of real property in the state of Texas (see Note 14). 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.
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 as the gain realized upon disposal are presented in the accompanying condensed consolidated statements of income as discontinued operations. See Note 18 for additional information. Costs incurred by Bassett for logistical services performed for Bassett by Zenith are included in selling, general and administrative expenses.
On September 2, 2022, we acquired 100 % of the capital stock of Noa Home Inc. (“Noa Home”), a mid-priced e-commerce furniture retailer headquartered in Montreal, Canada. Noa Home had operations in Canada, Australia, Singapore and the United Kingdom. Since acquisition, Noa Home has been consolidated as a wholly-owned subsidiary. During the second quarter of fiscal 2024 we concluded that Noa Home was not likely to achieve profitability in the foreseeable future and decided to cease operations and sell the remaining inventory in an orderly manner. As of November 30, 2024 we have substantially completed the liquidation of Noa Home’s assets and liabilities. See Note 3 for additional information.
35
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Some of the more significant estimates include allowances for doubtful accounts, calculation of inventory reserves, the valuation of our reporting units for the purpose of testing the carrying value of goodwill, and the valuation of our right of use assets. We also utilize estimates in determining the valuation of income tax reserves, insurance reserves, and assumptions related to our post-employment benefit obligations. Actual results could differ from those estimates.
Revenue Recognition
ASC Topic 606, Revenue from Contracts with Customers, requires a company to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration the company expects 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. We offer payment terms varying from 30 to 60 days for wholesale customers. Estimates for returns and allowances have been recorded as a reduction of revenue based on our historical return patterns. The contracts with our licensee store owners do not provide for any royalty or license fee to be paid to us.
At retail, transfer occurs and revenue is recognized upon delivery of goods to the customer. We typically collect a significant portion of the purchase price as a customer deposit upon order, with the balance typically collected upon delivery. These deposits are carried on our balance sheet as a current liability until delivery is fulfilled and amounted to $ 25,742 and $ 22,788 as of November 30, 2024 and November 25, 2023, respectively. Substantially all of the customer deposits held at November 25, 2023 related to performance obligations were satisfied during fiscal 2024 and have therefore been recognized in revenue for the year ended November 30, 2024. Estimates for returns and allowances have been recorded as a reduction of revenue based on our historical return patterns. The estimate for returns and allowances was $ 3,970 and $ 4,883 at November 30, 2024 and November 25, 2023, respectively, and is included with other accrued liabilities in the accompanying balance sheets. We also sell furniture protection plans to our retail customers on behalf of a third party which is responsible for the performance obligations under the plans. Revenue from the sale of these plans is recognized upon delivery of the goods net of amounts payable to the third-party service provider.
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 November 30, 2024 and November 25, 2023, our balance of prepaid commissions included in other current assets was $ 2,928 and $ 2,245 , respectively.
For our accounting and reporting under ASC 606, we apply the following policy elections and practical expedients:
•
We exclude from revenue amounts collected from customers for sales tax.
•
We do not adjust the promised amount of consideration for the effects of a significant financing component since the period of time between transfer of our goods or services and the collection of consideration from the customer is less than one year.
•
We do not disclose the value of unsatisfied performance obligations because the transfer of goods or services is made within one year of the placement of customer orders.
See Note 20 for disaggregated revenue information.
Cash Equivalents and Short-Term Investments
The Company considers cash on hand, demand deposits in banks and all highly liquid investments with an original maturity of three months or less to be cash and cash equivalents. Our short-term investments consist of certificates of deposit that have original maturities of twelve months or less but greater than three months.
36
Accounts Receivable
Substantially all of our trade accounts receivable is due from customers located within the United States. 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 collectibility 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.
Concentrations of Credit Risk and Major Customers
Financial instruments that subject us to credit risk consist primarily of investments, accounts and notes receivable and financial guarantees. Investments are managed within established guidelines to mitigate risks. Accounts and notes receivable and financial guarantees subject us to credit risk partially due to the concentration of amounts due from and guaranteed on behalf of independent licensee customers. At November 30, 2024 and November 25, 2023, our aggregate exposure from receivables and guarantees related to customers consisted of the following:
2024
2023
Accounts receivable, net of allowances (Note 5)
$
13,181
$
13,736
Contingent obligations under lease and loan guarantees, less amounts recognized (Note 15)
5,100
1,819
Other
-
81
Total credit risk exposure related to customers
$
18,281
$
15,636
At November 30, 2024 and November 25, 2023, approximately 43 % and 35 %, respectively, of the aggregate risk exposure, net of reserves, shown above was attributable to five customers. In fiscal 2024, 2023 and 2022, no customer accounted for more than 10% of total consolidated net sales.
We have no foreign manufacturing operations. We define export sales from our wholesale segment as sales to any country or territory other than the United States or its territories or possessions. Our wholesale export sales were approximately $ 323 , $ 406 , and $ 731 in fiscal 2024, 2023, and 2022, respectively. All of our export sales are invoiced and settled in U.S. dollars.
Inventories
Inventories (retail merchandise, finished goods, work in process and raw materials) accounted for under the first-in, first out (“FIFO”) method are stated at the lower of cost or net realizable value or, in the case of inventory accounted for under the last-in, first out (“LIFO”) method, at the lower of cost or market. Cost is determined for domestic manufactured furniture inventories using the LIFO method because we believe this methodology provides better matching of revenue and expenses. The cost of imported inventories as well as Lane Venture, Bassett Outdoor and Noa Home product inventories are determined on a first-in, first-out (“FIFO”) basis. Inventories accounted for under the LIFO method represented 50 % and 51 % of total inventory before reserves at November 30, 2024 and November 25, 2023, respectively. We estimate inventory reserves for excess quantities and obsolete items based on specific identification and historical write-offs, taking into account future demand and market conditions. If actual demand or market conditions in the future are less favorable than those estimated, additional inventory write-downs may be required.
Property and Equipment
Property and equipment is comprised of all land, buildings and leasehold improvements and machinery and equipment used in the manufacturing and warehousing of furniture, our Company-owned retail operations, our logistical services operations, and corporate administration. This property and equipment is stated at cost less accumulated depreciation. Depreciation is computed over the estimated useful lives of the respective assets utilizing the straight-line method. Buildings and improvements are generally depreciated over a period of 10 to 39 years. Machinery and equipment are generally depreciated over a period of 5 to 10 years. Leasehold improvements are amortized based on the underlying lease term, or the asset’s estimated useful life, whichever is shorter.
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Goodwill
Goodwill represents the excess of the fair value of consideration given over the fair value of the tangible assets and liabilities and identifiable intangible assets of businesses acquired. The acquisition of assets and liabilities and the resulting goodwill is allocated to the respective reporting unit: Wood, Upholstery, Retail or Noa Home. We review goodwill at the reporting unit level annually for impairment or more frequently if events or circumstances indicate that assets might be impaired.
In accordance with ASC Topic 350, Intangibles – Goodwill & Other, we first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the quantitative goodwill impairment test described in ASC Topic 350. The more likely than not threshold is defined as having a likelihood of more than 50 percent. If, after assessing the totality of events or circumstances, we determine that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the quantitative impairment test is unnecessary and our goodwill is considered to be unimpaired. However, if based on our qualitative assessment we conclude that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, we will proceed with performing the quantitative evaluation process. For the annual test of goodwill performed as of the beginning of the fourth quarter of fiscal 2024, we performed the qualitative assessment as described above with respect to our upholstery reporting unit and concluded that there was no impairment of goodwill. For the annual test of goodwill performed as of the beginning of the fourth quarter of fiscal 2023, we performed the qualitative assessment as described above with respect to our upholstery reporting unit and concluded that there was no impairment of the goodwill allocated to that reporting unit as of November 25, 2023. However, with respect to our Noa Home reporting unit, we proceeded to the quantitative test and concluded that the goodwill allocated to that reporting unit as of November 25, 2023 was fully impaired. For the annual test of goodwill performed as of the beginning of the fourth fiscal quarter of 2022, we performed the qualitative assessment as described above and concluded that there was no impairment of our goodwill as of November 26, 2022.
