Bassett Furniture Industries
Annual Report 2018

Plain-text annual report

B A S S E T T F U R N I T U R E . C O M • B A S S E T T , V I R G I N I A • N A S D A Q : B S E T ANNUAL R EP OR T 2018 In September, Bassett opened its newest generation store concept in Frisco, Texas. The Design Studio gets a refresh with a large TV design presentation area and oversized wood finish samples. Touch screen kiosks throughout the store have boosted customer engagement by allowing them to interactively design custom furniture and explore all Bassett products. The center room shows custom upholstery, custom dining and accessories together to allow the customer to imagine designing a great room in their home. The Discovery Table boosted engagement with our popular Custom Dining program in new stores. BOARD OF DIRECTORS ROBERT H. SPILMAN, JR. Chairman of the Board and Chief Executive Officer Bassett Furniture Industries, Inc. Former President and Chief Operating Officer JOHN R. BELK Belk, Inc. Private Investor KRISTINA K. CASHMAN Chief Financial Officer Upward Projects, LLC PAUL FULTON Chairman Emeritus Bassett Furniture Industries, Inc. GEORGE W. HENDERSON, III Former Chairman and Chief Executive Officer Burlington Industries, Inc. J. WALTER MCDOWELL Former Chief Executive Officer Carolinas/Virginia Banking Wachovia Corporation WILLIAM C. WAMPLER, JR. Managing Member, WSWRS, LLC Former Member, Senate of Virginia Former Executive Vice President Lowe’s Companies, Inc. VIRGINIA W. HAMLET Founder and Owner Hamlet Vineyards, LLC WILLIAM C. WARDEN, JR. Lead Independent Director of Bassett Furniture Industries, Inc. OFFICERS ROBERT H. SPILMAN, JR. Chairman of the Board and Chief Executive Officer Vice President, Corporate Retail Sales NICHOLAS C. GEE DAVID C. BAKER JAY R. HERVEY Senior Vice President, Corporate Retail Vice President, Secretary, General Counsel JOHN E. BASSETT, III Senior Vice President, Wood MATTHEW S. JOHNSON Vice President, Sales BRUCE R. COHENOUR KARA KELCHNER-STRONG Senior Vice President, Sales and Merchandising Vice President, Strategic Transformation Officer J. MICHAEL DANIEL MIKE R. KREIDLER Senior Vice President and Chief Financial Officer Vice President, Upholstery Operations JACK L. HAWN, JR. Senior Vice President, Bassett President, Zenith MARK S. JORDAN Senior Vice President, Upholstery EDWIN C. AVERY, JR. Vice President, Upholstery Product Development KEVIN D. BLANCHARD Vice President, Chief Information Officer ZACHARY H. BRYANT President, Lane Venture KENA A. COHENOUR Vice President, Upholstery Merchandising JAY S. MOORE Vice President, Digital Marketing PETER D. MORRISON Vice President, Chief Creative Officer LOUIS C. MOSSOTTI, JR. Vice President, Corporate Retail – Southeast Region J. CARTER UNDERWOOD Vice President, Wood Operations EDWARD H. WHITE Vice President, Human Resources ANN M. ZACCARIA Vice President, Real Estate and New Store Development To Our Shareholders 2018 can be described as a transition year for Bassett as we are taking a number of steps to shape the company’s capabilities for the future. These measures are partially responsible for the decline in our financial performance for the year, along with the lower-than-expected delivered sales levels in our corporate retail division. We are making progress but still have much work to do in creating a robust digital journey that seamlessly integrates with our brick and mortar Bassett Home Furnishings store operations to provide a truly unique consumer experience. The investments that these efforts demand will continue to affect our operational performance in 2019 but we are firmly focused on improvement in the near term and in the years ahead as we conduct this important work. for the year grew revenue Consolidated modestly to $457 million. Growth in our wholesale segment was mainly attributable to the revenue provided by our newly-acquired furniture division. Lane Venture outdoor Revenue derived from our corporate retail division and logistical services segment were virtually the same as recorded in 2017. Adjusted net income, after one-time items, declined from $15.8 million in 2017 to $10.1 million for the year ended November 24, 2018. from our By virtue of opening 6 new corporate and 2 new licensed stores in 2018, we grew our store count total to 97 by year end. We also closed our Spring, Texas location and moved up the road to the booming community of The Woodlands. Expansion of the store network was our intent back in 2015 when we hired a VP of Real Estate/ Store Development and began to search the country to sign leases in appropriate locations. In 2019, we will open another 6 new corporate stores, reposition another, and open a new licensed store. By year end, our store count should reach 104 locations – 71 corporate and 33 licensed. While we are excited to operate a larger base of stores and enter some new markets, we plan to significantly slow our expansion later this year as we absorb and manage the stores that we have opened over the past 3 years. Furthermore, we plan to study the nuances of our Generation 3 prototype store that debuted in September in Frisco, Texas. Inside, our custom furniture and interior design capabilities are showcased through a much larger design center, an expanded display of accessories, and a new fixture package. Our designers are using wall-mounted touch screens and lightweight laptops to help our customers design their personalized products in every area of the store. New visualization software has been installed to depict the myriad frame, fabric and trim options that are available in much higher resolution than was heretofore available. While we have much to learn about the functionality of the Generation 3 store, the store’s early performance makes us optimistic as to the potential of our new experiential retail format. Ultimately, we plan to pollinate our existing high-volume stores with the key features of the Generation 3 store once we understand the best way to implement a retro-fit. The evolution of our marketing strategy and the means in which we engage the consumer accelerated in 2018. The allocation of our marketing dollars partially migrated away from our traditional mix of television and direct mail to a heavier dose of digital marketing, largely in the form of social media. We installed new tracking software to monitor the productivity of the various elements of the new strategy. initial To offer a engagement all the way through to post transaction, we installed a cloud based Custom Relationship Management platform that will connect us with our customer throughout the entire buying process. In August, we opened linear experience from a centralized customer service center in Martinsville, Virginia, that can digitally track the consumer’s transaction, schedule delivery, and communicate until the furniture is in the home and the customer is satisfied. Due to the associated executional risk, we have engaged outside experts and hired new staff to manage these transformative endeavors. These are big steps for Bassett that we believe are necessary to remain competitive in the real time retail environment of today and will consume a high percentage of management’s attention until these competencies have been embedded into our culture. Some things about the furniture business have not changed so much – namely, good product is essential to success. In that light, we added new programs and updated others in 2018. Clean, contemporary styling is taking a larger portion of market share in the industry, particularly in metropolitan areas. After discussions with a long time industry participant and polling our best designers, we launched Bassett Modern in February. We dedicated a quadrant of the store to the effort that includes bedroom, dining, upholstery and occasional furniture. We are pleased with the results and are committed to the modern sensibility as evidenced by our upcoming expansion of the assortment for President’s Day 2019. Our casual dining program was embellished in 2018 with the addition of a new finish pallet, new table base and top materials, and new chairs. Partially as a result of this makeover, our Martinsville table plant enjoyed a record year of sales and profits. Finally, our HGTV HOME Design Studio by Bassett custom upholstery collection was totally reinvented. After 19 years of growth, this stalwart began to slow down in 2018, particularly in the back half of the year. Our traditional retail customers and our store personnel have enthusiastically embraced “New Custom” and we have seen encouraging retail results during the first few weeks of January. in bringing this division up We began fiscal 2018 with the acquisition of Lane Venture (LV) in December 2017. The Lane Venture brand has great equity with the outdoor furniture community but had fallen on hard times under the two previous management teams. There has been a tremendous effort involved to Bassett standards. We have opened a new manufacturing cell, a new warehouse, two new wholesale showrooms, hired new sales reps, and introduced a new range of products to revive the brand. Importantly, we have applied Bassett’s quick response manufacturing paradigm to LV and we are now shipping special order product in two weeks. Obviously, we believe in the long term potential of LV and of the outdoor category in general. In fact, in early 2020 we will introduce a completely separate line of products under the Bassett Outdoor name. These products will be sold exclusively in Bassett stores, allowing us to further serve the total home needs of our customers. We sell the preponderance of our products in the modern open plan “great rooms” so popular today. Bassett Outdoor will allow us to provide the solution for consumers that live “indoor/ outdoor” on the patios that are so often adjacent to the great room. We look forward to serving the traditional outdoor specialty store community with Lane Venture and the Bassett customer with Bassett Outdoor in 2019 and beyond. treatments, is our Another growth avenue for Bassett accessory business which includes area rugs, window lighting, mirrors, wall mounted clocks, wall art and decorative pillows. The core category within all of this is our area rug program that has grown to be the catalyst of many of our interior design projects. We are making our accessory capabilities more obvious in our stores with wall mounted fixtures adjacent to the design center to highlight the whole home assortment strategy. Also, we are architecting a web based direct-to-home model intended to promote more frequent interaction with our brand. Injecting an everyday transactional layer New Custom Upholstery Custom Dining to our sales mix in tandem with our proven design makeover business is the combination that we are building for the future. Our Zenith Freight Lines division faced a number of challenges that required operational adjustments in 2018. The well-chronicled labor shortage that confronts the U.S. trucking industry intensified its effect on Zenith. We announced Zenith’s exit from the home delivery business, driven largely by the desire to focus on the legacy 3PL and middle mile segments for which Zenith is highly regarded in the furniture industry. Demand for its services in these areas remains high and the renewed focus on these core competencies should allow more time to be spent on over the road driver recruitment and refinement of the operating model. Profitability should also improve as the competing priorities and scheduling demands of the e-commerce community did not mesh well with the white glove requirements of delivering high quality Bassett furniture to the home. Consequently, we brought the 10 home delivery centers that Zenith operated back into the Bassett fold to concentrate solely on delivering a high quality experience to our customers. We enter 2019 contemplating a renewed emphasis on our “30 days in the home” commitment for custom furniture and an even faster delivery promise for simpler transactions. Our Board of Directors has been one of our strengths as we have navigated the shifting sands of globalization, distribution, finance and technological innovation since our first foray into retail in 1997. Leading the charge throughout this interesting journey had been our Chairman Emeritus, Mr. Paul Fulton, who will not be standing for re-election to the board this year. Paul joined the Bassett board in 1994 after retiring as Dean of the Kenan Flagler Business School at The University of North Carolina. Prior to that, Paul had an extremely successful career leading Hanes, Inc. as CEO Mr. Fulton, Mr. Spilman and as President of Sara Lee Corporation after its acquisition of Hanes. Paul became CEO of Bassett in 1997 and became non-executive Chairman of the Company in 2000. He joined the Bassett management team at a crucial time as offshore competition was at a fever pitch and we were in the nascent phases of opening our retail network. Paul was not a “furniture man” but he was (and is) an outstanding, experienced businessman who was truly the right man at the right time. His focus on gross margin generation and operational accountability are part of his legacy here at Bassett. And his mentorship of many of us on the management team will never be forgotten. Looking ahead, we welcomed Ms. Virginia Hamlet to the board in the spring of 2018. Virginia is a savvy entrepreneur who has already been a positive contributor to our group and we look forward to her insight in the years ahead. I thank my fellow associates, our Board of Directors, our customers, and our shareholders for their contributions and support in 2018. Rob Spilman Chairman/CEO NE W S T ORE S IN 2018 The Woodlands, Texas El Paso, Texas Las Vegas, Nevada Financial Summary INCOME STATEMENT DATA Net Sales Income From Operations Net Income PER SHARE DATA Diluted Income Adjusted Diluted Income Cash Dividends Book Value BALANCE SHEET DATA Cash & Cash Equivalents Investments Total Assets Long-Term Debt Stockholders’ Equity Fiscal years ended November 2018 2017 2016 2015 2014 $456,855 14,084 8,218 $452,503 27,018 18,256 $432,038 28,193 15,829 $430,927 25,989 20,433 $340,738 15,131 9,299 $ 0. 77 0.95 0. 47 18.08 $ 1.70 1.47 0.77 17.83 $ 1.46 1.44 0.68 16.85 $ 1.88 1.36 0.54 16.25 $ 0.87 0.87 0.48 14.95 $ 33,468 22,643 291,641 — 190,309 $ 53,949 23,125 293,748 329 191,460 $ 35,144 23,125 278,267 3,821 180,705 $ 36,268 23,125 282,543 8,500 177,366 $ 26,673 23,125 240,746 1,902 156,832 Dollars in thousands except per share amounts  Management’s Discussion and Analysis of Financial Condition and Results of Operations (Amounts in thousands except share and per share data) Overview Bassett is a leading retailer, manufacturer and marketer of branded home furnishings. Our products are sold primarily through a network of Company-owned and licensee-owned branded stores under the Bassett Home Furnishings (“BHF”) name, with additional distribution through other wholesale channels including multi-line furniture stores, many of which feature Bassett galleries or design centers. We were founded in 1902 and incorporated under the laws of Virginia in 1930. Our rich 116-year history has instilled the principles of quality, value, and integrity in everything we do, while simultaneously providing us with the expertise to respond to ever-changing consumer tastes and meet the demands of a global economy. With 97 BHF stores at November 24, 2018 we have leveraged our strong brand name in furniture into a network of Company- owned and licensed stores that focus on providing consumers with a friendly environment for buying furniture and accessories. Our store program is designed to provide a single source home furnishings retail store that provides a unique combination of stylish, quality furniture and accessories with a high level of customer service. In order to reach markets that cannot be effectively served by our retail store network, we also distribute our products through other wholesale channels including multi-line furniture stores, many of which feature Bassett galleries or design centers. We use a network of over 30 independent sales representatives who have stated geographical territories. These sales representatives are compensated based on a standard commission rate. We believe this blended strategy provides us the greatest ability to effectively distribute our products throughout the United States and ultimately gain market share. The BHF stores feature custom order furniture, free in-home design visits (“home makeovers”), and coordinated decorating accessories. Our philosophy is based on building strong long-term relationships with each customer. Sales people are referred to as “Design Consultants” and are trained to evaluate customer needs and provide comprehensive solutions for their home decor. Until a rigorous training and design certification program is completed, Design Consultants are not authorized to perform in-home design services for our customers. We have factories in Newton, North Carolina and Grand Prairie, Texas that manufacture custom upholstered furniture, a factory in Martinsville, Virginia that primarily assembles and finishes our custom casual dining offerings and a factory in Bassett, Virginia that assembles and finishes our “Bench Made” line of custom, solid hardwood furniture. Our manufacturing team takes great pride in the breadth of its options, the precision of its craftsmanship, and the speed of its process, with custom pieces often manufactured within two weeks of taking the order in our stores. Our logistics team then promptly ships the product to one of our home delivery hubs or to a location specified by our licensees. In addition to the furniture that we manufacture domestically, we source most of our formal bedroom and dining room furniture (casegoods) and certain leather upholstery offerings from several foreign plants, primarily in Vietnam and China. Over 70% of the products we currently sell are manufactured in the United States. We also own Zenith Freight Lines, LLC (“Zenith”) which provides logistical services to Bassett along with other furniture manufacturers and retailers. Zenith delivers best-of-class shipping and logistical support services that are uniquely tailored to the needs of Bassett and the furniture industry. Approximately 65% of Zenith’s revenue is generated from services provided to non-Bassett customers. On December 21, 2017, we purchased certain assets and assumed certain liabilities of Lane Venture from Heritage Home Group, LLC for $15,556 in cash. Lane Venture is a manufacturer and distributor of premium outdoor furniture, and is now being operated as a component of our wholesale segment. This acquisition marks our entry into the market for outdoor furniture and we believe that Lane Venture will provide a foundation for us to become a significant participant in this category. We plan to distribute this brand outside of our Bassett store network with plans to introduce a Bassett-branded line in the stores in the near future. See Note 3 to our consolidated financial statements for additional details regarding this acquisition. At November 24, 2018, our BHF store network included 65 Company-owned stores and 32 licensee-owned stores. During fiscal 2018, we opened new stores in Chandler, Arizona; Summerlin, Nevada; Oklahoma City, Oklahoma; El Paso, Texas; and Frisco, Texas and completed the repositioning of one store in the Houston, Texas market. In addition, licensees opened new stores in La Jolla, California and Daly City, California. We also opened a new 16,000 square foot clearance center in Middletown, New York in the third quarter of 2018. Because the nature of this store will differ significantly from the other stores in the BHF network, offering only clearance merchandise at reduced price points and without design consulting services, we will not include this location in our reporting of comparable store results in the future. During fiscal 2018 we closed one underperforming store in San Antonio, Texas. 