UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended August 31, 2013

OR

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

THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________________________ to _______________________

Commission File No. 0-209

BASSETT FURNITURE INDUSTRIES, INCORPORATED

(Exact name of Registrant as specified in its charter)

 

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

 3525 Fairystone Park Highway

 Bassett, Virginia 24055

 (Address of principal executive offices)

 (Zip Code)

(276) 629-6000

(Registrant's telephone number, including area code)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes __ X____No ___ ____

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes _ X___No _______

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.

Large Accelerated Filer _______ Accelerated Filer__ X _    Non-accelerated Filer _ ____   Smaller Reporting Company _______

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes __ ____No ___X ____

At September 27, 2013, 10,924,612 shares of common stock of the Registrant were outstanding.

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BASSETT FURNITURE INDUSTRIES, INCORPORATED AND SUBSIDIARIES

TABLE OF CONTENTS

ITEM			PAGE
		PART I - FINANCIAL INFORMATION
1.	Condensed Consolidated Financial Statements as of August 31, 2013 (unaudited) and November 24, 2012 and for the three and nine months ended August 31, 2013 (unaudited) and August 25, 2012 (unaudited)
		Condensed Consolidated Statements of Income and Retained Earnings	3
		Condensed Consolidated Statements of Comprehensive Income	4
		Condensed Consolidated Balance Sheets	5
		Condensed Consolidated Statements of Cash Flows	6
		Notes to Condensed Consolidated Financial Statements	7
2.	Management's Discussion and Analysis of Financial Condition and Results of Operations		19
3.	Quantitative and Qualitative Disclosures About Market Risk		34
4.	Controls and Procedures		34
		PART II - OTHER INFORMATION
1.	Legal Proceedings		36
2.	Unregistered Sales of Equity Securities and Use of Proceeds		36
3.	Defaults Upon Senior Securities		36
6.	Exhibits		36

 

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PART I - FINANCIAL INFORMATION

 PART I – FINANCIAL INFORMATION – CONTINUED

ITEM 1. FINANCIAL STATEMENTS

BASSETT FURNITURE INDUSTRIES, INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE PERIODS ENDED AUGUST 31, 2013 AND AUGUST 25, 2012 – UNAUDITED

(In thousands)

 

	Quarter Ended						Nine Months Ended
	August 31,			August 25,			August 31,			August 25,
	2013			2012			2013			2012
Net sales	$	77,152		$	64,438		$	238,224		$	192,860
Cost of sales		38,429			30,620			116,315			91,710
Gross profit		38,723			33,818			121,909			101,150
Selling, general and administrative expenses		37,900			33,052			115,312			97,515
Restructuring and asset impairment charges		-			-			-			711
Lease exit costs		-			-			-			359
Income from operations		823			766			6,597			2,565
Income from Continued Dumping & Subsidy Offset Act		-			-			-			9,010
Other loss, net		(229	)		(315	)		(1,026	)		(2,239	)
Income before income taxes		594			451			5,571			9,336
Income tax expense (benefit)		38			(1,920	)		2,082			(481	)
Net income	$	556		$	2,371		$	3,489		$	9,817
Retained earnings-beginning of period		106,167			102,417			104,319			96,331
Purchase and retirement of common stock		-			(2,282	)		-			(2,515	)
Cash dividends		(656	)		(545	)		(1,741	)		(1,672	)
Retained earnings-end of period	$	106,067		$	101,961		$	106,067		$	101,961
Basic earnings per share	$	0.05		$	0.22		$	0.33		$	0.89
Diluted earnings per share	$	0.05		$	0.21		$	0.32		$	0.88
Dividends per share	$	0.06		$	0.05		$	0.16		$	0.15

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

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PART I – FINANCIAL INFORMATION – CONTINUED

ITEM 1. FINANCIAL STATEMENTS

BASSETT FURNITURE INDUSTRIES, INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

AUGUST 31, 2013 AND NOVEMBER 24, 2012

(In thousands)

	Quarter Ended				Nine Months Ended
	August 31,		August 25,		August 31,		August 25,
	2013		2012		2013		2012
Net income	$	556	$	2,371	$	3,489	$	9,817
Other comprehensive income (loss):
Net change in unrealized holding gains		-		42		-		119
Amortization associated with supplemental executive retirement defined benefit plan (SERP)		19		8		57		24
Changes in related deferred tax effects		-		-		-		(511	)
Other comprehensive income (loss), net of tax		19		50		57		(368	)
Total comprehensive income	$	575	$	2,421	$	3,546	$	9,449

 

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

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PART I – FINANCIAL INFORMATION – CONTINUED

ITEM 1. FINANCIAL STATEMENTS

BASSETT FURNITURE INDUSTRIES, INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE PERIODS ENDED AUGUST 31, 2013 AND AUGUST 25, 2012 – UNAUDITED

(In thousands)

	(Unaudited)
	August 31, 2013			November 24, 2012
Assets
Current assets
Cash and cash equivalents	$	8,904		$	45,566
Short-term investments		28,125			-
Accounts receivable, net		16,219			15,755
Inventories, net		58,475			57,916
Deferred income taxes		6,687			6,832
Other current assets		10,304			6,439
Total current assets		128,714			132,508
Property and equipment, net		60,809			56,624
Retail real estate		12,368			12,736
Deferred income taxes		9,565			10,485
Other		14,116			14,827
Total long-term assets		36,049			38,048
Total assets	$	225,572		$	227,180
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable	$	19,048		$	22,405
Accrued compensation and benefits		7,323			6,926
Customer deposits		15,040			12,253
Dividends payable		-			542
Other accrued liabilities		8,613			10,454
Total current liabilities		50,024			52,580
Long-term liabilities
Post employment benefit obligations		11,118			11,577
Real estate notes payable		2,862			3,053
Other long-term liabilities		1,972			2,690
Total long-term liabilities		15,952			17,320
Stockholders’ equity
Common stock		54,623			54,184
Retained earnings		106,067			104,319
Additional paid-in capital		72			-
Accumulated other comprehensive loss		(1,166	)		(1,223	)
Total stockholders' equity		159,596			157,280
Total liabilities and stockholders’ equity	$	225,572		$	227,180

 

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

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PART I – FINANCIAL INFORMATION – CONTINUED

ITEM 1. FINANCIAL STATEMENTS

BASSETT FURNITURE INDUSTRIES, INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE PERIODS ENDED AUGUST 31, 2013 AND AUGUST 25, 2012 – UNAUDITED

(In thousands)

