(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 fiscal year ending
November 30, 2019 was a 53-week year, with the additional week being included in
the 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 27, 2021 and November 28, 2020.



Impact of COVID-19



For a discussion of how COVID-19 has impacted and may continue to impact our
business and financial condition, please refer to the discussion under the
heading "Ongoing Impact of the COVID-19 Pandemic and Related Supply Chain and
Labor Issues Upon Our Business " in Part I, Item 1 of this report.



Overview



Bassett is a leading retailer, manufacturer and marketer of branded home
furnishings. Our products are sold primarily through a network of Company-owned
and licensee-owned branded stores under the Bassett Home Furnishings
("BHF") name, with additional distribution through other wholesale channels
including multi-line furniture stores, many of which feature Bassett galleries
or design centers. We also sell our products through our website at
www.bassettfurniture.com. We were founded in 1902 and incorporated under the
laws of Virginia in 1930. Our rich 119-year history has instilled the principles
of quality, value, and integrity in everything we do, while simultaneously
providing us with the expertise to respond to ever-changing consumer tastes and
meet the demands of a global economy.



With 97 BHF stores at November 27, 2021, 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 or virtual 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 or virtual design
services for our customers.



We have factories in Newton, North Carolina that manufacture Bench Made custom
upholstered and outdoor furniture. We also have factories in Martinsville and
Bassett, Virginia that assemble and finish our custom dining offerings,
including our Bench Made line of solid hardwood furniture. We currently lease a
facility in Haleyville, Alabama where we manufacture aluminum frames for our
outdoor furniture. Our manufacturing team takes great pride in the breadth of
its options, the precision of its craftsmanship, and the speed of its
manufacturing process. Our logistics team then 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.



During fiscal 2018, we acquired Lane Venture, a manufacturer and distributor of
premium outdoor furniture which is 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.



With the knowledge we have gained through operating Lane Venture, we have
developed the Bassett Outdoor brand that is only marketed through the BHF store
network. This allows Bassett branded product to move from inside the home to
outside the home to capitalize on the growing trend of outdoor living.



We also own 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.



                                       14
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We consider our website to be the front door to our brand experience where
customers can research our furniture and accessory offerings and subsequently
buy online or engage with an in-store design consultant. Customer acquisition
resulting from our digital outreach strategies has significantly increased our
traffic to the website and our online orders over the last two years. While the
growth in website traffic and orders moderated somewhat in late fiscal 2021
compared to 2020, both have nearly doubled since 2019. The migration to digital
brand research has caused us to comprehensively evaluate all of our American
made custom products. While our Custom Upholstery, Custom Dining, and Bench Made
product lines continue to be our most successful offerings, most of these items
must be purchased in a store as they are not conducive to web transactions due
to the number of options available. Consequently, we will continue to
methodically re-design each one of these important lines. Our intent is to
continue to offer the consumer custom options that will help them personalize
their home but to do so in an edited fashion that will provide a better web
experience in the research phase and will also allow the final purchase to be
made either on the web or in the store. While we work to make it easier to
purchase either in store or on-line, we will not compromise on our in-store
experience or the quality of our in-home makeover capabilities.



Analysis of Operations



The following discussion provides an analysis of our results of operations and
reasons for material changes therein for fiscal year 2021 as compared to fiscal
year 2020 and 2019. Because of the significant adverse impact that the COVID-19
pandemic had on our operations during the second quarter of fiscal 2020, we
believe that a better understanding of the revenue and profitability growth that
has resulted from our product and marketing initiatives as well as the cost
reductions implemented in fiscal 2020 is obtained by comparing our current year
results to the pre-pandemic results of fiscal 2019. Therefore, 2019 results are
presented below for the purpose of showing a comparison with 2021. For an
analysis of the fiscal year 2020 results as compared to fiscal year 2019, see
"Analysis of Operations" in Part II, Item 7, Management's Discussion and
Analysis of Financial Condition and Results of Operations in the Company's 2020
Annual Report on Form 10-K, filed with the SEC on January 21, 2021



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 27, 2021,
November 28, 2020 and November 30, 2019:



                                                                                                                    Comparative Change
                                                                                                          2021 vs 2020               2021 vs 2019
                               2021                      2020                      2019*              Dollars      Percent       Dollars      Percent
Sales Revenue:
Furniture and
accessories            $ 430,886        88.6 %   $ 337,672        87.5 %   $ 403,865        89.3 %   $  93,214         27.6 %   $  27,021          6.7 %
Logistics                 55,648        11.4 %      48,191        12.5 %      48,222        10.7 %       7,457         15.5 %       7,426         15.4 %
Total net sales
revenue                  486,534       100.0 %     385,863       100.0 %    

452,087 100.0 % 100,671 26.1 % 34,447 7.6 %



Cost of furniture
and accessories sold     209,799        43.1 %     163,567        42.4 %     179,244        39.6 %      46,232         28.3 %      30,555         17.0 %
SG&A                     196,831        40.5 %     176,368        45.7 %     217,913        48.2 %      20,463         11.6 %     (21,082 )       -9.7 %
New store
pre-opening costs              -         0.0 %           -         0.0 %       1,117         0.2 %           -           NM        (1,117 )     -100.0 %
Cost of logistical

services                  53,905        11.1 %      46,946        12.2 %      46,367        10.3 %       6,959         14.8 %       7,538         16.3 %
Other charges                  -         0.0 %      15,205         3.9 %   

8,041 1.8 % (15,205 ) -100.0 % (8,041 ) -100.0 % Income (loss) from

                           %                         %                         %
operations             $  25,999         5.3     $ (16,223 )      -4.2     $    (595 )      -0.1     $  42,222          N/M     $  26,594          N/M



*53 weeks for fiscal 2019 as compared with 52 weeks for fiscal 2021 and 2020.