1  Management’s Discussion and Analysis of Financial Condition and Results of Operations - Continued (Amounts in thousands except share and per share data) We continue to execute our strategy of growing the Company through opening new stores, repositioning stores to improved locations within a market and closing underperforming stores. The following table shows planned store openings where leases have been executed: Location New Stores: Coral Gables, FL Boise, ID Columbus, OH Tucson, AZ Estero, FL Sarasota, FL Princeton, NJ Type Size Sq. Ft. Planned Opening Corporate Licensed Corporate Corporate Corporate Corporate Corporate 10,000 11,000 11,000 9,000 15,000 8,000 13,000 Q1 2019 Q1 2019 Q1 2019 Q1 2019 Q1 2019 Q2 2019 Q3 2019 Repositionings: Friendswood, TX to Baybrook Mall area in Friendswood, TX Corporate 16,000 Q1 2019 Following the planned openings shown above, we expect to significantly reduce the pace of the BHF network expansion and focus on maximizing profitable sales volume through the existing stores. As with any retail operation, prior to opening a new store we incur such expenses as rent, training costs and other payroll related costs. These costs generally range between $200 to $400 per store depending on the overall rent costs for the location and the period between the time when we take physical possession of the store space and the time of the store opening. Generally, rent payments during a buildout period between delivery of possession and opening of a new store are deferred and therefore straight line rent expense recognized during that time does not require cash. Inherent in our retail business model, we also incur losses in the two to three months of operation following a new store opening. Like other furniture retailers, we do not recognize a sale until the furniture is delivered to our customer. Because our retail business model does not involve maintaining a stock of retail inventory that would result in quick delivery and because of the custom nature of many of our furniture offerings, delivery to our customers usually occurs about 30 days after an order is placed. We generally require a deposit at the time of order and collect the remaining balance when the furniture is delivered, at which time the sale is recognized. Coupled with the previously discussed store pre-opening costs, total start-up losses can range from $400 to $600 per store. While our retail expansion is initially costly, we believe our site selection and new store presentation will generally result in locations that operate at or above a retail break-even level within a reasonable period of time following store opening. Factors affecting the length of time required to achieve this goal on a store-by-store basis may include the level of brand recognition, the degree of local competition and the depth of penetration in a particular market. Even as new stores ramp up to break-even, we do realize additional wholesale sales volume that leverages the fixed costs in our wholesale business. During 2018, we invested in our digital effort to improve the customers’ journey from the time they begin on our website to the final step of delivering the goods to their homes. Today’s customers expect their digital experiences and communications to be personalized and highly-relevant, and catered to match their specific needs and preferences. We have laid the foundation to becoming more connected to our customers and to use the data and insights collected during the customer journey to create a more compelling customized customer experience beginning in 2019. In 2018, we also invested significantly in developing data driven marketing processes to fuel our future growth. In collaboration with external specialists, we are developing an enterprise data reporting tool to support fully integrated media optimization across broadcast, print and digital media. We also invested in implementing several new digital marketing channels, using a methodical test, measure, optimize approach to ensure maximum return on investment. These included social media advertising, product information optimization and syndication for shopping marketplaces, and home furniture/décor influential partnerships. 2  Management’s Discussion and Analysis of Financial Condition and Results of Operations - Continued (Amounts in thousands except share and per share data) Analysis of Operations Net sales revenue, cost of furniture and accessories sold, selling, general and administrative (“SG&A”) expense, new store pre-opening costs, other charges, and income from operations were as follows for the years ended November 24, 2018, November 25, 2017 and November 26, 2016: 2018 2017 2016 Dollars Percent Dollars Percent Change from Prior Year 2018 vs 2017 2017 vs 2016 Sales Revenue: Furniture and accessories Logistics Total net sales $ 402,469 88.1% $398,097 88.0% $377,196 87.3% $ 4,372 (20 ) 54,386 11.9% 54,406 12.0% 54,842 12.7% 1.1% $20,901 (436 ) 0.0% 5.5 % -0.8 % revenue 456,855 100.0% 452,503 100.0% 432,038 100.0% 4,352 1.0% 20,465 4.7 % Cost of furniture and accessories sold SG&A New store pre- opening costs Other charges Income from operations 179,581 39.3% 177,579 39.2% 167,519 38.8% 2,002 260,339 57.0% 245,493 54.3% 235,178 54.4% 14,846 1.1% 10,060 6.0% 10,315 6.0 % 4.4 % 2,081 770 0.5% 2,413 - 0.2% 0.5% 1,148 - 0.0% 0.4% 0.0% (332 ) 770 -13.8% 1,265 110.2 % - - - $ 14,084 3.1% $ 27,018 6.0% $ 28,193 6.5% $(12,934 ) -47.9% $ (1,175 ) -4.2 % Our consolidated net sales by segment were as follows: Net Sales Wholesale Retail Logistical services Inter-company eliminations: Furniture and accessories Logistical services Consolidated 2018 2017 2016 Dollars Percent Dollars Percent Change from Prior Year 2018 vs 2017 2017 vs 2016 $ 255,958 $ 249,193 $ 240,346 $ 6,765 619 268,883 268,264 254,667 (164) 82,866 83,030 83,236 2.7% $ 8,847 0.2% 13,597 (206) -0.2% (3,012) (122,372) (119,360) (117,817) 144 (28,480) (28,624) (28,394) $ 456,855 $ 452,503 $ 432,038 $ 4,352 (1,543) 2.5% (230) -0.5% 1.0% $ 20,465 3.7% 5.3% -0.2% 1.3% 0.8% 4.7% Refer to the segment information which follows for a discussion of the significant factors and trends affecting our results of operations for fiscal 2018 and 2017 as compared with the prior year periods. Certain other items affecting comparability between periods are discussed below in “Other Items Affecting Net Income”. 3  Management’s Discussion and Analysis of Financial Condition and Results of Operations - Continued (Amounts in thousands except share and per share data) Segment Information We have strategically aligned our business into three reportable segments as described below: Wholesale. The wholesale home furnishings segment is involved principally in the design, manufacture, sourcing, sale and distribution of furniture products to a network of Bassett stores (licensee-owned stores and Company-owned 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. Our wholesale segment also includes our holdings of short-term investments and retail real estate previously leased as licensee stores. The earnings and costs associated with these assets are included in other loss, net, in our consolidated statements of income. Retail – Company-owned stores. Our retail segment consists of Company-owned stores and includes the revenues, expenses, assets and liabilities (including real estate) and capital expenditures directly related to these stores and the Company-owned distribution network utilized to deliver products to our retail customers. Logistical services. With our acquisition of Zenith on February 2, 2015, we created the logistical services operating segment which reflects the operations of Zenith. In addition to providing shipping and warehousing services for the Company, the revenue from which is eliminated upon consolidation, Zenith also provides similar services to other customers, primarily in the furniture industry. Revenue from the performance of these services to other customers is included in logistics revenue in our consolidated statement of income. Zenith’s operating costs are included in selling, general and administrative expenses. During the fourth quarter of fiscal 2018, we substantially completed transferring operational control of home delivery services for BHF stores from Zenith to our retail segment, including the transfer of the assets and many of the employees used in providing that service. Accordingly, the revenues for the logistical services segment for all periods presented have been restated to no longer include the intercompany revenues and related costs for those services. Concurrently with the transfer of home delivery operations to retail, Zenith also ceased providing such services to third party customers. Revenues from Zenith’s home delivery services formerly provided to third party customers and the associated costs thereof continue to be reported in the logistical services segment. The impact upon segment operating income (loss) from the restatement was not material. Zenith continues to provide other intercompany shipping and warehousing services to Bassett which are eliminated in consolidation. 4  Management’s Discussion and Analysis of Financial Condition and Results of Operations - Continued (Amounts in thousands except share and per share data) The following tables illustrate the effects of various intercompany eliminations on income (loss) from operations in the consolidation of our segment results: Sales revenue: Furniture & accessories Logistics Total sales revenue Cost of furniture and accessories sold SG&A expense New store pre-opening costs Income (loss) from operations (5) Wholesale Retail Logistics Eliminations Consolidated Year Ended November 24, 2018 $ $ 255,958 $ - 255,958 171,272 72,412 - 12,274 $ 268,883 $ - 268,883 130,591 136,523 2,081 (312) $ - $ 82,866 82,866 - 81,468 - 1,398 $ (122,372 ) (1) $ (28,480 ) (2) (150,852 ) (122,282 ) (3) (30,064 ) (4) - 1,494 $ 402,469 54,386 456,855 179,581 260,339 2,081 14,854 Sales revenue: Furniture & accessories Logistics Total sales revenue Cost of furniture and accessories sold SG&A expense New store pre-opening costs Income from operations Wholesale Retail Logistics Eliminations Consolidated Year Ended November 25, 2017 $ $ 249,193 $ - 249,193 164,028 66,044 - 19,121 $ 268,264 $ - 268,264 132,463 129,898 2,413 3,490 $ - $ 83,030 83,030 - 80,068 - 2,962 $ (119,360 ) (1) $ (28,624 ) (2) (147,984 ) (118,912 ) (3) (30,517 ) (4) - 1,445 $ 398,097 54,406 452,503 177,579 245,493 2,413 27,018 Sales revenue: Furniture & accessories Logistics Total sales revenue Cost of furniture and accessories sold SG&A expense New store pre-opening costs Income from operations Wholesale Retail Logistics Eliminations Consolidated Year Ended November 26, 2016 $ $ 240,346 $ - 240,346 156,894 64,780 - 18,672 $ 254,667 $ - 254,667 128,208 120,978 1,148 4,333 $ - $ 83,236 83,236 - 79,725 - 3,511 $ (117,817 ) (1) $ (28,394 ) (2) (146,211 ) (117,583 ) (3) (30,305 ) (4) - 1,677 $ 377,196 54,842 432,038 167,519 235,178 1,148 28,193 (1) Represents the elimination of sales from our wholesale segment to our Company-owned BHF stores. (2) Represents the elimination of logistical services billed to our wholesale segment. (3) Represents the elimination of purchases by our Company-owned BHF stores from our wholesale segment, as well as the change for the period in the elimination of intercompany profit in ending retail inventory. (4) Represents the elimination of rent paid by our retail stores occupying Company-owned real estate and logistical services expense incurred from Zenith by our wholesale segment. Year Ended November 24, November 25, November 26, 2017 2018 2016 Intercompany logistical services Intercompany rents $ Total SG&A expense elimination $ (28,480 ) $ (1,584 ) (30,064 ) $ (28,624 ) $ (1,893 ) (30,517 ) $ (28,394 ) (1,911 ) (30,305 ) (5) Excludes the effects of asset impairment chargesand lease exit costs which are not allocated to our segments. 5  Management’s Discussion and Analysis of Financial Condition and Results of Operations - Continued (Amounts in thousands except share and per share data) Wholesale Segment Net sales, gross profit, SG&A expense and operating income from operations for our Wholesale Segment were as follows for the years ended November 24, 2018, November 25, 2017 and November 26, 2016: 2018 2017 2016 Change from Prior Year 2018 vs 2017 Dollars Percent Dollars Percent 2017 vs 2016 Net sales Gross profit SG&A Income from operations $ 255,958 100.0% $ 249,193 100.0% $ 240,346 100.0% $ 6,765 84,686 33.1% 85,165 34.2% 83,452 34.7% (479) 72,412 28.3% 66,044 26.5% 64,780 27.0% 6,368 7.8% $ (6,847) 4.8% $ 19,121 7.7% $ 18,672 $ 12,274 2.7% $ 8,847 -0.6% 1,713 9.6% 1,264 449 -35.8% $ 3.7% 2.1% 2.0% 2.4% Wholesale shipments by category for the last three fiscal years are summarized below: 2018 2017 2016 Change from Prior Year 2018 vs 2017 Dollars Percent Dollars Percent 2017 vs 2016 Bassett Custom Upholstery Bassett Leather Bassett Custom Wood Bassett Casegoods Accessories Total 8.4 % 22,528 $ 141,321 55.2 % $ 136,366 54.7 % $ 127,989 53.3% $ 4,955 (939) 21,589 46,074 18.0 % 43,793 17.6 % 36,517 15.2% 2,281 1 42,875 16.8 % 42,874 17.2 % 52,246 21.7% 467 1.1% 4,099 $ 255,958 100.0 % $ 249,193 100.0 % $ 240,346 100.0% $ 6,765 9.0 % 21,038 3,632 2,556 8.8% 1.5 % 1.6 % 3.6% $ 8,377 -4.2% 1,490 5.2% 7,276 0.0% (9,372) 12.9% 1,076 2.7% $ 8,847 6.5% 7.1% 19.9% -17.9% 42.1% 3.7% Fiscal 2018 as Compared to Fiscal 2017 The increase in net sales was driven by the addition of $9,546 of revenue for Lane Venture, acquired during the first quarter of 2018, along with a 1.8% increase in furniture shipments to the open market (outside the BHF network and excluding shipments from Lane Venture), partially offset by a 2.8% decrease in furniture shipments to the BHF network as compared to the prior year period. A much smaller component of our wholesale revenues, shipments of wholesale accessories, increased 12.9% over the prior year period. Gross margins for the wholesale segment were 33.1% for fiscal 2018 compared to 34.2% for the prior year. This decrease was primarily driven by lower margins in the Bassett Custom Upholstery operations, excluding Lane Venture, due to higher materials costs coupled with lower absorption of fixed costs due to lower volumes. In June 2018, we implemented targeted price increases to our Custom Upholstery line to mitigate the effects of the cost increases and began seeing the benefit on margins in July 2018. Wholesale SG&A increased as a percentage of sales over the prior year period primarily driven by planned higher digital marketing and other brand development costs, partially offset by decreased incentive compensation. In addition, we incurred $256 of one-time acquisition costs along with other startup costs associated with the Lane Venture operation. Fiscal 2017 as Compared to Fiscal 2016 The sales increase in 2017 was driven by a 2.7% increase in furniture shipments to the BHF store network along with a 3.9% increase in furniture shipments to the open market (outside the BHF store network) as compared to the prior year period. A much smaller component of our wholesale revenues, shipments of wholesale accessories, increased 42% over the prior year period. The decrease in gross margins from fiscal 2016 was primarily due to the $1,428 settlement of the Polyurethane Foam Antitrust Litigation in 2016. Excluding the benefit of the settlement, the gross margin for fiscal 2016 would have been 34.1%. This increase was primarily due to improved margins in the Bassett Custom Upholstery operations from favorable pricing strategies and improved manufacturing efficiencies. The decrease in SG&A as a percentage of sales compared with 2016 was primarily due to greater leverage of fixed costs from higher sales volumes, partially offset by increased spending on the website and digital strategy development. 6  Management’s Discussion and Analysis of Financial Condition and Results of Operations - Continued (Amounts in thousands except share and per share data) Wholesale Backlog The dollar value of our wholesale backlog, representing orders received but not yet delivered to dealers and Company stores as of November 24, 2018, November 25, 2017, and November 26, 2016 was as follows: Year end wholesale backlog $ 25,810 $ 22,239 $ 22,130 2018 2017 2016 Retail Segment – Company Owned Stores Net sales, gross profit, SG&A expense, new store pre-opening costs and operating income for our Retail Segment were as follows for the years ended November 24, 2018, November 25, 2017 and November 26, 2016: 2018 vs 2017 2017 vs 2016 2018 vs 2017 2017 vs 2016 2018 2017 2017 2016 Dollars Percent Dollars Percent Change from Prior Year $ 268,883 100.0% $ 268,264 100.0% $ 268,264 100.0% $ 254,667 100.0 % $ 138,292 51.4% 135,801 50.6% 135,801 50.6% 126,459 49.7 % 619 2,491 0.2 % $ 13,597 9,342 1.8 % 5.3% 7.4% 136,523 50.8% 129,898 48.4% 129,898 48.4% 120,978 47.5 % 6,625 5.1 % 8,920 7.4% 2,081 0.8% 2,413 0.9% 2,413 0.9% 1,148 0.5 % (332) -13.8 % 1,265 110.2% $ (312) -0.1% $ 3,490 1.3% $ 3,490 1.3% $ 4,333 1.7 % $ (3,802) -108.9 % $ (843) -19.5% Net sales Gross profit SG&A expense New store pre-opening costs Income from operations The following tables present operating results on a comparable store basis for each comparative set of periods. Table A compares the results of the 53 stores that were open and operating for all of 2018 and 2017. Table B compares the results of the 52 stores that were open and operating for all of 2017 and 2016. Comparable Store Results: Table A: 2018 vs 2017 (53 Stores) Table B: 2017 vs 2016 (52 Stores) 2018 vs 2017 2017 vs 2016 2018 2017 2017 2016 Dollars Percent Dollars Percent Change from Prior Year $ 235,868 100.0% $ 239,633 100.0% $ 233,823 100.0% $ 229,530 100.0% $ (3,765) (1,311) 121,399 51.5% 122,710 51.2% 119,546 51.1% 115,103 50.1% -1.6% $ 4,293 -1.1% 4,443 1.9% 3.9% 115,094 48.8% 115,161 48.1% 112,428 48.1% 108,328 47.2% (67) -0.1% 4,100 3.8% $ 6,305 2.7% $ 7,549 3.2% $ 7,118 3.0% $ 6,775 3.0% $ (1,244) -16.5% $ 343 5.1% Net sales Gross profit SG&A expense Income from operations 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: 2018 vs 2017 All Other Stores 2017 vs 2016 All Other Stores 2018 2017 2017 2016 2018 vs 2017 Dollars Percent 2017 vs 2016 Dollars Percent Change from Prior Year $ 33,015 100.0% $ 28,631 100.0% $ 34,441 100.0% $ 25,137 100.0% $ 4,384 3,802 16,893 51.2% 13,091 45.7% 16,255 47.2% 11,356 45.2% 15.3% $ 9,304 4,899 29.0% 37.0% 43.1% 21,429 64.9% 14,737 51.5% 17,470 50.7% 12,650 50.3% 6,692 45.4% 4,820 38.1% 2,081 6.3% 2,413 8.4% 2,413 7.0% 1,148 4.6% (332) -13.8% 1,265 110.2% Net sales Gross profit SG&A expense New store pre- opening costs Loss from operations $ (6,617) -20.0% $ (4,059) -14.2% $ (3,628) -10.5% $ (2,442) -9.7% $ (2,558) 63.0% $ (1,186) 48.6% 7  Management’s Discussion and Analysis of Financial Condition and Results of Operations - Continued (Amounts in thousands except share and per share data) Fiscal 2018 as Compared to Fiscal 2017 The increase in net sales for the 65 Company-owned stores over the prior year was comprised of a $4,384 increase in non- comparable store sales partially offset by a 1.6% decrease in comparable store sales. While we do not recognize sales until goods are delivered to the consumer, management tracks written sales (the retail dollar value of sales orders taken, rather than delivered) as a key store performance indicator. Written sales for comparable stores decreased by 3.6% for fiscal 2018 as compared to prior year. The increase in comparable store gross margins to 51.5% for fiscal 2018 from 51.2% in the prior year period is primarily due to improved pricing strategies and product mix. SG&A expenses as a percentage of sales for comparable stores increased slightly from 2017 due to decreased leverage of fixed costs on lower sales volume and increased advertising expenses. We incur losses in the first two to three months of operation following a store opening as sales are not recognized in the income statement until the furniture is delivered to its customers resulting in operating expenses without the normal sales volume. Because we do not maintain a stock of retail inventory that would result in quick delivery, and because of the custom nature of the furniture offerings, such deliveries are generally not made until after 30 days from when the furniture is ordered by the customer. Coupled with the pre-opening costs, total start-up losses typically amount to $400 to $600 per store. During fiscal 2018 we incurred $1,601 of post-opening losses associated with the seven new stores and clearance center opened during 2018 and late 2017 compared with $969 of post-opening losses during fiscal 2017. Included in the 2017 Non- Comparable store loss was a $1,220 gain on the sale of our retail store location in Las Vegas, Nevada. 