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La-Z-BoyA N N U A L R E P O R T 2 0 1 9 Biscayne Bay by Lane Venture Cover: Bassett Outdoor Lakeview Collection To Our Shareholders We are seeing several disruptive trends in the marketplace today that threaten the traditional furniture industry and retail in general. Ongoing deflation in key categories, the seismic shift to digital marketing and online commerce, tariffs on Chinese-made goods, evolving generational consumption behavior, and the tight labor market and the aging of the core baby boomer workforce are factors that must be dealt with – both for today and for the future. In fiscal 2019, across all three of our business segments – wholesale, retail, and logistics, we proactively executed our plan and developed new strategies to address the changing environment in which we operate. Generating growth is difficult and requires both operational excellence and capital investment. We remain vigilant of our strong balance sheet, which featured $37 million in cash and investments at year end with no long-term debt. We generated $18.8 million of operating cash flow in the final six months of 2019. For the year, we purchased approximately 6% of the outstanding shares of the Company and paid out $5.1 million of dividends to our shareholders. As we forge ahead, we will continue to incorporate these principles of conservative financial stewardship to provide a solid foundation for Bassett in the years to come. Achieving wholesale growth remains the heart of our strategy as we seek to leverage our manufacturing and sourcing assets. We need to improve upon the 2.0% increase for the year (53 weeks in 2019 vs. 52 weeks in 2018). Reviewing our 2019 divisional performance, overall upholstery sales grew by 5% for the year (53 vs. 52). Going further down, our domestic upholstery sales also grew by 5% for the year. Impeded by tariff-based service disruptions, our imported upholstery shipments were down 10% for the year. Given that, we were happy to more than hold our own with overall shipments. For the year, upholstery profitability grew by 11%, led by our Newton, N. C., facility and the Lane Venture division. Our core custom upholstery program, formerly marketed as HGTV HOME Design Studio, was re-invented and debuted in January 2019. The results were pleasing as the new version grew by 7% over the previous year’s number. Also contributing to this year’s upholstery growth was our burgeoning outdoor furniture footprint. We began the year with the new and improved Lane Venture division on firm footing with a new operational platform featuring imported woven wicker, teak, and aluminum frames being supplemented with domestically produced cushions and fully upholstered products. Retailers embraced the assortment and the service levels and the division grew by 42%. In October, we completed the purchase of Crimson Casual, a metal outdoor furniture manufacturer located in Haleyville, Alabama. We can now provide the marketplace with tariff free, quick response aluminum outdoor furniture in a variety of finishes. We plan to use this product and others to enter the outdoor hospitality and contract business under the Bassett Outdoor Contract name in the next few weeks. Our third leg of the outdoor strategy launches in February with the Bassett Outdoor line that will be sold exclusively in Bassett Home Furnishings retail stores. We believe that we have the brand, the domestic manufacturing assets, and the service model to become a significant player in the growing outdoor furniture category. Also worth mentioning on the upholstery front is our new “Magnificent Motion” domestically manufactured custom motion furniture program that was introduced at the October High Point Furniture Market. Magnificent Motion offers choices of arm, base, and back treatments in an array of fabrics and leathers and is engineered to look like upscale stationary furniture. We began shipping this product in December and have been excited by the retail sell through that we have seen since its introduction. Similar to outdoor, the custom motion product represents our foray into a largely untapped part of the market for us and will provide incremental growth. Motion in general has been a winning category industry-wide for the past several years and we plan to utilize the combination of capabilities that we now have at our disposal to offer our outside retailers and Bassett stores a quality alternative to the crowded commercial market of imported motion upholstery. Our imported Club Level line, offered primarily to our open market retailers, is still an important part of our wholesale business despite the disruption from tariffs. Offered only in leather with limited customization, it offers the dealer a less-expensive motion option designed to be a higher turning product on their floors. Recently, we successfully shifted the production of this product from China to Thailand to alleviate the added cost of tariffs. Wood shipments declined 2.7% for the year, with 100% of the decline occurring in the fourth quarter. The exit from the juvenile products business comprised 100% of the yearly shortfall. Domestic shipments from Martinsville Table Plant and Bench Made facilities were flat with last year’s record pace (53 vs. 52) but declined as the year progressed. Product highlights for the year include the BenchMade Midtown Collection which offers a contemporary styling alternative to the rustic feel for which Bench Made has become known. Unfortunately, the growth in our domestic wood programs over the past few years has been offset by declines in our imported casegoods sales, exacerbated this year by the juvenile exit. Exclusive of juvenile, imported casegoods sales were flat for the year (53 vs. 52) and profits increased by 3%. Imported wood product styling offers sensibilities Biscayne Bay by Lane Venture Cover: Bassett Outdoor Lakeview Collection Bassett’s new Magnificent Motion Collection that we are not capable of producing domestically and is viewed as an important component of our corporate merchandising mix. In March, we will begin to test a new logistics and warehousing model for 250 SKUs, or approximately 30% of our imported casegoods lineup. By bringing containers directly to the population centers, we will reduce transportation costs on those items and maintain our existing margins while reducing retail prices by an average of 15%. We will also be able to deliver these products to our customers much more quickly. We believe that we will become more competitive on these products and can improve our fortunes in our imported casegoods business as a result. Our blended distribution strategy resulted in approximately 60% of our wholesale volume coming from our corporate and licensed stores and 40% from all other channels in 2019. Wholesale shipments to stores grew by 1% for the year. Foot traffic to our stores has declined for three consecutive years and is an area of concern for our management team. We have mitigated the effects of this trend by converting more of the traffic that does come in and by increasing the average value of a sale – now around $3,500. We view traffic to our website as being fundamental to improving store footsteps and we were pleased to generate double digit increases in web visits in the back half of 2019. In concert, we significantly improved the operating results of our corporate stores over the final six months of 2019 compared to the start of the year. Converting growing web traffic to transactions both in-store and online is our primary objective for 2020. We have embarked upon a re-branding effort that will appear online and in-store beginning in early March. This effort will come to fruition in stages over the course of 2020. After a successful eight-year run, we will no longer use the HGTV HOME Design Studio mark on our custom upholstery products in 2020. We will, however, continue to advertise on the network and will remain the furniture sponsor for the HGTV Smart Home 2020, which has provided tremendous consumer engagement with our brand over the years. We plan on using the savings from redefining the relationship with HGTV to fund greater investments in digital marketing and the new Bassett re-branding strategy. We have added and will continue to add staff with digital marketing expertise to our team as we re-allocate marketing dollars to digital strategies and away from traditional television media. Business generated through independent furniture stores by our sales reps increased by 3% for the year. We sell 1,000 open market accounts across the country and have worked to add reps and improve penetration in underperforming areas over the past few years. We are particularly pleased to see the growth in our dedicated Bassett Design Centers’ volume as our accounts commit to a footprint of our bestselling custom products and receive training, sales support, and marketing assistance from our reps and from corporate. This program mirrors our Bassett retail merchandising and marketing strategy closely including the annual promotional calendar and the emphasis on custom products and interior design. The new branding strategy that we will unveil in 2020 has been embraced by our key open market retail base and we look forward to the efficiencies that this will provide as we go to market with a consistent message across all channels. Our Zenith Freight Lines division is a key asset of the Company and is becoming increasingly fundamental to our desire to warehouse products in more locations and improve the speed-to-market proposition that we offer. Zenith revenue actually declined in 2019 due to our exit from the “final mile” home delivery business. Instead, we focused on a new “middle mile” model that features point- to-point deliveries from our large distribution centers to smaller, strategically located warehouses with our fleet of over the road vehicles. Upon receipt of the goods, we break down the loads and nimbly deliver to our customers with a fleet of smaller trucks. This has greatly improved our ability to deliver fast in our key markets on the Eastern Seaboard, Mid-South, and Southwest U. S. markets. The merits of this model are being recognized by other furniture providers and we have signed on several new logistics customers over the past few months as a result. Our teams are working closely to further refine the new model to reduce costs for our customers and improve our own efficiencies. Along the way, Zenith was able to increase operating profit by 33% in 2019. We firmly believe that the Bassett brand and our capabilities have something unique to offer – something which consumers, including younger ones, will react to positively today and in the future. Our wholesale partners and our retail customers believe this as well. What is it? Authenticity, heritage, Made in America, quality, customization, value, high levels of service … these are not concepts that were concocted by an ad firm to provide fodder for social media. These are the foundational elements of our Company that we have painstakingly developed over decades. Few, if any, can claim these attributes, especially spanning 118 years of the American experience. One of our primary missions in 2020 is to artfully “package” these brand pillars and communicate them in the ephemeral parlance of today’s digital age. We are fully engaged in this pursuit. In closing, I want to thank all of our constituencies – shareholders, customers, and associates; for their thinking and their support of our enterprise over the course of 2019. Rob Spilman Chairman/CEO Financial Summary Fiscal years ended November 2019 2018 2017 2016 2015 INCOME STATEMENT DATA Net Sales Income (loss) From Operations Adjusted Income From Operations Net Income (loss) Adjusted Net Income $452,087 (595) 7,446 (1,928) 4,560 $456,855 14,084 14,854 8,218 10,119 $452,503 27,018 26,297 18,256 15,826 $432,038 28,193 28,193 15,829 15,680 $430,927 25,989 26,963 20,433 14,830 PER SHARE DATA Diluted Income (loss) Adjusted Diluted Income Cash Dividends Book Value BALANCE SHEET DATA Cash & Cash Equivalents Investments Total Assets Long-Term Debt Stockholders’ Equity $ (0.19) 0.44 0. 50 17.66 $ 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 1.37 0.54 16.25 $ 19,687 17,436 275,766 — 178,670 $ 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 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) Our fiscal year, which ends on the last Saturday of November, periodically results in a 53-week year instead of the normal 52 weeks. The current fiscal year ending November 30, 2019 is a 53-week year, with the additional week being included in our first fiscal quarter. Accordingly, the information presented below includes 53 weeks of operations for the year ended November 30, 2019 as compared to 52 weeks included in the years ended November 24, 2018 and November 25, 2017. 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. We were founded in 1902 and incorporated under the laws of Virginia in 1930. Our rich 117-year history has instilled the principles of quality, value, and integrity in everything we do, while simultaneously providing us with the expertise to respond to ever-changing consumer tastes and meet the demands of a global economy. With 103 BHF stores at November 30, 2019, we have leveraged our strong brand name in furniture into a network of Company-owned and licensed stores that focus on providing consumers with a friendly environment for buying furniture and accessories. Our store program is designed to provide a single source home furnishings retail store that provides a unique combination of stylish, quality furniture and accessories with a high level of customer service. In order to reach markets that cannot be effectively served by our retail store network, we also distribute our products through other wholesale channels including multi-line furniture stores, many of which feature Bassett galleries or design centers. We use a network of over 30 independent sales representatives who have stated geographical territories. These sales representatives are compensated based on a standard commission rate. We believe this blended strategy provides us the greatest ability to effectively distribute our products throughout the United States and ultimately gain market share. The BHF stores feature custom order furniture, free in-home design visits (“home makeovers”) and coordinated decorating accessories. Our philosophy is based on building strong long-term relationships with each customer. Sales people are referred to as “Design Consultants” and are trained to evaluate customer needs and provide comprehensive solutions for their home decor. Until a rigorous training and design certification program is completed, Design Consultants are not authorized to perform in-home design services for our customers. We have factories in Newton, North Carolina and Grand Prairie, Texas that manufacture custom upholstered furniture, a factory in Martinsville, Virginia that primarily assembles and finishes our custom casual dining offerings and a factory in Bassett, Virginia that assembles and finishes our “Bench Made” line of custom, solid hardwood furniture. In late 2019, we also began operating a facility in Haleyville, Alabama that will provide Bassett with the capability to manufacture custom aluminum outdoor furniture primarily under the Lane Venture brand. 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, Thailand and China. Over 75% 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 60% of Zenith’s revenue is generated from services provided to non-Bassett customers. On December 21, 2017, we purchased certain assets and assumed certain liabilities of Lane Venture from Heritage Home Group, LLC for $15,556 in cash. Lane Venture is a manufacturer and distributor of premium outdoor furniture and is now being operated as a component of our wholesale segment. This acquisition marked our entry into the market for outdoor furniture and we believe that Lane Venture has provided a foundation for us to become a significant participant in this category. Our strategy is to distribute this brand outside of our BHF store network only. See Note 3 to our consolidated financial statements for additional details regarding this acquisition. 