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Our consolidated net sales by segment were as follows:





                                                                                       Comparative Change
                                                                            2021 vs 2020                2021 vs 2019
                              2021          2020           2019*        Dollars       Percent       Dollars      Percent
Sales Revenue
Wholesale sales of
furniture and
accessories                $  295,329     $ 221,075     $  261,105     $  74,254          33.6 %   $  34,224         13.1 %
Less: Sales to retail
segment                      (112,270 )     (95,347 )     (125,933 )     (16,923 )        17.7 %      13,663        -10.8 %
Wholesale sales to
external customers            183,059       125,728        135,172        57,331          45.6 %      47,887         35.4 %
Retail sales of
furniture and
accessories                   247,827       211,944        268,693        35,883          16.9 %     (20,866 )       -7.8 %
Consolidated net sales
of furniture and
accessories                   430,886       337,672        403,865        93,214          27.6 %      27,021          6.7 %

Logistical services
revenue                        86,977        75,158         80,074        11,819          15.7 %       6,903          8.6 %
Less: Services to
wholesale segment             (31,329 )     (26,967 )      (31,852 )      (4,362 )        16.2 %         523         -1.6 %
Logistical services to
external customers             55,648        48,191         48,222         7,457          15.5 %       7,426         15.4 %
Total sales revenue        $  486,534     $ 385,863     $  452,087     $ 100,671          26.1 %   $  34,447          7.6 %



*53 weeks for fiscal 2019 as compared with 52 weeks for fiscal 2021 and 2020.





Total sales revenue for fiscal 2021 increased $100,671, or 26.1%, from prior
year due primarily to the major impact of the COVID-19 pandemic on our
operations during fiscal 2020, which forced a near total shut-down of our
manufacturing and retail operations from late March through early May of 2020,
followed by an exceptionally strong recovery in demand for home furnishings that
has continued into fiscal 2021. Sales of furniture and accessories for fiscal
2021 increased $34,447 or 7.6%, over fiscal 2019. This growth as compared to
fiscal 2019 is attributable not only to the exceptionally strong demand for home
furnishings that has benefited our industry over the past eighteen months, but
also due to increases in our wholesale business through growth in our Lane
Venture line of outdoor furniture, the introduction of our Bassett Outdoor line
of outdoor furniture sold through our BHF store network, and the expansion of
our wholesale customer base of independent dealers partially offset by lower
retail sales from the closure of seven Company-owned stores since the end of
2019.



Cost of furniture and accessories sold as a percentage of total revenue for the
fiscal 2021 increased over fiscal 2020 and 2019 primarily due to rising raw
material and inbound freight costs, partially offset by improved leverage on
fixed costs during fiscal 2021 versus 2020 when our operations were temporarily
shut down due to the pandemic. SG&A expenses as a percentage of sales for fiscal
2021 decreased significantly from fiscal 2020 and 2019 due to increased leverage
of fixed costs due to higher sales volume coupled with the fact that we have
been able to maintain various expense reductions implemented in the second and
third quarters of fiscal 2020 in response to the COVID-19 pandemic. This was
partially offset by increased operating costs in the logistical services
segment.



Other charges of $15,205 incurred during fiscal 2020 included $11,114 of
non-cash asset impairment charges on five underperforming retail stores,
including $6,239 for the impairment of operating lease right-of-use assets, and
$1,070 of non-cash impairment charges in our wholesale segment, primarily due to
the closure of our custom upholstery manufacturing facility in Grand Prairie,
Texas in May of 2020, a non-cash charge of $1,971 for the impairment of goodwill
associated with our wood reporting unit within our wholesale segment, and $1,050
of litigation costs relating to certain wage and hour violation claims that had
been asserted against the Company. These claims have since been settled at no
additional cost.


Certain other items affecting comparability between fiscal 2021 and 2020 are discussed below in "Other Items Affecting Net Income".


                                       16
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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. See "Recent Development Regarding Zenith" under Part I, Item 1 of the
Annual Report regarding our entry into an agreement to sell substantially all of
the assets of Zenith.