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 2017 as Compared to Fiscal 2016 The 2017 increase in net sales for the 60 Company-owned BHF stores was comprised of a 1.9% increase in comparable store sales along with a $9,304 increase in non-comparable store sales. While we do not recognize sales until goods are delivered to the consumer, management tracks written sales (the retail dollar value of sales orders taken, rather than delivered) as a key store performance indicator. Written sales for comparable stores increased by 1.8% in fiscal 2017 over 2016. The increase in comparable store gross margins over 2016 is primarily due to improved pricing strategies and product mix. The increase in comparable store SG&A as a percentage of sales was primarily due to a $500 legal settlement along with higher advertising expenses of $687 and occupancy costs of $481. Increased losses from the non-comparable stores in fiscal 2017 included additional pre-opening costs associated with the Garden City, New York; Culver City, California; King of Prussia, Pennsylvania; Wichita, Kansas; and Pittsburgh, Pennsylvania stores which opened during fiscal 2017, and the new stores in Chandler, Arizona; Oklahoma City, Oklahoma; and Summerlin, Nevada which are expected to open during the first quarter of 2018. 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 opening and generally range between $200 to $400 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. We incur losses in the first two to three months of operation following a store opening as sales are not recognized in the income statement until the furniture is delivered to its customers resulting in operating expenses without the normal sales volume. Because we do not maintain a stock of retail inventory that would result in quick delivery, and because of the custom nature of the furniture offerings, such deliveries are generally not made until after 30 days from when the furniture is ordered by the customer. Coupled with the pre-opening costs, total start-up losses typically amount to $400 to $600 per store. During fiscal 2017 we incurred $969 of post-opening losses associated with the five new stores which opened during the year. There were post-opening losses of $482 primarily associated with two new stores during fiscal 2016. 8  Management’s Discussion and Analysis of Financial Condition and Results of Operations - Continued (Amounts in thousands except share and per share data) Pre- and post-opening losses for fiscal 2017 were partially offset by a gain of $1,220 from the sale of our retail store location in Las Vegas, Nevada. The repositioning of that store to a new location in Summerlin, Nevada is expected to be completed in early 2018. Each addition to our Company-owned store network results in incremental fixed overhead costs, primarily associated with local store personnel, occupancy costs and warehousing expenses. The incremental SG&A expenses associated with each new store will be ongoing. Retail Comparable Store Sales Trends The following table provides year-over-year comparable store sales trends for the last three fiscal years: Delivered Written Retail Backlog 2018 2017 2016 -1.6% -3.6% 1.9% 1.8% 1.4% 1.4% The dollar value of our retail backlog, representing orders received but not yet delivered to customers as of November 24, 2018, November 25, 2017, and November 26, 2016, was as follows: 2018 2017 2016 Year end retail backlog $ Retail backlog per open store $ 35,493 $ 546 $ 35,684 $ 595 $ 32,788 556 Logistical Services Segment Revenues, operating expenses and income from operations for our logistical services segment were as follows for the years ended November 24, 2018, November 25, 2017 and November 26, 2016: Change from Prior Year Logistics revenue Operating expenses $ 82,866 100.0% $ 83,030 100.0% $ 83,236 100.0% $ (164) 81,468 98.3% 80,068 96.4% 79,725 95.8% 1,400 2018 2017 2016 2017 vs 2016 2018 vs 2017 Dollars Percent Dollars Percent -0.2% 0.4% -0.2% $ (206) 343 1.7% Income from operations $ 1,398 1.7% $ 2,962 3.6% $ 3,511 4.2% $ (1,564) -52.8% $ (549) -15.6% Fiscal 2018 as Compared to Fiscal 2017 Zenith’s revenues were comparable year over year. Increased operating costs as a percentage of revenue were primarily due to significantly higher fuel costs coupled with the increasing cost of hiring and retaining over-the-road drivers. Operating costs for fiscal 2018 and 2017 include non-cash depreciation and amortization charges of $4,068 and $4,309, respectively. Fiscal 2017 as Compared to Fiscal 2016 Zenith’s revenues were comparable year over year. Increased operating costs as a percentage of revenue were primarily due to higher fuel costs. Operating costs for fiscal 2017 and 2016 include non-cash depreciation and amortization charges of $4,309 and $3,936, respectively. 9  Management’s Discussion and Analysis of Financial Condition and Results of Operations - Continued (Amounts in thousands except share and per share data) Other Items Affecting Net Income Other items affecting net income for fiscal 2018, 2017 and 2016 are as follows: 2018 2017 2016 $ Gain on sales of investments (1) Interest income (2) Interest expense (3) Retail real estate impairment charge (4) Net periodic pension costs (5) Cost of company-owned life insurance (6) Income from the Continued Dumping & Subsidy Offset Act (7) Other investment income (8) Other - $ 431 (57 ) - (986 ) (598 ) 7 52 (727 ) 4,221 $ 230 (234 ) (1,084 ) (1,049 ) (517 ) 94 88 (891 ) - 120 (552 ) - (910 ) (706 ) 240 176 (784 ) Total other income (loss), net $ (1,878 ) $ 858 $ (2,416 ) (1) See Note 9 to the Consolidated Financial Statements for information related gains realized from the sale of two investments during fiscal 2017. (2) Consists of interest income arising from our short-term investments. See Note 4 to the Consolidated Financial Statements for additional information regarding our investments in certificates of deposit. (3) Our interest expense in fiscal 2018 has declined significantly from the previous two years as debt incurred or assumed with the 2015 acquisition of Zenith has been repaid, with all remaining amounts paid off during the first quarter of fiscal 2018. See Note 10 to the Consolidated Financial Statements for additional information regarding our outstanding debt at November 24, 2018. (4) See Note 2 to the Consolidated Financial Statements for information related to impairment of retail real estate during fiscal 2017. (5) Represents the portion of net periodic pension costs not included in income from operations. See Note 11 to the Consolidated Financial Statements for additional information related to our defined benefit pension plans. (6) Cost for fiscal 2018 is net of life insurance proceeds of $266 arising from the death of a former executive. (7) These amounts represent distributions received from U.S. Customs and Boarder Protection (“Customs”) under the Continued Dumping and Subsidy Offset Act of 2000 (“CDSOA”). These distributions primarily represent amounts previously withheld by Customs pending the resolution of certain claims filed by other manufactures which were dismissed in 2014. The distributions received from Customs have gradually diminished in the years subsequent to the dismissal and are no longer expected to be significant beyond 2018. (8) Primarily reflects gains arising from the partial liquidation of our investment in the Fortress Value Recovery Fund I, LLC, which was fully impaired during fiscal 2012. Provision for Income taxes On December 22, 2017, The Tax Cuts and Jobs Act (the “Act”) was signed into law. The Act reduced the federal statutory corporate income tax rate from 35% to 21% effective January 1, 2018 for all corporate taxpayers, while most other provisions of the Act take effect for fiscal years beginning on or after January 1, 2018. Therefore, we computed our income tax expense for fiscal 2018 using a blended federal statutory rate of 22.2%. The 21% federal statutory rate, as well as certain other provisions of the Act including the elimination of the domestic manufacturing deduction and new limitations on certain business deductions, will apply to our 2019 fiscal year and thereafter. We recorded an income tax provision of $3,988, $9,620 and $9,948 in fiscal 2018, 2017 and 2016, respectively. For fiscal 2018, our effective tax rate of 32.7% differs from the federal blended statutory rate of 22.2% primarily due to a discrete charge of $1,331 arising from the re-measurement of our deferred tax assets. Other items impacting our effective tax rates for fiscal 2018 include the effects of state income taxes and various permanent differences including the favorable impacts of excess tax benefits on stock-based compensation of $223, non-taxable life insurance proceeds of $266, and the Section 199: Domestic Production Activities Deduction of $866. For fiscal 2017 and 2016, our effective tax rates of 34.5% and 10  Management’s Discussion and Analysis of Financial Condition and Results of Operations - Continued (Amounts in thousands except share and per share data) 38.6%, respectively, differ from the statutory rate of 35.0% primarily due to the effects of state income taxes and various permanent differences including the favorable impact of the Section 199 manufacturing deduction. The reduction in the effective tax rate in fiscal 2017 from 2016 was primarily due to higher excess tax benefits from stock compensation recognized during fiscal 2017. See Note 14 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 $3,266 as of November 24, 2018, which, upon utilization, are expected to reduce our cash outlays for income taxes in future years. It will require approximately $13,000 of future taxable income to utilize our net deferred tax assets. Liquidity and Capital Resources We are committed to maintaining a strong balance sheet in order to weather difficult industry conditions, to allow us to take advantage of opportunities as market conditions improve, and to execute our long-term retail strategies. Cash Flows Cash provided by operations for fiscal 2018 was $28,698 compared to $36,384 for fiscal 2017, a decrease of $7,686. This decrease is primarily due to lower operating margins and changes in working capital. Our overall cash position decreased by $20,481 during 2018. Offsetting the cash provided by operations, we used $30,686 of cash in investing activities, primarily consisting of our $15,556 investment in Lane Venture and capital expenditures of $18,301 which included retail store relocations, retail store remodels, in-process spending on new stores, expanding and upgrading our manufacturing capabilities, various technology improvements and additional material handling equipment for our logistical services segment, partially offset by $2,463 of proceeds from the sale of our retail location in Spring, Texas and $482 from the maturity of a portion of our CDs which were not reinvested. Net cash used in financing activities was $18,493, including dividend payments of $8,800 and the final $3,000 installment payment on our Zenith acquisition note payable. With cash and cash equivalents and short-term investments totaling $56,111 on hand at November 24, 2018, we believe we have sufficient liquidity to fund operations for the foreseeable future. Debt and Other Obligations Effective November 15, 2018, we amended the credit facility with our bank, increasing our line of credit from $15,000 up to $25,000. This amended credit facility, which matures in December of 2021, is unsecured and contains covenants requiring us to maintain certain key financial ratios. We are in compliance with all covenants under the facility and expect to remain in compliance for the foreseeable future. At November 24, 2018, we had $2,798 outstanding under standby letters of credit against our line, leaving availability under our credit line of $22,202. In addition, we have outstanding standby letters of credit with another bank totaling $381. At November 24, 2018 we have outstanding principal totaling $292 under notes payable, all of which matures during fiscal 2019. See Note 10 to our consolidated financial statements for additional details regarding these notes, including collateral. We expect to satisfy these obligations as they mature using cash flow from operations or our available cash on hand. We lease land and buildings that are used in the operation of our Company-owned retail stores as well as in the operation of certain of our licensee-owned stores, and we lease land and buildings at various locations throughout the continental United States for warehousing and distribution hubs used in our logistical services segment. We also lease tractors, trailers and local delivery trucks used in our logistical services segment. We had obligations of $185,427 at November 24, 2018 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 three years. We were contingently liable under licensee lease obligation guarantees in the amount of $2,021 at November 24, 2018. See Note 16 to our consolidated financial statements for additional details regarding our leases and lease guarantees. 11  Management’s Discussion and Analysis of Financial Condition and Results of Operations - Continued (Amounts in thousands except share and per share data) Dividends and Share Repurchases During fiscal 2018, we declared four quarterly dividends totaling $5,041, or $0.47 per share. Cash dividend payments to our shareholders during fiscal 2018 totaled $8,800. During fiscal 2018, we repurchased 253,907 shares of our stock for $5,945 under our share repurchase program. The weighted-average effect of these share repurchases on both our basic and diluted earnings per share was not significant. The approximate dollar value that may yet be purchased pursuant to our stock repurchase program as of November 24, 2018 was $17,984. Capital Expenditures We currently anticipate that total capital expenditures for fiscal 2019 will be approximately $15 to $20 million which will be used primarily for new stores and store remodeling in our retail segment and additional investments in technology. 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. 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 and notes payable for disclosure purposes (see Note 10 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 3 to the Consolidated Financial Statements) and asset impairments (see Note 15 to the Consolidated Financial Statements) have utilized Level 3 inputs. 12  Management’s Discussion and Analysis of Financial Condition and Results of Operations - Continued (Amounts in thousands except share and per share data) Contractual Obligations and Commitments We enter into contractual obligations and commercial commitments in the ordinary course of business (See Note 16 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. 2019 2020 2021 2022 2023 Thereafter Total Post employment benefit obligations (1) Notes payable Contractual advertising Interest payable Letters of credit Operating leases (2) Lease guarantees (3) Other obligations & commitments Purchase obligations (4) $ 1,072 $ 292 3,560 7 3,179 1,014 $ - - - - 1,221 $ - - - - 33,721 32,030 27,017 23,194 18,386 353 1,305 $ - - - - 994 $ - - - - 347 627 347 347 960 - 200 - 200 - 100 100 Total $ 43,418 $ 33,591 $ 28,558 $ 24,946 $ 20,060 $ 8,632 $ - - - - 51,112 - 14,238 292 3,560 7 3,179 185,460 2,021 250 - 1,810 - 59,994 $ 210,567 (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 $17,811 to provide funding for these obligations. See Note 11 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 16 to the Consolidated Financial Statements for more information. (3) Lease guarantees relate to payments we would only be required to make in the event of default on the part of the guaranteed parties. (4) 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 2018, we had approximately $15,507 in open purchase orders, primarily for imported inventories, which are in the ordinary course of business. 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 and Zenith distribution facilities. We have guaranteed certain lease obligations of licensee operators as part of our retail strategy. See Contractual Obligations and Commitments table above and Note 16 to the Consolidated Financial Statements, included in Item 8 of this Annual Report on Form 10-K, for further discussion of operating leases and lease guarantees, including descriptions of the terms of such commitments and methods used to mitigate risks associated with these arrangements. Contingencies We are involved in various claims and litigation as well as environmental matters, which arise in the normal course of business. Although the final outcome of these legal and environmental matters cannot be determined, based on the facts presently known, it is our opinion that the final resolution of these matters will not have a material adverse effect on our financial position or future results of operations. Critical Accounting Policies and Estimates Our consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) which requires that certain estimates and assumptions be made that affect the amounts and disclosures reported in those financial statements and the related accompanying notes. Actual results could differ from these estimates and assumptions. We use our best judgment in valuing these estimates and may, as warranted, solicit external 13  Management’s Discussion and Analysis of Financial Condition and Results of Operations - Continued (Amounts in thousands except share and per share data) advice. Estimates are based on current facts and circumstances, prior experience and other assumptions believed to be reasonable. The following critical accounting policies, some of which are impacted significantly by judgments, assumptions and estimates, affect our consolidated financial statements. Revenue Recognition - 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. For our logistical services segment, line-haul freight revenue and home delivery revenue are recognized upon delivery to the destination. 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. 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 2018, 2017 and 2016, there were no dealers for which these criteria were not met. 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 $754 and $617 at November 24, 2018 and November 25, 2017, respectively, representing 3.8% and 3.0% 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 $1,766 and $1,895 at November 24, 2018 and November 25, 2017, respectively, representing 2.7% and 3.4%, respectively, 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. 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; 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, 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 our goodwill in the amount of $16,043 is not impaired as of November 24, 2018. 14  Management’s Discussion and Analysis of Financial Condition and Results of Operations - Continued (Amounts in thousands except share and per share data) 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. Other Intangible Assets – Intangible assets acquired in a business combination and determined to have an indefinite useful life are not amortized but are tested for impairment annually or between annual tests when an impairment indicator exists. The recoverability of indefinite-lived intangible assets is assessed by comparison of the carrying value of the asset to its estimated fair value. If we determine that the carrying value of the asset exceeds its estimated fair value, an impairment loss equal to the excess would be recorded. At November 24, 2018, our indefinite-lived intangible assets other than goodwill consist of trade names acquired in the acquisitions of Zenith and Lane Venture and have a carrying value of $9,338. Definite-lived intangible assets are amortized over their respective estimated useful lives and reviewed for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. We estimate the useful lives of our intangible assets and ratably amortize the value over the estimated useful lives of those assets. If the estimates of the useful lives should change, we will amortize the remaining book value over the remaining useful lives or, if an asset is deemed to be impaired, a write-down of the value of the asset may be required at such time. At November 24, 2018 our definite-lived intangible assets consist of customer relationships and customized technology applications acquired in the acquisition of Zenith and customer relationships acquired in the acquisition of Lane Venture with a total carrying value of $3,099. 