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(State or other jurisdiction of
incorporation or organization)
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(Commission File No.)
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(I.R.S. Employer
Identification No.)
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(Address of principal executive offices)
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(Zip Code)
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Title of each class
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Trading Symbol
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Name of exchange on which registered
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Item 2.01.
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Completion of Acquisition or Disposition of Assets
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Item 8.01. | Other Items. |
Item 9.01. | Financial Statements and Exhibits. |
99.1 | Unaudited pro forma financial information for Bassett Furniture Industries, Inc. |
99.2 | Press release of Bassett Furniture Industries, Inc. dated March 1, 2022 |
104 | Cover Page Interactive Data File (embedded within the inline XBRL document) |
BASSETT FURNITURE INDUSTRIES, INCORPORATED
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Date: March 3, 2022
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By:
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/s/ J. Michael Daniel
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J. Michael Daniel
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Exhibit 99.1
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The unaudited pro forma consolidated financial statements of Bassett Furniture Industries, Incorporated (“Bassett”) consist of a condensed consolidated balance sheet at November 27, 2021 and condensed consolidated statements of operations for years ended November 27, 2021, November 28, 2020 and November 30, 2019, which reflect Bassett’s recently completed sale of substantially all of the assets of its wholly-owned subsidiary Zenith Freight Lines, LLC (“Zenith”) to J.B. Hunt Transport, Inc. (“J.B. Hunt”). The unaudited pro forma condensed consolidated financial statements included herein have been derived from the audited financial statements of Bassett as of and for the three years ended November 27, 2021.
On January 31, 2022, Bassett and Zenith entered into a material definitive agreement with J.B. Hunt by which Bassett has sold substantially all of Zenith’s assets to J.B. Hunt for $86,939 in cash subject to certain potential post-closing adjustments as described in the agreement. The completion of the transaction occurred on February 28, 2022. Concurrent with the closing, Bassett and J.B. Hunt have entered into a long-term Master Transportation Agreement whereby J.B. Hunt will continue to provide Bassett those services currently provided by Zenith.
The pro forma adjustments have been prepared as if the disposition of Zenith’s assets occurred on November 27, 2021 in the case of the unaudited pro forma condensed consolidated balance sheet and on November 29, 2020 in the case of the unaudited pro forma consolidated statement of operations for the year ended November 27, 2021. The unaudited pro forma consolidated statements of operations for the years ended November 28, 2020 and November 30, 2019 reflect the removal of historical revenues and expenses associated with the operations of Zenith for those periods. The unaudited pro forma consolidated financial statements should be read in conjunction with the related notes, which are included herein, and the financial statements and notes included in Bassett’s Annual Report on Form 10-K for the year ended November 27, 2021.
The pro forma condensed combined financial statements do not necessarily reflect what the Bassett’s financial condition or results of operations would have been had the disposition occurred on the dates indicated. They also may not be useful in predicting the future financial condition and results of operations of Bassett subsequent to the disposition. Bassett’s actual financial condition and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors.
BASSETT FURNITURE INDUSTRIES, INCORPORATED |
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UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET |
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AT NOVEMBER 27, 2021 |
Transaction |
|||||||||||||
Historical |
Accounting |
||||||||||||
As Reported |
Adjustments |
Pro Forma |
|||||||||||
Assets |
|||||||||||||
Current assets |
|||||||||||||
Cash and cash equivalents |
$ | 34,374 | $ | 86,939 |
(a) |
$ | 121,313 | ||||||
Short-term investments |
17,715 | - | 17,715 | ||||||||||
Accounts receivable, net |
28,168 | (7,601 | ) |
(b) |
20,567 | ||||||||
Inventories |
78,004 | - | 78,004 | ||||||||||
Recoverable income taxes |
8,379 | (8,379 | ) |
(c) |
- | ||||||||
Other current assets |
13,644 | (3,463 | ) |
(b) |
10,181 | ||||||||
Total current assets |
180,284 | 67,496 | 247,780 | ||||||||||
Property and equipment, net |
94,066 | (24,898 | ) |
(b) |
69,168 | ||||||||
Other long-term assets |
|||||||||||||
Deferred income taxes, net |
3,189 | 3,362 |
(c) |
6,551 | |||||||||
Goodwill and other intangible assets |
23,448 | (9,094 | ) |
(b) |
14,354 | ||||||||
Right of use assets under operating leases |
114,148 | (18,192 | ) |
(b) |
95,956 | ||||||||
Other |
6,525 | (572 | ) |
(b) |
5,953 | ||||||||