The quantitative evaluation compares the carrying value of each reporting unit that has goodwill with the estimated fair value of the respective reporting unit. Should the carrying value of a reporting unit be in excess of the estimated fair value of that reporting unit, a goodwill impairment charge will be recognized in the amount by which the reporting unit’s carrying amount exceeds its fair value, but not to exceed the total goodwill assigned to the reporting unit. The determination of the fair value of our reporting units is based on a combination of a market approach, that considers benchmark company market multiples, an income approach, that utilizes discounted cash flows for each reporting unit and other Level 3 inputs as specified in the fair value hierarchy in ASC Topic 820, Fair Value Measurements and Disclosure (see Note 4), and, in the case of our retail reporting unit, a cost approach that utilizes estimates of net asset value. The cash flows used to determine fair value are dependent on a number of significant management assumptions such as our expectations of future performance and the expected future economic environment, which are partly based upon our historical experience. Our estimates are subject to change given the inherent uncertainty in predicting future results. Additionally, the discount rate and the terminal growth rate are based on our judgment of the rates that would be utilized by a hypothetical market participant. As part of the goodwill impairment testing, we also consider our market capitalization in assessing the reasonableness of the combined fair values estimated for our reporting units. While we believe such assumptions and estimates are reasonable, the actual results may differ materially from the projected amounts. See Note 8 for additional information regarding the results of our goodwill impairment test performed as of the beginning of the fourth quarter of fiscal 2023.
Leases
Effective as of the beginning of fiscal 2020, we adopted ASU 2016-02, Leases (Topic 842) and all related amendments. The guidance requires lessees to recognize substantially all leases on their balance sheet as a right-of-use (“ROU”) asset and a lease liability.
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 at various locations throughout the continental United States for warehouse space used in our retail segment. We also lease local delivery trucks used in our retail segment. We determine if a contract contains a lease at inception based on our right to control the use of an identified asset and our right to obtain substantially all of the economic benefits from the use of that identified asset. Our real estate lease terms range from one to 15 years and generally have renewal options of between five and 15 years. We assess these options to determine if we are reasonably certain of exercising these options based on all relevant economic and financial factors. Any options that meet this criteria are included in the lease term at lease commencement.
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Most of our leases do not have an interest rate implicit in the lease. As a result, for purposes of measuring our ROU asset and lease liability, we determine our incremental borrowing rate by applying a spread above the U.S. Treasury borrowing rates. In the case an interest rate is implicit in a lease we will use that rate as the discount rate for that lease. Some of our leases contain variable rent payments based on a Consumer Price Index or percentage of sales. Due to the variable nature of these costs, they are not included in the measurement of the ROU asset and lease liability.
We adopted the standard utilizing the transition election to not restate comparative periods for the impact of adopting the standard and recognizing the cumulative impact of adoption in the opening balance of retained earnings. We elected the package of transition expedients available for expired or existing contracts, which allowed the carry-forward of historical assessments of (1) whether contracts are or contain leases, (2) lease classification and (3) initial direct costs. In addition, we have elected the practical expedient to not separate lease and non-lease components when determining the ROU asset and lease liability and have elected the practical expedient related to land easements, allowing us to carry forward our accounting treatment for land easements on existing agreements. We have also elected the hindsight practical expedient to determine the lease term for existing leases. In our application of hindsight, we evaluated the performance of the leased stores and the associated markets in relation to our overall real estate strategies, which resulted in the determination that most renewal options would not be reasonably certain in determining the expected lease term. We have made an accounting policy election to not recognize ROU assets and lease liabilities on the balance sheet for those leases with initial terms of one year or less and instead such lease obligations will be expensed on a straight-line basis over the lease term.
See Note 15 for additional information regarding our leases.
Other Intangible Assets
Intangible assets acquired in a business combination and determined to have an indefinite useful life are not amortized but are tested for impairment annually or between annual tests when an impairment indicator exists. The recoverability of indefinite-lived intangible assets is assessed by comparison of the carrying value of the asset to its estimated fair value. If we determine that the carrying value of the asset exceeds its estimated fair value, an impairment loss equal to the excess would be recorded. During the second quarter of fiscal 2024, in conjunction with our decision to close Noa Home and cease operations by the end of fiscal 2024, we fully impaired the carrying value of the intangible asset for the Noa Home trade name.
Definite-lived intangible assets are amortized over their respective estimated useful lives and reviewed for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. We estimate the useful lives of our intangible assets and ratably amortize the value over the estimated useful lives of those assets. If the estimates of the useful lives should change, we will amortize the remaining book value over the remaining useful lives or, if an asset is deemed to be impaired, a write-down of the value of the asset may be required at such time.
Impairment of Long Lived Assets
We periodically evaluate whether events or circumstances have occurred that indicate long-lived assets may not be recoverable or that the remaining useful life may warrant revision. When such events or circumstances are present, we assess the recoverability of long-lived assets by determining whether the carrying value will be recovered through the expected undiscounted future cash flows resulting from the use and eventual disposition of the asset. In the event the sum of the expected undiscounted future cash flows is less than the carrying value of the asset, an impairment loss equal to the excess of the asset’s carrying value over its fair value is recorded. Fair value is determined based on discounted cash flows or appraised values depending on the nature of the assets. The long-term nature of these assets requires the estimation of cash inflows and outflows several years into the future.
When analyzing our real estate properties for potential impairment, we consider such qualitative factors as our experience in leasing and selling real estate properties as well as specific site and local market characteristics. Upon the closure of a Bassett Home Furnishings store, we generally write off all tenant improvements which are only suitable for use in such a store. ROU assets under operating leases are written down to their estimated fair value. Our estimates of the fair value of the impaired ROU assets included estimates of discounted cash flows based upon current market rents and other inputs which we consider to be Level 3 inputs as specified in the fair value hierarchy in ASC Topic 820, Fair Value Measurement and Disclosure (see Note 4).
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Income Taxes
We account for income taxes under the liability method which requires that we recognize deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amount of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
We recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. Despite our belief that our liability for unrecognized tax benefits is adequate, it is often difficult to predict the final outcome or the timing of the resolution of any particular tax matters. We may adjust these liabilities as relevant circumstances evolve, such as guidance from the relevant tax authority or our tax advisors, or resolution of issues in the courts. These adjustments are recognized as a component of income tax expense in the period in which they are identified.
We evaluate our deferred income tax assets to determine if valuation allowances are required or should be adjusted. A valuation allowance is established against our deferred tax assets based on consideration of all available evidence, both positive and negative, using a “more likely than not” standard. This assessment considers, among other matters, the nature, frequency and severity of recent losses, forecasts of future profitability, the duration of statutory carryforward or carryback periods, our experience with tax attributes expiring unused and tax planning alternatives. In making such judgments, significant weight is given to evidence that can be objectively verified. See Note 13 for additional information regarding our income taxes.
Shipping and Handling Costs
Costs incurred to deliver wholesale merchandise to customers are recorded in selling, general and administrative expense and totaled $ 22,721 , $ 26,125 , and $ 33,029 for fiscal 2024, 2023 and 2022, respectively. Costs incurred to deliver retail merchandise to customers, including the cost of operating regional distribution warehouses, are also recorded in selling, general and administrative expense and totaled $ 20,342 , $ 23,399 , and $ 23,812 for fiscal 2024, 2023 and 2022, respectively.
Advertising
Costs incurred for producing and distributing advertising and advertising materials are expensed when incurred and are included in selling, general and administrative expenses. Advertising costs totaled $ 13,256 , $ 19,106 , and $ 16,698 in fiscal 2024, 2023, and 2022, respectively.
Insurance Reserves
We have self-funded insurance programs in place to cover workers’ compensation and health insurance. These insurance programs are subject to various stop-loss limitations. We accrue estimated losses using historical loss experience. Although we believe that the insurance reserves are adequate, the reserve estimates are based on historical experience, which may not be indicative of current and future losses. We adjust insurance reserves, as needed, in the event that future loss experience differs from historical loss patterns.
