bset20190223_10q.htm
 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended March 2, 2019

 

OR

 

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from _____________________________ to _______________________

 

Commission File No. 000-00209

 

 

BASSETT FURNITURE INDUSTRIES, INCORPORATED

(Exact name of Registrant as specified in its charter)

 

  Virginia       54-0135270  
  (State or other jurisdiction      (I.R.S. Employer  
  of incorporation or organization)    Identification No.)  

                      

3525 Fairystone Park Highway

Bassett, Virginia 24055

(Address of principal executive offices)

(Zip Code)

 

(276) 629-6000

(Registrant's telephone number, including area code)

 

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes      X     No             

 

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

 

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

 

Large Accelerated Filer               Accelerated Filer     X      
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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes              No      X     

 

At March 28, 2019, 10,519,640 shares of common stock of the Registrant were outstanding.

 

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BASSETT FURNITURE INDUSTRIES, INCORPORATED AND SUBSIDIARIES

 

TABLE OF CONTENTS

 

 

ITEM PAGE
   

PART I - FINANCIAL INFORMATION

   

1.        Condensed Consolidated Financial Statements as of  March 2, 2019 (unaudited) and November 24, 2018 and for the three months ended March 2, 2019 (unaudited) and February 24, 2018 (unaudited) 

 
   

Condensed Consolidated Statements of Operations

3

   

Condensed Consolidated Statements of Comprehensive Income (Loss)

4

   

Condensed Consolidated Balance Sheets

5

   

Condensed Consolidated Statements of Cash Flows

6

   

Notes to Condensed Consolidated Financial Statements

7

   

2.        Management's Discussion and Analysis of Financial Condition and Results of Operations

23

   

3.        Quantitative and Qualitative Disclosures About Market Risk

33

   

4.        Controls and Procedures

33

   

PART II - OTHER INFORMATION

   

1.        Legal Proceedings

35

   

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

35

   

3.        Defaults Upon Senior Securities

35

   

6.        Exhibits

35

 

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PART I - FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

BASSETT FURNITURE INDUSTRIES, INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE PERIODS ENDED MARCH 2, 2019 AND FEBRUARY 24, 2018 – UNAUDITED

(In thousands except per share data)

 

 

   

Quarter Ended

 
                 
   

March 2,

2019

   

February 24,

2018

 

Sales revenue:

               

Furniture and accessories

  $ 107,357     $ 96,123  

Logistics

    13,484       14,149  

Total sales revenue

    120,841       110,272  
                 

Cost of furniture and accessories sold

    49,177       43,269  
                 

Selling, general and administrative expenses excluding new store pre-opening costs

    69,386       64,251  

New store pre-opening costs

    494       702  

Early retirement program

    835       -  

Income from operations

    949       2,050  
                 

Other loss, net

    (123 )     (627 )

Income before income taxes

    826       1,423  
                 

Income tax expense

    218       2,336  
                 

Net income (loss)

  $ 608     $ (913 )
                 

Basic earnings (loss) per share

  $ 0.06     $ (0.09 )
                 

Diluted earnings (loss) per share

  $ 0.06     $ (0.09 )
                 

Dividends per share

  $ 0.125     $ 0.11  

 

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

 

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PART I – FINANCIAL INFORMATION – CONTINUED

ITEM 1. FINANCIAL STATEMENTS

BASSETT FURNITURE INDUSTRIES, INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

FOR THE PERIODS ENDED MARCH 2, 2019 AND FEBRUARY 24, 2018 – UNAUDITED

(In thousands)

 

 

   

Quarter Ended

 
                 
   

March 2,

2019

   

February 24,

2018

 
                 

Net income (loss)

  $ 608     $ (913 )

Other comprehensive income:

               

Amortization associated with Long Term Cash Awards (LTCA)

    31       31  

Income taxes related to LTCA

    (8 )     (8 )

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

    46       76  

Income taxes related to SERP

    (12 )     (19 )
                 

Other comprehensive income, net of tax

    57       80  
                 

Total comprehensive income (loss)

  $ 665     $ (833 )

 

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

 

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PART I – FINANCIAL INFORMATION – CONTINUED

ITEM 1. FINANCIAL STATEMENTS

BASSETT FURNITURE INDUSTRIES, INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

MARCH 2, 2019 AND NOVEMBER 24, 2018

(In thousands)

 

 

   

(Unaudited)

         

 

 

March 2,

2019

   

November 24,

2018

 
Assets                

Current assets

               

Cash and cash equivalents

  $ 9,986     $ 33,468  

Short-term investments

    22,643       22,643  

Accounts receivable, net

    23,222       19,055  

Inventories

    66,678       64,192  

Other current assets

    14,540       9,189  

Total current assets

    137,069       148,547  
                 

Property and equipment, net

    106,880       104,863  
                 

Deferred income taxes

    3,228       3,266  

Goodwill and other intangible assets

    28,386       28,480  

Other

    6,472       6,485  

Total long-term assets

    38,086       38,231  

Total assets

  $ 282,035     $ 291,641  
                 

Liabilities and Stockholders’ Equity

               

Current liabilities

               

Accounts payable

  $ 21,439     $ 27,407  

Accrued compensation and benefits

    10,876       12,994  

Customer deposits

    24,416       27,157  

Other current liabilites and accrued expenses

    16,546       14,261  

Total current liabilities

    73,277       81,819  
                 

Long-term liabilities

               

Post employment benefit obligations

    12,853       13,173  

Other long-term liabilities

    6,900       6,340  

Total long-term liabilities

    19,753       19,513  
                 
                 

Stockholders’ equity

               

Common stock

    52,598       52,638  

Retained earnings

    138,687       140,009  

Accumulated other comprehensive loss

    (2,280 )     (2,338 )

Total stockholders' equity

    189,005       190,309  

Total liabilities and stockholders’ equity

  $ 282,035     $ 291,641  

 

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

 

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PART I – FINANCIAL INFORMATION – CONTINUED

ITEM 1. FINANCIAL STATEMENTS

BASSETT FURNITURE INDUSTRIES, INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE PERIODS ENDED MARCH 2, 2019 AND FEBRUARY 24, 2018 – UNAUDITED

(In thousands)

 

 

   

Quarter Ended

 
   

March, 2 2019

   

February 24, 2018

 

Operating activities:

               

Net income (loss)

  $ 608     $ (913 )

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

               

Depreciation and amortization

    3,370       3,304  

Loss (gain) on sale of property and equipment

    (9 )     36  

Deferred income taxes

    45       2,210  

Other, net

    (209 )     891  

Changes in operating assets and liabilities:

               

Accounts receivable

    (4,084 )     (626 )

Inventories

    (3,318 )     (5,440 )

Other current assets

    (3,163 )     (1,382 )

Customer deposits

    (2,741 )     (164 )

Accounts payable and other liabilities

    (6,233 )     1,088  

Net cash used in operating activities

    (15,734 )     (996 )
                 

Investing activities:

               

Purchases of property and equipment

    (5,552 )     (3,958 )

Cash paid for business acquisition

    -       (15,556 )

Other

    117       (481 )

Net cash used in investing activities

    (5,435 )     (19,995 )
                 

Financing activities:

               

Cash dividends

    (1,291 )     (4,942 )

Proceeds from the exercise of stock options

    25       -  

Other issuance of common stock

    74       84  

Repurchases of common stock

    (1,012 )     (244 )

Taxes paid related to net share settlement of equity awards

    -       (522 )

Repayments of notes payable

    (109 )     (3,024 )

Net cash used in financing activities

    (2,313 )     (8,648 )

Change in cash and cash equivalents

    (23,482 )     (29,639 )

Cash and cash equivalents - beginning of period

    33,468       53,949  

Cash and cash equivalents - end of period

  $ 9,986     $ 24,310  

 

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

 

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PART I-FINANCIAL INFORMATION-CONTINUED

BASSETT FURNITURE INDUSTRIES, INCORPORATED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-UNAUDITED

MARCH 2, 2019

(Dollars in thousands except share and per share data)

 

 

1. Basis of Presentation

 

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

 

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

 

The condensed consolidated financial statements include the accounts of Bassett Furniture Industries, Incorporated (“Bassett”, “we”, “our”, or the “Company”) and our wholly-owned subsidiaries of which we have a controlling interest. In accordance with ASC Topic 810, we have evaluated our licensees and certain other entities to determine whether they are variable interest entities (“VIEs”) of which we are the primary beneficiary and thus would require consolidation in our financial statements. To date we have concluded that none of our licensees nor any other of our counterparties represent VIEs.

 

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

 

Revenues from logistical services are generated by our wholly-owned subsidiary, Zenith Freight Lines, LLC (“Zenith”). Sales of logistical services from Zenith to our wholesale and retail segments have been eliminated in consolidation, and Zenith’s operating costs and expenses are included in selling, general and administrative expenses in our condensed consolidated statements of operations.

 

Our fiscal year, which ends on the last Saturday of November, periodically results in a 53-week year instead of the normal 52 weeks. The current fiscal year ending November 30, 2019 is a 53-week year, with the additional week being included in our first fiscal quarter. Accordingly, the information presented below includes 14 weeks of operations for the quarter ended March 2, 2019 as compared with 13 weeks included in the quarter ended February 24, 2018.

 

Lane Venture Acquisition

 

On December 21, 2017, we purchased certain assets and assumed certain liabilities of Lane Venture from Heritage Home Group, LLC. Lane Venture is being operated as a component of our wholesale segment (see Note 3, Business Combinations). Results of operations for the Lane Venture business are included in our condensed consolidated statements of operations since the date of acquisition.