	Nine Months Ended
	August 31, 2013			August 25, 2012
Operating activities:
Net income	$	3,489		$	9,817
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization		4,445			3,931
Equity in undistributed income of investments and unconsolidated affiliated companies		(466	)		(157	)
Provision for restructuring and asset impairment charges		-			711
Non-cash portion of lease exit costs		-			359
Other than temporary impairment on investments		-			806
Deferred income taxes		1,284			(658	)
Other, net		(888	)		1,655
Changes in operating assets and liabilities:
Accounts receivable		(656	)		(316	)
Inventories		(559	)		(8,948	)
Other current assets		(3,864	)		(1,122	)
Accounts payable and accrued liabilities		(2,682	)		853
Net cash provided by operating activities		103			6,931
Investing activities:
Purchases of property and equipment		(9,547	)		(6,858	)
Proceeds from sales of property and equipment		958			17
Proceeds from sale of interest in affiliate		2,348			1,410
Proceeds from sales of investments		-			1,186
Purchases of investments		(28,125	)		(1,303	)
Acquisition of retail licensee store		-			(485	)
Other		88			84
Net cash used in investing activities		(34,278	)		(5,949	)
Financing activities:
Repayments of real estate notes payable		(179	)		(149	)
Issuance of common stock		643			295
Repurchases of common stock		(759	)		(5,572	)
Taxes paid related to net share settlement of equity awards		(226	)		-
Excess tax benefits from stock-based compensation		317			-
Cash dividends		(2,283	)		(7,190	)
Net cash used in financing activities		(2,487	)		(12,616	)
Change in cash and cash equivalents		(36,662	)		(11,634	)
Cash and cash equivalents - beginning of period		45,566			69,601
Cash and cash equivalents - end of period	$	8,904		$	57,967

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

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PART I-FINANCIAL INFORMATION-CONTINUED

BASSETT FURNITURE INDUSTRIES, INCORPORATED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-UNAUDITED

August 31, 2013

(Dollars in thousands except share and per share data)

1. Basis of Presentation

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

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

The condensed consolidated financial statements include the accounts of Bassett Furniture Industries, Incorporated (“Bassett”, “we”, “our”, or the “Company”) and our wholly-owned subsidiaries of which we have operating control. The equity method of accounting is used for our investment in an affiliated company in which we exercise significant influence but do not maintain control. In accordance with ASC Topic 810, we have evaluated our licensees and certain other entities to determine whether they are variable interest entities (“VIEs”) of which we are the primary beneficiary and thus would require consolidation in our financial statements. To date we have concluded that none of our licensees nor any other of our counterparties represent VIEs.

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, 2013 is a 53-week year, with the additional week being included in our first fiscal quarter. Accordingly, the information presented below includes 40 weeks of operations for the nine months ended August 31, 2013 as compared with 39 weeks included in the nine months ended August 25, 2012.

2. Interim Financial Presentation

All intercompany accounts and transactions have been eliminated in the condensed consolidated financial statements. The results of operations for the three and nine months ended August 31, 2013 are not necessarily indicative of results for the full fiscal year. These interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended November 24, 2012.

We calculate an anticipated effective tax rate for the year based on our annual estimates of pretax income or loss and use that effective tax rate to record our year-to-date income tax provision. Any change in annual projections of pretax income or loss could have a significant impact on our effective tax rate for the respective quarter. Our effective tax rate for the three and nine months ended August 31, 2013 differs from the federal statutory rate primarily due to the expiration of the statute of limitations on certain previously unrecognized tax benefits as well as the effects of state income taxes and permanent differences resulting from non-deductible expenses. The benefit arising from the expiration of the statute of limitations on certain previously unrecognized tax benefits was $221 for the three and nine months ended August 31, 2013 and $431 for the three and nine months ended August 25, 2012.

Due to the losses incurred prior to fiscal 2011, we were in a cumulative loss position for the three years preceding fiscal 2011 which is considered significant negative evidence that is difficult to overcome on a “more likely than not” standard through objectively verifiable data. While our long-term financial outlook remained positive, we concluded that our ability to rely on our long-term outlook and forecasts as to future taxable income was limited due to uncertainty created by the weight of the negative evidence. As a result, we previously recorded a valuation allowance on certain of the deferred tax assets. In fiscal 2011, due to the gain recognized on the sale of our interest in International Home Furnishings Center, Inc. (“IHFC”), we were able to utilize net operating loss carryforwards and credits to significantly offset the taxable gain, resulting in a significant reduction of the valuation allowance. However, as the gain on the sale of IHFC did not represent a source of recurring future taxable income, we continued to record a valuation allowance against substantially all of our deferred tax assets as of November 26, 2011. Due to our positive earnings during fiscal 2012, and the absence of any significant negative evidence to the contrary, we concluded that we could rely on our positive long-term outlook and forecasts as to future taxable income in evaluating our ability to realize our deferred tax assets. Accordingly, the reserve against the majority of our deferred tax assets was removed during the fourth quarter of fiscal 2012.

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PART I-FINANCIAL INFORMATION-CONTINUED

BASSETT FURNITURE INDUSTRIES, INCORPORATED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-UNAUDITED

August 31, 2013

(Dollars in thousands except share and per share data)

The effective tax rate for the quarter ended August 25, 2012 differed from the blended statutory rate primarily due to the year-to-date impact of releasing a portion of the valuation allowance against our deferred tax assets. The reduction in the valuation allowance was primarily due to favorable provision-to-return adjustments related to our 2011 Federal income tax return. These adjustments were related to changes in estimates for temporary differences which created additional tax benefit due to the resulting decline in our deferred tax asset balance and a corresponding decline in the valuation allowance. The valuation allowance was also reduced in part due to the recognition of income from the Continued Dumping and Subsidy Offset Act of 2000 (“CDSOA”) (Note 7), which provided a source of taxable income that allowed for the realization of a portion of our net deferred tax assets. The favorable impact of reducing our valuation allowance was partially offset by the accrual of penalties and interest associated with certain unrecognized tax benefits. For the nine months ended August 25, 2012, the effective rate differed from the blended statutory rate due to the release of a portion of the valuation allowance against our deferred taxes as noted above, as well as the recognition of a tax benefit for a reduction of tax effects on our other comprehensive income, partially offset by the accrual of penalties and interest associated with certain unrecognized tax benefits.

3. Accounts Receivable

Accounts receivable consists of the following:

 

	August 31, 2013			November 24, 2012
Gross accounts receivable	$	17,728		$	17,544
Allowance for doubtful accounts		(1,509	)		(1,789	)
Accounts receivable, net	$	16,219		$	15,755

At August 31, 2013 and November 24, 2012 approximately 52% and 51%, respectively, of gross accounts receivable, and approximately 68% and 84%, respectively, of the allowance for doubtful accounts were attributable to amounts owed to us by our licensees. Our remaining receivables are primarily due from national account customers and traditional distribution channel customers.