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. 15 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 2018. We are exposed to market risk from changes in the cost of raw materials used in our manufacturing processes, principally wood, woven fabric, and foam products. 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 are also exposed to commodity price risk related to diesel fuel prices for fuel used in our logistical services segment. We manage our exposure to that risk primarily through the application of fuel surcharges to our customers. We have potential exposure to market risk related to conditions in the commercial real estate market. Our retail real estate holdings of $1,655 and $1,758 at November 24, 2018 and November 25, 2017, respectively, for stores formerly operated by licensees as well as our holdings of $19,997 and $22,817 at November 24, 2018 and November 25, 2017, 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 $2,021 and $2,743 which we have guaranteed on behalf of licensees as of November 24, 2018 and November 25, 2017, respectively, we may not be able to secure sufficient sub-lease income in the current market to offset the payments required under the guarantees. Aggregate Net Book Number of Locations Square Footage Value (in thousands) Real estate occupied by Company-owned and operated stores, included in property and equipment, net (1) 9 223,570 $ 19,997 Investment real estate leased to others 2 41,021 1,655 Total Company investment in retail real estate 11 264,591 $ 21,652 (1) Includes two properties encumbered under mortgages totaling $292 at November 24, 2018. 16 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 2018, 2017, 2016, 2015 and 2014 mean the fiscal years ended November 24, 2018, November 25, 2017, November 26, 2016, November 28, 2015 and November 29, 2014. 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” in our Form 10-K, that could cause actual results to differ materially from those contemplated by such forward-looking statements include: ● competitive conditions in the home furnishings industry ● general economic conditions, including the strength of the housing market in the United States ● overall retail traffic levels and consumer demand for home furnishings ● ability of our customers and consumers to obtain credit ● Bassett store openings and store closings and the profitability of the stores (independent licensees and Company- owned retail stores) ● ability to implement our Company-owned retail strategies, including our initiatives to expand and improve our digital marketing capabilities, and realize the benefits from such strategies as they are implemented ● fluctuations in the cost and availability of raw materials, fuel, labor and sourced products, including those which may result from the imposition of new or increased duties, tariffs, retaliatory tariffs and trade limitations with respect to foreign-sourced products ● results of marketing and advertising campaigns ● effectiveness and security of our information technology systems ● future tax legislation, or regulatory or judicial positions ● ability to efficiently manage the import supply chain to minimize business interruption ● concentration of domestic manufacturing, particularly of upholstery products, and the resulting exposure to business interruption from accidents, weather and other events and circumstances beyond our control ● general risks associated with providing freight transportation and other logistical services due to our acquisition of Zenith Freight Lines, LLC 17 Consolidated Balance Sheets Bassett Furniture Industries, Incorporated and Subsidiaries November 24, 2018 and November 25, 2017 (In thousands, except share and per share data) Assets Current assets Cash and cash equivalents Short-term investments Accounts receivable, net of allowance for doubtful accounts of $754 and $617 as of November 24, 2018 and November 25, 2017, respectively Inventories Other current assets Total current assets Property and equipment, net Other long-term assets Deferred income taxes, net Goodwill and other intangible assets Other Total other long-term assets Total assets Liabilities and Stockholders’ Equity Current liabilities Accounts payable Accrued compensation and benefits Customer deposits Dividends payable Current portion of long-term debt Other accrued liabilities Total current liabilities Long-term liabilities Post employment benefit obligations Notes payable Other long-term liabilities Total long-term liabilities Commitments and Contingencies Stockholders’ equity Common stock, $5 par value; 50,000,000 shares authorized; issued and outstanding 10,527,636 at November 24, 2018 and 10,737,952 at November 25, 2017 Retained earnings Additional paid-in-capital Accumulated other comprehensive loss Total stockholders’ equity Total liabilities and stockholders’ equity 2018 2017 $ 33,468 $ 22,643 53,949 23,125 19,055 64,192 9,189 148,547 19,640 54,476 8,192 159,382 104,863 103,244 3,266 28,480 6,485 38,231 8,393 17,351 5,378 31,122 $ 291,641 $ 293,748 $ 27,407 $ 12,994 27,157 - 292 13,969 81,819 21,760 14,670 27,107 3,759 3,405 12,655 83,356 13,173 - 6,340 19,513 13,326 329 5,277 18,932 52,638 140,009 - (2,338) 190,309 53,690 139,378 962 (2,570) 191,460 $ 291,641 $ 293,748 The accompanying notes to consolidated financial statements are an integral part of these statements. 18 Consolidated Statements of Income Bassett Furniture Industries, Incorporated and Subsidiaries For the years ended November 24, 2018, November 25, 2017, and November 26, 2016 (In thousands, except per share data) Sales revenue: Furniture and accessories Logistics Total sales revenue 2018 2017 2016 $ 402,469 $ 54,386 456,855 398,097 $ 54,406 452,503 377,196 54,842 432,038 Cost of furniture and accessories sold 179,581 177,579 167,519 Selling, general and administrative expenses excluding new store pre-opening costs New store pre-opening costs Lease exit costs Asset impairment charges Income from operations Gain on sale of investments Interest income Interest expense Impairment of investment in real estate Other loss, net Income before income taxes Income tax expense Net income Net income per share Basic income per share Diluted income per share Dividends per share Regular dividends Special dividend 260,339 2,081 301 469 245,493 2,413 - - 235,178 1,148 - - 14,084 27,018 28,193 - 431 (57) - (2,252) 4,221 230 (234) (1,084) (2,275) - 120 (552) - (1,984) 12,206 27,876 25,777 3,988 9,620 9,948 $ 8,218 $ 18,256 $ 15,829 $ $ $ $ 0.77 $ 1.71 $ 1.47 0.77 $ 1.70 $ 1.46 0.47 $ - $ 0.42 $ 0.35 $ 0.38 0.30 The accompanying notes to consolidated financial statements are an integral part of these statements. 19 Consolidated Statements of Comprehensive Income Bassett Furniture Industries, Incorporated and Subsidiaries For the years ended November 24, 2018, November 25, 2017, and November 26, 2016 (In thousands) Net income Other comprehensive income (loss): Recognize prior service cost associated with Long Term Cash Awards (LTCA) Amortization associated with LTCA Income taxes related to LTCA Actuarial adjustment to supplemental executive retirement defined benefit plan (SERP) Amortization associated with SERP Income taxes related to SERP 2018 2017 2016 $ 8,218 $ 18,256 $ 15,829 - 126 (32) 616 304 (237) (932) 73 331 448 374 (311) - - - (165) 366 (76) Other comprehensive income (loss), net of tax 777 (17) 125 Total comprehensive income $ 8,995 $ 18,239 $ 15,954 The accompanying notes to consolidated financial statements are an integral part of these statements. 20 Consolidated Statements of Cash Flows Bassett Furniture Industries, Incorporated and Subsidiaries For the years ended November 24, 2018, November 25, 2017, and November 26, 2016 (In thousands) Operating activities: Net income Adjustments to reconcile net income to net cash provided by operating activities: 2018 2017 2016 $ 8,218 $ 18,256 $ 15,829 Depreciation and amortization Non-cash asset impairment charges Non-cash portion of lease exit costs Gain on sale of investments Net (gain) loss on sales of property and equipment Tenant improvement allowances received from lessors Impairment charges on retail real estate Deferred income taxes Other, net Changes in operating assets and liabilities Accounts receivable Inventories Other current and long-term assets Customer deposits Accounts payable and accrued liabilities Net cash provided by operating activities Investing activities: Purchases of property and equipment Proceeds from sales of property and equipment Cash paid for business acquisitions, net of cash acquired Proceeds from sales and maturities of investments Net cash used in investing activities Financing activities: Cash dividends Proceeds from exercise of stock options Issuance of common stock Repurchases of common stock Taxes paid related to net share settlement of equity awards Proceeds from equipment loan Payments on notes and equipment loans Net cash used in financing activities Change in cash and cash equivalents Cash and cash equivalents - beginning of year 13,203 469 301 - (234) 2,462 - 4,663 1,398 1,732 (5,998) (961) 50 3,395 28,698 13,312 - - (4,221) (1,190) 1,643 1,084 (302) 1,345 (1,225) (918) 2,477 1,926 4,197 36,384 (18,301) 2,689 (15,556) 482 (30,686) (15,500) 4,474 (655) 5,546 (6,135) (8,800) 27 355 (5,946) (674) - (3,455) (18,493) (20,481) 53,949 (7,725) 310 168 (83) (641) - (3,473) (11,444) 18,805 35,144 12,249 - - - (128 ) 914 - 5,324 1,183 3,228 6,681 (3,929 ) 1,182 (3,471 ) 39,062 (21,501 ) 667 - - (20,834 ) (6,311 ) 114 182 (6,393 ) (77 ) 7,384 (14,251 ) (19,352 ) (1,124 ) 36,268 Cash and cash equivalents - end of year $ 33,468 $ 53,949 $ 35,144 The accompanying notes to consolidated financial statements are an integral part of these statements. 21 Consolidated Statements of Stockholders’ Equity Bassett Furniture Industries, Incorporated and Subsidiaries For the years ended November 24, 2018, November 25, 2017, and November 26, 2016 (In thousands, except share and per share data) Common Stock Shares Amount Additional paid-in capital Retained comprehensive earnings income (loss) Total Accumulated other Balance, November 28, 2015 10,916,021 $ 54,580 $ 4,560 $ 120,904 $ (2,678) $ 177,366 Comprehensive income Net income Actuarial adjustment to SERP, net of tax Regular dividends ($0.38 per share) Special dividend ($0.30 per share) Issuance of common stock Purchase and retirement of common stock Stock-based compensation - - - 15,829 - 15,829 - - - 64,316 - - - 322 - - - (25 ) - (4,127) (3,218) - (257,390) - (1,287) - (5,183 ) 903 - 125 - - - - - 125 (4,127) (3,218) 297 (6,470) 903 Balance, November 26, 2016 10,722,947 53,615 255 129,388 (2,553) 180,705 Comprehensive income Net income Prior service cost of LTCA, net of tax Actuarial adjustment to SERP, net of tax Regular dividends ($0.42 per share) Special dividend ($0.35 per share) Issuance of common stock Purchase and retirement of common stock Stock-based compensation - - - - - 39,313 - - - - - 197 - - - 281 - (4,508) (3,758) - (24,310) - (122) - (602 ) 1,028 - - 18,256 - 18,256 - - (528) (528) Balance, November 25, 2017 10,737,950 53,690 962 139,378 (2,570) 191,460 8,218 - 8,218 Comprehensive income Net income Prior service cost of LTCA, net of tax Actuarial adjustment to SERP, net of tax Reclassification of certain tax effects Regular dividends ($0.47 per share) Issuance of common stock Purchase and retirement of common stock Stock-based compensation - - - - - - - - - - - - - 63,403 - - 317 - - 65 545 (5,041) - (273,717) - (1,369) - (2,160 ) 1,133 (3,091) - 511 - - - - - 511 (4,508) (3,758) 478 (724) 1,028 94 683 (545) - - - - 94 683 - (5,041) 382 (6,620) 1,133 Balance, November 24, 2018 10,527,636 $ 52,638 $ - $ 140,009 $ (2,338) $ 190,309 The accompanying notes to consolidated financial statements are an integral part of these statements. 22 Notes to Consolidated Financial Statements (In thousands, except share and per share data) 1. Description of Business Bassett Furniture Industries, Incorporated (together with its consolidated subsidiaries, “Bassett”, “we”, “our”, the “Company”) based in Bassett, Virginia, is a leading manufacturer, marketer and retailer of branded home furnishings. Bassett’s full range of furniture products and accessories, designed to provide quality, style and value, are sold through an exclusive nation-wide network of 97 retail stores known as Bassett Home Furnishings (referred to as “BHF”). Of the 97 stores, the Company owns and operates 65 stores (“Company-owned retail stores”) with the other 32 being independently owned (“licensee operated”). We also distribute our products through other multi-line furniture stores, many of which feature Bassett galleries or design centers, specialty stores and mass merchants. We sourced approximately 27% of our wholesale products from various foreign countries, with the remaining volume produced at our five domestic manufacturing facilities. Lane Venture Acquisition On December 21, 2017, we purchased certain assets and assumed certain liabilities of Lane Venture from Heritage Home Group, LLC. Lane Venture is being operated as a component of our wholesale segment (see Note 3, Business Combinations). Results of operations for the Lane Venture business are included in our consolidated statements of income since the date of acquisition. 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 2018, 2017 and 2016 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 2018, 2017 and 2016 are to Bassett's fiscal year ended November 24, 2018, November 25, 2017 and November 26, 2016, 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 23 Notes to Consolidated Financial Statements – Continued (In thousands, except share and per share data) reserves, 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 Revenue is recognized when the risks and rewards of ownership and title to the product have transferred to the buyer. This occurs upon the shipment of goods to independent dealers or, in the case of Company-owned retail stores, upon delivery to the customer. We offer terms varying from 30 to 60 days for wholesale customers. For retail sales, 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. Estimates for returns and allowances have been recorded as a reduction to revenue. The contracts with our licensee store owners do not provide for any royalty or license fee to be paid to us. Revenue is reported net of any taxes collected. For our logistical services segment, line-haul freight revenue and home delivery revenue are recognized upon the completion of delivery to the destination. 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. 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) collectability is reasonably assured. SAB 104 further asserts that if collectability of all or a portion of the revenue is not reasonably assured, revenue recognition should be deferred until payment is received. During fiscal 2018, 2017 and 2016, there were no sales for which these criteria were not met. 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 24, 2018 and November 25, 2017, our aggregate exposure from receivables and guarantees related to customers consisted of the following: Accounts receivable, net of allowances (Note 5) Contingent obligations under lease and loan guarantees, less amounts recognized (Note 16) Total credit risk exposure related to customers 2018 2017 $ $ 19,055 $ 1,995 21,050 $ 19,640 2,717 22,357 At November 24, 2018 and November 25, 2017, approximately 33% and 29%, respectively, of the aggregate risk exposure, net of reserves, shown above was attributable to five customers. In fiscal 2018, 2017 and 2016, no customer accounted for more than 10% of total consolidated net sales. However, two customers accounted for approximately 40%, 47% and 46% of our consolidated revenue from logistical services during 2018, 2017 and 2016, respectively. 24 Notes to Consolidated Financial Statements – Continued (In thousands, except share and per share data) 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 $1,587, $2,288, and $3,607 in fiscal 2018, 2017, and 2016, 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% and 54% of total inventory before reserves at November 24, 2018 and November 25, 2017, respectively. We estimate inventory reserves for excess quantities and obsolete items based on specific identification and historical write-offs, taking into account future demand and market conditions. If actual demand or market conditions in the future are less favorable than those estimated, additional inventory write-downs may be required. Property and Equipment Property and equipment is comprised of all land, buildings and leasehold improvements and machinery and equipment used in the manufacturing and warehousing of furniture, our Company-owned retail operations, our logistical services operations, and corporate administration. This property and equipment is stated at cost less accumulated depreciation. Depreciation is computed over the estimated useful lives of the respective assets utilizing the straight-line method. Buildings and improvements are generally depreciated over a period of 10 to 39 years. Machinery and equipment are generally depreciated over a period of 5 to 10 years. Leasehold improvements are amortized based on the underlying lease term, or the asset’s estimated useful life, whichever is shorter. Retail Real Estate Retail real estate is 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 and November 25, 2017 was $1,655 and $1,758, respectively, and is included in other long-term assets in our consolidated balance sheets. This real estate is stated at cost less accumulated depreciation and is depreciated over the 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. Leasehold improvements are amortized based on the underlying lease term, or the asset’s estimated useful life, whichever is shorter. Depreciation expense was $103, $127, and $152 in fiscal 2018, 2017, and 2016, respectively, and is included in other loss, net, in our consolidated statements of income. The net book value of our retail real estate at November 24, 2018 consisted of one property located near Charleston, South Carolina which is fully occupied by a tenant under a long term lease. 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. 25 Notes to Consolidated Financial Statements – Continued (In thousands, except share and per share data) 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 our goodwill is not impaired as of November 24, 2018. 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 application of the acquisition method of accounting 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. 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 26 Notes to Consolidated Financial Statements – Continued (In thousands, except share and per share data) 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 2018, 2017 and 2016 includes new store pre-opening costs of $2,081, $2,413 and $1,148, 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 $17,511, $18,514, and $18,451 for fiscal 2018, 2017 and 2016, 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 $19,107, $18,424, and $18,094 for fiscal 2018, 2017 and 2016, 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 $20,922, $18,834, and $16,688 in fiscal 2018, 2017, and 2016, 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 There were no material non-cash investing or financing activities during fiscal 2018, 2017 or 2016. 27 Notes to Consolidated Financial Statements – Continued (In thousands, except share and per share data) Recent Accounting Pronouncements Recently Adopted Pronouncements In July 2015, the FASB issued Accounting Standards Update No. 