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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C., 20549

 

FORM 10-K

 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended November 29, 2014

 

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. 0-209            


BASSETT FURNITURE INDUSTRIES, INCORPORATED

(Exact name of registrant as specified in its charter)

 


 

VIRGINIA

54-0135270

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

 

3525 FAIRYSTONE PARK HIGHWAY

BASSETT, VIRGINIA

24055

(Address of principal executive offices)

(Zip Code)

 

Registrant’s telephone number, including area code 276/629-6000

 

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

 

Title of each class: 

 

Name of each exchange on which registered 

Common Stock ($5.00 par value)

 

NASDAQ

 

Securities registered pursuant to Section 12(g) of the Act:      None 

 

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act         ☐  Yes    ☒  No

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ☐  Yes    ☒  No

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site , if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ☒  Yes    ☐  No

 

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

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ☒

 

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act. (check one) Large Accelerated Filer ☐     Accelerated Filer ☒ Non-Accelerated Filer ☐ 

Smaller reporting company  ☐    

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12-b2 of the Exchange Act).    ☐  Yes    ☒  No

 

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of May 31, 2014 was $144,819,569.

 

The number of shares of the Registrant’s common stock outstanding on January 9, 2015 was 10,500,695.

  

 
 

 

 

DOCUMENTS INCORPORATED BY REFERENCE

 

Portions of the Bassett Furniture Industries, Incorporated definitive Proxy Statement for its 2014 Annual Meeting of Stockholders to be held March 11, 2015, to be filed with the Securities and Exchange Commission pursuant to Regulation 14A under the Securities Exchange Act of 1934 (the “Proxy Statement”) are incorporated by reference into Part III of this Form 10-K.

 

 
 

 

 

TABLE OF CONTENTS

 

 

FORWARD-LOOKING STATEMENTS 1
     

PART I

Item 1.

Business

2

Item 1A.

Risk Factors

6

Item 1B.

Unresolved Staff Comments

9

Item 2.

Properties

9

Item 3.

Legal Proceedings

9

Item 4B

Executive Officers of the Registrant

10

     

PART II

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

11

Item 6.

Selected Financial Data

12

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

13

Item 7A.

Quantitative and Qualitative Disclosures about Market Risk

27

Item 8.

Financial Statements and Supplementary Data

28

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

61

Item 9A.

Controls and Procedures

61

Item 9B.

Other Information

63

     

PART III

Item 10.

Directors, Executive Officers and Corporate Governance

63

Item 11.

Executive Compensation

63

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

63

Item 13.

Certain Relationships and Related Transactions, and Director Independence

63

Item 14.

Principal Accountant Fees and Services

63

     

PART IV

Item 15.

Exhibits

64

     

SIGNATURES  

66 

 

 
 

 

 

As used herein, unless the context otherwise requires, “Bassett,” the “Company,” “we,” “us” and “our” refer to Bassett Furniture Industries, Incorporated and its subsidiaries. References to 2014, 2013, 2012, 2011 and 2010 mean the fiscal years ended November 29, 2014, November 30, 2013, November 24, 2012, November 26, 2011 and November 27, 2010. Please note that fiscal 2013 contained 53 weeks.

  

 

Safe-harbor, forward-looking statements

 

This discussion contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to the financial condition, results of operations and business of Bassett Furniture Industries, Incorporated and subsidiaries. Such forward-looking statements are identified by use of forward-looking words such as “anticipates”, “believes”, “plans”, “estimates”, “expects”, “aimed” and “intends” or words or phrases of similar expression. These forward-looking statements involve certain risks and uncertainties. No assurance can be given that any such matters will be realized. Important factors, which should be read in conjunction with Item 1A “Risk Factors”, that could cause actual results to differ materially from those contemplated by such forward-looking statements include:

 

 

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

 

 

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 as they are implemented

 

 

fluctuations in the cost and availability of raw materials, labor and sourced products

 

 

results of marketing and advertising campaigns

 

 

information and technology advances

 

 

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

 

 
1

 

 

PART I

 

 

ITEM 1.

BUSINESS

 

(dollar amounts in thousands except per share data)

 

General

 

Bassett is a leading vertically integrated manufacturer, importer and retailer of high quality, mid-priced home furnishings. With 94 Bassett Home Furnishings (“BHF”) stores at November 29, 2014, we have leveraged our strong brand name in furniture into a network of corporate and licensed stores that focus on providing consumers with a friendly environment for buying furniture and accessories.  We created our store program in 1997 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.  The store features custom order furniture ready for delivery in less than 30 days, more than 1,000 upholstery fabrics, free in-home design visits, and perfectly coordinated decorating accessories.  We believe that our capabilities in custom furniture have become unmatched in recent years. Our manufacturing team takes great pride in the breadth of its options, the precision of its craftsmanship, and the speed of its delivery.  The selling philosophy in the stores 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.  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, specialty stores and mass merchants. We use a network of over 25 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.  

 

In September of 2011, we announced the formation of a strategic partnership with HGTV (Home and Garden Television), a division of Scripps Networks, LLC., which combines our 112 year heritage in the furniture industry with the penetration of 96 million households in the United States that HGTV enjoys today.  As part of this alliance, the in-store design centers have been co-branded with HGTV to more forcefully market the concept of a “home makeover”, an important point of differentiation for our stores that also mirrors much of the programming content on the HGTV network.

 

Operating Segments

 

We have strategically aligned our business into three reportable segments: Wholesale, Retail, and Investments and Real Estate.

 

The wholesale home furnishings segment is involved principally in the design, manufacture, sourcing, sale and distribution of furniture products to a network of BHF stores (Company-owned and independently-owned retail stores) and independent furniture retailers. The wholesale segment accounted for approximately one half of net sales during fiscal 2014, 2013, and 2012, respectively.

 

Our retail segment consists of 60 Company-owned and operated stores. The following table shows the number of Company-owned stores by state as of November 29, 2014:

 

   

Number of

     

Number of

 

State

 

Stores

 

State

 

Stores

 

Alabama

    1  

Mississippi

    1  

Arizona

    2  

Missouri

    1  

Arkansas

    1  

Nevada

    1  

California

    4  

New Jersey

    2  

Connecticut

    4  

New York

    4  

Delaware

    1  

North Carolina

    5  

Florida

    3  

Ohio

    1  

Georgia

    3  

South Carolina

    1  

Kentucky

    1  

Tennessee

    2  

Maryland

    3  

Texas

    12  

Massachusetts

    3  

Virginia

    4  
         

Total

    60  

 

 
2

 

 

Our investments and real estate business segment consists of our short-term investments, holdings of retail real estate previously leased as licensee stores, and our equity investment in Zenith Freight Lines, LLC (“Zenith”), which hauls freight and warehouses inventory for the Company. We also hold an interest in the Fortress Value Recovery Fund I, LLC (“Fortress”) which we fully reserved during fiscal 2012.

 

 

Wholesale Segment Overview

 

The wholesale furniture industry is very competitive and there are a large number of manufacturers both within and outside the United States who compete in the market on the basis of product quality, price, style, delivery and service. Additionally, many retailers source imported product directly, thus bypassing domestic furniture manufacturers and wholesale importers. We believe that we can be successful in the current competitive environment because our products represent excellent value combining attractive prices, quality and styling; prompt delivery; and superior service.

 

Wholesale shipments by category for the last three fiscal years are summarized below:

 

   

2014

   

2013

   

2012

 
                                                 

Wood

  $ 86,577       38.7 %   $ 87,935       40.8 %   $ 78,194       42.2 %

Upholstery

    135,831       60.6 %     125,403       58.2 %     105,377       56.9 %

Other

    1,585       0.7 %     2,113       1.0 %     1,616       0.9 %

Total

  $ 223,993       100.0 %   $ 215,451       100.0 %   $ 185,187       100.0 %

 

 

Approximately 42% of our 2014 wholesale sales were of imported product compared to 46% and 50% in 2013 and 2012, respectively. We define imported product as fully finished product that is sourced. Our domestic product includes certain products that contain components which were also sourced. We continue to believe that a blended strategy including domestically produced products primarily of a custom-order nature combined with sourcing of major collections provides the best value and quality of products to our customers. The decline in imported goods share of our wholesale sales over the last three years has been driven primarily by the increasing share of our custom wood and upholstery product offerings.

 

The dollar value of our wholesale backlog, representing orders received but not yet shipped to the BHF store network or independent dealers, was $13,644 at November 29, 2014 and $11,916 at November 30, 2013. We expect that the November 29, 2014 backlog will be filled within fiscal 2015, with the majority of our backlog being filled during the first quarter.

 

We use lumber, fabric, leather, foam and other materials in the production of wood and upholstered furniture. These components are purchased from a variety of domestic and international suppliers and are widely available. The price of foam, which is highly dependent on the cost of petroleum, has shown significant volatility in recent years We currently assemble and finish these components in our two plants in the United States.

 

 

Retail Segment Overview – Company-Owned Retail Stores

 

The retail furniture industry remains very competitive and includes local furniture stores, regional furniture retailers, national department and chain stores and single-vendor branded retailers. As a whole, our store network with 60 Company-owned stores and 34 licensee-owned, ranks in the top 30 in retail furniture sales in the United States. We expect to continue opening new stores in the future, primarily in underpenetrated markets where we currently have stores. We and certain licensees are actively engaged in site selection and lease negotiations for several locations and expect to open three to five new stores in 2015. While we currently expect to renew or extend three leases for Company-owned stores that expire in 2015, we will continue to evaluate whether it is more appropriate to reposition the stores to a more favorable location within the market as we do with any leases that come up for renewal. Specific plans for 2015 currently include opening new stores in Los Angeles (Woodland Hills), California and Dulles, Virginia, and the relocation of stores in San Antonio, Texas and Southlake, Texas where the leases expired in late 2014.

 

 
3

 

 

Net sales for our Company-owned retail stores for the last three fiscal years are summarized below:

 

   

2014

   

2013

   

2012

 
                         

Net sales

  $ 216,631     $ 199,380     $ 171,633  

 

Maintaining and enhancing our brand are critical to our ability to expand our base of customers and drive increased traffic at both Company-owned and licensee-owned stores. Our advertising and marketing campaign utilizes local and national television, direct mail, catalogs, newspapers, magazines, radio and the internet in an effort to maintain and enhance our existing brand equity.

 

Our stores incorporate a stylish, residential feel while highlighting our unmatched custom manufacturing capabilities.  We leverage our customization capabilities by dedicating space in the stores to design solutions for dining, upholstery, home entertainment and storage.  Domestic custom manufacturing capabilities make it possible for us to offer a 30 day delivery promise on custom products.  We also believe this design, organized around three targeted lifestyles, better communicates our capabilities to the consumer. Our lifestyle presentations are Contemporary, Casual and Traditional as described below:

 

 

Contemporary—Youthful spirited lifestyle of a sophisticated city life much like Boston’s Back Bay, the Village in Manhattan or Washington’s Georgetown.

