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Bassett Furniture Industries Inc – ‘10-K’ for 11/30/19 – ‘R10’

On:  Thursday, 1/23/20, at 11:15am ET   ·   For:  11/30/19   ·   Accession #:  1437749-20-1052   ·   File #:  0-00209

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 1/23/20  Bassett Furniture Industries Inc  10-K       11/30/19  114:11M                                    RDG Filings/FA

Annual Report   —   Form 10-K   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   1.46M 
 2: EX-4.C      Instrument Defining the Rights of Security Holders  HTML     40K 
 3: EX-21       Subsidiaries List                                   HTML     34K 
 4: EX-23.A     Consent of Experts or Counsel                       HTML     33K 
 5: EX-31.A     Certification -- §302 - SOA'02                      HTML     38K 
 6: EX-31.B     Certification -- §302 - SOA'02                      HTML     38K 
 7: EX-32.A     Certification -- §906 - SOA'02                      HTML     33K 
 8: EX-32.B     Certification -- §906 - SOA'02                      HTML     33K 
17: R1          Document And Entity Information                     HTML     93K 
81: R2          Consolidated Balance Sheets                         HTML    123K 
93: R3          Consolidated Balance Sheets (Parentheticals)        HTML     43K 
56: R4          Consolidated Statements of Operations               HTML    105K 
16: R5          Consolidated Statements of Comprehensive Income     HTML     64K 
                (Loss)                                                           
80: R6          Consolidated Statements of Cash Flows               HTML    124K 
92: R7          Consolidated Statements of Stockholders' Equity     HTML    105K 
58: R8          Consolidated Statements of Stockholders' Equity     HTML     37K 
                (Parentheticals)                                                 
14: R9          Note 1 - Description of Business                    HTML     38K 
40: R10         Note 2 - Significant Accounting Policies            HTML    120K 
54: R11         Note 3 - Business Combinations                      HTML     68K 
111: R12         Note 4 - Financial Instruments, Investments and     HTML     43K  
                Fair Value Measurements                                          
75: R13         Note 5 - Accounts Receivable                        HTML     50K 
39: R14         Note 6 - Inventories                                HTML     66K 
53: R15         Note 7 - Property and Equipment                     HTML     68K 
110: R16         Note 8 - Goodwill and Other Intangible Assets       HTML    100K  
74: R17         Note 9 - Unconsolidated Affiliated Companies        HTML     38K 
41: R18         Note 10 - Notes Payable and Bank Credit Facility    HTML     39K 
52: R19         Note 11 - Post-employment Benefit Obligations       HTML    105K 
94: R20         Note 12 - Accumulated Other Comprehensive Loss      HTML     46K 
82: R21         Note 13 - Capital Stock and Stock Compensation      HTML     98K 
18: R22         Note 14 - Income Taxes                              HTML     96K 
57: R23         Note 15 - Other Gains and Losses                    HTML     41K 
91: R24         Note 16 - Leases and Lease Guarantees               HTML     69K 
79: R25         Note 17 - Contingencies                             HTML     35K 
15: R26         Note 18 - Earnings (Loss) Per Share                 HTML     59K 
55: R27         Note 19 - Segment Information                       HTML    125K 
90: R28         Note 20 - Quarterly Results of Operations           HTML     84K 
83: R29         Schedule II - Analysis of Valuation and Qualifying  HTML     84K 
                Accounts                                                         
77: R30         Significant Accounting Policies (Policies)          HTML    173K 
112: R31         Note 2 - Significant Accounting Policies (Tables)   HTML     40K  
50: R32         Note 3 - Business Combinations (Tables)             HTML     59K 
36: R33         Note 5 - Accounts Receivable (Tables)               HTML     49K 
78: R34         Note 6 - Inventories (Tables)                       HTML     65K 
113: R35         Note 7 - Property and Equipment (Tables)            HTML     69K  
51: R36         Note 8 - Goodwill and Other Intangible Assets       HTML    101K 
                (Tables)                                                         
37: R37         Note 11 - Post-employment Benefit Obligations       HTML     97K 
                (Tables)                                                         
76: R38         Note 12 - Accumulated Other Comprehensive Loss      HTML     43K 
                (Tables)                                                         
114: R39         Note 13 - Capital Stock and Stock Compensation      HTML     96K  
                (Tables)                                                         
85: R40         Note 14 - Income Taxes (Tables)                     HTML     93K 
95: R41         Note 16 - Leases and Lease Guarantees (Tables)      HTML     63K 
64: R42         Note 18 - Earnings (Loss) Per Share (Tables)        HTML     61K 
25: R43         Note 19 - Segment Information (Tables)              HTML    118K 
86: R44         Note 20 - Quarterly Results of Operations (Tables)  HTML     77K 
96: R45         Schedule II - Analysis of Valuation and Qualifying  HTML     80K 
                Accounts (Tables)                                                
65: R46         Note 1 - Description of Business (Details Textual)  HTML     38K 
26: R47         Note 2 - Significant Accounting Policies (Details   HTML    133K 
                Textual)                                                         
84: R48         Note 2 - Significant Accounting Policies -          HTML     41K 
                Aggregate Exposure from Receivables and Guarantees               
                Related to Customers (Details)                                   
97: R49         Note 3 - Business Combinations (Details Textual)    HTML     45K 
105: R50         Note 3 - Business Combinations - Acquisitions       HTML     69K  
                (Details)                                                        
67: R51         Note 3 - Business Combinations - Acquired           HTML     41K 
                Identifiable Intangible Assets (Details)                         
35: R52         Note 4 - Financial Instruments, Investments and     HTML     43K 
                Fair Value Measurements (Details Textual)                        
49: R53         Note 5 - Accounts Receivable - Accounts Receivable  HTML     39K 
                (Details)                                                        
104: R54         Note 5 - Accounts Receivable - Activity in          HTML     40K  
                Allowance for Doubtful Accounts (Details)                        
66: R55         Note 6 - Inventories (Details Textual)              HTML     37K 
34: R56         Note 6 - Inventories - Inventories (Details)        HTML     51K 
48: R57         Note 6 - Inventories - Activity in Reserves for     HTML     48K 
                Excess Quantities and Obsolete Inventory by                      
