Bassett Furniture Industries Inc 10-K for FY2023
Bassett Furniture Industries Inc (BSET)
About this 10-K
Bassett Furniture Industries Inc filed this 10-K on January 25, 2024, covering the fiscal year ended November 25, 2023 (FY2023).
Headline figures
Fiscal year ended November 25, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $390.14M
- down 19.7% from $485.6M a year earlier
- Net loss
- $3.17M
- compared with net income of $65.35M a year earlier
- Diluted EPS
- -$0.36
- compared with $6.96 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C., 20549
FORM
|
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended
OR
|
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from______to______
Commission File No.
(Exact name of registrant as specified in its charter)
|
|
|
|
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
|
|
|
|
(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act:
|
Title of each class: |
Trading Symbol |
Name of each exchange on which registered |
||
|
|
|
|
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act ☐ Yes ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ☐ Yes ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for at least the past 90 days. ☒
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large Accelerated Filer | ☐ | ☒ | ||
| Non-Accelerated Filer | ☐ | Smaller reporting company | ||
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued
its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12-b2 of the Exchange Act).
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of May 27, 2023 was $
The number of shares of the Registrant’s common stock outstanding on January 19, 2024 was
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Bassett Furniture Industries, Incorporated definitive Proxy Statement for its 2023 Annual Meeting of Stockholders to be held March 6, 2024, to be filed with the Securities and Exchange Commission pursuant to Regulation 14A under the Securities Exchange Act of 1934 (the “Proxy Statement”) are incorporated by reference into Part III of this Form 10-K.
TABLE OF CONTENTS
| FORWARD-LOOKING STATEMENTs | 1 | ||
| PART I | |||
| Item 1. | Business | 2 | |
| Item 1A. | Risk Factors | 7 | |
| Item 1B. | Unresolved Staff Comments | 9 | |
| Item 1C. | Cybersecurity | 9 | |
| Item 2. | Properties | 9 | |
| Item 3. | Legal Proceedings | 10 | |
| Item 4. | Mine Safety Disclosures | 10 | |
| Information about our Executive Officers | 10 | ||
| PART II | |||
| Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 11 | |
| Item 6. | [Reserved] | 11 | |
| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 12 | |
| Item 7A. | Quantitative and Qualitative Disclosures about Market Risk | 25 | |
| Item 8. | Financial Statements and Supplementary Data | 26 | |
| Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 61 | |
| Item 9A. | Controls and Procedures | 61 | |
| Item 9B. | Other Information | 63 | |
| Item 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 63 | |
| PART III | |||
| Item 10. | Directors, Executive Officers and Corporate Governance | 63 | |
| Item 11. | Executive Compensation | 63 | |
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 63 | |
| Item 13. | Certain Relationships and Related Transactions, and Director Independence | 63 | |
| Item 14. | Principal Accountant Fees and Services | 63 | |
| Item 15. | Exhibits | 64 | |
| Item 16. | Form 10-K Summary | 65 | |
| PART IV | |||
| SIGNATURES | 66 | ||
As used herein, unless the context otherwise requires, “Bassett,” the “Company,” “we,” “us” and “our” refer to Bassett Furniture Industries, Incorporated and its subsidiaries. References to 2023, 2022 and 2021 mean the fiscal years ended November 25,2023, November 26, 2022 and November 27, 2021. All three years contained 52 weeks.
SAFE-HARBOR, FORWARD-LOOKING STATEMENTS
This report contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to the financial condition, results of operations and business of Bassett Furniture Industries, Incorporated and subsidiaries. Such forward-looking statements are identified by use of forward-looking words such as “anticipates”, “believes”, “plans”, “estimates”, “expects”, “aimed” and “intends” or words or phrases of similar expression. These forward-looking statements involve certain risks and uncertainties. No assurance can be given that any such matters will be realized. Important factors, which should be read in conjunction with Item 1A “Risk Factors”, that could cause actual results to differ materially from those contemplated by such forward-looking statements include:
|
● |
fluctuations in the cost and availability of raw materials, fuel, labor, delivery costs and sourced products, including those which may result from supply chain disruptions and shortages and the imposition of new or increased duties, tariffs, retaliatory tariffs and trade limitations with respect to foreign-sourced products |
|
● |
competitive conditions in the home furnishings industry |
|
● |
overall retail traffic levels in stores and on the web and consumer demand for home furnishings |
|
● |
ability of our customers and consumers to obtain affordable credit due to increased interest rates |
|
● |
the profitability of the stores (independent licensees and Company-owned retail stores) which may result in future store closings |
|
● |
ability to implement our Company-owned retail strategies and realize the benefits from such strategies, including our initiatives to expand and improve our digital marketing and advertising capabilities, as they are implemented |
|
● |
the risk that we may not achieve the strategic benefits of our acquisition of Noa Home Inc. (“Noa Home”) |
|
● |
effectiveness and security of our information technology systems and possible disruptions due to cybersecurity threats, including any impacts from a network security incident; and the sufficiency of our insurance coverage, including cybersecurity insurance |
|
● |
future tax legislation, or regulatory or judicial positions |
|
● |
ability to efficiently manage the import supply chain to minimize business interruption |
|
● |
concentration of domestic manufacturing, particularly of upholstery products, and the resulting exposure to business interruption from accidents, weather and other events and circumstances beyond our control |
You should keep in mind that any forward-looking statement made by us in this report speaks only as of the date on which such forward-looking statement is made. New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they may affect us. We have no duty to, and do not intend to, update or revise the forward-looking statements in this report after the date hereof, except as may be required by law. In light of these risks and uncertainties, you should keep in mind that the events described in any forward-looking statement made in this report, might not occur.
PART I
ITEM 1. BUSINESS
(dollar amounts in thousands except per share data)
General
Bassett is a leading retailer, manufacturer and marketer of branded home furnishings. Our products are sold primarily through a network of Company-owned and licensee-owned branded stores under the Bassett Home Furnishings (“BHF”) name, with additional distribution through other wholesale channels including multi-line furniture stores, many of which feature Bassett galleries or design centers. We also sell our products through our newly redesigned website at www.bassettfurniture.com. We were founded in 1902 and incorporated under the laws of Virginia in 1930. Our rich 121-year history has instilled the principles of quality, value, and integrity in everything we do, while simultaneously providing us with the expertise to respond to ever-changing consumer tastes and meet the demands of a global economy.
With 87 BHF stores at November 25, 2023, we have leveraged our strong brand name in furniture into a network of Company-owned and licensed stores that focus on providing consumers with a friendly and casual environment for buying furniture and accessories. Our store program is designed to provide a single source home furnishings retail store that provides a unique combination of stylish, quality furniture and accessories with a high level of customer service. In order for the Bassett brand to reach markets that cannot be effectively served by our retail store network, we also distribute our products through other wholesale channels including multi-line furniture stores, many of which feature Bassett galleries or design centers. We use a network of over 30 independent sales representatives who have stated geographical territories. These sales representatives are compensated based on a standard commission rate. We believe this blended strategy provides us the greatest ability to effectively distribute our products throughout the United States and ultimately gain market share.
The BHF stores feature custom order furniture, free in-home or virtual design visits (“home makeovers”) and coordinated decorating accessories. Our philosophy is based on building strong long-term relationships with each customer. Salespeople are referred to as “Design Consultants” and are trained to evaluate customer needs and provide comprehensive solutions for their home decor. Until a rigorous training and design certification program is completed, Design Consultants are not authorized to perform in-home or virtual design services for our customers.
We consider our website to be the front door to our brand experience where customers can research our furniture and accessory offerings and subsequently buy online or engage with an in-store design consultant. Digital outreach strategies have become the primary vehicle for brand advertising and customer acquisition. As a result, we have been engaged in a multi-year cross-functional digital transformation initiative with the first phase consisting of the examination and improvement of our underlying data management processes. During fiscal 2022, we implemented a comprehensive Product Information Management system which allows us to enhance and standardize our product development and data management and governance processes. This results in more consistent data that our merchandizing and sales teams can use in analyzing various product and sales trends in order to make better informed decisions. We also introduced a new web platform in August of 2023 that leverages world class features including enhanced customer research capabilities and streamlined navigation. Since the debut of the new site, we have seen increased engagement with the brand through a greater number of page views per customer along with more time spent on the site. We have also seen an increase in average order value that has resulted in increased e-commerce revenue. We plan to implement several enhancements to the site in 2024 that will improve the overall customer experience and brand presentation. While we have made it easier to purchase on-line, we will not compromise our in-store experience or the quality of our in-home makeover capabilities. We spent over $4 million on developing and implementing the new website in 2023.
During the fourth quarter of fiscal 2022 we acquired Noa Home (see Note 3 to the Consolidated Financial Statements for additional information regarding the acquisition). A mid-priced e-commerce furniture retailer headquartered in Montreal, Canada, Noa Home has operations in Canada, Australia, Singapore and the United Kingdom. With a lean staffing model, the Noa Home team has built an operational blueprint that has the potential for significant growth. We believe the acquisition will provide Bassett with a greater online presence and will allow us to attract more digitally native consumers. We are currently in the process of expanding Noa Home’s product assortment and categories offered on the Canadian website. In August of 2023, we introduced the Noa Home brand in the United States.
In 2018, we added outdoor furniture to our offerings with the acquisition of the Lane Venture brand. Our strategy is to distribute these products outside of our BHF store network through independent sales representatives each of which have a stated geographic territory. Using Lane Venture as a platform, we developed the Bassett Outdoor brand that is only marketed through the BHF store network. This allows Bassett branded products to move from inside the home to outside the home to capitalize on the growing trend of outdoor living. In the second quarter of 2023, we debuted the Bassett Outdoor contract line at the HD Expo Show in Las Vegas targeting the hospitality segment.
We have factories in Newton, North Carolina that manufacture both stationary and motion upholstered furniture for inside the home along with our outdoor furniture offerings. We also have factories in Martinsville and Bassett, Virginia that assemble and finish our custom bedroom and dining offerings. In 2022, we purchased a facility which we had formerly leased in Haleyville, Alabama where we manufacture aluminum frames for our outdoor furniture.
In addition to the furniture that we manufacture domestically, we source most of our formal bedroom and dining room furniture (casegoods) and certain leather upholstery offerings from several foreign plants, primarily in Vietnam and China. Over 75% of our wholesale revenues are derived from products that are manufactured in the United States using a mix of domestic and globally sourced components and raw materials.
During the first quarter of 2022, we entered into a definitive agreement to sell substantially all of the assets of our wholly-owned subsidiary, Zenith Freight Lines, LLC (“Zenith”) to J.B. Hunt Transport Services, Inc. (“J.B. Hunt”), and the transaction was completed on February 28, 2022. As a result of the sale, the operations of our former logistical services segment, which consisted entirely of the operations of Zenith, are presented in this Annual Report on Form 10-K as discontinued operations.
Operating Segments
We have strategically aligned our business into three reportable segments:
|
● |
Wholesale |
|
● |
Retail—Company-owned stores |
|
● |
Corporate and other |
Wholesale Segment Overview
The wholesale segment is involved principally in the design, manufacturing and sourcing of furniture products that are distributed through our BHF store network (both Company-owned and licensee-owned stores) and various independent retailers. The wholesale furniture industry is very competitive and there are a large number of manufacturers both within and outside the United States who compete in the market on the basis of product quality, price, style, delivery and service. Additionally, many retailers source imported product directly, thus bypassing domestic furniture manufacturers and wholesale importers. We believe that we can be successful in the current competitive environment because our products represent excellent value combining attractive prices, quality and styling, prompt delivery, and superior service.
Wholesale shipments by category for the last three fiscal years, excluding intercompany sales to our retail segment, are summarized below:
|
2023 |
2022 |
2021 |
||||||||||||||||||||||||||||||||||||
|
External |
Intercompany |
Total |
External |
Intercompany |
Total |
External |
Intercompany |
Total |
||||||||||||||||||||||||||||||
|
Bassett Custom Upholstery |
$ | 89,005 | $ | 66,363 | $ | 155,368 | 62.4 | % | $ | 124,565 | $ | 82,437 | $ | 207,002 | 63.8 | % | $ | 105,445 | $ | 69,533 | $ | 174,978 | 59.2 | % | ||||||||||||||
|
Bassett Leather |
26,701 | 1,171 | 27,872 | 11.2 | % | 35,953 | 76 | 36,029 | 11.1 | % | 36,157 | 61 | 36,218 | 12.3 | % | |||||||||||||||||||||||
|
Bassett Custom Wood |
17,357 | 20,070 | 37,427 | 15.0 | % | 22,534 | 24,764 | 47,298 | 14.6 | % | 24,079 | 24,066 | 48,145 | 16.3 | % | |||||||||||||||||||||||
|
Bassett Casegoods |
12,329 | 15,915 | 28,244 | 11.3 | % | 15,628 | 18,612 | 34,240 | 10.5 | % | 17,378 | 18,610 | 35,988 | 12.2 | % | |||||||||||||||||||||||
|
Total |
$ | 145,392 | $ | 103,519 | $ | 248,911 | 100.0 | % | $ | 198,680 | $ | 125,889 | $ | 324,569 | 100.0 | % | $ | 183,059 | $ | 112,270 | $ | 295,329 | 100.0 | % | ||||||||||||||
Approximately 22% of our 2023 and 2022 wholesale sales were of imported product compared to 24% in 2020. We define imported product as fully finished product that is sourced. Our domestic product includes certain products that contain components which were also sourced. We continue to believe that a blended strategy including domestically produced products primarily of a custom-order nature combined with sourcing of major collections provides the best value and quality of products to our customers.
The dollar value of our wholesale backlog, representing orders received but not yet shipped to the BHF store network or independent dealers, was $18,478 at November 25, 2023 and $35,336 at November 26, 2022.
We use lumber, fabric, leather, foam and other materials in the production of wood and upholstered furniture. These components are purchased from a variety of domestic and international suppliers and are widely available. The price and availability of foam, which is highly dependent on the cost of oil and available capacity of oil refineries, can be subject to significant volatility from time to time.
Retail Segment Overview – Company-Owned Retail Stores
The retail—Company-owned stores segment consists of 56 BHF stores that provide consumers with a friendly and casual environment for buying furniture and accessories. The retail furniture industry remains very competitive and includes local furniture stores, regional furniture retailers, national department and chain stores, single-vendor branded retailers and on-line retailers. As a whole, our store network which includes 31 licensee-owned stores, ranks in the top 30 in retail furniture sales in the United States. The following table shows the number of Company-owned stores by state at November 25, 2023:
|
Number of |
Number of |
||||||||
|
State |
Stores |
State |
Stores |
||||||
|
Arizona |
3 |
Nevada |
1 | ||||||
|
Arkansas |
1 |
New Jersey |
2 | ||||||
|
California |
2 |
New York |
4 | ||||||
|
Connecticut |
3 |
North Carolina |
5 | ||||||
|
Delaware |
1 |
Ohio |
2 | ||||||
|
Florida |
4 |
Oklahoma |
1 | ||||||
|
Georgia |
3 |
Pennsylvania |
2 | ||||||
|
Kentucky |
1 |
South Carolina |
1 | ||||||
|
Maryland |
3 |
Tennessee |
1 | ||||||
|
Massachusetts |
1 |
Texas |
10 | ||||||
|
Missouri |
1 |
Virginia |
4 | ||||||
|
Total |
56 | ||||||||
Net sales for our Company-owned retail stores by major product category for the last three fiscal years are summarized below:
|
2023 |
2022 |
2021 |
||||||||||||||||||||||
|
Bassett Custom Upholstery |
$ | 134,000 | 56.8 | % | $ | 163,755 | 57.4 | % | $ | 139,527 | 56.3 | % | ||||||||||||
|
Bassett Leather |
1,951 | 0.8 | % | 1,707 | 0.6 | % | 226 | 0.1 | % | |||||||||||||||
|
Bassett Custom Wood |
36,732 | 15.6 | % | 43,208 | 15.2 | % | 30,931 | 12.5 | % | |||||||||||||||
|
Bassett Casegoods |
32,252 | 13.7 | % | 40,146 | 14.1 | % | 42,658 | 17.2 | % | |||||||||||||||
|
Accessories, mattresses & other (1) |
31,005 | 13.1 | % | 36,303 | 12.7 | % | 34,485 | 13.9 | % | |||||||||||||||
|
Total |
$ | 235,940 | 100.0 | % | $ | 285,119 | 100.0 | % | $ | 247,827 | 100.0 | % | ||||||||||||
|
(1) |
Includes sales of goods other than Bassett-branded products, such as accessories and bedding, and also includes the sale of furniture protection plans. |
We consider our website to be the front door to our brand experience where customers can research our furniture and accessory offerings and subsequently buy online or engage with an in-store design consultant. Customer acquisition resulting from our digital outreach strategies has increased our traffic to the website and our online orders. Digital advertising continued to dominate our marketing expenditures in 2023 as compared to traditional television and direct mail advertising. We plan to continue with increased levels of spending on digital advertising and outreach during 2024.
We also continue to re-examine the performance of every one of our stores. Store traffic has been declining and the effect on our retail model has become increasingly challenging. We believe that on a market-by-market basis, there will be fewer stores in the future. We will continue to evaluate store-by-store performance as we seek the optimal store count in the markets in which we compete at retail.
Corporate and Other
Corporate and other includes the shared costs of corporate functions such as treasury and finance, information technology, accounting, human resources, legal and others, including certain product development and marketing functions benefitting both wholesale and retail operations. We consider our corporate functions to be other business activities and have aggregated them with our other insignificant operating segment, Noa Home, acquired in late 2022.
Trademarks
Our trademarks, including “Bassett” and the names of some of our marketing divisions, products and collections, are significant to the conduct of our business. This is important due to consumer recognition of the names and identification with our broad range of products. Certain of our trademarks are licensed to independent retailers for use in full store and store gallery presentations of our products. We also own copyrights that are important in the conduct of our business.