1 Management’s Discussion and Analysis of Financial Condition and Results of Operations – Continued (Amounts in thousands except share and per share data) With the knowledge we have gained through operating Lane Venture, we have developed a new separate brand that will only be marketed through the BHF store network. This will allow Bassett branded product to move from inside the home to outside the home to capitalize the growing trend of outdoor living. Bassett Outdoor is currently marketed in a limited number of stores with a broader distribution planned late in the first quarter of 2020. At November 30, 2019, our BHF store network included 70 Company-owned stores and 33 licensee-owned stores. During fiscal 2019, we opened new stores in Coral Gables, Florida, Columbus, Ohio, Tucson, Arizona, Estero, Florida, Sarasota, Florida and Princeton, New Jersey. During fiscal 2019 we closed one underperforming store in Gulfport, Mississippi and repositioned our store in Friendswood, Texas and another store in Palm Beach, Florida. In addition, a new licensee store was opened in Boise, Idaho. A new 23,000 square foot licensee store was opened in December of 2019 in Thornton, Colorado. We have completed a three-year store expansion program that has seen us grow to more than 100 stores throughout the country. We currently have no Company-owned or licensee-owned store openings planned. Our strategy is to assess the current fleet of stores and improve the overall operations and profitability of the Corporate Retail segment. We will continue to assess the economic and competitive environment in various markets and may consider future expansion should attractive opportunities arise. 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. Today’s customers expect their digital experiences and communications to be personalized, highly-relevant and catered to match their specific needs and preferences. We have established a centralized customer care center that is using customer relationship management (CRM) software to track each customer’s path from initial engagement through point of sale and ultimately to their post-delivery experience. We will continue to invest in our digital effort to improve our customers’ journey from the time they begin on our website to the final step of delivering the goods to their homes. We view the combination of website traffic and store traffic in a holistic fashion where our customer generally experiences our brand on our website before visiting a store. While store traffic has been decreasing over the last few years, traffic to our website increased this year with web visits up 15% for the year ended November 30, 2019 as compared to the prior year period. We plan to invest more in new digital outreach strategies on a store market by market basis to drive more traffic to the website. Our pure e-commerce sales (ordering directly from the website) have historically been immaterial. We plan to invest in our website in 2020 to improve the navigation and the ordering capabilities to increase web sales. Much of our current product offerings highlight the breadth and depth of our custom furniture capabilities which are difficult to show and sell online. We plan to expand our merchandising strategies to include more product that can be more easily purchased online with or without a store visit. While we work to increase web sales, we will not compromise on our in-store experience or the quality of our in-home makeover capabilities. 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 30, 2019, November 24, 2018 and November 25, 2017: 2019* 2018 2017 Change from Prior Year 2019 vs 2018 Dollars Percent 2018 vs 2017 Dollars Percent Sales Revenue: Furniture and accessories Logistics Total net sales revenue Cost of furniture and accessories sold SG&A New store pre- opening costs Other charges Income (loss) from operations $ 403,865 89.3 % $ 402,469 88.1 % $ 398,097 88.0 % $ 1,396 (6,164) 48,222 10.7 % 54,386 11.9 % 54,406 12.0 % 0.3 % $ 4,372 (20) -11.3 % 1.1 % 0.0 % 452,087 100.0 % 456,855 100.0 % 452,503 100.0 % (4,768) -1.0 % 4,352 1.0 % 179,244 39.6 % 179,581 39.3 % 177,579 39.2 % 264,280 58.5 % 260,339 57.0 % 245,493 54.3 % (337) 3,941 -0.2 % 2,002 1.5 % 14,846 1.1 % 6.0 % 1,117 0.2 % 8,041 1.8 % 2,081 0.5 % 770 0.2 % 2,413 0.6 % - 0.0 % -46.3 % (964) 7,271 994.3 % (332) 770 -13.8 % NM $ (595) -0.1 % $ 14,084 3.1 % $ 27,018 6.0 % $ (14,679) -104.2 % $ (12,934) -47.9 % *53 weeks for fiscal 2019 as compared with 52 weeks for fiscal 2018 and 2017. Our consolidated net sales by segment were as follows: 2019 2018 2017 Dollars Percent Dollars Percent Change from Prior Year 2019 vs 2018 2018 vs 2017 Net Sales Wholesale Retail Logistical services Inter-company eliminations: Furniture and accessories Logistical services Consolidated $ 261,105 $ 255,958 $ 249,193 $ 268,264 83,030 268,693 80,074 268,883 82,866 (125,933) (31,852) (119,360) (28,624) $ 452,087 $ 456,855 $ 452,503 $ (122,372) (28,480) 5,147 (190) (2,792) (3,561) (3,372) (4,768) 2.0 % $ -0.1 % -3.4 % 6,765 619 (164 ) 2.9 % 11.8 % -1.0 % $ (3,012 ) 144 4,352 2.7 % 0.2 % -0.2 % 2.5 % -0.5 % 1.0 % Refer to the segment information which follows for a discussion of the significant factors and trends affecting our results of operations for fiscal 2019 and 2018 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 operations. Retail – Company-owned stores. Our retail segment consists of Company-owned stores and includes the revenues, expenses, assets and liabilities (including real estate) and capital expenditures directly related to these stores and the Company-owned distribution network utilized to deliver products to our retail customers. Logistical services. 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 operations. 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: Wholesale Retail Logistics Eliminations Consolidated Year Ended November 30, 2019 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) $ 261,105 $ - 261,105 173,350 76,299 - 11,456 $ 268,693 $ - 268,693 131,528 143,057 1,117 (7,009) $ - $ 80,074 80,074 - 78,219 - 1,855 $ (125,933 ) (1) $ (31,852 ) (2) (157,785 ) (125,634 ) (3) (33,295 ) (4) - 1,144 $ 403,865 48,222 452,087 179,244 264,280 1,117 7,446 Wholesale Retail Logistics Eliminations Consolidated Year Ended November 24, 2018 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) $ 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 Wholesale Retail Logistics Eliminations Consolidated Year Ended November 25, 2017 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 $ 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 (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 30, November 24, November 25, 2018 2019 2017 Intercompany logistical services Intercompany rents $ Total SG&A expense elimination $ (31,852 ) $ (1,443 ) (33,295 ) $ (28,480) $ (1,584) (30,064) $ (28,624 ) (1,893 ) (30,517 ) (5) Excludes the effects of goodwill and asset impairment charges, cost of early retirement program, litigation costs and 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) The following table reconciles income from operations as shown above for our consolidated segment results with income (loss) from operations as reported in accordance with GAAP: Consolidated segment income from operations excluding special charges $ 7,446 $ 14,854 $ 27,018 2019 2018 2017 Less: Asset impairment charges Goodwill impairment charge Early retirement program Litigation expense Lease exit costs 4,431 1,926 835 700 149 469 - - - 301 - - - - - Income (loss) from operations as reported $ (595) $ 14,084 $ 27,018 Asset Impairment Charges During fiscal 2019 the loss from operations included $4,431 of non-cash impairment charges recognized on the assets of six underperforming retail stores. During fiscal 2018 income from operations included $469 of non-cash asset impairment charges recognized on the assets of one underperforming retail store. With regard to these seven locations, we are evaluating their ongoing viability which may result in the decision to close certain of these stores in the future. Goodwill Impairment Charge During fiscal 2019 our annual evaluation of the carrying value of our recorded goodwill resulted in the recognition of a $1,926 non-cash charge for the impairment of goodwill associated with our retail reporting unit (see Note 8 to our Consolidated Financial Statements). Early Retirement Program During the first quarter of fiscal 2019, we offered a voluntary early retirement package to certain eligible employees of the Company. Twenty-three employees accepted the offer, which expired on February 28, 2019. These employees are to receive pay equal to one-half their current salary plus benefits over a period of one year from the final day of each individual’s active employment. Accordingly, we recognized a charge of $835 during the year ended November 30, 2019. Litigation Expense During fiscal 2019 we accrued $700 for the estimated costs to resolve certain wage and hour violation claims that have been asserted against the Company. While the ultimate cost of resolving these claims may be substantially higher, the amount accrued represents our estimate of the most likely outcome of a mediated settlement. Lease Exit Costs During fiscal 2019 we recognized a $149 charge for lease exit costs incurred in connection with the repositioning of a Company-owned retail store in Palm Beach, Florida to a new location within the same market. During fiscal 2018 we recognized a $301 charge for lease exit costs incurred in connection with the closing of a Company- owned retail store location in San Antonio, Texas. 6 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 for our Wholesale Segment were as follows for the years ended November 30, 2019, November 24, 2018 and November 25, 2017: 2019* 2018 2017 Change from Prior Year 2019 vs 2018 Dollars Percent 2018 vs 2017 Dollars Percent Net sales Gross profit SG&A Income from operations $ 261,105 100.0 % $ 255,958 100.0 % $ 249,193 100.0 % $ 5,147 87,755 33.6 % 84,686 33.1 % 85,165 34.2 % 3,069 76,299 29.2 % 72,412 28.3 % 66,044 26.5 % 3,887 2.0 % $ 6,765 3.6 % (479) 5.4 % 6,368 2.7 % -0.6 % 9.6 % $ 11,456 4.4 % $ 12,274 4.8 % $ 19,121 7.7 % $ (818) -6.7 % $ (6,847) -35.8 % Wholesale shipments by category for the last three fiscal years are summarized below: 2019* 2018 2017 Change from Prior Year 2019 vs 2018 Dollars Percent 2018 vs 2017 Dollars Percent Bassett Custom Upholstery Bassett Leather Bassett Custom Wood $ 152,415 58.4 % $ 141,321 55.2 % $ 136,366 54.7 % $ 11,094 19,220 7.4 % 21,589 8.4 % 22,528 9.0 % (2,369) 7.9 % $ 4,955 (939) -11.0 % 3.6 % -4.2 % 46,082 17.6 % 46,074 18.0 % 43,793 17.6 % 8 Bassett Casegoods 40,920 15.7 % 42,875 16.8 % 42,874 17.2 % (1,955) 3,632 1.5 % (1,631) Accessories $ 261,105 100.0 % $ 255,958 100.0 % $ 249,193 100.0 % $ 5,147 Total 4,099 1.6 % 2,468 0.9 % 0.0 % 2,281 -4.6 % 1 467 -39.8 % 2.0 % $ 6,765 5.2 % 0.0 % 12.9 % 2.7 % *53 weeks for fiscal 2019 as compared with 52 weeks for fiscal 2018 and 2017. Fiscal 2019 as Compared to Fiscal 2018 On an average weekly basis (normalizing for 53 weeks compared to 52 weeks), net sales for 2019 were essentially flat at $256,178. A $3,206 increase in outdoor furniture shipments was primarily offset by a $2,707 decrease in juvenile furniture shipments as we exited this furniture line during 2019. In addition, the wholesale segment ceased selling accessories to the BHF network beginning at the start of the third quarter of 2019. Both the corporate- and licensee-owned stores now purchase accessories directly from third-party accessory providers. This resulted in a $1,678 decrease in the sale of accessories. Gross margin for the wholesale segment was 33.6% for fiscal 2019 as compared to 33.1% for the prior year. This increase was primarily driven by higher margins in domestic custom upholstery operations as price increases implemented during the third quarter of 2018 offset the increased raw material costs experienced late in 2017 and early 2018. Margins in the imported wood operations increased due to lower realized container freight costs and improved margins on the sales of discontinued product, partially offset by the $390 inventory valuation charge associated with our exit from the juvenile line of business. The increase in SG&A as a percentage of sales was primarily driven by higher marketing and other brand development costs and increased over-the-road freight and warehousing costs. 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 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations – Continued (Amounts in thousands except share and per share data) 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. Wholesale Backlog The dollar value of our wholesale backlog, representing orders received but not yet delivered to dealers and Company stores as of November 30, 2019, November 24, 2018, and November 25, 2017 was as follows: 2019 2018 2017 Year end wholesale backlog $ 19,952 $ 25,810 $ 22,239 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 30, 2019, November 24, 2018 and November 25, 2017: 2019 vs 2018 2018 vs 2017 2019* 2018 2018 2017 Change from Prior Year 2019 vs 2018 Dollars Percent 2018 vs 2017 Dollars Percent Net sales Gross profit SG&A expense New store pre- opening costs Income (loss) from (190) $ 268,693 100.0 % $ 268,883 100.0 % $ 268,883 100.0 % $ 268,264 100.0 % $ 137,165 51.0 % 138,292 51.4 % 138,292 51.4 % 135,801 50.6 % (1,127) 143,057 53.2 % 136,523 50.8 % 136,523 50.8 % 129,898 48.4 % 6,534 619 -0.1 % $ -0.8 % 2,491 4.8 % 6,625 0.2 % 1.8 % 5.1 % 1,117 0.4 % 2,081 0.8 % 2,081 0.8 % 2,413 0.9 % (964) -46.3 % (332) -13.8 % operations $ (7,009) -2.6 % $ (312) -0.1 % $ (312) -0.1 % $ 3,490 1.3 % $ (6,697) 2146.5 % $ (3,802) -108.9 % The following tables present operating results on a comparable store basis for each comparative set of periods. Table A compares the results of the 56 stores that were open and operating for all of 2019 and 2018. Table B compares the results of the 53 stores that were open and operating for all of 2018 and 2017. Comparable Store Results: Table A: 2019 vs 2018 (56 Stores) Table B: 2018 vs 2017 (53 Stores) 2019 vs 2018 2019* 2018 2018 2017 Dollars Percent 2018 vs 2017 Dollars Percent Change from Prior Year Net sales Gross profit SG&A expense Income (loss) from $ 234,401 100.0 % $ 252,353 100.0 % $ 235,868 100.0 % $ 239,633 100.0 % $ (17,952 ) (10,316 ) 119,786 51.1 % 130,102 51.6 % 121,399 51.5 % 122,710 51.2 % (3,641 ) 120,755 51.5 % 124,396 49.3 % 115,094 48.8 % 115,161 48.1 % -7.1 % $ (3,765) -7.9 % (1,311) (67) -2.9 % -1.6 % -1.1 % -0.1 % operations $ (969) -0.4 % $ 5,706 2.3 % $ 6,305 2.7 % $ 7,549 3.2 % $ (6,675 ) -117.0 % $ (1,244) -16.5 % The following tables present operating results for all other stores which were not comparable year-over-year. Each table includes the results of stores that either opened or closed at some point during the 24 months of each comparative set of periods. All Other (Non-Comparable) Store Results: 2019 vs 2018 All Other Stores 2018 2019* 2018 vs 2017 All Other Stores 2017 2018 2019 vs 2018 Dollars Percent 2018 vs 2017 Dollars Percent Change from Prior Year $ 34,292 100.0 % $ 16,530 100.0 % $ 33,015 100.0 % $ 28,631 100.0 % $ 17,762 107.5 % $ 4,384 9,189 112.2 % 3,802 17,379 50.7 % 83.9 % 6,692 22,302 65.0 % 12,127 73.4 % 21,429 64.9 % 14,737 51.5 % 10,175 8,190 49.5 % 16,893 51.2 % 13,091 45.7 % 15.3 % 29.0 % 45.4 % 1,117 3.3 % $ (6,040 ) -17.6 % $ 2,081 12.6 % (6,018) -36.4 % $ 2,081 8.4 % (6,617) -20.0 % $ (4,059 ) -14.2 % $ 2,413 6.3 % (964) (22) -46.3 % (332) 0.4 % $ (2,558) -13.8 % 63.0 % Net sales Gross profit SG&A expense New store pre-opening costs Loss from operations *53 weeks for fiscal 2019 as compared with 52 weeks for fiscal 2018 and 2017. 8 Management’s Discussion and Analysis of Financial Condition and Results of Operations – Continued (Amounts in thousands except share and per share data) Fiscal 2019 as Compared to Fiscal 2018 The decrease in net sales for the 70 Company-owned BHF stores was driven by a 7.1% decrease for the 56 comparable stores from fiscal 2018, offset by a $17,762 increase in non-comparable store sales as we have opened 13 stores over the last 24 months. On an average weekly basis (normalizing for the extra week in fiscal 2019), comparable store sales decreased 8.9%. While we do not recognize sales until goods are delivered to the consumer, management tracks written sales (the retail dollar value of sales orders taken, rather than delivered) as a key store performance indicator. Written sales for comparable stores decreased by 7.5% for fiscal 2019 as compared to fiscal 2018. On an average weekly basis, comparable store written sales decreased 9.3%. The decrease in comparable store gross margins was primarily due to increased wholesale costs as a result of tariffs on Chinese products instituted in late 2018 along with higher costs of freight, both of which were passed on in a wholesale price increase in January 2019. Although most of our goods are domestically made, and most of our other goods are imported from countries outside of China, the tariffs have had a significant impact on the cost of a portion of the fabric that we use in our upholstered furniture manufactured in the United States. We implemented a price increase late in the second quarter to mitigate these cost increases. Gross margins were also impacted by increased clearance activity primarily in the first quarter of 2019 due to the launch of the new custom upholstery program and the selloff of existing floor samples and other clearance product as a result of the repositioning of two stores in the Houston market late in 2018. The increase in SG&A expenses for comparable stores as a percentage of sales to 51.5% was primarily due to a de-leveraging of fixed costs from lower sales volumes, inefficiencies in the warehouse and home delivery operation and higher financing costs as more of our retail customers chose to finance their purchases through our third-party credit provider. These increases were partially offset by various fixed cost decreases primarily implemented in the second half of the year that resulted from changes to our cost structure. The $22 increase in the operating loss from non-comparable stores for fiscal 2019 includes new store pre-opening costs of $1,117 compared to $2,081 for the prior year. 