                Segment (Details)                                                
102: R58         Note 7 - Property and Equipment (Details Textual)   HTML     39K  
68: R59         Note 7 - Property and Equipment - Property and      HTML     48K 
                Equipment (Details)                                              
21: R60         Note 7 - Property and Equipment - Summary of        HTML     39K 
                Reportable Segment Property and Equipment                        
                (Details)                                                        
62: R61         Note 7 - Property and Equipment - Depreciation      HTML     43K 
                Expense (Details)                                                
100: R62         Note 8 - Goodwill and Other Intangible Assets       HTML     39K  
                (Details Textual)                                                
88: R63         Note 8 - Goodwill and Other Intangible Assets -     HTML     51K 
                Goodwill and Other Intangible Assets (Details)                   
20: R64         Note 8 - Goodwill and Other Intangible Assets -     HTML     49K 
                Changes in Carrying Amount of Goodwill by                        
                Reportable Segment (Details)                                     
61: R65         Note 8 - Goodwill and Other Intangible Assets -     HTML     38K 
                Useful Lives and Remaining Amortization Period of                
                Goodwill and Other Intangible Assets (Details)                   
99: R66         Note 8 - Goodwill and Other Intangible Assets -     HTML     48K 
                Estimated Future Amortization Expense for                        
                Intangible Assets (Details)                                      
87: R67         Note 9 - Unconsolidated Affiliated Companies        HTML     43K 
                (Details Textual)                                                
23: R68         Note 10 - Notes Payable and Bank Credit Facility    HTML     49K 
                (Details Textual)                                                
59: R69         Note 11 - Post-employment Benefit Obligations       HTML     86K 
                (Details Textual)                                                
43: R70         Note 11 - Post-employment Benefit Obligations -     HTML     72K 
                Plan Summary (Details)                                           
31: R71         Note 11 - Post Employment Benefit Obligations -     HTML     54K 
                Components of Net Periodic Pension Cost (Details)                
71: R72         Note 11 - Post-employment Benefit Obligations -     HTML     44K 
                Estimated Future Benefit Payments (Details)                      
107: R73         Note 11 - Post-employment Benefit Obligations -     HTML     37K  
                Amounts Expected to be Recognized in Next Fiscal                 
                Year (Details)                                                   
44: R74         Note 12 - Accumulated Other Comprehensive Loss -    HTML     52K 
                Activity in Accumulated Other Comprehensive Loss                 
                (Details)                                                        
32: R75         Note 13 - Capital Stock and Stock Compensation      HTML     86K 
                (Details Textual)                                                
72: R76         Note 13 - Capital Stock and Stock Compensation -    HTML     36K 
                Compensation Expense Related to Restricted Stock                 
                and Stock Options Included in Selling, General and               
                Administrative Expenses (Details)                                
108: R77         Note 13 - Capital Stock and Stock Compensation -    HTML     53K  
                Changes in Outstanding Options (Details)                         
47: R78         Note 13 - Capital Stock and Stock Compensation -    HTML     40K 
                Additional Information Regarding Activity in Stock               
                Options (Details)                                                
29: R79         Note 13 - Capital Stock and Stock Compensation -    HTML     54K 
                Changes in Non-vested Options (Details)                          
42: R80         Note 13 - Capital Stock and Stock Compensation -    HTML     53K 
                Restricted Stock Awards (Details)                                
30: R81         Note 14 - Income Taxes (Details Textual)            HTML     52K 
70: R82         Note 14 - Income Taxes - Components of Income Tax   HTML     47K 
                Provision (Benefit) (Details)                                    
106: R83         Note 14 - Income Taxes - Reconciliation of          HTML     52K  
                Statutory Federal Income Tax Rate and Effective                  
                Income Tax Rate (Details)                                        
45: R84         Note 14 - Income Taxes - Income Tax Effects of      HTML     75K 
                Temporary Differences and Carryforwards (Details)                
33: R85         Note 15 - Other Gains and Losses (Details Textual)  HTML     63K 
73: R86         Note 16 - Leases and Lease Guarantees (Details      HTML     57K 
                Textual)                                                         
109: R87         Note 16 - Leases and Lease Guarantees - Future      HTML     65K  
                Minimum Lease Payments under Non-cancelable                      
                Operating Leases (Details)                                       
46: R88         Note 16 - Leases and Lease Guarantees - Minimum     HTML     46K 
                Future Rental Income (Details)                                   
28: R89         Note 18 - Earnings Per Share - Reconciliation of    HTML     61K 
                Basic and Diluted Loss Per Share (Details)                       
22: R90         Note 18 - Earnings Per Share - Antidilutive         HTML     37K 
                Securities (Details)                                             
63: R91         Note 19 - Segment Information (Details Textual)     HTML     36K 
101: R92         Note 19 - Segment Information - Segment             HTML    100K  
                Information by Segment (Details)                                 
89: R93         Note 19 - Segment Information - Wholesale           HTML     60K 
                Shipments by Type (Details)                                      
19: R94         Note 20 - Quarterly Results of Operations (Details  HTML     60K 
                Textual)                                                         
60: R95         Note 20 - Quarterly Results of Operations -         HTML     66K 
                Quarterly Results of Operations (Details)                        
98: R96         Schedule II - Analysis of Valuation and Qualifying  HTML     46K 
                Accounts (Details)                                               
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‘R10’   —   Note 2 – Significant Accounting Policies