 

Recently Adopted Accounting Pronouncements

 

Effective as of the beginning of fiscal 2019, we have adopted Accounting Standards Update No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. ASU 2016-15 addresses how certain cash receipts and cash payments are presented and classified in the statement of cash flows with the objective of reducing existing diversity in practice with respect to these items. Among the types of cash flows addressed are payments for costs related to debt prepayments or extinguishments, payments representing accreted interest on discounted debt, payments of contingent consideration after a business combination, proceeds from insurance claims and company-owned life insurance, and distributions from equity method investees, among others. The amendments in ASU 2016-15 are to be adopted retrospectively with comparative amounts in prior period cash flow statements reclassified to conform to the current period presentation. Accordingly, for the three months ended February 24, 2018 we have reclassified investments in Company-owned life insurance of $481 from cash flows from operating activities to cash flows from investing activities, and we have reclassified $78 representing the portion of a debt payment attributable to discount accretion from cash flows from financing activities to cash flows from operating activities.

 

During the first quarter of 2019, we also adopted Accounting Standards Update No. 2014-09, Revenue – Revenue from Contracts with Customers (Topic 606 or “ASC 606”). Refer to Note 14, Revenue Recognition, for more information regarding the impact of ASC 606 on our financial statements.

 

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PART I-FINANCIAL INFORMATION-CONTINUED

BASSETT FURNITURE INDUSTRIES, INCORPORATED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-UNAUDITED

MARCH 2, 2019

(Dollars in thousands except share and per share data)

 

 

2. Interim Financial Presentation

 

All intercompany accounts and transactions have been eliminated in the condensed consolidated financial statements. The results of operations for the three months ended March 4, 2019 are not necessarily indicative of results for the full fiscal year. These interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended November 24, 2018.

 

Income Taxes and Impact of the Tax Cuts and Jobs Act

 

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

 

On December 22, 2017, The Tax Cuts and Jobs Act (the “Act”) was signed into law. The Act reduced the federal statutory corporate income tax rate from 35% to 21% effective January 1, 2018 for all corporate taxpayers.  Our effective tax rate for the three months ended March 2, 2019 differs from the federal statutory rate of 21% primarily due to the effects of state income taxes and various permanent differences. 

 

Because the Act specified the new 21% tax rate beginning on January 1, 2018, we were only subject to the reduced rate for 11 months of 2018.  Therefore, we computed our income tax expense for fiscal 2018 using a blended federal statutory rate of 22.2%.  However, our effective tax rate for the three months ended February 24, 2018 was 164.2% primarily due to a $2,157 discrete charge to re-measure our deferred tax assets at the lower statutory rate.  Other items impacting our effective tax rate for the three months ended February 24, 2018 included the effects of state income taxes and various permanent differences including the favorable impacts of excess tax benefits on stock-based compensation of $181 and the Section 199: Domestic Production Activities Deduction, which was eliminated by the Act for our fiscal 2019 tax return.

  

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PART I-FINANCIAL INFORMATION-CONTINUED

BASSETT FURNITURE INDUSTRIES, INCORPORATED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-UNAUDITED

MARCH 2, 2019

(Dollars in thousands except share and per share data)

 

 

3. Business Combinations

 

Acquisition of Lane Venture

 

On December 21, 2017, we purchased certain assets and assumed certain liabilities of Lane Venture from Heritage Home Group, LLC for $15,556 in cash. Lane Venture is a manufacturer and distributor of premium outdoor furniture, and is now being operated as a component of our wholesale segment.

 

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 $15,556 all-cash purchase price to the acquired assets and liabilities of the Lane Venture business, was as follows:

 

Allocation of the fair value of consideration transferred:

       

Identifiable assets acquired:

         

Accounts receivable, net of reserve (Note 5)

  $ 1,507  

Inventory, net of reserve (Note 6)

    3,718  

Prepaid expenses and other current assets

    37  

Intangible assets

    7,360  

Total identifiable assets acquired

    12,622  

Liabilities assumed:

         

Accounts payable

    (357 )

Other accrued liabilities

    (852 )

Total liabilities assumed

    (1,209 )

Net identifiable assets acquired

    11,413  

Goodwill

    4,143  

Total net assets acquired

  $ 15,556  

 

Goodwill was determined based on the residual difference between the fair value of the consideration transferred and the value assigned to the tangible and intangible assets and liabilities recognized in connection with the acquisition and is deductible for tax purposes. Among the factors that contributed to a purchase price resulting in the recognition of goodwill are the expected synergies arising from combining the Company’s manufacturing and distribution capabilities with Lane Venture’s position in the outdoor furnishings market, a segment of the market not previously served by Bassett.

 

A portion of the fair value of the consideration transferred was assigned to identifiable intangible assets as follows:

 

   

Useful Life

         

Description

 

In Years

   

Fair Value

 
                 

Trade name

 

Indefinite

    $ 6,848  

Customer relationships

    9       512  
                 

Total acquired intangible assets

          $ 7,360  

 

The finite-lived intangible asset is being amortized on a straight-line basis over its estimated useful life. The indefinite-lived intangible asset and goodwill are not amortized but will be tested for impairment annually or between annual tests if an indicator of impairment exists.

 

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.

 

Acquisition costs related to the Lane Venture acquisition totaled $228 during the three months ended February 24, 2018, and are included in selling, general and administrative expenses in the condensed consolidated statements of operations. The acquisition costs are primarily related to legal, accounting and valuation services.

 

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PART I-FINANCIAL INFORMATION-CONTINUED

BASSETT FURNITURE INDUSTRIES, INCORPORATED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-UNAUDITED

MARCH 2, 2019

(Dollars in thousands except share and per share data)

 

The revenue and operating results of Lane Venture that are included in our condensed consolidated statement of operations for the three months ended March 2, 2019 were not material. The revenue of Lane Venture from the date of acquisition through February 24, 2018 was also not material. The operating loss from the date of acquisition through February 24, 2018 was $426, or approximately $0.03 per share, net of income tax benefit, and includes the acquisition costs noted above. The pro forma results of operations for the acquisition of Lane Venture have not been presented because they are not material to our consolidated results of operations for the three months ended February 24, 2018.

 

 

4. Financial Instruments and Fair Value Measurements

 

Financial Instruments

 

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

 

Investments

 

Our short-term investments of $22,643 at March 2, 2019 and November 24, 2018 consisted of certificates of deposit (CDs). At March 2, 2019, the CDs had original terms averaging eleven months, bearing interest at rates ranging from 0.85% to 2.70%. At March 2, 2019, the weighted average remaining time to maturity of the CDs was approximately five months and the weighted average yield of the CDs was approximately 2.44%. Each CD is placed with a federally insured financial institution and all deposits are within federal deposit insurance limits. Due to the nature of these investments and their relatively short maturities, the carrying amount of the short-term investments at March 2, 2019 and November 24, 2018 approximates their fair value.

 

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. The recurring estimate of the fair value of our notes payable for disclosure purposes (see Note 8) involves Level 3 inputs. Our primary non-recurring fair value estimates typically involve business acquisitions (Note 3) which involve a combination of Level 2 and Level 3 inputs.

 

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PART I-FINANCIAL INFORMATION-CONTINUED

BASSETT FURNITURE INDUSTRIES, INCORPORATED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-UNAUDITED

MARCH 2, 2019

(Dollars in thousands except share and per share data)

 

 

5. Accounts Receivable

 

Accounts receivable consists of the following:

 

   

March 2,

2019

   

November 24,

2018

 

Gross accounts receivable

  $ 23,945     $ 19,809  

Allowance for doubtful accounts

    (723 )     (754 )

Accounts receivable, net

  $ 23,222     $ 19,055  

 

 

Activity in the allowance for doubtful accounts for the three months ended March 2, 2019 was as follows:

 

Balance at November 24, 2018

  $ 754  

Reductions to allowance

    (31 )

Balance at March 2, 2019

  $ 723  

 

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 are valued at the lower of cost or net realizable value. Cost is determined for domestic furniture inventories using the last-in, first-out (LIFO) method. The costs for imported inventories and those applicable to Lane Venture are determined using the first-in, first-out (FIFO) method.

 

Inventories were comprised of the following:

 

   

March 2,

2019

   

November 24,

2018

 

Wholesale finished goods

  $ 30,523     $ 30,750  

Work in process

    503       432  

Raw materials and supplies

    16,112       15,503  

Retail merchandise

    30,125       27,599  

Total inventories on first-in, first-out method

    77,263       74,284  

LIFO adjustment

    (8,368 )     (8,326 )

Reserve for excess and obsolete inventory

    (2,217 )     (1,766 )
    $ 66,678     $ 64,192  

 

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

 

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PART I-FINANCIAL INFORMATION-CONTINUED

BASSETT FURNITURE INDUSTRIES, INCORPORATED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-UNAUDITED

MARCH 2, 2019

(Dollars in thousands except share and per share data)

 

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

 

   

Wholesale

Segment

   

Retail Segment

   

Total

 
                         

Balance at November 24, 2018

  $ 1,500     $ 266     $ 1,766  

Additions charged to expense

    660       139       799  

Write-offs

    (233 )     (115 )     (348 )

Balance at March 2, 2019

  $ 1,927     $ 290     $ 2,217  

 

Additions charged to expense for our wholesale segment during the three months ended March 2, 2019 includes a $390 inventory valuation charge arising from our decision to exit the juvenile furniture line of business.

 

Our estimates and assumptions have been reasonably accurate in the past. We have not made any significant changes to our methodology for determining inventory reserves in 2019 and do not anticipate that our methodology is likely to change in the future.