Government Regulations
We believe that we have materially complied with all federal, state and local standards regarding safety, health and pollution and environmental controls.
We may also be affected by laws and regulations of countries from which we source goods. Labor, environmental and other laws and regulations change over time, especially in the developing countries from which we source. Changes in these areas of regulation could negatively impact the cost and availability of sourced goods. The timing and extent to which these regulations could have an adverse effect on our financial position or results of operations is difficult to predict. In addition, the imposition of new or increased duties, tariffs, retaliatory tariffs and trade limitations with respect to foreign-sourced products could negatively impact the cost of such goods. Based on the present facts, we do not believe that they will have a material adverse effect on our financial position or future results of operations.
Human Capital
We employed 1,389 people as of November 25, 2023. Our associate count represents a decrease of 172 from a year ago, 135 due to headcount reductions in our manufacturing facilities in response to business conditions, 22 primarily attributable to the reduction in the number of Company-owned retail stores and 15 related to the corporate overhead function. Headcount by segment is as follows:
|
● |
705 in the wholesale segment |
|
● |
496 in the retail segment |
|
● |
188 in the corporate and other segment |
We approach our workplace culture by being Invested… In Each Other, the tenets of which include fostering a workplace that promotes respect for each other, investing in our associates’ well-being, providing safe and comfortable work environments, offering opportunities to develop personally and professionally, being good stewards of the environment, and giving back to the communities in which we work and live. We believe that these investments are crucial to the success of our associates and our Company.
Workplace Respect
We value the diversity of our associates as an essential component in the way we do business. It continues to be Bassett’s policy to be equitable and impartial in our relations with our associates and to base all employment-related decisions upon valid, job-related factors, without regard to race, color, religion, national origin, age, sex, physical or mental disability, genetic information, veteran or other protected status. “Sex” includes gender identity and gender expression, transgender status, and pregnancy.
We continue to maintain and enforce our policy prohibiting discrimination and harassment in our workplace. Our managers are trained in how to prevent, recognize and respond to possible inappropriate behavior. Associates have several available avenues for reporting concerns, including a confidential hotline. We promptly and carefully investigate each complaint of harassment or discrimination. More details about our commitment to preventing discrimination and harassment in our workplaces are available on our website.
Quality of Life
We continue to invest in the physical and mental well-being of our associates, their spouses and their children.
|
● |
We offer several free online mental and behavioral health resources, with unlimited access to board-certified psychiatrists and licensed therapists. |
|
● |
Our wellness programs, including onsite health clinics, personalized health coaching, mental health counseling, and incentivized healthy lifestyle choices, are designed to improve associate health and reduce healthcare costs for both the associate and the Company. |
|
● |
We provide opportunities for our associates to meet with a certified financial planner for personalized retirement planning and budget counseling. |
|
● |
We offer comprehensive benefit plans including Company subsidized health insurance, 401(k) Plan with Company matching contributions, and paid time off. We believe our benefit plans are competitive and meet the needs of most of our associates. |
Work Environment
Our investments in our facilities continue, which improve our associates’ safety and comfort, and increase efficiency. These include:
|
● |
Completed renovations to the break area and restrooms at our Haleyville, Alabama manufacturing facility. |
|
● |
Updated air-handling systems at our Newton, North Carolina upholstery facilities, which improved air circulation and quality. |
|
● |
Renovated the break area at our Martinsville, Virginia plant. |
|
● |
Continued with lighting improvements at our Bassett, Virginia facility. |
We completed associate focus group meetings at our manufacturing locations, which solicited input for improving our facilities and work-life balance.
Professional Development
We offer opportunities to our associates for educational and skill development, including:
|
● |
Tuition reimbursement for associates who desire to further their education. |
|
● |
Online training for managers, with classes completed monthly. |
|
● |
Training for customer-facing associates designed to enhance the in-store and follow up experiences for our customers. |
Environmental and Civic Responsibility
Representing our commitment to sustainably sourced hardwoods, each Arbor Day since 2021, over 30 of our associates travel to central Ohio to take part in the planting of Appalachian hardwood seedlings. This event is hosted by our BenchMade supply partners, and over 170,000 trees have been planted to date – and counting. Additionally, we remain committed to our recycling efforts. Materials recycled in 2023 include:
|
Tons |
Tons |
||||||||
|
Wood dust |
1,770 |
Fabric scraps |
184 | ||||||
|
Paper/cardboard |
129 |
Metal/electronics |
97 | ||||||
|
Wood pallets |
85 |
Finishing materials |
50 | ||||||
Our partnership with the Stephen Siller Tunnels2Towers Foundation, which began in 2019, continued last year as we furnished five smart homes built for wounded veterans and first responders. Additionally, our associates and Bassett have a long history of supporting the United Way both financially and by volunteering with United Way supported agencies.
Major Customers
Our risk exposure related to our customers, consisting primarily of trade accounts receivable along with certain guarantees, net of recognized reserves, totaled approximately $15,636 and $19,709 at November 25, 2023 and November 22, 2022, respectively. At November 25, 2023 and November 26, 2022, approximately 35% and 31%, respectively, of the aggregate risk exposure, net of reserves, was attributable to five customers. In fiscal 2023, 2022 and 2021, no customer accounted for more than 10% of total consolidated net sales.
Available Information
We file our annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the public at the SEC’s website at www.sec.gov.
Through our website, www.bassettfurniture.com, we make available free of charge as soon as reasonably practicable after electronically filing or furnishing with the SEC, our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments thereto.
ITEM 1A. RISK FACTORS
The following risk factors should be read carefully in connection with evaluating our business and the forward-looking information contained in this Annual Report on Form 10-K. The risk factors below represent what we believe are the known material risk factors with respect to us and our business. Any of the following risks could materially adversely affect our business, operations, industry, financial position or future financial results.
Risks Related to Our Retail Operations
We face a volatile retail environment and changing economic conditions that may further adversely affect consumer demand and spending.
Historically, the home furnishings industry has been subject to cyclical variations in the general economy and to uncertainty regarding future economic prospects. Should current economic conditions weaken, the current rate of housing starts decline, or rising inflation persist, consumer confidence and demand for home furnishings could deteriorate which could adversely affect our business through its impact on the performance of our Company-owned stores, as well as our licensees and the ability of a number of them to meet their obligations to us.
Our retail stores face significant competition from national, regional and local retailers of home furnishings, including increasing on-line competition via the internet.
The retail market for home furnishings is highly fragmented and intensely competitive. We currently compete against a diverse group of retailers, including national department stores, regional or independent specialty stores, and dedicated franchises of furniture manufacturers. National mass merchants such as Costco also have limited product offerings. We also compete with retailers that market products through store catalogs and the internet. In addition, there are few barriers to entry into our current and contemplated markets, and new competitors may enter our current or future markets at any time. We have also seen increasing competition from retailers offering consumers the ability to purchase home furnishings via the internet for home delivery, and this trend is expected to continue. Our existing competitors or new entrants into our industry may use a number of different strategies to compete against us, including aggressive advertising, pricing and marketing, extension of credit to customers on terms more favorable than we offer, and expansion into markets where we currently operate. Competition from any of these sources could cause us to lose market share, revenues and customers, increase expenditures or reduce prices, any of which could have a material adverse effect on our results of operations.
Our licensee-owned stores may not be able to meet their obligations to us.
We have a significant amount of accounts receivable attributable to our network of licensee-owned stores. We also guarantee two leases of one of our licensees. If these stores do not generate the necessary level of sales and profits, the licensees may not be able to fulfill their obligations to us resulting in additional bad debt expenses and real estate related losses.
We may incur significant future losses due to our recent acquisition of Noa Home
If expected growth trends in Noa Home’s revenue fail to materialize, we may be unable to recover our investment in Noa Home, including any additional financial support we may find necessary to provide. This may result in significant operating losses from Noa Home which could have an adverse impact on our future cash flows and results of operations.
Risks Related to Our Brand and Product Offerings
Failure to successfully anticipate or respond to changes in consumer tastes and trends in a timely manner could adversely impact our business, operating results and financial condition.
Sales of our furniture are dependent upon consumer acceptance of our designs, styles, quality and price. As with all retailers, our business is susceptible to changes in consumer tastes and trends. We attempt to monitor changes in consumer tastes and home design trends through attendance at international industry events and fashion shows, internal marketing research, and communication with our retailers and design consultants who provide valuable input on consumer tendencies. However, such tastes and trends can change rapidly and any delay or failure to anticipate or respond to changing consumer tastes and trends in a timely manner could adversely impact our business, operating results and financial condition.
In addition, certain suppliers may require extensive advance notice of our requirements in order to produce products in the quantities we desire. This long lead time may require us to place orders far in advance of the time when certain products will be offered for sale, thereby exposing us to risks relating to shifts in consumer demand and trends, and any downturn in the U.S. economy.
Our success depends upon our brand, marketing and advertising efforts and pricing strategies, and if we are not able to maintain and enhance our brand, or if we are not successful in these efforts and strategies, our business and operating results could be adversely affected.
Maintaining and enhancing our brand is critical to our ability to expand our base of customers and drive increased traffic at both Company-owned and licensee-owned stores and to our website. Digital advertising and outreach continue to dominate our marketing expenditures. We also invested heavily in our website and e-commerce. We cannot provide assurance that our marketing, advertising and other efforts to promote and maintain awareness of our brand will not require us to incur substantial costs. If these efforts are unsuccessful or we incur substantial costs in connection with these efforts, our business, operating results and financial condition could be adversely affected.
Risks Related to Material Sourcing and Supply
Our use of foreign sources of production for a portion of our products exposes us to certain additional risks associated with international operations.
Our use of foreign sources for the supply of certain of our products exposes us to risks associated with overseas sourcing. These risks are related to government regulation, volatile ocean freight costs, delays in shipments, extended lead time in ordering. Governments in the foreign countries where we source our products may change their laws, regulations and policies, including those related to tariffs and trade barriers, investments, taxation and exchange controls which could make it more difficult to service our customers resulting in an adverse effect on our earnings.
Fluctuations in the price, availability and quality of raw materials could result in increased costs or cause production delays which might result in a decline in sales, either of which could adversely impact our earnings.
We use various types of wood, foam, fibers, fabrics, leathers, and other raw materials in manufacturing our furniture. Certain of our raw materials, including fabrics, are purchased both abroad and domestically. Fluctuations in the price, availability and quality of raw materials could result in increased costs or a delay in manufacturing our products, which in turn could result in a delay in delivering products to our customers. For example, lumber prices fluctuate over time based on factors such as weather and demand, which in turn impact availability. There is no guarantee that we will be able to successfully pass along additional cost increases as they arise and rising inflation could have an adverse impact upon consumer demand for discretionary items such as home furnishings. Production delays or upward trends in raw material prices could result in lower sales or margins, thereby adversely impacting our earnings.
Risks Related to Electronic Data Processing and Digital Information
We rely extensively on computer systems to process transactions, summarize results and manage our business. Disruptions in both our primary and back-up systems could adversely affect our business and operating results.
Our primary and back-up computer systems are subject to damage or interruption from power outages, computer and telecommunications failures, computer viruses, security breaches, natural disasters and errors by employees. Though losses arising from some of these issues would be covered by insurance, interruptions of our critical business computer systems or failure of our back-up systems could reduce our sales or result in longer production times. If our critical business computer systems or back-up systems are damaged or cease to function properly, we may have to make a significant investment to repair or replace them.
We have previously and may continue in the future to incur costs resulting from security risks we face in connection with our electronic processing, storage and transmission of confidential information whether on computer systems maintained on our internal network or by third parties that may host certain of our systems. We may also incur reputational harm resulting from these security risks.
We accept electronic payment cards in our stores and also gather certain personal identifiable information in the processing of our retail sales transactions. Certain of these transactions were processed through our e-commerce site that was hosted and maintained by a third party that was subject to at least one data breach. We have subsequently moved our e-commerce site to another provider that we believe provides greater overall security. We also store and process confidential information pertaining to our employees and other third parties on our networks. We have and may in the future become subject to claims for purportedly fraudulent transactions arising out of the actual or alleged theft of credit or debit card information. In addition, if there were a disclosure of confidential information provided by, or concerning, our employees, customers or other third parties, including through inadvertent disclosure, unapproved dissemination, or unauthorized access, our reputation could be harmed, and we could be subject to civil or criminal liability and regulatory actions. Proceedings related to theft of credit or debit card information may be brought by payment card providers, banks and credit unions that issue cards, cardholders (either individually or as part of a class action lawsuit) and federal and state regulators. Any such proceedings could distract our management from running our business and cause us to incur significant unplanned losses and expenses. Consumer perception of our brand could also be negatively affected by these events, which could further adversely affect our results and prospects.
|
ITEM 1B. |
UNRESOLVED STAFF COMMENTS |
None.
|
ITEM 1C. |
CYBERSECURITY |
Not applicable because the Company’s fiscal year ended prior to December 15, 2023.
|
ITEM 2. |
PROPERTIES |
We own the following facilities, by segment:
Wholesale Segment:
|
Facility |
Location |
|
Bassett Wood Division |
Martinsville, Va. |
|
Bassett Wood Division |
Bassett, Va. |
|
Bassett Upholstery Division |
Newton, N.C. |
| Bassett Upholstery Division | Haleyville, Alabama |
|
3 Warehouses |
Bassett, Va. |
In general, these facilities are suitable and are considered to be adequate for the continuing operations involved. All facilities are in regular use and provide adequate capacity for our manufacturing and warehousing needs. In addition to the owned properties shown above, we lease facilities in Newton, North Carolina for the manufacturing of upholstered furniture and the manufacturing and warehousing operations of Lane Venture and Bassett Outdoor.
Retail Segment:
Real estate associated with our retail segment consists of eight owned locations with an aggregate square footage of 203,465 and a net book value of $24,279. These stores are located as follows:
| Concord, North Carolina | Greensboro, North Carolina |
| Greenville, South Carolina | Fredericksburg, Virginia |
| Houston, Texas | Louisville, Kentucky |
| Knoxville, Tennessee | Tampa, Florida (opened in the first quarter of fiscal 2024) |
Of these locations, two are subject to land leases. Our remaining 49 store locations are leased from third parties. In addition to retail stores, we also lease thirteen locations for use as regional warehouses and home delivery distribution centers.
Corporate and Other Segment:
We own our corporate office building, which includes an annex, located in Bassett, Va. Noa Home does not own any property or buildings and is not party to any real estate leases.
See Note 15 to the Consolidated Financial Statements included under Item 8 of this Annual Report for more information with respect to our operating lease obligations.
ITEM 3. LEGAL PROCEEDINGS
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
INFORMATION ABOUT OUR EXECUTIVE OFFICERS
John E. Bassett III, 65, has been with the Company since 1981 and served in various wood manufacturing and product sourcing capacities, including Vice President, Wood Manufacturing; Vice-President, Global Sourcing from 2001 to 2007 and Vice President, Wood in 2008. He was appointed Senior Vice President, Wood in 2009. In 2019, he was also promoted to the position of Senior Vice President, Chief Operations Officer.
Bruce R. Cohenour, 65, has been with the Company since 2011, starting as Senior Vice President of Upholstery Merchandising. In 2013, he was promoted to Senior Vice President of Sales and Merchandising. In 2019, he was appointed Senior Vice President, Chief Sales Officer. Prior to joining Bassett, Mr. Cohenour was with Hooker Furniture Corp. from 2007 through 2010, last serving as President of the Case Goods Division.
J. Michael Daniel, 62, joined the Company in 2007 as Corporate Controller. From April 2009 through December 2009, he served as Corporate Controller and Interim Chief Financial Officer. In January 2010, he was appointed Vice President and Chief Accounting Officer. In January 2013, he was promoted to Senior Vice President and Chief Financial Officer. In 2019, he was also promoted to the position of Senior Vice President, Chief Financial and Administrative Officer.
Jay R. Hervey, Esq., 64, has served as the General Counsel, Vice President and Secretary for the Company since 1997.
Robert H. Spilman, Jr., 67, has been with the Company since 1984. Since 2000, he has served as Chief Executive Officer and President, and in 2016 also became the Chairman of the Board of Directors.
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information:
Bassett’s common stock trades on the NASDAQ global select market system under the symbol “BSET.” We had approximately 6,600 beneficial stockholders at January 22, 2024.
Issuer Purchases of Equity Securities:
We are authorized to repurchase Company stock under a plan which was originally announced in 1998. On March 9, 2022, the Board of Directors increased the remaining limit of the repurchase plan to $40,000. The repurchase program does not include a specific timetable or price targets and may be suspended or terminated at any time. Shares may be purchased through open market or privately negotiated transactions at the discretion of management based on its evaluation of prevailing market conditions and other factors. The following table summarizes the stock repurchase activity for the three months ended November 25, 2023, and the approximate dollar value of shares that may yet be repurchased pursuant to our stock repurchase program:
|
Total Shares Purchased |
Average Price Paid |
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs |
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs |
|||||||||||||
|
August 27 - September 30, 2023 |
8,559 | $ | 14.02 | 8,559 | $ | 21,823 | ||||||||||
|
October 1 - October 28, 2023 |
- | $ | - | - | $ | 21,823 | ||||||||||
|
October 29 - November 25, 2023 |
- | $ | - | - | $ | 21,823 | ||||||||||
ITEM 6. [RESERVED]
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Amounts in thousands except share and per share data)
Overview
Bassett is a leading retailer, manufacturer and marketer of branded home furnishings. Our products are sold primarily through a network of Company-owned and licensee-owned branded stores under the Bassett Home Furnishings (“BHF”) name, with additional distribution through other wholesale channels including multi-line furniture stores, many of which feature Bassett galleries or design centers. We also sell our products through our newly redesigned website at www.bassettfurniture.com. We were founded in 1902 and incorporated under the laws of Virginia in 1930. Our rich 121-year history has instilled the principles of quality, value, and integrity in everything we do, while simultaneously providing us with the expertise to respond to ever-changing consumer tastes and meet the demands of a global economy.