This is an IDEA Financial Report.  [ Alternative Formats ]



 
v3.19.3.a.u2
Note 2 - Significant Accounting Policies
12 Months Ended
Notes to Financial Statements  
Significant Accounting Policies [Text Block]

2.

Significant Accounting Policies

 

Basis of Presentation and Principles of Consolidation

 

Our fiscal year ends on the last Saturday in November, which periodically results in a 53-week year.   Fiscal 2019 contained 53 weeks while fiscal 2018 and 2017 each contained 52 weeks. The Consolidated Financial Statements include the accounts of Bassett Furniture Industries, Incorporated and our majority-owned subsidiaries in which we have a controlling interest. All significant intercompany balances and transactions are eliminated in consolidation. Accordingly, the results of Lane Venture have been consolidated with our results since the date of the acquisition. Sales of logistical services from Zenith to our wholesale and retail segments have been eliminated, and Zenith’s operating costs and expenses since the date of acquisition are included in selling, general and administrative expenses in our consolidated statements of net income. The financial statements have been prepared in accordance with generally accepted accounting principles in the United States ("GAAP"). Unless otherwise indicated, references in the Consolidated Financial Statements to fiscal 2019, 2018 and 2017 are to Bassett's fiscal year ended November 30, 2019, November 24, 2018 and November 25, 2017, respectively. References to the “ASC” included hereinafter refer to the Accounting Standards Codification established by the Financial Accounting Standards Board as the source of authoritative GAAP.

 

We analyzed our licensees under the requirements for variable interest entities (“VIEs”). All of these licensees operate as BHF stores and are furniture retailers. We sell furniture to these licensees, and in some cases have extended credit beyond normal terms, made lease guarantees, guaranteed loans, or loaned directly to the licensees. We have recorded reserves for potential exposures related to these licensees. See Note 16 for disclosure of leases and lease guarantees. Based on financial projections and best available information, all licensees have sufficient equity to carry out their principal operating activities without subordinated financial support. Furthermore, we believe that the power to direct the activities that most significantly impact the licensees’ operating performance continues to lie with the ownership of the licensee dealers. Our rights to assume control over or otherwise influence the licensees’ significant activities only exist pursuant to our license and security agreements and are in the nature of protective rights as contemplated under ASC Topic 810. We completed our assessment for other potential VIEs, and concluded that there were none. We will continue to reassess the status of potential VIEs including when facts and circumstances surrounding each potential VIE change.