Total other long-term assets |
147,310 | (24,496 | ) | 122,814 | |||||||||
Total assets |
$ | 421,660 | $ | 18,102 | $ | 439,762 | |||||||
Liabilities and Stockholders’ Equity |
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Current liabilities |
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Accounts payable |
$ | 28,324 | $ | (3,418 | ) |
(b) |
$ | 24,906 | |||||
Accrued compensation and benefits |
15,934 | (3,295 | ) |
(b) |
12,639 | ||||||||
Customer deposits |
51,492 | - | 51,492 | ||||||||||
Current portion of operating lease obligations |
27,693 | (7,458 | ) |
(b) |
20,235 | ||||||||
Income taxes payable |
- | 8,637 |
(c) |
8,637 | |||||||||
Other accrued liabilities |
10,776 | (1,013 | ) |
(b) |
9,763 | ||||||||
Total current liabilities |
134,219 | (6,547 | ) | 127,672 | |||||||||
Long-term liabilities |
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Post employment benefit obligations |
12,968 | - | 12,968 | ||||||||||
Long-term portion of operating lease obligations |
105,841 | (10,996 | ) |
(b) |
94,845 | ||||||||
Other long-term liabilities |
5,900 | (5,213 | ) |
(b) |
687 | ||||||||
Total long-term liabilities |
124,709 | (16,209 | ) | 108,500 | |||||||||
Commitments and Contingencies |
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Stockholders’ equity |
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Common stock |
48,811 | - | 48,811 | ||||||||||
Retained earnings |
115,631 | 40,858 |
(d) |
156,489 | |||||||||
Additional paid-in-capital |
113 | - | 113 | ||||||||||
Accumulated other comprehensive loss |
(1,823 | ) | - | (1,823 | ) | ||||||||
Total stockholders' equity |
162,732 | 40,858 | 203,590 | ||||||||||
Total liabilities and stockholders’ equity |
$ | 421,660 | $ | 18,102 | $ | 439,762 |
See accompanying Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements.
BASSETT FURNITURE INDUSTRIES, INCORPORATED |
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UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS |
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FOR THE YEAR ENDED NOVEMBER 27, 2021 |
Transaction |
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Historical |
Accounting |
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As Reported |
Adjustments |
Pro Forma |
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Sales revenue: |
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Furniture and accessories |
$ | 430,886 | $ | - | $ | 430,886 | |||||||
Logistics |
55,648 | (55,648 | ) |
(e) |
- | ||||||||
Total sales revenue |
486,534 | (55,648 | ) | 430,886 | |||||||||
Cost of furniture and accessories sold |
209,799 | - | 209,799 | ||||||||||
Selling, general and administrative expenses |
196,831 | - | 196,831 | ||||||||||
Cost of logistical services |
53,905 | (53,905 | ) |
(e) |
- | ||||||||
Income from operations |
25,999 | (1,743 | ) | 24,256 | |||||||||
Gain on disposal of logistical services segment |
- | 54,512 |
(f) |
54,512 | |||||||||
Interest income |
54 | (6 | ) |
(e) |
48 | ||||||||
Interest expense |
(322 | ) | 289 |
(e) |
(33 | ) | |||||||
Other loss, net |
(1,491 | ) | (23 | ) |
(e) |
(1,514 | ) | ||||||
Income before income taxes |
24,240 | 53,029 | 77,269 | ||||||||||
Income tax expense |
6,198 | 13,283 |
(g) |
19,481 | |||||||||
Net income |
$ | 18,042 | $ | 39,746 | $ | 57,788 | |||||||
Net income per share |
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Basic income per share |
$ | 1.83 | $ | 4.05 |
(h) |
$ | 5.88 | ||||||
Diluted income per share |
$ | 1.83 | $ | 4.04 |
(h) |
$ | 5.87 |
See accompanying Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements.
BASSETT FURNITURE INDUSTRIES, INCORPORATED |
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UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS |
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FOR THE YEAR ENDED NOVEMBER 28, 2020 |
Transaction |
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Historical |
Accounting |
||||||||||||
As Reported |
Adjustments |
Pro Forma |
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Sales revenue: |
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Furniture and accessories |
$ | 337,672 | $ | - | $ | 337,672 | |||||||
Logistics |
48,191 | (48,191 | ) |
(e) |
- | ||||||||
Total sales revenue |
385,863 | (48,191 | ) | 337,672 | |||||||||
Cost of furniture and accessories sold |
163,567 | - | 163,567 | ||||||||||
Selling, general and administrative expenses |
176,368 | - | 176,368 | ||||||||||
Cost of logistical services |
46,946 | (46,946 | ) |
(e) |
- | ||||||||
Asset impairment charges |
12,184 | - | 12,184 | ||||||||||
Goodwill impairment charge |
1,971 | - | 1,971 | ||||||||||
Litigation expense |
1,050 | - | 1,050 | ||||||||||
Loss from operations |
(16,223 | ) | (1,245 | ) | (17,468 | ) | |||||||
Interest income |
236 | (4 | ) |
(e) |
232 | ||||||||
Interest expense |
(49 | ) | 49 |
(e) |
- | ||||||||
Other loss, net |
(750 | ) | 9 |
(e) |
(741 | ) | |||||||
Loss before income taxes |
(16,786 | ) | (1,191 | ) | (17,977 | ) | |||||||
Income tax benefit |
(6,365 | ) | (298 | ) |
(g) |
(6,663 | ) | ||||||
Net loss |
$ | (10,421 | ) | $ | (893 | ) | $ | (11,314 | ) | ||||
Net loss per share |
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Basic loss per share |
$ | (1.05 | ) | $ | (0.08 | ) |
(h) |
$ | (1.13 | ) | |||
Diluted loss per share |
$ | (1.05 | ) | $ | (0.08 | ) |
(h) |
$ | (1.13 | ) |
See accompanying Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements.