 

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PART I-FINANCIAL INFORMATION-CONTINUED

BASSETT FURNITURE INDUSTRIES, INCORPORATED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-UNAUDITED

MARCH 2, 2019

(Dollars in thousands except share and per share data)

 

 

7. Goodwill and Other Intangible Assets

 

Goodwill and other intangible assets consisted of the following:

 

   

March 2, 2019

 
   

Gross

Carrying

Amount

   

Accumulated

Amortization

   

Intangible

Assets, Net

 

Intangibles subject to amortization

                       

Customer relationships

  $ 3,550     $ (892 )   $ 2,658  

Technology - customized applications

    834       (487 )     347  
                         

Total intangible assets subject to amortization

    4,384       (1,379 )     3,005  
                         

Intangibles not subject to amortization:

                       

Trade names

    9,338       -       9,338  

Goodwill

    16,043       -       16,043  
                         

Total goodwill and other intangible assets

  $ 29,765     $ (1,379 )   $ 28,386  

 

   

November 24, 2018

 
   

Gross

Carrying

Amount

   

Accumulated

Amortization

   

Intangible

Assets, Net

 

Intangibles subject to amortization

                       

Customer relationships

  $ 3,550     $ (829 )   $ 2,721  

Technology - customized applications

    834       (456 )     378  
                         

Total intangible assets subject to amortization

    4,384       (1,285 )     3,099  
                         

Intangibles not subject to amortization:

                       

Trade names

    9,338       -       9,338  

Goodwill

    16,043       -       16,043  
                         

Total goodwill and other intangible assets

  $ 29,765     $ (1,285 )   $ 28,480  

 

There were no accumulated impairment losses on goodwill as of March 2, 2019 or November 24, 2018.

 

The carrying amounts of goodwill by reportable segment at both March 2, 2019 and November 24, 2018 were as follows:

 

Wholesale

  $ 9,188  

Retail

    1,926  

Logistical services

    4,929  
           

Total goodwill

  $ 16,043  

 

 

Amortization expense associated with intangible assets during the three months ended March 2, 2019 and February 24, 2018 was as follows:

 

   

Quarter Ended

 
   

March 2,

2019

   

February 24,

2018

 
                 

Intangible asset amortization expense

  $ 95     $ 80  

 

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PART I-FINANCIAL INFORMATION-CONTINUED

BASSETT FURNITURE INDUSTRIES, INCORPORATED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-UNAUDITED

MARCH 2, 2019

(Dollars in thousands except share and per share data)

 

Estimated future amortization expense for intangible assets that exist at March 2, 2019 is as follows:

 

Remainder of fiscal 2019

  $ 284  

Fiscal 2020

    379  

Fiscal 2021

    379  

Fiscal 2022

    279  

Fiscal 2023

    259  

Fiscal 2024

    259  

Thereafter

    1,166  
         

Total

  $ 3,005  

 

 

 

8. Notes Payable and Bank Credit Facility

 

Real Estate Notes Payable

 

Certain of our retail real estate properties have been financed through commercial mortgages with outstanding principal totaling $183 and $292 at March 2, 2019 and November 24, 2018, respectively. The mortgages each bear interest at a fixed rate of 6.73%. They are collateralized by the respective properties with net book values totaling approximately $5,568 and $5,599 at March 2, 2019 and November 24, 2018, respectively. The entire balance of these mortgages is due within one year and is included in other current liabilities and accrued expenses in the accompanying condensed consolidated balance sheets.

 

Fair Value

 

We believe that the carrying amount of our notes payable approximates fair value at both March 2, 2019 and November 24, 2018. In estimating the fair value, we utilize current market interest rates for similar instruments. The inputs into these fair value calculations reflect our market assumptions and are not observable. Consequently, the inputs are considered to be Level 3 as specified in the fair value hierarchy in ASC Topic 820, Fair Value Measurements and Disclosures. See Note 3.

 

Bank Credit Facility

 

Our credit facility with our bank provides for a line of credit of up to $25,000. This credit facility is unsecured and contains covenants requiring us to maintain certain key financial ratios. We are in compliance with all covenants under the agreement and expect to remain in compliance for the foreseeable future. The credit facility will mature in December 2021.

 

At March 2, 2019, we had $2,798 outstanding under standby letters of credit against our line, leaving availability under our credit line of $22,202. In addition, we have outstanding standby letters of credit with another bank totaling $325.

 

 

 

9. Post Employment Benefit Obligations

 

Defined Benefit Plans

 

We have an unfunded Supplemental Retirement Income Plan (the “Supplemental Plan”) that covers one current and certain former executives. The liability for the Supplemental Plan was $10,364 and $10,574 as of March 2, 2019 and November 24, 2018, respectively.

 

We also have the Bassett Furniture Industries, Incorporated Management Savings Plan (the “Management Savings Plan”) which was established in the second quarter of fiscal 2017. The Management Savings Plan is an unfunded, nonqualified deferred compensation plan maintained for the benefit of certain highly compensated or management level employees. As part of the Management Savings Plan, we have made Long Term Cash Awards (“LTC Awards”) totaling $2,000 to certain management employees in the amount of $400 each. The liability for the LTC Awards was $1,101 and $1,078 as of March 2, 2019 and November 24, 2018, respectively.

 

14 of 37

 

 

PART I-FINANCIAL INFORMATION-CONTINUED

BASSETT FURNITURE INDUSTRIES, INCORPORATED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-UNAUDITED

MARCH 2, 2019

(Dollars in thousands except share and per share data)

 

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

 

   

March 2,

2019

   

November 24,

2018

 

Accrued compensation and benefits

  $ 798     $ 798  

Post employment benefit obligations

    10,667       10,854  
                 

Total pension liability

  $ 11,465     $ 11,652  

 

 

 

Components of net periodic pension costs for our defined benefit plans for the three months ended March 2, 2019 and February 24, 2018 are as follows:

 

   

Quarter Ended

 
   

March 2,

2019

   

February 24,

2018

 

Service cost

  $ 47     $ 49  

Interest cost

    110       105  

Amortization of prior service costs

    31       31  

Amortization of transition obligation

    -       11  

Amortization of loss

    46       65  
                 

Net periodic pension cost

  $ 234     $ 261  

 

The components of net periodic pension cost other than the service cost component are included in other loss, net in our condensed consolidated statements of operations.

 

Deferred Compensation Plans

 

We have an unfunded deferred compensation plan that covers one current executive and certain former executives and provides for voluntary deferral of compensation. This plan has been frozen with no additional participants or deferrals permitted. Our liability under this plan was $1,792 and $1,837 as of March 2, 2019 and November 24, 2018, respectively.

 

We also have an unfunded, nonqualified deferred compensation plan maintained for the benefit of certain highly compensated or management level employees which was established under the Management Savings Plan. Our liability under this plan, including both accrued Company contributions and participant salary deferrals, was $661 and $611 as of March 2, 2019 and November 24, 2018, respectively.

 

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

 

   

March 2,

2019

   

November 24,

2018

 

Accrued compensation and benefits

  $ 266     $ 266  

Post employment benefit obligations

    2,186       2,053  
                 

Total deferred compensation liability

  $ 2,452     $ 2,319  

 

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PART I-FINANCIAL INFORMATION-CONTINUED

BASSETT FURNITURE INDUSTRIES, INCORPORATED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-UNAUDITED

MARCH 2, 2019

(Dollars in thousands except share and per share data)

 

We recognized expense under our deferred compensation arrangements during the three months ended March 2, 2019 and February 24, 2018 as follows:

 

   

Quarter Ended

 
   

March 2,

2019

   

February 24,

2018

 

Deferred compensation expense

  $ 99     $ 79  

 

 

 

10. Other Operating Losses

 

Early Retirement Program

 

During the first quarter of fiscal 2019, we offered a voluntary early retirement package to certain eligible employees of the Company. Twenty-three employees accepted the offer, which expired on February 28, 2019. These employees are to receive pay equal to one-half their current salary plus benefits over a period of one year from the final day of each individual’s active employment. Accordingly, we recognized a charge of $835 during the three months ended March 2, 2019. The unpaid obligation of $835 is included in other current liabilities and accrued expenses in our condensed consolidated balance sheet as of March 2, 2019.

 

 

 

11. Commitments and Contingencies

 

We are involved in various legal and environmental matters, which arise in the normal course of business. Although the final outcome of these matters cannot be determined, based on the facts presently known, we believe that the final resolution of these matters will not have a material adverse effect on our financial position or future results of operations.

 

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 warehousing and distribution hubs used in our retail and logistical services segments. We also lease tractors and trailers used in our logistical services segment, and local delivery trucks used in our retail segment. Our real estate lease terms range from one to 15 years and generally have renewal options of between five and 15 years. Some store leases contain contingent rental provisions based upon sales volume. Our transportation equipment leases have terms ranging from two to seven years with fixed monthly rental payments plus variable charges based upon mileage. The following schedule shows future minimum lease payments under non-cancellable operating leases with terms in excess of one year as of March 2, 2019:

 

   

Retail Stores

   

Warehousing

& Distribution

Centers

   

Transportation

Equipment

   

All Other

   

Total

 
                                         

Remainder of fiscal 2019

  $ 18,162     $ 3,697     $ 3,242     $ 1,302     $ 26,403  

Fiscal 2020

    23,378       4,442       4,206       1,637       33,663  

Fiscal 2021

    20,674       3,833       3,051       970       28,528  

Fiscal 2022

    18,166       3,539       2,151       487       24,343  

Fiscal 2023

    15,964       2,108       1,272       -       19,344  

Fiscal 2024

    12,096       532       974       -       13,602  

Thereafter

    37,870       -       356       -       38,226  

Total future minimum lease payments

  $ 146,310     $ 18,151     $ 15,252     $ 4,396     $ 184,109  

 

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PART I-FINANCIAL INFORMATION-CONTINUED

BASSETT FURNITURE INDUSTRIES, INCORPORATED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-UNAUDITED

MARCH 2, 2019

(Dollars in thousands except share and per share data)

 

In connection with our long-term real estate leases, our liability for accrued straight-line rent expense was $6,227 and $5,844 at March 2, 2019 and November 24, 2018, respectively, and is included in other current liabilities and accrued expenses in our condensed consolidated balance sheets. Improvement allowances received from lessors at the inception of a lease are deferred and amortized over the term of the lease. The unamortized balance of such amounts was $7,519 and $6,716 at March 2, 2019 and November 24, 2018, respectively, with the non-current portion of $6,410 and $5,715, respectively, included in other long term liabilities in our condensed consolidated balance sheets and the remaining current portion included in other current liabilities and accrued expenses. At March 2, 2019 and November 24, 2018 prepaid rent of $2,893 and $245, respectively, was included in other current assets in our condensed consolidated balance sheets.