 

Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Some of the more significant estimates include allowances for doubtful accounts, calculation of inventory reserves, the valuation of our reporting units for the purpose of testing the carrying value of goodwill, valuation of income tax reserves, lease guarantees, insurance reserves and assumptions related to our post-employment benefit obligations. Actual results could differ from those estimates.

 

Revenue Recognition

 

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

 

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

 

At retail, transfer occurs and revenue is recognized upon delivery of goods to the customer. We typically collect a significant portion of the purchase price as a customer deposit upon order, with the balance typically collected upon delivery. These deposits are carried on our balance sheet as a current liability until delivery is fulfilled and amounted to $25,341 and $27,157 as of November 30, 2019 and November 24, 2018, respectively. Substantially all of the customer deposits held at November 24, 2018 related to performance obligations satisfied during fiscal 2019 and have therefore been recognized in revenue for the year ended November 30, 2019. Estimates for returns and allowances have been recorded as a reduction of revenue based on our historical return patterns. We also sell furniture protection plans to our retail customers on behalf of a third party which is responsible for the performance obligations under the plans. Revenue from the sale of these plans is recognized upon delivery of the goods net of amounts payable to the third party service provider.

 

For our logistical services segment, line-haul freight revenue is recognized as services are performed and are billed to the customer upon the completion of delivery to the destination. Because the customer receives the benefits of these services as the freight is in transit from point of origin to destination, we recognize revenue using a percentage of completion method based on our estimate of the amount of time freight has been in transit as of the reporting date compared with our estimate of the total required time for the deliveries. We recognize an asset for the amount of line-haul revenue earned but not yet billed which is included in other current assets. The balance of this asset was $441 at November 30, 2019 and $512 at the beginning of fiscal 2019 upon adoption of ASC 606. Warehousing services revenue is based upon warehouse space occupied by a customer’s goods and inventory movements in and out of a warehouse and is recognized as such services are provided and billed to the customer concurrently in the same period. All invoices for logistical services are due 30 days from invoice date.

 

Sales commissions are expensed as part of selling, general and administrative expenses at the time revenue is recognized because the amortization period would have been one year or less. Sales commissions at wholesale are accrued upon the shipment of goods. Sales commissions at retail are accrued at the time a sale is written (i.e. – when the customer’s order is placed) and are carried as prepaid commissions in other current assets until the goods are delivered and revenue is recognized. At November 30, 2019 and November 24, 2018, our balance of prepaid commissions included in other current assets was $2,435 and $2,739, respectively. We do not incur sales commissions in our logistical services segment.

 

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

 

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

 

 

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

 

We do not adjust the promised amount of consideration for the effects of a significant financing component since the period of time between transfer of our goods or services and the collection of consideration from the customer is less than one year.

 

We do not disclose the value of unsatisfied performance obligations because the transfer of goods or services is made within one year of the placement of customer orders.

 

See Note 19, Segment Information, for disaggregated revenue information.

 

Cash Equivalents and Short-Term Investments

 

The Company considers cash on hand, demand deposits in banks and all highly liquid investments with an original maturity of three months or less to be cash and cash equivalents. Our short-term investments consist of certificates of deposit that have original maturities of twelve months or less but greater than three months.

 

Accounts Receivable

 

Substantially all of our trade accounts receivable is due from customers located within the United States. We maintain an allowance for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments. The allowance for doubtful accounts is based on a review of specifically identified accounts in addition to an overall aging analysis. Judgments are made with respect to the collectibility of accounts receivable based on historical experience and current economic trends. Actual losses could differ from those estimates.

 

Concentrations of Credit Risk and Major Customers

 

Financial instruments that subject us to credit risk consist primarily of investments, accounts and notes receivable and financial guarantees. Investments are managed within established guidelines to mitigate risks. Accounts and notes receivable and financial guarantees subject us to credit risk partially due to the concentration of amounts due from and guaranteed on behalf of independent licensee customers. At November 30, 2019 and November 24, 2018, our aggregate exposure from receivables and guarantees related to customers consisted of the following:

 

   

2019

   

2018

 

Accounts receivable, net of allowances (Note 5)

  $ 21,378     $ 19,055  

Contingent obligations under lease and loan guarantees, less amounts recognized (Note 16)

    1,751       1,995  

Other

    168       -  

Total credit risk exposure related to customers

  $ 23,297     $ 21,050  

 

 

At November 30, 2019 and November 24, 2018, approximately 28% and 33%, respectively, of the aggregate risk exposure, net of reserves, shown above was attributable to five customers. In fiscal 2019, 2018 and 2017, no customer accounted for more than 10% of total consolidated net sales. However, two customers accounted for approximately 44%, 40% and 47% of our consolidated revenue from logistical services during 2019, 2018 and 2017, respectively.