                                       17

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The following tables illustrate the effects of various intercompany eliminations
on income (loss) from operations in the consolidation of our segment results for
the full fiscal years ended November 27, 2021, November 28, 2020 and November
30, 2019:



                                                 Year Ended November 27, 2021
                      Wholesale        Retail        Logistics       Eliminations           Consolidated
Sales revenue:
Furniture &
accessories          $   295,329     $  247,827     $         -     $     (112,270 ) (1)   $      430,886
Logistics                      -              -          86,977            (31,329 ) (2)           55,648
Total sales
revenue                  295,329        247,827          86,977           (143,599 )              486,534
Cost of furniture
and accessories
sold                     202,026        118,455               -           (110,682 ) (3)          209,799
SG&A expense              75,813        122,328               -             (1,310 ) (4)          196,831
Cost of logistical
services                       -              -          85,234            (31,329 ) (5)           53,905
Income from
operations           $    17,490     $    7,044     $     1,743     $         (278 )       $       25,999




                                                Year Ended November 28, 2020
                     Wholesale        Retail        Logistics       Eliminations           Consolidated
Sales revenue:
Furniture &
accessories         $   221,075     $  211,944     $         -     $      (95,347 ) (1)   $      337,672
Logistics                     -              -          75,158            (26,967 ) (2)           48,191
Total sales
revenue                 221,075        211,944          75,158           (122,314 )              385,863
Cost of furniture
and accessories
sold                    152,982        107,233               -            (96,648 ) (3)          163,567
SG&A expense             63,506        114,208               -             (1,346 ) (4)          176,368
Cost of
logistical
services                      -              -          73,913            (26,967 ) (5)           46,946
Income (loss)
from operations
(6)                 $     4,587     $   (9,497 )   $     1,245     $        2,647         $       (1,018 )




                                                Year Ended November 30, 2019
                     Wholesale        Retail        Logistics       Eliminations           Consolidated
Sales revenue:
Furniture &
accessories         $   261,105     $  268,693     $         -     $     (125,933 ) (1)   $      403,865
Logistics                     -              -          80,074            (31,852 ) (2)           48,222
Total sales
revenue                 261,105        268,693          80,074           (157,785 )              452,087
Cost of furniture
and accessories
sold                    173,350        131,528               -           (125,634 ) (3)          179,244
SG&A expense             76,299        143,057               -             (1,443 ) (4)          217,913
New store
pre-opening costs             -          1,117               -                  -                  1,117
Cost of
logistical
services                      -              -          78,219            (31,852 ) (5)           46,367
Income (loss)
from operations
(6)                 $    11,456     $   (7,009 )   $     1,855     $        1,144         $        7,446

(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.
(4) Represents the elimination of rent paid by our retail stores occupying

Company-owned real estate. (5) Represents the elimination of the cost of logistical services provided by

Zenith to our wholesale segment. (6) 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.




                                       18

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Non-GAAP Financial Information





To supplement the financial measures prepared in accordance with GAAP, we use
certain non-GAAP financial measures, including income (loss) from operations
before other charges and gross profit on wholesale sales of furniture and
accessories by segment inclusive of intercompany sales. The reconciliations of
these non-GAAP financial measures to the most directly comparable financial
measures calculated and presented in accordance with GAAP are shown in tables
below.


Income (Loss) from Operations before Other Charges





The following table reconciles income (loss) from operations as shown above for
our consolidated segment results with income (loss) from operations as reported
in accordance with GAAP for fiscal years ended November 27, 2021, November 28,
2020 and November 30, 2019:



                                              2021              2020              2019

Consolidated segment income (loss) from
operations excluding special charges      $      25,999     $      (1,018 )   $       7,446
Less:
Asset impairment charges                              -            12,184             4,431
Goodwill impairment charge                            -             1,971             1,926
Early retirement program                              -                 -               835
Litigation expense                                    -             1,050               700
Lease exit costs                                      -                 -               149

Income (loss) from operations as
reported                                  $      25,999     $     (16,223 )   $        (595 )




Asset Impairment Charges



During fiscal 2020 the loss from operations included $11,114 of non-cash asset
impairment charges on five underperforming retail stores, including $6,239 for
the impairment of operating lease right-of-use assets, and $1,070 of non-cash
impairment charges in our wholesale segment, primarily due to the closure of our
custom upholstery manufacturing facility in Grand Prairie, Texas.



During fiscal 2019 the loss from operations included $4,431 of non-cash impairment charges recognized on the assets of six underperforming retail stores.





Goodwill Impairment Charges



Due to the impact of the COVID-19 pandemic, we performed an interim impairment
assessment of our goodwill as of May 30, 2020. As a result, we recognized a
non-cash charge of $1,971 during fiscal 2020 for the impairment of goodwill
associated with our wood reporting unit within our wholesale segment (see Note 6
to our Consolidated Financial Statements).



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 6 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. These employees received
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 2020 and 2019 we accrued $1,050 and $700, respectively for the
estimated costs to resolve certain wage and hour violation claims that had been
asserted against the Company.



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.



                                       19
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Gross Profit by Segment



In the following analysis of results for our wholesale and retail segments, we
present a measure of gross profit on sales which is inclusive of intercompany
sales from our wholesale segment to our retail segment. We believe that this is
a key metric by which to evaluate the performance of each segment and is
consistent with management's view of our operating results. The following table
reconciles the sales, cost of sales and gross profit presented for each of the
wholesale and retail segments to the consolidated amounts for sales, cost of
sales and the implied gross profit in accordance with GAAP.