With 87 BHF stores at November 25, 2023, we have leveraged our strong brand name in furniture into a network of Company-owned and licensed stores that focus on providing consumers with a friendly and casual environment for buying furniture and accessories. Our store program is designed to provide a single source home furnishings retail store that provides a unique combination of stylish, quality furniture and accessories with a high level of customer service. In order for the Bassett brand to reach markets that cannot be effectively served by our retail store network, we also distribute our products through other wholesale channels including multi-line furniture stores, many of which feature Bassett galleries or design centers. We use a network of over 30 independent sales representatives who have stated geographical territories. These sales representatives are compensated based on a standard commission rate. We believe this blended strategy provides us the greatest ability to effectively distribute our products throughout the United States and ultimately gain market share.
The BHF stores feature custom order furniture, free in-home or virtual design visits (“home makeovers”) and coordinated decorating accessories. Our philosophy is based on building strong long-term relationships with each customer. Salespeople are referred to as “Design Consultants” and are trained to evaluate customer needs and provide comprehensive solutions for their home decor. Until a rigorous training and design certification program is completed, Design Consultants are not authorized to perform in-home or virtual design services for our customers.
We consider our website to be the front door to our brand experience where customers can research our furniture and accessory offerings and subsequently buy online or engage with an in-store design consultant. Digital outreach strategies have become the primary vehicle for brand advertising and customer acquisition. As a result, we have been engaged in a multi-year cross-functional digital transformation initiative with the first phase consisting of the examination and improvement of our underlying data management processes. During fiscal 2022, we implemented a comprehensive Product Information Management system which allows us to enhance and standardize our product development and data management and governance processes. This results in more consistent data that our merchandizing and sales teams can use in analyzing various product and sales trends in order to make better informed decisions. We also introduced a new web platform in August of 2023 that leverages world class features including enhanced customer research capabilities and streamlined navigation. Since the debut of the new site, we have seen increased engagement with the brand through a greater number of page views per customer along with more time spent on the site. We have also seen an increase in average order value that has resulted in increased e-commerce revenue. We plan to implement several enhancements to the site in 2024 that will improve the overall customer experience and brand presentation. While we have made it easier to purchase on-line, we will not compromise our in-store experience or the quality of our in-home makeover capabilities. We spent over $4 million on developing and implementing the new website in 2023.
During the fourth quarter of fiscal 2022 we acquired Noa Home for $5,878 cash plus contingent consideration of $1,375 (see Note 3 to the Consolidated Financial Statements for additional information regarding the acquisition). A mid-priced e-commerce furniture retailer headquartered in Montreal, Canada, Noa Home has operations in Canada, Australia, Singapore and the United Kingdom. With a lean staffing model, the Noa Home team has built an operational blueprint that has the potential for significant growth. We believe the acquisition will provide Bassett with a greater online presence and will allow us to attract more digitally native consumers. We are currently in the process of expanding Noa Home’s product assortment and categories offered on the Canadian website. In August of 2023, we introduced the Noa Home brand in the United States.
In 2018, we added outdoor furniture to our offerings with the acquisition of the Lane Venture brand. Our strategy is to distribute these products outside of our BHF store network through independent sales representatives each of which have a stated geographic territory. Using Lane Venture as a platform, we developed the Bassett Outdoor brand that is only marketed through the BHF store network. This allows Bassett branded products to move from inside the home to outside the home to capitalize on the growing trend of outdoor living. In the second quarter of 2023, we debuted the Bassett Outdoor contract line at the HD Expo Show in Las Vegas targeting the hospitality segment.
We have factories in Newton, North Carolina that manufacture both stationary and motion upholstered furniture for inside the home along with our outdoor furniture offerings. We also have factories in Martinsville and Bassett, Virginia that assemble and finish our custom bedroom and dining offerings. In 2022, we purchased a facility which we had formerly leased in Haleyville, Alabama where we manufacture aluminum frames for our outdoor furniture.
In addition to the furniture that we manufacture domestically, we source most of our formal bedroom and dining room furniture (casegoods) and certain leather upholstery offerings from several foreign plants, primarily in Vietnam and China. Over 75% of our wholesale revenues are derived from products that are manufactured in the United States using a mix of domestic and globally sourced components and raw materials.
Sale of the Assets of Zenith Freight Lines, LLC
During the first quarter of 2022, we entered into a definitive agreement to sell substantially all of the assets of our wholly-owned subsidiary, Zenith, to J.B. Hunt for $86,939 in cash. On February 28, 2022 the transaction was completed with us receiving $85,521 after the payment of $418 in certain transaction costs and the funding of $1,000 held in escrow, which was released to us on the first anniversary of the sale. The final purchase price was subject to a customary post-closing working capital adjustment, which was settled in the amount of $987 resulting in a pre-tax gain of $52,534 on this transaction. As a result of the sale, the operations of our former logistical services segment, which consisted entirely of the operations of Zenith, are presented in the accompanying condensed consolidated statements of income and in the following discussion as discontinued operations.
Analysis of Continuing Operations
The following discussion provides an analysis of our results of operations and reasons for material changes therein for fiscal year 2023 as compared to fiscal year 2022. It also compares fiscal year 2022 to fiscal year 2021 for the wholesale segment and the corporate and other segment due to changes in those segments as of the beginning of fiscal 2023. For additional analysis of the fiscal year 2022 results as compared to fiscal year 2021, see “Analysis of Operations” in Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations in the Company’s 2022 Annual Report on Form 10-K, filed with the SEC on January 24, 2023.
Net sales revenue, cost of furniture and accessories sold, selling, general and administrative (“SG&A”) expense, other charges, and income from operations were as follows for the years ended November 25, 2023, November 26, 2022 and November 27, 2021:
|
Comparative Change |
||||||||||||||||||||||||||||||||||||||||
|
2023 vs 2022 |
2022 vs 2021 |
|||||||||||||||||||||||||||||||||||||||
|
2023 |
2022 |
2021 |
Dollars |
Percent |
Dollars |
Percent |
||||||||||||||||||||||||||||||||||
|
Net sales of furniture and accessories |
$ | 390,136 | 100.0 | % | $ | 485,601 | 100.0 | % | $ | 430,886 | 100.0 | % | $ | (95,465 | ) | -19.7 | % | $ | 54,715 | 12.7 | % | |||||||||||||||||||
|
Cost of furniture and accessories sold |
183,648 | 47.1 | % | 237,262 | 48.9 | % | 209,799 | 48.7 | % | (53,614 | ) | -22.6 | % | 27,463 | 13.1 | % | ||||||||||||||||||||||||
|
Gross profit |
206,488 | 52.9 | % | 248,339 | 51.1 | % | 221,087 | 51.3 | % | (41,851 | ) | -16.9 | % | 27,252 | 12.3 | % | ||||||||||||||||||||||||
|
SG&A |
205,227 | 52.6 | % | 218,069 | 44.9 | % | 196,830 | 45.7 | % | (12,842 | ) | -5.9 | % | 21,239 | 10.8 | % | ||||||||||||||||||||||||
|
Goodwill impairment charge |
5,409 | 1.4 | % | - | 0.0 | % | - | 0.0 | % | 5,409 | NM | - | NM | |||||||||||||||||||||||||||
|
Gain on revalutation of contingent consideration |
1,013 | 0.3 | % | - | 0.0 | % | - | 0.0 | % | 1,013 | NM | - | NM | |||||||||||||||||||||||||||
|
Gain on sale of real estate |
- | 0.0 | % | 4,595 | 0.9 | % | - | 0.0 | % | (4,595 | ) | -100.0 | % | 4,595 | NM | |||||||||||||||||||||||||
|
Income (loss) from continuing operations |
$ | (3,135 | ) | -0.8 | % | $ | 34,865 | 7.1 | % | $ | 24,257 | 5.6 | % | $ | (38,000 | ) |
N/M |
$ | 10,608 |
N/M |
||||||||||||||||||||
Our consolidated net sales by segment were as follows:
|
2023 |
2022 |
2021 |
Dollars |
Percent |
Dollars |
Percent |
||||||||||||||||||||||
|
Sales Revenue |
||||||||||||||||||||||||||||
|
Wholesale sales of furniture and accessories |
$ | 248,911 | $ | 324,569 | $ | 295,329 | $ | (75,658 | ) | -23.3 | % | $ | 29,240 | 9.9 | % | |||||||||||||
|
Less: Sales to retail segment |
(103,519 | ) | (125,889 | ) | (112,270 | ) | 22,370 | -17.8 | % | (13,619 | ) | 12.1 | % | |||||||||||||||
|
Wholesale sales to external customers |
145,392 | 198,680 | 183,059 | (53,288 | ) | -26.8 | % | 15,621 | 8.5 | % | ||||||||||||||||||
|
Retail sales of furniture and accessories |
235,940 | 285,119 | 247,827 | (49,179 | ) | -17.2 | % | 37,292 | 15.0 | % | ||||||||||||||||||
|
Corporate & Other |
8,804 | 1,802 | - | 7,002 | 388.6 | % | 1,802 | NM | ||||||||||||||||||||
|
Consolidated net sales of furniture and accessories |
$ | 390,136 | $ | 485,601 | $ | 430,886 | $ | (95,465 | ) | -19.7 | % | $ | 54,715 | 12.7 | % | |||||||||||||
Total sales revenue for the year ended November 25, 2023, decreased $95,465 or approximately 20% from the prior year period primarily due to decreases in wholesale shipments to both the open market and the BHF store network and decreases in retail delivered sales, partially offset by increased revenue in our Corporate and Other segment from Noa Home.
Gross margins for the year ended November 25, 2023, increased 180 basis points from 2022 primarily due to higher-margin retail sales constituting a larger share of total sales in 2023 as compared to the prior year period coupled with margin improvement in the wholesale segment.
SG&A expenses as a percentage of sales for the year ended November 25, 2023 increased 770 basis points from 2022 primarily due to the deleverage of fixed costs caused by lower sales volumes.
During the year ended November 25, 2023, we recognized a goodwill impairment charge of $5,409 and a gain of $1,013 resulting from the write-down of our contingent consideration obligation both of which are associated with the acquisition of Noa Home. See Note 3 to the condensed consolidated financial statements. During the year ended November 26, 2022, we recognized a gain of $4,595 from the sale of the real estate at a former retail location in Houston, Texas.
Certain other items affecting comparability between fiscal 2023 and 2022 are discussed below in “Other Items Affecting Net Income”.
Segment Information
Beginning in fiscal 2023, we strategically aligned our business into three 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. |
|
● |
Corporate and other – Corporate and other includes the shared costs of corporate functions such as treasury and finance, information technology, accounting, human resources, legal and others, including certain product development and marketing functions benefitting both wholesale and retail operations. We consider our corporate functions to be other business activities and have aggregated them with our other insignificant operating segment, the recently acquired Noa Home. |
Inter-company net sales elimination represents the elimination of wholesale sales to our Company-owned stores. Inter-company income elimination includes the embedded wholesale profit in the Company-owned store inventory that has not been realized. These profits will be recorded when merchandise is delivered to the retail consumer. The inter-company income elimination also includes rent paid by our retail stores occupying Company-owned real estate.
Prior to the beginning of fiscal 2023, the functions included in Corporate and other were included in our wholesale reportable segment, and Noa Home was included in our retail reportable segment for the fourth quarter of fiscal 2022 following its acquisition on September 2, 2022. We believe that the new alignment of our reporting segments provides our chief operating decision maker with clearer information with which to assess the operating results of our wholesale segment. Noa Home does not meet the requirements to be a separate reportable segment. The segment information presented below has been restated to reflect the new alignment of our reportable segments.
Our former logistical services segment which represented the operations of Zenith is now presented as a discontinued operation.
Reconciliation of Segment Results to Consolidated Results of Operations
To supplement the financial measures prepared in accordance with GAAP, we present gross profit by segment inclusive of the effects of intercompany sales by our wholesale segment to our retail segment. Because these intercompany transactions are not eliminated from our segment presentations and because we do not present gross profit as a measure of segment profitability in the accompanying condensed consolidated financial statements, the presentation of gross profit by segment is considered to be a non-GAAP financial measure. In addition, certain special gains or charges that are included in consolidated income from operations are not included in the measures of segment profitability. The reconciliation of this non-GAAP financial measure to the most directly comparable financial measure calculated and presented in accordance with GAAP is presented below along with the effects of various other intercompany eliminations on our consolidated results of operations.
|
Year Ended November 25, 2023 |
||||||||||||||||||||||||||
|
GAAP |
||||||||||||||||||||||||||
|
Non-GAAP Presentation |
Presentation |
|||||||||||||||||||||||||
|
Corporate & |
Special |
|||||||||||||||||||||||||
|
Wholesale |
Retail |
Other |
Eliminations |
Items |
Consolidated |
|||||||||||||||||||||
|
Net sales of furniture and accessories |
$ | 248,911 | $ | 235,940 | $ | 8,804 | $ | (103,519 | ) | (1) | $ | - | $ | 390,136 | ||||||||||||
|
Cost of furniture and accessories sold |
171,394 | 111,769 | 4,002 | (103,517 | ) | (2) | - | 183,648 | ||||||||||||||||||
|
Gross profit |
77,517 | 124,171 | 4,802 | (2 | ) | (3) | - | 206,488 | ||||||||||||||||||
|
SG&A expense |
46,818 | 124,707 | 34,728 | (1,026 | ) | (4) | - | 205,227 | ||||||||||||||||||
|
Goodwill impairment charge |
- | - | - | - | (5,409 | ) | (5) | (5,409 | ) | |||||||||||||||||
|
Gain on revaluation of contingent consideration |
- | - | - | - | 1,013 | (6) | 1,013 | |||||||||||||||||||
|
Income from continuing operations |
$ | 30,699 | $ | (536 | ) | $ | (29,926 | ) | $ | 1,024 | $ | (4,396 | ) | $ | (3,135 | ) | ||||||||||
|
Year Ended November 26, 2022 |
||||||||||||||||||||||||||
|
GAAP |
||||||||||||||||||||||||||
|
Non-GAAP Presentation |
Presentation |
|||||||||||||||||||||||||
|
Corporate & |
Special |
|||||||||||||||||||||||||
|
Wholesale |
Retail |
Other |
Eliminations |
Items |
Consolidated |
|||||||||||||||||||||
|
Net sales of furniture and accessories |
$ | 324,569 | $ | 285,119 | $ | 1,802 | $ | (125,889 | ) | (1) | $ | - | $ | 485,601 | ||||||||||||
|
Cost of furniture and accessories sold |
225,300 | 135,699 | 972 | (124,709 | ) | (2) | - | 237,262 | ||||||||||||||||||
|
Gross profit |
99,269 | 149,420 | 830 | (1,180 | ) | (3) | - | 248,339 | ||||||||||||||||||
|
SG&A expense |
57,290 | 130,068 | 31,827 | (1,116 | ) | (4) | - | 218,069 | ||||||||||||||||||
|
Gain on sale of real estate |
- | - | - | - | 4,595 | (7) | 4,595 | |||||||||||||||||||
|
Income from continuing operations |
$ | 41,979 | $ | 19,352 | $ | (30,997 | ) | $ | (64 | ) | $ | 4,595 | $ | 34,865 | ||||||||||||
|
Year Ended November 27, 2021 |
||||||||||||||||||||||||||
|
GAAP |
||||||||||||||||||||||||||
|
Non-GAAP Presentation |
Presentation |
|||||||||||||||||||||||||
|
Corporate & |
Special |
|||||||||||||||||||||||||
|
Wholesale |
Retail |
Other |
Eliminations |
Items |
Consolidated |
|||||||||||||||||||||
|
Net sales of furniture and accessories |
$ | 295,329 | $ | 247,827 | $ | - | $ | (112,270 | ) | (1) | $ | - | $ | 430,886 | ||||||||||||
|
Cost of furniture and accessories sold |
202,424 | 119,602 | - | (112,227 | ) | (2) | - | 209,799 | ||||||||||||||||||
|
Gross profit |
92,905 | 128,225 | - | (43 | ) | (3) | - | 221,087 | ||||||||||||||||||
|
SG&A expense |
48,959 | 124,301 | 24,829 | (1,259 | ) | (4) | - | 196,830 | ||||||||||||||||||
|
Income (loss) from continuing operations |
$ | 43,946 | $ | 3,924 | $ | (24,829 | ) | $ | 1,216 | $ | - | $ | 24,257 | |||||||||||||
Notes to Segment Consolidation Table:
(1) Represents the elimination of sales from our wholesale segment to our Company-owned BHF stores.
(2) Represents the elimination of purchases by our Company-owned BHF stores from our wholesale segment.
(3) Represents the change in the elimination of intercompany profit in inventory.
(4) Represents the elimination of rent paid by our retail stores occupying Company-owned real estate.
(5) Represents a non-cash charge for the impairment of goodwill associated with our Noa Home reporting unit.
(6) Represents the gain resulting from the write-down of the contingent consideration payable on the acquisition of Noa Home.
(7) Represents the gain on the sale of the real estate at a former retail location.