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 2019 we incurred $1,392 of post-opening losses associated with six new stores opened during fiscal 2019 compared to $1,601 of post-opening losses incurred during fiscal 2018 associated with other locations. 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 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 9 Management’s Discussion and Analysis of Financial Condition and Results of Operations – Continued (Amounts in thousands except share and per share data) 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. Retail Comparable Store Sales Trends The following table provides year-over-year comparable store sales trends for the last three fiscal years: As reported: Delivered Written Average weekly basis: Delivered Written 2019 2018 2017 -7.1 % -7.5 % -1.6 % -3.6 % -8.9 % -9.3 % -1.6 % -3.6 % 1.9 % 1.8 % 1.9 % 1.8 % Retail Backlog The dollar value of our retail backlog, representing orders received but not yet delivered to customers as of November 30, 2019, November 24, 2018, and November 25, 2017, was as follows: 2019 2018 2017 $ Year end retail backlog Retail backlog per open store $ Logistical Services Segment 31,146 $ 35,493 $ 35,684 595 546 $ 445 $ Revenues, operating expenses and income from operations for our logistical services segment were as follows for the years ended November 30, 2019, November 24, 2018 and November 25, 2017: 2019* 2018 2017 Change from Prior Year 2019 vs 2018 Dollars Percent 2018 vs 2017 Dollars Percent $ 80,074 100.0 % $ 82,866 100.0 % $ 83,030 100.0 % $ (2,792) 78,219 97.7 % 81,468 98.3 % 80,068 96.4 % (3,249) -3.4 % $ (164) -4.0 % 1,400 -0.2 % 1.7 % $ 1,855 2.3 % $ 1,398 1.7 % $ 2,962 3.6 % $ 457 32.7 % $ (1,564) -52.8 % Logistics revenue Operating expenses Income from operations *53 weeks for fiscal 2019 as compared with 52 weeks for fiscal 2018 and 2017. Fiscal 2019 as Compared to Fiscal 2018 On an average weekly basis (normalizing for the extra week fiscal 2019), revenues for Zenith decreased $4,303 or 5.2%. This decrease was primarily due to the discontinuation of home delivery services to third-party customers, partially offset by revenue increases in third-party warehousing operations. The decrease in Zenith’s operating expenses as a percent of sales was primarily due to reduced expenses due to the elimination of the home delivery operation, partially offset by increased employee health care and workers compensation costs due to unfavorable claims experience. Operating costs for fiscal 2019 and 2018 include non-cash depreciation and amortization charges of $4,019 and $4,068, respectively. 10 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 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. Other Items Affecting Net Income (Loss) Other items affecting net income (loss) for fiscal 2019, 2018 and 2017 are as follows: 2019 2018 2017 $ 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 - $ 568 (6 ) - (883 ) (39 ) - 57 (842 ) - $ 431 (57 ) - (986 ) (598 ) 7 52 (727 ) 4,221 230 (234) (1,084) (1,049) (517) 94 88 (891) Total other income (loss), net $ (1,145 ) $ (1,878 ) $ 858 (1) See Note 9 to the Consolidated Financial Statements for information related to 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 2019 and 2018 declined significantly from fiscal 2017 as all remaining debt incurred with the 2015 acquisition of Zenith was repaid during fiscal 2018 and the remaining balances on the mortgages of two retail store locations were repaid in fiscal 2019. See Note 10 to the Consolidated Financial Statements for additional information regarding our debt. (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 2019 and 2018 is net of life insurance proceeds of $629 and $266, respectively, arising from the deaths of former executives. (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 previously impaired 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 took 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, were applied to our 2019 fiscal year. 11 Management’s Discussion and Analysis of Financial Condition and Results of Operations – Continued (Amounts in thousands except share and per share data) We recorded an income tax provision of $188, $3,988 and $9,948 in fiscal 2019, 2018 and 2017, respectively. Our effective tax rate of (10.8%) for 2019 differs from the federal statutory rate of 21.0% primarily due to the $1,926 Goodwill impairment charge which is not deductible for tax purposes. Other items affecting the rate include the effects of state income taxes and certain other non-deductible expense. 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 rate 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 and the Section 199: Domestic Production Activities Deduction of $866. For fiscal 2017, our effective tax rate was 34.5% and differs 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. 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 $5,744 as of November 30, 2019, which, upon utilization, are expected to reduce our cash outlays for income taxes in future years. It will require approximately $22,000 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 2019 was $9,809 compared to $29,907 for fiscal 2018, a decrease of $20,098. This decrease is primarily due to increased investment in inventory due to opening new stores, other changes in working capital due in part to the timing impact of the additional week in the current fiscal year and lower comparable store sales on an average weekly basis resulting in reduced cash flows. Our overall cash position decreased by $13,781 during fiscal 2019. In addition to the cash provided by operations, we had a net use of $11,173 of cash in investing activities, primarily consisting of capital expenditures associated with retail store expansion and relocations partially offset by the maturity of $5,207 of our investment in CDs. Net cash used in financing activities was $12,417, including dividend payments of $5,133 and stock repurchases of $7,345 under our existing share repurchase plan, of which $10,639 remains authorized at November 30, 2019. With cash and cash equivalents and short-term investments totaling $37,123 on hand at November 30, 2019, expected future operating cash flows, expected reduced capital expenditures from fewer store openings and the availability under our credit line noted below, we believe we have sufficient liquidity to fund operations for the foreseeable future. Debt and Other Obligations Our credit facility with our bank provides for a line of credit of up to $25,000. This credit facility is unsecured and contains covenants requiring us to maintain certain key financial ratios. We are in compliance with all covenants under the agreement and expect to remain in compliance for the foreseeable future. The credit facility will mature in December 2021. At November 30, 2019, we had $2,673 outstanding under standby letters of credit against our line, leaving availability under our credit line of $22,327. In addition, we have outstanding standby letters of credit with another bank totaling $325. 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 $184,704 at November 30, 2019 for future minimum lease payments under non-cancelable operating leases having remaining terms in excess of one year. We also have guaranteed certain lease obligations of licensee operators. Remaining terms under these lease guarantees range from approximately one to three years. We were contingently liable under licensee lease obligation guarantees in the amount of $1,776 at November 30, 2019. See Note 16 to our consolidated financial statements for additional details regarding our leases and lease guarantees. 12 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 2019, we declared and paid four quarterly dividends totaling $5,133, or $0.50 per share. During fiscal 2019, we repurchased 513,649 shares of our stock for $7,345 under our share repurchase program. The weighted-average effect of these share repurchases on both our basic and diluted earnings (loss) per share was not significant. The approximate dollar value that may yet be purchased pursuant to our stock repurchase program as of November 30, 2019 was $10,639. Capital Expenditures We currently anticipate that total capital expenditures for fiscal 2020 will be approximately $10 to $12 million which will be used primarily for additional tractors for our logistical services segment, additional investments in technology and various remodels or updates to the existing store fleet. 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), goodwill impairments (see Note 8 to the Consolidated Financial Statements) and asset impairments (see Note 15 to the Consolidated Financial Statements) have utilized Level 3 inputs. 13 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. 2020 2021 2022 2023 2024 Thereafter Total Post employment benefit obligations (1) Contractual advertising Letters of credit Operating leases (2) Lease guarantees (3) Other obligations & commitments Purchase obligations (4) Total $ 921 $ 810 2,998 918 $ 1,123 $ 1,052 $ 1,007 $ - - 37,031 32,478 27,929 22,913 16,835 382 - - - - - - 353 347 347 347 - - 7,730 $ 12,751 810 2,998 47,518 184,704 1,776 - 200 - 200 - 100 - 100 100 $ 42,307 $ 33,943 $ 29,499 $ 24,418 $ 18,324 $ 150 - 850 - 55,398 $ 203,889 (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 $17,271 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 (3) (4) Financial Statements for more information. Lease guarantees relate to payments we would only be required to make in the event of default on the part of the guaranteed parties. 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 $18,732 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 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. 14 Management’s Discussion and Analysis of Financial Condition and Results of Operations – Continued (Amounts in thousands except share and per share data) Revenue Recognition - We adopted ASU 2014-09, Revenue from Contracts with Customers (ASC Topic 606 or "ASC 606") effective as of November 25, 2018, the beginning of our 2019 fiscal year. ASC 606 requires a company to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration the company expects to receive in exchange for those goods or services. For our wholesale and retail segments, revenue is recognized when the risks and rewards of ownership and title to the product have transferred to the buyer. At wholesale, transfer occurs and revenue is recognized upon the shipment of goods to independent dealers and licensee- owned BHF stores. We offer payment terms varying from 30 to 60 days for wholesale customers. Estimates for returns and allowances have been recorded as a reduction of revenue based on our historical return patterns. The contracts with our licensee store owners do not provide for any royalty or license fee to be paid to us. At retail, transfer occurs and revenue is recognized upon delivery of goods to the customer. We typically collect a significant portion of the purchase price as a customer deposit upon order, with the balance typically collected upon delivery. These deposits are carried on our balance sheet as a current liability until delivery is fulfilled and amounted to $25,341 and $27,157 as of November 30, 2019 and November 24, 2018, respectively. Substantially all of the customer deposits held at November 24, 2018 related to performance obligations satisfied during fiscal 2019 and have therefore been recognized in revenue for the year ended November 30, 2019. Estimates for returns and allowances have been recorded as a reduction of revenue based on our historical return patterns. We also sell furniture protection plans to our retail customers on behalf of a third party which is responsible for the performance obligations under the plans. Revenue from the sale of these plans is recognized upon delivery of the goods net of amounts payable to the third party service provider. For our logistical services segment, line-haul freight revenue is recognized as services are performed and are billed to the customer upon the completion of delivery to the destination. Because the customer receives the benefits of these services as the freight is in transit from point of origin to destination, we recognize revenue using a percentage of completion method based on our estimate of the amount of time freight has been in transit as of the reporting date compared with our estimate of the total required time for the deliveries. We recognize an asset for the amount of line-haul revenue earned but not yet billed which is included in other current assets. The balance of this asset was $441 at November 30, 2019 and $512 at the beginning of fiscal 2019 upon adoption of ASC 606. Warehousing services revenue is based upon warehouse space occupied by a customer’s goods and inventory movements in and out of a warehouse and is recognized as such services are provided and billed to the customer concurrently in the same period. All invoices for logistical services are due 30 days from invoice date. 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 $815 and $754 at November 30, 2019 and November 24, 2018, respectively, representing 3.7% and 3.8% 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, excluding outdoor furniture products, using the last-in, first-out method. The cost of imported inventories and domestic outdoor furniture products 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 $2,362 and $1,766 at November 30, 2019 and November 24, 2018, respectively, representing 3.4% and 2.7%, 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. 15 Management’s Discussion and Analysis of Financial Condition and Results of Operations – Continued (Amounts in thousands except share and per share data) Goodwill – Goodwill represents the excess of the fair value of consideration given over the fair value of the tangible assets and liabilities and identifiable intangible assets of businesses acquired. The acquisition of assets and liabilities and the resulting goodwill is allocated to the respective reporting unit: Wood, Upholstery, Retail or Logistical Services. We review goodwill at the reporting unit level annually for impairment or more frequently if events or circumstances indicate that assets might be impaired. In accordance with ASC Topic 350, Intangibles – Goodwill & Other, we first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the quantitative goodwill impairment test described in ASC Topic 350 (as amended by Accounting Standards Update No. 