Supplemental Cash Flow Information
Refer to the supplemental lease disclosures in Note 15 for cash flow impacts of leasing transactions during fiscal 2024, 2023 and 2022. At November 30, 2024, $ 273 of our fiscal 2024 purchases of property and equipment were unpaid and included in accounts payable in the accompanying balance sheet. Otherwise, there were no material non-cash investing or financing activities during fiscal 2024, 2023 or 2022.
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Recent Accounting Pronouncements
Recent Pronouncements Not Yet Adopted
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 November 30, 2024 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.
In November 2023, the FASB issued Accounting Standards Update 2023-07 – Segment Reporting (Topic ASC 740) Improvements to Reportable Segment Disclosures. The ASU improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The amendments in this update require: that a public entity disclose, on an annual and interim basis, significant segment expenses that are regularly provided to the chief operating decision maker (CODM) and included within each reported measure of segment profit or loss (collectively referred to as the “significant expense principle”); and that a public entity disclose, on an annual and interim basis, an amount for other segment items by reportable segment and a description of its composition. The other segment items category is the difference between segment revenue less the segment expenses disclosed under the significant expense principle and each reported measure of segment profit or loss. The amendments in ASU 2023-07 will become effective for us for our 2025 fiscal year and for interim periods beginning with our 2026 fiscal year. Early adoption is permitted. We do not expect that this guidance will have a material impact upon our financial position and results of operations.
In December 2023, the FASB issued Accounting Standards Update 2023-09 – Income Taxes (Topic ASC 740) Income Taxes. The ASU improves the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. The amendments in ASU 2023-09 will become effective for us as of the beginning of our 2026 fiscal year. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. We do not expect that this guidance will have a material impact upon our financial position and results of operations.
In November 2024, the FASB issued Accounting Standards Update 2024-03 – Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic ASC 220-40) Disaggregation of Income Statement Expenses. The amendments in this ASU require a public business entity to disclose specific information about certain costs and expenses in the notes to its financial statements for interim and annual reporting periods. The objective of the disclosure requirements is to provided disaggregated information about a public business entity's expenses to help investors (a) better understand the entity's performance, (b) better assess the entity's prospects for future cash flows, and (c) compare an entity's performance over time and with that of other entities. The amendments in ASU 2024-03 will become effective for us for our 2028 fiscal year and for interim periods beginning with our 2029 fiscal year. Early adoption is permitted. We do not expect that this guidance will have a material impact upon our financial position and results of operations.
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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 had 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 goal.
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. The allocation of the purchase price (translated into U.S. dollars as of the acquisition date) is as follows:
Fair value of consideration transferred in exchange for 100% of Noa Home:
Cash
$
5,878
Fair value of contingent consideration payable
1,375
Total fair value of consideration paid or payable
$
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 US tax purposes. Among the factors that contributed to a purchase price resulting in the recognition of goodwill were the expected synergies arising from combining the Company’s manufacturing and distribution capabilities with Noa Home’s position in the international e-commerce market for home furnishings and accessories. As part of our annual test for impairment of goodwill as of the beginning of the fourth quarter of fiscal 2023, all of the goodwill recognized at acquisition was fully impaired. See Note 8 for additional information regarding the impairment.
A portion of the fair value of the consideration transferred in the amount of $ 1,929 was assigned to the identifiable intangible asset associated with the Noa Home trade name. At the time of acquisition, this intangible asset was considered to have an indefinite life and therefore was not amortized but was tested for impairment annually or between annual tests if an indicator of impairment existed. During the second quarter of fiscal 2024 we concluded that Hoa Home was not likely to achieve profitability in the foreseeable future and decided to cease operations by selling the remaining inventory in an orderly fashion through the end of fiscal 2024. Therefore, at the end of the second quarter of fiscal 2024 we fully impaired the trade name intangible asset, which at the time of the impairment had a carrying value of $ 1,827 reflecting currency translation adjustments through the date of the impairment.
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 . See Note 4.
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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 in June of 2023 with the second 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 during fiscal 2023.
The pro forma impact of the acquisition has not been presented because it was not material to our consolidated results of operations for the fiscal year ended November 26, 2022.
4.
Financial Instruments, Investments and Fair Value Measurements
Financial Instruments
Our financial instruments include cash and cash equivalents, short-term investments in certificates of deposit, accounts receivable, and accounts payable. Because of their short maturities, the carrying amounts of cash and cash equivalents, short-term investments in certificates of deposit, accounts receivable, and accounts payable approximate fair value.
Investments
Our short-term investments of $ 20,360 and $ 17,775 at November 30, 2024 and November 25, 2023 consisted of certificates of deposit (CDs) with original terms of six to twelve months, bearing interest at rates ranging from 0.7 % to 5.28 %. At November 30, 2024, the weighted average remaining time to maturity of the CDs was approximately three months and the weighted average yield of the CDs was approximately 4.3 %. Except as noted below, each CD is placed with a federally insured financial institution and all deposits are within Federal deposit insurance limits. As the CDs mature, we expect to reinvest them in CDs of similar maturities of up to one year. Due to the nature of these investments and their relatively short maturities, the carrying amount of the short-term investments at November 30, 2024 and November 25, 2023 approximates their fair value.
Our investment in CDs at November 30, 2024 includes one CD in the amount of $ 2,500 which was placed with a financial institution that provides merchant services for our retail segment. This CD has been pledged as security for the merchant services agreement. The CD has a six-month term, an interest rate of 2.0 % and the requirement to maintain the pledge will be reassessed prior to the end of fiscal 2025, therefore the CD is classified as a current asset with our other CDs. This CD is in excess of the $250 Federal deposit insurance limit.
Fair Value Measurement
The Company accounts for items measured at fair value in accordance with ASC Topic 820, Fair Value Measurements and Disclosures . ASC 820’s valuation techniques are based on observable and unobservable inputs. Observable inputs reflect readily obtainable data from independent sources, while unobservable inputs reflect our market assumptions. ASC 820 classifies these inputs into the following hierarchy:
Level 1 Inputs – Quoted prices for identical instruments in active markets.
Level 2 Inputs – Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.
Level 3 Inputs – Instruments with primarily unobservable value drivers.
We believe that the carrying amounts of our current assets and current liabilities approximate fair value due to the short-term nature of these items. Our primary non-recurring fair value estimates typically involve the following: business acquisitions (Note 3) which involve a combination of Level 2 and Level 3 inputs to determine the fair value of contingent consideration and net assets acquired, including identified intangible assets; goodwill impairment testing (Note 8), which involves Level 3 inputs; and asset impairments (Note 14) which utilize Level 3 inputs.
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5. Accounts Receivable
Accounts receivable consist of the following:
November 30, 2024
November 25, 2023
Gross accounts receivable
$
14,278
$
14,271
Allowance for credit losses
( 1,097
)
( 535
)
Net accounts receivable
$
13,181
$
13,736
Activity in the allowance for credit losses was as follows:
2024
2023
Balance, beginning of the year
$
535
$
1,261
Additions (recoveries) charged to expense
624
219
Reductions to allowance, net
( 62
)
( 945
)
Balance, end of the year
$
1,097
$
535
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 4.
6. Inventories
Inventories consist of the following:
November 30, 2024
November 25, 2023
Wholesale finished goods
$
24,841
$
27,521
Work in process
519
637
Raw materials and supplies
14,921
18,655
Retail merchandise
31,744
33,090
Total inventories on first-in, first-out method
72,025
79,903
LIFO adjustment
( 11,665
)
( 11,738
)
Reserve for excess and obsolete inventory
( 5,395
)
( 5,183
)
$
54,965
$
62,982
We source a significant amount of our wholesale product from other countries. During 2024, 2023 and 2022, purchases from our three largest vendors primarily located in Vietnam were $ 11,689 , $ 15,601 and $ 33,253 respectively.
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 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.