Wholesale Segment
Net sales, gross profit, SG&A expense and operating income for our Wholesale Segment were as follows for the fiscal years ended November 25, 2023, November 26, 2022 and November 27, 2021:
|
Comparative Change |
||||||||||||||||||||||||||||||||||||||||
|
2023 vs 2022 |
2022 vs 2021 |
|||||||||||||||||||||||||||||||||||||||
|
2023 |
2022 |
2021 |
Dollars |
Percent |
Dollars |
Percent |
||||||||||||||||||||||||||||||||||
|
Net sales |
$ | 248,911 | 100.0 | % | $ | 324,569 | 100.0 | % | $ | 295,329 | 100.0 | % | $ | (75,658 | ) | -23.3 | % | $ | 29,240 | 9.9 | % | |||||||||||||||||||
|
Gross profit (1) |
77,517 | 31.1 | % | 99,269 | 30.6 | % | 92,905 | 31.5 | % | (21,752 | ) | -21.9 | % | 6,364 | 6.9 | % | ||||||||||||||||||||||||
|
SG&A |
46,818 | 18.8 | % | 57,290 | 17.7 | % | 48,959 | 16.6 | % | (10,472 | ) | -18.3 | % | 8,331 | 17.0 | % | ||||||||||||||||||||||||
|
Income from operations |
$ | 30,699 | 12.3 | % | $ | 41,979 | 12.9 | % | $ | 43,946 | 14.9 | % | $ | (11,280 | ) | -26.9 | % | $ | (1,967 | ) | -4.5 | % | ||||||||||||||||||
|
(1) |
Gross profit at the segment level is considered a Non-GAAP financial measure due to the included effects of intercompany transactions. Refer to the reconciliation of segment results to consolidated results of operations presented above. |
Wholesale shipments by category for the fiscal years ended November 25, 2023, November 26, 2022 and November 27, 2021 are summarized below:
|
2023 |
2022 |
2021 |
||||||||||||||||||||||||||||||||||||||||||||||
|
External |
Intercompany |
Total |
External |
Intercompany |
Total |
External |
Intercompany |
Total |
||||||||||||||||||||||||||||||||||||||||
|
Bassett Custom Upholstery |
$ | 89,005 | $ | 66,363 | $ | 155,368 | 62.4 | % | $ | 124,565 | $ | 82,437 | $ | 207,002 | 63.8 | % | $ | 105,445 | $ | 69,533 | $ | 174,978 | 59.2 | % | ||||||||||||||||||||||||
|
Bassett Leather |
26,701 | 1,171 | 27,872 | 11.2 | % | 35,953 | 76 | 36,029 | 11.1 | % | 36,157 | 61 | 36,218 | 12.3 | % | |||||||||||||||||||||||||||||||||
|
Bassett Custom Wood |
17,357 | 20,070 | 37,427 | 15.0 | % | 22,534 | 24,764 | 47,298 | 14.6 | % | 24,079 | 24,066 | 48,145 | 16.3 | % | |||||||||||||||||||||||||||||||||
|
Bassett Casegoods |
12,329 | 15,915 | 28,244 | 11.3 | % | 15,628 | 18,612 | 34,240 | 10.5 | % | 17,378 | 18,610 | 35,988 | 12.2 | % | |||||||||||||||||||||||||||||||||
|
Total |
$ | 145,392 | $ | 103,519 | $ | 248,911 | 100.0 | % | $ | 198,680 | $ | 125,889 | $ | 324,569 | 100.0 | % | $ | 183,059 | $ | 112,270 | $ | 295,329 | 100.0 | % | ||||||||||||||||||||||||
Fiscal 2023 as Compared to Fiscal 2022
Net sales for the year ended November 25, 2023 decreased $75,658 or 23% from the prior year period due to a 17% decrease in shipments to the BHF store network, a 26% decrease in shipments to the open market and 30% decrease in shipments of Lane Venture product. These decreases were the result of reduced demand for home furnishings following the significant increase during the COVID period. Gross margins for the year ended November 25, 2023 increased 50 basis points compared to the prior year period primarily due to increased margins in our Custom Upholstery business as we were able to recognize a greater portion of previously implemented price increases in current period sales coupled with improved overall product warranty and returns experience and overall lower unit costs as measured on a last-in, first-out (LIFO) basis. These margin improvements were partially offset by lower margins in the Bassett Leather business due to increased product discounting and excess and obsolete reserve charges. As the Bassett Leather product line is internationally sourced with extended lead times, we received significant amounts of inventory during the second and third quarters of 2022 just as product demand was weakening due to the market downturn in home furnishings. Also, the ocean freight costs associated with the majority of the product received was at significantly higher costs than are currently being realized on current product receipts. We expect margins for the Bassett Leather product to moderate during the first half of 2024 with a return to normal margins in the third quarter of 2024. Margins in the Bassett Casegoods business were lower due primarily to realizing the high freight costs incurred during mid-2022 in the results of operations for the current period. Margins improved over the back half of 2023 with margins for the fourth quarter of 2023 comparable to the fourth quarter of 2022. Lastly, margins for Bassett Custom Wood products were lower in 2023 from the prior year due to lower sales volume. SG&A expenses as a percentage of sales increased 110 basis points primarily due to reduced leverage of fixed costs from decreased sales, partially offset by lower fixed overhead spending.
Fiscal 2022 as Compared to Fiscal 2021
Net sales for the year ended November 26, 2022 increased $29,240 or 9.9% from the prior year period due to a 13% increase in shipments to both the BHF store network, a 32% increase in shipments of Lane Venture product and a 3.8% increase in shipments to the open market. Gross margins for the year ended November 26, 2022 declined 90 basis points compared to the prior year period as we experienced significant increases in material and other production costs. In addition, we experienced reduced margins in our Bassett Leather product line due to price discounting during the last half of the year. As this product line is internationally sourced with extended lead times, we received significant amounts of inventory during the second and third quarters of 2022 just as product demand was weakening due to the market downturn in home furnishings. Also, the ocean freight costs associated with the majority of the product received was at significantly higher costs than are currently being realized on current product receipts. All of these cost increases were partially offset by greater leverage of fixed costs due to higher sales volumes. SG&A expenses as a percentage of sales increased 110 basis points primarily due to increased logistics and warehouse costs and higher bad debt expenses, partially offset by greater leverage of fixed costs from increased sales volumes.
The dollar value of our wholesale backlog, representing orders received but not yet shipped to the BHF store network or independent dealers, was $18,478 at November 25, 2023 and $35,336 at November 26, 2022.
Retail Segment – Company Owned Stores
Net sales, gross profit, SG&A expense, and operating income (loss) for our retail segment were as follows for the fiscal years ended November 25, 2023, November 26, 2022 and November 27, 2021:
|
Comparative Change |
||||||||||||||||||||||||||||||||||||||||
|
2023 vs 2022 |
2022 vs 2021 |
|||||||||||||||||||||||||||||||||||||||
|
2023 |
2022 |
2021 |
Dollars |
Percent |
Dollars |
Percent |
||||||||||||||||||||||||||||||||||
|
Net sales |
$ | 235,940 | 100.0 | % | $ | 285,119 | 100.0 | % | $ | 247,827 | 100.0 | % | $ | (49,179 | ) | -17.2 | % | $ | 37,292 | 15.0 | % | |||||||||||||||||||
|
Gross profit (1) |
124,171 | 52.6 | % | 149,420 | 52.4 | % | 128,225 | 51.7 | % | (25,249 | ) | -16.9 | % | 21,195 | 16.5 | % | ||||||||||||||||||||||||
|
SG&A |
124,707 | 52.9 | % | 130,068 | 45.6 | % | 124,301 | 50.2 | % | (5,361 | ) | -4.1 | % | 5,767 | 4.6 | % | ||||||||||||||||||||||||
|
Income (loss) from operations |
$ | (536 | ) | -0.2 | % | $ | 19,352 | 6.8 | % | $ | 3,924 | 1.6 | % | $ | (19,888 | ) | -102.8 | % | $ | 15,428 | NM | |||||||||||||||||||
|
(1) |
Gross profit at the segment level is considered a Non-GAAP financial measure due to the included effects of intercompany transactions. Refer to the reconciliation of segment results to consolidated results of operations presented above. |
Retail sales by major product category for the fiscal years ended November 25, 2023, November 26, 2022 and November 27, 2021were as follows:
|
2023 |
2022 |
2021 |
||||||||||||||||||||||
|
Bassett Custom Upholstery |
$ | 134,000 | 56.8 | % | $ | 163,755 | 57.4 | % | $ | 139,527 | 56.3 | % | ||||||||||||
|
Bassett Leather |
1,951 | 0.8 | % | 1,707 | 0.6 | % | 226 | 0.1 | % | |||||||||||||||
|
Bassett Custom Wood |
36,732 | 15.6 | % | 43,208 | 15.2 | % | 30,931 | 12.5 | % | |||||||||||||||
|
Bassett Casegoods |
32,252 | 13.7 | % | 40,146 | 14.1 | % | 42,658 | 17.2 | % | |||||||||||||||
|
Accessories, mattresses & other (1) |
31,005 | 13.1 | % | 36,303 | 12.7 | % | 34,485 | 13.9 | % | |||||||||||||||
|
Total |
$ | 235,940 | 100.0 | % | $ | 285,119 | 100.0 | % | $ | 247,827 | 100.0 | % | ||||||||||||
|
(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. |
Fiscal 2023 as Compared to Fiscal 2022
Net sales for the year ended November 25, 2023 decreased $49,179 or approximately 17% from the prior year. Written sales (the value of sales orders taken but not delivered) declined 16% from fiscal 2022. Gross margins for the year ended November 25, 2023 increased by 20 basis points as compared to the prior year period as lower margins from store closure sales in the current year were offset by improved margins on in-line goods and lower unit costs as measured on a LIFO basis. SG&A expenses as a percentage of sales for the year ended November 25, 2023 increased 730 basis points primarily due to decreased leverage of fixed costs from lower sales volumes.
Retail backlog at November 25, 2023 was $30,902 compared to $51,041 at November 26, 2022.
Corporate and Other
Revenues, costs and expenses of corporate and other for the fiscal years ended November 25, 2023, November 26, 2022 and November 27, 2021 are as follows:
|
Comparative Change |
||||||||||||||||||||||||||||||||||||||||
|
2023 vs 2022 |
2022 vs 2021 |
|||||||||||||||||||||||||||||||||||||||
|
2023 |
2022 |
2021 |
Dollars |
Percent |
Dollars |
Percent |
||||||||||||||||||||||||||||||||||
|
Net sales |
$ | 8,804 | 3.7 | % | $ | 1,802 | 0.6 | % | $ | - | 0.0 | % | $ | 7,002 | 388.6 | % | $ | 1,802 | NM | |||||||||||||||||||||
|
Gross profit |
4,802 | 2.0 | % | 830 | 0.3 | % | - | 0.0 | % | 3,972 | 478.6 | % | 830 | NM | ||||||||||||||||||||||||||
|
SG&A |
34,728 | 14.7 | % | 31,827 | 11.2 | % | 24,829 | 10.0 | % | 2,901 | 9.1 | % | 6,998 | 28.2 | % | |||||||||||||||||||||||||
|
Income (loss) from operations |
$ | (29,926 | ) | -12.7 | % | $ | (30,997 | ) | -10.9 | % | $ | (24,829 | ) | -10.0 | % | $ | 1,071 | 3.5 | % | $ | (6,168 | ) | NM | |||||||||||||||||
Fiscal 2023 as Compared to Fiscal 2022
The increases in sales and gross profit over the prior year period were due to the acquisition of Noa Home on September 2, 2022. The $2,901 increase in SG&A expenses was primarily due to the addition of Noa Home, partially offset by lower corporate incentive compensation and other corporate overhead expenses.
Fiscal 2022 as Compared to Fiscal 2021
The increases in sales and gross profit over the prior year period were due to the acquisition of Noa Home on September 2, 2022. The $6,998 decrease in SG&A expenses was primarily due to higher corporate overhead spending in 2022 including increased employee compensation costs and sales and marketing expenses, along with the fact that there was no SG&A expense associated with Noa Home in 2021.
Discontinued Operations - Logistical Services
Revenues, operating expenses and income from operations for our logistical services segment were as follows for the fiscal years ended November 25, 2023, November 26, 2022 and November 27, 2021:
|
Comparative Change |
||||||||||||||||||||||||||||||||
|
2022 vs 2021 |
||||||||||||||||||||||||||||||||
|
2023 |
2022 |
2021 |
Dollars |
Percent |
||||||||||||||||||||||||||||
|
Logistical services revenue |
$ | - | 0.0 | % | $ | 16,776 | 100.0 | % | $ | 55,648 | 100.0 | % | $ | (38,872 | ) | -69.9 | % | |||||||||||||||
|
Cost of logistical services |
- | 0.0 | % | 15,001 | 89.4 | % | 53,905 | 96.9 | % | (38,904 | ) | -72.2 | % | |||||||||||||||||||
|
Other loss, net |
- | 0.0 | % | (63 | ) | -0.4 | % | (260 | ) | -0.5 | % | 197 | -75.8 | % | ||||||||||||||||||
|
Income from discontinued operations |
$ | - | 0.0 | % | $ | 1,712 | 10.2 | % | $ | 1,483 | 2.7 | % | $ | 229 | 15.4 | % | ||||||||||||||||
Analysis of Discontinued Operations – Logistical Services
The amounts shown above represent the results of Zenith’s business transactions with third parties.
Zenith charged Bassett $9,121 for logistical services provided to our wholesale segment during the year ended November 26, 2022, and $31,329 and $26,967 for fiscal 2021 and 2020, respectively. These shipping and handling costs are included in selling, general and administrative expenses in the accompanying condensed consolidated statements of income. We 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 have incurred $26,125 and $27,604 of expense for the years ended November 25, 2023 and November 26, 2022, respectively, for the performance of logistical services by J.B. Hunt.
Other Items Affecting Net Income (Loss)
Other items affecting net income (loss) for fiscal 2023 and 2022 are as follows:
|
2023 |
2022 |
2021 |
||||||||||
|
Interest income (1) |
$ | 2,528 | $ | 302 | $ | 48 | ||||||
|
Interest expense (2) |
(22 | ) | (38 | ) | (33 | ) | ||||||
|
Net periodic pension costs (3) |
(496 | ) | (489 | ) | (422 | ) | ||||||
|
Net gains (cost) of company-owned life insurance (4) |
(572 | ) | 161 | (364 | ) | |||||||
|
Other |
(791 | ) | (739 | ) | (729 | ) | ||||||
|
Total other loss, net |
$ | 647 | $ | (803 | ) | $ | (1,500 | ) | ||||
|
(1) |
Consists of interest income arising from our short-term investments and interest-bearing cash equivalents. The increase in interest income for fiscal 2023 as compared with fiscal 2022 was due primarily to higher interest rates paid on certificates of deposit. See Note 4 to the Consolidated Financial Statements for additional information regarding our investments in certificates of deposit. |
|
(2) |
The interest expense in fiscal 2023 and 2022 is attributable to finance leases for computer and office equipment. See Note 15 to the Consolidated Financial Statements for additional information regarding our leases. |
|
(3) |
Represents the portion of net periodic pension costs not included in income from operations. See Note 10 to the Consolidated Financial Statements for additional information related to our defined benefit pension plans. |
|
(4) |
Includes a gain arising from death benefits from Company-owned life insurance of $1,441 in fiscal 2022. |
Provision for Income taxes
We recorded an income tax provision on pre-tax income from continuing operations of $683, $8,702, and $5,836 in fiscal 2023, 2022 and 2021, respectively. Our effective tax rate of (27.5%) for 2023 differs from the federal statutory rate of 21.0% due to the non-taxable goodwill impairment and non-taxable gain on revaluation of contingent consideration both of which are associated with the acquisition of Noa Home, increases in the valuation allowance placed on deferred tax assets resulting from pre-tax losses in foreign tax jurisdictions associated with Noa Home and the effects of state income taxes and various permanent differences. Our effective tax rate of 25.5% for 2022 differs from the federal statutory rate of 21.0% due to the effects of state income taxes and various permanent differences.
We have net deferred tax assets of $4,645 as of November 25, 2023, which, upon utilization, are expected to reduce our cash outlays for income taxes in future years. It will require approximately $18,000 of future taxable income to utilize our net deferred tax assets.
Liquidity and Capital Resources
We are committed to maintaining a strong balance sheet in order to weather difficult industry conditions, to allow us to take advantage of opportunities as market conditions improve, and to execute our long-term retail strategies.
Cash Flows
Cash provided by operations for the year ended November 25, 2023 was $18,724 compared to cash used in operations of $2,970 for the year ended November 26, 2022, representing an increase of $21,694 in cash flows from operations. Cash provided by the operating activities of our discontinued operations was $1,681 in fiscal 2022. Excluding the decline in operating cash flow from discontinued operations, cash flows from continuing operations increased $23,375 as compared to the prior year period. This increase was primarily the result of reductions in our inventory on hand partially offset by lower income from continuing operations and other changes in working capital.
During the year ended November 25, 2023, we spent $17,489 on purchases of property and equipment primarily consisting of expenditures related to our digital transformation project, upfit of the new Tampa, Florida store that opened January 12, 2024, the opening of the Inwood Village store in Dallas, Texas, the remodel of the Austin, Texas store and the remodeling of two other stores in the Dallas, Texas market. We also paid $5,982 in dividends during the year, a $14,180 decrease from 2022 as the prior year included a $1.50 per share special dividend. Finally, we repurchased 252,054 shares spending $4,176 during the current year, a $10,946 decrease compared to the prior period. As of November 25, 2023, $21,823 remains available for future purchases under our stock repurchase plan. With cash and cash equivalents and short-term investments totaling $70,182 on hand at November 25, 2023, expected future operating cash flows and the availability under our credit line noted below, we believe we have sufficient liquidity to fund operations for the foreseeable future.