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory. ASU 2015-11 requires that inventory within the scope of this Update be measured at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The amendments in this Update do not apply to inventory that is measured using last-in, first-out (LIFO) or the retail inventory method. The amendments apply to all other inventory, which includes inventory that is measured using first-in, first-out (FIFO) or average cost. For all entities, the guidance is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2016. Early adoption is permitted. Therefore the amendments in ASU 2015-11 became effective for us as of the beginning of our 2018 fiscal year. The adoption of this guidance did not have a material impact upon our financial condition or results of operations. In February 2018, the FASB issued Accounting Standards Update No. 2018-02, Income Statement—Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. ASU 2018-02 was issued to provide narrow-scope guidance for entities that are required to apply the provisions of Topic 220, Income Statement—Reporting Comprehensive Income, and have items of other comprehensive income for which the related tax effects are presented in other comprehensive income as required by GAAP. The amendments in ASU 2018- 02 allow a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act. Consequently, the amendments eliminate the stranded tax effects resulting from the Act and will improve the usefulness of information reported to financial statement users. However, because the amendments only relate to the reclassification of the income tax effects of the Tax Cuts and Jobs Act, the underlying guidance that requires that the effect of a change in tax laws or rates be included in income from continuing operations is not affected. The amendments in ASU 2018-02 are effective for all entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption of the amendments in this Update is permitted, including adoption in any interim period, (1) for public business entities for reporting periods for which financial statements have not yet been issued and (2) for all other entities for reporting periods for which financial statements have not yet been made available for issuance. Because the Act has had a significant impact upon the tax effects of pension costs included in our accumulated other comprehensive loss, we have adopted the guidance in ASU 2018-02 effective as of the beginning of the first quarter of fiscal 2018, resulting in the reclassification of $545 of tax benefits from accumulated other comprehensive loss to retained earnings (see Note 12). Recent Pronouncements Not Yet Adopted In May 2014, the FASB issued Accounting Standards Update No. 2014-09 (ASU 2014-09), which creates ASC Topic 606, Revenue from Contracts with Customers, and supersedes the revenue recognition requirements in Topic 605, Revenue Recognition, including most industry-specific revenue recognition guidance throughout the Industry Topics of the Codification. In addition, ASU 2014-09 supersedes the cost guidance in Subtopic 605-35, Revenue Recognition— Construction-Type and Production-Type Contracts, and creates new Subtopic 340-40, Other Assets and Deferred Costs— Contracts with Customers. In summary, the core principle of Topic 606 is to recognize revenue when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. Companies are allowed to select between two transition methods: (1) a full retrospective transition method with the application of the new guidance to each prior reporting period presented, or (2) a retrospective transition method that recognizes the cumulative effect on prior periods at the date of adoption together with additional footnote disclosures. In addition, during 2016 the FASB has issued ASU 2016-08, ASU 2016-10 and ASU 2016-12, all of which clarify certain implementation guidance within ASU 2014-09, and ASU 2016-11, which rescinds certain SEC guidance within the ASC effective upon an entity’s adoption of ASU 2014-09. The amendments in ASU 2014-09 are effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period, and early application is not permitted. Therefore the amendments in ASU 2014-09 will become effective for us as of the beginning of our 2019 fiscal year. In order to evaluate the impact that the adoption of ASU 2014-09 will have on our consolidated financial statements, we have conducted a comprehensive review of the significant revenue streams across our wholesale, retail and logistical services reportable segments. The focus of this review included, among other things, the identification of the significant contracts and other arrangements we have with our customers to identify significant performance obligations, factors affecting the determination of transaction price, such as variable consideration, and factors affecting the classification of receipts as 28 Notes to Consolidated Financial Statements – Continued (In thousands, except share and per share data) revenue, such as principal versus agent considerations. Our findings from the review were then analyzed based on the five- step model described in the new standard. We are currently finalizing our assessment of the impact that adoption will have on our consolidated financial statements. While we have not yet made a final determination as to the impact on our financial position or results of operations, we do anticipate incorporating additional disclosures, primarily related to disaggregation of revenue. We are also in the process of implementing the necessary changes to our accounting policies, procedures and controls with respect to these contracts and arrangements as required by the adoption of ASU 2014-09. We will adopt this standard as of the beginning of our 2019 fiscal year using the modified retrospective method of adoption. We do not expect the adoption of this standard to have a material impact on our financial position or results of operations. In January 2016, the FASB issued 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 amendments in ASU 2016-01 will become effective for us as of the beginning of our 2019 fiscal year. The adoption of this guidance is not expected to have a material impact upon our financial condition or results of operations. 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. The guidance in ASU 2016-02 will become effective for us as of the beginning of our 2020 fiscal year. We are currently evaluating the impact that the adoption of ASU 2016-02 will have on our consolidated financial statements, which we expect will have a material effect on our statement of financial position (refer to Note 16 for information regarding our leases currently classified as operating leases under ASC Topic 840). We currently anticipate that we will adopt the guidance of ASU 2016-02 as of the beginning of our 2020 fiscal year using the optional transition method as provided by ASU 2018-11. In August 2016, the FASB issued 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 and will become effective for as at the beginning of our 2019 fiscal year. Early adoption, including adoption in an interim period, is permitted. The adoption of this guidance is not expected to have a material impact upon our presentation of cash flows. 29 Notes to Consolidated Financial Statements – Continued (In thousands, except share and per share data) In January 2017, the FASB issued 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. The amendments in ASU 2017-01 shall apply prospectively and will become effective for as at the beginning of our 2019 fiscal year. The adoption of this guidance is not expected to have a material impact upon our financial condition or results of operations. In January 2017, the FASB issued Accounting Standards Update No. 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. ASU 2017-04 eliminates Step 2 from the goodwill impairment test. Under Step 2, an entity had to perform procedures to determine the fair value at the impairment testing date of its assets and liabilities (including unrecognized assets and liabilities) following the procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. Instead, under the amendments in ASU 2017- 04, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Additionally, an entity should consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. The amendments in ASU 2017-04 will become effective for us as of the beginning of our 2021 fiscal year. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The adoption of this guidance is not expected to have a material impact upon our financial condition or results of operations. In May 2017, the FASB issued 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 amendments in ASU 2017- 09 will become effective for us as of the beginning of our 2019 fiscal year. Early adoption is permitted, including adoption in any interim period. The adoption of this guidance is not expected to have a material impact upon our financial condition or results of operations. In August 2018, the FASB issued Accounting Standards Update No. 2018-15, Accounting Standards Update No. 2018-15 – 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. Reclassifications Certain prior year amounts in the consolidated financial statements have been reclassified to conform to current year presentation with no effect on previously reported net income, stockholders' equity or cash flows. 30 Notes to Consolidated Financial Statements – Continued (In thousands, except share and per share data) 3. Business Combinations Acquisition of Lane Venture On December 21, 2017, we purchased certain assets and assumed certain liabilities of Lane Venture from Heritage Home Group, LLC for $15,556 in cash. Lane Venture is a manufacturer and distributor of premium outdoor furniture, and is now being operated as a component of our wholesale segment. Under the acquisition method of accounting, the fair value of the consideration transferred was allocated to the tangible and intangible assets acquired and the liabilities assumed based on their estimated fair values as of the acquisition date with the remaining unallocated amount recorded as goodwill. The allocation of the fair value of the acquired business was initially based on a preliminary valuation. Our estimates and assumptions were revised during 2018 as we obtained additional information for our estimates during the measurement period, which we consider to be closed as of November 24, 2018. During fiscal 2018, we recorded measurement period adjustments resulting in a net increase to the opening value of various acquired assets and assumed liabilities with an offsetting reduction of recognized goodwill of $76. The final allocation of the $15,556 all-cash purchase price to the acquired assets and liabilities of the Lane Venture business, including measurement period adjustments, is as follows: Allocation of the fair value of consideration transferred: Identifiable assets acquired: Accounts receivable, net of reserve (Note 5) Inventory, net of reserve (Note 6) Prepaid expenses and other current assets Intangible assets Total identifiable assets acquired Liabilities assumed: Accounts payable Other accrued liabilities Total liabilities assumed Net identifiable assets acquired Goodwill Total net assets acquired $ $ 1,507 3,718 37 7,360 12,622 (357) (852) (1,209) 11,413 4,143 15,556 Goodwill was determined based on the residual difference between the fair value of the consideration transferred and the value assigned to the tangible and intangible assets and liabilities recognized in connection with the acquisition and is deductible for tax purposes. Among the factors that contributed to a purchase price resulting in the recognition of goodwill are the expected synergies arising from combining the Company’s manufacturing and distribution capabilities with Lane Venture’s position in the outdoor furnishings market, a segment of the market not previously served by Bassett. A portion of the fair value of the consideration transferred has been assigned to identifiable intangible assets as follows: Description: Useful Life In Years Fair Value Trade name Customer relationships Indefinite $ 9 6,848 512 Total acquired intangible assets $ 7,360 The finite-lived intangible asset is being amortized on a straight-line basis over its estimated useful life. The indefinite-lived intangible asset and goodwill are not amortized but will be tested for impairment annually or between annual tests if an indicator of impairment exists. 31 Notes to Consolidated Financial Statements – Continued (In thousands, except share and per share data) The fair values of consideration transferred and net assets acquired were determined using a combination of Level 2 and Level 3 inputs as specified in the fair value hierarchy in ASC 820, Fair Value Measurements and Disclosures. See Note 4. Acquisition costs related to the Lane Venture acquisition totaled $256 during the year ended November 24, 2018, and are included in selling, general and administrative expenses in the consolidated statements of income. The acquisition costs are primarily related to legal, accounting and valuation services. The pro forma impact of the acquisition and the results of operations attributable to Lane Venture since the acquisition have not been presented because they are not material to our consolidated results of operations for the three fiscal years ended November 24, 2018. Licensee Store Acquisition During the first quarter of fiscal 2017, we acquired the operations of the Bassett Home Furnishings (“BHF”) store located in Columbus, Ohio for a purchase price of $655. The store had been owned and operated by a licensee that had determined that continued ownership of a BHF store was no longer consistent with its future business objectives. We believe that Columbus, Ohio represents a viable market for a BHF store. The purchase price was allocated as follows: Inventory Goodwill Purchase price $ $ 343 312 655 The inputs into our valuation of the acquired assets reflect our market assumptions and are not observable. Consequently, the inputs are considered to be Level 3 inputs as specified in the fair value hierarchy in ASC 820, Fair Value Measurements and Disclosures. See Note 4. The pro forma impact of the acquisition and the results of operations for the Columbus store since the acquisition was not material to our consolidated results of operations for the year ended November 25, 2017. 4. Financial Instruments, Investments and Fair Value Measurements Financial Instruments Our financial instruments include cash and cash equivalents, short-term investments in certificates of deposit, accounts receivable, cost method investments, accounts payable and long-term debt. Because of their short maturities, the carrying amounts of cash and cash equivalents, short-term investments in certificates of deposit, accounts receivable, and accounts payable approximate fair value. Investments Our short-term investments of $22,643 and $23,125 at November 24, 2018 and November 25, 2017, respectively, consisted of certificates of deposit (CDs) with original terms of six to twelve months, bearing interest at rates ranging from 0.85% to 2.70%. At November 24, 2018, the weighted average remaining time to maturity of the CDs was approximately six months and the weighted average yield of the CDs was approximately 2.3%. Each CD is placed with a federally insured financial institution and all deposits are within Federal deposit insurance limits. As the CDs mature, we expect to reinvest them in CDs of similar maturities of up to one year. Due to the nature of these investments and their relatively short maturities, the carrying amount of the short-term investments at November 24, 2018 and November 25, 2017 approximates their fair value. 32 Notes to Consolidated Financial Statements – Continued (In thousands, except share and per share data) Fair Value Measurement The Company accounts for items measured at fair value in accordance with ASC Topic 820, Fair Value Measurements and Disclosures. ASC 820’s valuation techniques are based on observable and unobservable inputs. Observable inputs reflect readily obtainable data from independent sources, while unobservable inputs reflect our market assumptions. ASC 820 classifies these inputs into the following hierarchy: Level 1 Inputs– Quoted prices for identical instruments in active markets. Level 2 Inputs– Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable. Level 3 Inputs– Instruments with primarily unobservable value drivers. We believe that the carrying amounts of our current assets and current liabilities approximate fair value due to the short-term nature of these items. The recurring estimate of the fair value of our notes payable for disclosure purposes (see Note 10) involves Level 3 inputs. Our primary non-recurring fair value estimates typically involve business acquisitions (Note 3) which involve a combination of Level 2 and Level 3 inputs, and asset impairments (Note 15) which utilize Level 3 inputs. 5. Accounts Receivable Accounts receivable consists of the following: Gross accounts receivable Allowance for doubtful accounts Net accounts receivable Activity in the allowance for doubtful accounts was as follows: November 24, 2018 November 25, 2017 $ $ 19,809 $ (754) 19,055 $ 20,257 (617) 19,640 2018 2017 Balance, beginning of the year Acquired allowance on accounts receivable (Note 3) Additions charged to expense (recoveries) Reductions to allowance, net Balance, end of the year $ $ 617 $ 50 339 (252) 754 $ 799 - (59) (123) 617 We believe that the carrying value of our net accounts receivable approximates fair value. The inputs into these fair value estimates reflect our market assumptions and are not observable. Consequently, the inputs are considered to be Level 3 as specified in the fair value hierarchy in ASC Topic 820, Fair Value Measurements and Disclosures. See Note 4. 