 

Casual—Family-oriented with a relaxed atmosphere.

 

Traditional—Sensible lifestyle of established affluence.

 

With the introduction of our strategic alliance with HGTV, the in-store design centers have been co-branded with HGTV to more forcefully market the concept of a “home makeover”, an important point of differentiation for our stores that also mirrors much of the programming content on the HGTV network. Coupled with expanded national advertising on the HGTV network, we believe this alliance will help to increase store traffic and, consequently, comparable store sales.

 

To further solidify ourselves as a complete home furnishings retailer, we have expanded accessory product lines including lighting, rugs decorative wall art, mirrors and accent pillows that coordinate with each lifestyle presentation throughout the store.  We have also increased our mattress offerings such that our stores now carry Sealy, Tempurpedic and Bassett branded products.

 

 

Investments and Real Estate Overview

 

We are committed to maintaining a strong balance sheet in order to withstand difficult industry conditions, to allow us to take advantage of opportunities as market conditions improve, and to execute our long-term strategies. Our balance sheet currently includes short-term investments in certificates of deposit, an equity investment in Zenith, and certain retail real estate related to current and former licensee-owned stores. Our investment balances at each of the last three fiscal year-ends are as follows:

 

   

November 29,

   

November 30,

   

November 24,

 
   

2014

   

2013

   

2012

 
                         

Investments in certificates of deposit

  $ 23,125     $ 28,125     $ -  

Certain retail real estate

    6,302       10,435       12,736  

Retail real estate held for sale

    -       1,401       -  

Zenith (Recorded in Other long-term assets)

    7,915       7,254       6,484  

 

Our short-term investments at November 29, 2014 consist of certificates of deposit (CDs) with original terms generally ranging from six to twelve months, bearing interest at rates ranging from 0.10% to 0.91% with a weighted average yield of approximately 0.21%. At November 29, 2014, the weighted average remaining time to maturity of the CDs was approximately five months. Each CD is placed with a federally insured financial institution and all deposits are within Federal deposit insurance limits.

 

We hold investments in retail store properties that we had previously leased to licensees. These holdings, which also include closed store real estate currently leased to non-licensees, are presented as a long-term asset in our consolidated balance sheets with the exception of one property which was included in other current assets as real estate held for sale at November 30, 2013 (the property was sold on December 26, 2013). These real estate holdings are typically in urban, high-traffic retail locations. See Item 2, Properties, for additional information about our retail real estate holdings.

  

 
4

 

 

We own 49% of Zenith Freight Lines, LLC (“Zenith”), which provides domestic transportation and warehousing services primarily to furniture manufacturers and distributors and also provides home delivery services to furniture retailers. We have contracted with Zenith to provide for substantially all of our domestic freight, transportation and warehousing needs for the wholesale business. In addition, Zenith provides home delivery services for almost half of our Company-owned retail stores. Zenith offers their customers best-of-class service and handling. We consider the expertise that Zenith exhibits in logistics to be a significant competitive advantage for us. In addition, we believe that Zenith is well positioned to take advantage of current growth opportunities for providing logistical services to the furniture industry.

 

Our investment in Fortress represented the last remaining asset from the former hedge fund investment holdings of our Alternative Asset Fund, substantially all of which had been liquidated prior to 2010. Due to significant declines in net asset values of Fortress during the first quarter of fiscal 2012, the highly illiquid nature of the investment, and the high degree of uncertainty regarding our ability to recover our investment in the foreseeable future, we fully impaired the carrying amount of this investment during the year ended November 24, 2012. During the year ended November 29, 2014, we recognized gains of $280 resulting from the partial liquidation of Fortress which is included in other loss, net in our consolidated statement of income. The timing and amount of future receipts, if any, from the liquidation of Fortress, remain uncertain, and will be recognized as gains in other income if and when notification of a distribution is received.

  

Trademarks

 

Our trademarks, including “Bassett” and the names of some of our marketing divisions, products and collections, are significant to the conduct of our business. This is important due to consumer recognition of the names and identification with our broad range of products. Certain of our trademarks are licensed to independent retailers for use in full store and store gallery presentations of our products. We also own copyrights that are important in the conduct of our business.

 

Research and Development

 

The furniture industry is considered to be a “fashion” industry subject to constant fluctuations to meet changing consumer preferences and tastes. As such, we are continuously involved in the development of new designs and products. Due to the nature of these efforts and the close relationship to the manufacturing operations, these costs are considered normal operating costs and are not segregated. We are not otherwise involved in “traditional” research and development activities nor do we sponsor the research and development activities of any of our customers.

 

Government Regulations

 

We believe that we have materially complied with all federal, state and local standards in the areas of safety, health and pollution and environmental controls. We are involved in environmental matters at certain of our plant facilities, which arise in the normal course of business. Although the final outcome of these environmental matters cannot be determined, based on the present facts, we do not believe that the final resolution of these matters will have a material adverse effect on our financial position or future results of operations.

 

We may also be affected by laws and regulations of countries from which we source goods. Labor, environmental, and other laws and regulations change over time, especially in the developing countries from which we source. Changes in these areas of regulation could negatively impact the cost and availability of sourced goods. The timing and extent to which these regulations could have an adverse effect on our financial position or results of operations is difficult to predict. Based on the present facts, we do not believe that they will have a material adverse effect on our financial position or future results of operations.

 

People

 

We employed 1,568 people as of November 29, 2014, of which 790 were employed in our retail segment and 778 were employed in our wholesale segment. None of our employees are subject to collective bargaining arrangements and we have not experienced any recent work stoppages. We consider our relationship with our employees to be good.

 

Foreign and Domestic Operations and Export Sales

 

We have no foreign manufacturing or retail operations. We define export sales as sales to any country or territory other than the United States or its territories or possessions. Our export sales were approximately $4,774, $4,603, and $4,956 in 2014, 2013, and 2012, respectively. At November 29, 2014 and November 30, 2013, we had $4,143 and $3,705, respectively of our finished goods inventory physically warehoused in Vietnam and Indonesia.

 

Major Customers

 

Our risk exposure related to our customers, consisting primarily of trade accounts receivable along with certain guarantees, net of recognized reserves, totaled approximately $18,866 and $20,235 at November 29, 2014 and November 30, 2013, respectively. At November 29, 2014 approximately 24% of the aggregate risk exposure, net of reserves, was attributable to two licensees. At November 30, 2013, approximately 27% of the aggregate risk exposure, net of reserves, was attributable to two licensees. In fiscal 2014, 2013 and 2012, no customer accounted for more than 10% of total net sales. See note 2 to our Consolidated Financial Statements for additional information.

  

 
5

 

 

Available Information

 

Through our website www.bassettfurniture.com, we make available free of charge as soon as reasonably practicable after electronically filing or furnishing with the SEC, our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments thereto.

 

 

ITEM 1A.

RISK FACTORS

 

The following risk factors should be read carefully in connection with evaluating our business and the forward-looking information contained in this Annual Report on Form 10-K. The risk factors below represent what we believe are the known material risk factors with respect to us and our business. Any of the following risks could materially adversely affect our business, operations, industry, financial position or future financial results.

 

We face a volatile retail environment and changing economic conditions that may further adversely affect consumer demand and spending.

 

The home furnishings industry has experienced a difficult period over the last seven years marked with depressed housing starts, high unemployment, changing consumer confidence and uncertain fiscal policies. While the economy has improved over the most recent three years, the pace of the recovery continues to be slow by historical standards and remains fragile. Historically, the home furnishings industry has been subject to cyclical variations in the general economy and to uncertainty regarding future economic prospects. Should the current economic recovery falter or the current recovery in housing starts stall, consumer confidence and demand for home furnishings could deteriorate which could adversely affect our business through its impact on the performance of our Company-owned stores, as well as our licensees and the ability of a number of them to meet their obligations to us.

 

Our use of foreign sources of production for a substantial portion of our products exposes us to certain additional risks associated with international operations.

 

Our use of foreign sources for the supply of many of our products exposes us to risks associated with overseas sourcing.  These risks are related to government regulation, volatile ocean freight costs, delays in shipments, and extended lead time in ordering. Governments in the foreign countries where we source our products may change their laws, regulations and policies, including those related to tariffs and trade barriers, investments, taxation and exchange controls which could make it more difficult to service our customers resulting in an adverse effect on our earnings. We could also experience increases in the cost of ocean freight shipping which could have an adverse effect on our earnings. Shipping delays and extended order lead times may adversely affect our ability to respond to sudden changes in demand, resulting in the purchase of excess inventory in the face of declining demand, or lost sales due to insufficient inventory in the face of increasing demand, either of which would also have an adverse effect on our earnings or liquidity.

 

Our retail stores face significant competition from national, regional and local retailers of home furnishings.

 

The retail market for home furnishings is highly fragmented and intensely competitive. We currently compete against a diverse group of retailers, including national department stores, regional or independent specialty stores, and dedicated franchises of furniture manufacturers. National mass merchants such as Costco also have limited product offerings. We also compete with retailers that market products through store catalogs and the Internet. In addition, there are few barriers to entry into our current and contemplated markets, and new competitors may enter our current or future markets at any time. We have recently seen electronics and appliance retailers adding limited furniture products in their stores. Our existing competitors or new entrants into our industry may use a number of different strategies to compete against us, including aggressive advertising, pricing and marketing, extension of credit to customers on terms more favorable than we offer, and expansion by our existing competitors or entry by new competitors into markets where we currently operate.

 

Competition from any of these sources could cause us to lose market share, revenues and customers, increase expenditures or reduce prices, any of which could have a material adverse effect on our results of operations.

  

 
6

 

 

Our company-owned stores may not achieve the anticipated growth and profitability.

 

Our Company-owned stores currently operate at a loss. Our goal is to operate these stores at a level of modest profitability to enhance operating margins generated by our wholesale operation. To be successful, we need to increase our sales per store while decreasing the support costs as a percentage of sales. As part of our strategy, we must hire, train and retain a qualified staff of design consultants to improve the customer experience. Competition with other furniture retailers for qualified design consultants continues to increase. We also compete with other retailers for management personnel and appropriate retail locations. Failures and delays in implementing our retail strategies or failure to realize the benefits of these strategies could adversely impact our business and operating results.

 

Our licensee-owned stores may not be able to meet their obligations to us.

