Note 12 - Capital Stock and Stock Compensation

12 Months Ended

Nov. 30, 2024

Notes to Financial Statements

Share-Based Payment Arrangement [Text Block]

12. 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 2024, 2023 and 2022 was as follows:

	2024		2023		2022
Stock based compensation expense	$	804	$	849	$	538

Incentive Stock Compensation Plans

2021 Plan

On March 10, 2021, our shareholders approved the Bassett Furniture Industries, Incorporated 2021 Stock Incentive Plan (the “2021 Plan”). All present and future non-employee directors, key employees and outside consultants for the Company are eligible to receive incentive awards under the 2021 Plan. Our Organization, Compensation and Nominating Committee (the “OCN Committee”) selects eligible key employees and outside consultants to receive awards under the 2021 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 2021 Plan in its discretion. Five hundred thousand (500,000) shares of common stock are reserved for issuance under the 2021 Plan. Participants may receive the following types of incentive awards under the 2021 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. The full terms of the 2021 Plan have been filed as an exhibit to our Schedule 14A filed with the United States Securities and Exchange Commission on February 8, 2021.

We have elected to account for forfeitures as they occur. Compensation cost for awards with graded vesting schedules are accounted for on a straight-line basis.

Restricted Shares

Changes in the outstanding non-vested restricted shares during the year ended November 30, 2024 were as follows:

	Number of Shares			Weighted Average Grant Date Fair Value Per Share
Non-vested restricted shares outstanding at November 25, 2023		92,313		$	17.13
Granted		48,109			16.62
Vested		(46,013	)		17.29
Non-vested restricted shares outstanding at November 30, 2024		94,409		$	15.77

During fiscal 2024, 46,013 restricted shares were vested and released, of which 30,900 shares had been granted to employees and 15,113 shares had been granted to directors. During fiscal 2024, 2023 and 2022, 10,360 shares, 5,985 shares and 1,225 shares, respectively, were withheld to cover withholding taxes of $161, $109 and $19, respectively, arising from the vesting of restricted shares. During fiscal 2024, 2023 and 2022, excess tax benefits of $9, $10 and $1, respectively, were recognized within income tax expense upon the release of vested shares.

Additional information regarding our outstanding non-vested restricted shares, which are all subject to service conditions, at November 30, 2024 is as follows:

					Original		Remaining
	Restricted		Share Value		Vesting		Restriction
Grant	Shares		at Grant Date		Period		Period
Date	Outstanding		Per Share		(Years)		(Years)
January 12, 2022		15,500	$	15.82		3		0.1
January 11, 2023		30,800		17.55		3		1.1
March 6, 2024		18,109		15.46		1		0.3
October 29, 2024		30,000		14.11		3		2.9
		94,409

Unrecognized compensation cost related to these non-vested restricted shares at November 30, 2024 is $752, all of which is expected to be recognized in fiscal 2025 through fiscal 2027.

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 30,436, 28,063 and 30,074 shares to employees during fiscal 2024, 2023 and 2022, respectively, which resulted in an immaterial amount of compensation expense. There are 43,961 shares remaining available for sale under the 2017 ESPP at November 30, 2024.