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, which we adopted for our annual evaluation of goodwill performed as of September 1, 2019). The more likely than not threshold is defined as having a likelihood of more than 50 percent. If, after assessing the totality of events or circumstances, we determine that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the quantitative impairment test is unnecessary and our goodwill is considered to be unimpaired. However, if based on our qualitative assessment we conclude that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, we will proceed with performing the quantitative evaluation process. Based on our qualitative assessment as described above, we concluded that, given declines in our income from operations, primarily resulting from operating losses incurred in our retail reporting unit, as well as in our stock price since the previous analysis in fiscal 2018, it was necessary to perform the quantitative evaluation in the current year. The quantitative evaluation compares the carrying value of each reporting unit that has goodwill with the estimated fair value of the respective reporting unit. Should the carrying value of a reporting unit be in excess of the estimated fair value of that reporting unit, a goodwill impairment charge will be recognized in the amount by which the reporting unit’s carrying amount exceeds its fair value, but not to exceed the total goodwill assigned to the reporting unit. The determination of the fair value of our reporting units is based on a combination of a market approach, that considers benchmark company market multiples, an income approach, that utilizes discounted cash flows for each reporting unit and other Level 3 inputs, and, in the case of our retail reporting unit, a cost approach that utilizes estimates of net asset value. The cash flows used to determine fair value are dependent on a number of significant management assumptions such as our expectations of future performance and the expected future economic environment, which are partly based upon our historical experience. Our estimates are subject to change given the inherent uncertainty in predicting future results. Additionally, the discount rate and the terminal growth rate are based on our judgment of the rates that would be utilized by a hypothetical market participant. As part of the goodwill impairment testing, we also consider our market capitalization in assessing the reasonableness of the combined fair values estimated for our reporting units. While we believe such assumptions and estimates are reasonable, the actual results may differ materially from the projected amounts. As a result of our annual goodwill impairment test performed as of September 1, 2019, we recognized an impairment of $1,926 on the goodwill assigned to our retail reporting unit, and concluded that the remaining $14,117 of goodwill assigned to our other reporting units was not impaired. The fair values of the other reporting units with material amounts of goodwill substantially exceeded their carrying values as of September 1, 2019. Other Intangible Assets – Intangible assets acquired in a business combination and determined to have an indefinite useful life are not amortized but are tested for impairment annually or between annual tests when an impairment indicator exists. The recoverability of indefinite-lived intangible assets is assessed by comparison of the carrying value of the asset to its estimated fair value. If we determine that the carrying value of the asset exceeds its estimated fair value, an impairment loss equal to the excess would be recorded. At November 30, 2019, 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 30, 2019 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 $2,721. 16 Management’s Discussion and Analysis of Financial Condition and Results of Operations – Continued (Amounts in thousands except share and per share data) 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. 17 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 $17,845 and $19,997 at November 30, 2019 and November 24, 2018, 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 $1,776 and $2,021 which we have guaranteed on behalf of licensees as of November 30, 2019 and November 24, 2018, respectively, we may not be able to secure sufficient sub-lease income in the current market to offset the payments required under the guarantees. Number of Locations Aggregate Square Footage Net Book Value (in thousands) Real estate occupied by Company-owned and operated stores, included in property and equipment, net 8 201,096 $ 17,845 Investment real estate leased to others 1 24,675 - * Total Company investment in retail real estate 9 225,771 $ 17,845 * The carrying value of a building in Chesterfield, Virginia that is subject to a ground lease was fully impaired during fiscal 2017. 18 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 2019, 2018, 2017, 2016 and 2015 mean the fiscal years ended November 30, 2019, November 24, 2018, November 25, 2017, November 26, 2016 and November 28, 2015. Please note that fiscal 2019 contained 53 weeks. SAFE-HARBOR, FORWARD-LOOKING STATEMENTS This discussion contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to the financial condition, results of operations and business of Bassett Furniture Industries, Incorporated and subsidiaries. Such forward-looking statements are identified by use of forward-looking words such as “anticipates”, “believes”, “plans”, “estimates”, “expects”, “aimed” and “intends” or words or phrases of similar expression. These forward-looking statements involve certain risks and uncertainties. No assurance can be given that any such matters will be realized. Important factors, which should be read in conjunction with Item 1A “Risk Factors”, that could cause actual results to differ materially from those contemplated by such forward-looking statements include: ● competitive conditions in the home furnishings industry ● general economic conditions, including the strength of the housing market in the United States ● overall retail traffic levels in stores and on the web 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 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 by our wholly-owned subsidiary Zenith Freight Lines, LLC 19 Consolidated Balance Sheets Bassett Furniture Industries, Incorporated and Subsidiaries November 30, 2019 and November 24, 2018 (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 $815 and $754 as of $ November 30, 2019 and November 24, 2018, 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 Other accrued liabilities Total current liabilities Long-term liabilities Post employment benefit obligations Other long-term liabilities Total long-term liabilities Commitments and Contingencies Stockholders’ equity $ $ 2019 2018 19,687 $ 17,436 21,378 66,302 11,983 136,786 33,468 22,643 19,055 64,192 9,189 148,547 101,724 104,863 5,744 26,176 5,336 37,256 275,766 $ 3,266 28,480 6,485 38,231 291,641 23,677 $ 11,308 25,341 11,945 72,271 11,830 12,995 24,825 27,407 12,994 27,157 14,261 81,819 13,173 6,340 19,513 Common stock, $5 par value; 50,000,000 shares authorized; issued and outstanding 10,116,290 at November 30, 2019 and 10,527,636 at November 24, 2018 Retained earnings Additional paid-in-capital Accumulated other comprehensive loss Total stockholders' equity Total liabilities and stockholders’ equity 50,581 129,130 195 (1,236) 178,670 275,766 $ 52,638 140,009 - (2,338 ) 190,309 291,641 $ The accompanying notes to consolidated financial statements are an integral part of these statements. 20 Consolidated Statements of Operations Bassett Furniture Industries, Incorporated and Subsidiaries For the years ended November 30, 2019, November 24, 2018, and November 25, 2017 (In thousands, except per share data) Sales revenue: Furniture and accessories Logistics Total sales revenue 2019 2018 2017 $ 403,865 $ 48,222 452,087 402,469 $ 54,386 456,855 398,097 54,406 452,503 Cost of furniture and accessories sold 179,244 179,581 177,579 Selling, general and administrative expenses excluding new store pre-opening costs New store pre-opening costs Asset impairment charges Goodwill impairment charge Early retirement program Litigation expense Lease exit costs 264,280 1,117 4,431 1,926 835 700 149 260,339 2,081 469 - - - 301 245,493 2,413 - - - - - Income (loss) from operations (595) 14,084 27,018 Gain on sale of investments Interest income Interest expense Impairment of investment in real estate Other loss, net - 568 (6) - (1,707) - 431 (57) - (2,252) 4,221 230 (234 ) (1,084 ) (2,275 ) Income (loss) before income taxes (1,740) 12,206 27,876 Income tax expense Net income (loss) Net income per share Basic income (loss) per share Diluted income (loss) per share Dividends per share Regular dividends Special dividend 188 3,988 9,620 $ (1,928) $ 8,218 $ 18,256 $ $ $ $ (0.19) $ 0.77 $ (0.19) $ 0.77 $ 0.50 $ - $ 0.47 $ - $ 1.71 1.70 0.42 0.35 The accompanying notes to consolidated financial statements are an integral part of these statements. 21 Consolidated Statements of Comprehensive Income (Loss) Bassett Furniture Industries, Incorporated and Subsidiaries For the years ended November 30, 2019, November 24, 2018, and November 25, 2017 (In thousands) Net income (loss) Other comprehensive income (loss): Recognize prior service cost associated with Long Term Cash Awards (LTCA) Actuarial adjustment to 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 2019 2018 2017 $ (1,928) $ 8,218 $ 18,256 - (141) 124 4 1,313 184 (382) - 126 (32) 616 304 (237) (932) 73 331 448 374 (311) (17) Other comprehensive income (loss), net of tax 1,102 777 Total comprehensive income (loss) $ (826) $ 8,995 $ 18,239 The accompanying notes to consolidated financial statements are an integral part of these statements. 22 Consolidated Statements of Cash Flows Bassett Furniture Industries, Incorporated and Subsidiaries For the years ended November 30, 2019, November 24, 2018, and November 25, 2017 (In thousands) Operating activities: Net income (loss) Adjustments to reconcile net income (loss) to net cash provided by operating activities: 2019 2018 2017 $ (1,928) $ 8,218 $ 18,256 Depreciation and amortization Non-cash goodwill impairment charge Non-cash asset impairment charges Non-cash portion of lease exit costs Gain on sale of investments Net (gain) loss on disposals of property and equipment 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 Other 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 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 Cash and cash equivalents - end of year $ 13,500 1,926 4,431 149 - 515 - (2,890) 1,497 (2,555) (2,942) 1,017 (1,816) (1,095) 9,809 (17,375) 1,643 - 5,207 (648) (11,173) (5,133) 25 328 (7,345) - (292) (12,417) (13,781) 33,468 19,687 $ 13,203 - 469 301 - (234) - 4,663 2,607 1,732 (5,998) (961) 50 5,857 29,907 (18,301) 2,689 (15,556) 482 (1,287) (31,973) (8,800) 27 355 (5,946) (674) (3,377) (18,415) (20,481) 53,949 33,468 $ 13,312 - - - (4,221 ) (1,190 ) 1,084 (302 ) 2,018 (1,225 ) (918 ) 2,477 1,926 5,840 37,057 (15,500 ) 4,474 (655 ) 5,546 (857 ) (6,992 ) (7,725 ) 310 168 (83 ) (641 ) (3,289 ) (11,260 ) 18,805 35,144 53,949 The accompanying notes to consolidated financial statements are an integral part of these statements. 23 Consolidated Statements of Stockholders’ Equity Bassett Furniture Industries, Incorporated and Subsidiaries For the years ended November 30, 2019, November 24, 2018, and November 25, 2017 (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 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 (24,310 ) - - - - - - 197 (122 ) - - - - - - 281 (602 ) 1,028 18,256 - - (4,508 ) (3,758 ) - - - - (528 ) 511 - - - - - 18,256 511 (4,508 ) (3,758 ) 478 (724 ) 1,028 Balance, November 25, 2017 10,737,950 53,690 962 139,378 (2,570 ) 191,460 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 (273,717 ) - - - - - - 317 (1,369 ) - - - - - - 65 (2,160 ) 1,133 8,218 - - 545 (5,041 ) - (3,091 ) - - 94 683 (545 ) - - - - 8,218 94 683 (5,041 ) 382 (6,620 ) 1,133 Balance, November 24, 2018 10,527,636 52,638 - 140,009 (2,338 ) 190,309 Comprehensive income (loss) Net loss Prior service cost of LTCA, net of tax Actuarial adjustment to LTCA, net of tax Actuarial adjustment to SERP, net of tax Cumulative effect of a change in accounting principle Regular dividends ($0.50 per share) Issuance of common stock Purchase and retirement of common stock Stock-based compensation - - - - - - - - - - 102,303 (513,649 ) - - - 511 (2,568 ) - - - - - - - 217 (980 ) 958 (1,928 ) - - - (21 ) (5,133 ) - (3,797 ) - - 94 (105 ) 1,113 - - - - - (1,928 ) 94 (105 ) 1,113 (21 ) (5,133 ) 728 (7,345 ) 958 Balance, November 30, 2019 10,116,290 $ 50,581 $ 195 $ 129,130 $ (1,236 ) $ 178,670 The accompanying notes to consolidated financial statements are an integral part of these statements. 24 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 103 retail stores known as Bassett Home Furnishings (referred to as “BHF”). Of the 103 stores, the Company owns and operates 70 stores (“Company-owned retail stores”) with the other 33 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 23% 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 operations 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 2019 contained 53 weeks while fiscal 2018 and 2017 each contained 52 weeks. The Consolidated Financial Statements include the accounts of Bassett Furniture Industries, Incorporated and our majority-owned subsidiaries in which we have a controlling interest. All significant intercompany balances and transactions are eliminated in consolidation. Accordingly, the results of Lane Venture have been consolidated with our results since the date of the acquisition. Sales of logistical services from Zenith to our wholesale and retail segments have been eliminated, and Zenith’s operating costs and expenses since the date of acquisition are included in selling, general and administrative expenses in our consolidated statements of net income. The financial statements have been prepared in accordance with generally accepted accounting principles in the United States ("GAAP"). Unless otherwise indicated, references in the Consolidated Financial Statements to fiscal 2019, 2018 and 2017 are to Bassett's fiscal year ended November 30, 2019, November 24, 2018 and November 25, 2017, respectively. References to the “ASC” included hereinafter refer to the Accounting Standards Codification established by the Financial Accounting Standards Board as the source of authoritative GAAP. We analyzed our licensees under the requirements for variable interest entities (“VIEs”). All of these licensees operate as BHF stores and are furniture retailers. We sell furniture to these licensees, and in some cases have extended credit beyond normal terms, made lease guarantees, guaranteed loans, or loaned directly to the licensees. We have recorded reserves for potential exposures related to these licensees. See Note 16 for disclosure of leases and lease guarantees. Based on financial projections and best available information, all licensees have sufficient equity to carry out their principal operating activities without subordinated financial support. Furthermore, we believe that the power to direct the activities that most significantly impact the licensees’ operating performance continues to lie with the ownership of the licensee dealers. Our rights to assume control over or otherwise influence the licensees’ significant activities only exist pursuant to our license and security agreements and are in the nature of protective rights as contemplated under ASC Topic 810. We completed our assessment for other potential VIEs, and concluded that there were none. We will continue to reassess the status of potential VIEs including when facts and circumstances surrounding each potential VIE change. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Some of the more significant estimates include allowances for doubtful accounts, calculation of inventory reserves, the valuation of our reporting units for the purpose of testing the carrying value of goodwill, valuation of income 25 Notes to Consolidated Financial Statements – Continued (In thousands, except share and per share data) tax reserves, lease guarantees, insurance reserves and assumptions related to our post-employment benefit obligations. Actual results could differ from those estimates. Revenue Recognition We adopted ASU 2014-09, Revenue from Contracts with Customers (ASC Topic 606 or "ASC 606") effective as of November 25, 2018, the beginning of our 2019 fiscal year. ASC 606 requires a company to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration the company expects to receive in exchange for those goods or services. For our wholesale and retail segments, revenue is recognized when the risks and rewards of ownership and title to the product have transferred to the buyer. At wholesale, transfer occurs and revenue is recognized upon the shipment of goods to independent dealers and licensee- owned BHF stores. We offer payment terms varying from 30 to 60 days for wholesale customers. Estimates for returns and allowances have been recorded as a reduction of revenue based on our historical return patterns. The contracts with our licensee store owners do not provide for any royalty or license fee to be paid to us. At retail, transfer occurs and revenue is recognized upon delivery of goods to the customer. We typically collect a significant portion of the purchase price as a customer deposit upon order, with the balance typically collected upon delivery. These deposits are carried on our balance sheet as a current liability until delivery is fulfilled and amounted to $25,341 and $27,157 as of November 30, 2019 and November 24, 2018, respectively. Substantially all of the customer deposits held at November 24, 2018 related to performance obligations satisfied during fiscal 2019 and have therefore been recognized in revenue for the year ended November 30, 2019. Estimates for returns and allowances have been recorded as a reduction of revenue based on our historical return patterns. We also sell furniture protection plans to our retail customers on behalf of a third party which is responsible for the performance obligations under the plans. Revenue from the sale of these plans is recognized upon delivery of the goods net of amounts payable to the third party service provider. For our logistical services segment, line-haul freight revenue is recognized as services are performed and are billed to the customer upon the completion of delivery to the destination. Because the customer receives the benefits of these services as the freight is in transit