Activity in the allowance for doubtful accounts was as follows:

 

Balance at November 24, 2012	$	1,789
Additions charged to expense		192
Write-offs and other deductions		(472	)
Balance at August 31, 2013	$	1,509

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 10.

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PART I-FINANCIAL INFORMATION-CONTINUED

BASSETT FURNITURE INDUSTRIES, INCORPORATED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-UNAUDITED

August 31, 2013

(Dollars in thousands except share and per share data)

4. Inventories

Inventories are valued at the lower of cost or market. Cost is determined for domestic furniture inventories using the last-in, first-out (LIFO) method. The costs for imported inventories are determined using the first-in, first-out (FIFO) method.

Inventories were comprised of the following:

	August 31, 2013			November 24, 2012
Wholesale finished goods	$	33,545		$	33,110
Work in process		309			273
Raw materials and supplies		8,491			8,586
Retail merchandise		25,032			23,938
Total inventories on first-in, first-out method		67,377			65,907
LIFO adjustment		(7,604	)		(6,902	)
Reserve for excess and obsolete inventory		(1,298	)		(1,089	)
	$	58,475		$	57,916

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

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

 

	Wholesale Segment			Retail Segment			Total
Balance at November 24, 2012	$	715		$	374		$	1,089
Additions charged to expense		1,652			264			1,916
Write-offs		(1,334	)		(373	)		(1,707	)
Balance at August 31, 2013	$	1,033		$	265		$	1,298

Our estimates and assumptions have been reasonably accurate in the past. We have not made any significant changes to our methodology for determining inventory reserves in 2013 and do not anticipate that our methodology is likely to change in the future. A plus or minus 10% change in our inventory reserves would not have been material to our financial statements for the periods presented.

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PART I-FINANCIAL INFORMATION-CONTINUED

BASSETT FURNITURE INDUSTRIES, INCORPORATED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-UNAUDITED

August 31, 2013

(Dollars in thousands except share and per share data)

5. Unconsolidated Affiliated Companies

We own 49% of Zenith Freight Lines, LLC, (“Zenith”) which provides domestic transportation and warehousing services primarily to furniture manufacturers and distributors and also provides home delivery services to furniture retailers. We have contracted with Zenith to provide for substantially all of our domestic freight, transportation and warehousing needs for the wholesale business. In addition, Zenith provides home delivery services for several of our Company-owned retail stores. Our investment in Zenith was $6,950 and $6,484 at August 31, 2013 and November 24, 2012, respectively. At August 31, 2013 and November 24, 2012, we owed Zenith $2,167 and $2,547, respectively, for services rendered to us. We believe the transactions with Zenith are at current market rates. We recorded the following income from Zenith in other loss, net, in our condensed consolidated statements of income and retained earnings:

 

	Quarter Ended				Nine Months Ended
	August 31, 2013		August 25, 2012		August 31, 2013		August 25, 2012
Equity in income of Zenith	$	184	$	23	$	466	$	157

In connection with the sale of our interest in IHFC on May 2, 2011, $2,348 and $4,696 remained held in escrow at August 31, 2013 and November 24, 2012, respectively, to indemnify the purchaser with respect to various contingencies. Half of this escrow was released to us during the nine months ended August 31, 2013, with the remainder, provided it is not used for contingencies, being due for release to us during 2014 following the third anniversary of the sale. Previously, during the nine months ended August 25, 2012, we received $1,410 from the release of a separate tax indemnification escrow in connection with the IHFC sale.

The escrow receivable from the sale of IHFC is included in our condensed consolidated balance sheets as follows:

 

	August 31, 2013		November 24, 2012
Other current assets	$	2,348	$	2,348
Other assets		-		2,348
Total IHFC escrow receivable	$	2,348	$	4,696

6. Real Estate Notes Payable and Bank Credit Facility

Real Estate Notes Payable

The real estate notes payable are summarized as follows:

 

	August 31, 2013			November 24, 2012
Real estate notes payable	$	3,115		$	3,294
Current portion of real estate notes payable		(253	)		(241	)
	$	2,862		$	3,053

Certain of our retail real estate properties have been financed through commercial mortgages with interest rates of 6.73%. These mortgages are collateralized by the respective properties with net book values totaling approximately $6,296 and $6,397 at August 31, 2013 and November 24, 2012, respectively. The portion of these mortgages due within one year, $253 and $241 as of August 31, 2013 and November 24, 2012, respectively, is included in other current liabilities in the accompanying condensed consolidated balance sheets. The long-term portion, $2,862 and $3,053 as of August 31, 2013 and November 24, 2012, respectively, is presented as real estate notes payable in the condensed consolidated balance sheets.

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PART I-FINANCIAL INFORMATION-CONTINUED

BASSETT FURNITURE INDUSTRIES, INCORPORATED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-UNAUDITED

August 31, 2013

(Dollars in thousands except share and per share data)

The fair value of these mortgages was $3,104 and $3,668 at August 31, 2013 and November 24, 2012, respectively. In determining the fair value, we utilized 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 10.

Bank Credit Facility

On December 18, 2012, we entered into a new credit facility with our bank extending us a line of credit of up to $15,000, replacing our previous $3,000 line of credit. This new line is secured by our accounts receivable and inventory. The new facility contains covenants requiring us to maintain certain key financial ratios. We are in compliance with all covenants under the new agreement and expect to remain in compliance for the foreseeable future.

At August 31, 2013, we had $1,366 outstanding under standby letters of credit, leaving availability under our credit line of $13,634.

7. Contingencies

Legal and Environmental Contingencies

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

In 2009, our former vendor, Colonial Trading, Inc. (“Colonial”), filed a lawsuit against us alleging, among other things, breach of contract by the Company after we cancelled orders for cribs following product recalls.  We filed counterclaims for breach of contract and warranty.  On August 1, 2012, a jury returned a verdict in favor of Colonial, and in October 2012 judgment was entered in the amount of $1,449. Both Bassett and Colonial appealed; with Bassett seeking a new trial for damages for breach of express warranty, among other things, and Colonial seeking, among other things, to treble its breach of contract damages.  On June 21, 2013, the Court of Appeals denied both appeals and affirmed the judgment. During the quarter ended August 31, 2013, we paid Colonial $1,700 in settlement of the claim, which exceeded our previously estimated reserve by $251 resulting in a charge which is included in selling, general and administrative expenses in our statement of income for the three and nine months ended August 31, 2013.