33 Notes to Consolidated Financial Statements – Continued (In thousands, except share and per share data) 6. Inventories Inventories consist of the following: Wholesale finished goods Work in process Raw materials and supplies Retail merchandise Total inventories on first-in, first-out method LIFO adjustment Reserve for excess and obsolete inventory November 24, 2018 November 25, 2017 $ $ 30,750 $ 432 15,503 27,599 74,284 (8,326 ) (1,766 ) 64,192 $ 26,145 388 11,808 26,173 64,514 (8,143) (1,895) 54,476 We source a significant amount of our wholesale product from other countries. During 2018, 2017 and 2016, purchases from our two largest vendors located in Vietnam and China were $24,073, $21,977and $19,128 respectively. We estimate an inventory reserve for excess quantities and obsolete items based on specific identification and historical write- offs, taking into account future demand, market conditions and the respective valuations at LIFO. The need for these reserves is primarily driven by the normal product life cycle. As products mature and sales volumes decline, we rationalize our prduct offerings to respond to consumer tastes and keep our product lines fresh. If actual demand or market conditions in the future are less favorable than those estimated, additional inventory write-downs may be required. In determining reserves, we calculate separate reserves on our wholesale and retail inventories. Our wholesale inventories tend to carry the majority of the reserves for excess quantities and obsolete inventory due to the nature of our distribution model. These wholesale reserves primarily represent design and style obsolescence. Typically, product is not shipped to our retail warehouses until a consumer has ordered and paid a deposit for the product. We do not typically hold retail inventory for stock purposes. Consequently, floor sample inventory and inventory for delivery to customers account for the majority of our inventory at retail. Retail reserves are based on accessory and clearance floor sample inventory in our stores and any inventory that is not associated with a specific customer order in our retail warehouses. Activity in the reserves for excess quantities and obsolete inventory by segment are as follows: Wholesale Segment Retail Segment Total Balance at November 26, 2016 Additions charged to expense Write-offs Balance at November 25, 2017 Acquired reserve on inventory (Note 3) Additions charged to expense Write-offs Balance at November 24, 2018 $ $ 1,061 $ 1,757 (1,200) 1,618 110 1,884 (2,112) 1,500 $ 289 $ 475 (487) 277 - 425 (436) 266 $ 1,350 2,232 (1,687) 1,895 110 2,309 (2,548) 1,766 34 Notes to Consolidated Financial Statements – Continued (In thousands, except share and per share data) 7. Property and Equipment Property and equipment consist of the following: Land Buildings and leasehold improvements Machinery and equipment Property and equipment at cost Less accumulated depreciation Property and equipment, net November 24, 2018 November 25, 2017 $ $ 9,908 $ 124,449 108,379 242,736 (137,873 ) 104,863 $ 10,908 117,185 102,619 230,712 (127,468) 103,244 The net book value of our property and equipment by reportable segment is a follows: Wholesale Retail - Company-owned stores Logistical Services Total property and equipment, net November 24, 2018 November 25, 2017 $ $ 26,511 $ 61,380 16,972 104,863 $ 25,277 58,454 19,513 103,244 Depreciation expense associated with the property and equipment shown above was included in income from operations in our consolidated statements of income as follows: Cost of goods sold (wholesale segment) Selling, general and adminstrative expenses: 2018 2017 2016 $ 1,264 $ 989 $ 748 Wholesale segment Retail segment Logistical services segment Total included in selling, general and adminstrative expenses Total depreciation expense included in income from operations $ 1,666 7,060 3,747 12,473 13,737 $ 1,531 7,080 3,987 12,598 13,587 $ 1,154 6,880 3,614 11,648 12,396 35 Notes to Consolidated Financial Statements – Continued (In thousands, except share and per share data) 8. Goodwill and Other Intangible Assets Goodwill and other intangible assets consisted of the following: Intangibles subject to amortization: Customer relationships Technology - customized applications November 24, 2018 Gross Carrying Amount Accumulated Amortization Intangible Assets, Net $ 3,550 $ 834 (829 ) $ (456 ) 2,721 378 Total intangible assets subject to amortization 4,384 (1,285 ) 3,099 Intangibles not subject to amortization: Trade names Goodwill 9,338 16,043 - - 9,338 16,043 Total goodwill and other intangible assets $ 29,765 $ (1,285 ) $ 28,480 Intangibles subject to amortization: Customer relationships Technology - customized applications November 25, 2017 Gross Carrying Amount Accumulated Amortization Intangible Assets, Net $ 3,038 $ 834 (574 ) $ (337 ) 2,464 497 Total intangible assets subject to amortization 3,872 (911 ) 2,961 Intangibles not subject to amortization: Trade names Goodwill 2,490 11,900 - - 2,490 11,900 Total goodwill and other intangible assets $ 18,262 $ (911 ) $ 17,351 Changes in the carrying amounts of goodwill by reportable segment were as follows: Wholesale Retail Logistics Total Balance as of November 26, 2016 Goodwill arising from store acquisition (Note 3) $ 4,839 $ 206 1,820 $ 106 4,929 $ - 11,588 312 Balance as of November 25, 2017 Goodwill arising from Lane Venture acquisition (Note 3) 5,045 4,143 1,926 - 4,929 - 11,900 4,143 Balance as of November 24, 2018 $ 9,188 $ 1,926 $ 4,929 $ 16,043 There were no accumulated impairment losses on goodwill as of November 24, 2018, November 25, 2017 or November 26, 2016. 36 Notes to Consolidated Financial Statements – Continued (In thousands, except share and per share data) The weighted average useful lives of our finite-lived intangible assets and remaining amortization periods as of November 24, 2018 are as follows: Remaining Amortization Period in Years Useful Life in Years Customer relationships Technology - customized applications 14 7 11 3 Amortization expense associated with intangible assets during fiscal 2018, 2017 and 2016 was $374, $322 and $322, respectively and is included in selling, general and administrative expense in our consolidated statement of income. All expense arising from the amortization of intangible assets is associated with our logistical services segment except for $51 in fiscal 2018 associated with our wholesale segment arising from Lane Venture (Note 3). Estimated future amortization expense for intangible assets that exist at November 24, 2018 is as follows: Fiscal 2019 Fiscal 2020 Fiscal 2021 Fiscal 2022 Fiscal 2023 Thereafter $ 379 379 379 279 259 1,424 Total $ 3,099 9. Unconsolidated Affiliated Companies International Market Centers, L.P. In connection with the sale of our interest in International Home Furnishings Center, Inc. on May 2, 2011, we acquired a minority interest in International Market Centers, L.P. (“IMC”) in exchange for $1,000. Our investment in IMC was included in other long-term assets in our consolidated balance sheet as of November 26, 2016 and was accounted for using the cost method as we did not have significant influence over IMC. During fiscal 2017 IMC was sold resulting in the redemption of our entire interest for total proceeds of $1,954 resulting in a gain of $954 which is included in gain on sale of investments in our consolidated statement of income. Other In 1985, we acquired a minority interest in a privately-held, start-up provider of property and casualty insurance for $325. We have accounted for this investment on the cost method and it was included in other long-term assets in our consolidated balance sheet as of November 26, 2016. During fiscal 2017 we sold our entire interest for $3,592 in cash, resulting in a gain of $3,267 which is included in gain on sale of investments in our consolidated statement of income. 37 Notes to Consolidated Financial Statements – Continued (In thousands, except share and per share data) 10. Notes Payable and Bank Credit Facility Our notes payable consist of the following: November 24, 2018 Real estate notes payable Less current portion $ Total long-term notes payable $ 292 (292) - November 25, 2017 Principal Balance Unamortized Discount Net Carrying Amount Zenith acquisition note payable Real estate notes payable $ 3,000 $ 747 Total notes payable Less current portion 3,747 (3,418) (13) $ - (13) 13 2,987 747 3,734 (3,405) Total long-term notes payable $ 329 $ - $ 329 All remaining principal outstanding at November 24, 2018 will mature during fiscal 2019. Zenith Acquisition Note Payable The final installment of the Zenith acquisition note was paid in full on February 2, 2018. Interest expense resulting from the amortization of the discount was $13, $95 and $204 for fiscal 2018, 2017 and 2016, respectively. Real Estate Notes Payable Two of our retail real estate properties have been financed through commercial mortgages with interest rates of 6.73%. These mortgages are collateralized by the respective properties with net book values totaling approximately $5,599 and $5,727 at November 24, 2018 and November 25, 2017, respectively. The total balance outstanding under these mortgages was $293 and $747 at November 24, 2018 and November 25, 2017, respectively. The current portion of these mortgages due within one year was $293 and $418 as of November 24, 2018 and November 25, 2017, respectively. Fair Value We believe that the carrying amount of our notes payable approximates fair value at both November 24, 2018 and November 25, 2017. In estimating the fair value, we utilize current market interest rates for similar instruments. The inputs into these fair value calculations reflect our market assumptions and are not observable. Consequently, the inputs are considered to be Level 3 as specified in the fair value hierarchy in ASC Topic 820, Fair Value Measurements and Disclosures. See Note 4. Bank Credit Facility Effective November 15, 2018, we amended the credit facility with our bank, increasing line of credit of up to $25,000. This amended credit facility, which matures in December of 2021, is unsecured and contains covenants requiring us to maintain certain key financial ratios. We are in compliance with all covenants under the facility and expect to remain in compliance for the foreseeable future. 38 Notes to Consolidated Financial Statements – Continued (In thousands, except share and per share data) We have $2,798 outstanding under standby letters of credit against our line, leaving availability under our credit line of $22,202. In addition, we have outstanding standby letters of credit with another bank totaling $381. Total interest paid during fiscal 2018, 2017 and 2016 was $88, $139 and $353, respectively. 11. Post-Employment Benefit Obligations Management Savings Plan On May 1, 2017, our Board of Directors, upon the recommendation of the Organization, Compensation and Nominating Committee (the “Committee”), adopted the Bassett Furniture Industries, Incorporated Management Savings Plan (the “Plan”).The Plan is an unfunded, nonqualified deferred compensation plan maintained for the benefit of certain highly compensated or management level employees. The Plan is an account-based plan under which (i) participants may defer voluntarily the payment of current compensation to future years (“participant deferrals”) and (ii) the Company may make annual awards to participants payable in future years (“Company contributions”). The Plan permits each participant to defer up to 75% of base salary and up to 100% of any incentive compensation or other bonus, which amounts would be credited to a deferral account established for the participant. Such deferrals will be fully vested at the time of the deferral. Participant deferrals will be indexed to one or more deemed investment alternatives chosen by the participant from a range of alternatives made available under the Plan. Each participant’s account will be adjusted to reflect gains and losses based on the performance of the selected investment alternatives. A participant may receive distributions from the Plan: (1) upon separation from service, in either a lump sum or annual installment payments over up to a 15 year period, as elected by the participant, (2) upon death or disability, in a lump sum, or (3) on a date or dates specified by the participant (“scheduled distributions”) with such scheduled payments made in either a lump sum or substantially equal annual installments over a period of up to five years, as elected by the participant. Participant contributions commenced during the third quarter of fiscal 2017. Company contributions will vest in full (1) on the third anniversary of the date such amounts are credited to the participant’s account, (2) the date that the participant reaches age 63 or (3) upon death or disability. Company contributions are subject to the same rules described above regarding the crediting of gains or losses from deemed investments and the timing of distributions. Expense associated with the Company contribution was $102 and $55 for fiscal 2018 and 2017, respectively. Our liability for Company contributions and participant deferrals at November 24, 2018 and November 25, 2017 was $749 and $55, respectively, and is included in post-employment benefit obligations in our consolidated balance sheets. On May 2, 2017, we made Long Term Cash Awards (“LTC Awards”) totaling $2,000 under the Plan to certain management employees in the amount of $400 each. The LTC Awards vest in full on the first anniversary of the date of the award if the participant has reached age 63 by that time, or, if later, on the date the participant reaches age 63, provided in either instance that the participant is still employed by the Company at that time. If not previously vested, the awards will also vest immediately upon the death or disability of the participant prior to the participant’s separation from service. The awards will be payable in 10 equal annual installments following the participant’s death, disability or separation from service. We are accounting for the LTC Awards as a defined benefit pension plan. During fiscal 2018 and 2017, we invested $900 and $431 in life insurance policies covering all participants in the Plan. At November 24, 2018, these policies have a net death benefit of $14,998 for which the Company is the sole beneficiary. These policies are intended to provide a source of funds to meet the obligations arising from the deferred compensation and LTC Awards under the Plan, and serve as an economic hedge of the financial impact of changes in the liabilities. They are held in an irrevocable trust but are subject to claims of creditors in the event of the Company’s insolvency. Supplemental Retirement Income Plan We have an unfunded Supplemental Retirement Income Plan (the “Supplemental Plan”) that covers one current and certain former executives. Upon retirement, the Supplemental Plan provides for lifetime monthly payments in an amount equal to 65% of the participant’s final average compensation as defined in the Supplemental Plan, which is reduced by certain social security benefits to be received and other benefits provided by us. The Supplemental Plan also provides a death benefit that is calculated as (a) prior to retirement death, which pays the beneficiary 50% of final average annual compensation for a period of 120 months, or (b) post-retirement death, which pays the beneficiary 200% of final average compensation in a single payment. We own life insurance policies on these executives with a current net death benefit of $2,813 at November 39 Notes to Consolidated Financial Statements – Continued (In thousands, except share and per share data) 24, 2018 and we expect to substantially fund this death benefit through the proceeds received upon the death of the executive. Funding for the remaining cash flows is expected to be provided through operations. There are no benefits payable as a result of a termination of employment for any reason other than death or retirement, other than a change of control provision which provides for the immediate vesting and payment of the retirement benefit under the Supplemental Plan in the event of an employment termination resulting from a change of control. Aggregated summarized information for the Supplemental Plan and the LTC Awards, measured as of the end of each year presented, is as follows: Change in Benefit Obligation: Projected benefit obligation at beginning of year Service cost Interest cost Actuarial (gains) losses Benefits paid Projected benefit obligation at end of year Accumulated Benefit Obligation Discount rate used to value the ending benefit obligations: Amounts recognized in the consolidated balance sheet: Current liabilities Noncurrent liabilities Total amounts recognized Amounts recognized in accumulated other comprehensive income: Transition obligation Prior service cost Actuarial loss Net amount recognized Total recognized in net periodic benefit cost and accumulated other comprehensive income: 2018 2017 12,322 $ 196 418 (616) (668) 11,652 $ 11,863 1,117 449 (447) (660) 12,322 11,559 $ 11,531 4.00% 3.50% 798 $ 10,854 11,652 $ - $ 806 2,408 3,214 $ 778 11,544 12,322 42 858 3,286 4,186 (2) $ 1,119 $ $ $ $ $ $ $ $ 40 Notes to Consolidated Financial Statements – Continued (In thousands, except share and per share data) 2018 2017 2016 Components of Net Periodic Pension Cost: Service cost Interest cost Amortization of transition obligation Amortization of prior service cost Amortization of other loss $ 196 $ 418 42 126 262 146 $ 423 42 - 323 Net periodic pension cost $ 1,044 $ 934 $ 105 374 42 - 195 716 Assumptions used to determine net periodic pension cost: Discount rate Increase in future compensation levels Estimated Future Benefit Payments (with mortality): Fiscal 2019 Fiscal 2020 Fiscal 2021 Fiscal 2022 Fiscal 2023 Fiscal 2024 through 2028 3.50% 3.00% 3.75% 3.00% 3.75% 3.00% 798 748 698 1,003 948 3,935 Of the $3,214 recognized in accumulated other comprehensive income at November 24, 2018, amounts expected to be recognized as components of net periodic pension cost during fiscal 2019 are as follows: Prior service cost Other loss $ Total expected to be amortized to net periodic pension cost in 2019 $ 126 184 310 The components of net periodic pension cost other than the service cost component are included in other loss, net in our consolidated statements of income. Deferred Compensation Plan We have an unfunded Deferred Compensation Plan that covers one current and certain former executives and provides for voluntary deferral of compensation. This plan has been frozen with no additional participants or benefits permitted. We recognized expense of $216, $216, and $228 in fiscal 2018, 2017, and 2016, respectively, associated with the plan. Our liability under this plan was $1,837 and $1,916 as of November 24, 2018 and November 25, 2017, respectively. The non- current portion of this obligation is included in post-employment benefit obligations in our consolidated balance sheets, with the current portion included in accrued compensation and benefits. Defined Contribution Plan We have a qualified defined contribution plan (Employee Savings/Retirement Plan) that covers substantially all employees who elect to participate and have fulfilled the necessary service requirements. Employee contributions to the Plan are matched at the rate of 25% of up to 8% of gross pay, regardless of years of service. Expense for employer matching contributions was $1,128, $1,068 and $865 during fiscal 2018, 2017 and 2016, respectively. The increase in contribution expense for fiscal 2018 over fiscal 2017 was largely due to a larger contribution base due to general compensation level increases. The increase in contribution expense for fiscal 2017 over fiscal 2016 was largely due to a larger contribution base due to increased incentive compensation. 41 Notes to Consolidated Financial Statements – Continued (In thousands, except share and per share data) 12. Accumulated Other Comprehensive Loss The activity in accumulated other comprehensive loss for the fiscal years ended November 24, 2018 and November 25, 2017, which is comprised solely of post-retirement benefit costs related to our SERP and LTC Awards, is as follows: Balance at November 26, 2016 Recognition of prior service cost Actuarial gains Net pension amortization reclassified from accumulated other comprehensive loss Tax effects Balance at November 25, 2017 Reclassification of certain tax effects to retained earnings (1) Actuarial gains Net pension amortization reclassified from accumulated other comprehensive loss Tax effects Balance at November 24, 2018 $ $ (2,553) (932) 448 447 20 (2,570) (545) 616 430 (269) (2,338) (1) See Note 2 regarding the adoption of ASU 2018-02 which resulted in the transfer of certain tax effects carried over from prior years to retained earnings as of the beginning of fiscal 2018. 13. Capital Stock and Stock Compensation We account for our stock-based employee and director compensation plans in accordance with ASC 718, Compensation – Stock Compensation. ASC 718 requires recognition of the cost of employee services received in exchange for an award of equity instruments in the financial statements over the period the employee is required to perform the services in exchange for the award (presumptively the vesting period) which we recognize on a straight-line basis. Compensation expense related to restricted stock and stock options included in selling, general and administrative expenses in our consolidated statements of income for fiscal 2018, 2017 and 2016 was as follows: Stock-based compensation expense $ 1,133 $ 1,028 $ 903 2018 2017 2016 Incentive Stock Compensation Plans On April 14, 2010, our shareholders approved the Bassett Furniture Industries, Incorporated 2010 Stock Incentive Plan which was amended and restated effective January 13, 2016 (the “2010 Plan”). All present and future non-employee directors, key employees and outside consultants for the Company are eligible to receive incentive awards under the 2010 Plan. Our Organization, Compensation and Nominating Committee (the “Compensation Committee”) selects eligible key employees and outside consultants to receive awards under the 2010 Plan in its discretion. Our Board of Directors or any committee designated by the Board of Directors selects eligible non-employee directors to receive awards under the 2010 Plan in its discretion. 