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Activity in the reserves for excess quantities and obsolete inventory by segment are as follows:
Wholesale Segment
Retail Segment
Total
Balance at November 26, 2022
$
4,103
$
1,064
$
5,167
Additions charged to expense
3,876
750
4,626
Write-offs
( 3,834
)
( 776
)
( 4,610
)
Balance at November 25, 2023
4,145
1,038
5,183
Additions charged to expense
4,284
717
5,001
Write-offs
( 4,271
)
( 518
)
( 4,789
)
Balance at November 30, 2024
$
4,158
$
1,237
$
5,395
7. Property and Equipment
Property and equipment consist of the following:
November 30,
2024
November 25,
2023
Land
$
10,866
$
10,866
Buildings and leasehold improvements
124,305
125,290
Machinery and equipment
105,667
106,613
Property and equipment at cost
240,838
242,769
Less accumulated depreciation
( 163,791
)
( 158,788
)
Property and equipment, net
$
77,047
$
83,981
The net book value of our property and equipment by reportable segment is a follows:
November 30,
2024
November 25,
2023
Wholesale
$
21,659
$
23,155
Retail - Company-owned stores
40,756
44,799
Corporate and other
14,632
16,027
Total property and equipment, net
$
77,047
$
83,981
Depreciation expense associated with the property and equipment shown above was included in income from operations in our consolidated statements of operations as follows:
2024
2023
2022
Cost of goods sold (wholesale segment)
$
2,106
$
2,124
$
2,082
Selling, general and administrative expenses:
Wholesale segment
261
274
271
Retail segment
4,849
5,502
5,738
Corporate and Other
2,644
2,184
1,895
Total included in selling, general and administrative expenses
7,754
7,960
7,904
Total depreciation expense included in income from operations
$
9,860
$
10,084
$
9,986
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8. Goodwill and Other Intangible Assets
Goodwill and other intangible assets consisted of the following:
November 30, 2024
Gross
Carrying
Amount
Accumulated
Amortization
Intangible
Assets, Net
Intangibles subject to amortization:
Customer relationships
$
512
$
( 392
)
$
120
Intangibles not subject to amortization:
Trade name
6,848
Goodwill
7,217
Total goodwill and other intangible assets
$
14,185
November 25, 2023
Gross
Carrying
Amount
Accumulated
Amortization
Intangible
Assets, Net
Intangibles subject to amortization:
Customer relationships
$
512
$
( 337
)
$
175
Intangibles not subject to amortization:
Trade names
8,675
Goodwill
7,217
Total goodwill and other intangible assets
$
16,067
We performed the annual test for impairment of the carrying value of our goodwill as of the beginning of the fourth quarter of fiscal 2024. Based on the initial qualitative analysis performed under ASC Topic 350, we concluded that is was not more likely than not that the carrying value of our upholstery reporting unit within our wholesale segment exceeded its fair value. We performed the annual test for impairment of the carrying value of our goodwill as of the beginning of the fourth quarter of fiscal 2023. Based on the initial qualitative analysis performed under ASC Topic 350, we concluded that it was not more likely than not that the carrying value of our upholstery reporting unit within our wholesale segment exceeded its fair value. However, due to the actual and expected future underperformance of our Noa Home reporting unit relative to management's original expectations, we performed a strategic review of the operations as of the beginning of the fourth quarter and concluded that Noa Home should exit the Australian market and focus more on the North American market. Coupled with the financial underperformance and the exit of Australia, we performed a quantitative test of the carrying value of the goodwill recognized as part of the 2022 acquisition of Noa Home and concluded that it was necessary to fully impair the carrying value of the Noa Home goodwill, resulting in a non-cash impairment charge of $5,409 in fiscal 2023.
The determination of the fair value of our reporting units is based on a combination of a market approach, that considers benchmark company market multiples and comparable transactions occurring within the last two years and an income approach, that utilizes discounted cash flows for each reporting unit and other Level 3 inputs as specified in the fair value hierarchy in ASC Topic 820, Fair Value Measurements and Disclosure (see Note 4) The valuation of the Noa Home reporting unit was primarily based on the market approach due to significant uncertainty in the future cash flows of Noa Home. Under the income approach, we determine fair value based on the present value of the most recent cash flow projections for each reporting unit as of the date of the analysis and calculate a terminal value utilizing a terminal growth rate. The significant assumptions under this approach include, among others: income projections, which are dependent on future sales, new product introductions, customer behavior, competitor pricing, operating expenses, the discount rate, and the terminal growth rate. The cash flows used to determine fair value are dependent on a number of significant management assumptions such as our expectations of future performance and the expected future economic environment, which are partly based upon our historical experience. Our estimates are subject to change given the inherent uncertainty in predicting future results. Additionally, the discount rate and the terminal growth rate are based on our judgment of the rates that would be utilized by a hypothetical market participant. As part of the goodwill impairment testing, we also consider our market capitalization in assessing the reasonableness of the combined fair values estimated for our reporting units.
46
Changes in the carrying amounts of goodwill by reportable segment were as follows:
Wholesale
Retail
Corporate
and Other
Total
Balance as of November 26, 2022
$
7,217
$
-
$
5,554
$
12,771
Foreign currency translation adjustment
-
-
( 145
)
( 145
)
Full impairment of Noa Home goodwill
-
-
( 5,409
)
( 5,409
)
Balance as of November 25, 2023
7,217
-
-
7,217
No changes in fiscal 2024
-
-
-
-
Balance as of November 30, 2024
$
7,217
$
-
$
-
$
7,217
Accumulated impairment losses were $ 9,306 , $ 9,306 and $ 3,897 at November 30, 2024, November 25, 2023 and November 26, 2022, respectively.
The weighted average useful lives of our finite-lived intangible assets and remaining amortization periods as of November 30, 2024 are as follows:
Useful Life
in Years
Remaining
Amortization
Period in
Years
Customer relationships
9
3
Our trade name intangible asset at November 30, 2024 is associated with Lane Venture. Because it is our intention to maintain and grow this brand, it is considered to be an indefinite-lived intangible asset. At November 25, 2023 our trade name intangible assets also included an asset for the Noa Home trade name which had been considered an indefinite-lived intangible asset upon acquisition in 2022. However, in connection with our decision to cease operations at Noa Home and liquidate its assets, the carrying value of the Noa Home trade name was fully impaired during the second quarter of fiscal 2024. The amortization expense associated with finite-lived intangible assets during fiscal 2024, 2023 and 2022 was $ 57 each year and is included in selling, general and administrative expense in our consolidated statement of operations. All expense arising from the amortization of intangible assets is associated with our wholesale segment. Estimated future amortization expense for intangible assets that exist at November 30, 2024 is as follows:
Fiscal 2025
57
Fiscal 2026
57
Fiscal 2027
6
Fiscal 2028
-
Fiscal 2029
-
Total
$
120
9. Bank Credit Facility
On May 15, 2024, we entered into the Eighth Amended and Restated Credit Agreement with our bank (the “Credit Facility”). This Credit Facility provides for a line of credit of up to $ 25,000 . At November 30, 2024, we had $ 6,013 outstanding under standby letters of credit against our line. The line bears interest at the One-Month Term Secured Overnight Financing Rate (“One-Month Term SOFR”) plus 1.75 % and is secured by our accounts receivable and inventory. Our bank charges a fee of 0.25 % on the daily unused balance of the line, payable quarterly. Under the terms of the Credit Facility, Consolidated Minimum Tangible Net Worth (as defined in the Credit Facility) shall at no time be less than $ 120,000 . In addition, we must maintain the following financial covenants, measured quarterly on a rolling twelve-month basis and commencing as of the end of the first fiscal quarter after the first date that the used commitment (the sum of any outstanding advances plus standby letters of credit) equals or exceeds $ 8,250 :
●
Consolidated Fixed Charge Coverage Ratio (as defined in the Credit Facility) of not less than 1.2 times and
47
●
Consolidated Lease Adjusted Leverage to EBITDAR Ratio (as defined in the Credit Facility) not to exceed 3.35 times.
Since our used commitment was less than $ 8,250 at November 30, 2024, we were not required to test the Consolidated Fixed Charge Coverage Ratio or the Consolidated Lease Adjusted Leverage to EBITDAR Ratio. Had we been required to test those ratios, we would not have been able to achieve the required levels for either of these ratios. Consequently, our availability under the Credit Facility is currently limited to an additional $2,237.