2012 CDSOA Income and Return Contingency

During the three months ended May 26, 2012, the U.S. Customs and Border Protection (“Customs”) made a distribution to us of $9,010 representing our share of the final distribution of duties that have been withheld by Customs under the CDSOA. We have received annual distributions in past years under the CDSOA as a result of our support of an antidumping petition on imports of wooden bedroom furniture from China. Certain manufacturers who did not support the antidumping petition (“Non-Supporting Producers”) filed actions in the United States Court of International Trade challenging the CDSOA's “support requirement” and seeking to share in the distributions. As a result, Customs held back a portion of those distributions (“the Holdback”) pending resolution of the Non-Supporting Producers' claims. The Court of International Trade dismissed all of the actions of the Non-Supporting Producers, who appealed to the United States Court of Appeals for the Federal Circuit (“the Court of Appeals”). The Court of Appeals denied the Non-Supporting Producers’ request for an injunction to block the final distribution of the Holdback and allowed Customs to distribute the funds in April of 2012. The Court of Appeals held oral arguments on March 8, 2013 concerning the appeals, and on August 19, 2013 a three-judge panel ruled against the appellants in a two-to-one decision. The Non-Supporting Producers may still request an en banc rehearing by the same Court of Appeals, and if such rehearing request is denied or fails they may appeal to the United States Supreme Court. Should either court reverse the decisions of the United States Court of International Trade which ordered the release of the final distribution, it is possible that Customs may seek to have us return all or a portion of our share of the distribution. However, we believe that the chance Customs will seek and be entitled to obtain a return is remote.

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PART I-FINANCIAL INFORMATION-CONTINUED

BASSETT FURNITURE INDUSTRIES, INCORPORATED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-UNAUDITED

August 31, 2013

(Dollars in thousands except share and per share data)

Lease Commitments and Guarantees

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. We had obligations of $98,718 and $72,800 at August 31, 2013 and November 24, 2012, respectively, for future minimum lease payments under non-cancelable operating leases having initial terms in excess of one year.

We also have guaranteed certain lease obligations of licensee operators. Lease guarantees range from one to ten years. We were contingently liable under licensee lease obligation guarantees in the amount of $3,795 and $2,007 at August 31, 2013 and November 24, 2012, 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 (primarily inventory) and pursuing payment under the personal guarantees of the independent dealer. The proceeds of the above options are expected to cover the estimated amount of our future payments under the guarantee obligations, net of recorded reserves. The fair value of lease guarantees (an estimate of the cost to the Company to perform on these guarantees) at August 31, 2013 and November 24, 2012 was not material.

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PART I-FINANCIAL INFORMATION-CONTINUED

BASSETT FURNITURE INDUSTRIES, INCORPORATED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-UNAUDITED

August 31, 2013

(Dollars in thousands except share and per share data)

8. Post Employment Benefit Obligations

Supplemental Executive Retirement Defined Benefit Plan (SERP)

We have an unfunded Supplemental Retirement Income Plan that covers one current and certain former executives. The liability for this plan was $9,407 and $9,805 as of August 31, 2013 and November 24, 2012, respectively, and is recorded as follows in the condensed consolidated balance sheets:

 

	August 31, 2013		November 24, 2012
Other accrued liabilities	$	859	$	843
Post employment benefit obligations		8,548		8,962
Total pension liability	$	9,407	$	9,805

Components of net periodic pension costs are as follows:

 

	Quarter Ended				Nine Months Ended
	August 31, 2013		August 25, 2012		August 31, 2013		August 25, 2012
Service cost	$	18	$	14	$	53	$	41
Interest cost		87		94		262		282
Amortization of transition obligation		11		11		32		32
Amortization of loss		20		3		61		8
Net periodic pension cost	$	136	$	122	$	408	$	363

Deferred Compensation Plan

We have an unfunded Deferred Compensation Plan that covers one current executive and certain former executives and provides for voluntary deferral of compensation. This plan has been frozen with no additional participants or deferrals permitted. We recognized expense under this plan as follows:

 

	Quarter Ended				Nine Months Ended
	August 31, 2013		August 25, 2012		August 31, 2013		August 25, 2012
Deferred compensation plan expense	$	72	$	78	$	216	$	234

Our liability under this plan was $2,570 and $2,615 as of August 31, 2013 and November 24, 2012, respectively, and is reflected in post employment benefit obligations.

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PART I-FINANCIAL INFORMATION-CONTINUED

BASSETT FURNITURE INDUSTRIES, INCORPORATED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-UNAUDITED

August 31, 2013

(Dollars in thousands except share and per share data)

9. Earnings Per Share

The following reconciles basic and diluted earnings per share:

 

	Net Income		Weighted Average Shares		Net Income Per Share
For the quarter ended August 31, 2013:
Basic earnings per share	$	556		10,742,625	$	0.05
Add effect of dilutive securities:
Options and restricted shares		-		163,204		-
Diluted earnings per share	$	556		10,905,829	$	0.05
For the quarter ended August 25, 2012:
Basic earnings per share	$	2,371		10,945,784	$	0.22
Add effect of dilutive securities:
Options and restricted shares		-		123,835		(0.01	)
Diluted earnings per share	$	2,371		11,069,619	$	0.21
For the nine months ended August 31, 2013:
Basic earnings per share	$	3,489		10,717,506	$	0.33
Add effect of dilutive securities:
Options and restricted shares		-		161,679		(0.01	)
Diluted earnings per share	$	3,489		10,879,185	$	0.32
For the nine months ended August 25, 2012:
Basic earnings per share	$	9,817		11,074,265	$	0.89
Add effect of dilutive securities:
Options and restricted shares		-		97,727		(0.01	)
Diluted earnings per share	$	9,817		11,171,992	$	0.88

For the three and nine months ended August 31, 2013 and August 25, 2012, the following potentially dilutive shares were excluded from the computation as their effect was anti-dilutive:

 

	Quarter Ended				Nine Months Ended
	August 31, 2013		August 25, 2012		August 31, 2013		August 25, 2012
Stock options		415,000		472,500		472,500		713,500
Unvested restricted shares		70,000		1,398		81,295		12,582
Total anti-dilutive shares		485,000		473,898		553,795		726,082

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PART I-FINANCIAL INFORMATION-CONTINUED

BASSETT FURNITURE INDUSTRIES, INCORPORATED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-UNAUDITED

August 31, 2013

(Dollars in thousands except share and per share data)

10. Financial Instruments and Fair Value Measurements

Our financial instruments include cash and cash equivalents, accounts receivable, short-term investments, cost and equity method investments, accounts payable and long-term debt. Because of their short maturities, the carrying amounts of cash and cash equivalents, accounts receivable and accounts payable approximate fair values. Our cost and equity method investments generally involve entities for which it is not practical to determine fair values.