1,250,000 shares of common stock are reserved for issuance under the 2010 Plan as amended. Participants may receive the following types of incentive awards under the 2010 Plan: stock options, stock appreciation rights, payment shares, restricted stock, restricted stock units and performance shares. Stock options may be incentive stock options or non-qualified stock options. Stock appreciation rights may be granted in tandem with stock options or as a freestanding award. Non- employee directors and outside consultants are eligible to receive restricted stock and restricted stock units only. We expect to issue new common stock upon the exercise of options. The fair value of each option award is estimated on the date of grant using the Black-Scholes option pricing model. The risk free rate is based on the U.S. Treasury rate for the expected life at the time of grant, volatility is based on the average long- term implied volatilities of peer companies, the expected life is based on the estimated average of the life of options using the simplified method. Forfeitures are recognized as they occur. We utilize the simplified method to determine the expected life of our options due to insufficient exercise activity during recent years as a basis from which to estimate future exercise patterns. 42 Notes to Consolidated Financial Statements – Continued (In thousands, except share and per share data) Stock Options There were no new grants of options made in 2018, 2017 or 2016. Changes in the outstanding options under our plans during the year ended November 24, 2018 were as follows: Weighted Average Exercise Price Per Share Number of Shares Outstanding at November 25, 2017 Granted Exercised Forfeited/Expired Outstanding at November 24, 2018 Exercisable at November 24, 2018 11,750 $ - (3,400) - 8,350 8,350 $ 8.02 - 8.02 - 8.02 8.02 All remaining options outstanding at November 24, 2018 are exercisable at $8.02 per share with a remaining contractual life of 2.6 years and an aggregate intrinsic value of $102. There were no non-vested options outstanding under our plans during the year ended November 24, 2018. Additional information regarding activity in our stock options during fiscal 2018, 2017 and 2016 is as follows: 2018 2017 2016 Total intrinsic value of options exercised Total cash received from the exercise of options Excess tax benefits recognized in income tax expense upon the exercise of options $ 75 $ 27 16 564 $ 310 188 124 114 41 Restricted Shares Changes in the outstanding non-vested restricted shares during the year ended November 24, 2018 were as follows: Non-vested restricted shares outstanding at November 25, 2017 Granted Vested Forfeited Non-vested restricted shares outstanding at November 24, 2018 Number of Shares Weighted Average Grant Date Fair Value Per Share 99,138 $ 45,036 (63,138) - 81,036 $ 23.87 34.41 20.92 - 32.03 Restricted share awards granted in fiscal 2018 included the grant of 36,000 shares on January 11, 2018 which were subject to a performance condition as well as a service condition. The performance condition was based on a measure of the Company’s operating cash flow for 2018 and has now been satisfied. The awards will remain subject to an additional two- year service requirement and will vest on the third anniversary of the grant. The remaining grants for 2018 consisted of 6,036 restricted shares granted to our non-employee directors on March 8, 2018 which will vest on the first anniversary of the grant, and 3,000 restricted shares granted to an employee on October 2, 2018 which will vest on the third anniversary of the grant. During fiscal 2018, 63,138 restricted shares were vested and released, of which 56,600 shares had been granted to employees and 6,538 shares to directors. Of the shares released to employees, 19,810 shares were withheld by the Company to cover withholding taxes of $674. During fiscal 2017 and 2016, 21,210 shares and 2,940 shares, respectively, were withheld to cover 43 Notes to Consolidated Financial Statements – Continued (In thousands, except share and per share data) withholding taxes of $641 and $77, respectively, arising from the vesting of restricted shares. During fiscal 2018, 2017 and 2016, excess tax benefits of $207, $366 and $46, respectively, were recognized within income tax expense upon the release of vested shares. Additional information regarding our outstanding non-vested restricted shares at November 24, 2018 is as follows: Grant Date Restricted Shares Outstanding Share Value at Grant Date Per Share Remaining Restriction Period (Years) January 10, 2017 January 11, 2018 March 8, 2018 October 2, 2018 36,000 $ 36,000 6,036 3,000 81,036 29.05 35.75 33.07 20.97 1.1 2.1 0.3 2.9 Unrecognized compensation cost related to these non-vested restricted shares at November 24, 2018 is $1,627, substantially all of which is expected to be recognized over approximately a two year period. Employee Stock Purchase Plan In 2000, we adopted and implemented an Employee Stock Purchase Plan (“2000 ESPP”) that allows eligible employees to purchase a limited number of shares of our stock at 85% of market value. Under the 2000 ESPP we sold 8,502 shares to employees in fiscal 2016, which resulted in an immaterial amount of compensation expense. The 2000 ESPP reached the cumulative number of shares authorized for purchase under the plan during the third quarter of fiscal 2016. In March of 2017 we adopted and implemented the 2017 Employee Stock Purchase Plan (“2017 ESPP”) that allows eligible employees to purchase a limited number of shares of our stock at 85% of market value. Under the 2017 ESPP we sold 14,967 and 6,275 shares to employees during fiscal 2018 and 2017, respectively, which resulted in an immaterial amount of compensation expense. There are 228,758 shares remaining available for sale under the 2017 ESPP at November 24, 2018. 14. Income Taxes The components of the income tax provision are as follows: Current: Federal State Deferred: Federal State Total 2018 2017 2016 $ (1,137 ) $ 462 7,887 $ 2,035 3,728 896 4,747 (84 ) 3,988 $ (200) (102) 9,620 $ 4,559 765 9,948 $ On December 22, 2017, The Tax Cuts and Jobs Act (the “Act”) was signed into law. The Act reduced the federal statutory corporate income tax rate from 35% to 21% effective January 1, 2018 for all corporate taxpayers, while most other provisions of the Act take effect for fiscal years beginning on or after January 1, 2018. Therefore, we computed our income tax expense for fiscal 2018 using a blended federal statutory rate of 22.2%. The 21% federal statutory rate, as well as certain other provisions of the Act including the elimination of the domestic manufacturing deduction and new limitations on certain business deductions, will apply to our 2019 fiscal year and thereafter. The federal rate reduction had a significant impact on our provision for income taxes for fiscal 2018 due to a discrete charge of $1,331 arising from the re-measurement of our 44 Notes to Consolidated Financial Statements – Continued (In thousands, except share and per share data) deferred tax assets. We believe that our accounting for the income tax effects of the Act is complete as of November 24, 2018. A reconciliation of the statutory federal income tax rate and the effective income tax rate, as a percentage of income before income taxes, is as follows: Statutory federal income tax rate Revaluation of deferred tax assets resulting from new enacted rates State income tax, net of federal benefit Excess tax benefits from stock-based compensation Other Effective income tax rate 22.2% 10.9 4.6 (1.5) (3.5) 32.7% 35.0% - 3.9 (1.8) (2.6) 34.5% 35.0% - 4.2 (0.3) (0.3) 38.6% 2018 2017 2016 Excess tax benefits in the amount of $223, $554 and $87 were recognized as a component of income tax expense during fiscal 2018, 2017 and 2016, respectively, resulting from the exercise of stock options and the release of restricted shares. The income tax effects of temporary differences and carryforwards, which give rise to significant portions of the deferred income tax assets and deferred income tax liabilities, are as follows: Deferred income tax assets: Trade accounts receivable Inventories Notes receivable Post employment benefit obligations State net operating loss carryforwards Unrealized loss from affiliates Net deferred rents Other Gross deferred income tax assets Valuation allowance Total deferred income tax assets Deferred income tax liabilities: Property and equipment Intangible assets Prepaid expenses and other November 24, 2018 November 25, 2017 $ 192 $ 1,755 109 3,619 218 15 3,199 1,290 10,397 - 10,397 5,353 1,060 718 239 2,606 550 5,555 583 69 3,906 1,878 15,386 - 15,386 5,426 1,185 382 Total deferred income tax liabilities 7,131 6,993 Net deferred income tax assets $ 3,266 $ 8,393 We have state net operating loss carryforwards available to offset future taxable state income of $4,647, which expire in varying amounts between 2021 and 2027. Realization is dependent on generating sufficient taxable income prior to expiration of the loss carryforwards. Income taxes paid, net of refunds received, during 2018, 2017 and 2016 were $1,431, $7,516, and $9,949, respectively. We regularly evaluate, assess and adjust our accrued liabilities for unrecognized tax benefits in light of changing facts and circumstances, which could cause the effective tax rate to fluctuate from period to period. Our accrued liabilities for uncertain tax benefits at November 24, 2018 and November 25, 2017 were not material. 45 Notes to Consolidated Financial Statements – Continued (In thousands, except share and per share data) Significant judgment is required in evaluating the Company's federal and state tax positions and in the determination of its tax provision. Despite our belief that the liability for unrecognized tax benefits is adequate, it is often difficult to predict the final outcome or the timing of the resolution of any particular tax matter. We may adjust these liabilities as relevant circumstances evolve, such as guidance from the relevant tax authority, or resolution of issues in the courts. These adjustments are recognized as a component of income tax expense in the period in which they are identified. The Company also cannot predict when or if any other future tax payments related to these tax positions may occur. We remain subject to examination for tax years 2015 through 2018 for all of our major tax jurisdictions. 15. Other Gains and Losses Gains on Sales of Retail Store Locations Selling, general and administrative expenses for the year ended November 24, 2018 includes a gain of $165 resulting from the sale of our retail store location in Spring, Texas for $2,463 in cash. The store was closed in October of 2018 and repositioned to a new location serving the Houston market in The Woodlands, Texas, which opened in November of 2018. Selling, general and administrative expenses for the year ended November 25, 2017 includes a gain of $1,220 resulting from the sale of our retail store location in Las Vegas, Nevada for $4,335 in cash. The store was closed in August of 2017 in preparation for its repositioning to a new location serving the Las Vegas market, in Summerlin, Nevada, which opened in January of 2018. Income from Antitrust Litigation Settlement Cost of furniture and accessories sold for the year ended November 26, 2016 includes the benefit of $1,428 of income we received from the settlement of class action litigation. This benefit is included in our wholesale segment. We were a member of the certified class of consumers that were plaintiffs in the Polyurethane Foam Antitrust Litigation against various producers of flexible polyurethane foam. The litigation alleged a price-fixing conspiracy in the flexible polyurethane foam industry that caused indirect purchasers to pay higher prices for products that contain flexible polyurethane foam. In 2015 a settlement was reached with several of the producers, though other producers named in the suit filed appeals blocking distribution of the settlement. In June of 2016 the final producer appeal was dismissed and we received $1,428 in cash representing our share of the settlement, which is included in cash provided by operating activities in our statement of cash flows for the year ended November 26, 2016. Asset Impairment Charges and Lease Exit Costs During fiscal 2018 income from operations included $469 of non-cash asset impairment charges recognized on the assets of an underperforming retail location in Torrance, California, and a $301 charge for the accrual of lease exit costs incurred in connection with the closing of a Company-owned retail store location in San Antonio, Texas at the end of fiscal 2018. There were no asset impairment charges or lease exit costs incurred against income from operations during fiscal 2017 or 2016. See Note 2 regarding non-operating impairment charges incurred in connection with our investments in retail real estate. 16. Leases and Lease Guarantees Leases We lease land and buildings that are used in the operation of our Company-owned retail stores as well as in the operation of certain of our licensee-owned stores, and we lease land and buildings at various locations throughout the continental United States for warehousing and distribution hubs used in our retail and logistical services segments. We also lease tractors and trailers used in our logistical services segment and local delivery trucks and service vans used in our retail segment. Our real estate lease terms range from one to 15 years and generally have renewal options of between five and 15 years. Some store leases contain contingent rental provisions based upon sales volume. Our transportation equipment leases have terms ranging from two to seven years with fixed monthly rental payments plus variable charges based upon mileage. The following 46 Notes to Consolidated Financial Statements – Continued (In thousands, except share and per share data) schedule shows future minimum lease payments under non-cancellable operating leases with terms in excess of one year as of November 24, 2018: Warehousing & Distribution Centers Retail Stores Transportation Equipment All Other Total $ 23,631 $ 23,073 20,597 18,166 15,964 50,117 $ 151,548 $ 4,999 $ 4,127 3,274 3,097 1,785 437 17,719 $ 3,398 $ 3,193 2,176 1,444 637 558 11,406 $ 1,693 $ 1,637 970 487 - - 33,721 32,030 27,017 23,194 18,386 51,112 4,787 $ 185,460 Fiscal 2019 Fiscal 2020 Fiscal 2021 Fiscal 2022 Fiscal 2023 Thereafter Total future minimum lease payments Lease expense was $38,970, $34,372 and $31,867 for 2018, 2017, and 2016, respectively. Lease expense for leases with escalating minimum payments over the lease term is recognized on a straight-line basis. Our liability for accrued straight-line rent expense was $5,844 and $4,821 at November 24, 2018 and November 25, 2017, respectively, and is included in other accrued liabilities in our consolidated balance sheets. Improvement allowances received from lessors at the inception of a lease are deferred and amortized over the term of the lease. The unamortized balance of such amounts was $6,716 and $5,264 at November 24, 2018 and November 25, 2017, respectively, with the non-current portion of $5,715 and $4,504, respectively, included in other liabilities in our consolidated balance sheets and the remaining current portion included in other accrued liabilities. In addition to subleasing certain of these properties, we own retail real estate which we in turn lease to licensee operators of BHF stores. We also own real estate for closed stores which we lease to non-licensees. The following schedule shows minimum future rental income related to pass-through rental expense on subleased property as well as rental income on real estate owned by Bassett. Fiscal 2019 Fiscal 2020 Fiscal 2021 Fiscal 2022 Fiscal 2023 Thereafter $ Total minimum future rental income $ 1,765 1,632 781 422 105 - 4,705 Real estate rental net loss (rental income less lease costs, depreciation, insurance, and taxes), related to licensee stores and other investment real estate, was $23, $48 and $59 in 2018, 2017 and 2016, respectively, and is reflected in other loss, net in the accompanying consolidated statements of income. Guarantees As part of the strategy for our store program, we have guaranteed certain lease obligations of licensee operators. Lease guarantees range from one to three years. We were contingently liable under licensee lease obligation guarantees in the amount of $2,021 and $2,743 at November 24, 2018 and November 25, 2017, respectively. In the event of default by an independent dealer under the guaranteed lease, we believe that the risk of loss is mitigated through a combination of options that include, but are not limited to, arranging for a replacement dealer, liquidating the collateral, and pursuing payment under the personal guarantees of the independent dealer. The proceeds of the above options are estimated to cover the maximum amount of our future payments under the guarantee obligations, net of reserves. The fair value of lease guarantees (an estimate of the cost to the Company to perform on these guarantees) at November 24, 2018 and November 25, 2017, were not material. 47 Notes to Consolidated Financial Statements – Continued (In thousands, except share and per share data) 17. Contingencies We are involved in various claims and actions which arise in the normal course of business. Although the final outcome of these matters cannot be determined, based on the facts presently known, it is our opinion that the final resolution of these matters will not have a material adverse effect on our financial position or future results of operations. 18. Earnings Per Share The following table sets forth the computation of basic and diluted earnings per share: Numerator: Net income Denominator: Denominator for basic income per share - weighted average shares Effect of dilutive securities Denominator for diluted income per share — weighted average 2018 2017 2016 $ 8,218 $ 18,256 $ 15,829 10,651,351 10,649,225 10,732,217 130,204 82,850 40,424 shares and assumed conversions 10,691,775 10,732,075 10,862,421 Basic income per share: Net income per share — basic Diluted income per share: Net income per share — diluted $ 0.77 $ 1.71 $ 1.47 $ 0.77 $ 1.70 $ 1.46 For fiscal 2018, 2017 and 2016, the following potentially dilutive shares were excluded from the computations as there effect was anti-dilutive: Unvested restricted shares 45,036 - 7,814 2018 2017 2016 19. Segment Information We have strategically aligned our business into three reportable segments as defined in ASC 280, Segment Reporting, and as described below: ● Wholesale. The wholesale home furnishings segment is involved principally in the design, manufacture, sourcing, sale and distribution of furniture products to a network of Bassett stores (Company-owned and licensee-owned stores 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. Our wholesale segment also includes our holdings of short- term investments and retail real estate previously leased as licensee stores. The earnings and costs associated with these assets are included in other loss, net, in our consolidated statements of income. ● Retail – Company-owned stores. Our retail segment consists of Company-owned stores and includes the revenues, expenses, assets and liabilities and capital expenditures directly related to these stores and the Company-owned distribution network utilized to deliver products to our retail customers. ● Logistical services. With our acquisition of Zenith on February 2, 2015, we created the logistical services operating segment which reflects the operations of Zenith. In addition to providing shipping and warehousing services for the Company, Zenith also provides similar services to other customers, primarily in the furniture industry. Revenue from the performance of these services to other customers is included in logistics revenue in our consolidated statement of income. Zenith’s operating costs are included in selling, general and administrative expenses and total $81,468, $80,068 and $79,725 for fiscal 2018, 2017 and 2016, respectively. 