 

We have a significant amount of accounts receivable attributable to our network of licensee-owned stores. We also guarantee some of the leases of some of our licensees. If these stores do not generate the necessary level of sales and profits, the licensees may not be able to fulfill their obligations to us resulting in additional bad debt expenses and real estate related losses.

 

Failure to successfully anticipate or respond to changes in consumer tastes and trends in a timely manner could adversely impact our business, operating results and financial condition.

 

Sales of our furniture are dependent upon consumer acceptance of our designs, styles, quality and price. As with all retailers, our business is susceptible to changes in consumer tastes and trends. We attempt to monitor changes in consumer tastes and home design trends through attendance at international industry events and fashion shows, internal marketing research, and communication with our retailers and design consultants who provide valuable input on consumer tendencies. However, such tastes and trends can change rapidly and any delay or failure to anticipate or respond to changing consumer tastes and trends in a timely manner could adversely impact our business, operating results and financial condition.

 

In addition, certain suppliers may require extensive advance notice of our requirements in order to produce products in the quantities we desire. This long lead time may require us to place orders far in advance of the time when certain products will be offered for sale, thereby exposing us to risks relating to shifts in consumer demand and trends, and any further downturn in the U.S. economy.

 

Our success depends upon our brand, marketing and advertising efforts and pricing strategies, and if we are not able to maintain and enhance our brand, or if we are not successful in these efforts and strategies, our business and operating results could be adversely affected. 

 

Maintaining and enhancing our brand is critical to our ability to expand our base of customers and drive increased traffic at both Company-owned and licensee-owned stores. Our advertising and marketing campaign utilizes television, direct mail, catalogs, newspapers, magazines, radio and the internet in an effort to maintain and enhance our existing brand equity. We cannot provide assurance that our marketing, advertising and other efforts to promote and maintain awareness of our brand will not require us to incur substantial costs. If these efforts are unsuccessful or we incur substantial costs in connection with these efforts, our business, operating results and financial condition could be adversely affected.

 

Fluctuations in the price, availability and quality of raw materials could result in increased costs or cause production delays which might result in a decline in sales, either of which could adversely impact our earnings. 

 

We use various types of wood, foam, fibers, fabrics, leathers, and other raw materials in manufacturing our furniture. Certain of our raw materials, including fabrics, are purchased both abroad and domestically. Fluctuations in the price, availability and quality of raw materials could result in increased costs or a delay in manufacturing our products, which in turn could result in a delay in delivering products to our customers. For example, lumber prices fluctuate over time based on factors such as weather and demand, which in turn impact availability. Production delays or upward trends in raw material prices could result in lower sales or margins, thereby adversely impacting our earnings.

 

We rely extensively on computer systems to process transactions, summarize results and manage our business.  Disruptions in both our primary and back-up systems could adversely affect our business and operating results.

 

Our primary and back-up computer systems are subject to damage or interruption from power outages, computer and telecommunications failures, computer viruses, security breaches, natural disasters and errors by employees.  Though losses arising from some of these issues would be covered by insurance, interruptions of our critical business computer systems or failure of our back-up systems could reduce our sales or result in longer production times.  If our critical business computer systems or back-up systems are damaged or cease to function properly, we may have to make a significant investment to repair or replace them.

  

 
7

 

 

We may incur costs resulting from security risks we face in connection with our electronic processing and transmission of confidential customer information.

 

We accept electronic payment cards in our stores. We may in the future become subject to claims for purportedly fraudulent transactions arising out of the actual or alleged theft of credit or debit card information, and we may also be subject to lawsuits or other proceedings in the future relating to these types of incidents. Proceedings related to theft of credit or debit card information may be brought by payment card providers, banks and credit unions that issue cards, cardholders (either individually or as part of a class action lawsuit) and federal and state regulators. Any such proceedings could distract our management from running our business and cause us to incur significant unplanned losses and expenses. Consumer perception of our brand could also be negatively affected by these events, which could further adversely affect our results and prospects.

  

 
8

 

 

ITEM 1B.

UNRESOLVED STAFF COMMENTS

None.

 

 

ITEM 2.

PROPERTIES

 

General

 

We own our corporate office building, which includes an annex, located in Bassett, Va.

 

We own the following facilities, by segment:

 

Wholesale Segment:

 

Facility

Location

   

Bassett Wood Division

Martinsville, Va.

Bassett Upholstery Division

Newton, N.C. 

3 Warehouses

Bassett, Va.

 

In general, these facilities are suitable and are considered to be adequate for the continuing operations involved. All facilities are in regular use and provide adequate capacity for our manufacturing and warehousing needs.

 

Retail Segment:

 

Real estate associated with our retail segment consists of 11 owned locations with an aggregate square footage of 276,887 and a net book value of $27,843. These stores are located as follows:

 

 

Concord, North Carolina 

Greensboro, North Carolina 

 

Greenville, South Carolina 

Fredericksburg, Virginia 

 

Houston, Texas (3 locations) 

Gulfport, Mississippi 

 

Knoxville, Tennessee 

Las Vegas, Nevada 

 

Louisville, Kentucky 

 

 

Of these locations, two are subject to land leases and two are subject to mortgages. Our remaining 49 store locations are leased from third-parties.

 

Other Real Estate Owned:

 

We hold investments in retail store property that we previously leased to licensees and now lease to others. Such properties consist of three locations with aggregate square footage of 67,521 and net book value of $6,302 at November 29, 2014.

 

At November 29, 2014, there was one closed store for which we are paying the monthly lease amount due to being the lessee. We have a sublease agreement on this property which helps to defray a portion of the on-going cash requirements.

 

See Note 17 to the Consolidated Financial Statements included under Item 8 of this Annual Report for more information with respect to our operating lease obligations.

 

ITEM 3.

LEGAL PROCEEDINGS

 

In 2004, the US Environmental Protection Agency (EPA) advised us that we had been identified as a potentially responsible party (PRP) at the Ward Transformer Superfund site in Wake County, North Carolina. The EPA alleges that we are a responsible party because, prior to 1990, we sent transformers to the site for repair that contained certain polychlorinated biphenyls (PCBs) which were allegedly mishandled by the owner/operator of the site. Pursuant to a settlement agreement that we and several other PRPs (the “Initial PRP Group”) entered into with the EPA in 2005, the Initial PRP Group has paid for remediation work conducted at the Ward Transformer site. To date we have spent approximately $1,000 on the remediation of the site, however we estimate that our share of the total liability for remediation of the site should be less. Therefore, through the litigation and collection efforts of the Initial PRP Group, we intend to seek recovery of our excess payment from dozens of other PRPs.

  

 
9

 

 

ITEM 4B.

EXECUTIVE OFFICERS OF THE REGISTRANT

 

John E. Bassett III, 56, has been with the Company since 1981 and served as Vice President of Wood Manufacturing from 1997 to 2001, as Vice President Global Sourcing from 2001 to 2006 and as Senior Vice-President of Global Sourcing since 2006.

 

Jason W. Camp, 46, joined the Company in 2006 as Senior Vice President of Retail. Prior to joining Bassett, Mr. Camp was with Restoration Hardware, Inc. for nine years advancing to the position of Senior Vice President and General Manager of the Retail Division.  

 

Bruce R. Cohenour, 56, has been with the Company since 2011, serving as Senior Vice President of Sales and Merchandising since January 2013, prior to which he served as Senior Vice President of Upholstery Merchandising. Prior to joining Bassett, Mr. Cohenour was with Hooker Furniture Corp. from 2007 through 2010, serving as Senior Vice President of National Accounts and Business Development until 2009. In 2009, he was promoted to Executive Vice President of Marketing and in 2010, he was promoted to President of the Case Goods Division.

 

J. Michael Daniel, 53, joined the Company in 2007 as Corporate Controller. From April 2009 through December 2009, he served as Corporate Controller and Interim Chief Financial Officer. In January 2010, he was appointed Vice President and Chief Accounting Officer. In January 2013, he was promoted to Senior Vice President and Chief Financial Officer.

 

Jay R. Hervey, Esq., 55, has served as the General Counsel, Vice President – Real Estate and Secretary for the Company since 1997.

 

Mark S. Jordan, 61, joined the Company in 1999 as Plant Manager. In 2001, he was promoted to Vice President of Upholstery Manufacturing and in 2002 he was promoted to Vice President and General Manager-Upholstery. He has served as Senior Vice President of Upholstery since 2006.

 

Robert H. Spilman, Jr., 58, has been with the Company since 1984. Since 2000, he has served as Chief Executive Officer and President.

 

 
10

 

 

PART II

 

ITEM 5.

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 

Market and Dividend Information:

 

Bassett’s common stock trades on the NASDAQ global select market system under the symbol “BSET.” We had approximately 1,300 registered stockholders at November 29, 2014. The range of per share amounts for the high and low market prices and dividends declared for the last two fiscal years are listed below:

 

   

Market Prices of Common Stock

           
   

2014

   

2013

   

Dividends Declared

 

Quarter

 

High

   

Low

   

High

   

Low

   

2014

   

2013

 
                                                 

First

  $ 16.19     $ 13.32     $ 14.60     $ 10.93     $ 0.06     $ 0.05  

Second

    16.02       13.13       15.96       12.52       0.06       0.05  

Third

    15.73       12.07       17.49       13.82       0.08       0.06  

Fourth

    19.60       13.21       16.19       13.18       0.28       0.26  

 

 

Issuer Purchases of Equity Securities

(dollar amounts in thousands, except share and per share data)

 

   

Total
Shares
Purchased

   

Avg
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)

 

August 31 – October 4, 2014

    67,800     $ 14.46       67,800     $ 6,026  

October 5 – November 1, 2014

                    $ 20,000  

November 2 – November 29, 2014

                    $ 20,000  

 


(1)

The Company is authorized to repurchase Company stock under a plan which was originally announced in 1998. On October 9, 2014, the Board of Directors increased the remaining limit of the repurchase plan to $20,000.

 

 
11

 

 

ITEM 6. SELECTED FINANCIAL DATA

 

The selected financial data set forth below for the fiscal years indicated were derived from our audited consolidated financial statements. The information should be read in conjunction with our consolidated financial statements (including the notes thereto) and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” appearing elsewhere in, or incorporated by reference into, this report.