Our short-term investments at August 31, 2013 consist of certificates of deposit (CDs) with terms generally ranging from six to twelve months, bearing interest at rates ranging from 0.12% to 1.00% with a weighted average yield of approximately 0.224%. At August 31, 2013, the weighted average remaining time to maturity of the CDs was approximately eight months. Each CD is placed with a federally insured financial institution and all deposits are within Federal deposit insurance limits. Due to the nature of these investments and their relatively short maturities, the carrying amount of the short-term investments at August 31, 2013 approximates their fair value.

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.

Our investment in the Fortress Value Recovery Fund I, LLC (“Fortress”) has been valued at fair value primarily based on the net asset values which are determined by the fund manager, less a discount for illiquidity. Due to significant declines in net asset values during the first quarter of 2012, the highly illiquid nature of the investment and the high degree of uncertainty regarding our ability to recover our investment in the foreseeable future, we have fully impaired the carrying amount of this investment resulting in a charge of $806 during the nine months ended August 25, 2012, which is included in other loss, net, in the condensed consolidated statements of income and retained earnings. The inputs into our estimate of the fair value of our investment in Fortress reflect our market assumptions and are not observable. Consequently, the inputs are considered to be Level 3 as specified in the fair value hierarchy noted above.

The carrying values and approximate fair values of certain financial instruments were as follows:

 

	August 31, 2013				November 24, 2012
	Carrying Value		Fair Value		Carrying Value		Fair Value
Assets:
Cash and cash equivalents	$	8,904	$	8,904	$	45,566	$	45,566
Accounts receivable, net		16,219		16,219		15,755		15,755
Short-term investments		28,125		28,125		-		-
Liabilities:
Accounts payable	$	19,048	$	19,048	$	22,405	$	22,405
Real estate notes payable		3,115		3,104		3,294		3,668

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PART I-FINANCIAL INFORMATION-CONTINUED

BASSETT FURNITURE INDUSTRIES, INCORPORATED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-UNAUDITED

August 31, 2013

(Dollars in thousands except share and per share data)

11. Restructuring, Asset Impairment and Other Charges

During the nine months ended August 25, 2012, our income from operations included restructuring and asset impairment charges totaling $711 and lease exit costs of $359 as more fully described below.

Restructuring and Asset Impairment Charges

During the nine months ended August 25, 2012, we incurred costs of $203 associated with the demolition of a previously closed manufacturing facility in Bassett, Virginia; non-cash charges of $385 associated with the write-down of a previously closed manufacturing facility in Mt. Airy, North Carolina; and $123 associated with the write off of abandoned leasehold improvements following the relocation of a retail store near Richmond, Virginia.

The determination of amount of asset impairments recognized involves making estimates of the fair value of the impaired assets. 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 10.

Lease Exit Costs

During the nine months ended August 25, 2012, we incurred non-cash charges of $228 for lease exit costs associated with the relocation of a retail store near Richmond, Virginia. During the nine months ended August 25, 2012 we incurred $131 of non-cash charges to reflect reduced estimates of recoverable lease costs at several previously closed retail locations.

The following table summarizes the activity related to our accrued lease exit costs:

 

Balance at November 24, 2012	$	2,614
Payments on unexpired leases		(1,315	)
Adjustments to previous estimates		(187	)
Accretion of interest on obligations and other		68
Balance at August 31, 2013	$	1,180
Current portion included in other accrued liabilities	$	697
Long-term portion included in other long-term liabilities		483
	$	1,180

12. Recent Accounting Pronouncements

In February 2013, the FASB issued Accounting Standards Update No. 2013-02 (ASU 2013-02), which updates the guidance in ASC Topic 220, Comprehensive Income. The objective of ASU 2013-02 is to improve the reporting of reclassifications out of accumulated other comprehensive income. The amendments in ASU 2013-02 seek to attain that objective by requiring an entity to report the effect of significant reclassifications out of accumulated other comprehensive income on the respective line items in net income if the amount being reclassified is required under GAAP to be reclassified in its entirety to net income. For other amounts that are not required under GAAP to be reclassified in their entirety to net income in the same reporting period, an entity is required to cross-reference other disclosures required under GAAP that provide additional detail about those amounts. This would be the case when a portion of the amount reclassified out of accumulated other comprehensive income is reclassified to a balance sheet account (for example, inventory) instead of directly to income or expense in the same reporting period. This guidance became effective for us prospectively beginning with our second quarter for fiscal 2013. The adoption of this guidance did not have a material impact upon our financial position or results of operations.

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PART I-FINANCIAL INFORMATION-CONTINUED

BASSETT FURNITURE INDUSTRIES, INCORPORATED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-UNAUDITED

August 31, 2013

(Dollars in thousands except share and per share data)

In July 2013, the FASB issued Accounting Standards Update No. 2013-11 (ASU 2013-11), which updated the guidance in ASC Topic 740, Income Taxes. The amendments in ASU 2013-11 generally provide guidance for the presentation of unrecognized tax benefits when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists at the reporting date. The guidance requires an unrecognized tax benefit to be presented as a decrease in a deferred tax asset where a net operating loss, a similar tax loss, or a tax credit carryforward exists and certain criteria are met. This guidance will become effective for us as of the beginning of our 2015 fiscal year and is consistent with our present practice.

13. Segment Information

We have strategically aligned our business into three reportable segments: Wholesale, Retail Company-owned stores and Investments and Real Estate. The wholesale home furnishings segment is involved principally in the design, manufacture, sourcing, sale and distribution of furniture products to a network of Bassett stores (Company-owned and licensee-owned retail stores) and independent furniture retailers. Our wholesale segment includes our wood and upholstery operations as well as all corporate selling, general and administrative expenses, including those corporate expenses related to both Company- and licensee-owned stores. We eliminate the sales between our wholesale and retail segments as well as the imbedded profit in the retail inventory for the consolidated presentation in our financial statements.

Our retail segment consists of Company-owned stores. Our retail segment includes the revenues, expenses, assets and liabilities (including real estate) and capital expenditures directly related to these stores.

Our investments and real estate segment consists of our short-term investments, our holdings of retail real estate leased or previously leased as licensee stores and our equity investment in Zenith. We also hold an investment in Fortress, which we fully reserved during the first quarter of fiscal 2012. Although this segment does not have operating earnings, income from the segment is included in other loss, net, in our condensed consolidated statements of income and retained earnings.

Inter-company net sales elimination represents the elimination of wholesale sales to our Company-owned stores. Inter-company income elimination represents 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 end retail consumer. The inter-company income elimination also includes rent paid by our retail stores occupying Company-owned real estate.