from point of origin to destination, we recognize revenue using a percentage of completion method based on our estimate of the amount of time freight has been in transit as of the reporting date compared with our estimate of the total required time for the deliveries. We recognize an asset for the amount of line-haul revenue earned but not yet billed which is included in other current assets. The balance of this asset was $441 at November 30, 2019 and $512 at the beginning of fiscal 2019 upon adoption of ASC 606. Warehousing services revenue is based upon warehouse space occupied by a customer’s goods and inventory movements in and out of a warehouse and is recognized as such services are provided and billed to the customer concurrently in the same period. All invoices for logistical services are due 30 days from invoice date. Sales commissions are expensed as part of selling, general and administrative expenses at the time revenue is recognized because the amortization period would have been one year or less. Sales commissions at wholesale are accrued upon the shipment of goods. Sales commissions at retail are accrued at the time a sale is written (i.e. – when the customer’s order is placed) and are carried as prepaid commissions in other current assets until the goods are delivered and revenue is recognized. At November 30, 2019 and November 24, 2018, our balance of prepaid commissions included in other current assets was $2,435 and $2,739, respectively. We do not incur sales commissions in our logistical services segment. We adopted ASC 606 using the modified retrospective method and applied the standard only to contracts that were not completed as of initial application. Results for reporting periods beginning after November 24, 2018 are presented under the new standard, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting. Our adoption of ASC 606 did not have a material impact on our consolidated financial statements except for our enhanced presentation and disclosures. Upon adoption of ASC 606, we have adopted the following policy elections and practical expedients: • We exclude from revenue amounts collected from customers for sales tax, which is consistent with our policy prior to the adoption of ASC 606. • We do not adjust the promised amount of consideration for the effects of a significant financing component since the period of time between transfer of our goods or services and the collection of consideration from the customer is less than one year. 26 Notes to Consolidated Financial Statements – Continued (In thousands, except share and per share data) • We do not disclose the value of unsatisfied performance obligations because the transfer of goods or services is made within one year of the placement of customer orders. See Note 19, Segment Information, for disaggregated revenue information. Cash Equivalents and Short-Term Investments The Company considers cash on hand, demand deposits in banks and all highly liquid investments with an original maturity of three months or less to be cash and cash equivalents. Our short-term investments consist of certificates of deposit that have original maturities of twelve months or less but greater than three months. Accounts Receivable Substantially all of our trade accounts receivable is due from customers located within the United States. We maintain an allowance for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments. The allowance for doubtful accounts is based on a review of specifically identified accounts in addition to an overall aging analysis. Judgments are made with respect to the collectibility of accounts receivable based on historical experience and current economic trends. Actual losses could differ from those estimates. Concentrations of Credit Risk and Major Customers Financial instruments that subject us to credit risk consist primarily of investments, accounts and notes receivable and financial guarantees. Investments are managed within established guidelines to mitigate risks. Accounts and notes receivable and financial guarantees subject us to credit risk partially due to the concentration of amounts due from and guaranteed on behalf of independent licensee customers. At November 30, 2019 and November 24, 2018, our aggregate exposure from receivables and guarantees related to customers consisted of the following: Accounts receivable, net of allowances (Note 5) Contingent obligations under lease and loan guarantees, less amounts recognized (Note 16) Other Total credit risk exposure related to customers 2019 2018 $ 21,378 $ 19,055 1,751 1,995 - 168 $ 23,297 $ 21,050 At November 30, 2019 and November 24, 2018, approximately 28% and 33%, respectively, of the aggregate risk exposure, net of reserves, shown above was attributable to five customers. In fiscal 2019, 2018 and 2017, no customer accounted for more than 10% of total consolidated net sales. However, two customers accounted for approximately 44%, 40% and 47% of our consolidated revenue from logistical services during 2019, 2018 and 2017, respectively. We have no foreign manufacturing or retail operations. We define export sales as sales to any country or territory other than the United States or its territories or possessions. Our export sales were approximately $1,846, $1,587, and $2,288 in fiscal 2019, 2018, and 2017, respectively. All of our export sales are invoiced and settled in U.S. dollars. Inventories Inventories (retail merchandise, finished goods, work in process and raw materials) are stated at the lower of cost or market. Cost is determined for domestic manufactured furniture inventories using the last-in, first-out (“LIFO”) method because we believe this methodology provides better matching of revenue and expenses. The cost of imported inventories and Lane Venture product inventories are determined on a first-in, first-out (“FIFO”) basis. Inventories accounted for under the LIFO method represented 52% of total inventory before reserves at both November 30, 2019 and November 24, 2018. We estimate inventory reserves for excess quantities and obsolete items based on specific identification and historical write-offs, taking into account future demand and market conditions. If actual demand or market conditions in the future are less favorable than those estimated, additional inventory write-downs may be required. Property and Equipment Property and equipment is comprised of all land, buildings and leasehold improvements and machinery and equipment used in the manufacturing and warehousing of furniture, our Company-owned retail operations, our logistical services operations, and corporate administration. This property and equipment is stated at cost less accumulated depreciation. Depreciation is 27 Notes to Consolidated Financial Statements – Continued (In thousands, except share and per share data) computed over the estimated useful lives of the respective assets utilizing the straight-line method. Buildings and improvements are generally depreciated over a period of 10 to 39 years. Machinery and equipment are generally depreciated over a period of 5 to 10 years. Leasehold improvements are amortized based on the underlying lease term, or the asset’s estimated useful life, whichever is shorter. Retail Real Estate Prior to November 30, 2019, retail real estate was comprised of owned and leased properties which have in the past been utilized by licensee operated BHF stores and are now leased or subleased to non-licensee tenants. The net book value of our retail real estate at November 24, 2018 was $1,655, included in other long-term assets in our consolidated balance sheet, and consisted of one property located near Charleston, South Carolina which was fully occupied by a tenant under a long term lease. During fiscal 2019, this property was sold to the tenant for net proceeds in the amount of $1,475, resulting in a loss of $98, included in other loss, net in our accompanying statement of operations for the year ended November 30, 2019. Depreciation expense was $94, $103, and $127 in fiscal 2019, 2018, and 2017, respectively, and is included in other loss, net, in our consolidated statements of operations. We also own a building in Chesterfield County, Virginia that was formerly leased to a licensee for the operation of a BHF store. The building is subject to a ground lease that expires in 2020, but has additional renewal options. Since 2012, we have leased the building to another party who is, as of recently, paying less than the full amount of the lease obligation, resulting in rental income insufficient to cover our ground lease obligation. Efforts to sell our interest in the building have been unsuccessful so far. We have also concluded that absent a significant cash investment in the building the likelihood of locating another tenant for the building at a rent that would provide positive cash flow in excess of the ground lease expense is remote. In addition, we obtained an appraisal during the second quarter of fiscal 2017 which indicated that the value of the building had significantly decreased and was now minimal. Given these circumstances, we concluded in the second quarter of fiscal 2017 that we are unlikely to renew the ground lease in 2020 and would therefore likely vacate the property at that time. Consequently, we recorded a non-cash impairment charge of $1,084 during fiscal 2017 to write off the value of the building. Goodwill Goodwill represents the excess of the fair value of consideration given over the fair value of the tangible assets and liabilities and identifiable intangible assets of businesses acquired. The acquisition of assets and liabilities and the resulting goodwill is allocated to the respective reporting unit: Wood, Upholstery, Retail or Logistical Services. We review goodwill at the reporting unit level annually for impairment or more frequently if events or circumstances indicate that assets might be impaired. In accordance with ASC Topic 350, Intangibles – Goodwill & Other, we first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the quantitiative goodwill impairment test described in ASC Topic 350 (as amended by Accounting Standards Update No. 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, which we adopted for our annual evaluation of goodwill performed as of September 1, 2019). The more likely than not threshold is defined as having a likelihood of more than 50 percent. If, after assessing the totality of events or circumstances, we determine that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the quantitative impairment test is unnecessary and our goodwill is considered to be unimpaired. However, if based on our qualitative assessment we conclude that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, we will proceed with performing the quantitative evaluation process. Based on our qualitative assessment as described above, we concluded that, given declines in our income from operations, primarily resulting from operating losses incurred in our retail reporting unit, as well as in our stock price since the previous analysis in fiscal 2018, it was necessary to perform the quantitative evaluation in the current year. The quantitative evaluation compares the carrying value of each reporting unit that has goodwill with the estimated fair value of the respective reporting unit. Should the carrying value of a reporting unit be in excess of the estimated fair value of that reporting unit, a goodwill impairment charge will be recognized in the amount by which the reporting unit’s carrying amount exceeds its fair value, but not to exceed the total goodwill assigned to the reporting unit. The determination of the fair value of our reporting units is based on a combination of a market approach, that considers benchmark company market multiples, an income approach, that utilizes discounted cash flows for each reporting unit and other Level 3 inputs as specified in the fair value hierarchy in ASC Topic 820, Fair Value Measurements and Disclosure (see Note 4), and, in the case of our retail reporting unit, a cost approach that utilizes estimates of net asset value. The cash flows used to determine fair value are 28 Notes to Consolidated Financial Statements – Continued (In thousands, except share and per share data) dependent on a number of significant management assumptions such as our expectations of future performance and the expected future economic environment, which are partly based upon our historical experience. Our estimates are subject to change given the inherent uncertainty in predicting future results. Additionally, the discount rate and the terminal growth rate are based on our judgment of the rates that would be utilized by a hypothetical market participant. As part of the goodwill impairment testing, we also consider our market capitalization in assessing the reasonableness of the combined fair values estimated for our reporting units. While we believe such assumptions and estimates are reasonable, the actual results may differ materially from the projected amounts. See Note 8 for additional information regarding the results of our annual goodwill impairment test performed as of September 1, 2019. Other Intangible Assets Intangible assets acquired in a business combination and determined to have an indefinite useful life are not amortized but are tested for impairment annually or between annual tests when an impairment indicator exists. The recoverability of indefinite-lived intangible assets is assessed by comparison of the carrying value of the asset to its estimated fair value. If we determine that the carrying value of the asset exceeds its estimated fair value, an impairment loss equal to the excess would be recorded. Definite-lived intangible assets are amortized over their respective estimated useful lives and reviewed for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. We estimate the useful lives of our intangible assets and ratably amortize the value over the estimated useful lives of those assets. If the estimates of the useful lives should change, we will amortize the remaining book value over the remaining useful lives or, if an asset is deemed to be impaired, a write-down of the value of the asset may be required at such time. Impairment of Long Lived Assets We periodically evaluate whether events or circumstances have occurred that indicate long-lived assets may not be recoverable or that the remaining useful life may warrant revision. When such events or circumstances are present, we assess the recoverability of long-lived assets by determining whether the carrying value will be recovered through the expected undiscounted future cash flows resulting from the use and eventual disposition of the asset. In the event the sum of the expected undiscounted future cash flows is less than the carrying value of the asset, an impairment loss equal to the excess of the asset’s carrying value over its fair value is recorded. Fair value is determined based on discounted cash flows or appraised values depending on the nature of the assets. The long-term nature of these assets requires the estimation of cash inflows and outflows several years into the future. When analyzing our real estate properties for potential impairment, we consider such qualitative factors as our experience in leasing and selling real estate properties as well as specific site and local market characteristics. Upon the closure of a Bassett Home Furnishings store, we generally write off all tenant improvements which are only suitable for use in such a store. Income Taxes We account for income taxes under the liability method which requires that we recognize deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amount of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. See Note 14. We recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. Despite our belief that our liability for unrecognized tax benefits is adequate, it is often difficult to predict the final outcome or the timing of the resolution of any particular tax matters. We may adjust these liabilities as relevant circumstances evolve, such as guidance from the relevant tax authority or our tax advisors, or resolution of issues in the courts. These adjustments are recognized as a component of income tax expense in the period in which they are identified. We evaluate our deferred income tax assets to determine if valuation allowances are required or should be adjusted. A valuation allowance is established against our deferred tax assets based on consideration of all available evidence, both positive and negative, using a “more likely than not” standard. This assessment considers, among other matters, the nature, frequency and severity of recent losses, forecasts of future profitability, the duration of statutory carryforward periods, our 29 Notes to Consolidated Financial Statements – Continued (In thousands, except share and per share data) experience with tax attributes expiring unused and