 

   

2014

    2013 (1)     2012     2011     2010  
                                         
                                         

Net sales

  $ 340,738     $ 321,286     $ 269,672     $ 253,208     $ 235,254  

Gross profit

  $ 182,421     $ 165,994     $ 141,322     $ 127,566     $ 112,688  

Operating income (loss)

  $ 15,131     $ 10,005     $ 5,080  (2)   $ (20,622 ) (2)   $ (4,687 )

Gain on sale of affiliate

  $ -     $ -     $ -     $ 85,542  (3)   $ -  

Other income (loss), net

  $ (524 )   $ (1,818 )   $ 6,934  (4)   $ (5,169 ) (4)   $ 2,479  (4)

Income (loss) before income taxes

  $ 14,607     $ 8,187     $ 12,014     $ 59,571     $ (2,208 )

Income tax expense (benefit)

  $ 5,308     $ 3,091     $ (14,699 ) (5)   $ (4,409 )   $ 206  

Net income (loss)

  $ 9,299     $ 5,096     $ 26,713     $ 55,342     $ (2,002 )

Diluted earnings (loss) per share

  $ 0.87     $ 0.47     $ 2.41     $ 4.79     $ (0.17 )

Cash dividends declared

  $ 5,085     $ 4,565     $ 15,920     $ 6,757     $ -  

Cash dividends per share

  $ 0.48     $ 0.42     $ 1.45     $ 0.60     $ -  

Total assets

  $ 240,746     $ 225,849     $ 227,180     $ 223,174     $ 197,317  

Long-term debt

  $ 1,902     $ 2,467     $ 3,053     $ 3,662     $ 4,295  

Current ratio

    2.03 to 1       2.46 to 1       2.52 to 1       2.71 to 1       1.48 to 1  

Book value per share

  $ 14.95     $ 14.50     $ 14.51     $ 13.44     $ 9.20  


 

(1)

Fiscal 2013 contained 53 weeks, whereas all other fiscal years presented above contained 52 weeks.

 

(2)

See note 15 to the Consolidated Financial Statements related to restructuring and asset impairment charges and lease exits costs of $1,070 recorded in 2012. Fiscal 2011 included restructuring and asset impairment charges of $6,228 as well as licensee debt cancellation charges of $6,447.

 

(3)

On May 2, 2011 we sold our 46.9% interest in International Home Furnishings Center, Inc. (“IHFC”) resulting in a gain of $85,542.

 

(4)

See note 8 to the Consolidated Financial Statements related to funds received from the Continued Dumping and Subsidy Offset Act (“CDSOA”) in 2012 of $9,010. During 2011 and 2010, other income (loss), net included income from the CDSOA of $765 and $488, respectively.

 

(5)

See note 11 to the Consolidated Financial Statements related to the effects of changes in our valuation allowance on deferred tax assets during fiscal 2012.

 

 
12

 

 

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(amounts in thousands)

 

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, specialty stores and mass merchants. We were founded in 1902 and incorporated under the laws of Virginia in 1930. Our rich 112-year history has instilled the principles of quality, value, and integrity in everything that we do, while simultaneously providing us with the expertise to respond to ever-changing consumer tastes and to meet the demands of a global economy.

 

With 94 BHF stores at November 29, 2014, we have leveraged our strong brand name in furniture into a network of corporate and licensed stores that focus on providing consumers with a friendly environment for buying furniture and accessories.  We created our store program in 1997 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.  The store features custom order furniture ready for delivery in less than 30 days, more than 1,000 upholstery fabrics, free in-home design visits, and coordinated decorating accessories.  We believe that our capabilities in custom upholstery have become unmatched in recent years. Our manufacturing team takes great pride in the breadth of its options, the precision of its craftsmanship, and the speed of its delivery.  The selling philosophy in the stores is based on building strong long-term relationships with each customer.  Sales people are referred to as Design Consultants and are each trained to evaluate customer needs and provide comprehensive solutions for their home decor. We continue to strengthen the sales and design talent within our Company-owned retail stores.  Our Design Consultants undergo extensive Design Certification training. This training has strengthened their skills related to our house call and design business, and is intended to increase business with our most valuable customers.

 

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, specialty stores and mass merchants. We use a network of over 25 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.  

 

In September of 2011, we announced the formation of a strategic partnership with HGTV (Home and Garden Television), a division of Scripps Networks, LLC., which combines our 112 year heritage in the furniture industry with the penetration of 96 million households in the United States that HGTV enjoys today.  As part of this alliance, the in-store design centers have been co-branded with HGTV to more forcefully market the concept of a “home makeover”, an important point of differentiation for our stores that also mirrors much of the programming content on the HGTV network. We believe the new co-branded design centers coupled with the targeted national advertising on HGTV have played a key role in our improved comparable store sales since their introduction following the third quarter of 2012.

 

The following table summarizes the changes in store count during fiscal 2014:

 

   

November 30,

2013

   

Openings*

   

Closed

   

Transfers

   

November 30,

2014

 

Company-owned stores

    55       6       (1 )     -       60  

Licensee-owned stores

    34       -       -       -       34  

Total

    89       6       (1 )     -       94  

 

*Does not include openings and closures due to relocation of existing stores within a market.



Due to the improved operating performance of our retail network along with continued improvement in underlying economic factors such as the housing market and consumer confidence, we have begun expanding our retail presence in various parts of the country. As part of this expansion we opened six new stores during fiscal 2014 as well as relocating two others. As a result, we spent $13,836 in capital expenditures for new and relocated stores in 2014. We expect to spend slightly less in 2015.

  

 
13

 

 

We expect to continue opening new stores in the future, primarily in underpenetrated markets where we currently have stores. We and certain licensees are actively engaged in site selection and lease negotiations for several locations and expect to open three to five new stores in 2015. While we currently expect to renew or extend three leases for Company-owned stores that expire in 2015, we will continue to evaluate whether it is more appropriate to reposition the stores to a more favorable location within the market as we do with any leases that come up for renewal. Specific plans for 2015 currently include opening new stores in Los Angeles (Woodland Hills), California and Dulles, Virginia, and the relocation of stores in San Antonio, Texas and Southlake, Texas where the lease expired in late 2014. During 2014, stores in the following locations were opened or relocated:


New Stores 

 

Store Relocations 

Fort Worth, Texas 

 

Little Rock, Arkansas 

Westport, Connecticut 

 

Boston (Chestnut Hill), Massachusetts 

Annapolis, Maryland

 

 

Burlington, Massachusetts

 

 

Hartsdale, New York 

 

 

Rockville, Maryland 

 

 

 
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 $100 to $300 per store depending on the overall rent costs for the location and the period between the time when we take possession of the physical store space and the time of the store opening. Generally, rent payments between time of possession and opening of a new store are deferred and therefore rent costs recognized during that time do not require cash. Inherent in our retail business model, we also incur significant losses in the first two to three months of operation following a new store opening. Similar to other furniture retailers, we do not recognize a sale in the income statement until the furniture is delivered to our customer. Because our retail business model does not involve maintaining a stock of retail inventory that would result in quick delivery, and because of the custom nature of our furniture offerings, delivery to our customers usually does not occur until 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 recorded in the income statement. Coupled with the previously discussed store pre-opening costs, total start-up losses can range from $300 to $500 per store. While this expansion is initially costly to our operating results, 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 12 months of their opening. Even as these stores ramp up to break-even, we are realizing additional wholesale sales volume that will leverage the fixed costs in our wholesale business. We expect to continue opening and relocating stores in 2015.

 

Our wholesale operations include an upholstery plant in Newton, North Carolina that produces a wide range of upholstered furniture. We believe that we are an industry leader with our quick-ship custom upholstery offerings. We also operate a custom dining manufacturing facility in Martinsville, Virginia. Most of our wood furniture and certain of our upholstery offerings are sourced through several foreign plants, primarily in Vietnam, Indonesia and China. We define imported product as fully finished product that is sourced internationally. For fiscal 2014, approximately 42% of our wholesale sales were of imported product compared to 46% for fiscal 2013. Our plans for 2015 include the launch of several significant new product categories. Beginning in the first quarter of 2015 we have introduced Bassett Baby and Kids in an effort to leverage our 70 year history in the juvenile and youth furniture products category. These products will initially be solely available on our website and in BHF retail stores. Another important new product program for 2015 will be “Bench Made”, a selection of American handmade dining furniture that will begin to appear in retail showrooms during the second quarter of 2015. Partnering with nearby hardwood component manufacturers, we will prepare, distress, finish, and assemble an assortment of solid maple tables and chairs in our newly renovated Bassett-owned facility in Bassett, Virginia. Finally, we plan to undertake a major makeover of our imported wood product assortment in 2015. All of these new products have been carefully designed in coordination with our merchants, designers, engineers and finishing technicians to achieve the upscale casual decor that we believe speaks to the Bassett consumer today. These new products are planned to appear in our stores in phases coinciding with key holiday selling periods throughout 2015. Our operating results for 2015 are expected to reflect the start-up costs associated with this increased level of product development activity.

 

Traffic to our website, www.bassettfurniture.com, continues to grow. The ultimate goal of our digital strategy is to drive traffic to our retailers while deepening interactions with our consumers.  Understanding that more and more consumers are using the web to research before making a purchase, we have worked diligently to enhance our online presence by making it easier for consumers to browse our wide array of goods and build custom furniture.   In 2015, we will continue to make improvements to our website and increase our social media presence to drive more visitors to our website and more qualified prospects to our stores. While sales through our website are currently not material, they have increased significantly in the last several years.  We are leveraging our Company-owned and licensed store network to handle delivery and customer service for orders placed online.

  

 
14

 

 

Analysis of Operations

 

Our fiscal year ends on the last Saturday of November, which periodically results in a 53-week year. Fiscal 2013 contained 53 weeks, while fiscal 2014 and 2012 each contained 52 weeks. Net sales, gross profit, selling, general and administrative (SG&A) expense, bad debt and notes receivable valuation charges, new store pre-opening costs, other charges, and income (loss) from operations were as follows for the years ended November 29, 2014, November 30, 2013 and November 24, 2012:

 

   

2014

   

2013

   

2012

 
                                                 

Net sales

  $ 340,738       100.0 %   $ 321,286       100.0 %   $ 269,672       100.0 %

Gross profit

    182,421       53.5 %     165,994       51.7 %     141,322       52.4 %

SG&A

    166,073       48.7 %     155,318       48.3 %     134,801       50.0 %

New store pre-opening costs

    1,217       0.4 %     671       0.2 %     371       0.1 %

Other charges

    -       0.0 %     -       0.0 %     1,070       0.4 %
                                                 

Income from operations

  $ 15,131       4.4 %   $ 10,005       3.2 %   $ 5,080       1.9 %


Sales for fiscal 2014 were $340,738 as compared to $321,286 for 2013 and $269,672 for 2012, representing increases of 6.1% and 19%, respectively. As noted above, fiscal 2013 contained 53 weeks while fiscal 2014 and 2012 contained 52 weeks. On an average weekly basis, sales for 2014 increased 8.1% over 2013. This trend primarily reflects the increase in the number of stores owned and operated by us, as well as growth in our wholesale shipments outside of our licensee network. Our consolidated net sales by segment were as follows:

 

   

2014

   

2013

   

2012

 
                         

Wholesale

  $ 223,993     $ 215,451     $ 185,187  

Retail

    216,631       199,380       171,633  

Inter-company elimination

    (99,886 )     (93,545 )     (87,148 )

Consolidated net sales

  $ 340,738     $ 321,286     $ 269,672  


Operating income was $15,131 for 2014 as compared to $10,005 for 2013 and $5,080 for 2012. These increases have been primarily attributable to improved wholesale margins along with improved pricing strategies at retail, partially offset by higher new store related costs (both pre- and post-opening), as we opened six new stores during 2014 as compared with two in 2013 and two in 2012.