Debt and Other Obligations
Bank Credit Facility
Our bank credit facility provides for a line of credit of up to $25,000. At November 25, 2023, we had $3,731 outstanding under standby letters of credit against our line, leaving availability under our credit line of $21,269. The line bears interest at the One-Month Term Secured Overnight Financing Rate (“One-Month Term SOFR”) plus 1.5% and is unsecured. Our bank charges a fee of 0.25% on the daily unused balance of the line, payable quarterly. Under the terms of the facility, we must maintain the following financial covenants, measured quarterly on a rolling twelve-month basis:
|
● |
Consolidated fixed charge coverage ratio of not less than 1.4 times, |
|
● |
Consolidated lease-adjusted leverage ratio not to exceed 3.0 times, and |
|
● |
Minimum tangible net worth of $140,000. |
Due to our results of operations in 2023, we were not in compliance with certain of these covenants at the end of the year. Consequently, our bank agreed to reduce the consolidated fixed charge coverage ratio to 1.0 times and increase the consolidated lease-adjusted leverage ratio to 3.75 times, as defined, for the year ended November 25, 2023 and the quarter ended March 2, 2024. We were in compliance with the amended covenants at November 25, 2023 and expect to be in compliance at March 2, 2024. The respective ratios revert back to the previous values for the quarter ended June 1, 2024. We are in negotiations with our bank and plan to have an amended, restated or new agreement with a similar line of credit in place by the end of the second quarter of 2024.
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. The total future minimum lease payments for leases with terms in excess of one year at November 25, 2023 is $140,405 the present value of which is $116,529 and is included in our accompanying consolidated balance sheet at November 25, 2023. We were contingently liable under licensee lease obligation guarantees in the amount of $1,845 at November 25, 2023. The remaining terms under these lease guarantees range from approximately one to five years. See Note 15 to our consolidated financial statements for a schedule of future cash payments on our lease obligations and additional details regarding our leases and lease guarantees.
We provide post-employment benefits to certain current and former executives and management level employees of the Company. Included among these benefits are two defined-benefit plans with a combined projected benefit obligation of $6,979 at November 25, 2023. See Note 10 to our consolidated financial statements for a projection of future benefit payments under these plans from 2024 through 2033. We also have deferred compensation plans with a total liability of $4,316 at November 25, 2023, the current portion of which is $329. See Note 10 to our consolidated financial statements for additional information regarding these plans.
Dividends and Share Repurchases
During fiscal 2023, we declared and paid four quarterly dividends totaling $5,982, or $0.68 per share. During fiscal 2023, we repurchased 252,054 shares of our stock for $4,176 under our share repurchase program. The weighted-average effect of these share repurchases on basic earnings per share from continuing operations was approximately $0.01 per share. On March 9, 2022, our Board of Directors increased the remaining limit of the repurchase plan to $40,000. The approximate dollar value that may yet be purchased pursuant to our stock repurchase program as of November 25, 2023 was $21,283.
Capital Expenditures
We currently anticipate that total capital expenditures for fiscal 2024 will be between $12 million and $14 million, which will be used for the for remodeling various retail stores and additional investments in information technology, including enhancements to our new website. Our capital expenditure and working capital requirements in the foreseeable future may change depending on many factors, including but not limited to the overall performance of the store program, our rate of growth, our operating results and any adjustments in our operating plan needed in response to industry conditions, competition or unexpected events. We believe that our existing cash, together with cash from operations, will be sufficient to meet our capital expenditure and working capital requirements for the foreseeable future.
Fair Value Measurements
We account 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 involving the valuation of business acquisitions (see Note 3 to the Consolidated Financial Statements), goodwill impairments (see Note 8 to the Consolidated Financial Statements) and asset impairments (see Note 14 to the Consolidated Financial Statements) have utilized Level 3 inputs.
Off-Balance Sheet Arrangements
We utilize stand-by letters of credit in the procurement of certain goods in the normal course of business. We lease land and buildings that are primarily used in the operation of our retail BHF stores and distribution facilities as well as certain manufacturing facilities in our upholstery operations. We have guaranteed certain lease obligations of licensee operators as part of our retail strategy. See Note 15 to the Consolidated Financial Statements, included in Item 8 of this Annual Report on Form 10-K, for further discussion of lease guarantees, including descriptions of the terms of such commitments and methods used to mitigate risks associated with these arrangements.
Contingencies
We are involved in various claims and litigation as well as environmental matters, which arise in the normal course of business. Although the final outcome of these legal and environmental matters cannot be determined, based on the facts presently known, it is our opinion that the final resolution of these matters will not have a material adverse effect on our financial position or future results of operations.
Critical Accounting Policies and Estimates
Our consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) which requires that certain estimates and assumptions be made that affect the amounts and disclosures reported in those financial statements and the related accompanying notes. Actual results could differ from these estimates and assumptions. We use our best judgment in valuing these estimates and may, as warranted, solicit external advice. Estimates are based on current facts and circumstances, prior experience and other assumptions believed to be reasonable. The following critical accounting policies, some of which are impacted significantly by judgments, assumptions and estimates, affect our consolidated financial statements.
Revenue Recognition - We recognize revenue when we transfer promised goods to our customers in an amount that reflects the consideration that we expect to receive in exchange for those goods. 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 $22,788 and $35,963 as of November 25, 2023 and November 26, 2022, respectively. Substantially all of the customer deposits held at November 26, 2022 related to performance obligations satisfied during fiscal 2023 and have therefore been recognized in revenue for the year ended November 25, 2023. Estimates for returns and allowances have been recorded as a reduction of revenue based on our historical return patterns. 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.
Allowance for credit losses - We maintain an allowance for credit losses for estimated losses resulting from the inability of our customers to make required payments. Our accounts receivable reserves were $535 and $1,261 at November 25, 2023 and November 26, 2022, respectively, representing 3.7% and 6.6% of our gross accounts receivable balances at those dates, respectively. The allowance for credit losses is based on a review of specifically identified customer 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. Although actual losses have not differed materially from our previous estimates, future losses could differ from our current estimates. Unforeseen events such as a licensee or customer bankruptcy filing could have a material impact on our results of operations.
Inventories - Inventories accounted for under the first-in, first out (“FIFO”) method are stated at the lower of cost or net realizable value, and inventory accounted for under the last-in, first out method (“LIFO”) is stated at the lower of cost or market. Cost is determined for domestic furniture inventories, excluding outdoor furniture products, using the LIFO method. The cost of imported inventories, domestic outdoor furniture products and Noa Home product inventories is determined on a FIFO basis. We estimate an inventory reserve for excess quantities and obsolete items based on specific identification and historical write-offs, taking into account future demand and market conditions. Our reserves for excess and obsolete inventory were $5,183 and $5,167 at November 25, 2023 and November 26, 2022, respectively, representing 7.6% and 5.8%, respectively, of our inventories on a LIFO basis. If actual demand or market conditions in the future are less favorable than those estimated, additional inventory write-downs may be required.
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 – Company-Owned Stores, and 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 (as amended by Accounting Standards Update No. 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment). 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 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. For the annual test of the goodwill performed as of the beginning of the fourth quarter of fiscal 2023 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 as the difficult environment for companies selling furniture on the web resulted in Noa Home performing well below initial projections and expectations. 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, 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.
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. At November 25, 2023, our indefinite-lived intangible assets other than goodwill consist of trade names acquired in the acquisitions of Lane Venture and Noa Home and have a carrying value of $8,675.
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. At November 25, 2023 our definite-lived intangible assets consist of customer relationships acquired in the acquisition of Lane Venture with a carrying value of $175.
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 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. 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. Right of use assets under operating leases are written down to their estimated fair value. Our estimates of the fair value of the impaired right of use assets include 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.
Recent Accounting Pronouncements
See Note 2 to our Consolidated Financial Statements regarding the impact or potential impact of recent accounting pronouncements upon our financial position and results of operations.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to market risk from changes in the value of foreign currencies. Substantially all of our purchases outside of North America are denominated in U.S. dollars. Therefore, we believe that gains or losses resulting from changes in the value of foreign currencies relating to foreign purchases not denominated in U.S. dollars would not be material to our results from operations in fiscal 2023. We are also exposed to foreign currency market risk through our investment in Noa Home. Our investment in Noa Home is subject to changes in the value of the Canadian dollar versus the U.S. dollar. Additionally, Noa Home is exposed to other local currency fluctuation risk through its operations in Australia, Singapore, the United States and the United Kingdom. The impact of currency fluctuations on our financial position and results of operations since the acquisition of Noa Home on September 2, 2022 has not been significant.
We are exposed to market risk from changes in the cost of raw materials used in our manufacturing processes, principally wood, woven fabric, and foam products. The cost of foam products, which are petroleum-based, is sensitive to changes in the price of oil.
We are also exposed to commodity price risk related to diesel fuel prices for fuel used in our retail segment for home delivery as well as through amounts we are charged for logistical services by our service providers. We manage our exposure to that risk primarily through the application of fuel surcharges to our customers.
We have potential exposure to market risk related to conditions in the commercial real estate market. Our retail real estate holdings of $24,279 and $21,164 at November 25, 2023 and November 26, 2022, respectively, for Company-owned stores, consisting of eight locations with a total of 203,465 square feet of space, could suffer significant impairment in value if we are forced to close additional stores and sell or lease the related properties during periods of weakness in certain markets. Additionally, if we are required to assume responsibility for payment under the lease obligations of $1,845 and $1,880 which we have guaranteed on behalf of licensees as of November 25, 2023 and November 26, 2022, respectively, we may not be able to secure sufficient sub-lease income in the current market to offset the payments required under the guarantees. We are also exposed to risk related to conditions in the commercial real estate rental market with respect to the right-of-use assets we carry on our balance sheet for leased retail store locations and warehouse facilities. At November 25, 2023, the unamortized balance of such right-of-use assets totaled $100,565. Should we have to close or otherwise abandon one of these leased locations, we could incur additional impairment charges if rental market conditions do not support a fair value for the right of use asset in excess of its carrying value.
ITEM 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 25, 2023 and November 26, 2022, 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 25, 2023, 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 25, 2023 and November 26, 2022, and the results of its operations and its cash flows for each of the three years in the period ended November 25, 2023, 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 25, 2023, 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 January 25, 2024 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 accounts or disclosures to which it relates.
Measurement of Reserves for Excess and Obsolete Inventories
| Measurement of Reserves for Excess and Obsolete Inventories | |
|
|
|
|
Description of the Matter |
At November 25, 2023, the Company’s inventories were $63.0 million. As discussed in Note 2 and Note 6 to the consolidated financial statements, cost for 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. Reserves for excess and obsolete inventories are determined based upon historical write-offs, forecasted future demand, market conditions and, for domestic manufactured furniture, the respective valuations at LIFO. |
| Auditing management’s lower of cost or net realizable value or market determination for excess or obsolete inventories was complex due to the highly judgmental nature and estimation uncertainty in determining future demand and market conditions. | |
|
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 reserves for excess and obsolete inventories. For example, we tested controls over management’s review of the calculation of reserves for excess and obsolete inventories which included their review of the significant assumptions described above. |
| Our audit procedures to test the reserves for excess and obsolete inventories included, among others, testing the completeness and accuracy of the underlying data used in management’s analyses. We evaluated the reasonableness of management’s assumptions by performing a retrospective review of the prior year assumptions to actual activity, including write-off history. 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 sensitivity analyses of significant assumptions to evaluate the impact that changes would have on the inventory reserves. 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
January 25, 2024
Consolidated Balance Sheets
Bassett Furniture Industries, Incorporated and Subsidiaries
November 25, 2023 and November 26, 2022
(In thousands, except share and per share data)
|
2023 |
2022 |
|||||||
|
Assets |
||||||||
|
Current assets |
||||||||
|
Cash and cash equivalents |
$ | $ | ||||||
|
Short-term investments |
||||||||
|
Accounts receivable, net of allowance for credit losses of $ |
||||||||
|
Inventories |
||||||||
|
Recoverable income taxes |
||||||||
|
Other current assets |
||||||||
|
Total current assets |
||||||||
|
Property and equipment, net |
||||||||
|
Other long-term assets |
||||||||
|
Deferred income taxes, net |
||||||||
|
Goodwill and other intangible assets |
||||||||
|
Right of use assets under operating leases |
||||||||
|
Other |
||||||||
|
Total other long-term assets |
||||||||
|
Total assets |
$ | $ | ||||||
|
Liabilities and Stockholders’ Equity |
||||||||
|
Current liabilities |
||||||||
|
Accounts payable |
$ | $ | ||||||
|
Accrued compensation and benefits |
||||||||
|
Customer deposits |
||||||||
|
Current portion of operating lease obligations |
||||||||
|
Other accrued liabilities |
||||||||
|
Total current liabilities |
||||||||
|
Long-term liabilities |
||||||||
|
Post employment benefit obligations |
||||||||
|
Long-term portion of operating lease obligations |
||||||||
|
Other long-term liabilities |
||||||||
|
Total long-term liabilities |
||||||||
|
Commitments and Contingencies |
|
|
||||||
|
Stockholders’ equity |
||||||||
|
Common stock, $ |
||||||||
|
Retained earnings |
||||||||
|
Additional paid-in-capital |
||||||||
|
Accumulated other comprehensive income (loss) |
||||||||
|
Total stockholders' equity |
||||||||
|
Total liabilities and stockholders’ equity |
$ | $ | ||||||
The accompanying notes to consolidated financial statements are an integral part of these statements.
Consolidated Statements of Operations
Bassett Furniture Industries, Incorporated and Subsidiaries
For the years ended November 25, 2023, November 26, 2022, and November 27, 2021
(In thousands, except per share data)
|
2023 |
2022 |
2021 |
||||||||||
|
Net sales of furniture and accessories |
$ | $ | $ | |||||||||
|
Cost of furniture and accessories sold |
||||||||||||
|
Gross profit |
||||||||||||
|
Selling, general and administrative expenses |
||||||||||||
|
Goodwill impairment charge |
||||||||||||
|
Gain on revaluation of contingent consideration |
||||||||||||
|
Gain on sale of real estate |
||||||||||||
|
Income (loss) from continuing operations |
( |
) | ||||||||||
|
Interest income |
||||||||||||
|
Interest expense |
( |
) | ( |
) | ( |
) | ||||||
|
Other loss, net |
( |
) | ( |
) | ( |
) | ||||||
|
Income (loss) from continuing operations before income taxes |
( |
) | ||||||||||
|
Income tax expense |
||||||||||||
|
Income (loss) from continuing operations |
( |
) | ||||||||||
|
Discontinued operations: |
||||||||||||
|
Income from operations of logistical services |
||||||||||||
|
Gain on disposal |
||||||||||||
|
Income tax expense |
||||||||||||
|
Income from discontinued operations |
||||||||||||
|
Net income (loss) |
$ | ( |
) | $ | $ | |||||||
|
Basic earnings (loss) per share: |
||||||||||||
|
Income (loss) from continuing operations |
$ | ( |
) | $ | $ | |||||||
|
Income from discontinued operations |
||||||||||||
|
Basic earnings (loss) per share |
$ | ( |
) | $ | $ | |||||||
|
Diluted earnings (loss) per share: |
||||||||||||
|
Income (loss) from continuing operations |
$ | ( |
) | $ | $ | |||||||
|
Income from discontinued operations |
||||||||||||
|
Diluted earnings (loss) per share |
$ | ( |
) | $ | $ | |||||||
|
Dividends per share |
||||||||||||
|
Regular dividends |
$ | $ | $ | |||||||||
|
Special dividend |
$ | $ | $ | |||||||||
The accompanying notes to consolidated financial statements are an integral part of these statements.
Consolidated Statements of Comprehensive Income (Loss)
Bassett Furniture Industries, Incorporated and Subsidiaries
For the years ended November 25, 2023, November 26, 2022, and November 27, 2021
(In thousands)
|
2023 |
2022 |
2021 |
||||||||||
|
Net income (loss) |
$ | ( |
) | $ | $ | |||||||
|
Other comprehensive income (loss): |
||||||||||||
|
Foreign currency translation adjustments |
( |
) | ( |
) | ||||||||
|
Income taxes related to foreign currency translation adjustments |
||||||||||||
|
Actuarial adjustment to Long Term Cash Awards (LTCA) |
||||||||||||
|
Amortization associated with LTCA |
||||||||||||
|
Income taxes related to LTCA |
( |
) | ( |
) | ( |
) | ||||||
|
Actuarial adjustment to supplemental executive retirement defined benefit plan (SERP) |
( |
) | ||||||||||
|
Amortization associated with SERP |
||||||||||||
|
Income taxes related to SERP |
( |
) | ( |
) | ||||||||
|
Other comprehensive income (loss), net of tax |
( |
) | ||||||||||
|
Total comprehensive income (loss) |
$ | ( |
) | $ | $ | |||||||
The accompanying notes to consolidated financial statements are an integral part of these statements.