                                                  Year Ended November 27, 2021
                              Non-GAAP Presentation                                GAAP Presentation
                            Wholesale         Retail        Eliminations             Consolidated

Sales revenue: furniture
& accessories              $    295,329     $  247,827     $     (112,270 ) (1)   $           430,886
Cost of furniture and
accessories sold                202,026        118,455           (110,682 ) (2)               209,799
Gross profit               $     93,303     $  129,372     $       (1,588 ) (3)   $           221,087




                                                  Year Ended November 28, 2020
                              Non-GAAP Presentation                                GAAP Presentation
                            Wholesale         Retail        Eliminations             Consolidated
Sales revenue: furniture
& accessories              $    221,075     $  211,944     $      (95,347 ) (1)   $           337,672
Cost of furniture and
accessories sold                152,982        107,233            (96,648 ) (2)               163,567
Gross profit               $     68,093     $  104,711     $        1,301   (3)   $           174,105




                                                  Year Ended November 30, 2019
                              Non-GAAP Presentation                                GAAP Presentation
                            Wholesale         Retail        Eliminations             Consolidated

Sales revenue: furniture
& accessories              $    261,105     $  268,693     $     (125,933 ) (1)   $           403,865
Cost of furniture and
accessories sold                173,350        131,528           (125,634 ) (2)               179,244
Gross profit               $     87,755     $  137,165     $         (299 ) (3)   $           224,621




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

(2) 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.

(3) Represents the change for the period in the elimination of intercompany


      profit in ending retail inventory.




Wholesale Segment



Net sales, gross profit, SG&A expense and operating income for our Wholesale
Segment were as follows for the fiscal years ended November 27, 2021, November
28, 2020 and November 30, 2019:



                                                                                                                      Comparative Change
                                                                                                           2021 vs 2020               2021 vs 2019
                                 2021                      2020                      2019*             Dollars      Percent      Dollars       Percent

Net sales                $ 295,329       100.0 %   $ 221,075       100.0 % 

$ 261,105 100.0 % $ 74,254 33.6 % $ 34,224 13.1 % Gross profit (1)

            93,303        31.6 %      68,093        30.8 %      87,755        33.6 %     25,210         37.0 %      5,548           6.3 %
SG&A                        75,813        25.7 %      63,506        28.7 % 

76,299 29.2 % 12,307 19.4 % (486 ) -0.6 % Income from operations $ 17,490 5.9 % $ 4,587 2.1 %

$  11,456         4.4 %   $ 12,903        281.3 %   $  6,034          52.7 %



(1) Gross profit at the segment level is considered a Non-GAAP financial measure


    due to the included effects of intercompany transactions. Refer to the
    reconciliation of gross profit by segment to consolidated gross profit
    presented under Non-GAAP Financial Information above.



*53 weeks for fiscal 2019 as compared with 52 weeks for fiscal 2021 and 2020.





                                       20
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Wholesale shipments by category for the fiscal years ended November 27, 2021, November 28, 2020 and November 30, 2019 are summarized below:





                                                     2021                                                       2020                                                      2019*
                            External       Intercompany              Total             External       Intercompany              Total             External       Intercompany              Total

Bassett Custom Upholstery $ 105,445 $ 69,533 $ 174,978

59.2 % $ 71,840 $ 56,360 $ 128,200 58.0 % $ 78,856 $ 73,559 $ 152,415 58.4 % Bassett Leather

                36,157                 61        36,218        12.3 %      20,487                949        21,436         9.7 %      17,083              2,137        19,220         7.4 %
Bassett Custom Wood            24,079             24,066        48,145        16.3 %      19,682             19,629        39,311        17.8 %      21,264             24,818        46,082        17.6 %
Bassett Casegoods              17,378             18,610        35,988        12.2 %      13,719             18,409        32,128        14.5 %      17,221             23,699        40,920        15.7 %
Accessories (1)                     -                  -             -         0.0 %           -                  -             -         0.0 %         748              1,720         2,468         0.9 %

Total                       $ 183,059     $      112,270     $ 295,329       100.0 %   $ 125,728     $       95,347     $ 221,075       100.0 %   $ 135,172     $      125,933     $ 261,105       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.



*53 weeks for fiscal 2019 as compared with 52 weeks for fiscal 2021 and 2020.