 

We also have guaranteed certain lease obligations of licensee operators. Lease guarantees range from one to ten years. We were contingently liable under licensee lease obligation guarantees in the amount of $1,953 and $2,021 at March 2, 2019 and November 24, 2018, respectively.

 

In the event of default by an independent dealer under the guaranteed lease, we believe that the risk of loss is mitigated through a combination of options that include, but are not limited to, arranging for a replacement dealer or liquidating the collateral (primarily inventory). The proceeds of the above options are expected to cover the estimated amount of our future payments under the guarantee obligations, net of recorded reserves. The fair value of lease guarantees (an estimate of the cost to the Company to perform on these guarantees) at March 2, 2019 and November 24, 2018 was not material.

 

 

 

12. Earnings (Loss) Per Share

 

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

 

   

Net Income

   

Weighted Average

Shares

   

Net Income

Per Share

 

For the quarter ended March 2, 2019:

                       
                         

Basic earnings per share

  $ 608       10,454,348     $ 0.06  

Add effect of dilutive securities:

                       

Options and restricted shares

    -       28,893       -  

Diluted earnings per share

  $ 608       10,483,241     $ 0.06  
                         

For the quarter ended February 24, 2018:

                       
                         

Basic loss per share

  $ (913 )     10,686,477     $ (0.09 )

Add effect of dilutive securities:

                       

Options and restricted shares

    -       -       -  

Diluted loss per share

  $ (913 )     10,686,477     $ (0.09 )

 

 

For the three months ended March 2, 2019 and February 24, 2018, the following potentially dilutive shares were excluded from the computations as their effect was anti-dilutive:

 

 

   

Quarter Ended

 
   

March 2,

2019

   

February 24,

2018

 
                 

Stock options

    -       11,750  

Unvested shares

    36,000       59,138  

 

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PART I-FINANCIAL INFORMATION-CONTINUED

BASSETT FURNITURE INDUSTRIES, INCORPORATED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-UNAUDITED

MARCH 2, 2019

(Dollars in thousands except share and per share data)

 

 

13. Segment Information

 

 

We have 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 now include Lane Venture (see Note 3, Business Combinations), as well as all corporate selling, general and administrative expenses, including those corporate expenses related to both Company- and licensee-owned stores. Our wholesale segment also includes our holdings of short-term investments and retail real estate previously leased as licensee stores. The earnings and costs associated with these assets are included in other loss, net, in our condensed consolidated statements of operations.

 

 

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.

 

 

Logistical services. Our logistical services segment reflects the operations of Zenith. In addition to providing shipping and warehousing services for the Company, Zenith also provides similar services to other customers, primarily in the furniture industry. Revenue from the performance of these services to other customers is included in logistical services revenue in our condensed consolidated statements of operations. Zenith’s total operating costs, including those associated with providing logistical services to the Company as well as to third-party customers, are included in selling, general and administrative expenses and were $21,039 and $21,092 for the three months ended March 2, 2019 and February 24, 2018, respectively.

 

During the fourth quarter of fiscal 2018, we substantially completed transferring operational control of home delivery services for BHF stores from Zenith to our retail segment, including the transfer of the assets and many of the employees used in providing that service. Accordingly, the results for the retail and logistical services segments for all periods presented have been restated to present the depreciation and amortization, capital expenditures and identifiable assets associated with home delivery services formerly provided by Zenith to the Bassett retail segment as though they had been incurred within the retail segment, and intercompany revenues for those services are no longer included in the logistical services segment. The impact of the restatement upon the income (loss) from operations for both the logistical services and retail segments was not material. Concurrently with the transfer of home delivery operations to retail, Zenith also ceased providing such services to third party customers. Revenues from Zenith’s home delivery services formerly provided to third party customers and the associated costs thereof continue to be reported in the logistical services segment. Zenith continues to provide other intercompany shipping and warehousing services to Bassett which are eliminated in consolidation.

 

Inter-company net sales elimination represents the elimination of wholesale sales to our Company-owned stores and the elimination of Zenith logistics revenue from our wholesale and retail segments. 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, and the elimination of shipping and handling charges from Zenith for services provided to our wholesale and retail operations.

 

18 of 37

 

 

PART I-FINANCIAL INFORMATION-CONTINUED

BASSETT FURNITURE INDUSTRIES, INCORPORATED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-UNAUDITED

MARCH 2, 2019

(Dollars in thousands except share and per share data)

 

The following table presents our segment information:

 

   

Quarter Ended

 
   

March 2,

2019

   

February 24,

2018

 

Sales Revenue

               

Wholesale

  $ 72,781     $ 63,100  

Retail - Company-owned stores

    69,629       64,661  

Logistical services

    21,751       21,422  

Inter-company eliminations:

               

Furniture and accessories

    (35,054 )     (31,638 )

Logistical services

    (8,266 )     (7,273 )

Consolidated

  $ 120,841     $ 110,272  
                 

Income from Operations

               

Wholesale

  $ 4,182     $ 3,064  

Retail - Company-owned stores

    (3,046 )     (1,513 )

Logistical services

    712       330  

Inter-company elimination

    (64 )     169  

Early retirement program

    (835 )     -  

Consolidated

  $ 949     $ 2,050  
                 

Depreciation and Amortization

               

Wholesale

  $ 818     $ 703  

Retail - Company-owned stores

    1,505       1,598  

Logistical services

    1,047       1,003  

Consolidated

  $ 3,370     $ 3,304  
                 

Capital Expenditures

               

Wholesale

  $ 1,065     $ 1,217  

Retail - Company-owned stores

    4,017       2,617  

Logistical services

    470       124  

Consolidated

  $ 5,552     $ 3,958  

 

   

As of

   

As of

 

Identifiable Assets

 

March 2,

2019

   

November 24,

2018

 

Wholesale

  $ 133,214     $ 144,209  

Retail - Company-owned stores

    102,662       96,241  

Logistical services

    46,159       51,191  

Consolidated

  $ 282,035     $ 291,641  

 

 

Wholesale shipments by type

                               
   

Quarter Ended

 
   

March 2, 2019

   

February 24, 2018

 
                                 

Bassett Custom Upholstery

  $ 41,538       57.1 %   $ 33,568       53.2 %

Bassett Leather

    5,771       7.9 %     6,524       10.3 %

Bassett Custom Wood

    11,675       16.0 %     10,987       17.4 %

Bassett Casegoods

    12,640       17.4 %     10,797       17.1 %

Accessories

    1,157       1.6 %     1,224       1.9 %

Total

  $ 72,781       100.0 %   $ 63,100       100.0 %

 

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PART I-FINANCIAL INFORMATION-CONTINUED

BASSETT FURNITURE INDUSTRIES, INCORPORATED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-UNAUDITED

MARCH 2, 2019

(Dollars in thousands except share and per share data)

 

 

14. Revenue Recognition

 

We adopted ASU 2014-09, Revenue - Revenue from Contracts with Customers (ASC Topic 606 or "ASC 606") effective as of November 25, 2018, the beginning of our 2019 fiscal year. ASC 606 requires a company to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration the company expects to receive in exchange for those goods or services. For our wholesale and retail segments, revenue is recognized when the risks and rewards of ownership and title to the product have transferred to the buyer.

 

At wholesale, transfer occurs and revenue is recognized upon the shipment of goods to independent dealers and licensee-owned BHF stores. We offer payment terms varying from 30 to 60 days for wholesale customers. Estimates for returns and allowances have been recorded as a reduction of revenue based on our historical return patterns. The contracts with our licensee store owners do not provide for any royalty or license fee to be paid to us.

 

At retail, transfer occurs and revenue is recognized upon delivery of goods to the customer. We typically collect a significant portion of the purchase price as a customer deposit upon order, with the balance typically collected upon delivery. These deposits are carried on our balance sheet as a current liability until delivery is fulfilled and amounted to $24,416 and $27,157 as of March 2, 2019 and November 24, 2018, respectively. Substantially all of the customer deposits held at November 24, 2018 related to performance obligations satisfied during the current period and have therefore been recognized in revenue for the quarter ended March 2, 2019. 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.

 

For our logistical services segment, line-haul freight revenue is recognized as services are performed and are billed to the customer upon the completion of delivery to the destination. Because the customer receives the benefits of these services as the freight is in transit from point of origin to destination, we recognize revenue using a percentage of completion method based on our estimate the amount of time freight has been in transit as of the reporting date compared with our estimate total required time for the deliveries. We recognize an asset for the amount of line-haul revenue earned but not yet billed which is included in other current assets. The balance of this asset was $528 at March 2, 2019 and $512 at the beginning of the first quarter of fiscal 2019. Warehousing services revenue is based upon warehouse space occupied by a customer’s goods and inventory movements in and out of a warehouse and is recognized as such services are provided and billed to the customer concurrently in the same period. All invoices for logistical services are due 30 days from invoice date.

 

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 (e.i. – 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 March 2, 2019 and November 24, 2018, our balance of prepaid commissions included in other current assets was $2,453 and $2,739, respectively. We do not incur sales commissions in our logistical services segment.

 

We adopted ASC 606 using the modified retrospective method and applied the standard only to contracts that were not completed as of initial application. Results for reporting periods beginning after November 24, 2018 are presented under the new standard, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting. Our adoption of ASC 606 did not have a material impact on our consolidated financial statements except for our enhanced presentation and disclosures. We also expect the impact of the adoption of ASC 606 to be immaterial to our net income and financial position on an ongoing basis.