 

During fiscal 2012 our results of operations were negatively impacted by restructuring charges and lease exit costs totaling $1,070. Restructuring charges included a leasehold improvement impairment charge of $123 and closed plant asset impairment charges totaling $588. Lease exit costs totaled $359. See Note 15 of our Consolidated Financial Statements for additional information regarding these charges.

 

Certain other items affecting comparability between periods are discussed below in “Investments and Real Estate Segment and Other Items Affecting Net Income (Loss)”.

  

 
15

 

 

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 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.

 

 

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.

 

 

Investments and Real Estate. Our investments and real estate segment consists of our short-term investments, our holdings of real estate leased or previously leased to licensees, and our equity investment in Zenith. We also hold an investment in Fortress, which we fully reserved during the first quarter of 2012. Although this segment does not have operating earnings, income or loss from the segment is included in other income (loss), net, in our consolidated statements of income.

 

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

 

   

Year Ended November 29, 2014*

 
   

Wholesale

   

Retail

   

Eliminations

   

Consolidated

 
                                 

Net sales

  $ 223,993     $ 216,631     $ (99,886 ) (1)   $ 340,738  

Gross profit

    74,347       108,457       (383 ) (2)     182,421  

SG&A expense

    60,227       107,768       (1,922 ) (3)     166,073  

New store pre-opening costs

    -       1,217       -       1,217  

Income (loss) from operations

  $ 14,120     $ (528 )   $ 1,539     $ 15,131  

 

   

Year Ended November 30, 2013*

 
   

Wholesale

   

Retail

   

Eliminations

   

Consolidated

 
                                 

Net sales

  $ 215,451     $ 199,380     $ (93,545 ) (1)   $ 321,286  

Gross profit

    70,812       96,469       (1,287 ) (2)     165,994  

SG&A expense

    59,929       97,250       (1,861 ) (3)     155,318  

New store pre-opening costs

    -       671       -       671  

Income (loss) from operations

  $ 10,883     $ (1,452 )   $ 574     $ 10,005  

 

   

Year Ended November 24, 2012*

 
   

Wholesale

   

Retail

   

Eliminations

   

Consolidated

 
                                 

Net sales

  $ 185,187     $ 171,633     $ (87,148 ) (1)   $ 269,672  

Gross profit

    59,817       82,361       (856 ) (2)     141,322  

SG&A expense

    52,317       84,057       (1,573 ) (3)     134,801  

New store pre-opening costs

    -       371       -       371  

Income (loss) from operations (4)

  $ 7,500     $ (2,067 )   $ 717     $ 6,150  

 

(1)

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

(2)

Represents the change for the period in the elimination of intercompany profit in ending retail inventory.

(3)

Represents the elimination of rent paid by our retail stores occupying Company-owned real estate.

(4)

Excludes the effects of restructuring and impairment charges and lease exit costs. These charges are not allocated to our segments.

* 53 weeks for fiscal 2013 as compared with 52 weeks for fiscal 2014 and 2012.

  

 
16

 

 

Wholesale Segment

 

Net sales, gross profit, selling, general and administrative (SG&A) expense and operating income (loss) from operations for our Wholesale Segment were as follows for the years ended November 29, 2014, November 30, 2013 and November 24, 2012:

 

   

2014

   

2013

   

2012

 
                                                 

Net sales

  $ 223,993       100.0 %   $ 215,451       100.0 %   $ 185,187       100.0 %

Gross profit

    74,347       33.2 %     70,812       32.9 %     59,817       32.3 %

SG&A

    60,227       26.9 %     59,929       27.8 %     52,317       28.3 %

Income from operations

  $ 14,120       6.3 %   $ 10,883       5.1 %   $ 7,500       4.0 %



Wholesale shipments by category for the last three fiscal years are summarized below:

 

   

2014

   

2013

   

2012

 
                                                 

Wood

  $ 86,577       38.7 %   $ 87,935       40.8 %   $ 78,194       42.2 %

Upholstery

    135,831       60.6 %     125,403       58.2 %     105,377       56.9 %

Other

    1,585       0.7 %     2,113       1.0 %     1,616       0.9 %

Total

  $ 223,993       100.0 %   $ 215,451       100.0 %   $ 185,187       100.0 %


Fiscal 2014 as Compared to Fiscal 2013

 

Net sales for the wholesale segment were $223,993 for 2014 as compared to $215,451 for 2013, an increase of $8,542, or 4.0%. On an average weekly basis (normalizing for the extra week in fiscal 2013), wholesale net sales increased 6.0%. Average weekly wholesale shipments to the open market (outside the Bassett Home Furnishings store network) for 2014 increased 10%, while average weekly shipments to the Bassett Home Furnishings store network increased by 4.2% compared to 2013. We have gained market share in the traditional furniture store channel as recent product offerings have been well received. Sales to our BHF store network were negatively impacted by slower business due to inclement weather during the winter months in early 2014 along with overall softness in the demand for wood furniture. Gross margins for the wholesale segment increased 30 basis points to 33.2% for 2014 as compared to 32.9% for 2013. This increase was primarily due to improved margins in the wood operations over the course of 2014 after discounting of discontinued product earlier in the year, and also due to the increased leveraging of fixed costs from higher sales volume in our upholstery operations. Wholesale SG&A increased $298 to $60,227 for 2014 as compared to $59,929 for 2013. SG&A costs as a percentage of sales decreased to 26.9% as compared to 27.6% for 2013 primarily due to tighter expense control. Income from operations was $14,120, or 6.3% of sales, for fiscal 2014 as compared to $10,883, or 5.1% of sales, for the prior year.

 

Fiscal 2013 as Compared to Fiscal 2012

 

Net sales for the wholesale segment were $215,451 for 2013 as compared to $185,187 for 2012, an increase of $30,264, or 16%. On an average weekly basis (normalizing for the extra week in fiscal 2013), wholesale net sales increased 14%. Wholesale shipments to the open market (outside the Bassett Home Furnishings store network) for 2013 increased 38% and shipments to the Bassett Home Furnishings store network increased by 6.3% compared to 2012. This increase in open market shipments was driven by growth in the juvenile and traditional distribution channels. Gross margins for the wholesale segment were 32.9% for 2013 as compared to 32.3% for 2012. Margin improvement in the upholstery operations resulting from greater leverage of fixed costs due to increased sales volumes were partially offset by lower margins in the wood business from increased discounting of discontinued product. Wholesale SG&A increased $7,627 to $59,568 for 2013 as compared to $51,941 for 2013. SG&A costs as a percentage of sales decreased to 27.6% as compared to 28.0% for 2012. Profit improvement from leveraging fixed SG&A costs through higher sales volumes was partially offset by planned increased marketing and advertising costs of $1,072 to drive continued sales growth.

 

Wholesale Backlog

 

The dollar value of our wholesale backlog, representing orders received but not yet delivered to dealers and Company stores as of November 29, 2014, November 30, 2013, and November 24, 2012, was as follows:

 

   

2014

   

2013

   

2012

 
                         

Year end wholesale backlog

  $ 13,644     $ 11,916     $ 11,988  

 
17

 

 

Retail Segment – Company Owned Stores

 

Net sales, gross profit, selling, general and administrative (SG&A) expense, new store pre-opening costs and operating loss for our Retail Segment were as follows for the years ended November 29, 2014, November 30, 2013 and November 24, 2012:

 

   

2014 vs 2013

   

2013 vs 2012

 
   

2014

   

2013

   

2013

   

2012

 
                                                                 

Net sales

  $ 216,631       100.0 %   $ 199,380       100.0 %   $ 199,380       100.0 %   $ 171,633       100.0 %

Gross profit

    108,457       50.1 %     96,469       48.4 %     96,469       48.4 %     82,361       48.0 %

SG&A expense

    107,768       49.7 %     97,250       48.8 %     97,250       48.8 %     84,057       49.0 %

New store pre-opening costs

    1,217       0.6 %     671       0.3 %     671       0.3 %     371       0.2 %

Loss from operations

  $ (528 )     -0.2 %   $ (1,452 )     -0.7 %   $ (1,452 )     -0.7 %   $ (2,067 )     -1.2 %



The following tables present operating results on a comparable store basis for each comparative set of periods. Table A compares the results of the 51 stores that were open and operating for all of 2014 and 2013. Table B compares the results of the 47 stores that were open and operating for all of 2013 and 2012.

 

Comparable Store Results:

 

   

Table A: 2014 vs 2013 (51 Stores)

   

Table B: 2013 vs 2012 (47 Stores)

 
   

2014

   

2013

   

2013

   

2012

 
                                                                 

Net sales

  $ 194,092       100.0 %   $ 187,146       100.0 %   $ 168,968       100.0 %   $ 157,006       100.0 %

Gross profit

    96,905       49.9 %     90,626       48.4 %     82,072       48.6 %     75,650       48.2 %

SG&A expense

    94,726       48.8 %     90,389       48.3 %     81,265       48.1 %     76,500       48.7 %

Income (loss) from operations

  $ 2,179       1.1 %   $ 237       0.1 %   $ 807       0.5 %   $ (850 )     -0.5 %

 


The following tables present operating results for all other stores which were not comparable year-over-year. Each table includes the results of stores that either opened or closed at some point during the 24 months of each comparative set of periods.