Consolidated Statements of Cash Flows
Bassett Furniture Industries, Incorporated and Subsidiaries
For the years ended November 25, 2023, November 26, 2022, and November 27, 2021
(In thousands)
|
2023 |
2022 |
2021 |
||||||||||
|
Operating activities: |
||||||||||||
|
Net income (loss) |
$ | ( |
) | $ | $ | |||||||
|
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: |
||||||||||||
|
Depreciation and amortization |
||||||||||||
|
Gain on disposal of discontinued operations |
( |
) | ||||||||||
|
Non-cash goodwill impairment charge |
||||||||||||
|
Gain on revaluation of contingent consideration |
( |
) | ||||||||||
|
Net loss (gain) on disposals of property and equipment |
( |
) | ( |
) | ||||||||
|
Inventory valuation charges |
||||||||||||
|
Deferred income taxes |
( |
) | ||||||||||
|
Other, net |
( |
) | ||||||||||
|
Changes in operating assets and liabilities |
||||||||||||
|
Accounts receivable |
( |
) | ||||||||||
|
Inventories |
( |
) | ( |
) | ||||||||
|
Other current and long-term assets |
( |
) | ||||||||||
|
Right of use assets under operating leases |
||||||||||||
|
Customer deposits |
( |
) | ( |
) | ||||||||
|
Accounts payable and accrued liabilities |
( |
) | ( |
) | ||||||||
|
Obligations under operating leases |
( |
) | ( |
) | ( |
) | ||||||
|
Net cash provided by (used in) operating activities |
( |
) | ||||||||||
|
Investing activities: |
||||||||||||
|
Purchases of property and equipment |
( |
) | ( |
) | ( |
) | ||||||
|
Proceeds from sales of property and equipment |
||||||||||||
|
Cash paid for business acquisitions, net of cash acquired |
( |
) | ||||||||||
|
Proceeds from the disposition of discontinued operations |
||||||||||||
|
Other |
( |
) | ( |
) | ( |
) | ||||||
|
Net cash provided by (used in) investing activities |
( |
) | ( |
) | ||||||||
|
Financing activities: |
||||||||||||
|
Cash dividends |
( |
) | ( |
) | ( |
) | ||||||
|
Proceeds from exercise of stock options |
||||||||||||
|
Issuance of common stock |
||||||||||||
|
Repurchases of common stock |
( |
) | ( |
) | ( |
) | ||||||
|
Taxes paid related to net share settlement of equity awards |
( |
) | ( |
) | ( |
) | ||||||
|
Repayment of finance lease obligations |
( |
) | ( |
) | ( |
) | ||||||
|
Net cash used in financing activities |
( |
) | ( |
) | ( |
) | ||||||
|
Effect of exchenge rate changes on cash and cash equivalents |
( |
) | ||||||||||
|
Change in cash and cash equivalents |
( |
) | ( |
) | ||||||||
|
Cash and cash equivalents - beginning of year |
||||||||||||
| . | . | . | ||||||||||
|
Cash and cash equivalents - end of year |
$ | $ | $ | |||||||||
The accompanying notes to consolidated financial statements are an integral part of these statements.
Consolidated Statements of Stockholders’ Equity
Bassett Furniture Industries, Incorporated and Subsidiaries
For the years ended November 25, 2023, November 26, 2022, and November 27, 2021
(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 28, 2020 |
$ | $ | $ | $ | ( |
) | $ | |||||||||||||||||
|
Comprehensive income (loss) |
||||||||||||||||||||||||
|
Net loss |
- | |||||||||||||||||||||||
|
Amortization of defined benefit plan costs, net of tax |
- | |||||||||||||||||||||||
|
Actuarial adjustments to defined benefit plans, net of tax |
- | ( |
) | ( |
) | |||||||||||||||||||
|
Regular dividends ($ |
- | ( |
) | ( |
) | |||||||||||||||||||
|
Special dividend ($ |
- | ( |
) | ( |
) | |||||||||||||||||||
|
Issuance of common stock |
||||||||||||||||||||||||
|
Purchase and retirement of common stock |
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||
|
Stock-based compensation |
- | |||||||||||||||||||||||
|
Balance, November 27, 2021 |
( |
) | ||||||||||||||||||||||
|
Comprehensive income (loss) |
||||||||||||||||||||||||
|
Net income |
- | |||||||||||||||||||||||
|
Foreign currency translation adjustments, net of tax |
- | ( |
) | ( |
) | |||||||||||||||||||
|
Amortization of defined benefit plan costs, net of tax |
- | |||||||||||||||||||||||
|
Actuarial adjustments to defined benefit plans, net of tax |
- | |||||||||||||||||||||||
|
Cumulative effect of a change in accounting principle |
- | |||||||||||||||||||||||
|
Regular dividends ($ |
- | ( |
) | ( |
) | |||||||||||||||||||
|
Special dividend ($ |
- | ( |
) | ( |
) | |||||||||||||||||||
|
Issuance of common stock |
||||||||||||||||||||||||
|
Purchase and retirement of common stock |
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||
|
Stock-based compensation |
- | |||||||||||||||||||||||
|
Balance, November 26, 2022 |
||||||||||||||||||||||||
|
Comprehensive income (loss) |
||||||||||||||||||||||||
|
Net income |
- | ( |
) | ( |
) | |||||||||||||||||||
|
Foreign currency translation adjustments, net of tax |
- | ( |
) | ( |
) | |||||||||||||||||||
|
Amortization of defined benefit plan costs, net of tax |
- | |||||||||||||||||||||||
|
Actuarial adjustments to defined benefit plans, net of tax |
- | |||||||||||||||||||||||
|
Regular dividends ($ |
- | ( |
) | ( |
) | |||||||||||||||||||
|
Issuance of common stock |
( |
) | ||||||||||||||||||||||
|
Purchase and retirement of common stock |
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||
|
Stock-based compensation |
- | |||||||||||||||||||||||
|
Balance, November 25, 2023 |
$ | $ | $ | $ | $ | |||||||||||||||||||
The accompanying notes to consolidated financial statements are an integral part of these statements.
|
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
We sourced approximately
|
2. |
Significant Accounting Policies |
Basis of Presentation and Principles of Consolidation
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 2023, 2022 and 2021 are to Bassett's fiscal year ended November 25, 2023, November 26, 2022 and November 27, 2021, 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
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, lease guarantees, 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
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 $
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 25, 2023 and November 26, 2022, our balance of prepaid commissions included in other current assets was $
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.
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 25, 2023 and November 26, 2022, our aggregate exposure from receivables and guarantees related to customers consisted of the following:
|
2023 |
2022 |
|||||||
|
Accounts receivable, net of allowances (Note 5) |
$ | $ | ||||||
|
Contingent obligations under lease and loan guarantees, less amounts recognized (Note 15) |
||||||||
|
Other |
||||||||
|
Total credit risk exposure related to customers |
$ | $ | ||||||
At November 25, 2023 and November 26, 2022, approximately
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 $
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
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
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 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. For the annual test of the goodwill performed as of the beginning of the fourth quarter of fiscal 2023 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 tests of goodwill performed as of the beginning of the fourth fiscal quarters of 2022 and 2021, we performed the qualitative assessment as described above and concluded that there was no impairment of our goodwill as of November 26, 2022 or November 27, 2021.
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 to
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.
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).
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 $
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 $
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 2023, 2022 and 2021. Otherwise, there were no material non-cash investing or financing activities during fiscal 2023, 2022 or 2021.
Recent Accounting Pronouncements
Recent Pronouncements Not Yet Adopted
In October 2021, the FASB issued Accounting Standards Update No. 2021-08– Business Combinations (Topic 805) Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, to improve the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistency related to the recognition of an acquired contract liability and to payment terms and their effect on subsequent revenue recognized by the acquirer. The amendments in ASU 2021-08 require that an entity (acquirer) recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. At the acquisition date, an acquirer should account for the related revenue contracts in accordance with Topic 606 as if it had originated the contracts. The amendments in ASU 2021-08 will become effective for us as of the beginning of our 2024 fiscal year. Early adoption is permitted, including adoption in any interim period. We do not expect that this guidance will have a material impact upon our financial position and results of operations.
In March 2022, the FASB issued Accounting Standards Update No. 2022-02 – Financial Instruments – Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures, to address certain concerns identified in the Post-Implementation Review process for ASU Topic 326. The amendments in ASU 2022-02 eliminate the accounting guidance for troubled debt restructurings by creditors in ASC Subtopic 310-40, Receivables – Troubled Debt Restructurings by Creditors, while enhancing disclosure requirements for certain loan refinancings and restructurings by creditors when a borrower is experiencing financial difficulty. In addition, for public business entities, the amendments in ASU 2022-02 require that an entity disclose current-period gross write-offs by year of origination for financing receivables and net investments in leases within the scope of ASC Subtopic 326-20, Financial Instruments – Credit Losses – Measured at Amortized Cost. The amendments in ASU 2022-02 will become effective for us as of the beginning of our 2024 fiscal year. Early adoption is permitted. We expect that the adoption of this standard will primarily impact our disclosures but do not expect that this guidance will have a material impact upon our financial position and results of operations.
In June 2022, the FASB issued Accounting Standards Update No. 2022-03 – Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions, to clarify the guidance in Topic 820 when measuring the fair value of an equity security subject to contractual restrictions that prohibit the sale of an equity security. The amendments in ASU 2022-03 clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The amendments also clarify that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. In addition, the amendments in ASU 2022-03 require certain additional disclosures related to investments in equity securities subject to contractual sale restrictions. The amendments in ASU 2022-03 will become effective for us as of the beginning of our 2025 fiscal year. Early adoption is permitted. As of November 25, 2023 we do not hold any investments in equity securities, therefore we do not currently expect that this guidance will have a material impact upon our financial position and results of operations.
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 2022-03 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.
|
3. |
Business Combinations |
On September 2, 2022, we acquired
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 |
$ | |||
|
Fair value of contingent consideration payable |
||||
|
Total fair value of consideration paid or payable |
$ | |||
|
Allocation of the fair value of consideration transferred: |
||||
|
Identifiable assets acquired: |
||||
|
Cash |
$ | |||
|
Inventory |
||||
|
Other current assets |
||||
|
Property & equipment |
||||
|
Intangible asset - trade name |
||||
|
Total identifiable assets acquired |
||||
|
Liabilities assumed: |
||||
|
Accounts payable |
( |
) | ||
|
Customer deposits |
( |
) | ||
|
Other current liabilities and accrued expenses |
( |
) | ||
|
Total liabilities assumed |
( |
) | ||
|
Net identifiable assets acquired |
||||
|
Goodwill |
||||
|
Total net assets acquired |
$ |
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 $
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.
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$
Acquisition costs related to the Noa Home acquisition totaled $
The revenues and results of operations of Noa Home since September 2, 2022 were not material. The pro forma impact of the acquisition has not been presented because it was not material to our consolidated results of operations for the three fiscal years 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, accounts payable and long-term debt. 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 $
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.
5. Accounts Receivable
Accounts receivable consists of the following:
| November 25, 2023 | November 26, 2022 | |||||||
|
Gross accounts receivable |
$ | $ | ||||||
|
Allowance for credit losses |
( |
) | ( |
) | ||||
|
Net accounts receivable |
$ | $ |
Activity in the allowance for credit losses was as follows:
|
2023 |
2022 |
|||||||
|
Balance, beginning of the year |
$ | $ | ||||||
|
Additions (recoveries) charged to expense |
||||||||
|
Reductions to allowance, net |
( |
) | ( |
) | ||||
|
Balance, end of the year |
$ | $ | ||||||
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 25, 2023 |
November 26, 2022 |
|||||||
|
Wholesale finished goods |
$ | $ | ||||||
|
Work in process |
||||||||
|
Raw materials and supplies |
||||||||
|
Retail merchandise |
||||||||
|
Total inventories on first-in, first-out method |
||||||||
|
LIFO adjustment |
( |
) | ( |
) | ||||
|
Reserve for excess and obsolete inventory |
( |
) | ( |
) | ||||
| $ | $ | |||||||
We source a significant amount of our wholesale product from other countries. During 2023, 2022 and 2021, purchases from our three largest vendors located in Vietnam and China were $
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.
Activity in the reserves for excess quantities and obsolete inventory by segment are as follows:
|
Wholesale Segment |
Retail Segment |
Total |
||||||||||
|
Balance at November 27, 2021 |
$ | $ | $ | |||||||||
|
Additions charged to expense |
||||||||||||
|
Write-offs |
( |
) | ( |
) | ( |
) | ||||||
|
Balance at November 26, 2022 |
||||||||||||
|
Additions charged to expense |
||||||||||||
|
Write-offs |
( |
) | ( |
) | ( |
) | ||||||
|
Balance at November 25, 2023 |
$ | $ | $ | |||||||||
7. Property and Equipment
Property and equipment consist of the following:
|
November 25, 2023 |
November 26, 2022 |
|||||||
|
Land |
$ | $ | ||||||
|
Buildings and leasehold improvements |
||||||||
|
Machinery and equipment |
||||||||
|
Property and equipment at cost |
||||||||
|
Less accumulated depreciation |
( |
) | ( |
) | ||||
|
Property and equipment, net |
$ | $ | ||||||
The net book value of our property and equipment by reportable segment is a follows:
|
November 25, 2023 |
November 26, 2022 |
|||||||
|
Wholesale |
$ | $ | ||||||
|
Retail - Company-owned stores |
||||||||
|
Corporate and other |
||||||||
|
Total property and equipment, net |
$ | $ | ||||||
Depreciation expense associated with the property and equipment shown above was included in income from operations in our consolidated statements of operations as follows:
|
2023 |
2022 |
2021 |
||||||||||
|
Cost of goods sold (wholesale segment) |
$ | $ | $ | |||||||||
|
Selling, general and adminstrative expenses: |
||||||||||||
|
Wholesale segment |
||||||||||||
|
Retail segment |
||||||||||||
|
Corporate and Other |
||||||||||||
|
Total included in selling, general and adminstrative expenses |
||||||||||||
|
Total depreciation expense included in income from operations |
$ | $ | $ | |||||||||
8. Goodwill and Other Intangible Assets
Goodwill and other intangible assets consisted of the following:
|
November 25, 2023 |
||||||||||||
|
Gross Carrying Amount |
Accumulated Amortization |
Intangible Assets, Net |
||||||||||
|
Intangibles subject to amortization: |
||||||||||||
|
Customer relationships |
$ | $ | ( |
) | $ | |||||||
|
Intangibles not subject to amortization: |
||||||||||||
|
Trade names |
||||||||||||
|
Goodwill |
||||||||||||
|
Total goodwill and other intangible assets |
$ | |||||||||||
|
November 26, 2022 |
||||||||||||
|
Gross Carrying Amount |
Accumulated Amortization |
Intangible Assets, Net |
||||||||||
|
Intangibles subject to amortization: |
||||||||||||
|
Customer relationships |
$ | $ | ( |
) | $ | |||||||
|
Intangibles not subject to amortization: |
||||||||||||
|
Trade names |
||||||||||||
|
Goodwill |
||||||||||||
|
Total goodwill and other intangible assets |
$ | |||||||||||
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 is 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 should exit the Australian market and focus more on the North American market. Coupled with the financial underperformance and the planned 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 signficant 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.
Changes in the carrying amounts of goodwill by reportable segment were as follows:
|
Corporate |
||||||||||||||||
|
Wholesale |
Retail |
and Other |
Total |
|||||||||||||
|
Balance as of November 27, 2021 |
$ | $ | $ | $ | ||||||||||||
|
Acquisition of Noa Home |
||||||||||||||||
|
Foreign currency translation adjustment |
( |
) | ( |
) | ||||||||||||
|
Balance as of November 26, 2022 |
||||||||||||||||
|
Foreign currency translation adjustment |
( |
) | ( |
) | ||||||||||||
|
Full impairment of Noa Home goodwill |
( |
) | ( |
) | ||||||||||||
|
Balance as of November 25, 2023 |
$ | $ | $ | $ | ||||||||||||
Accumulated impairment losses were $
The weighted average useful lives of our finite-lived intangible assets and remaining amortization periods as of November 25, 2023 are as follows:
|
Useful Life in Years |
Remaining Amortization Period in Years |
|||||||
|
Customer relationships |
||||||||
Our trade name intangible assets are associated with Noa Home and Lane Venture. Because it is our intention to maintain and grow those brands, they are considered to be indefinite-lived intangible assets. The amortization expense associated with finite-lived intangible assets during fiscal 2023, 2022 and 2021 was $
|
Fiscal 2024 |
$ |
|||
|
Fiscal 2025 |
||||
|
Fiscal 2026 |
||||
|
Fiscal 2027 |
||||
|
Fiscal 2028 |
||||
|
Total |
$ |
9. Bank Credit Facility
Bank Credit Facility
Our bank credit facility provides for a line of credit of up to $
|
● |
Consolidated fixed charge coverage ratio of not less than |
|
● |
Consolidated lease-adjusted leverage ratio not to exceed |
|
● |
Minimum tangible net worth of $ |
Due to our results of operations in 2023, we were not in compliance with certain of these covenants at the end of the year. Consequently, our bank agreed to reduce the consolidated fixed charge coverage ratio to
Total interest paid during fiscal 2023, 2022 and 2021 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
On May 2, 2017, we made Long Term Cash Awards (“LTC Awards”) totaling $
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
Aggregated summarized information for the Supplemental Plan and the LTC Awards, measured as of the end of each year presented, is as follows:
|
` |
2023 |
2022 |
||||||
|
Change in Benefit Obligation: |
||||||||
|
Projected benefit obligation at beginning of year |
$ | $ | ||||||
|
Service cost |
||||||||
|
Interest cost |
||||||||
|
Actuarial (gains) and losses |
( |
) | ( |
) | ||||
|
Benefits paid |
( |
) | ( |
) | ||||
|
Projected benefit obligation at end of year |
$ | $ | ||||||
|
Accumulated Benefit Obligation |
$ | $ | ||||||
|
Discount rate used to value the ending benefit obligations: |
% | % | ||||||
|
Amounts recognized in the consolidated balance sheet: |
||||||||
|
Current liabilities |
$ | $ | ||||||
|
Noncurrent liabilities |
||||||||
|
Total amounts recognized |
$ | $ | ||||||
|
Amounts recognized in accumulated other comprehensive income: |
||||||||
|
Prior service cost |
$ | $ | ||||||
|
Actuarial (gain) loss |
( |
) | ( |
) | ||||
|
Net amount recognized |
$ | ( |
) | $ | ( |
) | ||
|
Total recognized in net periodic benefit cost and accumulated other comprehensive income: |
$ | ( |
) | $ | ( |
) | ||
|
2023 |
2022 |
2021 |
||||||||||
|
Components of Net Periodic Pension Cost: |
||||||||||||
|
Service cost |
$ | $ | $ | |||||||||
|
Interest cost |
||||||||||||
|
Amortization of prior service cost |
||||||||||||
|
Amortization of other loss |
||||||||||||
|
Net periodic pension cost |
$ | $ | $ | |||||||||
|
Assumptions used to determine net periodic pension cost: |
||||||||||||
|
Discount rate |
% | % | % | |||||||||
|
Increase in future compensation levels |
% | % | % | |||||||||
|
Estimated Future Benefit Payments (with mortality): |
||||
|
Fiscal 2024 |
$ | |||
|
Fiscal 2025 |
||||
|
Fiscal 2026 |
||||
|
Fiscal 2027 |
||||
|
Fiscal 2028 |
||||
|
Fiscal 2029 through 2033 |
Of the $
|
Prior service cost |
$ | |||
|
Other loss |
( |
) | ||
|
Total expected to be amortized to net periodic pension cost in 2024 |
$ |
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 $
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
11. Accumulated Other Comprehensive Income (Loss)
The activity in accumulated other comprehensive income (loss) for the fiscal years ended November 25, 2023 and November 26, 2022, 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 27, 2021 |
$ | ( |
) | |
|
Actuarial gains |
||||
|
Net pension amortization reclassified from accumulated other comprehensive loss |
||||
|
Foreign currency translation adjustment |
( |
) | ||
|
Tax effects |
( |
) | ||
|
Balance at November 26, 2022 |
||||
|
Actuarial gains |
||||
|
Net pension amortization reclassified from accumulated other comprehensive loss |
||||
|
Foreign currency translation adjustment |
( |
) | ||
|
Tax effects |
( |
) | ||
|
Balance at November 25, 2023 |
$ |
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 2023, 2022 and 2021 was as follows:
|
2023 |
2022 |
2021 |
||||||||||
|
Stock based compensation expense |
$ | $ | $ | |||||||||
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 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.