 

Upon adoption of ASC 606, we have adopted the following policy elections and practical expedients:

 

 

We exclude from revenue amounts collected from customers for sales tax, which is consistent with our policy prior to the adoption of ASC 606.

 

 

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 or goods or services is made within one year of the placement of customer orders.

 

See Note 13, Segments, for disaggregated revenue information.

 

20 of 37

 

 

PART I-FINANCIAL INFORMATION-CONTINUED

BASSETT FURNITURE INDUSTRIES, INCORPORATED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-UNAUDITED

MARCH 2, 2019

(Dollars in thousands except share and per share data)

 

 

15. Changes to Stockholders’ Equity

 

The following changes in our stockholders’ equity occurred during the three months ended March 2, 2019 and February 24, 2018:

 

 

   

Quarter Ended

 
                 
   

March 2,

2019

   

February 24,

2018

 

Common Stock:

               
                 

Beginning of period

  $ 52,638     $ 53,690  

Issuance of common stock

    217       193  

Purchase and retirement of common stock

    (257 )     (107 )

End of period

  $ 52,598     $ 53,776  
                 

Common Shares Issued and Outstanding:

               
                 

Beginning of period

    10,527,636       10,737,950  

Issuance of common stock

    43,472       38,641  

Purchase and retirement of common stock

    (51,468 )     (21,300 )

End of period

    10,519,640       10,755,291  
                 

Additional Paid-in Capital:

               
                 

Beginning of period

  $ -     $ 962  

Issuance of common stock

    (118 )     (109 )

Purchase and retirement of common stock

    (137 )     (659 )

Stock based compensation

    255       305  

End of period

  $ -     $ 499  
                 

Retained Earnings:

               
                 

Beginning of period

  $ 140,009     $ 139,378  

Cumulative effect of a change in accounting principal

    (21 )     -  

Reclassification of certain tax effects from accumulated other comprehensive loss

    -       545  

Net income (loss) for the period

    608       (913 )

Purchase and retirement of common stock

    (618 )     -  

Cash dividends

    (1,291 )     (1,183 )

End of period

  $ 138,687     $ 137,827  
                 

Accumulated Other Comprehensive Loss:

               
                 

Beginning of period

  $ (2,338 )   $ (2,570 )

Reclassification of certain tax effects from accumulated other comprehensive loss

    -       (545 )

Amortization of pension costs, net of tax

    58       79  

End of period

  $ (2,280 )   $ (3,036 )

 

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PART I-FINANCIAL INFORMATION-CONTINUED

BASSETT FURNITURE INDUSTRIES, INCORPORATED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-UNAUDITED

MARCH 2, 2019

(Dollars in thousands except share and per share data)

 

 

16. Recent Accounting Pronouncements

 

In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (Topic 842). The guidance in ASU 2016-02 (as subsequently amended by ASU 2018-01, ASU 2018-10, ASU 2018-11, ASU 2018-20 and ASU 2019-01) requires that a lessee recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. As with previous guidance, there continues to be a differentiation between finance leases and operating leases, however this distinction now primarily relates to differences in the manner of expense recognition over time and in the classification of lease payments in the statement of cash flows. Lease assets and liabilities arising from both finance and operating leases will be recognized in the statement of financial position. ASU 2016-02 leaves the accounting for leases by lessors largely unchanged from previous GAAP. The transitional guidance for adopting the requirements of ASU 2016-02 calls for a modified retrospective approach that includes a number of optional practical expedients that entities may elect to apply. In addition, ASU 2018-11 provides for an additional (and optional) transition method by which entities may elect to initially apply the transition requirements in Topic 842 at that Topic’s effective date with the effects of initially applying Topic 842 recognized as a cumulative effect adjustment to the opening balance of retained earnings in the period of adoption and without retrospective application to any comparative prior periods presented. Also, ASU 2018-20 provides certain narrow-scope improvements to Topic 842 as it relates to lessors. The guidance in ASU 2016-02 will become effective for us as of the beginning of our 2020 fiscal year. We are currently evaluating the impact that the adoption of ASU 2016-02 will have on our consolidated financial statements, which we expect will have a material effect on our statement of financial position (refer to Note 11 for information regarding our leases currently classified as operating leases under ASC Topic 840). We currently anticipate that we will adopt the guidance of ASU 2016-02 as of the beginning of our 2020 fiscal year using the optional transition method as provided by ASU 2018-11.

 

In January 2017, the FASB issued Accounting Standards Update No. 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. ASU 2017-04 eliminates Step 2 from the goodwill impairment test. Under Step 2, an entity had to perform procedures to determine the fair value at the impairment testing date of its assets and liabilities (including unrecognized assets and liabilities) following the procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. Instead, under the amendments in ASU 2017-04, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Additionally, an entity should consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. The amendments in ASU 2017-04 will become effective for us as of the beginning of our 2021 fiscal year. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The adoption of this guidance is not expected to have a material impact upon our financial condition or results of operations.

 

In August 2018, the FASB issued Accounting Standards Update No. 2018-15, Accounting Standards Update No. 2018-15Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, to help entities evaluate the accounting for fees paid by a customer in a cloud computing arrangement (hosting arrangement) by providing guidance for determining when the arrangement includes a software license. The amendments in ASU 2018-15 align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal use software license). The accounting for the service element of a hosting arrangement that is a service contract is not affected by the amendments in ASU 2018-15. The amendments in ASU 2018-15 will become effective for us as of the beginning of our 2021 fiscal year. Early adoption is permitted, including adoption in any interim period. We are currently evaluating the impact that this guidance will have upon our financial position and results of operations, if any.

 

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PART I-FINANCIAL INFORMATION-CONTINUED

BASSETT FURNITURE INDUSTRIES, INCORPORATED AND SUBSIDIARIES

MARCH 2, 2019

(Dollars in thousands except share and per share data)

 

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

 

Our fiscal year, which ends on the last Saturday of November, periodically results in a 53-week year instead of the normal 52 weeks.  The current fiscal year ending November 30, 2019 is a 53-week year, with the additional week being included in our first fiscal quarter.  Accordingly, the information presented below includes 14 weeks of operations for the quarter ended March 2, 2019 as compared to 13 weeks included in the quarter ended February 24, 2018.

 

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 were founded in 1902 and incorporated under the laws of Virginia in 1930. Our rich 117-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 102 BHF stores at March 2, 2019 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 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 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 design visits (“home makeovers”), and coordinated decorating accessories.  Our philosophy is based on building strong long-term relationships with each customer.  Sales people are referred to as “Design Consultants” and are trained to evaluate customer needs and provide comprehensive solutions for their home decor.  Until a rigorous training and design certification program is completed, Design Consultants are not authorized to perform in-home design services for our customers.

 

We have factories in Newton, North Carolina and Grand Prairie, Texas that manufacture custom upholstered furniture, a factory in Martinsville, Virginia that primarily assembles and finishes our custom casual dining offerings and a factory in Bassett, Virginia that assembles and finishes our “Bench Made” line of custom, solid hardwood furniture. Our manufacturing team takes great pride in the breadth of its options, the precision of its craftsmanship, and the speed of its process, with custom pieces often manufactured within two weeks of taking the order in our stores. Our logistics team then promptly ships the product to one of our home delivery hubs or to a location specified by our licensees.  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 70% of the products we currently sell are manufactured in the United States.

 

We also own Zenith Freight Lines, LLC (“Zenith”) which provides logistical services to Bassett along with other furniture manufacturers and retailers. Zenith delivers best-of-class shipping and logistical support services that are uniquely tailored to the needs of Bassett and the furniture industry. Over 60% of Zenith’s revenue is generated from services provided to non-Bassett customers.

 

On December 21, 2017, we purchased certain assets and assumed certain liabilities of Lane Venture from Heritage Home Group, LLC for $15,556 in cash. Lane Venture is a manufacturer and distributor of premium outdoor furniture, and is now being operated as a component of our wholesale segment. This acquisition marked our entry into the market for outdoor furniture and we believe that Lane Venture has provided a foundation for us to become a significant participant in this category. We plan to distribute this brand outside of our Bassett store network with plans to introduce a Bassett-branded line in the stores in the first quarter of fiscal 2020. See Note 3 to our consolidated financial statements for additional details regarding this acquisition.

 

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PART I-FINANCIAL INFORMATION-CONTINUED

BASSETT FURNITURE INDUSTRIES, INCORPORATED AND SUBSIDIARIES

MARCH 2, 2019

(Dollars in thousands except share and per share data)

 

At March 2, 2019, our BHF store network included 69 Company-owned stores and 33 licensee-owned stores. During the first quarter of fiscal 2019, we opened new stores in Coral Gables, Florida, Columbus, Ohio, Tucson, Arizona and Estero, Florida, and a new licensee store was opened in Boise, Idaho. We also completed the repositioning of our store in Friendswood, Texas to a new location in the Baybrook Mall area of Friendswood.

 

We continue to execute our strategy of growing the Company through opening new stores, repositioning stores to improved locations within a market and closing underperforming stores. The following table shows planned store openings where leases have been executed:

 

     

Size

 

Planned

Location

Type

 

Sq. Ft.

 

Opening

New Stores:

           

Sarasota, FL

Corporate

    8,000  

Q2 2019

Princeton, NJ

Corporate

    13,000  

Q4 2019

Thornton, CO

Licensee

    23,000  

Q1 2020

 

Following the planned openings shown above, we expect to significantly reduce the pace of the BHF network expansion and focus on maximizing profitable sales volume through our existing stores.