Fiscal 2021 as Compared to Fiscal 2020





Net sales for the fiscal year ended November 27, 2021 increased $74,254, or
33.6%, from the prior year due primarily to the major impact of the COVID-19
pandemic on our operations during fiscal 2020, which forced a nearly total
shut-down of our manufacturing and retail operations from late March through
early May of 2020, followed by an exceptionally strong recovery in demand for
home furnishings that has continued through fiscal 2021. The increase in orders
resulting from this surge in demand, coupled with continuing supply chain
disruptions in the wake of the pandemic, has resulted in a wholesale backlog of
$90,057 at November 27, 2021 as compared to $54,874 at November 28, 2020. As
previously discussed, Bassett and most of the home furnishings industry has been
faced with continuing logistical challenges from COVID-related labor shortages
and supply chain disruptions creating significant delays in order fulfillment
and increased backlogs. For fiscal 2021, gross margins improved primarily due to
improved leverage on fixed costs versus the prior year period when our
operations were temporarily shut down due to the pandemic partially offset by
various cost increases including foam, plywood and various other commodity costs
and container freight and other logistics costs. As a result of the
aforementioned cost increases, we have instituted multiple price increases
during the year, some of which have not been fully realized in the operations as
those price increases have generally not been implemented against the existing
backlog at the time those increases were given. SG&A expenses as a percentage of
sales for fiscal 2021 decreased significantly from fiscal 2020 due to increased
leverage of fixed costs due to higher sales volume partially offset by higher
spending in the marketing and information technology areas.



Fiscal 2021 as Compared to Fiscal 2019





Because of the significant adverse impact that the COVID-19 pandemic had on our
operations during the second quarter of fiscal 2020, we believe that a better
understanding of the revenue growth that has resulted from our product and
marketing initiatives is obtained by comparing our current year revenues to the
pre-pandemic levels of fiscal 2019. Wholesale sales for fiscal 2021 increased
$34,224 or 13.1% over fiscal 2019. On an average weekly basis normalizing for
fiscal 2019 being a 53-week year, sales increased 15.3% over 2019. Shipments to
the BHF store network declined 3.6% for fiscal 2021 as compared to fiscal 2019.
Growth in shipments to the BHF store network of the Bassett Outdoor line of
outdoor furniture, introduced in fiscal 2020, was offset by lower retail sales
from the closure of seven Company-owned stores since the end of 2019 and the
fact that fiscal 2021 included one less week of sales as compared to 2019.
Shipments to the open market (independent dealers outside of the BHF store
network) increased 41% for fiscal 2021 over fiscal 2019 primarily due to
increases from existing dealers along with an expansion of the dealer base.
Shipments of our Lane Venture line of outdoor furniture increased 35% for fiscal
2021, respectively, over the comparable fiscal 2019 periods. In addition,
wholesale orders for fiscal 2021, increased 28% over fiscal 2019. Wholesale
orders from independent dealers increased 67% for fiscal 2021 over fiscal 2019
driven by increases from existing dealers along with an expansion of the dealer
base. Also, orders from the Bassett Home Furnishings store network for fiscal
2021 increased 4.7% over fiscal 2019 in spite of having seven fewer stores in
the fleet during 2021 as well as one less week in 2021 as compared to 2019. Lane
Venture orders increased by 83% for fiscal 2021 over fiscal 2019.



                                       21
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Retail Segment - Company Owned Stores





Net sales, gross profit, SG&A expense, new store pre-opening costs and operating
income (loss) for our retail segment were as follows for the fiscal years ended
November 27, 2021, November 28, 2020 and November 30, 2019:



                                                                                                                    Comparative Change
                                                                                                          2021 vs 2020               2021 vs 2019
                               2021                      2020                      2019*             Dollars       Percent       Dollars      Percent

Net sales              $ 247,827       100.0 %   $ 211,944       100.0 %  

$ 268,693 100.0 % $ 35,883 16.9 % $ (20,866 ) -7.8 % Gross profit (1) 129,372 52.2 % 104,711 49.4 %


 137,165        51.0 %     24,661          23.6 %      (7,793 )       -5.7 %
SG&A                     122,328        49.4 %     114,208        53.9 %     143,057        53.2 %      8,120           7.1 %     (20,729 )      -14.5 %
New store
pre-opening costs              -         0.0 %           -         0.0 %       1,117         0.4 %          -           0.0 %      (1,117 )     -100.0 %

Loss from operations $ 7,044 2.8 % $ (9,497 ) -4.5 % $ (7,009 ) -2.6 % $ 16,541

            NM     $  14,053           NM




(1) Gross profit at the segment level is considered a Non-GAAP financial measure
due to the included effects of intercompany transactions. Refer to the
reconciliation of gross profit by segment to consolidated gross profit presented
under Non-GAAP Financial Information above.



Retail sales by major product category for the fiscal years ended November 27, 2021, November 28, 2020 and November 30, 2019 were as follows:





                                 2021                        2020                        2019*

Bassett Custom
Upholstery              $ 139,527          56.3 %   $ 112,888          53.3 %   $ 142,865          53.2 %
Bassett Leather               226           0.1 %       2,326           1.1 %       3,782           1.4 %
Bassett Custom Wood        30,931          12.5 %      28,942          13.7 %      35,092          13.1 %
Bassett Casegoods          42,658          17.2 %      35,728          16.9 %      44,827          16.7 %
Accessories,
mattresses & other
(1)                        34,485          13.9 %      32,060          15.1 %      42,127          15.7 %
Total                   $ 247,827         100.0 %   $ 211,944         100.0 %   $ 268,693         100.0 %



(1) Includes the sale of goods other than Bassett-branded products, such as

accessories and bedding, and also includes the sale of furniture protection


      plans.