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PART I-FINANCIAL INFORMATION-CONTINUED

BASSETT FURNITURE INDUSTRIES, INCORPORATED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-UNAUDITED

August 31, 2013

(Dollars in thousands except share and per share data)

The following table presents our segment information:

 

	Quarter Ended						Nine Months Ended
	August 31, 2013			August 25, 2012			August 31, 2013			August 25, 2012
Net Sales
Wholesale	$	52,927		$	44,805		$	160,820		$	133,355
Retail		46,245			41,178			147,672			122,800
Inter-company elimination		(22,020	)		(21,545	)		(70,268	)		(63,295	)
Consolidated	$	77,152		$	64,438		$	238,224		$	192,860
Income (loss) from Operations
Wholesale	$	2,367		$	1,711		$	8,218		$	5,575
Retail		(1,509	)		(1,503	)		(1,803	)		(2,437	)
Inter-company elimination		(35	)		558			182			497
Restructuring and asset impairment charges		-			-			-			(711	)
Lease exit costs		-			-			-			(359	)
Consolidated	$	823		$	766		$	6,597		$	2,565
Depreciation and Amortization
Wholesale	$	325		$	259		$	998		$	825
Retail		1,114			929			3,080			2,700
Investments & real estate		117			128			367			406
Consolidated	$	1,556		$	1,316		$	4,445		$	3,931
Capital Expenditures
Wholesale	$	731		$	1,268		$	2,853		$	2,303
Retail		3,632			1,238			6,694			4,545
Investments & real estate		-			-			-			10
Consolidated	$	4,363		$	2,506		$	9,547		$	6,858

Identifiable Assets	As of August 31, 2013		As of November 24, 2012
Wholesale	$	109,180	$	145,861
Retail		75,899		68,583
Investments & real estate		40,493		12,736
Consolidated	$	225,572	$	227,180

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PART I-FINANCIAL INFORMATION-CONTINUED

BASSETT FURNITURE INDUSTRIES, INCORPORATED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-UNAUDITED

August 31, 2013

(Dollars in thousands except share and per share data)

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

Overview

The following discussion should be read along with the unaudited condensed consolidated financial statements included in this Form 10-Q, as well as the Company’s 2012 Annual Report on Form 10-K filed with the Securities and Exchange Commission, which provides a more thorough discussion of the Company’s products and services, industry outlook and business trends.

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, 2013 is a 53-week year, with the additional week being included in our first fiscal quarter. Accordingly, the information presented below includes 40 weeks of operations for the nine months ended August 31, 2013 as compared with 39 weeks included in the nine months ended August 25, 2012.

Bassett is a leading retailer, manufacturer and marketer of branded home furnishings. Our products are sold primarily through a network of Company-owned and licensee-owned branded stores under the Bassett Home Furnishings (“BHF”) name, with additional distribution through other wholesale channels including multi-line furniture stores, many of which feature Bassett galleries or design centers, specialty stores and mass merchants. We were founded in 1902 and incorporated under the laws of Virginia in 1930. Our rich 111-year history has instilled the principles of quality, value and integrity in everything that we do, while simultaneously providing us with the expertise to respond to ever-changing consumer tastes and to meet the demands of a global economy.

With 89 BHF stores at August 31, 2013, we have leveraged our strong brand name in furniture into a network of corporate and licensed stores that focus on providing consumers with a friendly environment for buying furniture and accessories.  We created our store program in 1997 to provide a single source home furnishings retail store that provides a unique combination of stylish, quality furniture and accessories with complimentary in-home design services.  The store features custom order furniture ready for delivery in less than 30 days, more than 1,000 upholstery fabrics, free in-home design visits and coordinated decorating accessories.  We believe that our capabilities in custom furniture have become unmatched in recent years. Our manufacturing team takes great pride in the breadth of its options, the precision of its craftsmanship and the speed of its delivery.  The selling philosophy in the stores is based on building strong long term relationships with each customer.  Sales people are referred to as Design Consultants and are each trained to evaluate customer needs and provide comprehensive solutions for their home decor. We continue to strengthen the sales and design talent within our Company-owned retail stores.  Our Design Consultants undergo extensive Design Certification training. This training has strengthened their skills related to our house call and design business, and is intended to increase business with our most valuable customers.

In order to reach markets that cannot be effectively served by our retail store network, we also distribute our products through other wholesale channels including multi-line furniture stores, many of which feature Bassett galleries or design centers, specialty stores and mass merchants. We believe this blended strategy provides us the greatest ability to effectively distribute our products throughout the United States and ultimately gain market share.  

In September of 2011, we announced the formation of a strategic partnership with HGTV (Home and Garden Television), a division of Scripps Networks, LLC, which combines our 111 year heritage in the furniture industry with the penetration of 99 million households in the United States that the HGTV network enjoys today.  This alliance encompasses strategies for both the BHF store network and other open market sales channels. For the store network, the in-store design centers have been co-branded with HGTV to more forcefully market the concept of a “home makeover”, an important point of differentiation for our stores that also mirrors much of the programming content on the HGTV network. We believe the new co-branded design centers coupled with the targeted national advertising on HGTV have played a key role in our improved comparable store sales since their introduction following the third quarter of fiscal 2012.

In addition, we have developed, in conjunction with HGTV, a new line of furniture that contains only the HGTV^® Home Collection brand and is primarily marketed through select furniture retailers. The HGTV^® Home Collection furniture line currently consists of several wood collections with complementary upholstered furniture offerings. Currently, over 30 retailers with over 90 floors have the new furniture line. During the nine months ended August 31, 2013, approximately 3.1% of our wholesale shipments were HGTV^® Home Collection branded furniture.

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PART I-FINANCIAL INFORMATION-CONTINUED

BASSETT FURNITURE INDUSTRIES, INCORPORATED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-UNAUDITED

August 31, 2013

(Dollars in thousands except share and per share data)

Our store network included 55 Company-owned and operated stores and 34 licensee-owned stores at August 31, 2013. During the nine months ended August 31, 2013, we opened new stores in Dallas, Texas, and Raleigh, North Carolina. The Raleigh store is only 3,000 square feet and represents a custom furniture shop concept that will be tested in a few additional markets. We also completed the repositioning of our Hartford, Connecticut and Irvine, California locations. Also during the first nine months of fiscal 2013 two new licensee-owned stores were opened, one store in San Jose, California, and another store in Columbus, Ohio, and a licensee-owned store in Lynwood, Washington closed due to the expiration of its lease. We have begun a multi-year relocation process of many of our first generation stores that should result in locations more suitable to the current Bassett retail strategy. As part of this process, we plan to reposition up to four existing Company-owned stores during the 12 months following August 31, 2013. In addition, we plan to open up to six new Company-owned stores within that same period, two of which are expected to open during the fourth quarter of fiscal 2013.