 

As with any retail operation, prior to opening a new store we incur such expenses as rent, training costs and other payroll related costs. These costs generally range between $200 to $400 per store depending on the overall rent costs for the location and the period between the time when we take physical possession of the store space and the time of the store opening. Generally, rent payments during a buildout period between delivery of possession and opening of a new store are deferred and therefore straight line rent expense recognized during that time does not require cash. Inherent in our retail business model, we also incur losses in the two to three months of operation following a new store opening. Like other furniture retailers, we do not recognize a sale until the furniture is delivered to our customer. Because our retail business model generally does not involve maintaining a stock of retail inventory that would result in quick delivery and because of the custom nature of many of our furniture offerings, delivery to our customers usually occurs about 30 days after an order is placed. We generally require a deposit at the time of order and collect the remaining balance when the furniture is delivered, at which time the sale is recognized. Coupled with the previously discussed store pre-opening costs, total start-up losses can range from $400 to $600 per store. While our retail expansion is initially costly, we believe our site selection and new store presentation will generally result in locations that operate at or above a retail break-even level within a reasonable period of time following store opening. Factors affecting the length of time required to achieve this goal on a store-by-store basis may include the level of brand recognition, the degree of local competition and the depth of penetration in a particular market. Even as new stores ramp up to break-even, we do realize additional wholesale sales volume that leverages the fixed costs in our wholesale business.

 

We continue to invest in our digital effort to improve our customers’ journey from the time they begin on our website to the final step of delivering the goods to their homes. Today’s customers expect their digital experiences and communications to be personalized, highly-relevant and catered to match their specific needs and preferences. We are in the process of establishing a centralized customer care center that will track each customer's path from initial engagement through point of sale and ultimately to their post-delivery experience with the furniture using customer relationship management (CRM) software.  We believe that the data captured during the customer's journey will provide valuable insights and result in driving operational best practices in the months and years ahead.

 

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PART I-FINANCIAL INFORMATION-CONTINUED

BASSETT FURNITURE INDUSTRIES, INCORPORATED AND SUBSIDIARIES

MARCH 2, 2019

(Dollars in thousands except share and per share data)

 

Results of Operations – Three months ended March 2, 2019 compared with the three months ended February 24, 2018:

 

Net sales of furniture and accessories, logistics 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 three months ended March 2, 2019 and February 24, 2018:

 

   

Quarter Ended*

   

Change

 
   

March 2, 2019

   

February 24, 2018

   

Dollars

   

Percent

 
                                                 

Sales revenue:

                                               

Furniture and accessories

  $ 107,357       88.8 %   $ 96,123       87.2 %   $ 11,234       11.7 %

Logistics revenue

    13,484       11.2 %     14,149       12.8 %     (665 )     -4.7 %

Total sales revenue

    120,841       100.0 %     110,272       100.0 %     10,569       9.6 %

Cost of furniture and accessories sold

    49,177       40.7 %     43,269       39.2 %     5,908       13.7 %

SG&A expenses

    69,386       57.4 %     64,251       58.3 %     5,135       8.0 %

New store pre-opening costs

    494       0.4 %     702       0.6 %     (208 )     -29.6 %

Other charges

    835       0.7 %     -       0.0 %     835       100.0 %
                                                 

Income from operations

  $ 949       0.8 %   $ 2,050       1.9 %   $ (1,101 )     -53.7 %

 

*14 weeks for fiscal 2019 as compared with 13 weeks for fiscal 2018.

 

 

Refer to the segment information which follows for a discussion of the significant factors and trends affecting our results of operations for the three months ended March 2, 2019 as compared with the prior year period.

 

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PART I-FINANCIAL INFORMATION-CONTINUED

BASSETT FURNITURE INDUSTRIES, INCORPORATED AND SUBSIDIARIES

MARCH 2, 2019

(Dollars in thousands except share and per share data)

 

Segment Information

 

We have strategically aligned our business into three reportable segments 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 now include Lane Venture, as well as all corporate selling, general and administrative expenses, including those corporate expenses related to both Company- and licensee-owned stores. We eliminate the sales between our wholesale and retail segments as well as the imbedded profit in the retail inventory for the consolidated presentation in our financial statements. Also included in our wholesale segment are our short-term investments and our holdings of retail real estate previously leased as licensee stores. The earnings and costs associated with these assets are included in other loss, net, in our condensed consolidated statements of operations.

 

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

 

Logistical services. Our logistical services segment reflects the operations of Zenith. In addition to providing shipping and warehousing services for the Company, Zenith also provides similar services to other customers, primarily in the furniture industry. Revenue from the performance of these services to other customers is included in logistical services revenue in our condensed consolidated statements of operations. Zenith’s operating costs are included in selling, general and administrative expenses.

 

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PART I-FINANCIAL INFORMATION-CONTINUED

BASSETT FURNITURE INDUSTRIES, INCORPORATED AND SUBSIDIARIES

MARCH 2, 2019

(Dollars in thousands except share and per share data)

 

The following tables illustrate the effects of various intercompany eliminations on income from operations in the consolidation of our segment results:

 

   

Quarter Ended March 2, 2019*

 
   

Wholesale

   

Retail

   

Logistics

   

Eliminations

     

Consolidated

 
                                           

Sales revenue:

                                         

Furniture & accessories

  $ 72,781     $ 69,629     $ -     $ (35,053 ) (1)   $ 107,357  

Logistics

    -       -       21,751       (8,267 ) (2)     13,484  

Total sales revenue

    72,781       69,629       21,751       (43,320 )       120,841  

Cost of furniture and accessories sold

    48,850       34,951       -       (34,624 ) (3)     49,177  

SG&A expense

    19,749       37,230       21,039       (8,632 ) (4)     69,386  

New store pre-opening costs

    -       494       -       -         494  

Income (loss) from operations (5)

  $ 4,182     $ (3,046 )   $ 712     $ (64 )     $ 1,784  

 

   

Quarter Ended February 24, 2018*

 
   

Wholesale

   

Retail

   

Logistics

   

Eliminations

     

Consolidated

 
                                           

Sales revenue:

                                         

Furniture & accessories

  $ 63,100     $ 64,661     $ -     $ (31,638 ) (1)   $ 96,123  

Logistics

    -       -       21,422       (7,273 ) (2)     14,149  

Total sales revenue

    63,100       64,661       21,422       (38,911 )       110,272  

Cost of furniture and accessories sold

    42,644       31,994       -       (31,369 ) (3)     43,269  

SG&A expense

    17,392       33,478       21,092       (7,711 ) (4)     64,251  

New store pre-opening costs

    -       702       -       -         702  

Income (loss) from operations

  $ 3,064     $ (1,513 )   $ 330     $ 169       $ 2,050  

 

 

(1)

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

(2)

Represents the elimination of logistical services billed to our wholesale segment.

(3)

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

(4)

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

 

   

Quarter Ended*

 
   

March 2,

2019

   

February 24,

2018

 
                 

Intercompany logistical services

  $ (8,267 )   $ (7,273 )

Intercompany rents

    (365 )     (438 )
                 

Total SG&A expense elimination

  $ (8,632 )   $ (7,711 )

 

(5)

Excludes the effects of the early retirement program, which is not allocated to our segments.

 

*14 weeks for fiscal 2019 as compared with 13 weeks for fiscal 2018.

 

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PART I-FINANCIAL INFORMATION-CONTINUED

BASSETT FURNITURE INDUSTRIES, INCORPORATED AND SUBSIDIARIES

MARCH 2, 2019

(Dollars in thousands except share and per share data)

 

Wholesale Segment

 

Results for the wholesale segment for the three months ended March 2, 2019 and February 24, 2018 are as follows:

 

 

   

Quarter Ended*

   

Change

 
   

March 2, 2019

   

February 24, 2018

   

Dollars

   

Percent

 
                                                 

Net sales

  $ 72,781       100.0 %   $ 63,100       100.0 %   $ 9,681       15.3 %

Gross profit

    23,931       32.9 %     20,456       32.4 %     3,475       17.0 %

SG&A expenses

    19,749       27.1 %     17,392       27.6 %     2,357       13.6 %
                                                 

Income from operations

  $ 4,182       5.7 %   $ 3,064       4.9 %   $ 1,118       36.5 %

 

*14 weeks for fiscal 2019 as compared with 13 weeks for fiscal 2018.

 

Quarterly Analysis of Results - Wholesale

 

On an average weekly basis (normalizing for 14 weeks compared to 13 weeks), net sales increased $4,482 or 7.1%. This increase was driven by a $2,063 increase in Lane Venture shipments over the prior year period when we were then in the process of integrating the newly acquired operations into the Company, along with a 3.0% increase in shipments to the BHF network and a 4.6% increase in furniture shipments to the open market (outside the BHF network). Gross margin for the wholesale segment was 32.9% for the first quarter of 2019 as compared to 32.4% for the prior year quarter. This increase was primarily driven by higher margins in domestic custom upholstery operations as price increases implemented during the third quarter of 2018 offset the increased raw material costs experienced late in 2017 and early 2018. This margin improvement was partially offset by lower margins in the imported casegoods operation due to a $390 inventory valuation charge associated with our exit from the juvenile line of business. In addition, both the upholstery and wood operations were negatively impacted by higher labor costs due to higher employee health care expenses from unfavorable claim experience. The decrease in SG&A as a percentage of sales was primarily driven by greater leverage of fixed costs due to higher sales volumes partially offset by higher marketing and other brand development costs and higher employee health care expenses from unfavorable claim experience.

 

 

Wholesale shipments by type:

 

Quarter Ended*

   

Change

 
   

March 2, 2019

   

February 24, 2018

   

Dollars

   

Percent

 
                                                 

Bassett Custom Upholstery

  $ 41,538       57.1 %   $ 33,568       53.2 %   $ 7,970       23.7 %

Bassett Leather

    5,771       7.9 %     6,524       10.3 %     (753 )     -11.5 %

Bassett Custom Wood

    11,675       16.0 %     10,987       17.4 %     688       6.3 %

Bassett Casegoods

    12,640       17.4 %     10,797       17.1 %     1,843       17.1 %

Accessories

    1,157       1.6 %     1,224       1.9 %     (67 )     -5.5 %

Total

  $ 72,781       100.0 %   $ 63,100       100.0 %   $ 9,681       15.3 %

 

*14 weeks for fiscal 2019 as compared with 13 weeks for fiscal 2018.