 

All Other (Non-Comparable) Store Results:

 

   

2014 vs 2013 All Other Stores

   

2013 vs 2012 All Other Stores

 
   

2014

   

2013

   

2013

   

2012

 
                                                                 

Net sales

  $ 22,539       100.0 %   $ 12,234       100.0 %   $ 30,412       100.0 %   $ 14,627       100.0 %

Gross profit

    11,552       51.3 %     5,843       47.8 %     14,397       47.3 %     6,711       45.9 %

SG&A expense

    13,042       57.9 %     6,861       56.1 %     15,985       52.6 %     7,557       51.7 %

New store pre-opening costs

    1,217       5.4 %     671       5.5 %     671       2.2 %     371       2.5 %

Loss from operations

  $ (2,707 )     -12.0 %   $ (1,689 )     -13.8 %   $ (2,259 )     -7.4 %   $ (1,217 )     -8.3 %

 

 
18

 

  

Fiscal 2014 as Compared to Fiscal 2013

 

Net sales for the 60 Company-owned stores were $216,631 for fiscal 2014 as compared to $199,380 for 2012, an increase of $17,251 or 8.7%. The increase was comprised of a $6,946 or 3.7% increase in comparable store sales and a $10,305 increase in non-comparable store sales. On an average weekly basis (normalizing for the extra week in the first quarter of 2013), comparable store sales increased 5.7%.

 

While we do not recognize sales until goods are delivered to the consumer, we track written sales (the retail dollar value of sales orders taken, rather than delivered) as a key store performance indicator. Written sales for comparable stores increased by 4.3% for fiscal 2014 as compared to 2013. On an average weekly basis, written sales increased 6.4% over the prior year.

 

The operating loss for the 60 Company-owned stores for fiscal 2014 was $528 as compared to an operating loss of $1,452 for 2013. This decline in the consolidated retail operating loss was primarily due to improved margins, partially offset by increased new store related opening costs, overlapping rent costs during the transition period for store relocations, and initial operating losses at newly opened locations.

 

The 51 comparable stores generated operating income of $2,179 for 2014 as compared to $237 for the prior year. Gross margins at our comparable stores improved to 49.9% compared to 48.4% in the prior year due primarily to improved pricing strategies. SG&A expenses for comparable stores increased $4,337 to $94,726 or 48.8% of sales as compared to 48.3% for 2013. This increase is primarily due to planned increases in advertising spending, higher health care benefit costs, increased other overhead costs as the store network continues to grow and the effects of having one less week to leverage fixed costs. In addition, we incurred $222 of overlapping rent while two stores were in the process of being relocated. As with new store openings as described below, we begin to recognize rent expense at the date we take possession of the new store location. We will recognize rent expense on both locations until the date that the previously existing store closes. We completed relocations in Little Rock, Arkansas and Boston, Massachusetts during fiscal 2014, with two additional relocations in Texas expected to be completed during the first quarter of fiscal 2015. We define a store relocation as the closing of one store and opening of another store in the same market. Since there is no change in the store count for a specific market, we continue to include relocation costs as part of the comparable store operations.

 

Losses from the non-comparable stores during fiscal 2014 were $2,707 which includes $1,217 of costs incurred prior to the opening of six stores during the year. These costs include rent, training costs and other payroll-related costs specific to a new store location incurred during the period leading up to its open and generally range between $100 to $300 per store based 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 when the store opens. Also included in the non-comparable store loss is $983 in post-opening losses from these six store openings. 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 $300 to $500 per store. The remaining non-comparable stores incurred an operating loss of $507 during 2014.

 

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.

 

Fiscal 2013 as Compared to Fiscal 2012

 

Net sales for the 55 Company-owned stores were $199,380 for fiscal 2013 as compared to $171,633 for 2012, an increase of $27,747 or 16.2%. The increase was comprised of an $11,962 or 7.6% increase in comparable store sales and a $15,785 increase in non-comparable store sales. On an average weekly basis (normalizing for the extra week in the first quarter of 2013), comparable store sales increased 5.6%. While we do not recognize sales until goods are delivered to the consumer, we track written sales (the retail dollar value of sales orders taken, rather than delivered) as a key store performance indicator. Written sales for comparable stores increased by 9.0% for fiscal 2013 as compared to 2012. On an average weekly basis, written sales increased 7.0% over the prior year.

 

The operating loss for the 55 Company-owned stores for fiscal 2013 was $1,452 million as compared to an operating loss of $2,067 for 2012. The 47 comparable stores generated operating income of $807 for 2013 as compared to a loss of $850 for the prior year. Gross margins at our comparable stores improved to 48.6% compared to 48.2% in the prior year due primarily to improved pricing strategies, partially offset by a concerted effort during the first half of 2013 to reduce clearance inventory levels. SG&A expenses for comparable stores increased $4,765 to $81,265 or 48.1% of sales as compared to 48.7% for 2012. This decrease as a percent of sales is due to increased sales volumes leveraging fixed costs partially offset by planned increased retail overhead investments as we manage growth in store count.

  

 
19

 

 

Losses from the non-comparable stores in 2013 were $2,259 which includes $671 of costs prior to the opening of three stores during the year and four other stores that will be opening in the first quarter of 2014. These costs include rent, training costs and other payroll-related costs specific to a new store location incurred during the period leading up to its open and generally range between $100 to $300 per store based on the overall rent costs for the location and the period between the time when the Company takes possession of the physical store space and the time of the store opening. Also included in the non-comparable store loss are post-opening losses from the store openings. 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 $300 to $500 per store. Also included in the 2013 non-comparable stores are the operations of stores opened or acquired during 2012.

 

Retail Comparable Store Sales Increases

 

The following table provides year-over-year comparable store sales increases for the last three fiscal years. Due to fiscal 2013 containing 53 weeks, we have also provided such changes on an average weekly basis for comparability purposes.

 

   

2014

   

2013

   

2012

 

As reported:

                       

Delivered

    3.7%       7.6%       9.1%  

Written

    4.3%       9.0%       10.6%  

Average weekly basis:

                       

Delivered

    5.7%       5.6%       9.1%  

Written

    6.4%       7.0%       10.6%  

 

 

 

Retail Backlog

 

The dollar value of our retail backlog, representing orders received but not yet delivered to customers as of November 29, 2014, November 30, 2013, and November 24, 2012, was as follows:

 

   

2014

   

2013

   

2012

 
                         

Year end retail backlog

  $ 30,206     $ 22,483     $ 18,180  

Retail backlog per open store

  $ 503     $ 409     $ 343  

  

 
20

 

 

Investments and Real Estate Segment and Other Items Affecting Net Income (Loss)

 

At November 29, 2014, our investments and real estate segment consists of our short-term investments, our holdings of retail real estate previously leased as licensee stores and our equity investment in Zenith. Previously, this segment also included our investments in marketable securities (which were liquidated during the fourth quarter of fiscal 2012), and our investment in the Fortress Value Recovery Fund I, LLC (“Fortress”), which was fully impaired during the first quarter of fiscal 2012. Although this segment does not have operating earnings, income or loss from the segment is included in other income in our consolidated statements of income.

 

We own 49% of Zenith Freight Lines, LLC (“Zenith”), which provides domestic transportation and warehousing services primarily to furniture manufacturers and distributors and also provides home delivery services to furniture retailers. We have contracted with Zenith to provide for substantially all of our domestic freight, transportation and warehousing needs for the wholesale business. In addition, Zenith provides home delivery services for almost half of our Company-owned retail stores. Zenith offers their customers best-of-class service and handling. We consider the expertise that Zenith exhibits in logistics to be a significant competitive advantage for us. In addition, we believe that Zenith is well positioned to take advantage of current growth opportunities for providing logistical services to the furniture industry. At November 29, 2014 and November 30, 2013, our investment in Zenith was $7,915 and $7,254, respectively.

 

Investments and real estate income (loss) and other items affecting net income for fiscal 2014, 2013 and 2012 are as follows:

 

   

2014

   

2013

   

2012

 
                         

Income from unconsolidated affiliated company (1)

    661       770       347  

Income from Continued Dumping & Subsidy Offset Act (2)

    -       -       9,010  

Other than temporary impairment of investments (3)

    -       -       (806 )

Interest expense (4)

    (188 )     (255 )     (295 )

Retail real estate impairment charges (5)

    -       (416 )     -  

Loan and lease guarantee (expense) recovery (6)

    66       (40 )     41  

Investment income (7)

    352       99       453  

Other (8)

    (1,415 )     (1,976 )     (1,816 )
                         

Total other income (loss), net

  $ (524 )   $ (1,818 )   $ 6,934  
 

 

(1)

See note 10 to the Consolidated Financial Statements for information related to our income from Zenith, an unconsolidated affiliated company.

 

(2)

See note 8 to the Consolidated Financial Statements for information related to our income from the Continued Dumping and Subsidy Offset Act (“CDSOA”).

 

(3)

Represents the full impairment of our investment in Fortress. See note 7 to the Consolidated Financial Statements for additional information. See also table footnote 7 below.

 

(4)

Our interest expense consists primarily of interest on our retail real estate mortgage obligations. This expense has been declining steadily as those obligations have been repaid.

 

(5)

See note 15 to the Consolidated Financial Statements for additional information related to impairment charges and lease exit costs related to our retail real estate.

 

(6)

Loan and lease guarantee expense consists of adjustments to our reserves for the net amount of our estimated losses on loan and lease guarantees that we have entered into on behalf of our licensees. The recovery (expense) recognized for fiscal 2013, 2012 and 2012 reflects the changes in our estimates of the risk that we may have to assume the underlying obligations with respect to our guarantees.

 

(7)

Investment income for fiscal 2014 includes both interest income and the gain from the partial liquidation of our previously impaired investment in Fortress (see note 7 to the Consolidated Financial Statements for additional information. See also table footnote 3 above). Fiscal 2013 includes only interest income from cash equivalents and short term investments. Fiscal 2012 includes both interest income and net realized gains from the sale of marketable securities.

 

(8)

Fiscal 2014 includes $827 in death benefits received from life insurance policies covering former executives, compared with $304 of similar proceeds in fiscal 2013 and none in fiscal 2012.

 

 
21

 

  

Provision for Income taxes

 

We recorded an income tax provision (benefit) of $5,308, $3,091 and $(14,699) in fiscal 2014, 2013 and 2012, respectively. For fiscal 2014, our effective tax rate of approximately 36.3% differs from the statutory rate of 35.0% primarily due to the effects of state income taxes, adjustments to state net operating loss carryforwards, a reduction in the valuation allowance on deferred tax assets and permanent differences arising from non-taxable income. For fiscal 2013, our effective tax rate of approximately 37.8% differs from the statutory rate of 34.0% primarily due to the effects of state income taxes and permanent differences arising from non-deductible expenses. For fiscal 2012, our effective tax rate of approximately (122.3)% differs from the statutory rate of 35.0% primarily due to the reversal of the majority of the valuation allowance on existing deferred tax assets, resulting in a credit to income of $18,704. See note 11 to the Consolidated Financial Statements for additional information regarding our income tax provision (benefit), as well as our net deferred tax assets and other matters.