Interest paid during fiscal 2024, 2023 and 2022 was not material.
10. Post-Employment Benefit Obligations
Management Savings Plan
On May 1, 2017, our Board of Directors, upon the recommendation of the Organization, Compensation and Nominating Committee (the “Committee”), adopted the Bassett Furniture Industries, Incorporated Management Savings Plan (the “Plan”). The Plan is an unfunded, nonqualified deferred compensation plan maintained for the benefit of certain highly compensated or management level employees.
The Plan is an account-based plan under which (i) participants may defer voluntarily the payment of current compensation to future years (“participant deferrals”) and (ii) the Company may make annual awards to participants payable in future years (“Company contributions”). The Plan permits each participant to defer up to 75 % of base salary and up to 100 % of any incentive compensation or other bonus, which amounts would be credited to a deferral account established for the participant. Such deferrals will be fully vested at the time of the deferral. Participant deferrals will be indexed to one or more deemed investment alternatives chosen by the participant from a range of alternatives made available under the Plan. Each participant’s account will be adjusted to reflect gains and losses based on the performance of the selected investment alternatives. A participant may receive distributions from the Plan: (1) upon separation from service, in either a lump sum or annual installment payments over up to a 15 year period, as elected by the participant, (2) upon death or disability, in a lump sum, or (3) on a date or dates specified by the participant (“scheduled distributions”) with such scheduled payments made in either a lump sum or substantially equal annual installments over a period of up to five years, as elected by the participant. Participant contributions commenced during the third quarter of fiscal 2017. Company contributions will vest in full (1) on the third anniversary of the date such amounts are credited to the participant’s account, (2) the date that the participant reaches age 63 or (3) upon death or disability. Company contributions are subject to the same rules described above regarding the crediting of gains or losses from deemed investments and the timing of distributions. Expense (credits) associated with deferred compensation under the Plan was $ 925 , $ 46 and $( 16 ) for fiscal 2024, 2023 and 2022, respectively. Our liability for Company contributions and participant deferrals at November 30, 2024 and November 25, 2023 was $ 3,486 and $ 2,661 , respectively, and is included in post-employment benefit obligations in our consolidated balance sheets.
On May 2, 2017, we made Long Term Cash Awards (“LTC Awards”) totaling $ 2,000 under the Plan to certain management employees in the amount of $ 400 each. The LTC Awards vest in full on the first anniversary of the date of the award if the participant has reached age 63 by that time, or, if later, on the date the participant reaches age 63, provided in either instance that the participant is still employed by the Company at that time. If not previously vested, the awards will also vest immediately upon the death or disability of the participant prior to the participant’s separation from service. The awards will be payable in 10 equal annual installments following the participant’s death, disability or separation from service. We are accounting for the LTC Awards as a defined benefit pension plan. During fiscal 2024, 2023 and 2022, we invested $ 343 , $ 1,019 and $ 853 in life insurance policies covering all participants in the Plan. At November 30, 2024, these policies have a net death benefit of $ 15,885 for which the Company is the sole beneficiary. These policies are intended to provide a potential source of funds to meet the obligations arising from the deferred compensation and LTC Awards under the Plan and serve as an economic hedge of the financial impact of changes in the liabilities. They are held in an irrevocable trust but are subject to claims of creditors in the event of the Company’s insolvency.
Supplemental Retirement Income Plan
We have an unfunded Supplemental Retirement Income Plan (the “Supplemental Plan”) that covers one current and certain former executives. Upon retirement, the Supplemental Plan provides for lifetime monthly payments in an amount equal to 65% of the participant’s final average compensation as defined in the Supplemental Plan, which is reduced by certain social security benefits to be received and other benefits provided by us. The Supplemental Plan also provides a death benefit that is calculated as (a) prior to retirement death, which pays the beneficiary 50% of final average annual compensation for a period of 120 months, or (b) post-retirement death, which pays the beneficiary 200% of final average compensation in a single payment. We own life insurance policies on these executives with a current net death benefit of $1,587 at November 30, 2024. We expect that any death benefit payable out of the plan would be substantially offset by the proceeds received from our life insurance policy upon the death of the executive. Funding for the remaining cash flows is expected to be provided through operations. There are no benefits payable as a result of a termination of employment for any reason other than death or retirement, other than a change of control provision which provides for the immediate vesting and payment of the retirement benefit under the Supplemental Plan in the event of an employment termination resulting from a change of control.
48
Aggregated summarized information for the Supplemental Plan and the LTC Awards, measured as of the end of each year presented, is as follows:
`
2024
2023
Change in Benefit Obligation:
Projected benefit obligation at beginning of year
$
6,979
$
7,262
Service cost
13
27
Interest cost
391
370
Actuarial (gains) and losses
( 170
)
( 424
)
Benefits paid
( 296
)
( 256
)
Projected benefit obligation at end of year
$
6,917
$
6,979
Accumulated Benefit Obligation
$
6,917
$
6,979
Discount rate used to value the ending benefit obligations:
5.00
%
5.92
%
Amounts recognized in the consolidated balance sheet:
Current liabilities
$
792
$
719
Noncurrent liabilities
6,085
6,260
Total amounts recognized
$
6,877
$
6,979
Amounts recognized in accumulated other comprehensive income: before income tax effects:
Prior service cost
$
-
$
103
Actuarial (gain) loss
( 1,066
)
( 965
)
Net amount recognized
$
( 1,066
)
$
( 862
)
Total recognized in net periodic benefit cost and accumulated other comprehensive income:
$
234
$
( 27
)
2024
2023
2022
Components of Net Periodic Pension Cost:
Service cost
$
13
$
27
$
36
Interest cost
391
370
231
Amortization of prior service cost
61
125
126
Amortization of other loss
( 22
)
-
133
Net periodic pension cost
$
443
$
522
$
526
Assumptions used to determine net periodic pension cost:
Discount rate
5.92
%
5.38
%
2.25
%
Increase in future compensation levels
3.00
%
3.00
%
3.00
%
Estimated Future Benefit Payments (with mortality):
Fiscal 2025
$
792
Fiscal 2026
794
Fiscal 2027
791
Fiscal 2028
749
Fiscal 2029
709
Fiscal 2030 through 2034
2,864
49
Of the $ 1,066 net gain recognized in accumulated other comprehensive income at November 30, 2024, $ 65 of amortization is expected to be recognized as a component of net periodic pension cost during fiscal 2025.
The components of net periodic pension cost other than the service cost component are included in other loss, net in our consolidated statements of operations.
Deferred Compensation Plan
We have an unfunded Deferred Compensation Plan that covers one current and certain former executives and provides for voluntary deferral of compensation. This plan has been frozen with no additional participants or benefits permitted. We recognized expense of $ 79 , $ 204 , and $ 154 in fiscal 2024, 2023, and 2022, respectively, associated with the plan. Our liability under this plan was $ 1,568 and $ 1,655 as of November 30, 2024 and November 25, 2023, respectively. The non-current portion of this obligation is included in post-employment benefit obligations in our consolidated balance sheets, with the current portion included in accrued compensation and benefits.
Defined Contribution Plan
We have a qualified defined contribution plan (Employee Savings/Retirement Plan) that covers substantially all employees who elect to participate and have fulfilled the necessary service requirements. Employee contributions to the Plan are matched at the rate of 25 % of up to 8 % of gross pay, regardless of years of service. Expense for employer matching contributions was $ 943 , $ 998 and $ 1,108 during fiscal 2024, 2023 and 2022, respectively.
11. Accumulated Other Comprehensive Income (Loss)
The activity in accumulated other comprehensive income (loss) for the fiscal years ended November 30, 2024 and November 25, 2023, which is comprised of post-retirement benefit costs related to our SERP and LTC Awards as well as cumulative translation adjustments arising from our investment in Noa Home, is as follows:
Balance at November 26, 2022
$
50
Actuarial gains
424
Net pension amortization reclassified from accumulated other comprehensive loss
119
Foreign currency translation adjustment
( 378
)
Tax effects
( 63
)
Balance at November 25, 2023
152
Actuarial gains
170
Net pension amortization reclassified from accumulated other comprehensive loss
39
Foreign currency translation adjustment (1)
652
Tax effects
( 220
)
Balance at November 30, 2024
$
793
(1)
Includes the transfer of $ 962 of cumulative translation loss out of accumulated other comprehensive loss into the fiscal 2024 loss from operations upon the substantial completion of the liquidation of Noa Home (See Note 14).