2010 Plan
On April 14, 2010, our shareholders approved the Bassett Furniture Industries, Incorporated 2010 Stock Incentive Plan which was amended and restated effective January 13, 2016 (the “2010 Plan”). All non-employee directors, key employees and outside consultants for the Company were eligible to receive incentive awards under the 2010 Plan. The 2010 Plan expired in April of 2020 and no additional grants can be awarded under the plan. All remaining unexpired options granted under the 2010 Plan were exercised during fiscal 2021.
The fair value of each option award was estimated on the date of grant using the Black-Scholes option pricing model. The risk free rate is based on the U.S. Treasury rate for the expected life at the time of grant, volatility is based on the average long-term implied volatilities of peer companies, the expected life is based on the estimated average of the life of options using the simplified method. Forfeitures are recognized as they occur. We utilized the simplified method to determine the expected life of our options due to insufficient exercise activity during recent years as a basis from which to estimate future exercise patterns.
Grants of non-vested restricted shares are measured at fair value as if the shares were vested and issued on the grant date. Forfeitures are recognized as they occur. We recognize compensation cost for awards with service only conditions with a graded vesting schedule on a straight-line basis over the longest vesting period.
Stock Options
There were new grants of options made in 2023, 2022 or 2021.
Additional information regarding activity in our stock options during fiscal 2023, 2022 and 2021 is as follows:
|
2023 |
2022 |
2021 |
||||||||||
|
Total intrinsic value of options exercised |
$ | $ | $ | |||||||||
|
Total cash received from the exercise of options |
||||||||||||
|
Excess tax benefits recognized in income tax expense upon the exercise of options |
||||||||||||
Restricted Shares
Changes in the outstanding non-vested restricted shares during the year ended November 25, 2023 were as follows:
|
Number of Shares |
Weighted Average Grant Date Fair Value Per Share |
|||||||
|
Non-vested restricted shares outstanding at November 26, 2022 |
$ | |||||||
|
Granted |
||||||||
|
Vested |
( |
) | ||||||
|
Forfeited |
( |
) | ||||||
|
Non-vested restricted shares outstanding at November 25, 2023 |
$ | |||||||
During fiscal 2023,
Additional information regarding our outstanding non-vested restricted shares at November 25, 2023 is as follows:
|
Remaining |
||||||||||||
|
Restricted |
Share Value |
Restriction |
||||||||||
|
Grant |
Shares |
at Grant Date |
Period |
|||||||||
|
Date |
Outstanding |
Per Share |
(Years) |
|||||||||
|
January 12, 2022 |
$ | |||||||||||
|
January 11, 2023 |
||||||||||||
|
March 8, 2023 |
||||||||||||
Unrecognized compensation cost related to these non-vested restricted shares at November 26, 2022 is $
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
13. Income Taxes
The components of the income tax provision from continuing operations are as follows:
|
2023 |
2022 |
2021 |
||||||||||
|
Current: |
||||||||||||
|
Federal |
$ | ( |
) | $ | $ | |||||||
|
State |
( |
) | ||||||||||
|
Deferred: |
||||||||||||
|
Federal |
||||||||||||
|
State |
||||||||||||
|
Total |
$ | $ | $ | |||||||||
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:
|
2023 |
2022 |
2021 |
||||||||||
|
Statutory federal income tax rate |
% |
% |
% |
|||||||||
|
State income tax, net of federal benefit |
||||||||||||
|
Nondeductible goodwill |
( |
) | ||||||||||
|
Nontaxable gain on revaluation of contingent consideration |
||||||||||||
|
Other |
( |
) | ( |
) | ||||||||
|
Change in valuation allowance |
( |
) | ||||||||||
|
Effective income tax rate |
( |
)% |
% |
% |
||||||||
Excess tax benefits (expense) in the amount of $
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 25, 2023 |
November 26, 2022 |
|||||||
|
Deferred income tax assets: |
||||||||
|
Trade accounts receivable |
$ | $ | ||||||
|
Inventories |
||||||||
|
Post employment benefit obligations |
||||||||
|
Foreign net operating loss carryforwards |
||||||||
|
Operating lease liabilities |
||||||||
|
Other |
||||||||
|
Gross deferred income tax assets |
||||||||
|
Valuation allowance |
( |
) | ( |
) | ||||
|
Total deferred income tax assets |
||||||||
|
Deferred income tax liabilities: |
||||||||
|
Property and equipment |
||||||||
|
Intangible assets |
||||||||
|
Operating lease assets |
||||||||
|
Prepaid expenses and other |
||||||||
|
Total deferred income tax liabilities |
||||||||
|
Net deferred income tax assets |
$ | $ | ||||||
We have foreign net operating loss carryforwards attributable to Noa Home (see Note 3) of $
Income tax refunds received, net of taxes paid, during fiscal 2023 was $
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 through 2023 for all of our major tax jurisdictions.
14. Other Gains and Losses
Goodwill Impairment Charge
See Note 8 regarding the $
Gain on Revaluation of Contingent Consideration
See Note 3 regarding a $
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 $
This sale, together with our purchase of real property in Tampa, Florida for $
Other loss, net for the fiscal 2022 includes a gain of $
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 25, 2023 and November 26, 2022 is as follows:
|
November 25, 2023 |
November 26, 2022 |
|||||||
|
Operating leases: |
||||||||
|
Right of use assets |
$ | $ | ||||||
|
Lease liabilties, short-term |
||||||||
|
Lease liabilties, long-term |
||||||||
|
Finance leases: |
||||||||
|
Right of use assets (1) |
$ | $ | ||||||
|
Lease liabilties, short-term (2) |
||||||||
|
Lease liabilties, long-term (3) |
||||||||
(1)
(2)
(3)
Our right-of-use assets under operating leases by segment as of November 25, 2023 and November 26, 2022 are as follows:
|
November 25, 2023 |
November 26, 2022 |
|||||||
|
Wholesale |
$ | $ | ||||||
|
Retail |
||||||||
|
Corporate & other |
||||||||
|
Total right of use assets |
$ | $ | ||||||
The components of our lease cost for 2023, 2022 and 2021 were as follows:
|
2023 |
2022 |
2021 |
||||||||||
|
Lease cost: |
||||||||||||
|
Operating lease cost |
$ | $ | $ | |||||||||
|
Financing lease cost: |
||||||||||||
|
Amortization of right-of-use assets |
||||||||||||
|
Interest on lease liabilities |
||||||||||||
|
Short-term lease cost |
||||||||||||
|
Variable lease cost (net of abatements received) |
||||||||||||
|
Sublease income |
( |
) | ( |
) | ( |
) | ||||||
|
Total lease cost |
$ | $ | $ | |||||||||
Supplemental lease disclosures as of November 25, 2023, November 26, 2022 and November 27, 2021 and for the fiscal years then ended are as follows:
|
Operating |
Financing |
|||||||
|
For the year ended November 27, 2021: |
||||||||
|
Cash paid for amounts included in the measurements of lease liabilities |
||||||||
|
Lease liabilities arising from new right-of-use assets |
||||||||
|
For the year ended November 26, 2022: |
||||||||
|
Cash paid for amounts included in the measurements of lease liabilities |
||||||||
|
Lease liabilities arising from new right-of-use assets |
||||||||
|
For the year ended November 25, 2023: |
||||||||
|
Cash paid for amounts included in the measurements of lease liabilities |
||||||||
|
Lease liabilities arising from new right-of-use assets |
||||||||
|
As of November 27, 2021: |
||||||||
|
Weighted average remaining lease terms (years) |
||||||||
|
Weighted average discount rates |
% | % | ||||||
|
As of November 26, 2022: |
||||||||
|
Weighted average remaining lease terms (years) |
||||||||
|
Weighted average discount rates |
% | % | ||||||
|
As of November 25, 2023: |
||||||||
|
Weighted average remaining lease terms (years) |
||||||||
|
Weighted average discount rates |
% | % | ||||||
Future payments under our leases and the present value of the obligations as of November 25, 2023 are as follows:
|
Operating Leases |
Financing Leases |
|||||||
|
Fiscal 2024 |
$ | $ | ||||||
|
Fiscal 2025 |
||||||||
|
Fiscal 2026 |
||||||||
|
Fiscal 2027 |
||||||||
|
Fiscal 2028 |
||||||||
|
Thereafter |
||||||||
|
Total lease payments |
||||||||
|
Less: interest |
||||||||
|
Total lease obligations |
$ | $ | ||||||
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 2024 |
$ | |||
|
Fiscal 2025 |
||||
|
Fiscal 2026 |
||||
|
Fiscal 2027 |
||||
|
Fiscal 2028 |
||||
|
Thereafter |
||||
|
Total minimum future rental income |
$ |
Guarantees
As part of the strategy for our store program, we have guaranteed certain lease obligations of licensee operators. Lease guarantees range from one to five years. We were contingently liable under licensee lease obligation guarantees in the amount of $
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 25, 2023 and November 26, 2022, 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.
17. Earnings (Loss) Per Share
The following table sets forth the computation of basic and diluted earnings (loss) per share:
|
2023 |
2022 |
2021 |
||||||||||
|
Earnings (loss) per share - continuing operations: |
||||||||||||
|
Numerator: |
||||||||||||
|
Net income (loss) from continuing operations |
$ | ( |
) | $ | $ | |||||||
|
Denominator: |
||||||||||||
|
Denominator for basic income per share - weighted average shares |
||||||||||||
|
Effect of dilutive securities* |
||||||||||||
|
Denominator for diluted income per share — weighted average shares and assumed conversions |
||||||||||||
|
Basic income (loss) per share - continuing operations: |
$ | ( |
) | $ | $ | |||||||
|
Diluted income (loss) per share - continuing operations |
$ | ( |
) | $ | $ | |||||||
|
Earnings per share - discontinued operations: |
||||||||||||
|
Numerator: |
||||||||||||
|
Net income from discontinued operations |
$ | $ | $ | |||||||||
|
Denominator: |
||||||||||||
|
Denominator for basic income per share - weighted average shares |
||||||||||||
|
Effect of dilutive securities* |
||||||||||||
|
Denominator for diluted income per share — weighted average shares and assumed conversions |
||||||||||||
|
Basic income per share - discontinued operations |
$ | $ | $ | |||||||||
|
Diluted income per share - discontinued operations |
$ | $ | $ | |||||||||
*
For fiscal 2023, 2022 and 2021, the following potentially dilutive shares were excluded from the computations as their effect was anti-dilutive:
|
2023 |
2022 |
2021 |
||||||||||
|
Unvested restricted shares |
||||||||||||
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 |
$ | |||
|
Less: |
||||
|
Amount held in escrow for contingencies related to representations and warranties (1) |
||||
|
Seller expenses paid at closing |
||||
|
Working capital adjustment paid to buyer |
||||
|
Net proceeds from the sale |
$ |
|
(1) |
|
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 $
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 $
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 2023, 2022 and 2021:
|
2023 |
2022 |
2021 |
||||||||||
|
Major line items constituting pretax income of discontinued operations: |
||||||||||||
|
Logistical services revenue |
$ | $ | $ | |||||||||
|
Cost of logistical services |
||||||||||||
|
Other loss, net |
( |
) | ( |
) | ||||||||
|
Income from operations of logistical services |
||||||||||||
|
Gain on disposal |
||||||||||||
|
Pretax income of discontinued operations |
||||||||||||
|
Income tax expense |
||||||||||||
|
Income from discontinued operations, net of tax |
$ | $ | $ | |||||||||
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 $
Included in other loss, net, is interest arising from finance leases assumed by J.B. Hunt as part of the transaction. Such interest amounted to $
The following table summarizes the cash flows generated by discontinued operations during 2023, 2022 and 2021:
|
2023 (1) |
2022 (1) |
2021 |
||||||||||
|
Cash provided by operating activities |
$ | $ | $ | |||||||||
|
Cash used in investing activities |
( |
) | ( |
) | ||||||||
|
Cash used in financing activities |
( |
) | ( |
) | ||||||||
|
Net cash provided by (used in) discontinued operations |
$ | $ | $ | ( |
) | |||||||
|
(1) |
|
19. Segment Information
As of the beginning of fiscal 2023 we have strategically aligned our business into 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. |
|
● |
Corporate and other – Corporate and other includes the shared costs of corporate functions such as treasury and finance, information technology, accounting, human resources, legal and others, including certain product development and marketing functions benefitting both wholesale and retail operations. In addition to property and equipment and various other assets associated with the shared corporate functions, the identifiable assets of Corporate and other include substantially all of our cash and our investments in CDs. We consider our corporate functions to be other business activities and have aggregated them with our other insignificant operating segment, the recently acquired Noa Home (see Note 3). |
Inter-company net sales elimination represents the elimination of wholesale sales to our Company-owned stores. Inter-company income elimination includes the embedded wholesale profit in the Company-owned store inventory that has not been realized. These profits will be recorded when merchandise is delivered to the retail consumer. The inter-company income elimination also includes rent paid by our retail stores occupying Company-owned real estate.
Prior to the beginning of fiscal 2023, the functions included in Corporate and other were included in our wholesale reportable segment, and Noa Home was included in our retail reportable segment for the fourth quarter of fiscal 2022 following its acquisition on September 2, 2022. We believe that the new alignment of our reporting segments provides our chief operating decision maker with clearer information with which to assess the operating results of our wholesale segment. Noa Home does not meet the requirements to be a separate reportable segment as it is below the thresholds of the revenue, income and asset tests. The segment information presented below for fiscal 2022 and 2021 has been restated to reflect the new alignment of our reportable segments.
Our former logistical services segment which represented the operations of Zenith is now presented as a discontinued operation in the accompanying condensed consolidated balances sheets and statements of operations (see Note 18).
The following table presents segment information for each of the last three fiscal years:
|
2023 |
2022 |
2021 |
||||||||||
|
Sales Revenue |
||||||||||||
|
Wholesale sales of furniture and accessories |
$ | $ | $ | |||||||||
|
Less: Sales to retail segment |
( |
) | ( |
) | ( |
) | ||||||
|
Wholesale sales to external customers |
||||||||||||
|
Retail sales of furniture and accessories |
||||||||||||
|
Corporate & Other |
||||||||||||
|
Consolidated net sales of furniture and accessories |
$ | $ | $ | |||||||||
|
Income (loss) from Continuing Operations |
||||||||||||
|
Wholesale |
$ | $ | $ | |||||||||
|
Retail |
( |
) | ||||||||||
|
Net expenses - Corporate and other |
( |
) | ( |
) | ( |
) | ||||||
|
Inter-company elimination |
( |
) | ||||||||||
|
Gain on revaluation of contingent consideration |
||||||||||||
|
Goodwill impairment charge |
( |
) | ||||||||||
|
Gain on sale of real estate |
||||||||||||
|
Consolidated income (loss) from continuing operations |
$ | ( |
) | $ | $ | |||||||
|
Depreciation and Amortization |
||||||||||||
|
Wholesale |
$ | $ | $ | |||||||||
|
Retail |
||||||||||||
|
Corporate and other |
||||||||||||
|
Discontinued operations |
||||||||||||
|
Consolidated |
$ | $ | $ | |||||||||
|
Capital Expenditures |
||||||||||||
|
Wholesale |
$ | $ | $ | |||||||||
|
Retail |
||||||||||||
|
Corporate and other |
||||||||||||
|
Discontinued operations |
||||||||||||
|
Consolidated |
$ | $ | $ | |||||||||
|
Identifiable Assets |
||||||||||||
|
Wholesale |
$ | $ | $ | |||||||||
|
Retail |
||||||||||||
|
Corporate and Other |
||||||||||||
|
Discontinued operations |
||||||||||||
|
Consolidated |
$ | $ | $ | |||||||||
See Note 20 for disaggregated revenue information regarding sales of furniture and accessories by product type for the wholesale and retail segments.