48 Notes to Consolidated Financial Statements – Continued (In thousands, except share and per share data) During the fourth quarter of fiscal 2018, we substantially completed transferring operational control of home delivery services for BHF stores from Zenith to our retail segment, including the transfer of the assets and many of the employees used in providing that service. Accordingly, the results for the retail and logistical services segments for all periods presented have been restated to present the depreciation and amortization, capital expenditures and identifiable assets associated with home delivery services formerly provided by Zenith to the Bassett retail segment as though they had been incurred within the retail segment, and intercompany revenues for those services are no longer included in the logistical services segment. The impact of the restatement upon the income (loss) from operations for both the logistical services and retail segments was not material. Concurrently with the transfer of home delivery operations to retail, Zenith also ceased providing such services to third party customers. Revenues from Zenith’s home delivery services formerly provided to third party customers and the associated costs thereof continue to be reported in the logistical services segment. Zenith continues to provide other intercompany shipping and warehousing services to Bassett which are eliminated in consolidation. Inter-company sales elimination represents the elimination of wholesale sales to our Company-owned stores and the elimination of Zenith logistics revenue from our wholesale segment. Inter-company income elimination includes the embedded wholesale profit in the Company-owned store inventory that has not been realized. These profits will be recorded when merchandise is delivered to the retail consumer. The inter-company income elimination also includes rent paid by our retail stores occupying Company-owned real estate, and the elimination of shipping and handling charges from Zenith for services provided to our wholesale operations. The following table presents segment information for each of the last three fiscal years: Net Sales Wholesale Retail Logistical services Inter-company eliminations: Furniture and accessories Logistical services Consolidated Income (loss) from Operations Wholesale Retail Logistical services Inter-company elimination Lease exit costs Asset impairment charges Consolidated income from operations Depreciation and Amortization Wholesale Retail Logistical services Consolidated Capital Expenditures Wholesale Retail Logistical services Consolidated Identifiable Assets Wholesale Retail Logistical services Consolidated 2018 2017 2016 $ 255,958 $ 268,883 82,866 249,193 $ 268,264 83,030 240,346 254,667 83,236 (122,372) (28,480) 456,855 $ (119,360) (28,624) 452,503 $ (117,817) (28,394) 432,038 12,274 $ (312) 1,398 1,494 (301) (469) 14,084 $ 19,121 $ 3,490 2,962 1,445 - - 27,018 $ 18,672 4,333 3,511 1,677 - - 28,193 3,038 $ 6,096 4,069 13,203 $ 2,648 $ 6,355 4,309 13,312 $ 2,053 6,260 3,936 12,249 4,194 $ 12,769 1,338 18,301 $ 4,875 $ 8,108 2,517 15,500 $ 7,232 5,932 8,337 21,501 144,209 $ 96,241 51,191 291,641 $ 152,181 $ 90,186 51,381 293,748 $ 139,477 90,091 48,699 278,267 $ $ $ $ $ $ $ $ $ 49 Notes to Consolidated Financial Statements – Continued (In thousands, except share and per share data) A breakdown of wholesale sales by product category for each of the last three fiscal years is provided below: Wood Upholstery 2018 2017 2016 35% 65% 100% 35% 65% 100% 37% 63% 100% 20. Quarterly Results of Operations Sales revenue: Furniture and accessories Logistics Total sales revenue Cost of furniture and accessories sold Income from operations Net income (loss) Basic earnings (loss) per share Diluted earnings (loss) per share Sales revenue: Furniture and accessories Logistics Total sales revenue Cost of furniture and accessories sold Income from operations Net income Basic earnings per share Diluted earnings per share 2018 First Quarter (1) Second Quarter (2) Third Quarter Fourth Quarter (3) $ $ 96,123 $ 14,149 110,272 43,269 2,050 (913) (0.09) (0.09) 102,675 $ 14,305 116,980 45,660 5,663 4,289 0.40 0.40 2017 99,807 $ 13,149 112,956 44,821 4,324 2,945 0.28 0.28 103,864 12,783 116,647 45,831 2,047 1,897 0.18 0.18 First Quarter Second Quarter (4) Third Quarter (5) Fourth Quarter (6) 93,698 $ 12,194 105,892 41,898 4,664 2,861 0.27 0.27 100,294 $ 13,831 114,125 44,981 7,600 5,842 0.55 0.54 100,152 $ 14,109 114,261 45,320 7,260 4,579 0.43 0.43 103,953 14,272 118,225 45,380 7,494 4,974 0.46 0.46 All quarters shown above for fiscal 2018 and 2017 consist of 13 week fiscal periods. (1) Net income includes a $2,157 charge to income tax expense arising from the remeasurement of our deferred tax assets due to the reduction in the Federal statutory income tax rate included in the Tax Cuts and Jobs Act. (see Note 14). (2) Income from operations includes a gain of $165 from the sale of our Spring, Texas retail store Isee Note 15). Net income includes a benefit of $155 in income tax expense arising from additional adjustments to the remeasurement of our deferred tax assets resulting from the Act (see Note 14). (3) Income from operations includes a $469 asset impairment charge related to our Torrance, California retail store and a $301 charge for lease exit costs related to the closing of a store in San Antonio, Texas (see Note 15). Net income includes a $704 tax benefit arising from the final adjustment to our interim estimates of the impact of reduced federal income tax rates on the valuation of our deferred tax assets (see Note 14). (4) Net income includes a gain of $2,026 from the sale of an investment, net of related income tax effects of approximately $1,241 (see Note 9), and a loss of $672, net of related income tax effects of approximately $412, resulting from the impairment of retail real estate (see Note 2). (5) Income from operations included a gain of $1,220 from the sale of our Las Vegas, Nevada retail store (see Note 15). (6) Net income includes a gain of $591 from the disposition of our interest in IMC, net of related income tax effects of approximately $363 (see Note 9). 50 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. (In thousands) 2018 2017 2016 2015 2014 Net sales Operating income Other income (loss), net Income before income taxes Income tax expense Net income Diluted earnings per share Cash dividends declared Cash dividends per share Total assets Long-term debt Current ratio Book value per share $ 456,855 (1) $ 14,084 (2) $ $ $ (1,878) $ 27,876 12,206 $ $ 9,620 3,988 (5) $ $ 18,256 $ 8,218 $ 1.70 $ 0.77 $ 8,266 $ 5,041 $ 0.77 $ $ 0.47 293,748 $ $ 291,641 $ $ 329 - 1.91 to 1 1.82 to 1 17.83 $ 18.08 $ 430,927 (1) $ 340,738 432,038 (1) $ 452,503 (1) $ 15,131 25,989 (2) $ 28,193 (2) $ 27,018 (2) $ (524) 5,879 (4) $ (2,416)(4) $ 858 (3) $ 14,607 $ 31,868 $ 25,777 $ 5,308 $ 11,435 $ 9,948 $ 9,299 $ 20,433 $ 15,829 $ 0.87 $ 1.88 $ 1.46 $ 5,085 $ 5,868 $ 7,345 $ $ 0.54 0.48 $ 0.68 $ $ 240,746 282,543 $ 278,267 $ $ $ $ 1,902 8,500 3,821 1.95 to 1 1.84 to 1 1.83 to 1 14.95 $ 16.25 $ 16.85 $ (1) Fiscal 2018, 2017, 2016 and 2015 included logistical services revenue from Zenith in the amount of $54,386, $54,406, $54,842 and $43,522, respectively, since the acquisition of Zenith on February 2, 2015. (2) Fiscal 2018 operating income includes restructuring and asset impairment charges and lease exit costs totaling $770. Fiscal 2017 operating income includes a gain of $1,220 resulting from the sale of our retail store in Las Vegas, Nevada. Fiscal 2016 operating income includes the benefit of a $1,428 award received from the settlement of class action litigation. Fiscal 2015 included restructuring and asset impairment charges and lease exit costs totaling $974. See Note 15 to the Consolidated Financial Statements for additional information related to each of these items. (3) Fiscal 2017 includes $4,221 of gains resulting from the sale of investments (see Note 9 to the Consolidated Financial Statements), an impairment charge of $1,084 retail real estate held for investment (see Note 2 to the Consolidated Financial Statements). (4) Fiscal 2015 includes a remeasurement gain of $7,212 arising from our acquisition of Zenith. Fiscal 2015 and 2014 include $240 and $1,156 of income received from the Continued Dumping and Subsidy Offset Act (“CDSOA”), respectively. (5) Fiscal 2018 income tax expense includes a charge of $1,331 resulting from the remeasurement of our deferred tax assets following the reduction of federal income tax rates with the enactment of the Tax Cuts and Jobs Act (see Note 14 to the Consolidated Financial Statements). 51 Bassett Furniture Industries, Incorporated Schedule II Analysis of Valuation and Qualifying Accounts For the Years Ended November 24, 2018, November 25, 2017 and November 26, 2016 (amounts in thousands) Additions Charged to Cost and Expenses Balance Beginning of Period Deductions (1) Other Balance End of Period For the Year Ended November 26, 2016: Reserve deducted from assets to which it applies Allowance for doubtful accounts $ 1,175 $ (390) $ 14 $ - $ 799 Notes receivable valuation reserves $ 4,646 $ - $ (3,192) $ - $ 1,454 For the Year Ended November 25, 2017: Reserve deducted from assets to which it applies Allowance for doubtful accounts $ 799 $ (59) $ (123) $ - $ 617 Notes receivable valuation reserves $ 1,454 $ - $ - $ - $ 1,454 For the Year Ended November 24, 2018: Reserve deducted from assets to which it applies Allowance for doubtful accounts $ 617 $ 339 $ (252) $ 50 (2) $ 754 Notes receivable valuation reserves $ 1,454 $ - $ (1,077) $ - $ 377 (1) Deductions are for the purpose for which the reserve was created. (2) Represents reserves of acquired business at date of acquisition. 52 STOCKHOLDER RETURN PERFORMANCE GRAPH Presented below is a line graph comparing the yearly percentage change in the cumulative total stockholder return on the Company’s Common Stock against the cumulative total return of the Standard & Poor’s 500 Index and the Company’s peer group. The Company’s peer group consists of the following: American Woodmark, Inc. Culp, Inc. The Dixie Group, Inc. Ethan Allen Interiors, Inc. Flexsteel Industries, Inc. Haverty Furniture Companies, Inc. Hooker Furniture Corporation Kimball International, Inc. Kirkland’s, Inc. La-Z-Boy Incorporated Nautilus, Inc. Tile Shop Holdings, Inc. This graph assumes that $100 was invested on November 30, 2013 in the Company’s Common Stock, the S&P Index and the peer group and that any dividends paid were invested. Assumes $100 Invested on November 30, 2013 Assumes Dividends Reinvested 53 Management’s Report of Internal Control over Financial Reporting As of the end of the period covered by this Annual Report on Form 10-K, our principal executive officer and principal financial officer have evaluated the effectiveness of our “disclosure controls and procedures” (“Disclosure Controls”). Disclosure Controls, as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are procedures that are designed to provide reasonable assurance that information required to be disclosed in our reports filed under the Exchange Act, such as this Annual Report, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure Controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the CEO and CFO, as appropriate to allow timely decisions regarding required disclosure. Our management, including the CEO and CFO, does not expect that our Disclosure Controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Based upon their controls evaluation, our CEO and CFO have concluded that our Disclosure Controls are effective at a reasonable assurance level. We are responsible for establishing and maintaining adequate internal control over financial reporting in accordance with Exchange Act Rule 13a-15. With the participation of our CEO and CFO, our management conducted an evaluation of the effectiveness of our internal control over financial reporting as of November 24, 2018 based on the criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that our internal control over financial reporting was effective as of November 24, 2018, based on those criteria. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. Ernst & Young LLP, the Company’s independent registered public accounting firm, has issued an attestation report on the effectiveness of the Company’s internal control over financial reporting. Bassett Furniture Industries, Inc. Bassett, Virginia January 17, 2019 54 Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of Bassett Furniture Industries, Incorporated and Subsidiaries Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Bassett Furniture Industries, Incorporated and Subsidiaries (the Company) as of November 24, 2018 and November 25, 2017, 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 24, 2018, and the related notes and financial statement schedule listed in the Index at Item 15(a)(2). (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at November 24, 2018 and November 25, 2017, and the results of its operations and its cash flows for each of the three years in the period ended November 24, 2018, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of November 24, 2018, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated January 17, 2019 expressed an unqualified opinion thereon. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. We have served as the Company’s auditor since 2002. Richmond, Virginia January 17, 2019 55 Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of Bassett Furniture Industries, Incorporated and Subsidiaries Opinion on Internal Control over Financial Reporting We have audited Bassett Furniture Industries, Incorporated and Subsidiaries’ internal control over financial reporting as of November 24, 2018, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), (the COSO criteria). In our opinion, Bassett Furniture Industries, Incorporated and Subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of November 24, 2018, based on the COSO criteria. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of November 24, 2018 and November 25, 2017, 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 24, 2018, and the related notes and schedule for each of the three years in the period ended November 24, 2018 and our report dated January 17, 2019 expressed an unqualified opinion thereon. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Richmond, Virginia January 17, 2019 56 T H I S P A G E I N T E N T I O N A L L Y L E F T B L A N K INVESTOR INFORMATION Internet Site Corporate Information and Investor Inquiries Our site on the Internet has been updated recently and is Our annual report and proxy statement together filled with information about Bassett Furniture, including contain much of the information presented in the this annual report, detailed financial information and Form 10-K report filed with the Securities and Exchange updates, information about our home furnishings Commission. Individuals who wish to receive the products, and a dealer locator of Bassett stores and other Form 10-K or other corporate literature should visit our stores that feature Bassett products. Visit us at website at bassettfurniture.com or contact Investor Relations, bassettfurniture.com. at 276.629.6000. Forward Looking Statements Transfer Agent - Stockholder Inquiries This Annual Report contains forward-looking statements Stockholders with inquiries relating to stockholder as defined in the Private Securities Litigation and Reform records, stock transfers, change of ownership, change of Act of 1995 and within the meaning of Sections 27A of address or dividend payments should write to: the Securities Exchange Act of 1933, as amended, and American Stock Transfer & Trust Company, LLC Section 21E of the Securities Exchange Act of 1934, as Operations Center https://www.google.com/ amended. When used in this Annual Report the words 6201 15th Avenue “hope,” “believe,” “expect,” “plan” or “planned,” “intend,” Brooklyn, NY 11219 “anticipate,” “potential” and similar expressions are Toll free: (800) 937-5449 intended to identify forward-looking statements. Readers Local & International: (718) 921-8124 are cautioned against placing undue reliance on these Email: info@astfinancial.com statements. Such statements, including but not limited to Web site: www.astfinancial.com those regarding increases in sales, growth in the number of Bassett stores, improving gross margins, growth in Annual Meeting earnings per share, and the operating performance of licensed The Bassett Annual Meeting of Shareholders will be held Bassett stores are based upon management’s beliefs, as well Wednesday, March 6, 2019 at 10 a.m. EST at the as assumptions made by and information currently available to Company’s headquarters in Bassett, VA. management, and involve various risks and uncertainties, certain of which are beyond the Company’s control. The Company’s Market and Dividend Information actual results could differ materially from those expressed in any Bassett’s common stock trades on the NASDAQ national forward-looking statement made by or on behalf of the Company. market system under the symbol “BSET.” We had 3,200 beneficial stockholders as of January 10, 2019. The range If the Company does not attain its goals, its business and of per share amounts for the high and low market results of operations might be adversely affected. For prices and dividends declared for the last two fiscal years a discussion of factors that may impair the Company’s are listed below: ability to achieve its goals, please see the cautionary statements in the Management’s Discussion and Analysis section of this Annual Report. MARKET PRICES OF COMMON STOCK DIVIDENDS DECLARED Quarter 2018 2017 2018 2017 HIGH LOW HIGH LOW First $40.30 $31.30 $31.65 $25.75 Second 34.35 27.48 31.60 24.95 Third 30.05 22.45 39.85 29.50 Fourth 23.40 18.86 41.30 34.60 $0.11 0.11 0.125 0.125 $0.10 $0.10 $0.1 1 $0.46 In September, Bassett opened it newest generation store concept in Frisco, Texas. The Design Studio gets a refresh with a large TV design presentation area and oversized wood finish samples. Touch screen kiosks throughout the store has boosted customer engagement by allowing them to interactively design custom furniture and explore all Bassett products. The center room shows custom upholstery, custom dining and accessories together to allow the customer to imagine designing a great room in their home. The Discovery Table boosted engagement with our popular Custom Dining program in new stores. BOARD OF DIRECTORS ROBERT H. SPILMAN, JR. Chairman of the Board and Chief Executive Officer Bassett Furniture Industries, Inc. JOHN R. BELK Former President and Chief Operating Officer Belk, Inc. Private Investor KRISTINA K. CASHMAN Chief Financial Officer Upward Projects, LLC PAUL FULTON Chairman Emeritus Bassett Furniture Industries, Inc. GEORGE W. HENDERSON, III Former Chairman and Chief Executive Officer Burlington Industries, Inc. OFFICERS J. WALTER MCDOWELL Former Chief Executive Officer Carolinas/Virginia Banking Wachovia Corporation WILLIAM C. WAMPLER, JR. Managing Member, WSWRS, LLC Former Member, Senate of Virginia WILLIAM C. WARDEN, JR. Lead Independent Director of Bassett Furniture Industries, Inc. Former Executive Vice President Lowe’s Companies, Inc. VIRGINIA W. HAMLET Founder and Owner Hamlet Vineyards, LLC ROBERT H. SPILMAN, JR. Chairman of the Board and Chief Executive Officer NICHOLAS C. GEE Vice President, Corporate Retail Sales DAVID C. BAKER Senior Vice President, Corporate Retail JAY R. HERVEY Vice President, Secretary, General Counsel JOHN E. BASSETT, III Senior Vice President, Wood MATTHEW S. JOHNSON Vice President, Sales BRUCE R. COHENOUR Senior Vice President, Sales and Merchandising KARA KELCHNER-STRONG Vice President, Strategic Transformation Officer J. MICHAEL DANIEL Senior Vice President and Chief Financial Officer MIKE R. KREIDLER Vice President, Upholstery Operations JACK L. HAWN, JR. Senior Vice President, Bassett President, Zenith MARK S. JORDAN Senior Vice President, Upholstery EDWIN C. AVERY, JR. Vice President, Upholstery Product Development KEVIN D. BLANCHARD Vice President, Chief Information Officer ZACHARY H. BRYANT President, Lane Venture KENA A. COHENOUR Vice President, Upholstery Merchandising JAY S. MOORE Vice President, Digital Marketing PETER D. MORRISON Vice President, Chief Creative Officer LOUIS C. MOSSOTTI, JR. Vice President, Corporate Retail – Southeast Region J. CARTER UNDERWOOD Vice President, Wood Operations EDWARD H. WHITE Vice President, Human Resources ANN M. ZACCARIA Vice President, Real Estate and New Store Development B A S S E T T F U R N I T U R E . C O M • B A S S E T T , V I R G I N I A • N A S D A Q : B S E T ANN UAL R EP OR T 2018 

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