*53 weeks for fiscal 2019 as compared with 52 weeks for fiscal 2021 and 2020.

Fiscal 2021 as Compared to Fiscal 2020





Net sales for fiscal 2021 increased $35,886 or 16.9% from the prior year due
primarily to the major impact of the COVID-19 pandemic on our operations in
fiscal 2020, which forced a nearly total shut-down of our retail operations from
late March through early May of that year, followed by an exceptionally strong
recovery in demand for home furnishings that has continued through fiscal 2021.
The increase in written sales (the value of sales orders taken but not
delivered) resulting from this surge in demand has resulted in a retail backlog
of $82,894 at November 27, 2021 as compared to $57,041 at November 28, 2020. As
previously discussed, Bassett and most of the home furnishings industry has been
faced with continuing logistical challenges from COVID-related labor shortages
and supply chain disruptions creating significant delays in order fulfillment
and increased backlogs. Gross margins for fiscal 2021 increased by 280 basis
points, primarily driven by lower levels of promotional activity coupled with
improved margins on clearance activity. SG&A expenses for fiscal 2021 as a
percentage of sales decreased significantly as compared to fiscal 2020. This was
driven by workforce and other overhead reductions and greater leverage on fixed
costs from higher sales volumes. In addition, over the course of fiscal 2020 we
closed seven unprofitable store locations.



Fiscal 2021 as Compared to Fiscal 2019





Because of the significant adverse impact that the COVID-19 pandemic had on our
operations during the second quarter of fiscal 2020, we believe that a better
understanding of the retail revenue trend that has resulted from our product and
marketing initiatives is obtained by comparing our current year revenues to the
pre-pandemic levels of fiscal 2019. Compared to fiscal 2019, net sales for
fiscal 2021 decreased $20,866 or 7.8%, as sales increases from the introduction
of the Bassett Outdoor product line were offset by sales decreases from having
seven fewer stores in operation. On an average weekly basis normalizing for
fiscal 2019 being a 53-week year, sales decreased 6.0% as compared to 2019.
Written sales increased 3.0% for fiscal 2021, respectively over fiscal 2019 in
spite of having seven fewer stores in operation and one less week on fiscal
2021.



                                       22

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Logistical Services Segment


Revenues, operating expenses and income from operations for our logistical services segment were as follows for the fiscal years ended November 27, 2021, November 28, 2020 and November 30, 2019:





                                                                                                                   Comparative Change
                                                                                                         2021 vs 2020               2021 vs 2019
                                 2021                     2020                    2019*             Dollars       Percent      Dollars       Percent
Logistics revenue        $ 86,977       100.0 %   $ 75,158       100.0 %   $ 80,074       100.0 %   $ 11,819          15.7 %   $  6,903           8.6 %
Operating expenses         85,234        98.0 %     73,913        98.3 %     78,219        97.7 %     11,321          15.3 %      7,015           9.0 %

Income from operations   $  1,743         2.0 %   $  1,245         1.7 %   $  1,855         2.3 %   $    498          40.0 %   $   (112 )        -6.0 %



*53 weeks for fiscal 2019 as compared with 52 weeks for fiscal 2020.

Analysis of Operations - Logistical Services





Net revenues for fiscal 2021 increased $11,819 over the prior year due primarily
to the major impact of the COVID-19 pandemic on our operations in fiscal 2020,
which forced a near total shut-down of furniture retail operations throughout
the country from late March through early May of 2020.  Zenith's operating
expenses as a percentage of revenue for 2021 improved as compared to fiscal 2020
due to better operating efficiency in our middle mile service compared to fiscal
2020 when we were forced during the second quarter of 2020 to run some of our
trucks at substantially lower than optimal load levels resulting in
inefficiencies. These improvements were partially offset by significantly higher
warehouse labor costs as Zenith has been challenged to find and retain
freight-handling personnel in the warehousing operation since reopening from the
COVID shutdown. Operating expense as a percent of revenue for 2021 increased as
compared to 2019 primarily due to the previously mentioned increased labor
costs.



Other Items Affecting Net Income (Loss)





Other items affecting net income (loss) for fiscal 2021 and 2020 are as follows:



                                                         2021        2020

Interest income (1)                                    $     54     $  236
Interest expense (2)                                       (322 )      (49 )
Net periodic pension costs (3)                             (422 )     (499 )
Net gains (cost) of company-owned life insurance (4)       (364 )      647
Other                                                      (705 )     (898 )

Total other loss, net                                  $ (1,759 )   $ (563 )

(1) Consists of interest income arising from our short-term investments and

interest-bearing cash equivalents. The decline in interest income for fiscal

2021 as compared with fiscal 2020 was due primarily to lower interest rates.


      See Note 3 to the Consolidated Financial Statements for additional
      information regarding our investments in certificates of deposit.

(2) The increase in interest expense in fiscal 2021 over fiscal 2020 is due to

the increase in finance leases for tractor, trailer and office equipment.


      See Note 14 to the Consolidated Financial Statements for additional
      information regarding our leases.