 

We have net deferred tax assets of $14,969 as of November 29, 2014, which, upon utilization, are expected to reduce our cash outlays for income taxes in future years. It will require approximately $43,000 of future taxable income to utilize our net deferred tax assets.

 

The Company’s fiscal 2013 and 2012 income tax returns are currently under examination by the IRS.

 

Liquidity and Capital Resources

 

We are committed to maintaining a strong balance sheet in order to weather difficult industry conditions, to allow us to take advantage of opportunities as market conditions improve, and to execute our long-term retail strategies.

 

Our return to operating profitability over the last three years has enabled us to generate significantly improved operating cash flow over that time period. In addition, we have benefited from significant additional liquidity provided by the sale of our interest in IHFC in fiscal 2011 and the final distribution of funds from the CDSOA in fiscal 2012.

 

Sale of IHFC & Final Distribution of CDSOA Funds

 

During the second quarter of fiscal 2012, we received $9,010 representing our share of the final distribution of duties that had been withheld by U.S. Customs and Border Protection under the Continued Dumping and Subsidy Offset Act. See note 8 to the Consolidated Financial Statements for additional information regarding the CDSOA final distribution.

 

On May 2, 2011 we completed the sale of our investment in IHFC, receiving cash proceeds of $69,152 upon closing. Additional proceeds which were placed in escrow at closing have since been released to us, with $2,348 received in each of fiscal 2014 and 2013 and $1,410 received in fiscal 2012. These receipts represent the full amount of the funds originally escrowed and we have no further contingent obligations in connection with the sale of IHFC.

 

Cash Flows

 

Cash provided by operations for fiscal 2014 was $29,961 compared to cash provided by operations of $10,640 for 2013, an increase of $19,321. This improvement is primarily the result of our improved operating performance along with better overall working capital management. In addition, we received $3,060 in tenant improvement funds during 2014 associated with leasing new stores and store relocations. Cash provided by operations during 2014 was partially reduced by the placement of a $1,150 collateral deposit with one of our insurance carriers during the third quarter.

 

Our overall cash position increased by $13,940 during fiscal 2014. Cash provided by operations was partially offset by net cash used in investing activities of $5,155, primarily consisting of capital expenditures for retail store expansion, remodeling and relocations substantially offset by proceeds from the maturity of short-term investments in certificates of deposit, the release of the remaining escrowed funds from the 2011 sale of our interest in IHFC, and proceeds from the disposition of real estate investment properties. Cash used in financing activities totaled $10,866, consisting primarily of dividend payments and stock repurchases under our existing share repurchase plan, of which $20,000 remains authorized as of November 29, 2014. With cash and cash equivalents and short-term investments totaling $49,798 on hand at November 29, 2014, we believe we have sufficient liquidity to fund operations for the foreseeable future.

 

Debt and Other Obligations

 

On December 18, 2012, we entered into a credit facility with our bank extending us a line of credit of up to $15,000. This line is secured by our accounts receivable and inventory. This facility contains certain 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. This line will mature in December of 2015, at which time we expect to obtain a new line under substantially similar terms. At November 29, 2014, we had $216 outstanding under standby letters of credit, leaving availability under our credit line of $14,784.

  

 
22

 

 

We have two mortgages totaling $2,218 outstanding as of November 29, 2014. We expect to satisfy the remaining mortgage obligations 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 licensee-owned stores. We had obligations of $92,558 at November 29, 2014 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 $3,164 at November 29, 2014.

 

Dividends and Share Repurchases

 

During fiscal 2014, we declared four quarterly dividends totaling $2,983, or $0.28 per share, and one special dividend of $2,102, or $0.20 per share. Cash dividend payments to our shareholders during fiscal 2014 totaled $5,155. We also repurchased 404,300 shares of our stock for $5,601 under our share repurchase program. The weighted-average effect of these share repurchases was to increase both our basic and diluted earnings per share in 2014 by approximately $0.01.

 

Capital Expenditures

 

We currently anticipate that total capital expenditures for fiscal 2015 will be approximately $18 million which will be used primarily for the build out of new stores and the remodeling of existing Company-owned stores.  Our capital expenditure and working capital requirements in the foreseeable future may change depending on many factors, including but not limited to the overall performance of the new stores, our rate of growth, our operating results and any adjustments in our operating plan needed in response to industry conditions, competition or unexpected events. We believe that our existing cash, together with cash from operations, will be sufficient to meet our capital expenditure and working capital requirements for the foreseeable future.

 

Subsequent Announcement of Intention to Acquire Zenith

 

On January 21, 2015 we announced our intention to acquire the remaining 51% of Zenith Freight Lines, LLC in a transaction that is expected to close during the first quarter of fiscal 2015. The purchase price is valued at $20,000 to be paid in increments of cash and Bassett common stock over a three year period.

 

Fair Value Measurements

 

We account for items measured at fair value in accordance with ASC Topic 820, Fair Value Measurements and Disclosures. ASC 820’s valuation techniques are based on observable and unobservable inputs. Observable inputs reflect readily obtainable data from independent sources, while unobservable inputs reflect our market assumptions. ASC 820 classifies these inputs into the following hierarchy:

 

Level 1 Inputs– Quoted prices for identical instruments in active markets.

 

Level 2 Inputs– Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.

 

Level 3 Inputs– Instruments with primarily unobservable value drivers.

 

We believe that the carrying amounts of our current assets and current liabilities approximate fair value due to the short-term nature of these items. The recurring estimate of the fair value of our mortgages payable for disclosure purposes (see Note 12 to the Consolidated Financial Statements) involves Level 3 inputs. Our primary non-recurring fair value estimates, typically involving the valuation of business acquisitions (see Note 9 to the Consolidated Financial Statements) and asset impairments (see Note 15 to the Consolidated Financial Statements) have utilized Level 3 inputs.

  

 
23

 

  

Contractual Obligations and Commitments

 

We enter into contractual obligations and commercial commitments in the ordinary course of business (See Note 17 to the Consolidated Financial Statements for a further discussion of these obligations). The following table summarizes our contractual payment obligations and other commercial commitments and the fiscal year in which they are expected to be paid.

 

   

2015

   

2016

   

2017

   

2018

   

2019

   

Thereafter

   

Total

 

Post employment benefit obligations (1)

  $ 1,052     $ 1,015     $ 963     $ 935     $ 884     $ 10,187     $ 15,036  

Real estate notes payable

    316       338       361       386       413       404       2,218  

Other obligations & commitments

    900       900       200       100       100       300       2,500  

Contractual advertising

    2,500       2,500       -       -       -       -       5,000  

Interest payable

    140       118       94       69       42       14       477  

Letters of credit

    216       -       -       -               -       216  

Operating leases (2)

    18,243       15,713       13,194       10,778       8,984       25,646       92,558  

Lease guarantees (4)

    1,396       737       739       424       -       -       3,296  

Purchase obligations (3)

    -       -       -       -               -       -  

Total

  $ 24,763     $ 21,321     $ 15,551     $ 12,692     $ 10,423     $ 36,551     $ 121,301  

 

 

 

(1)

Does not reflect a reduction for the impact of any company owned life insurance proceeds to be received. Currently, we have life insurance policies with net death benefits of $3,148 to provide funding for these obligations. See Note 13 to the Consolidated Financial Statements for more information.

(2)

Does not reflect a reduction for the impact of sublease income to be received. See Note 17 to the Consolidated Financial Statements for more information.

(3)

The Company is not a party to any long-term supply contracts with respect to the purchase of raw materials or finished goods. At the end of fiscal year 2014, we had approximately $19,694 in open purchase orders, primarily for imported inventories, which are in the ordinary course of business.

(4)

Lease guarantees relate to payments we would only be required to make in the event of default on the part of the guaranteed parties.

 

This table does not reflect our estimated liability for uncertain tax positions, including accrued interest and penalties thereon, of $1,370 at November 29, 2014. See Note 11 to the Consolidated Financial Statements for a further discussion of this reserve.

 

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 BHF stores. We have guaranteed certain lease obligations of licensee operators as part of our retail strategy. See Contractual Obligations and Commitments table above and Note 17 to the Consolidated Financial Statements, included in Item 8 of this Annual Report on Form 10-K, for further discussion of operating leases, lease guarantees and loan guarantees, including descriptions of the terms of such commitments and methods used to mitigate risks associated with these arrangements.

 

 Contingencies

 

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

  

 
24

 

 

Critical Accounting Policies and Estimates

 

Our consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) which requires that certain estimates and assumptions be made that affect the amounts and disclosures reported in those financial statements and the related accompanying notes. Actual results could differ from these estimates and assumptions. We use our best judgment in valuing these estimates and may, as warranted, solicit external advice. Estimates are based on current facts and circumstances, prior experience and other assumptions believed to be reasonable. The following critical accounting policies, some of which are impacted significantly by judgments, assumptions and estimates, affect our consolidated financial statements.

 

Consolidation The consolidated financial statements include the accounts of Bassett Furniture Industries, Incorporated and its majority-owned subsidiaries for whom we have operating control. In accordance with ASC Topic 810, Consolidation, 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 Recognition - Revenue is recognized when the risks and rewards of ownership and title to the product have transferred to the buyer. This generally occurs upon the shipment of goods to independent dealers or, in the case of Company-owned retail stores, upon delivery to the customer. Our wholesale payment terms generally vary from 30 to 60 days. For retail sales, we typically receive a significant portion of the purchase price as a customer deposit upon order, with the balance typically collected upon delivery. An estimate for returns and allowances has been provided in recorded sales. The contracts with our licensee store owners do not provide for any royalty or license fee to be paid to us.

 

Staff Accounting Bulletin No. 104, Revenue Recognition (“SAB 104”) outlines the four basic criteria for recognizing revenue as follows: (1) persuasive evidence of an arrangement exists, (2) delivery has occurred or services have been rendered, (3) the seller’s price to the buyer is fixed or determinable, and (4) collectibility is reasonably assured. SAB 104 further asserts that if collectibility of all or a portion of the revenue is not reasonably assured, revenue recognition should be deferred until payment is received. During fiscal 2014 and 2013, there were no dealers for which these criteria were not met. During fiscal 2012 there were two dealers for which these criteria were not met and therefore revenue was being recognized on a cost recovery basis. As of November 29, 2014, November 30, 2013 and November 24, 2012 there were no dealers that remained on a cost recovery basis.