 

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 $1,846, $1,587, and $2,288 in fiscal 2019, 2018, and 2017, respectively. All of our export sales are invoiced and settled in U.S. dollars.

 

Inventories

 

Inventories (retail merchandise, finished goods, work in process and raw materials) are stated at the lower of cost or market. Cost is determined for domestic manufactured furniture inventories using the last-in, first-out (“LIFO”) method because we believe this methodology provides better matching of revenue and expenses. The cost of imported inventories and Lane Venture product inventories are determined on a first-in, first-out (“FIFO”) basis. Inventories accounted for under the LIFO method represented 52% of total inventory before reserves at both November 30, 2019 and November 24, 2018. We estimate inventory reserves for excess quantities and obsolete items based on specific identification and historical write-offs, taking into account future demand and market conditions. If actual demand or market conditions in the future are less favorable than those estimated, additional inventory write-downs may be required.

 

Property and Equipment

 

Property and equipment is comprised of all land, buildings and leasehold improvements and machinery and equipment used in the manufacturing and warehousing of furniture, our Company-owned retail operations, our logistical services operations, and corporate administration. This property and equipment is stated at cost less accumulated depreciation. Depreciation is computed over the estimated useful lives of the respective assets utilizing the straight-line method. Buildings and improvements are generally depreciated over a period of 10 to 39 years. Machinery and equipment are generally depreciated over a period of 5 to 10 years. Leasehold improvements are amortized based on the underlying lease term, or the asset’s estimated useful life, whichever is shorter.

 

Retail Real Estate

 

Prior to November 30, 2019, retail real estate was comprised of owned and leased properties which have in the past been utilized by licensee operated BHF stores and are now leased or subleased to non-licensee tenants. The net book value of our retail real estate at November 24, 2018 was $1,655, included in other long-term assets in our consolidated balance sheet, and consisted of one property located near Charleston, South Carolina which was fully occupied by a tenant under a long term lease. During fiscal 2019, this property was sold to the tenant for net proceeds in the amount of $1,475, resulting in a loss of $98, included in other loss, net in our accompanying statement of operations for the year ended November 30, 2019. Depreciation expense was $94, $103, and $127 in fiscal 2019, 2018, and 2017, respectively, and is included in other loss, net, in our consolidated statements of operations.

 

We also own a building in Chesterfield County, Virginia that was formerly leased to a licensee for the operation of a BHF store. The building is subject to a ground lease that expires in 2020, but has additional renewal options. Since 2012, we have leased the building to another party who is, as of recently, paying less than the full amount of the lease obligation, resulting in rental income insufficient to cover our ground lease obligation. Efforts to sell our interest in the building have been unsuccessful so far. We have also concluded that absent a significant cash investment in the building the likelihood of locating another tenant for the building at a rent that would provide positive cash flow in excess of the ground lease expense is remote. In addition, we obtained an appraisal during the second quarter of fiscal 2017 which indicated that the value of the building had significantly decreased and was now minimal. Given these circumstances, we concluded in the second quarter of fiscal 2017 that we are unlikely to renew the ground lease in 2020 and would therefore likely vacate the property at that time. Consequently, we recorded a non-cash impairment charge of $1,084 during fiscal 2017 to write off the value of the building.

 

Goodwill 

 

Goodwill represents the excess of the fair value of consideration given over the fair value of the tangible assets and liabilities and identifiable intangible assets of businesses acquired. The acquisition of assets and liabilities and the resulting goodwill is allocated to the respective reporting unit: Wood, Upholstery, Retail or Logistical Services. We review goodwill at the reporting unit level annually for impairment or more frequently if events or circumstances indicate that assets might be impaired.

 

In accordance with ASC Topic 350, Intangibles – Goodwill & Other, we first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the quantitiative goodwill impairment test described in ASC Topic 350 (as amended by Accounting Standards Update No. 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, which we adopted for our annual evaluation of goodwill performed as of September 1, 2019). The more likely than not threshold is defined as having a likelihood of more than 50 percent. If, after assessing the totality of events or circumstances, we determine that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the quantitative impairment test is unnecessary and our goodwill is considered to be unimpaired. However, if based on our qualitative assessment we conclude that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, we will proceed with performing the quantitative evaluation process. Based on our qualitative assessment as described above, we concluded that, given declines in our income from operations, primarily resulting from operating losses incurred in our retail reporting unit, as well as in our stock price since the previous analysis in fiscal 2018, it was necessary to perform the quantitative evaluation in the current year.