(3) Represents the portion of net periodic pension costs not included in income


      from operations. See Note 9 to the Consolidated Financial Statements for
      additional information related to our defined benefit pension plans.


  (4) Includes a gain arising from death benefits from Company-owned life
      insurance of $914 in fiscal 2020.




Provision for Income taxes



On March 27, 2020 the Coronavirus Aid, Relief, and Economic Security Act (the
"CARES Act") was signed into law. A major provision of the CARES Act allows net
operating losses from the 2018, 2019 and 2020 tax years to be carried back up to
five years. As a result, for the year ended November 28, 2020, we were able to
recognize tax benefits substantially in excess of the current federal statutory
rate of 21% due to the effects of carrying back our current net operating loss
to tax years in which the federal statutory rate was 35%.



                                       23
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We recorded an income tax provision (benefit) of $6,198, $(6,365) and $188 in
fiscal 2021, 2020 and 2019, respectively. Our effective tax rate for 2021 of
25.6% differs from the federal statutory rate of 21.0% due to the effects of
state income taxes and various permanent differences. Our effective tax rate of
37.9% for 2020 differs from the federal statutory rate of 21.0% primarily due to
the benefit of the CARES Act and to the effects of state income taxes and
various permanent differences, including those related to the non-deductible
goodwill impairment charge. Our effective tax rate of (10.8%) for 2019 differs
from the federal statutory rate of 21.0% primarily due to the non-deductible
goodwill impairment charge along with the effects of state income taxes and
certain other non-deductible expense. See Note 12 to the Consolidated Financial
Statements for additional information regarding our income tax provision
(benefit), as well as our net deferred tax assets and other matters.



We have net deferred tax assets of $3,189 as of November 27, 2021, which, upon
utilization, are expected to reduce our cash outlays for income taxes in future
years. It will require approximately $12,000 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 2021 was $14,563 compared to $36,675 for
fiscal 2020, representing a decrease of $22,112. This decrease in operating cash
flow is primarily due to significantly increased investment in inventory as we
work to fulfill our order backlog and cope with ongoing supply chain disruptions
partially offset by increased customer deposits associated with the increase in
retail backlogs.



Our overall cash position decreased by $11,425 during fiscal 2021, compared to
an overall increase of $26,112 during fiscal 2020, a decline of $37,537 from the
prior year. In addition to the decline in cash flows from operations, net cash
used in investing activities during fiscal 2021 increased $7,824 to a net use of
$11,571 compared to net cash used in investing activities of $3,747 for the
prior year. This increase was primarily due to increased capital expenditures in
the current year while the prior year period also included proceeds from the
sale of our closed Gulfport store location. Net cash used in financing
activities during fiscal 2021 increased $7,601 to a net use of $14,417 as
compared to a net use of $6,816 for the prior year, primarily due to increased
share repurchases of $5,566 during fiscal 2021 as compared to $2,208 repurchased
during fiscal 2020 along with a special dividend of $2,479 declared and paid
during fiscal 2021. As of November 27, 2021, $19,348 remains authorized under
our existing share repurchase plan. With cash and cash equivalents and
short-term investments totaling $52,089 on hand at November 27, 2021, expected
future operating cash flows 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 bank credit facility provides for a line of credit of up to $25,000. At
November 27, 2021, we had $3,931 outstanding under standby letters of credit
against our line, leaving availability under our credit line of $21,069. In
addition, we have outstanding standby letters of credit with another bank
totaling $325. The line bears interest at the rate of LIBOR plus 1.9%, with a
fee of 0.25% charged for the unused portion of the line and is secured by a
general lien on our accounts receivable and inventory. We were in compliance
with all covenants under the agreement as of November 27, 2021. The credit
facility matures on January 31, 2022.



On January 27, 2022, we entered into a new credit facility with our bank which
also provides for a credit line of up to $25,000. The line bears interest at the
One-Month Term Secured Overnight Financing Rate ("One-Month Term SOFR") plus
1.5% and is unsecured. Our bank will charge a fee of 0.25% on the daily unused
balance of the line, payable quarterly. Under the terms of the new facility, we
must maintain the following financial covenants, measured quarterly on a rolling
twelve-month basis:



  ? Consolidated fixed charge coverage ratio of not less than 1.4 times,




  ? Consolidated lease-adjusted leverage ratio not to exceed 3.0 times, and



? Minimum tangible net worth ratio of $140,000, which will change to $120,000 if

we do not complete the sale of Zenith (see "Recent Development Regarding

Zenith" under Part I, Item 1 of this Annual Report regarding our entry into an


    agreement to sell substantially all of the assets of Zenith).




We were in compliance with these covenants at November 27, 2021 and expect to
remain in compliance for the foreseeable future. The new credit facility will
mature on January 27, 2025, at which time any amounts outstanding under the
facility will be due.