tax planning alternatives. In making such judgments, significant weight is given to evidence that can be objectively verified. See Note 14. New Store Pre-Opening Costs Income from operations for fiscal 2019, 2018 and 2017 includes new store pre-opening costs of $1,117, $2,081 and $2,413, respectively. Such costs consist of expenses incurred at the new store location during the period prior to its opening and include, among other things, facility occupancy costs such as rent and utilities and local store personnel costs related to pre- opening activities including training. New store pre-opening costs do not include costs which are capitalized in accordance with our property and equipment capitalization policies, such as leasehold improvements and store fixtures and equipment. Such capitalized costs associated with new stores are depreciated commencing with the opening of the store. There are no pre-opening costs associated with stores acquired from licensees, as such locations were already in operation at the time of their acquisition. Shipping and Handling Costs Costs incurred to deliver wholesale merchandise to customers are recorded in selling, general and administrative expense and totaled $18,402, $17,511, and $18,514 for fiscal 2019, 2018 and 2017, respectively. Costs incurred to deliver retail merchandise to customers, including the cost of operating regional distribution warehouses, are also recorded in selling, general and administrative expense and totaled $23,710, $20,640, and $19,604 for fiscal 2019, 2018 and 2017, respectively. Advertising Costs incurred for producing and distributing advertising and advertising materials are expensed when incurred and are included in selling, general and administrative expenses. Advertising costs totaled $20,674, $20,922, and $18,834 in fiscal 2019, 2018, and 2017, respectively. Insurance Reserves We have self-funded insurance programs in place to cover workers’ compensation and health insurance. These insurance programs are subject to various stop-loss limitations. We accrue estimated losses using historical loss experience. Although we believe that the insurance reserves are adequate, the reserve estimates are based on historical experience, which may not be indicative of current and future losses. We adjust insurance reserves, as needed, in the event that future loss experience differs from historical loss patterns. Supplemental Cash Flow Information During the fourth quarter of fiscal 2019, we purchased certain fixed assets and inventory with a total purchase price of $2,225, of which $375 was paid for with the issuance of 24,590 shares if our common stock. There were no material non-cash investing or financing activities during fiscal 2018 or 2017. Recent Accounting Pronouncements Recently Adopted Pronouncements Effective as of the beginning of fiscal 2019, we adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606). Refer to the preceding discussion under “Revenue Recognition” for more information regarding the impact of ASC 606 on our financial statements. Effective as of the beginning of fiscal 2019, we adopted Accounting Standards Update No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. ASU 2016-15 addresses how certain cash receipts and cash payments are presented and classified in the statement of cash flows with the objective of reducing existing diversity in practice with respect to these items. Among the types of cash flows addressed are payments for costs related to debt prepayments or extinguishments, payments representing accreted interest on discounted debt, payments of contingent consideration after a business combination, proceeds from insurance claims and company-owned life insurance, and distributions from equity method investees, among others. The amendments in ASU 2016-15 are to be adopted retrospectively with comparative amounts in prior period cash flow statements reclassified to conform to the current period presentation. Accordingly, for the years ended November 24, 2018 and November 25, 2017 we have reclassified investments in Company-owned life insurance (net of death benefits received) of $1,287 and $857, respectively, from cash flows from 30 Notes to Consolidated Financial Statements – Continued (In thousands, except share and per share data) operating activities to cash flows from investing activities, and we have reclassified $78 and $184, respectively, representing the portion of a debt payment attributable to discount accretion from cash flows from financing activities to cash flows from operating activities. Effective as of the beginning of fiscal 2019, we adopted Accounting Standards Update No. 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. ASU 2016-01 requires that equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) are to be measured at fair value with changes in fair value recognized in net income. However, an entity may choose to measure equity investments that do not have readily determinable fair values at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. Furthermore, equity investments without readily determinable fair values are to be assessed for impairment using a quantitative approach. The amendments in ASU 2016-01 should be applied by means of a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption, with other amendments related specifically to equity securities without readily determinable fair values applied prospectively. The adoption of this guidance did not have a material impact upon our financial condition or results of operations. Effective as of the beginning of fiscal 2019, we adopted Accounting Standards Update No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business. ASU 2017-01 provides a screen to determine when an integrated set of assets and activities (collectively referred to as a “set”) does not constitute a business. The screen requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. This screen reduces the number of transactions that need to be further evaluated. If the screen is not met, the amendments in ASU 2017-01 (1) require that to be considered a business, a set must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create output and (2) remove the evaluation of whether a market participant could replace missing elements. During the fourth quarter of fiscal 2019, we purchased a set of production equipment for $1,966 which, upon application of the screen, did not constitute a business and was therefore accounted for as an asset purchase. Effective as of the beginning of fiscal 2019, we adopted Accounting Standards Update No. 2017-09, Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting. ASU 2017-09 was issued to provide clarity and reduce both (1) diversity in practice and (2) cost and complexity when applying the guidance in Topic 718, Compensation—Stock Compensation, to a change to the terms or conditions of a share-based payment award. The amendments in this Update provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. Essentially, an entity will not have to account for the effects of a modification if: (1) The fair value of the modified award is the same immediately before and after the modification; (2) the vesting conditions of the modified award are the same immediately before and after the modification; and (3) the classification of the modified award as either an equity instrument or liability instrument is the same immediately before and after the modification. The adoption of this guidance did not have a material impact upon our financial condition or results of operations. Effective for our annual test for impairment of goodwill as of the beginning of the fourth fiscal quarter of 2019, we have adopted Accounting Standards Update No. 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. ASU 2017-04 eliminates Step 2 from the goodwill impairment test. Under Step 2, an entity had to perform procedures to determine the fair value at the impairment testing date of its assets and liabilities (including unrecognized assets and liabilities) following the procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. Instead, under the amendments in ASU 2017-04, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Additionally, an entity should consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. Refer to the preceding discussion under “Goodwill” for additional information regarding the results of our annual impairment test following the adoption of ASU 2017-04. 31 Notes to Consolidated Financial Statements – Continued (In thousands, except share and per share data) Recent Pronouncements Not Yet Adopted In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (Topic 842). The guidance in ASU 2016-02 (as subsequently amended by ASU 2018-01, ASU 2018-10, ASU 2018-11 and ASU 2018-20) requires that a lessee recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. As with previous guidance, there continues to be a differentiation between finance leases and operating leases, however this distinction now primarily relates to differences in the manner of expense recognition over time and in the classification of lease payments in the statement of cash flows. Lease assets and liabilities arising from both finance and operating leases will be recognized in the statement of financial position. ASU 2016-02 leaves the accounting for leases by lessors largely unchanged from previous GAAP. The transitional guidance for adopting the requirements of ASU 2016-02 calls for a modified retrospective approach that includes a number of optional practical expedients that entities may elect to apply. In addition, ASU 2018-11 provides for an additional (and optional) transition method by which entities may elect to initially apply the transition requirements in Topic 842 at that Topic’s effective date with the effects of initially applying Topic 842 recognized as a cumulative effect adjustment to the opening balance of retained earnings in the period of adoption and without retrospective application to any comparative prior periods presented. Also, ASU 2018-20 provides certain narrow-scope improvements to Topic 842 as it relates to lessors. We have substantially completed identifying the population of contracts that meet the definition of a lease under ASU 2016-02. We are in the final stage of implementing a lease accounting system and finalizing our control framework in preparation for the adoption of this standard in the first quarter of fiscal 2020. We plan to elect certain practical expedients permitted under the transition guidance, including the package of practical expedients, which allows the Company to not reassess whether existing contracts contain leases, the lease classification of existing leases, or initial direct costs for existing leases. We also plan to elect not to separate lease and non-lease components for certain classes of leased assets and not to recognize a right-of-use asset and a lease liability for leases with an initial term of twelve months or less. We will adopt the guidance of ASU 2016-02 using the optional transition method as provided by ASU 2018-11. On adoption, we will recognize additional operating liabilities, with corresponding right of use assets of the same amount adjusted for prepaid/deferred rent, unamortized lease incentives and any impairment of right of use assets based on the present value of the remaining minimum rental payments. We expect the adoption of this standard to have a material effect on our statement of financial position (refer to Note 16 for information regarding our leases currently classified as operating leases under ASC Topic 840). In August 2018, the FASB issued Accounting Standards Update No. 2018-15 – Intangibles - Goodwill and Other - Internal- Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, to help entities evaluate the accounting for fees paid by a customer in a cloud computing arrangement (hosting arrangement) by providing guidance for determining when the arrangement includes a software license. The amendments in ASU 2018-15 align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal use software license). The accounting for the service element of a hosting arrangement that is a service contract is not affected by the amendments in ASU 2018-15. The amendments in ASU 2018-15 will become effective for us as of the beginning of our 2021 fiscal year. Early adoption is permitted, including adoption in any interim period. We are currently evaluating the impact that this guidance will have upon our financial position and results of operations, if any. In December 2019, the FASB issued Accounting Standards Update No. 2019-12 – Income Taxes (Topic 740) Simplifying the Accounting for Income Taxes, as part of its initiative to reduce complexity in the accounting standards. The amendments in ASU 2019-12 eliminate certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. ASU 2019-12 also clarifies and simplifies other aspects of the accounting for income taxes. The amendments in ASU 2019-12 will become effective for us as of the beginning of our 2022 fiscal year. Early adoption is permitted, including adoption in any interim period. We are currently evaluating the impact that this guidance will have upon our financial position and results of operations, if any. Reclassifications Certain prior year amounts in the consolidated financial statements have been reclassified to conform to the current year presentation with no effect on previously reported net income or Stockholders’ equity. See “Recently Adopted Accounting 32 Notes to Consolidated Financial Statements – Continued (In thousands, except share and per share data) Pronouncements” above regarding the impact of our adoption of ASU 2016-15 on the statements of cash flows for fiscal 2018 and 2017. 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. 33 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 operations. 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 $ 343 312 Purchase price $ 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 $17,436 and $22,643 at November 30, 2019 and November 24, 2018, respectively, consisted of certificates of deposit (CDs) with original terms of six to twelve months, bearing interest at rates ranging from 0.85% to 2.55%. At November 30, 2019, the weighted average remaining time to maturity of the CDs was approximately three months and the weighted average yield of the CDs was approximately 2.09%. 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 30, 2019 and November 24, 2018 approximates their fair value. 34 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, goodwill impairment testing (Note 8), which involves 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 November 30, 2019 November 24, 2018 $ $ 22,193 $ (815) 21,378 $ 19,809 (754) 19,055 Activity in the allowance for doubtful accounts was as follows: 2019 2018 Balance, beginning of the year $ Acquired allowance on accounts receivable (Note 3) Additions charged to expense Reductions to allowance, net Balance, end of the year $ 754 $ - 61 - 815 $ 617 50 339 (252) 754 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. 35 Notes to Consolidated Financial Statements – Continued (In thousands, except share and per share data) 6. Inventories Inventories consist of the following: November 30, 2019 November 24, 2018 $ 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 $ 27,792 $ 733 17,293 31,534 77,352 (8,688 ) (2,362 ) 66,302 $ 30,750 432 15,503 27,599 74,284 (8,326) (1,766) 64,192 We source a significant amount of our wholesale product from other countries. During 2019, 2018 and 2017, purchases from our two largest vendors located in Vietnam and China were $15,221, $24,073 and $21,977 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 product offerings to respond to consumer tastes and keep our product lines fresh. If actual demand or market conditions in the future are less favorable than those estimated, additional inventory write-downs may be required. In determining reserves, we calculate separate reserves on our wholesale and retail inventories. Our wholesale inventories tend to carry the majority of the reserves for excess quantities and obsolete inventory due to the nature of our distribution model. These wholesale reserves primarily represent design and style obsolescence. Typically, product is not shipped to our retail warehouses until a consumer has ordered and paid a deposit for the product. We do not typically hold retail inventory for stock purposes. Consequently, floor sample inventory and inventory for delivery to customers account for the majority of our inventory at retail. Retail reserves are based on accessory and clearance floor sample inventory in our stores and any inventory that is not associated with a specific customer order in our retail warehouses. Activity in the reserves for excess quantities and obsolete inventory by segment are as follows: Balance at November 25, 2017 Acquired reserve on inventory (Note 3) Additions charged to expense Write-offs Balance at November 24, 2018 Additions charged to expense Write-offs Balance at November 30, 2019 $ $ Wholesale Segment Retail 1,618 $ 110 1,884 (2,112) 1,500 1,881 (1,327) 2,054 $ Segment Total 277 $ - 425 (436) 266 373 (331) 308 $ 1,895 110 2,309 (2,548) 1,766 2,254 (1,658) 2,362 Additions charged to expense for our wholesale segment during the year ended November 30, 2019 includes a $390 inventory valuation charge arising from our decision to exit the juvenile furniture line of business. 