 

Allowance for Doubtful Accounts - We maintain an allowance for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments. Our accounts receivable reserves were $1,249 and $1,607 at November 29, 2014 and November 30, 2013, respectively, representing 7.6% and 9.1% of our gross accounts receivable balances at those dates, respectively. The allowance for doubtful accounts is based on a review of specifically identified customer accounts in addition to an overall aging analysis. We evaluate the collectibility of our receivables from our licensees and other customers on a quarterly basis based on factors such as their financial condition, our collateral position, potential future plans with licensees and other similar factors. Our allowance for doubtful accounts represents our best estimate of potential losses on our accounts and notes receivable and is adjusted accordingly based on historical experience, current developments and present economic conditions and trends. Although actual losses have not differed materially from our previous estimates, future losses could differ from our current estimates. Unforeseen events such as a licensee or customer bankruptcy filing could have a material impact on our results of operations.

 

Inventories - Inventories are stated at the lower of cost or market. Cost is determined for domestic furniture inventories using the last-in, first-out method. The cost of imported inventories is determined on a first-in, first-out basis. We estimate an inventory reserve for excess quantities and obsolete items based on specific identification and historical write-offs, taking into account future demand and market conditions. Our reserves for excess and obsolete inventory were $1,412 and $1,293 at November 29, 2014 and November 30, 2013, respectively, each representing 2.4% of our inventories on a last-in, first-out basis. If actual demand or market conditions in the future are less favorable than those estimated, additional inventory write-downs may be required.

 

Valuation Allowance on Deferred Tax AssetsWe evaluate our deferred income tax assets to determine if valuation allowances are required or should be adjusted. A valuation allowance is established against our deferred tax assets based on consideration of all available evidence, both positive and negative, using a “more likely than not” standard. This assessment considers, among other matters, the nature, frequency and severity of recent losses, forecasts of future profitability, the duration of statutory carryforward periods, our experience with tax attributes expiring unused and tax planning alternatives. In making such judgments, significant weight is given to evidence that can be objectively verified. Due to the losses incurred prior to fiscal 2011, we were in a cumulative loss position for the preceding three years which is considered significant negative evidence that is difficult to overcome on a “more likely than not” standard through objectively verifiable data. While our long-term financial outlook remained positive, we concluded that our ability to rely on our long-term outlook and forecasts as to future taxable income was limited due to uncertainty created by the weight of the negative evidence. As a result, we previously recorded a valuation allowance on certain of the deferred tax assets. In fiscal 2011, due to the gain recognized on the sale of our interest in IHFC, we were able to utilize net operating loss carryforwards and credits to significantly offset the taxable gain, resulting in a significant reduction of the valuation allowance. However, as the gain on the sale of IHFC did not represent a source of recurring future taxable income, we continued to record a valuation allowance against substantially all of our deferred tax assets as of November 26, 2011. Due to our positive earnings during fiscal 2012 and subsequent years, and the absence of any significant negative evidence to the contrary, we have concluded that we can rely on our positive long-term outlook and forecasts as to future taxable income in evaluating our ability to realize our deferred tax assets. Accordingly, the reserve against the majority of our deferred tax assets was removed in fiscal 2012, resulting in a credit to income of $18,704, which is included in our net income tax benefit for 2012. Additional reductions in the reserve related to changes in laws which impact our ability to recover certain state net operating loss carryforwards resulted in a credit to income of $974, which is included in our net income tax expense for 2014. The remaining valuation allowance at November 29, 2014 is $70.

  

 
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Goodwill – Goodwill represents the excess of the purchase price over the value assigned to tangible assets and liabilities and identifiable intangible assets of businesses acquired. The acquisition of assets and liabilities and any resulting goodwill is allocated to the respective reporting unit; Wholesale, Retail or Investments and Real Estate. We review goodwill at the reporting unit level annually for impairment or more frequently if events or circumstances indicate that assets might be impaired.

 

In accordance with ASC Topic 350, Intangibles – Goodwill & Other, the goodwill impairment test consists of a two-step process, if necessary. However, we first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test described in ASC Topic 350. The more likely than not threshold is defined as having a likelihood of more than 50 percent. If, after assessing the totality of events or circumstances, we determine that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the two-step impairment test is unnecessary and our goodwill is considered to be unimpaired. However, if based on our qualitative assessment we conclude that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, we will proceed with performing the two-step process. Based on our qualitative assessment as described above, we have concluded that this goodwill is not impaired as of November 29, 2014.

 

The first step compares the carrying value of each reporting unit that has goodwill with the estimated fair value of the respective reporting unit. Should the carrying value of a reporting unit be in excess of the estimated fair value of that reporting unit, the second step is performed whereby we must calculate the implied fair value of goodwill by deducting the fair value of all tangible and intangible net assets of the reporting unit from the fair value of the reporting unit. This second step represents a hypothetical purchase price allocation as if we had acquired the reporting unit on that date. Our impairment methodology uses a discounted cash flow analysis requiring certain assumptions and estimates to be made regarding future profitability of the reporting unit and industry economic factors. While we believe such assumptions and estimates are reasonable, the actual results may differ materially from the projected amounts.

 

Impairment of Long-Lived Assets - We periodically evaluate whether events or circumstances have occurred that indicate long-lived assets may not be recoverable or that the remaining useful life may warrant revision. When such events or circumstances are present, we assess the recoverability of long-lived assets by determining whether the carrying value will be recovered through the expected undiscounted future cash flows resulting from the use of the asset. In the event the sum of the expected undiscounted future cash flows is less than the carrying value of the asset, an impairment loss equal to the excess of the asset’s carrying value over its fair value is recorded. When analyzing our real estate properties for potential impairment, we consider such qualitative factors as our experience in leasing and selling real estate properties as well as specific site and local market characteristics. Upon the closure of a Bassett Home Furnishings store, we generally write off all tenant improvements which are only suitable for use in such a store.

  

Recent Accounting Pronouncements

 

See note 2 to our Consolidated Financial Statements regarding the impact or potential impact of recent accounting pronouncements upon our financial position and results of operations.

 

 
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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

We are exposed to market risk from changes in the value of foreign currencies. Substantially all of our 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 2015.

 

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. An increase in the rate of in home construction could result in increases in wood and fabric costs from current levels, and the cost of foam products, which are petroleum-based, is sensitive to changes in the price of oil.

 

We have potential exposure to market risk related to conditions in the commercial real estate market. Our retail real estate holdings of $6,302 and $10,435 at November 29, 2014 and November 30, 2013, respectively, for stores formerly operated by licensees as well as our holdings of $27,843 and $28,531 at November 29, 2014 and November 30, 2013, respectively, 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 $3,296 and $3,698 which we have guaranteed on behalf of licensees as of November 29, 2014 and November 30, 2013, respectively, we may not be able to secure sufficient sub-lease income in the current market to offset the payments required under the guarantees.

 

                   

Net Book

 
   

Number of

   

Aggregate

   

Value

 
   

Locations

   

Square Footage

   

(in thousands)

 
                         

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

    11       276,887     $ 27,843  
                         

Investment real estate:

                       

Leased

    3       67,521       6,287  

Other (2)

    -       -       15  
                         

Total included in retail real estate

    3       67,521       6,302  
                         

Total Company investment in retail real estate

    14       344,408     $ 34,145  

 

(1)

Includes two properties encumbered under mortgages totaling $2,218 at November 29, 2014.

(2)

Consists of leasehold improvements in locations leased by the Company and subleased to licensees.

 
 
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

Report of Independent Registered Public Accounting Firm 

 

The Board of Directors and Stockholders of Bassett Furniture Industries, Incorporated and Subsidiaries

 

We have audited the accompanying consolidated balance sheets of Bassett Furniture Industries, Incorporated and Subsidiaries as of November 29, 2014 and November 30, 2013, and the related consolidated statements of income, comprehensive income, stockholders' equity and cash flows for each of the three years in the period ended November 29, 2014. Our audits also included Financial Statement Schedule II - Analysis of Valuation and Qualifying Accounts for each of the three years in the period ended November 29, 2014. These financial statements and schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Bassett Furniture Industries, Incorporated and Subsidiaries at November 29, 2014 and November 30, 2013, and the consolidated results of their operations and their cash flows for each of the three years in the period ended November 29, 2014, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

 

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Bassett Furniture Industries, Incorporated and Subsidiaries’ internal control over financial reporting as of November 29, 2014, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (1992 framework), and our report dated January 22, 2015 expressed an unqualified opinion thereon.

 

/s/ Ernst & Young LLP

 

Richmond, Virginia

 

January 22, 2015

 

 
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Consolidated Balance Sheets

Bassett Furniture Industries, Incorporated and Subsidiaries

November 29, 2014 and November 30, 2013

(In thousands, except share and per share data)

 

   

2014

   

2013

 

Assets

               

Current assets

               

Cash and cash equivalents

  $ 26,673     $ 12,733  

Short-term investments

    23,125       28,125  

Accounts receivable, net of allowance for doubtful accounts of $1,249 and $1,607 as of November 29, 2014 and November 29, 2013, respectively

    15,228       16,080  

Inventories

    57,272       53,069  

Deferred income taxes, net

    5,268       4,418  

Other current assets

    7,796       11,949  

Total current assets

    135,362       126,374  
                 

Property and equipment, net

    74,812       64,271  
                 

Other long-term assets

               

Retail real estate

    6,302       10,435  

Deferred income taxes, net

    9,701       10,734  

Other

    14,569       14,035  

Total other long-term assets

    30,572       35,204  

Total assets

  $ 240,746     $ 225,849  
                 

Liabilities and Stockholders’ Equity

               

Current liabilities

               

Accounts payable

  $ 22,251     $ 19,892  

Accrued compensation and benefits

    8,931       6,503  

Customer deposits

    22,202       16,214  

Dividends payable

    2,102       2,172  

Other accrued liabilities

    11,287       6,660  

Total current liabilities

    66,773       51,441  
                 

Long-term liabilities

               

Post employment benefit obligations

    11,498       11,146  

Real estate notes payable

    1,902       2,467  

Other long-term liabilities

    3,741       3,386  

Total long-term liabilities

    17,141       16,999  
                 

Commitments and Contingencies

               
                 

Stockholders’ equity

               

Common stock, $5 par value; 50,000,000 shares authorized; issued and outstanding 10,493,393 at November 29, 2014 and 10,859,318 at November 30, 2013

    52,467       54,297  

Retained earnings

    106,339       104,526  

Accumulated other comprehensive loss

    (1,974 )     (1,414 )

Total stockholders' equity

    156,832       157,409  

Total liabilities and stockholders’ equity

  $ 240,746     $ 225,849  

 

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

 

 
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Consolidated Statements of Income

Bassett Furniture Industries, Incorporated and Subsidiaries

For the years ended November 29, 2014, November 30, 2013, and November 24, 2012

(In thousands, except per share data)

 

   

2014

   

2013

   

2012

 
                         

Net sales

  $ 340,738     $ 321,286     $ 269,672