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 and retail segments. The total future
minimum lease payments for leases with terms in excess of one year at November
27, 2021 is $164,855, the present value of which is $141,674 and is included in
our accompanying consolidated balance sheet at November 27, 2021. We were
contingently liable under licensee lease obligation guarantees in the amount of
$1,845 at November 27, 2021. Remaining terms under these lease guarantees range
from approximately one to five years. See Note 14 to our consolidated financial
statements for a schedule of future cash payments on our lease obligations and
additional details regarding our leases and lease guarantees.



                                       24
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We provide post-employment benefits to certain current and former executives and
management level employees of the Company. Included among these benefits are two
defined-benefit plans with a combined projected benefit obligation of $10,740 at
November 27, 2021. See Note 9 to our consolidated financial statements for a
projection of future benefit payments under these plans from 2022 through 2031.
We also have deferred compensation plans with a total liability of $3,437 at
November 27, 2021, the current portion of which is $296. See Note 9 to our
consolidated financial statements for additional information regarding these
plans.


Dividends and Share Repurchases





During fiscal 2021, we declared and paid four quarterly dividends totaling
$5,210, or $0.53 per share, as well as one special dividend totaling $2,479, or
$0.25 per share. During fiscal 2021, we repurchased 204,714 shares of our stock
for $5,566 under our share repurchase program. The weighted-average effect of
these share repurchases on both our basic and diluted earnings per share was
approximately $0.02 per share. On July 15, 2021, our Board of Directors
increased the remaining limit of the repurchase plan to $20,000. The approximate
dollar value that may yet be purchased pursuant to our stock repurchase program
as of November 27, 2021 was $19,348.



Capital Expenditures



We currently anticipate that total capital expenditures for fiscal 2022 will be
approximately $25 to $30 million, approximately half of which will be used for
the purchase and renovation of a site for a new retail store in a new market as
well as repositions of two other retail locations, with the remainder used for
the expansion and upgrade of our outdoor furniture manufacturing facilities in
Haleyville, Alabama along with additional investments in technology and various
other manufacturing upgrades within our wholesale segment. 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 store program, 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.
Our primary non-recurring fair value estimates, typically involving the
valuation of business acquisitions, goodwill impairments (see Note 7 to the
Consolidated Financial Statements) and asset impairments (see Note 13 to the
Consolidated Financial Statements) have utilized Level 3 inputs.



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 Note 14 to the Consolidated Financial Statements, included in Item
8 of this Annual Report on Form 10-K, for further discussion of 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.



                                       25

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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.



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 $51,492 and $25,341 as of November
27, 2021 and November 28, 2020, respectively. Substantially all of the customer
deposits held at November 28, 2020 related to performance obligations satisfied
during fiscal 2021 and have therefore been recognized in revenue for the year
ended November 27, 2021. 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 $1,240
and $783 at November 27, 2021 and November 28, 2020, respectively. 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 credit losses - We maintain an allowance for credit losses for
estimated losses resulting from the inability of our customers to make required
payments. Our accounts receivable reserves were $796 and $1,211 at November 27,
2021 and November 28, 2020, respectively, representing 2.7% and 5.1% of our
gross accounts receivable balances at those dates, respectively. The allowance
for credit losses is based on a review of specifically identified customer
accounts in addition to an overall aging analysis which is applied to accounts
pooled on the basis of similar risk characteristics. Judgments are made with
respect to the collectibility of accounts receivable within each pool based on
historical experience, current payment practices and current economic trends
based on our expectations over the expected life of the receivables, which is
generally ninety days or less. 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 accounted for under the first-in, first out ("FIFO")
method are stated at the lower of cost or net realizable value, and inventory
accounted for under the last-in, first out method ("LIFO") is stated at the
lower of cost or market. Cost is determined for domestic furniture inventories,
excluding outdoor furniture products, using the LIFO method. The cost of
imported inventories and domestic outdoor furniture products is determined on a
FIFO 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 $4,816 and $4,522 at November 27, 2021 and November 28,
2020, respectively, representing 5.8% and 7.6%, respectively, of our inventories
on a LIFO basis. If actual demand or market conditions in the future are less
favorable than those estimated, additional inventory write-downs may be
required.



Goodwill - Goodwill represents the excess of the 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.



                                       26
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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 for the annual test during fiscal 2019, 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. As a result of this test, we
recorded an impairment charge of $1,926 during the year ended November 30, 2019.
In addition, we performed an interim test of goodwill as of May 30, 2020 due to
the severe impact of the COVID-19 pandemic and resulting business interruption
during the second fiscal quarter of 2020. This interim test resulted in an
impairment charge of $1,971 for the year ended November 28, 2020. For the annual
tests of goodwill performed as of the beginning of the fourth fiscal quarters of
2020 and 2021, we performed the qualitative assessment as described above and
concluded that there has been no additional impairment of our goodwill as of
November 27, 2021.



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, 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.



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 27, 2021, 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 27, 2021 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 $1,964.



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. Right of use assets under operating
leases are written down to their estimated fair value. Our estimates of the fair
value of the impaired right of use assets include estimates of discounted cash
flows based upon current market rents and other inputs which we consider to be
Level 3 inputs as specified in the fair value hierarchy in ASC Topic 820, Fair
Value Measurement and Disclosure.



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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.





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