36 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 30, 2019 November 24, 2018 $ $ 9,478 $ 126,085 115,131 250,694 (148,970 ) 101,724 $ 9,908 124,449 108,379 242,736 (137,873) 104,863 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 30, 2019 November 24, 2018 $ $ 28,993 $ 55,625 17,106 101,724 $ 26,511 61,380 16,972 104,863 At November 30, 2019 we owned one retail store property located in Gulfport, Mississippi which was under contract to be sold. The net book value of the property of $1,569 at November 30, 2019 is classified as held for sale and is included in other current assets in the accompanying consolidated balance sheets at November 30, 2019. The sale of the property was completed subsequent to November 30, 2019 for net proceeds of $1,639. Depreciation expense associated with the property and equipment shown above was included in income from operations in our consolidated statements of operations as follows: Cost of goods sold (wholesale segment) Selling, general and adminstrative expenses: 2019 2018 2017 $ 1,402 $ 1,264 $ 989 Wholesale segment Retail segment Logistical services segment Total included in selling, general and adminstrative expenses Total depreciation expense included in income from operations $ 1,672 7,479 3,697 12,848 14,250 $ 1,666 7,060 3,747 12,473 13,737 $ 1,531 7,080 3,987 12,598 13,587 37 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 30, 2019 Gross Carrying Amount Accumulated Amortization Intangible Assets, Net $ 3,550 $ 834 (1,088) $ (575) 2,462 259 Total intangible assets subject to amortization $ 4,384 $ (1,663) 2,721 Intangibles not subject to amortization: Trade names Goodwill Total goodwill and other intangible assets Intangibles subject to amortization: Customer relationships Technology - customized applications 9,338 14,117 $ 26,176 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 Total goodwill and other intangible assets 9,338 16,043 $ 28,480 We performed our annual goodwill impairment test as of September 1, 2019. As a result of this test, we concluded that the carrying value of our retail reporting unit exceeded its fair value by an amount in excess of the goodwill previously allocated to the reporting unit. Therefore, we recognized a goodwill impairment charge of $1,926. The fair values of the other reporting units with material amounts of goodwill substantially exceeded their carrying values as of September 1, 2019. The determination of the fair value of our reporting units is based on a combination of a market approach, that considers benchmark company market multiples, and an income approach, that utilizes discounted cash flows for each reporting unit and other Level 3 inputs as specified in the fair value hierarchy in ASC Topic 820, Fair Value Measurements and Disclosure (see Note 4). Under the income approach, we determine fair value based on the present value of the most recent cash flow projections for each reporting unit as of the date of the analysis and calculate a terminal value utilizing a terminal growth rate. The significant assumptions under this approach include, among others: income projections, which are dependent on future sales, new product introductions, customer behavior, competitor pricing, operating expenses, the discount rate, and the terminal growth rate. The cash flows used to determine fair value are dependent on a number of significant management assumptions such as our expectations of future performance and the expected future economic environment, which are partly based upon our historical experience. Our estimates are subject to change given the inherent uncertainty in predicting future results. Additionally, the discount rate and the terminal growth rate are based on our judgment of the rates that would be utilized by a hypothetical market participant. As part of the goodwill impairment testing, we also consider our market capitalization in assessing the reasonableness of the combined fair values estimated for our reporting units. 38 Notes to Consolidated Financial Statements – Continued (In thousands, except share and per share data) Changes in the carrying amounts of goodwill by reportable segment were as follows: Wholesale Retail Logistics Total 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 Goodwill impairment 9,188 - 1,926 (1,926 ) 4,929 - 16,043 (1,926) Balance as of November 30, 2019 $ 9,188 $ - $ 4,929 $ 14,117 Accumulated impairment losses at November 30, 2019 were $1,926. There were no accumulated impairment losses on goodwill as of November 24, 2018 or November 25, 2017. The weighted average useful lives of our finite-lived intangible assets and remaining amortization periods as of November 30, 2019 are as follows: Remaining Amortization Period in Years Useful Life in Years Customer relationships Technology - customized applications 14 7 10 2 Amortization expense associated with intangible assets during fiscal 2019, 2018 and 2017 was $379, $374 and $322, respectively and is included in selling, general and administrative expense in our consolidated statement of operations. All expense arising from the amortization of intangible assets is associated with our logistical services segment except for $57 and $51 in fiscal 2019 and 2018, respectively, associated with our wholesale segment arising from Lane Venture (Note 3). Estimated future amortization expense for intangible assets that exist at November 30, 2019 is as follows: Fiscal 2020 Fiscal 2021 Fiscal 2022 Fiscal 2023 Fiscal 2024 Thereafter $ 379 379 279 259 259 1,166 Total $ 2,721 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 operations. 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 39 Notes to Consolidated Financial Statements – Continued (In thousands, except share and per share data) 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 operations. 10. Notes Payable and Bank Credit Facility Real Estate Notes Payable Certain of our retail real estate properties were financed through commercial mortgages with outstanding principal totaling $292 at November 24, 2018, which was included in other current liabilities and accrued expenses in the accompanying condensed consolidated balance sheet. These obligations were paid in full during the third quarter of fiscal 2019. Fair Value We believe that the carrying amount of our notes payable approximated fair value at November 24, 2018. In estimating the fair value, we utilize current market interest rates for similar instruments. The inputs into these fair value calculations reflect our market assumptions and are not observable. Consequently, the inputs are considered to be Level 3 as specified in the fair value hierarchy in ASC Topic 820, Fair Value Measurements and Disclosures. See Note 4. Bank Credit Facility Our credit facility with our bank provides for a line of credit of up to $25,000. This credit facility is unsecured and contains covenants requiring us to maintain certain key financial ratios. We are in compliance with all covenants under the agreement and expect to remain in compliance for the foreseeable future. The credit facility will mature in December 2021. We have $2,673 outstanding under standby letters of credit against our line, leaving availability under our credit line of $22,327. In addition, we have outstanding standby letters of credit with another bank totaling $325. Total interest paid during fiscal 2019, 2018 and 2017 was $7, $166 and $322, 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 $196, $102 and $55 for fiscal 2019, 2018 and 2017, respectively. Our liability for Company contributions and participant deferrals at November 30, 2019 and November 24, 2018 was $894 and $749, respectively, and is included in post-employment benefit obligations in our consolidated balance sheets. 40 Notes to Consolidated Financial Statements – Continued (In thousands, except share and per share data) 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 2019, 2018 and 2017, we invested $627, $900 and $431 in life insurance policies covering all participants in the Plan. At November 30, 2019, 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 $2,273 at November 30, 2019 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 Benefits paid Projected benefit obligation at end of year Accumulated Benefit Obligation Discount rate used to value the ending benefit obligations: Amounts recognized in the consolidated balance sheet: Current liabilities Noncurrent liabilities Total amounts recognized Amounts recognized in accumulated other comprehensive income: Prior service cost Actuarial loss Net amount recognized Total recognized in net periodic benefit cost and accumulated other comprehensive income: 41 2019 2018 $ 11,652 190 441 (1,172) (1,021) $ 10,090 12,322 196 418 (616) (668) 11,652 9,998 $ 11,559 2.75% 4.00% 655 9,435 10,090 $ $ 606 1,055 1,661 $ $ 798 10,854 11,652 806 2,408 3,214 (541) $ (2) $ $ $ $ $ $ $ $ Notes to Consolidated Financial Statements – Continued (In thousands, except share and per share data) 2019 2018 2017 Components of Net Periodic Pension Cost: Service cost Interest cost Amortization of transition obligation Amortization of prior service cost Amortization of other loss $ 190 $ 441 - 126 183 196 $ 418 42 126 262 Net periodic pension cost $ 940 $ 1,044 $ 146 423 42 - 323 934 Assumptions used to determine net periodic pension cost: Discount rate Increase in future compensation levels Estimated Future Benefit Payments (with mortality): 4.00 % 3.00 % 3.50 % 3.00 % 3.75 % 3.00 % Fiscal 2020 Fiscal 2021 Fiscal 2022 Fiscal 2023 Fiscal 2024 Fiscal 2025 through 2029 655 622 821 779 734 2,961 Of the $1,661 recognized in accumulated other comprehensive income at November 30, 2019, amounts expected to be recognized as components of net periodic pension cost during fiscal 2020 are as follows: Prior service cost Other loss $ Total expected to be amortized to net periodic pension cost in 2020 $ 126 7 133 The components of net periodic pension cost other than the service cost component are included in other loss, net in our consolidated statements of operations. Deferred Compensation Plan We have an unfunded Deferred Compensation Plan that covers one current and certain former executives and provides for voluntary deferral of compensation. This plan has been frozen with no additional participants or benefits permitted. We recognized expense of $204, $216, and $216 in fiscal 2019, 2018, and 2017, respectively, associated with the plan. Our liability under this plan was $1,767 and $1,837 as of November 30, 2019 and November 24, 2018, 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 $1,157, $1,128 and $1,068 during fiscal 2019, 2018 and 2017, respectively. 42 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 30, 2019 and November 24, 2018, which is comprised solely of post-retirement benefit costs related to our SERP and LTC Awards, is as follows: 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 Actuarial gains Net pension amortization reclassified from accumulated other comprehensive loss Tax effects Balance at November 30, 2019 $ $ (2,570) (545) 616 430 (269) (2,338) 1,172 308 (378) (1,236) (1) In 2018 we adopted ASU 2018-02, Income Statement – Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Comprehensive Income. ASU 2018-02 addressed the impact of the remeasurement of deferred taxes on items in accumulated other comprehensive income due to the reduction in federal statutory rates arising from the Tax Cuts and Jobs Act of December 2017 by allowing 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 operations for fiscal 2019, 2018 and 2017 was as follows: Stock based compensation expense $ 958 $ 1,133 $ 1,028 2019 2018 2017 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. 43 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 2019, 2018 or 2017. Changes in the outstanding options under our plans during the year ended November 30, 2019 were as follows: Weighted Average Exercise Price Per Share Number of Shares 8,350 $ - (3,100) - 5,250 5,250 $ 8.02 - 8.02 - 8.02 8.02 Outstanding at November 24, 2018 Granted Exercised Forfeited/Expired Outstanding at November 30, 2019 Exercisable at November 30, 2019 All remaining options outstanding at November 30, 2019 are exercisable at $8.02 per share with a remaining contractual life of 1.6 years and an aggregate intrinsic value of $38. There were no non-vested options outstanding under our plans during the year ended November 30, 2019. Additional information regarding activity in our stock options during fiscal 2019, 2018 and 2017 is as follows: 2019 2018 2017 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 $ 34 $ 25 6 75 $ 27 16 564 310 188 Restricted Shares Changes in the outstanding non-vested restricted shares during the year ended November 30, 2019 were as follows: Non-vested restricted shares outstanding at November 24, 2018 Granted Vested Forfeited Non-vested restricted shares outstanding at November 30, 2019 Weighted Average Grant Date Fair Value Per Share Number of Shares 81,036 $ 18,153 (6,036) (3,000) 90,153 $ 32.03 15.81 33.07 20.97 32.03 Restricted share awards granted in fiscal 2019 consisted of 9,653 restricted shares granted to our non-employee directors on March 6, 2019 which will vest on the first anniversary of the grant, and 5,000 and 3,500 restricted shares granted to employees on July 23, 2019 and October 9, 2019, respectively, which will vest on the third anniversary of each grant. During fiscal 2019, 6,036 restricted shares were vested and released, all of which had been granted to directors. During fiscal 2018 and 2017, 19,810 shares and 21,210 shares, respectively, were withheld to cover withholding taxes of $674 and $641, respectively, arising from the vesting of restricted shares. During fiscal 2019, 2018 and 2017, excess tax benefits of $0, $207 and $366, respectively, were recognized within income tax expense upon the release of vested shares. 44 Notes to Consolidated Financial Statements – Continued (In thousands, except share and per share data) Additional information regarding our outstanding non-vested restricted shares at November 30, 2019 is as follows: Grant Date Restricted Shares Share Value at Grant Date Outstanding Per Share Remaining Restriction Period (Years) January 10, 2017 January 11, 2018 March 6, 2019 July 23, 2019 October 9, 2019 36,000 $ 36,000 9,653 5,000 3,500 90,153 29.05 35.75 18.13 12.34 14.37 0.1 1.1 0.3 2.6 2.9 Unrecognized compensation cost related to these non-vested restricted shares at November 30, 2019 is $594, of which $525 is expected to be recognized in fiscal 2020 with the remainder to be recognized over the following two fiscal years. Employee Stock Purchase Plan In March of 2017 we adopted and implemented the 2017 Employee Stock Purchase Plan (“2017 ESPP”) that allows eligible employees to purchase a limited number of shares of our stock at 85% of market value. Under the 2017 ESPP we sold 23,460, 14,967 and 6,275 shares to employees during fiscal 2019, 2018 and 2017, respectively, which resulted in an immaterial amount of compensation expense. There are 205,298 shares remaining available for sale under the 2017 ESPP at November 30, 2019. 14. Income Taxes The components of the income tax provision are as follows: Current: Federal State Deferred: Increase (decrease) in Federal State Total 2019 2018 2017 $ 2,150 $ 892 (1,137 ) $ 462 7,887 2,035 (2,191) (663) 188 $ 4,747 (84 ) 3,988 $ (200) (102) 9,620 $ 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 became effective 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, applies 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 deferred tax assets. Our accounting for the income tax effects of the Act was complete as of November 24, 2018. 45 Notes to Consolidated Financial Statements – Continued (In thousands, except share and per share data) 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 Impairment of non-deductible goodwill Excess tax benefits from stock-based compensation Other Effective income tax rate 2019 2018 2017 21.0% - (14.0) (23.2) 0.3 5.1 (10.8)% 22.2% 10.9 4.6 - (1.5) (3.5) 32.7% 35.0% - 3.9 - (1.8) (2.6) 34.5% Excess tax benefits in the amount of $22, $223 and $554 were recognized as a component of income tax expense during fiscal 2019, 2018 and 2017, respectively, resulting from the exercise of stock options and the release of restricted shares. The fiscal 2019 adjustment for impairment of non-deductible goodwill reflects the fact that there was no tax basis related to the impaired goodwill. 