 

 

Wholesale Backlog

 

The dollar value of wholesale backlog, representing orders received but not yet shipped to dealers and Company stores, was $13,657 at March 2, 2019 as compared with $17,098 at February 24, 2018.

 

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PART I-FINANCIAL INFORMATION-CONTINUED

BASSETT FURNITURE INDUSTRIES, INCORPORATED AND SUBSIDIARIES

MARCH 2, 2019

(Dollars in thousands except share and per share data)

 

Retail – Company-owned Stores Segment

 

Results for the retail segment for the three months ended March 2, 2019 and February 24, 2018 are as follows:

 

   

Quarter Ended*

   

Change

 
   

March 2, 2019

   

February 24, 2018

   

Dollars

   

Percent

 
                                                 

Net sales

  $ 69,629       100.0 %   $ 64,661       100.0 %   $ 4,968       7.7 %

Gross profit

    34,678       49.8 %     32,667       50.5 %     2,011       6.2 %

SG&A expenses

    37,230       53.5 %     33,478       51.8 %     3,752       11.2 %

New store pre-opening costs

    494       0.7 %     702       1.1 %     (208 )     -29.6 %

Loss from operations

  $ (3,046 )     -4.4 %   $ (1,513 )     -2.3 %   $ (1,533 )     101.3 %

 

Results for comparable stores (57 stores) are as follows:

 

 

   

Quarter Ended*

   

Change

 
   

March 2, 2019

   

February 24, 2018

   

Dollars

   

Percent

 
                                                 

Net sales

  $ 63,131       100.0 %   $ 62,988       100.0 %   $ 143       0.2 %

Gross profit

    31,537       50.0 %     31,922       50.7 %     (385 )     -1.2 %

SG&A expenses

    32,618       51.7 %     31,574       50.1 %     1,044       3.3 %

Loss from operations

  $ (1,081 )     -1.7 %   $ 348       0.6 %   $ (1,429 )     -410.6 %

 

“Comparable” stores include only those locations that have been open and operated by the Company for all of each respective comparable period.

 

Results for all other stores are as follows:

 

   

Quarter Ended*

   

Change

 
   

March 2, 2019

   

February 24, 2018

   

Dollars

   

Percent

 
                                                 

Net sales

  $ 6,498       100.0 %   $ 1,673       100.0 %   $ 4,825       288.4 %

Gross profit

    3,141       48.3 %     745       44.5 %     2,396       321.6 %

SG&A expenses

    4,612       71.0 %     1,904       113.8 %     2,708       142.2 %

New store pre-opening costs

    494       7.6 %     702       42.0 %     (208 )     -29.6 %

Loss from operations

  $ (1,965 )     -30.2 %   $ (1,861 )     -111.2 %   $ (104 )     5.6 %

 

*14 weeks for fiscal 2019 as compared with 13 weeks for fiscal 2018.

 

Quarterly Analysis of Results - Retail

 

The increase in net sales for the 69 Company-owned BHF stores included a $4,825 increase in non-comparable store sales as we have opened 12 stores over the last 18 months, along with a 0.2% increase for the 57 comparable stores over the first quarter of fiscal 2018. On an average weekly basis (normalizing for the extra week in the first quarter of 2019), comparable store sales decreased 6.9%.

 

While we do not recognize sales until goods are delivered to the consumer, management tracks written sales (the retail dollar value of sales orders taken, rather than delivered) as a key store performance indicator. Written sales for comparable stores decreased by 4.8% for the first quarter of 2019 as compared to the first quarter of 2018. On an average weekly basis, comparable store written sales decreased 11.6%.

 

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PART I-FINANCIAL INFORMATION-CONTINUED

BASSETT FURNITURE INDUSTRIES, INCORPORATED AND SUBSIDIARIES

MARCH 2, 2019

(Dollars in thousands except share and per share data)

 

The decrease in comparable store gross margins was primarily due to increased clearance activity due to the launch of the new custom upholstery program and the selloff of existing floor samples and other clearance product as a result of the repositioning of two stores in the Houston market late in 2018. The increase in SG&A expenses for comparable stores as a percentage of sales to 51.7% was primarily due to higher employee health care expenses from unfavorable claim experience and increased warehousing and delivery costs due to the previously announced transition of the Bassett final mile service from Zenith to the corporate retail operation.

 

The $104 increase in the operating loss from non-comparable stores for the first quarter of 2019 includes new store pre-opening costs of $494 compared to $702 for the prior year period. We incur losses in the first two to three months of operation following a store opening as sales are not recognized in the income statement until the furniture is delivered to its customers resulting in operating expenses without the normal sales volume. Because we do not maintain a stock of retail inventory that would result in quick delivery, and because of the custom nature of the furniture offerings, such deliveries are generally not made until after 30 days from when the furniture is ordered by the customer. Coupled with the pre-opening costs, total start-up losses typically amount to $400 to $600 per store. During the first quarter of 2019 we incurred $828 of post-opening losses associated with the four new stores opened during the first quarter of 2019 compared to $740 of post-opening losses associated with other locations during the first quarter of 2018.

 

Each addition to our Company-owned store network results in incremental fixed overhead costs, primarily associated with local store personnel, occupancy costs and warehousing expenses. The incremental SG&A expenses associated with each new store will be ongoing.

 

 

Retail Backlog

 

The dollar value of our retail backlog, representing orders received but not yet delivered to customers, was $31,295, or an average of $454 per open store, at March 2, 2019 as compared with a retail backlog of $34,343, or an average of $545 per open store, at February 24, 2018.

 

 

Logistical Services Segment

 

 

Results for our logistical services segment for the three months ended March 2, 2019 and February 24, 2018 are as follows:

 

   

Quarter Ended*

   

Change

 
   

March 2, 2019

   

February 24, 2018

   

Dollars

   

Percent

 
                                                 

Logistical services revenue

  $ 21,751       100.0 %   $ 21,422       100.0 %   $ 329       1.5 %

Operating expenses

    21,039       96.7 %     21,092       98.5 %     (53 )     -0.3 %
                                                 

Income from operations

  $ 712       3.3 %   $ 330       1.5 %   $ 382       115.8 %

 

*14 weeks for fiscal 2019 as compared with 13 weeks for fiscal 2018.

 

 

Quarterly Analysis of Operations – Logistical Services

 

On an average weekly basis (normalizing for the extra week in the first quarter of fiscal 2019), revenues for Zenith decreased $1,225 or 5.7%. This decrease was primarily due to the previously announced discontinuation of home delivery services to third-party customers. The decrease in Zenith’s operating expenses as a percent of sales was primarily due to reduced expenses in the home delivery operation.

 

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PART I-FINANCIAL INFORMATION-CONTINUED

BASSETT FURNITURE INDUSTRIES, INCORPORATED AND SUBSIDIARIES

MARCH 2, 2019

(Dollars in thousands except share and per share data)

 

Other Items Affecting Net Income

 

Early Retirement Program

 

During the first quarter of fiscal 2019, we offered an early retirement package to certain eligible employees of the Company. Twenty-three employees accepted the offer, which expired on February 28, 2019. These employees are to receive pay equal to one-half their current salary plus benefits over a period of one year from the final day of each individual’s active employment. Accordingly, we recognized a charge of $835 during the three months ended March 2, 2019. The unpaid obligation of $835 at March 2, 2019 will substantially be paid out within one year.

 

Other Loss, Net

 

Other loss, net, for the three months ended March 2, 2019 was $123 as compared to $627 for the three months ended February 24, 2018. The decreased net loss is primarily attributable to $378 in death benefits received from life insurance policies covering a former executive, increased interest income due to rising yields on our short-term investments compared to the prior year period and lower interest expense due to overall lower levels of debt.

 

Income Taxes and Impact of Tax Cuts and Jobs Act

 

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

 

On December 22, 2017, The Tax Cuts and Jobs Act (the “Act”) was signed into law. The Act reduced the federal statutory corporate income tax rate from 35% to 21% effective January 1, 2018 for all corporate taxpayers.  Our effective tax rate for the three months ended March 2, 2019 differs from the federal statutory rate of 21% primarily due to the effects of state income taxes and various permanent differences. 

 

Because the Act specified the new 21% tax rate beginning on January 1, 2018, we were only subject to the reduced rate for 11 months of 2018.  Therefore, we computed our income tax expense for fiscal 2018 using a blended federal statutory rate of 22.2%.  However, our effective tax rate for the three months ended February 24, 2018 was 164.2% primarily due to a $2,157 discrete charge to re-measure our deferred tax assets at the lower statutory rate.  Other items impacting our effective tax rate for the three months ended February 24, 2018 included the effects of state income taxes and various permanent differences including the favorable impacts of excess tax benefits on stock-based compensation of $181 and the Section 199: Domestic Production Activities Deduction, which was eliminated by the Act for our fiscal 2019 tax return.

 

 

Liquidity and Capital Resources

 

 

Cash Flows

 

Cash used in operations for the first quarter of 2019 was $15,734 compared to $996 used for the first quarter of 2018, representing an increase of $14,738. This increase in cash used is primarily due to increased investment in inventory in anticipation of potential tariff increases originally scheduled to go into effect December 31, 2018, other changes in working capital due in part to the timing impact of the shift in our fiscal quarter end resulting from the additional week in the first quarter of fiscal 2019 and lower comparable store sales on an average weekly basis resulting in reduced cash flows.