The following table summarizes the changes in store count during the six months ended August 31, 2013:

	November 24, 2012		Openings*		Closed*			Transfers		August 31, 2013
Company-owned stores		53		2		-			-		55
Licensese-owned stores		33		2		(1	)		-		34
Total		86		4		(1	)		-		89

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

Our wholesale operations include an upholstery complex in Newton, North Carolina that produces a wide range of upholstered furniture. We believe that we are an industry leader with our quick-ship custom upholstery offerings. We also operate a custom dining manufacturing facility in Martinsville, Virginia. Most of our wood furniture and certain upholstery offerings are sourced from several foreign plants, primarily in Vietnam, Indonesia and China. We define imported product as fully finished product that is sourced internationally. For the first nine months of 2013, approximately 47% of our wholesale sales were of imported product compared to 50% for the first nine months of 2012.

20 of 38

PART I-FINANCIAL INFORMATION-CONTINUED

BASSETT FURNITURE INDUSTRIES, INCORPORATED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-UNAUDITED

August 31, 2013

(Dollars in thousands except share and per share data)

Results of Operations – Three and nine months ended August 31, 2013 compared with three and nine months ended August 25, 2012:

Net sales, gross profit, selling, general and administrative (SG&A) expense, and income from operations were as follows for the periods ended August 31, 2013 and August 25, 2012:

 

	Quarter Ended								Nine Months Ended*
	August 31, 2013				August 25, 2012				August 31, 2013				August 25, 2012
Net sales	$	77,152	100.0	%	$	64,438	100.0	%	$	238,224	100.0	%	$	192,860	100.0	%
Gross profit		38,723	50.2	%		33,818	52.5	%		121,909	51.2	%		101,150	52.4	%
SG&A expenses		37,900	49.1	%		33,052	51.3	%		115,312	48.4	%		97,515	50.6	%
Restructuring and asset impairment charges		-	0.0	%		-	0.0	%		-	0.0	%		711	0.3	%
Lease exit costs		-	0.0	%		-	0.0	%		-	0.0	%		359	0.2	%
Income from operations	$	823	1.1	%	$	766	1.2	%	$	6,597	2.7	%	$	2,565	1.3	%

* 40 weeks for fiscal 2013 as compared with 39 weeks for fiscal 2012.

On a consolidated basis, we reported net sales for the third quarter of 2013 of $77,152, an increase of $12,714, or 20%, over the third quarter of 2012. Net sales for the nine months ended August 31, 2013 were $238,224, an increase of $45,364, or 24%, over the first half of fiscal 2012. As noted above, the nine months of 2013 consisted of 40 weeks while the nine months of 2012 consisted of 39 weeks. On an average weekly basis, consolidated net sales for the three and nine months of fiscal 2013 increased 20% over the comparable prior year period. Gross margins for the nine months ended August 31, 2013 were lower than for the comparable 2012 period primarily due to the increased share of sales to the open market relative to sales through the Company-owned store network. Sales through our Company-owned stores capture both the wholesale gross margin (32.2% for the third quarter) as well as an additional retail gross margin (48.0% for the third quarter) upon final sale to the customer, resulting in a considerably higher gross margin on a consolidated basis for sales through our Company-owned stores as compared with the wholesale margin realized from sales to the open market. Operating income for the three and nine months ended August 31, 2013 increased by $57 and $4,032, respectively, over the comparable prior year periods driven primarily by higher sales in both the wholesale and retail segments. This was partially offset by higher selling, general and administrative expenses due primarily to the increased number of Company-owned stores, pre-opening costs associated with new stores, planned higher marketing and advertising costs to drive continued sales growth, and increased health care costs due to higher claim experience.

Restructuring and Asset Impairment Charges

During the nine months ended August 25, 2012, we incurred costs of $203 associated with the demolition of a previously closed manufacturing facility in Bassett, Virginia; non-cash charges of $385 associated with the write-down of a previously closed manufacturing facility in Mt. Airy, North Carolina; and $123 associated with the write off of abandoned leasehold improvements following the relocation of a retail store near Richmond, Virginia.

.

When analyzing our properties for potential impairment, we consider such qualitative factors as our experience in leasing and/or 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.

21 of 38

PART I-FINANCIAL INFORMATION-CONTINUED

BASSETT FURNITURE INDUSTRIES, INCORPORATED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-UNAUDITED

August 31, 2013

(Dollars in thousands except share and per share data)

Lease Exit Costs

During the nine months ended August 25, 2012, we incurred non-cash charges of $228 for lease exit costs associated with the relocation of a retail store near Richmond, Virginia. During the nine months ended August 25, 2012 we incurred $131 of non-cash charges to reflect reduced estimates of recoverable lease costs at several previously closed retail locations.

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 retail stores) and independent furniture retailers. Our wholesale segment includes our wood and upholstery operations as well as all corporate selling, general and administrative expenses, including those corporate expenses related to both Company- and licensee-owned stores. We eliminate the sales between our wholesale and retail segments as well as the imbedded profit in the retail inventory for the consolidated presentation in our financial statements.

Retail – Company-owned Stores. Our retail segment consists of Company-owned stores and includes the revenues, expenses, assets and liabilities (including real estate) and capital expenditures directly related to these stores.

Investments and Real Estate. Our investments and real estate segment consists of our short-term investments, our holdings of retail real estate leased or previously leased as licensee stores and our equity investment in Zenith Freight Lines, LLC, (“Zenith”). We also hold an investment in the Fortress Value Recover Fund I, LLC (“Fortress”), which was fully impaired during the first quarter of fiscal 2012. Although this segment does not have operating earnings, income from the segment is included in other loss, net, in our condensed consolidated statements of income and retained earnings.