50
12. Capital Stock and Stock Compensation
We account for our stock-based employee and director compensation plans in accordance with ASC 718, Compensation – Stock Compensation . ASC 718 requires recognition of the cost of employee services received in exchange for an award of equity instruments in the financial statements over the period the employee is required to perform the services in exchange for the award (presumptively the vesting period) which we recognize on a straight-line basis. Compensation expense related to restricted stock and stock options included in selling, general and administrative expenses in our consolidated statements of operations for fiscal 2024, 2023 and 2022 was as follows:
2024
2023
2022
Stock based compensation expense
$
804
$
849
$
538
Incentive Stock Compensation Plans
2021 Plan
On March 10, 2021, our shareholders approved the Bassett Furniture Industries, Incorporated 2021 Stock Incentive Plan (the “2021 Plan”). All present and future non-employee directors, key employees and outside consultants for the Company are eligible to receive incentive awards under the 2021 Plan. Our Organization, Compensation and Nominating Committee (the “OCN Committee”) selects eligible key employees and outside consultants to receive awards under the 2021 Plan in its discretion. Our Board of Directors or any committee designated by the Board of Directors selects eligible non-employee directors to receive awards under the 2021 Plan in its discretion. Five hundred thousand (500,000) shares of common stock are reserved for issuance under the 2021 Plan. Participants may receive the following types of incentive awards under the 2021 Plan: stock options, stock appreciation rights, payment shares, restricted stock, restricted stock units and performance shares. Stock options may be incentive stock options or non-qualified stock options. Stock appreciation rights may be granted in tandem with stock options or as a freestanding award. Non-employee directors and outside consultants are eligible to receive restricted stock and restricted stock units only. The full terms of the 2021 Plan have been filed as an exhibit to our Schedule 14A filed with the United States Securities and Exchange Commission on February 8, 2021.
We have elected to account for forfeitures as they occur. Compensation cost for awards with graded vesting schedules are accounted for on a straight-line basis.
Restricted Shares
Changes in the outstanding non-vested restricted shares during the year ended November 30, 2024 were as follows:
Number of Shares
Weighted
Average
Grant Date
Fair Value Per
Share
Non-vested restricted shares outstanding at November 25, 2023
92,313
$
17.13
Granted
48,109
16.62
Vested
( 46,013
)
17.29
Non-vested restricted shares outstanding at November 30, 2024
94,409
$
15.77
During fiscal 2024, 46,013 restricted shares were vested and released, of which 30,900 shares had been granted to employees and 15,113 shares had been granted to directors. During fiscal 2024, 2023 and 2022, 10,360 shares, 5,985 shares and 1,225 shares, respectively, were withheld to cover withholding taxes of $ 161 , $ 109 and $ 19 , respectively, arising from the vesting of restricted shares. During fiscal 2024, 2023 and 2022, excess tax benefits of $ 9 , $ 10 and $ 1 , respectively, were recognized within income tax expense upon the release of vested shares.
51
Additional information regarding our outstanding non-vested restricted shares, which are all subject to service conditions, at November 30, 2024 is as follows:
Original
Remaining
Restricted
Share Value
Vesting
Restriction
Grant
Shares
at Grant Date
Period
Period
Date
Outstanding
Per Share
(Years)
(Years)
January 12, 2022
15,500
$
15.82
3
0.1
January 11, 2023
30,800
17.55
3
1.1
March 6, 2024
18,109
15.46
1
0.3
October 29, 2024
30,000
14.11
3
2.9
94,409
Unrecognized compensation cost related to these non-vested restricted shares at November 30, 2024 is $ 752 , all of which is expected to be recognized in fiscal 2025 through fiscal 2027.
Employee Stock Purchase Plan
In March of 2017 we adopted and implemented the 2017 Employee Stock Purchase Plan (“2017 ESPP”) that allows eligible employees to purchase a limited number of shares of our stock at 85 % of market value. Under the 2017 ESPP we sold 30,436 , 28,063 and 30,074 shares to employees during fiscal 2024, 2023 and 2022, respectively, which resulted in an immaterial amount of compensation expense. There are 43,961 shares remaining available for sale under the 2017 ESPP at November 30, 2024.
13. Income Taxes
The components of the income tax provision from continuing operations are as follows:
2024
2023
2022
Current:
Federal
$
( 1,962
)
$
( 121
)
$
5,659
State
( 273
)
( 72
)
2,154
Deferred:
Federal
( 1,781
)
846
484
State
( 659
)
30
405
Total
$
( 4,675
)
$
683
$
8,702
A reconciliation of the statutory federal income tax rate and the effective income tax rate, as a percentage of income before income taxes, is as follows:
2024
2023
2022
Statutory federal income tax rate
21.0
%
21.0
%
21.0
%
State income tax, net of federal benefit
5.4
3.8
4.4
Nondeductible goodwill, restructuring and other charges
( 6.9
)
( 45.7
)
-
Nontaxable gain on revaluation of contingent consideration
-
8.6
-
Capital loss carryback
15.9
-
-
Other
0.4
3.0
( 0.3
)
Change in valuation allowance
( 3.3
)
( 18.2
)
0.4
Effective income tax rate
32.5
%
( 27.5
)%
25.5
%
52
Excess tax benefits in the amount of $ 9 , $ 10 and $ 1 were recognized as a component of income tax expense during fiscal 2024, 2023 and 2022, respectively, resulting from the exercise of stock options and the release of restricted shares. The fiscal 2023 adjustment for impairment of non-deductible goodwill reflect the fact that there was no tax basis related to the impaired goodwill.
The income tax effects of temporary differences and carryforwards, which give rise to significant portions of the deferred income tax assets and deferred income tax liabilities, are as follows:
November 30, 2024
November 25, 2023
Deferred income tax assets:
Trade accounts receivable
$
278
$
135
Inventories
3,867
3,847
Post employment benefit obligations
2,498
2,426
Federal net operating loss and credit carryforwards
1,107
151
State net operating loss carryforwards
621
2
Foreign net operating loss carryforwards
2,264
1,791
Operating lease liabilities
27,138
29,185
Other
1,182
1,515
Gross deferred income tax assets
38,955
39,052
Valuation allowance
( 2,264
)
( 1,791
)
Total deferred income tax assets
36,691
37,261
Deferred income tax liabilities:
Property and equipment
4,200
5,894
Intangible assets
1,235
984
Operating lease assets
23,771
25,239
Prepaid expenses and other
618
499
Total deferred income tax liabilities
29,824
32,616
Net deferred income tax assets
$
6,867
$
4,645
We have foreign net operating loss carryforwards attributable to Noa Home (see Note 3) of $ 10,780 resulting in a deferred tax asset of $ 2,264 upon which we have placed a full valuation allowance. During fiscal 2024, we generated federal net operating loss carryforwards of $ 5,152 and state net operating loss carryforwards of $ 530 .
Income tax refunds received, net of taxes paid, during fiscal 2024 and 2023 were $ 658 and $ 263 , respectively. Income taxes paid, net of refunds received, during fiscal 2022 was $ 20,176 .
We regularly evaluate, assess and adjust our accrued liabilities for unrecognized tax benefits in light of changing facts and circumstances, which could cause the effective tax rate to fluctuate from period to period. Our liabilities for uncertain tax positions are not material.
Significant judgment is required in evaluating the Company's federal and state tax positions and in the determination of its tax provision. Despite our belief that the liability for unrecognized tax benefits is adequate, it is often difficult to predict the final outcome or the timing of the resolution of any particular tax matter. We may adjust these liabilities as relevant circumstances evolve, such as guidance from the relevant tax authority, or resolution of issues in the courts. These adjustments are recognized as a component of income tax expense in the period in which they are identified. The Company also cannot predict when or if any other future tax payments related to these tax positions may occur.