 

Our overall cash position decreased by $23,482 during the first quarter of 2019. In addition to the cash used in operations, we used $5,435 of cash in investing activities, primarily consisting of capital expenditures associated with retail store expansion and relocations. Net cash used in financing activities was $2,313, including dividend payments of $1,291 and stock repurchases of $1,012 under our existing share repurchase plan, of which $16,973 remains authorized at March 2, 2019. With cash and cash equivalents and short-term investments totaling $32,629 on hand at March 2, 2019, expected future operating cash flows and expected reduced capital expenditures from fewer store openings, we believe we have sufficient liquidity to fund operations for the foreseeable future.

 

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PART I-FINANCIAL INFORMATION-CONTINUED

BASSETT FURNITURE INDUSTRIES, INCORPORATED AND SUBSIDIARIES

MARCH 2, 2019

(Dollars in thousands except share and per share data)

 

Debt and Other Obligations

 

Our credit facility with our bank provides for a line of credit of up to $25,000. This credit facility is unsecured and contains covenants requiring us to maintain certain key financial ratios. We are in compliance with all covenants under the agreement and expect to remain in compliance for the foreseeable future. The credit facility will mature in December 2021. At March 2, 2019, we had $2,798 outstanding under standby letters of credit against our line, leaving availability under our credit line of $22,202. In addition, we have outstanding standby letters of credit with another bank totaling $325.

 

At March 2, 2019 we have outstanding principal totaling $183 under real estate notes payable, all of which matures within one year of the balance sheet date. See Note 8 to our condensed consolidated financial statements for additional details regarding these notes. We expect to satisfy these obligations as they mature using cash flow from operations or our available cash on hand.

 

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 warehousing and distribution hubs used in our logistical services segment. We also lease tractors, trailers and local delivery trucks used in our logistical services and retail segments. We had obligations of $184,109 at March 2, 2019 for future minimum lease payments under non-cancelable operating leases having remaining terms in excess of one year. We also have guaranteed certain lease obligations of licensee operators. Remaining terms under these lease guarantees range from approximately one to five years. We were contingently liable under licensee lease obligation guarantees in the amount of $1,953 at March 2, 2019. See Note 11 to our condensed consolidated financial statements for additional details regarding our leases and lease guarantees.

 

 

Investment in Retail Real Estate

 

We have a substantial investment in real estate acquired for use as retail locations. To the extent such real estate is occupied by Company-owned retail stores, it is included in property and equipment, net, in the accompanying condensed consolidated balance sheets and is considered part of our retail segment. The net book value of such retail real estate occupied by Company-owned stores was $19,844 at March 2, 2019. All other retail real estate that we own, consisting of locations formerly leased to our licensees and now leased to others, is included in other assets in the accompanying condensed consolidated balance sheets. The net book value of such real estate, which is considered part of our wholesale segment, was $1,629 at March 2, 2019.

 

The following table summarizes our total investment in retail real estate owned at March 2, 2019:

 

   

Number of

   

Aggregate

   

Net Book

 
   

Locations

   

Square Footage

   

Value

 
                         

Real estate occupied by Company-owned and operated stores, included in property and equipment, net (1)

    9       223,570     $ 19,844  
                         

Investment real estate leased to others, included in other assets

    2       41,021       1,629  
                         

Total Company investment in retail real estate

    11       264,591     $ 21,473  

 

(1) Includes two properties encumbered under mortgages totalling $183 at March 2, 2019.

 

 

Critical Accounting Policies and Estimates

 

There have been no material changes to our critical accounting policies and estimates from the information provided in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, included in our Annual Report on Form 10-K for the fiscal year ended November 24, 2018.

 

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PART I-FINANCIAL INFORMATION-CONTINUED

BASSETT FURNITURE INDUSTRIES, INCORPORATED AND SUBSIDIARIES

MARCH 2, 2019

(Dollars in thousands except share and per share data)

 

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 both Company-owned and licensee stores as well as land and buildings used in our logistical services segment. We also lease transportation equipment used in our retail and logistical services segments. We have guaranteed certain lease obligations of licensee operators of the stores as part of our retail expansion strategy. See Note 11 to our condensed consolidated financial statements for further discussion of operating leases and lease guarantees, including descriptions of the terms of such commitments and methods used to mitigate risks associated with these arrangements.

 

Contingencies

 

We are involved in various legal and environmental matters, which arise in the normal course of business. Although the final outcome of these matters cannot be determined, based on the facts presently known, it is our opinion that the final resolution of these matters will not have a material adverse effect on our financial position or future results of operations. See Note 11 to our condensed consolidated financial statements for further information regarding certain contingencies as of March 2, 2019.

 

 

Item 3. Quantitative and Qualitative Disclosure about Market Risk:

 

We are exposed to market risk from changes in the value of foreign currencies. Substantially all of our imports purchased outside of North America are denominated in U.S. dollars. Therefore, we believe that gains or losses resulting from changes in the value of foreign currencies relating to foreign purchases not denominated in U.S. dollars would not be material to our results from operations in fiscal 2018.

 

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 logistical services segment. 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 $1,629 at March 2, 2019 for stores formerly operated by licensees as well as our holdings of $19,844 at March 2, 2019 for Company-owned stores could suffer significant impairment in value if we are forced to close additional stores and sell or lease the related properties during periods of weakness in certain markets. Additionally, if we are required to assume responsibility for payment under the lease obligations of $1,953 which we have guaranteed on behalf of licensees as of March 2, 2019, we may not be able to secure sufficient sub-lease income in the current market to offset the payments required under the guarantees.

 

Item 4. Controls and Procedures:

 

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

 

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PART I-FINANCIAL INFORMATION-CONTINUED

BASSETT FURNITURE INDUSTRIES, INCORPORATED AND SUBSIDIARIES

MARCH 2, 2019

(Dollars in thousands except share and per share data)

 

Safe-harbor, forward-looking statements:

 

The discussion in items 2 and 3 above contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to the financial condition, results of operations and business of Bassett Furniture Industries, Incorporated and subsidiaries. Such forward-looking statements are identified by use of forward-looking words such as “anticipates”, “believes”, “plans”, “estimates”, “expects”, aims and “intends” or words or phrases of similar expression. These forward-looking statements involve certain risks and uncertainties. No assurance can be given that any such matters will be realized. Important factors that could cause actual results to differ materially from those contemplated by such forward-looking statements include:

 

competitive conditions in the home furnishings industry

 

general economic conditions, including the strength of the housing market in the United States

 

overall retail traffic levels and consumer demand for home furnishings

 

ability of our customers and consumers to obtain credit

 

Bassett store openings and store closings and the profitability of the stores (independent licensees and Company-owned retail stores)

 

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 capabilities, as they are implemented

 

fluctuations in the cost and availability of raw materials, fuel, labor and sourced products, including those which may result from the imposition of new or increased duties, tariffs, retaliatory tariffs and trade limitations with respect to foreign-sourced products

 

results of marketing and advertising campaigns

 

effectiveness and security of our information and technology systems

 

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

 

general risks associated with providing freight transportation and other logistical services through our wholly-owned subsidiary, Zenith Freight Lines, LLC

 

Additionally, other risks that could cause actual results to differ materially from those contemplated by such forward-looking statements are set forth in Item 1A. Risk Factors in the Company’s Annual Report on Form 10-K for fiscal 2018.

 

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

 

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PART II - OTHER INFORMATION

BASSETT FURNITURE INDUSTRIES INCORPORATED AND SUBSIDIARIES

MARCH 2, 2019

(Dollars in thousands except share and per share data)

 

Item 1. Legal Proceedings

 

None

 

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

 

The following table summarizes the stock repurchase activity for the three months ended March 2, 2019 and the approximate dollar value of shares that may yet be purchased pursuant to our stock repurchase program:

 

   

Total

Shares

Purchased

   

Average

Price Paid

   

Total Number of Shares

Purchased as Part of

Publicly Announced Plans

or Programs (1)

   

Approximate Dollar Value

of Shares that May Yet Be

Purchased Under the Plans

or Programs (1)

 
                                 

November 25, 2018 - January 5, 2019

    32,052     $ 20.18       32,052     $ 17,338  

January 6 - February 2, 2019

    15,416     $ 18.83       15,416     $ 17,047  

February 3 - March 2, 2019

    4,000     $ 18.69       4,000     $ 16,973  

 

(1)

The Company is authorized to repurchase Company stock under a plan which was originally announced in 1998. On October 3, 2018, the Board of Directors increased the remaining limit of the repurchase plan to $20,000. At March 2, 2019, $16,973 remains available for stock repurchases under the plan.

 

 

Item 3. Defaults Upon Senior Securities

 

None.

 

Item 6. Exhibits

 

a. Exhibits:

 

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

 

Exhibit 3b – By-laws as amended to date are incorporated herein by reference to Exhibit 3 to Form 8-K filed with the SEC on January 22, 2019.

 

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

 

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

 

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

 

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

 

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

 

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PART II - OTHER INFORMATION - CONTINUED

BASSETT FURNITURE INDUSTRIES INCORPORATED AND SUBSIDIARIES

MARCH 2, 2019

(Dollars in thousands except share and per share data)

 

Exhibit 101.INS XBRL Instance

 

Exhibit 101.SCH XBRL Taxonomy Extension Schema

 

Exhibit 101.CAL XBRL Taxonomy Extension Calculation

 

Exhibit 101.DEF XBRL Taxonomy Extension Definition

 

Exhibit 101.LAB XBRL Taxonomy Extension Labels

 

Exhibit 101.PRE XBRL Taxonomy Extension Presentation

 

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SIGNATURES

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

 

BASSETT FURNITURE INDUSTRIES, INCORPORATED

 

 

 

 

/s/

Robert H. Spilman, Jr.

 

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

April 4, 2019

 

 

 

 

/s/

J. Michael Daniel

 

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

April 4, 2019

 

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