22 of 38

PART I-FINANCIAL INFORMATION-CONTINUED

BASSETT FURNITURE INDUSTRIES, INCORPORATED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-UNAUDITED

August 31, 2013

(Dollars 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:

 

	Quarter Ended August 31, 2013
	Wholesale		Retail			Eliminations			Consolidated
Net sales	$	52,927	$	46,245		$	(22,020	)(1)	$	77,152
Gross profit		17,023		22,191			(491	)(2)		38,723
SG&A expense		14,656		23,700			(456	)(3)		37,900
Income (loss) from operations	$	2,367	$	(1,509	)	$	(35	)	$	823

	Quarter Ended August 25, 2012
	Wholesale		Retail			Eliminations			Consolidated
Net sales	$	44,805	$	41,178		$	(21,545	)(1)	$	64,438
Gross profit		14,197		19,476			145	(2)		33,818
SG&A expense		12,486		20,979			(413	)(3)		33,052
Income (loss) from operations (4)	$	1,711	$	(1,503	)	$	558		$	766

	Nine Months Ended August 31, 2013*
	Wholesale		Retail			Eliminations			Consolidated
Net sales	$	160,820	$	147,672		$	(70,268	)(1)	$	238,224
Gross profit		52,624		70,478			(1,193	)(2)		121,909
SG&A expense		44,406		72,281			(1,375	)(3)		115,312
Income (loss) from operations	$	8,218	$	(1,803	)	$	182		$	6,597

	Nine Months Ended August 25, 2012*
	Wholesale		Retail			Eliminations			Consolidated
Net sales	$	133,355	$	122,800		$	(63,295	)(1)	$	192,860
Gross profit		42,842		58,922			(614	)(2)		101,150
SG&A expense		37,267		61,359			(1,111	)(3)		97,515
Income (loss) from operations (4)	$	5,575	$	(2,437	)	$	497		$	3,635

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

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

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

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

* 40 weeks for fiscal 2013 as compared with 39 weeks for fiscal 2012.

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PART I-FINANCIAL INFORMATION-CONTINUED

BASSETT FURNITURE INDUSTRIES, INCORPORATED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-UNAUDITED

August 31, 2013

(Dollars in thousands except share and per share data)

The following is a discussion of operating results for our wholesale and retail segments:

Wholesale Segment

Results for the wholesale segment for the three and nine months ended August 31, 2013 and August 25, 2012 are as follows:

 

	Quarter Ended								Nine Months Ended*
	August 31, 2013				August 25, 2012				August 31, 2013				August 25, 2012
Net sales	$	52,927	100.0	%	$	44,805	100.0	%	$	160,820	100.0	%	$	133,355	100.0	%
Gross profit		17,023	32.2	%		14,197	31.7	%		52,624	32.7	%		42,842	32.1	%
SG&A expenses		14,656	27.7	%		12,486	27.9	%		44,406	27.6	%		37,267	27.9	%
Income from operations (1)	$	2,367	4.5	%	$	1,711	3.8	%	$	8,218	5.1	%	$	5,575	4.1	%

(1) Excluding the effects of restructuring and asset impairment charges and lease exit costs. These charges are not allocated to our segments.

* 40 weeks for fiscal 2013 as compared with 39 weeks for fiscal 2012

Quarterly Analysis of Results - Wholesale

Net sales for the wholesale segment were $52,927 for the third quarter of 2013 as compared to $44,805 for the third quarter of 2012, an increase of $8,122, or 18%. Wholesale shipments to the open market (outside the Bassett Home Furnishings store network) increased 57% and shipments to the Bassett Home Furnishings store network increased by 0.5% compared to the prior year quarter. Gross margins for the wholesale segment were 32.2% for the third quarter of 2013 as compared to 31.7% for the third quarter of 2012. This increase was primarily due to increased margins in the upholstery operations as increased sales volumes provided greater leverage of fixed costs partially offset by lower wood margins due to product mix and increased discounting of discontinued product. Wholesale SG&A increased $2,170 to $14,656 for the third quarter of 2013 as compared to $12,486 for the third quarter of 2012. Included in wholesale SG&A for the third quarter of 2013 is a charge of $251 due to the unfavorable settlement of and $112 in increased legal fees primarily associated with the Colonial Trading, Inc. breach of contract case. SG&A costs as a percentage of sales decreased to 27.7% as compared to 27.9%.

Year-to-Date Analysis of Results – Wholesale

Net sales for the wholesale segment were $160,820 for the first nine months of 2013 as compared to $133,355 for the first nine months of 2012, an increase of $27,465, or 21%. On an average weekly basis (normalizing for the extra week in the first nine months of 2013), wholesale net sales increased 18%. Wholesale shipments to the open market (outside the Bassett Home Furnishings store network) increased 48% and shipments to the Bassett Home Furnishings store network increased by 8.5% compared to the first nine months of 2012. Gross margins for the wholesale segment were 32.7% for the first nine months of 2013 as compared to 32.1% for the first nine months of 2012. This increase was primarily due to increased margins in the upholstery operations as increased sales volumes provided greater leverage of fixed costs, partially offset by lower margins in the wood business from increased discounting discontinued product and increased health care costs due to higher claims experience. Wholesale SG&A increased $7,139 to $44,406 for the first nine months of 2013 as compared to $37,267 for the first nine months of 2012. SG&A costs as a percentage of sales decreased to 27.6% as compared to 27.9% for the first nine months of 2012. Profit improvement from leveraging fixed SG&A costs through higher sales volumes was partially offset by planned increased marketing and advertising costs of $1,262 to drive continued sales growth.

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PART I-FINANCIAL INFORMATION-CONTINUED

BASSETT FURNITURE INDUSTRIES, INCORPORATED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-UNAUDITED

August 31, 2013

(Dollars in thousands except share and per share data)

Wholesale shipments by type:	Quarter Ended								Nine Months Ended*
	August 31, 2013				August 25, 2012				August 31, 2013				August 25, 2012
Wood	$	22,251	42.0	%	$	18,886	42.2	%	$	66,716	41.5	%	$	56,241	42.2	%
Upholstery		30,262	57.2	%		25,608	57.2	%		92,698	57.6	%		75,882	56.9	%
Other		414	0.8	%		311	0.6	%		1,406	0.9	%		1,232	0.9	%
Total	$	52,927	100.0	%	$	44,805	100.0	%	$	160,820	100.0	%	$	133,355	100.0	%

* 40 weeks for fiscal 2013 as compared with 39 weeks for fiscal 2012

Wholesale Backlog

The dollar value of wholesale backlog, representing orders received but not yet shipped to dealers and Company stores, was $13,038 at August 31, 2013 as compared with $12,051 at August 25, 2012. The increase over the prior year amount is primarily due to an overall increase in business and timing of the receipt of imported product needed to fill certain orders.

25 of 38

PART I-FINANCIAL INFORMATION-CONTINUED

BASSETT FURNITURE INDUSTRIES, INCORPORATED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-UNAUDITED

August 31, 2013

(Dollars in thousands except share and per share data)

Retail Segment – Company-Owned Retail Stores

Results for the retail segment for the three and nine months ended August 31, 2013 and August 25, 2012 are as follows:

 

	Quarter Ended								Nine Months Ended*
	August 31, 2013				August 25, 2012				August 31, 2013				August 25, 2012
Net sales	$	46,245	100.0	%	$	41,178	100.0	%	$	147,672	100.0	%	$	122,800	100.0	%
Gross profit		22,191	48.0	%		19,476	47.3	%		70,478	47.7	%		58,922	48.0	%
SG&A expenses		23,700	51.2	%		20,979	50.9	%		72,281