 

The quantitative evaluation compares the carrying value of each reporting unit that has goodwill with the estimated fair value of the respective reporting unit. Should the carrying value of a reporting unit be in excess of the estimated fair value of that reporting unit, a goodwill impairment charge will be recognized in the amount by which the reporting unit’s carrying amount exceeds its fair value, but not to exceed the total goodwill assigned to the reporting unit. The determination of the fair value of our reporting units is based on a combination of a market approach, that considers benchmark company market multiples, an income approach, that utilizes discounted cash flows for each reporting unit and other Level 3 inputs as specified in the fair value hierarchy in ASC Topic 820, Fair Value Measurements and Disclosure (see Note 4), and, in the case of our retail reporting unit, a cost approach that utilizes estimates of net asset value. The cash flows used to determine fair value are dependent on a number of significant management assumptions such as our expectations of future performance and the expected future economic environment, which are partly based upon our historical experience. Our estimates are subject to change given the inherent uncertainty in predicting future results. Additionally, the discount rate and the terminal growth rate are based on our judgment of the rates that would be utilized by a hypothetical market participant. As part of the goodwill impairment testing, we also consider our market capitalization in assessing the reasonableness of the combined fair values estimated for our reporting units. While we believe such assumptions and estimates are reasonable, the actual results may differ materially from the projected amounts. See Note 8 for additional information regarding the results of our annual goodwill impairment test performed as of September 1, 2019.

 

Other Intangible Assets

 

Intangible assets acquired in a business combination and determined to have an indefinite useful life are not amortized but are tested for impairment annually or between annual tests when an impairment indicator exists. The recoverability of indefinite-lived intangible assets is assessed by comparison of the carrying value of the asset to its estimated fair value. If we determine that the carrying value of the asset exceeds its estimated fair value, an impairment loss equal to the excess would be recorded.

 

Definite-lived intangible assets are amortized over their respective estimated useful lives and reviewed for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. We estimate the useful lives of our intangible assets and ratably amortize the value over the estimated useful lives of those assets. If the estimates of the useful lives should change, we will amortize the remaining book value over the remaining useful lives or, if an asset is deemed to be impaired, a write-down of the value of the asset may be required at such time.

 

Impairment of Long Lived Assets

 

We periodically evaluate whether events or circumstances have occurred that indicate long-lived assets may not be recoverable or that the remaining useful life may warrant revision. When such events or circumstances are present, we assess the recoverability of long-lived assets by determining whether the carrying value will be recovered through the expected undiscounted future cash flows resulting from the use and eventual disposition of the asset. In the event the sum of the expected undiscounted future cash flows is less than the carrying value of the asset, an impairment loss equal to the excess of the asset’s carrying value over its fair value is recorded. Fair value is determined based on discounted cash flows or appraised values depending on the nature of the assets. The long-term nature of these assets requires the estimation of cash inflows and outflows several years into the future.

 

When analyzing our real estate properties for potential impairment, we consider such qualitative factors as our experience in leasing and selling real estate properties as well as specific site and local market characteristics. Upon the closure of a Bassett Home Furnishings store, we generally write off all tenant improvements which are only suitable for use in such a store.

 

Income Taxes

 

We account for income taxes under the liability method which requires that we recognize deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amount of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. See Note 14.

 

We recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. Despite our belief that our liability for unrecognized tax benefits is adequate, it is often difficult to predict the final outcome or the timing of the resolution of any particular tax matters. We may adjust these liabilities as relevant circumstances evolve, such as guidance from the relevant tax authority or our tax advisors, or resolution of issues in the courts. These adjustments are recognized as a component of income tax expense in the period in which they are identified.

 

We evaluate our deferred income tax assets to determine if valuation allowances are required or should be adjusted. A valuation allowance is established against our deferred tax assets based on consideration of all available evidence, both positive and negative, using a “more likely than not” standard. This assessment considers, among other matters, the nature, frequency and severity of recent losses, forecasts of future profitability, the duration of statutory carryforward periods, our experience with tax attributes expiring unused and tax planning alternatives. In making such judgments, significant weight is given to evidence that can be objectively verified. See Note 14.

 

New Store Pre-Opening Costs

 

Income from operations for fiscal 2019, 2018 and 2017 includes new store pre-opening costs of $1,117, $2,081 and $2,413, respectively. Such costs consist of expenses incurred at the new store location during the period prior to its opening and include, among other things, facility occupancy costs such as rent and utilities and local store personnel costs related to pre-opening activities including training. New store pre-opening costs do not include costs which are capitalized in accordance with our property and equipment capitalization policies, such as leasehold improvements and store fixtures and equipment. Such capitalized costs associated with new stores are depreciated commencing with the opening of the store. There are no pre-opening costs associated with stores acquired from licensees, as such locations were already in operation at the time of their acquisition.