BASSETT FURNITURE INDUSTRIES, INCORPORATED |
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UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS |
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FOR THE YEAR ENDED NOVEMBER 30, 2019 |
Transaction |
|||||||||||||
Historical |
Accounting |
||||||||||||
As Reported |
Adjustments |
Pro Forma |
|||||||||||
Sales revenue: |
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Furniture and accessories |
$ | 403,865 | $ | - | $ | 403,865 | |||||||
Logistics |
48,222 | (48,222 | ) |
(e) |
- | ||||||||
Total sales revenue |
452,087 | (48,222 | ) | 403,865 | |||||||||
Cost of furniture and accessories sold |
179,244 | - | 179,244 | ||||||||||
Selling, general and administrative expenses excluding new store pre-opening costs |
217,913 | - | 217,913 | ||||||||||
New store pre-opening costs |
1,117 | - | 1,117 | ||||||||||
Cost of logistical services |
46,367 | (46,367 | ) |
(e) |
- | ||||||||
Asset impairment charges |
4,431 | - | 4,431 | ||||||||||
Goodwill impairment charge |
1,926 | - | 1,926 | ||||||||||
Litigation expense |
700 | - | 700 | ||||||||||
Lease exit costs |
149 | - | 149 | ||||||||||
Early retirement program |
835 | - | 835 | ||||||||||
Loss from operations |
(595 | ) | (1,855 | ) | (2,450 | ) | |||||||
Interest income |
568 | (10 | ) |
(e) |
558 | ||||||||
Interest expense |
(6 | ) | - | (6 | ) | ||||||||
Other loss, net |
(1,707 | ) | - | (1,707 | ) | ||||||||
Loss before income taxes |
(1,740 | ) | (1,865 | ) | (3,605 | ) | |||||||
Income tax expense |
188 | (474 | ) |
(g) |
(286 | ) | |||||||
Net income (loss) |
$ | (1,928 | ) | $ | (1,391 | ) | $ | (3,319 | ) | ||||
Net income per share |
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Basic income (loss) per share |
$ | (0.19 | ) | $ | (0.13 | ) |
(h) |
$ | (0.32 | ) | |||
Diluted income (loss) per share |
$ | (0.19 | ) | $ | (0.13 | ) |
(h) |
$ | (0.32 | ) |
See accompanying Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements.
Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements
(a) |
Reflects the receipt of the cash proceeds of $86,939. No adjustment has been made to the sale proceeds to give effect to any potential post-closing adjustments under the terms of the asset purchase agreement. |
(b) |
Reflects the carrying value of all assets of Zenith which would have been sold to J.B. Hunt and all liabilities of Zenith which would have been assumed by J.B. Hunt had the transaction been completed on November 27, 2021. The adjustment to accounts payable is net of estimated transaction costs incurred. |
(c) |
Reflects the changes in tax assets and liabilities which are expected to result from the transaction determined as follows: |
Estimated gain on disposal, net of transaction costs |
$ | 54,512 | ||
Blended effective tax rate |
25 | % | ||
Tax effect of pro forma gain |
13,654 | |||
Payment of deferred taxes associated with Zenith net assets sold |
3,362 | |||
Pro forma taxes payable resulting from transaction |
17,016 | |||
Less historical recoverable income taxes |
(8,379 | ) | ||
Pro forma income taxes payable |
$ | 8,637 |
(d) |
Reflects the estimated gain on disposal of $54,512 less tax effect of $13,654 (see note (c) above). |
(e) |
Reflects the removal of revenues and expenses specific to Zenith, excluding intercompany transactions with Bassett. Such intercompany transactions consist of logistical services provided to Bassett by Zenith at rates which we believe approximate fair market value. |
(f) |
Reflects the estimated gain resulting from the transaction (see note (c) above) as if it had been completed on November 29, 2020 (the first day of fiscal 2021). |
(g) |
Reflects taxes on the pretax income of Zenith at the blended statutory rate of 25%. |
(h) |
Pro forma income (loss) per share was calculated as follows: |
2021 |
2020 |
2019 |
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Numerator: |
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Pro forma net income (loss) |
$ | 57,788 | $ | (11,314 | ) | $ | (3,319 | ) | ||||
Denominator: |
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Denominator for basic income per share - weighted average shares |
9,835,829 | 9,969,616 | 10,285,511 | |||||||||
Effect of dilutive securities |
7,945 | - | - | |||||||||
Denominator for diluted income per share — weighted average shares and assumed conversions |
9,843,774 | 9,969,616 | 10,285,511 | |||||||||
Basic income (loss) per share: |
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Net income (loss) per share — basic |
$ | 5.88 | $ | (1.13 | ) | $ | (0.32 | ) | ||||
Diluted income (loss) per share: |
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Net income (loss) per share — diluted |
$ | 5.87 | $ | (1.13 | ) | $ | (0.32 | ) |
The weighted average shares and effect of dilutive securities shown above are as originally reported for fiscal 2021, 2020 and 2019.