We remain subject to examination for tax years 2021 through 2024 for all of our major tax jurisdictions.
53
14. Other Gains and Losses
Asset Impairment Charges
During fiscal 2024, we recognized non-cash charges for asset impairments totaling $ 5,515 which consisted of the following:
●
$ 2,887 in our retail segment which included $ 1,978 related to the impairment of leasehold improvements and $ 750 from the impairment of right-of-use assets at certain underperforming retail stores, as well as $ 159 for the impairment of right-of-use assets at certain warehouse locations resulting from the consolidation of our retail warehouses.
●
$ 727 for the impairment of plant and equipment in our wholesale segment related to the consolidation of our domestic wood production facilities.
●
$ 1,901 for the impairment of long-lived assets at Noa Home. During the second quarter we concluded that Noa Home was not likely to achieve profitability in the foreseeable future and decided to cease operations by selling the remaining inventory in an orderly fashion through then end of fiscal 2024. $ 1,827 of these charges are for the full impairment of the Noa Home trade name intangible asset , and $ 74 relates to the full impairment of customized software used in the Noa Home operations.
Our estimates of the fair value of the impaired right-of-use assets included estimates of discounted cash flows based upon current market rents and other inputs which we consider to be Level 3 inputs as specified in the fair value hierarchy in ASC Topic 820, Fair Value Measurement and Disclosure.
Loss on Contract Abandonment
During fiscal 2024, we recognized a charge of $ 1,240 to accrue the remaining minimum charges payable under a contract for logistical services which our wholesale segment ceased utilizing during the third fiscal quarter of 2024. These minimum payments will continue through January of 2026.
Loss Upon Realization of Cumulative Translation Adjustment
In connection with the liquidation of the Noa Home business, we recognized a pre-tax charge of $ 962 during the fourth quarter of fiscal 2024 for the realization of cumulative translation adjustments previously carried in accumulated other comprehensive loss.
Restructuring Charges
In the fourth quarter of fiscal 2024 we recognized a restructuring charge of $ 440 representing accrued severance pay for certain affected employees. At November 30, 2024, $ 432 of the accrual remained in other current liabilities and is expected to be paid out by the end of the second quarter of fiscal 2025.
Goodwill Impairment Charge
See Note 8 regarding the $ 5,409 non-cash charge during fiscal 2023 to impair goodwill associated with Noa Home.
Gain on Revaluation of Contingent Consideration
See Note 3 regarding a $ 1,013 gain during fiscal 2023 resulting from the revaluation of contingent consideration owed to the former owners of Noa Home.
Gains on Dispositions of Retail Store Locations
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 year ended November 26, 2022.
This sale, together with our purchase of real property in Tampa, Florida for $ 7,668 in cash during the second quarter of fiscal 2022 was 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.
54
Other loss, net for the fiscal 2022 includes a gain of $ 1,441 arising from death benefits from Company-owned life insurance.
15. Leases and Lease Guarantees
Leases
See “Leases” under Note 2 for a discussion of our accounting policies and elections under Topic 842.
Supplemental balance sheet information related to our leases as of November 30, 2024 and November 25, 2023 is as follows:
November 30, 2024
November 25, 2023
Operating leases:
Right of use assets
$
93,624
$
100,888
Lease liabilities, short-term
18,050
18,827
Lease liabilities, long-term
88,395
97,357
Finance leases:
Right of use assets (1)
$
263
$
327
Lease liabilities, short-term (2)
122
246
Lease liabilities, long-term (3)
153
99
(1)
Included in property & equipment, net in our consolidated balance sheet.
(2)
Included in other current liabilities and accrued expenses in our consolidated balance sheet.
(3)
Included in other long-term liabilities and accrued expenses in our consolidated balance sheet.
Our right-of-use assets under operating leases by segment as of November 30, 2024 and November 25, 2023 are as follows:
November 30, 2024
November 25, 2023
Wholesale
$
6,861
$
8,689
Retail
86,763
92,190
Corporate & other
-
9
Total right of use assets
$
93,624
$
100,888
55
The components of our lease cost for 2024, 2023 and 2022 were as follows:
2024
2023
2022
Lease cost:
Operating lease cost
$
24,065
$
24,287
$
24,399
Financing lease cost:
Amortization of right-of-use assets
235
278
279
Interest on lease liabilities
20
22
35
Short-term lease cost
326
401
674
Variable lease cost (net of abatements received)
138
260
447
Sublease income
( 801
)
( 1,093
)
( 1,444
)
Total lease cost
$
23,983
$
24,155
$
24,390
Supplemental lease disclosures as of November 30, 2024, November 25, 2023 and November 26, 2022 and for the fiscal years then ended are as follows:
Operating
Financing
For the year ended November 26, 2022:
Cash paid for amounts included in the measurements of lease liabilities
26,913
302
Lease liabilities arising from new right-of-use assets
23,171
73
For the year ended November 25, 2023:
Cash paid for amounts included in the measurements of lease liabilities
26,854
301
Lease liabilities arising from new right-of-use assets
21,921
-
For the year ended November 30, 2024:
Cash paid for amounts included in the measurements of lease liabilities
26,558
287
Lease liabilities arising from new right-of-use assets
11,050
197
As of November 26, 2022:
Weighted average remaining lease terms (years)
6.2
2.3
Weighted average discount rates
5.53
%
4.68
%
As of November 25, 2023:
Weighted average remaining lease terms (years)
5.5
1.4
Weighted average discount rates
5.78
%
4.72
%
As of November 30, 2024:
Weighted average remaining lease terms (years)
5.6
3.1
Weighted average discount rates
6.28
%
6.56
%
Future payments under our leases and the present value of the obligations as of November 30, 2024 are as follows:
Operating
Leases
Financing Leases
Fiscal 2025
$
24,283
$
136
Fiscal 2026
24,840
56
Fiscal 2027
23,078
52
Fiscal 2028
19,739
44
Fiscal 2029
13,042
19
Thereafter
23,548
-
Total lease payments
128,530
307
Less: interest
22,085
32
Total lease obligations
$
106,445
$
275
56
We sublease a small number of our leased locations to certain of our licensees for operation as BHF network stores. The terms of these leases generally match those of the lease we have with the lessor. In addition, we sublease space in certain closed store locations that are still under lease. Minimum future lease payments due to us under these subleases are as follows:
Fiscal 2025
$
899
Fiscal 2026
586
Fiscal 2027
215
Fiscal 2028
-
Fiscal 2029
-
Thereafter
-
Total minimum future rental income
$
1,700
Guarantees
As part of the strategy for our store program, we have guaranteed certain lease obligations of licensee operators. The remaining term under these lease guarantees extends for six years. We were contingently liable under licensee lease obligation guarantees in the amount of $ 5,131 and $ 1,845 at November 30, 2024 and November 25, 2023, respectively.
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, liquidating the collateral, and pursuing payment under the personal guarantees of the independent dealer. The proceeds of the above options are estimated to cover the maximum amount of our future payments under the guarantee obligations, net of reserves. The fair value of lease guarantees (an estimate of the cost to the Company to perform on these guarantees) at November 30, 2024 and November 25, 2023, were not material.
16. Contingencies
We are involved in various claims and actions 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.
57
17. Earnings (Loss) Per Share
The following table sets forth the computation of basic and diluted earnings (loss) per share:
2024
2023
2022
Earnings (loss) per share - continuing operations:
Numerator:
Net income (loss) from continuing operations
$
( 9,695
)
$
( 3,171
)
$
25,360
Denominator:
Denominator for basic income per share - weighted average shares
8,733,215
8,784,759
9,394,873
Effect of dilutive securities*
-
-
8,107
Denominator for diluted income per share — weighted average shares and assumed conversions
8,733,215
8,784,759
9,402,980
Basic income (loss) per share - continuing operations:
$
( 1.11
)
$
( 0.36
)
$
2.70
Diluted income (loss) per share - continuing operations
$
( 1.11
)
$
( 0.36
)
$
2.70
Earnings per share - discontinued operations:
Numerator:
Net income from discontinued operations
$
-
$
-
$
39,985
Denominator:
Denominator for basic income per share - weighted average shares
8,733,215
8,784,759
9,394,873
Effect of dilutive securities*
-
-
8,107
Denominator for diluted income per share — weighted average shares and assumed conversions
8,733,215
8,784,759
9,402,980
Basic income per share - discontinued operations
$
-
$
-
$
4.26
Diluted income per share - discontinued operations
$
-
$
-
$
4.25
* Due to the net loss in 2024 and 2023, the potentially dilutive securities would have been anti-dilutive and are therefore excluded.