20. Revenue Recognition
Disaggregated revenue information for sales of furniture and accessories by product category for fiscal years 2023, 2022 and 2021, excluding intercompany transactions between our segments, is as follows:
|
2023 |
2022 |
2021 |
||||||||||||||||||||||||||||||||||||||||||||||
|
Wholesale |
Retail |
Corporate & Other (2) |
Total |
Wholesale |
Retail |
Corporate & Other (2) |
Total |
Wholesale |
Retail |
Corporate & Other |
Total |
|||||||||||||||||||||||||||||||||||||
|
Bassett Custom Upholstery |
$ | $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||
|
Bassett Leather |
||||||||||||||||||||||||||||||||||||||||||||||||
|
Bassett Custom Wood |
||||||||||||||||||||||||||||||||||||||||||||||||
|
Bassett Casegoods |
||||||||||||||||||||||||||||||||||||||||||||||||
|
Accessories, mattresses and other (1) |
||||||||||||||||||||||||||||||||||||||||||||||||
|
Consolidated Furniture and Accessories revenue |
$ | $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||
|
(1) |
|
|
(2) |
|
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
As of the end of the period covered by this Annual Report on Form 10-K, our principal executive officer and principal financial officer have evaluated the effectiveness of our “disclosure controls and procedures” (“Disclosure Controls”). Disclosure Controls, as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are procedures that are designed to provide reasonable assurance that information required to be disclosed in our reports filed under the Exchange Act, such as this Annual Report, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure Controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the CEO and CFO, as appropriate to allow timely decisions regarding required disclosure. Our management, including the CEO and CFO, does not expect that our Disclosure Controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
Based upon their controls evaluation, our CEO and CFO have concluded that our Disclosure Controls are effective at a reasonable assurance level.
We are responsible for establishing and maintaining adequate internal control over financial reporting in accordance with Exchange Act Rule 13a-15. With the participation of our CEO and CFO, our management conducted an evaluation of the effectiveness of our internal control over financial reporting as of November 25, 2023 based on the criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that our internal control over financial reporting was effective as of November 25, 2023, based on those criteria. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.
Ernst & Young LLP, the Company’s independent registered public accounting firm, has issued an attestation report on the effectiveness of the Company’s internal control over financial reporting.
Changes in internal control over financial reporting.
There have been no changes in our internal controls over financial reporting during our fourth fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Bassett Furniture Industries, Incorporated and Subsidiaries
Opinion on Internal Control over Financial Reporting
We have audited Bassett Furniture Industries, Incorporated and Subsidiaries’ internal control over financial reporting as of November 25, 2023, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Bassett Furniture Industries, Incorporated and Subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of November 25, 2023, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of November 25, 2023 and November 26, 2022, 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 25, 2023, and the related notes and schedule and our report dated January 25, 2024 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. 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 audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/
January 25, 2024
ITEM 9B. OTHER INFORMATION
.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information to be contained in the Proxy Statement under the captions “Election of Directors” and “Board and Board Committee Information,” is incorporated herein by reference thereto. Please see section entitled “Information about our Executive Officers” in Item 4B of Part I of this report for information concerning executive officers.
The Registrant has a code of ethics that applies to all of its employees, officers and directors. The code of ethics is available on the Registrant’s website at www.bassettfurniture.com and the Registrant will post any amendments to, or waivers, from, the code of ethics on that website.
ITEM 11. EXECUTIVE COMPENSATION
The information to be contained in the Proxy Statement under the captions “Organization, Compensation and Nominating Committee Report,” “Compensation Discussion and Analysis,” “Executive Compensation,” and “Director Compensation” is incorporated herein by reference thereto.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information to be contained in the Proxy Statement under the headings “Principal Stockholders and Holdings of Management” and “Equity Compensation Plan Information” is incorporated herein by reference thereto.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information to be contained in the Proxy Statement under the captions “Board and Board Committee Information” and “Other Transactions” is incorporated herein by reference thereto.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The information to be contained in the Proxy Statement under the caption “Audit and Other Fees” is incorporated herein by reference thereto.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
|
(a) |
(1) |
Bassett Furniture Industries, Incorporated and Subsidiaries Audited Consolidated Financial Statements for the years ended November 25, 2023, November 26, 2022 and November 27, 2021; Report of Ernst & Young LLP, Independent Registered Public Accounting Firm (PCAOB ID |
|
|
(2) |
Financial Statement Schedule: |
||
|
Schedule II- Analysis of Valuation and Qualifying Accounts for the years ended November 25, 2023, November 26, 2022 and November 27, 2021 |
|||
|
(3) |
Listing of Exhibits |
||
|
3A. |
Articles of Incorporation as amended are incorporated herein by reference to Form 10-Q for the fiscal quarter ended February 28, 1994. |
|
|
3B. |
||
|
4A. |
Seventh Amended and Restated Credit Agreement with Truist Bank dated January 27, 2022 is incorporated herein by reference to Exhibit 4A to Form 10-K filed with the SEC on January 31, 2022. Registrant hereby agrees to furnish the SEC, upon request, other instruments defining the rights of holders of long-term debt of the Registrant. |
|
|
4B. |
||
|
10A. |
||
|
*10B. |
||
|
*10C. |
||
|
*10K. |
||
|
*10L. |
||
|
*10M. |
||
|
*10N. |
||
|
*10O. |
||
|
*10P. |
||
|
*10Q. |
|
21. |
||
|
23A. |
||
|
31A. |
||
|
31B. |
||
|
32A. |
||
|
32B. |
||
| 97 | Bassett Furniture Industries, Incorporated, Clawback Policy | |
|
101.INS |
XBRL Instance |
|
|
101.SCH |
XBRL Taxonomy Extension Schema |
|
|
101.CAL |
XBRL Taxonomy Extension Calculation |
|
|
101.DEF |
XBRL Taxonomy Extension Definition |
|
|
101.LAB |
XBRL Taxonomy Extension Labels |
|
|
101.PRE |
XBRL Taxonomy Extension Presentation |
|
|
104 |
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
* Management contract or compensatory plan or arrangement of the Company.
ITEM 16. FORM 10-K SUMMARY
None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
BASSETT FURNITURE INDUSTRIES, INCORPORATED (Registrant)
|
By: |
/s/ Robert H. Spilman, Jr. |
Date: January 25, 2024 |
|
|
Robert H. Spilman, Jr. President and Chief Executive Officer Chairman of the Board of Directors |
|
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
|
By: |
/s/ Emma S. Battle |
Date: January 25, 2024 |
|
|
Emma S. Battle Director |
|
|
|
|
|
|
By: |
/s/ John R. Belk |
Date: January 25, 2024 |
|
John R. Belk Director |
||
|
By: |
/s/ Kristina K. Cashman |
Date: January 25, 2024 |
|
|
Kristina K. Cashman Director |
|
|
|
|
|
|
By: |
/s/ Virginia W. Hamlet |
Date: January 25, 2024 |
|
|
Virginia W. Hamlet Director |
|
|
|
|
|
|
By: |
/s/ J. Walter McDowell |
Date: January 25, 2024 |
|
|
J. Walter McDowell Director |
|
|
|
|
|
|
By: |
/s/ William C. Wampler, Jr. |
Date: January 25, 2024 |
|
|
William C. Wampler, Jr. Director |
|
|
|
|
|
|
By: |
/s/ William C. Warden, Jr. |
Date: January 25, 2024 |
|
|
William C. Warden, Jr. Director, Lead Independent Director |
|
|
|
|
|
|
By: |
/s/ J. Michael Daniel |
Date: January 25, 2024 |
|
|
J. Michael Daniel Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) |
|
Bassett Furniture Industries, Incorporated
Schedule II
Analysis of Valuation and Qualifying Accounts
For the Years Ended November 25, 2023, November 26, 2022 and November 27, 2021
(amounts in thousands)
|
Balance Beginning of Period |
Additions Charged to Cost and Expenses |
Deductions (1) |
Other |
Balance End of Period |
||||||||||||||||
|
For the Year Ended November 27, 2021: |
||||||||||||||||||||
|
Reserve deducted from assets to which it applies |
||||||||||||||||||||
|
Allowance for doubtful accounts |
$ | $ | ( |
) | $ | ( |
) | $ | $ | |||||||||||
|
Notes receivable valuation reserves |
$ | $ | $ | $ | $ | |||||||||||||||
|
For the Year Ended November 26, 2022: |
||||||||||||||||||||
|
Reserve deducted from assets to which it applies |
||||||||||||||||||||
|
Allowance for doubtful accounts |
$ | $ | $ | ( |
) | $ | $ | |||||||||||||
|
Notes receivable valuation reserves |
$ | $ | $ | ( |
) | $ | $ | |||||||||||||
|
Income tax valuation allowance |
$ | $ | $ | $ | $ | |||||||||||||||
|
For the Year Ended November 25, 2023: |
||||||||||||||||||||
|
Reserve deducted from assets to which it applies |
||||||||||||||||||||
|
Allowance for doubtful accounts |
$ | $ | $ | ( |
) | $ | $ | |||||||||||||
|
Income tax valuation allowance |
$ | $ | $ | $ | $ | |||||||||||||||
|
(1) |
|
EXHIBIT 21 - LIST OF SUBSIDIARIES*
|
(a) |
Bassett Furniture Industries of North Carolina, LLC (North Carolina limited liability company) |
|
(b) |
The E.B. Malone Corporation (Delaware corporation) |
|
(c) |
Bassett Direct Stores, LLC (Virginia limited liability company) |
|
(d) |
Bassett Direct NC, LLC (Virginia limited liability company) |
|
(e) |
Bassett Direct SC, LLC (Virginia limited liability company) |
|
(f) |
LRG Furniture, LLC (Virginia limited liability company) |
|
(g) |
BDP, LC (Texas limited liability company) |
|
(h) |
BFD-Atlanta, LLC (Virginia limited liability company) |
|
(i) |
BD Boston, LLC (Virginia limited liability company) |
|
(j) |
BDU NY, LLC (Virginia limited liability company) |
|
(k) |
JMD Freight Lines, LLC (North Carolina limited liability company) |
|
(l) |
Zenith, Inc. (North Carolina corporation) |
|
(m) |
Western States Distribution, LLC (California limited liability company) |
|
(n) |
9473-8408 Quebec Inc. |
|
(o) |
Noa Australia Pty Ltd. |
|
(p) |
Noa Home Singapore Pte Ltd. |
|
(q) |
Noa Home UK Limited |
|
(r) |
JMD Tampa, LLC |
*All subsidiaries are wholly-owned unless otherwise noted.
EXHIBIT 23A
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the following Registration Statements:
|
(1) |
Registration Statement (Form S-8 No 333-217072) pertaining to the Bassett Furniture Industries, Incorporated 2017 Employee Stock Purchase Plan , and |
|
(2) |
Registration Statement (Form S-8 No 333-254104) pertaining to the Bassett Furniture Industries, Incorporated 2021 Stock Incentive Plan |
of our reports dated January 25, 2024 with respect to the consolidated financial statements and schedule of Bassett Furniture Industries, Incorporated and Subsidiaries and the effectiveness of internal control over financial reporting of Bassett Furniture Industries, Incorporated and Subsidiaries included in this Annual Report (Form 10-K) of Bassett Furniture Industries, Incorporated and Subsidiaries for the year ended November 25, 2023.
/s/ Ernst & Young LLP
Richmond, Virginia
January 25, 2024
Exhibit 31A
CERTIFICATIONS
I, Robert H. Spilman, Jr., certify that:
|
1. |
I have reviewed this annual report on Form 10-K of Bassett Furniture Industries, Incorporated; |
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
|
4. |
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
|
a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
|
b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
|
c) |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
|
d) |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
|
5. |
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
|
a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
|
b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
January 25, 2024
| /s/Robert H. Spilman, Jr. |
Robert H. Spilman, Jr.
President and Chief Executive Officer
Exhibit 31B
CERTIFICATIONS
I, J. Michael Daniel, certify that:
|
1. |
I have reviewed this annual report on Form 10-K of Bassett Furniture Industries, Incorporated; |
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
|
4. |
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
|
a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
|
b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
|
c) |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
|
d) |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
|
5. |
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
|
a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
|
b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
January 25, 2024
| /s/ J. Michael Daniel |
J. Michael Daniel
Senior Vice President and Chief Financial Officer
Exhibit 32a
In connection with the Annual Report of Bassett Furniture Industries, Incorporated (the “Company”) on Form 10-K for the period ended November 25, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Robert H. Spilman, Jr., Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. ss.1350, as adopted pursuant to ss.906 of the Sarbanes-Oxley Act of 2002, that:
|
1. |
The Report fully complies with the requirements of Sections 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
|
2. |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
January 25, 2024
| /s/ Robert H. Spilman, Jr. |
Robert H. Spilman, Jr.
President and Chief Executive Officer
A signed original of this written statement required by Section 906 has been provided to Bassett Furniture Industries, Incorporated and will be retained by Bassett Furniture Industries, Incorporated and furnished to the Securities and Exchange Commission or its staff upon request.
Exhibit 32b
In connection with the Annual Report of Bassett Furniture Industries, Incorporated (the “Company”) on Form 10-K for the period ended November 25, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, J. Michael Daniel, Senior Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. ss.1350, as adopted pursuant to ss.906 of the Sarbanes-Oxley Act of 2002, that:
|
1. |
The Report fully complies with the requirements of Sections 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
|
2. |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
January 25, 2024
| /s/ J. Michael Daniel |
J. Michael Daniel
Senior Vice President and Chief Financial Officer
A signed original of this written statement required by Section 906 has been provided to Bassett Furniture Industries, Incorporated and will be retained by Bassett Furniture Industries, Incorporated and furnished to the Securities and Exchange Commission or its staff upon request.
Exhibit 97
BASSETT FURNITURE INDUSTRIES, INCORPORATED
POLICY FOR THE RECOVERY OF INCENTIVE COMPENSATION
Originally effective as of February 1, 2016
Amended and restated effective as of October 2, 2023
In the event Bassett Furniture Industries, Incorporated (the “Company”) determines it must prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period, the Company shall reasonably promptly recover any erroneously awarded compensation that was received by any current or former covered officer during the applicable lookback period.
Application of this policy will be at the direction of the Organization, Compensation and Nominating Committee (the “Committee”) of the Board of Directors (“Board”) in accordance with the final listing standards adopted by the Nasdaq Stock Market (“Nasdaq”) pursuant to Section 10D of the Securities Exchange Act of 1934, as amended (the “Act”). Prior to the effectiveness of such listing standards, the Committee shall apply this policy based on its good faith interpretation of Section 10D of the Act.
The Committee shall have broad discretion to determine the appropriate means and timing (which shall in all circumstances be reasonably promptly) of recovery of erroneously awarded compensation based on all applicable facts and circumstances, which may include without limitation: (i) requiring repayment or return of prior incentive-based compensation awards; (ii) cancelling unvested incentive-based compensation awards; (iii) offsetting the amount to be recovered from any compensation owed by the Company to the covered officer; or (iv) adjusting future compensation of such covered officer, subject to compliance with Section 409A of the Internal Revenue Code and any other applicable laws. In addition, the Committee may, to the extent permitted by law, take other remedial and recovery action, as determined by the Committee. The recovery of erroneously awarded compensation under this policy is in addition to any other right or remedy available to the Company.
For any incentive-based compensation based on stock price or total shareholder return, where the amount of erroneously awarded compensation is not subject to mathematical recalculation directly from the information in the accounting restatement, (i) the amount of erroneously awarded compensation shall be based on a reasonable estimate of the effect of the accounting restatement on the stock price or total shareholder return upon which the incentive-based compensation was received, and (ii) the Company shall maintain documentation of the determination of that reasonable estimate and provide such documentation to the Nasdaq.
Notwithstanding the foregoing, the Company shall not be required to seek recovery of erroneously awarded compensation under this policy if such recovery would be impracticable, violate home country laws and/or involve tax-qualified retirement plans, as determined by the Committee in accordance with the Nasdaq listing standards. Any such determination that the recoupment is not required shall be documented in accordance with the Nasdaq listing standards.
For purposes of this policy (i) the term “covered officer” means any current or former executive officer of the Company as defined under Rule 10D-1 of the Act, and such other senior executives as may be determined by the Committee; (ii) the term “incentive-based compensation” means any compensation that is granted, earned or vested based wholly or in part upon the attainment of a financial reporting measure; (iii) the term “financial reporting measure” means any measure that is determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, any measure that is derived wholly or in part from such measure, stock price and total shareholder return; (iv) the term “erroneously awarded compensation” means, with respect to each current or former covered officer in connection with an accounting restatement, the amount of incentive-based compensation received that exceeds the amount of incentive-based compensation that otherwise would have been received had it been determined based on the restated amounts, computed without regard to any taxes paid; (v) the term “lookback period” means, with respect to any accounting restatement, the three completed fiscal years of the Company immediately preceding the restatement date, as well as any transition period (that results from a change in the Company’s fiscal year) within or immediately following those three completed fiscal years (except that a transition period that comprises a period of at least nine months shall count as a completed fiscal year); (vi) the term “restatement date” means the earlier to occur of (1) the date the Board, a committee of the Board or officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare an accounting restatement, or (2) the date a court, regulator or other legally authorized body directs the Company to prepare an accounting restatement; and (vii) incentive-based compensation is deemed “received” in the Company’s fiscal period during which the financial reporting measure specified in the incentive-based compensation award is attained, even if payment or grant of the incentive-based compensation occurs after the end of that period.
The Committee shall have full and final authority to make all determinations under this policy, including without limitation, the authority to: (i) construe all terms, provisions, conditions and limitations of this policy; (ii) correct any defect, supply any omission or reconcile any inconsistency that may appear in this policy in such manner and to such extent as the Committee shall determine appropriate; and (iii) make all other determinations or take any actions necessary or advisable for the administration of this policy. All determinations and decisions made by the Committee pursuant to the provisions of this policy shall be final, conclusive and binding on all persons. The determination of the Committee need not be uniform with respect to one or more covered officers. The Company shall take such action as it deems necessary or appropriate to implement this policy, including requiring all covered officers to acknowledge the rights and powers of the Company and the Committee hereunder.
The Company is prohibited from indemnifying any covered officer against the loss of erroneously awarded compensation, including payment or reimbursement for the cost of third-party insurance purchased by any such covered officer to cover any such loss.
The Company shall file all disclosures with respect to this policy in accordance with the federal securities laws, including the disclosure required by SEC filings.
This policy shall apply to all incentive-based compensation that is received on or after October 2, 2023.