 

Shipping and Handling Costs

 

Costs incurred to deliver wholesale merchandise to customers are recorded in selling, general and administrative expense and totaled $18,402, $17,511, and $18,514 for fiscal 2019, 2018 and 2017, respectively. Costs incurred to deliver retail merchandise to customers, including the cost of operating regional distribution warehouses, are also recorded in selling, general and administrative expense and totaled $23,710, $20,640, and $19,604 for fiscal 2019, 2018 and 2017, respectively.

 

Advertising

 

Costs incurred for producing and distributing advertising and advertising materials are expensed when incurred and are included in selling, general and administrative expenses. Advertising costs totaled $20,674, $20,922, and $18,834 in fiscal 2019, 2018, and 2017, respectively.

 

Insurance Reserves

 

We have self-funded insurance programs in place to cover workers’ compensation and health insurance. These insurance programs are subject to various stop-loss limitations. We accrue estimated losses using historical loss experience. Although we believe that the insurance reserves are adequate, the reserve estimates are based on historical experience, which may not be indicative of current and future losses. We adjust insurance reserves, as needed, in the event that future loss experience differs from historical loss patterns.

 

Supplemental Cash Flow Information

 

During the fourth quarter of fiscal 2019, we purchased certain fixed assets and inventory with a total purchase price of $2,225, of which $375 was paid for with the issuance of 24,590 shares if our common stock. There were no material non-cash investing or financing activities during fiscal 2018 or 2017.

 

Recent Accounting Pronouncements 

 

Recently Adopted Pronouncements

 

Effective as of the beginning of fiscal 2019, we adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606). Refer to the preceding discussion under “Revenue Recognition” for more information regarding the impact of ASC 606 on our financial statements.

 

Effective as of the beginning of fiscal 2019, we adopted Accounting Standards Update No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. ASU 2016-15 addresses how certain cash receipts and cash payments are presented and classified in the statement of cash flows with the objective of reducing existing diversity in practice with respect to these items. Among the types of cash flows addressed are payments for costs related to debt prepayments or extinguishments, payments representing accreted interest on discounted debt, payments of contingent consideration after a business combination, proceeds from insurance claims and company-owned life insurance, and distributions from equity method investees, among others. The amendments in ASU 2016-15 are to be adopted retrospectively with comparative amounts in prior period cash flow statements reclassified to conform to the current period presentation. Accordingly, for the years ended November 24, 2018 and November 25, 2017 we have reclassified investments in Company-owned life insurance (net of death benefits received) of $1,287 and $857, respectively, from cash flows from operating activities to cash flows from investing activities, and we have reclassified $78 and $184, respectively, representing the portion of a debt payment attributable to discount accretion from cash flows from financing activities to cash flows from operating activities.

 

Effective as of the beginning of fiscal 2019, we adopted Accounting Standards Update No. 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. ASU 2016-01 requires that equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) are to be measured at fair value with changes in fair value recognized in net income. However, an entity may choose to measure equity investments that do not have readily determinable fair values at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. Furthermore, equity investments without readily determinable fair values are to be assessed for impairment using a quantitative approach. The amendments in ASU 2016-01 should be applied by means of a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption, with other amendments related specifically to equity securities without readily determinable fair values applied prospectively. The adoption of this guidance did not have a material impact upon our financial condition or results of operations.

 

Effective as of the beginning of fiscal 2019, we adopted Accounting Standards Update No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business. ASU 2017-01 provides a screen to determine when an integrated set of assets and activities (collectively referred to as a “set”) does not constitute a business. The screen requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. This screen reduces the number of transactions that need to be further evaluated. If the screen is not met, the amendments in ASU 2017-01 (1) require that to be considered a business, a set must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create output and (2) remove the evaluation of whether a market participant could replace missing elements. During the fourth quarter of fiscal 2019, we purchased a set of production equipment for $1,966 which, upon application of the screen, did not constitute a business and was therefore accounted for as an asset purchase.

 

Effective as of the beginning of fiscal 2019, we adopted Accounting Standards Update No. 2017-09, Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting. ASU 2017-09 was issued to provide clarity and reduce both (1) diversity in practice and (2) cost and complexity when applying the guidance in Topic 718, Compensation—Stock Compensation, to a change to the terms or conditions of a share-based payment award. The amendments in this Update provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. Essentially, an entity will not have to account for the effects of a modification if: (1) The fair value of the modified award is the same immediately before and after the modification; (2) the vesting conditions of the modified award are the same immediately before and after the modification; and (3) the classification of the modified award as either an equity instrument or liability instrument is the same immediately before and after the modification. The adoption of this guidance did not have a material impact upon our financial condition or results of operations.