Exhibit 99.2
Bassett Furniture Industries, Inc. | J. Michael Daniel |
P.O. Box 626 | Senior Vice President and |
Bassett, VA 24055 | Chief Financial Officer |
(276) 629-6614 – Investors | |
mdaniel@bassettfurniture.com | |
Peter D. Morrison | |
Vice President of Communications | |
For Immediate Release | (276) 629-6450 – Media |
Bassett Furniture News Release
Bassett Finalizes the Sale of Zenith Assets to J.B. Hunt Transport
(Bassett, Va.) – March 1, 2022 – Bassett Furniture Industries, Inc. (NASDAQ: BSET) announced today that it has completed the sale of substantially all of the assets of Zenith Freight Lines, LLC, a wholly-owned subsidiary of Bassett, to a wholly-owned subsidiary of J.B. Hunt Transport Services, Inc. (NASDAQ: JBHT), one of the largest supply chain solutions providers in North America. As previously announced, the sale price is approximately $87 million subject to a customary post-closing working capital true-up. Bassett and J.B. Hunt have also entered into a long-term agreement whereby J.B. Hunt commits to providing Bassett with the exceptional service Zenith has performed for Bassett for almost 50 years.
“We are excited to have the transaction completed and are ready to move forward with reaping the strategic benefits of partnering with J.B. Hunt to provide our middle-mile transportation and warehousing needs,” said Rob Spilman, Chairman and CEO. “We will provide additional information about our capital allocation strategy following our Board of Directors meeting next week.”
About Bassett Furniture Industries, Inc.
Bassett Furniture Industries, Inc. (NASDAQ:BSET), is a leading manufacturer and marketer of high quality home furnishings. With 96 company- and licensee-owned stores at the time of this release, Bassett has leveraged its 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. Bassett’s retail strategy includes stylish, custom-built furniture that features the latest on-trend furniture styles, free in-home design visits, and coordinated decorating accessories. Bassett also has a traditional wholesale business with more than 700 accounts on the open market, across the United States and internationally and a logistics business specializing in home furnishings. For more information, visit the Company’s website at bassettfurniture.com. (BSET-E)
Certain of the statements in this release, particularly those preceded by, followed by or including the words “believes,” “plans,” “expects,” “anticipates,” “intends,” “should,” “estimates,” or similar expressions, or those relating to or anticipating financial results or changes in operations for periods beyond the end of the fourth fiscal quarter of 2021, constitute “forward looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended. For those statements, Bassett claims the protection of the safe harbor for forward looking statements contained in the Private Securities Litigation Reform Act of 1995. In many cases, Bassett cannot predict what factors would cause actual results to differ materially from those indicated in the forward looking statements. Expectations included in the forward-looking statements are based on preliminary information as well as certain assumptions which management believes to be reasonable at this time. The following important factors affect Bassett and could cause actual results to differ materially from those indicated in the forward looking statements: the effects of national and global economic or other conditions (including, without limitation, the effects on revenue, supply and demand resulting from the duration and extent of the COVID-19 pandemic) and future events on the retail demand for home furnishings and the ability of Bassett’s customers and consumers to obtain credit; the success of marketing, logistics, retail and other initiatives; and the economic, competitive, governmental and other factors identified in Bassett’s filings with the Securities and Exchange Commission. Any forward-looking statement that Bassett makes speaks only as of the date of such statement, and Bassett undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise. Comparisons of results for current and any prior periods are not intended to express any future trends or indication of future performance, unless expressed as such, and should only be viewed as historical data.