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 30, 2019 November 24, 2018 $ 207 $ 2,487 44 3,241 193 81 3,753 1,828 11,834 - 11,834 4,288 1,114 688 192 1,755 109 3,619 218 15 3,199 1,290 10,397 - 10,397 5,353 1,060 718 Total deferred income tax liabilities 6,090 7,131 Net deferred income tax assets $ 5,744 $ 3,266 We have state net operating loss carryforwards available to offset future taxable state income of $4,095, 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 2019, 2018 and 2017 were $1,228, $1,431, and $7,516, 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 30, 2019 and November 24, 2018 were not material. Significant judgment is required in evaluating the Company's federal and state tax positions and in the determination of its tax provision. Despite our belief that the liability for unrecognized tax benefits is adequate, it is often difficult to predict the 46 Notes to Consolidated Financial Statements – Continued (In thousands, except share and per share data) 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 2016 through 2019 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. Early Retirement Program During the first quarter of fiscal 2019, we offered a voluntary early retirement package to certain eligible employees of the Company. Twenty-three employees accepted the offer, which expired on February 28, 2019. These employees are to receive pay equal to one-half their current salary plus benefits over a period of one year from the final day of each individual’s active employment. Accordingly, we recognized a charge of $835 during the year ended November 30, 2019. The unpaid obligation of $374 is included in other accrued liabilities in our consolidated balance sheet as of November 30, 2019. Asset Impairment Charges and Lease Exit Costs During fiscal 2019, the loss from operations included $4,431 of non-cash impairment charges recognized on the assets of six underperforming retail stores. In addition, a $149 charge was accrued for lease exit costs incurred in connection with the repositioning of a Company-owned retail store in Palm Beach, Florida to a new location within the same market. During fiscal 2018 income from operations included $469 of non-cash asset impairment charges recognized on the assets of one underperforming retail location, 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. There were no asset impairment charges or lease exit costs incurred against income from operations during fiscal 2017. See Note 2 regarding non-operating impairment charges incurred in connection with our investments in retail real estate. Litigation Expense During fiscal 2019 we accrued $700 for the estimated costs to resolve certain wage and hour violation claims that have been asserted against the Company. While the ultimate cost of resolving these claims may be substantially higher, the amount accrued represents our estimate of the most likely outcome of a mediated settlement. 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 47 Notes to Consolidated Financial Statements – Continued (In thousands, except share and per share data) from two to seven years with fixed monthly rental payments plus variable charges based upon mileage. The following schedule shows future minimum lease payments under non-cancellable operating leases with terms in excess of one year as of November 30, 2019: Fiscal 2020 Fiscal 2021 Fiscal 2022 Fiscal 2023 Fiscal 2024 Thereafter Total future minimum lease payments Warehousing & Distribution Centers Retail Stores Transportation Equipment All Other Total $ 24,524 $ 22,596 20,067 18,243 14,385 46,759 $ 146,574 $ 5,745 $ 5,012 4,742 3,302 1,396 368 20,565 $ 4,938 $ 3,761 2,618 1,311 1,049 391 14,068 $ 1,824 $ 37,031 32,478 1,109 27,929 502 22,913 57 16,835 5 47,518 - 3,497 $ 184,704 Lease expense was $41,809, $38,970 and $34,372 for 2019, 2018, and 2017, respectively. 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 $8,050 and $6,716 at November 30, 2019 and November 24, 2018, respectively, with the non-current portion of $6,799 and $5,715, 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 2020 Fiscal 2021 Fiscal 2022 Fiscal 2023 Fiscal 2024 Thereafter $ Total minimum future rental income $ 1,533 948 602 285 180 120 3,668 Real estate rental net loss (rental income less lease costs, depreciation, insurance, and taxes), related to licensee stores and other investment real estate, was $156, $23 and $48 in 2019, 2018 and 2017, respectively, and is reflected in other loss, net in the accompanying consolidated statements of operations. 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 $1,776 and $2,021 at November 30, 2019 and November 24, 2018, respectively. In the event of default by an independent dealer under the guaranteed lease, we believe that the risk of loss is mitigated through a combination of options that include, but are not limited to, arranging for a replacement dealer, 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 30, 2019 and November 24, 2018, were not material. 48 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. See Note 15 regarding litigation arising from certain wage and hour violations which have been asserted against the Company. 18. Earnings (Loss) Per Share The following table sets forth the computation of basic and diluted earnings (loss) per share: Numerator: Net income (loss) Denominator: Denominator for basic income per share - weighted average shares Effect of dilutive securities Denominator for diluted income per share — weighted average shares 2019 2018 2017 $ (1,928) $ 8,218 $ 18,256 10,285,511 10,651,351 10,649,225 82,850 40,424 - and assumed conversions 10,285,511 10,691,775 10,732,075 Basic income (loss) per share: Net income (loss) per share — basic Diluted income (loss) per share: Net income (loss) per share — diluted $ (0.19) $ 0.77 $ 1.71 $ (0.19) $ 0.77 $ 1.70 For fiscal 2019, 2018 and 2017, the following potentially dilutive shares were excluded from the computations as there effect was anti-dilutive: Unvested restricted shares Stock options 2019 2018 2017 90,153 5,250 45,036 - - - 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 operations. ● Retail – Company-owned stores. Our retail segment consists of Company-owned stores and includes the revenues, expenses, assets and liabilities and capital expenditures directly related to these stores and the Company-owned distribution network utilized to deliver products to our retail customers. ● Logistical services. 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 49 Notes to Consolidated Financial Statements – Continued (In thousands, except share and per share data) statement of operations. Zenith’s operating costs are included in selling, general and administrative expenses and total $78,220, $81,468 and $80,068 for fiscal 2019, 2018 and 2017, respectively. During the fourth quarter of fiscal 2018, we substantially completed transferring operational control of home delivery services for BHF stores from Zenith to our retail segment, including the transfer of the assets and many of the employees used in providing that service. Accordingly, the results for the retail and logistical services segments for all periods prior to fiscal 2019 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 Asset impairment charges Goodwill impairment charge Early retirement program Litigation expense Lease exit costs 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 $ $ $ $ $ $ 2019 2018 2017 261,105 $ 268,693 80,074 255,958 $ 268,883 82,866 (125,933) (31,852) 452,087 $ (122,372 ) (28,480 ) 456,855 $ 249,193 268,264 83,030 (119,360 ) (28,624 ) 452,503 11,456 $ (7,009) 1,855 1,144 (4,431) (1,926) (835) (700) (149) (595) $ 3,178 $ 6,303 4,019 13,500 $ 5,650 $ 8,473 3,627 17,750 $ 12,274 $ (312 ) 1,398 1,494 (469 ) - - - (301 ) 14,084 $ 3,038 $ 6,096 4,069 13,203 $ 4,194 $ 12,769 1,338 18,301 $ 19,121 3,490 2,962 1,445 - - - - - 27,018 2,648 6,355 4,309 13,312 4,875 8,108 2,517 15,500 144,392 $ 91,997 39,377 275,766 $ 144,209 $ 96,241 51,191 291,641 $ 152,181 90,186 51,381 293,748 50 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: 2019 2018 2017 Bassett Custom Upholstery Bassett Leather Bassett Custom Wood Bassett Casegoods Accessories (1) Total $ $ 152,415 19,220 46,082 40,920 2,468 261,105 58.4 % $ 7.4 % 17.6 % 15.7 % 0.9 % 100.0 % $ 141,321 21,589 46,074 42,875 4,099 255,958 55.2 % $ 8.4 % 18.0 % 16.8 % 1.6 % 100.0 % $ 136,366 22,528 43,793 42,874 3,632 249,193 54.7 % 9.0 % 17.6 % 17.2 % 1.5 % 100.0 % (1) Beginning with the third quarter of fiscal 2019, our wholesale segment no longer purchases accessory items for resale to our retail segment or to third party customers such as licensees or independent furniture retailers. Our retail segment and third party customers now source their accessory items directly from the accessory vendors. 20. Quarterly Results of Operations First Quarter (1) Second Quarter Third Quarter Fourth Quarter (2) 2019 Sales revenue: Furniture and accessories Logistics $ Total sales revenue Cost of furniture and accessories sold Income (loss) from operations Net income (loss) Basic earnings (loss) per share Diluted earnings (loss) per share 107,357 $ 13,484 120,841 49,177 949 608 0.06 0.06 98,369 $ 11,050 109,419 42,246 3,400 2,157 0.21 0.21 102,315 11,322 113,637 45,291 (5,645) (5,138) (0.50) (0.50) 95,824 $ 12,366 108,190 42,530 701 445 0.04 0.04 2018 First Second Quarter (3) Quarter (4) Third Quarter Fourth Quarter (5) 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 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 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 51 Notes to Consolidated Financial Statements – Continued (In thousands, except share and per share data) The first quarter of fiscal 2019 included 14 weeks. All other quarters shown above for fiscal 2019 and 2018 consist of 13 week fiscal periods. (1) Income from operations includes a charge of $835 arising from certain eligible employees’ acceptance of voluntary early retirement package (see Note 15). (2) Loss from operations includes a charge for the impairment of goodwill of $1,926 (see Note 8) and charges of $4,431, $700 and $149 for impairment of long-lived assets, litigation costs and lease termination costs, respectively (see Note 15). (3) Net loss 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). (4) Income from operations includes a gain of $165 from the sale of our Spring, Texas retail store (see 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). (5) 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). 52 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) 2019 2018 2017 2016 2015 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 $ $ $ $ $ $ $ $ $ $ $ $ 452,087 (1) $ (595) (2) $ $ $ $ $ $ $ $ $ $ (1,145) (1,740) 188 (1,928) (0.19) 5,133 0.50 275,766 - 1.89 to 1 17.66 $ 456,855 (1) $ 452,503 (1) $ 27,018 (2) $ 858 (3) $ $ $ $ $ $ $ $ $ 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 $ 0.47 0.77 $ 293,748 291,641 329 $ - 1.91 to 1 1.82 to 1 17.83 $ 18.08 $ 432,038 (1) $ 430,927 (1) 25,989 (2) 28,193 (2) $ 5,879 (4) $ (2,416) 31,868 $ 25,777 11,435 $ 9,948 20,433 $ 15,829 1.88 $ 1.46 5,868 $ 7,345 $ 0.68 0.54 $ 282,543 278,267 8,500 $ 3,821 1.84 to 1 1.83 to 1 16.25 $ 16.85 (1) Fiscal 2019, 2018, 2017, 2016 and 2015 included logistical services revenue from Zenith in the amount of $48,222, $54,386, $54,406, $54,842 and $43,522, respectively, since the acquisition of Zenith on February 2, 2015. (2) Fiscal 2019 operating income includes asset impairment charges, a goodwill impairment charge, litigation costs, early retirement program charges and lease exit costs totaling $8,041. 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), and 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 and $240 of income received from the Continued Dumping and Subsidy Offset Act (“CDSOA”). (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). 53 Bassett Furniture Industries, Incorporated Schedule II Analysis of Valuation and Qualifying Accounts For the Years Ended November 30, 2019, November 24, 2018 and November 25, 2017 (amounts in thousands) Balance Beginning of Period Additions Charged to Cost and Expenses Deductions (1) Other Balance End of Period For the Year Ended November 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 For the Year Ended November 30, 2019: Reserve deducted from assets to which it applies Allowance for doubtful accounts Notes receivable valuation reserves $ $ 754 $ 61 $ - $ - $ 815 377 $ - $ (18 ) $ - $ 359 (1) Deductions are for the purpose for which the reserve was created. (2) Represents reserves of acquired business at date of acquisition. 54 STOCKHOLDER 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 Allan 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 29, 2014 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 29, 2014 Assumes Dividends Reinvested 55 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 30, 2019 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 30, 2019, 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 23, 2020 56 Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of Bassett Furniture Industries, Incorporated and Subsidiaries Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Bassett Furniture Industries, Incorporated and Subsidiaries (the Company) as of November 30, 2019 and November 24, 2018, 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 30, 2019, 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 30, 2019 and November 24, 2018, and the results of its operations and its cash flows for each of the three years in the period ended November 30, 2019, 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 30, 2019, 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 23, 2020 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 23, 2020 57 Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of Bassett Furniture Industries, Incorporated and Subsidiaries Opinion on Internal Control over Financial Reporting We have audited Bassett Furniture Industries, Incorporated and Subsidiaries’ internal control over financial reporting as of November 30, 2019, 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 30, 2019, 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 30, 2019 and November 24, 2018, 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 30, 2019, and the related notes and schedule and our report dated January 23, 2020 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 23, 2020 58 THIS PAGE INTENTIONALLY LEFT BLANK 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 “hope,” “believe,” “expect,” “plan” or “planned,” “intend,” 6201 15th Avenue 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 11, 2020 at 10 a.m. ET at the as assumptions made by and information currently available to Bassett Train Station Event Center 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 3,700 beneficial If the Company does not attain its goals, its business and amounts for the high and low market prices and dividends results of operations might be adversely affected. For declared for the last two fiscal years are listed below: stockholders as of January 17, 2020. The range of per share a discussion of factors that may impair the Company’s 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 2019 2018 2019 2018 HIGH LOW HIGH LOW First $21.95 $18.11 $40.30 $31.30 $0.125 Second 20.04 14.61 34.35 27.48 $0.125 Third 16.23 11.64 30.05 22.45 Fourth 18.24 11.76 23.40 18.86 0.125 0.125 $0.11 0.11 0.125 0.125 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 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. KRISTINA K. CASHMAN Former Chief Financial Officer Upward Projects, LLC VIRGINIA W. HAMLET Founder and Owner Hamlet Vineyards, LLC OFFICERS ROBERT H. SPILMAN, JR. Chairman of the Board and Chief Executive Officer KENA A. COHENOUR Vice President, Upholstery Merchandising DAVID C. BAKER Senior Vice President, Chief Retail Officer NICHOLAS C. GEE Vice President, Corporate Retail Sales JOHN E. BASSETT, III Senior Vice President, Chief Operations Officer DRURY E. INGRAM Vice President, Corporate Controller BRUCE R. COHENOUR Senior Vice President, Chief Sales Officer MATTHEW S. JOHNSON Vice President, Sales J. MICHAEL DANIEL Senior Vice President, Chief Financial & Administrative Officer MIKE R. KREIDLER Vice President, Upholstery JACK L. HAWN, JR. Senior Vice President, Bassett President, Zenith KARA KELCHNER-STRONG Senior Vice President, Customer Experience Officer STEFANIE J. LUCAS Senior Vice President, Chief Merchandising Officer JAY R. HERVEY Vice President, Secretary, General Counsel EDWIN C. AVERY, JR. Vice President, Upholstery Product Development ZACHARY H. BRYANT President, Lane Venture BRIAN W. CLASPELL Vice President, Chief Information Officer BETH A. LARSON Vice President, Upholstery Finance & Administration 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
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