 

Effective for our annual test for impairment of goodwill as of the beginning of the fourth fiscal quarter of 2019, we have adopted Accounting Standards Update No. 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. ASU 2017-04 eliminates Step 2 from the goodwill impairment test. Under Step 2, an entity had to perform procedures to determine the fair value at the impairment testing date of its assets and liabilities (including unrecognized assets and liabilities) following the procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. Instead, under the amendments in ASU 2017-04, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Additionally, an entity should consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. Refer to the preceding discussion under “Goodwill” for additional information regarding the results of our annual impairment test following the adoption of ASU 2017-04.

 

Recent Pronouncements Not Yet Adopted 

 

In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (Topic 842). The guidance in ASU 2016-02 (as subsequently amended by ASU 2018-01, ASU 2018-10, ASU 2018-11 and ASU 2018-20) requires that a lessee recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. As with previous guidance, there continues to be a differentiation between finance leases and operating leases, however this distinction now primarily relates to differences in the manner of expense recognition over time and in the classification of lease payments in the statement of cash flows. Lease assets and liabilities arising from both finance and operating leases will be recognized in the statement of financial position. ASU 2016-02 leaves the accounting for leases by lessors largely unchanged from previous GAAP. The transitional guidance for adopting the requirements of ASU 2016-02 calls for a modified retrospective approach that includes a number of optional practical expedients that entities may elect to apply. In addition, ASU 2018-11 provides for an additional (and optional) transition method by which entities may elect to initially apply the transition requirements in Topic 842 at that Topic’s effective date with the effects of initially applying Topic 842 recognized as a cumulative effect adjustment to the opening balance of retained earnings in the period of adoption and without retrospective application to any comparative prior periods presented. Also, ASU 2018-20 provides certain narrow-scope improvements to Topic 842 as it relates to lessors. We have substantially completed identifying the population of contracts that meet the definition of a lease under ASU 2016-02. We are in the final stage of implementing a lease accounting system and finalizing our control framework in preparation for the adoption of this standard in the first quarter of fiscal 2020. We plan to elect certain practical expedients permitted under the transition guidance, including the package of practical expedients, which allows the Company to not reassess whether existing contracts contain leases, the lease classification of existing leases, or initial direct costs for existing leases. We also plan to elect not to separate lease and non-lease components for certain classes of leased assets and not to recognize a right-of-use asset and a lease liability for leases with an initial term of twelve months or less. We will adopt the guidance of ASU 2016-02 using the optional transition method as provided by ASU 2018-11. On adoption, we will recognize additional operating liabilities, with corresponding right of use assets of the same amount adjusted for prepaid/deferred rent, unamortized lease incentives and any impairment of right of use assets based on the present value of the remaining minimum rental payments. We expect the adoption of this standard to have a material effect on our statement of financial position (refer to Note 16 for information regarding our leases currently classified as operating leases under ASC Topic 840).

 

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

 

In December 2019, the FASB issued Accounting Standards Update No. 2019-12 – Income Taxes (Topic 740) Simplifying the Accounting for Income Taxes, as part of its initiative to reduce complexity in the accounting standards. The amendments in ASU 2019-12 eliminate certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. ASU 2019-12 also clarifies and simplifies other aspects of the accounting for income taxes. The amendments in ASU 2019-12 will become effective for us as of the beginning of our 2022 fiscal year. Early adoption is permitted, including adoption in any interim period. We are currently evaluating the impact that this guidance will have upon our financial position and results of operations, if any.

 

Reclassifications

 

Certain prior year amounts in the consolidated financial statements have been reclassified to conform to the current year presentation with no effect on previously reported net income or Stockholders’ equity. See “Recently Adopted Accounting Pronouncements” above regarding the impact of our adoption of ASU 2016-15 on the statements of cash flows for fiscal 2018 and 2017.

 


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
Filed on:1/23/208-K
For Period end:11/30/19
9/1/19
11/25/18
11/24/1810-K
11/25/1710-K
 List all Filings 


4 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 1/25/24  Bassett Furniture Industries Inc. 10-K       11/25/23  115:11M                                    RDG Filings/FA
 1/24/23  Bassett Furniture Industries Inc. 10-K       11/26/22  112:10M                                    RDG Filings/FA
 1/31/22  Bassett Furniture Industries Inc. 10-K       11/27/21  117:12M                                    RDG Filings/FA
 1/21/21  Bassett Furniture Industries Inc. 10-K       11/28/20  114:11M                                    RDG Filings/FA
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