For fiscal 2024, 2023 and 2022, the following potentially dilutive shares were excluded from the computations as their effect was anti-dilutive:
2024
2023
2022
Unvested restricted shares
94,409
92,313
-
58
18. 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, at which time we received the following net proceeds:
Sales price prior to post-closing working capital adjustment
$
86,939
Less:
Amount held in escrow for contingencies related to representations and warranties (1)
1,000
Seller expenses paid at closing
418
Working capital adjustment paid to buyer
987
Net proceeds from the sale
$
84,534
(1)
This was held in escrow until the first anniversary of the sale, at which time the full amount was released to the Company on March 2, 2023.
The sales price was subject to customary post-closing working capital adjustments which were paid during the second half of fiscal 2022 and resulted in a pre-tax gain from the sale of Zenith of $ 52,534 .
The operations of our logistical services segment, which consisted entirely of the operations of Zenith, are presented in the accompanying consolidated statements of operations as discontinued operations.
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 totaled $ 114 and $ 358 at November 30, 2024 and November 25, 2023, respectively, and are included in accrued compensation and benefits and other current liabilities and accrued expenses in the accompanying condensed consolidated balance sheets.
The following table summarizes the major classes of line items constituting income of the discontinued operations, as reported in the consolidated statements of operations for fiscal 2022 (there was no income from discontinued operations in 2024 or 2023):
2022
Major line items constituting pretax income of discontinued operations:
Logistical services revenue
$
16,776
Cost of logistical services
15,001
Other loss, net
( 63
)
Income from operations of logistical services
1,712
Gain on disposal
52,534
Pretax income of discontinued operations
54,246
Income tax expense
14,261
Income from discontinued operations, net of tax
$
39,985
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 2022 prior to disposal. We have entered into a service agreement with J.B. Hunt for the continuation of these services for a period of seven years following the sale of Zenith. Subsequent to the sale, we incurred $ 22,721 , $ 26,125 and $ 27,604 of expense during fiscal 2024, 2023 and 2022, respectively, for the performance of logistical services.
59
The following table summarizes the cash flows generated by discontinued operations during 2022 (there were no cash flows from discontinued operation in 2024 or 2023):
2022 (1)
Cash provided by operating activities
$
1,681
Cash used in investing activities
( 81
)
Cash used in financing activities
( 371
)
Net cash provided by (used in) discontinued operations
$
1,229
(1)
Excludes net proceeds from the sale of Zenith.
19. Segment Information
We have strategically aligned our business into two 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 includes Lane 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.
In addition to the two reportable segments described above, we include our remaining business activities and assets in a reconciling category known as Corporate and other. This category 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 any of our operating segments that do not meet the requirements to be reportable segments. As of and for the periods ended November 30, 2024, November 25, 2023 and November 26, 2022, the only such operating segment included in Corporate and other is Noa Home, which was acquired on September 2, 2022. All sales reported in our Corporate and other category are attributable to Noa Home, which generated substantially all of its sales outside of the United States. During the second fiscal quarter of 2024 we concluded that Noa Home was not likely to achieve profitability in the foreseeable future and have ceased operations as of November 30, 2024 by selling the remaining inventory in an orderly fashion over the second half of fiscal 2024.
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.
Our former logistical services segment which represented the operations of Zenith is presented as a discontinued operation in the accompanying condensed consolidated statements of operations (see Note 18).
60
The following table presents segment information for each of the last three fiscal years:
2024
2023
2022
Sales Revenue
Wholesale sales of furniture and accessories
$
207,462
$
248,911
$
324,569
Less: Sales to retail segment
( 87,021
)
( 103,519
)
( 125,889
)
Wholesale sales to external customers
120,441
145,392
198,680
Retail sales of furniture and accessories
204,563
235,940
285,119
Corporate & Other - Noa Home
4,919
8,804
1,802
Consolidated net sales of furniture and accessories
$
329,923
$
390,136
$
485,601
Income (loss) from Continuing Operations before Income Taxes
Income (loss) from Continuing Operations
Wholesale
$
25,357
$
30,699
$
41,979
Retail
( 6,604
)
( 536
)
19,352
Net expenses - Corporate and other
( 28,456
)
( 29,926
)
( 30,997
)
Inter-company elimination
1,591
1,024
( 64
)
Asset impairment charges
( 5,515
)
-
-
Loss on contract abandonment
( 1,240
)
-
-
Loss upon realization of cumulative translation adjustment
( 962
)
-
-
Restructuring charges
( 440
)
-
-
Gain on revaluation of contingent consideration
-
1,013
-
Goodwill impairment charge
-
( 5,409
)
-
Gain on sale of real estate
-
-
4,595
Consolidated income (loss) from continuing operations
( 16,269
)
( 3,135
)
34,865
Interest income
2,673
2,528
302
Interest expense
( 30
)
( 22
)
( 38
)
Other loss, net
( 744
)
( 1,859
)
( 1,067
)
Consolidated income (loss) from continuing operations before income taxes
$
( 14,370
)
$
( 2,488
)
$
34,062
Depreciation and Amortization
Wholesale
$
2,424
$
2,455
$
2,410
Retail
4,850
5,502
5,750
Corporate and other
2,644
2,184
1,883
Discontinued operations
-
-
1,266
Consolidated
$
9,918
$
10,141
$
11,309
Capital Expenditures
Wholesale
$
1,108
$
2,295
$
5,509
Retail
2,759
9,877
10,549
Corporate and other
1,344
5,317
5,238
Consolidated
$
5,211
$
17,489
$
21,296
Identifiable Assets
Wholesale
$
88,533
$
99,004
$
125,433
Retail
158,084
166,604
162,222
Corporate and Other
94,553
104,816
118,618
Consolidated
$
341,170
$
370,424
$
406,273
See Note 20 for disaggregated revenue information regarding sales of furniture and accessories by product type for the wholesale and retail segments.
61
20. Revenue Recognition
Disaggregated revenue information for sales of furniture and accessories by product category for fiscal years 2024, 2023 and 2022, excluding intercompany transactions between our segments, is as follows:
2024
2023
2022
Wholesale
Retail
Corporate &
Other (2)
Total
Wholesale
Retail
Corporate &
Other (2)
Total
Wholesale
Retail
Corporate &
Other
Total
Bassett Custom Upholstery
$
79,344
$
111,943
$
-
$
191,287
$
89,005
$
134,000
$
-
$
223,005
$
124,565
$
163,755
$
-
$
288,320
Bassett Leather
15,705
4,990
-
20,695
26,701
1,951
-
28,652
35,953
1,707
-
37,660
Bassett Custom Wood
14,075
32,201
-
46,276
17,357
36,732
-
54,089
22,534
43,208
-
65,742
Bassett Casegoods
11,317
26,179
-
37,496
12,329
32,252
-
44,581
15,628
40,146
-
55,774
Accessories, mattresses and other (1)
-
29,250
4,919
34,169
-
31,005
8,804
39,809
-
36,303
1,802
38,105
Consolidated Furniture and Accessories revenue
$
120,441
$
204,563
$
4,919
$
329,923
$
145,392
$
235,940
$
8,804
$
390,136
$
198,680
$
285,119
$
1,802
$
485,601
(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)
Beginning with the fourth quarter of fiscal 2022, our Corporate and other reconciling category includes the sales of Noa Home, which was acquired on September 2, 2022 (see Note 3).
62
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.