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Note 1 - Significant Accounting Policies
12 Months Ended
Dec. 31, 2020
Notes to Financial Statements  
Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies [Text Block]
1.
       
Significant Accounting Policies
 
Organization and Basis of Presentation
HG Holdings, Inc.'s (the “Company”) financial statements are prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”).  
  
On 
March 2, 2018, 
we sold substantially all of our assets (the “Asset Sale”) to Stanley Furniture Company LLC, formerly Churchill Downs LLC (“Buyer”), pursuant to the terms of the Asset Purchase Agreement, dated as of
November 20, 2017, 
as amended by the First Amendment thereto dated 
January 22, 2017 (
the “Asset Purchase Agreement”). As a result of the sale, on
March 2, 2018,
the Company's Board of Directors approved an amendment to the Company's Restated Certificate of Incorporation to change the name of the Company to HG Holdings, Inc. The amendment became effective upon the filing of a Certificate of Amendment with the Secretary of State of the State of Delaware on
March 2, 2018.
 
As a result of the Asset Sale, the Company had and continues to have
no
revenue-generating operations. On
March 19, 2019,
we purchased
300,000
shares of HC Realty's Common Stock (the “HC Common Stock”) for an aggregate purchase price of
$3,000,000
and
200,000
shares of HC Realty's
10.00%
Series B Cumulative Convertible Preferred Stock (the “HC Series B Stock”) for an aggregate purchase price of
$2,000,000.
On
April 3,
April 9,
and
June 29, 2020,
the Company entered into subscription agreements with HC Realty, pursuant to which we purchased
100,000,
250,000,
and
475,000
shares of Series B Stock, respectively, for an aggregate purchase price of
$8,250,000.
As a result of these purchases, we currently own approximately
36.4%
of the as-converted equity interest of HC Realty.
 
Also on
March 19, 2019,
we, together with certain other lenders, including certain entities affiliated with HPCM (collectively, the “Lenders”), entered into a loan agreement (the “Loan Agreement”) with HC Realty's operating partnership, and HCM Agency, LLC, as collateral agent (the “Agent”), pursuant to which the Lenders provided HC Realty's operating partnership with a
$10,500,000
senior secured term loan (the “Initial Term Loan”), of which
$2,000,000
was provided by us. On
August 14, 2020,
pursuant to the terms of the Loan Agreement, HC Realty's operating partnership repaid the loan in full, including all accrued interest and make whole interest.
 
As a result of these investments, our sources of income include dividends on HC Realty Series B Stock and interest paid on cash and subordinated secured promissory notes.  The Company believes that the revenue generating from these sources in addition to the cash on hand is sufficient to fund operating expenses for at least
12
months from the date of these financial statements.  On
June 19, 2020,
the Company raised
$12,675,000,
the maximum gross proceeds possible, through its rights offering (the “Rights Offering”) which concluded on
June 19, 2020.
Pursuant to the Rights Offering, the Company distributed non-transferable rights to purchase
19,500,000
shares of its common stock at a purchase price of
$0.65
per share to stockholders of record as of
May 18, 2020.
As a result of the rights offering, the Company issued
19,500,000
new shares of common stock.  On
June 29, 2020,
the Company used
$4.75
million of the proceeds of the rights offering to purchase additional HC Realty Series B Stock.  The Company intends to use the remaining proceeds of the Rights Offering to provide additional cash for acquisitions, which
may
include purchasing additional HC Series B Stock, HC Common Stock or debt of HC Realty.
 
Cash
We consider all highly liquid investments with a maturity of
three
months or less when purchased to be cash equivalents. 
 
Restricted Cash
Restricted cash includes collateral deposits required under the Company's letter of credit agreement, which expires in
June 2021,
to guarantee the Company's workers compensation insurance policy. The restricted cash balance is expected to mature over the next
six
months. As of
December 31, 2020,
there was
no
outstanding balance on the letter of credit agreement.
 
Concentration of Credit Risk
The Company place its cash and restricted cash with financial institutions and, at times, cash held in depository accounts
may
exceed the Federal Deposit Insurance Corporation insured limit.
 
Interest Income
Interest income is recorded on an accrual basis based on the effective interest rate method and includes the accretion of fair value adjustments/discounts. Fair value adjustments to par value are accreted/amortized into interest income over the life of the respective security using the effective yield method. The amortized cost of investments represents the original cost adjusted for the accretion of fair value adjustments, if any.
 
Other revenues are recognized when contractual obligations are fulfilled or as services are provided.
 
Payment-in-Kind Interest
The Company has subordinated secured notes receivables that
may
contain payment-in-kind (“PIK”) provisions. The PIK interest, computed at the contractual rate specified in the loan agreement, is added to the principal balance of the loan and recorded as interest income.
 
Variable Interest Entities
As a result of both the Asset Sale and the S&L Asset Sale, we have a variable interest in
three
entities that have been determined to be variable interest entities ("VIE"). If we conclude that we are the primary beneficiary of a VIE, we are required to consolidate it. To determine if we are the primary beneficiary, we evaluate whether we have the power to direct the activities that most significantly impact the VIE's economic performance and the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. Our evaluation includes identification of significant activities and an assessment of our ability to direct those activities based on governance provisions and arrangements to provide or receive product and process technology, product supply, operations services, equity funding, financing, and other applicable agreements and circumstances. Our assessments of whether we are the primary beneficiary of our VIE requires significant assumptions and judgments. We have concluded that we are
not
the primary beneficiary of the
three
VIEs as we do
not
have the power to direct the activities that most significantly impact the VIEs' economic performance and therefore are
not
required to consolidate these entities.
 
Subordinated
Note
s
Receivable
In accordance with ASC
810
-
40
-
5,
upon the sale of substantially all of the assets the Company recorded a gain on the deconsolidation of a group of assets based on the difference between the fair value of the consideration received and the carrying amount of the group of assets. As the Original Note was part of the consideration received, the Company recorded the Original Note at its fair value on
March 2, 2018.
The fair value of the Original Note was estimated using discounted cash flow analyses, using market rates at the acquisition date that reflect the credit and inherent rate-risk inherent in the Original Note. The discount resulting from the fair value adjustment was recorded as a direct reduction to the original principal balance and amortized to interest income using the effective interest method. As of the date of the assignment and transfer from the Buyer to S&L, it was determined that the Original Note was extinguished and therefore both the A&R Note and the S&L Note were measured based on their fair value in accordance with Emerging Issues Task Force (EITF) –
Creditors Accounting for Modification or Exchange of Debt Instruments.
  The discounts resulting from the fair value adjustments for the A&R Note and the S&L Note were recorded as a direct reduction to the original principal balance and amortized to interest income using the effective interest method.  When impairment is determined to be probable, the measurement will be based on the fair value of the collateral securing the notes.  The determination of impairment involves management's judgment and the use of market and
third
-party estimates regarding collateral values.  During
2020
management determined that S&L Note was other than temporarily impaired and recorded an impairment loss of
$833,000.
 
Property, Plant and Equipment
Depreciation of property, plant and equipment is computed using the straight-line method based upon the estimated useful lives. Depreciation expense is charged to general and administrative expenses. Gains and losses related to dispositions and retirements are included in income. Maintenance and repairs are charged to expense as incurred; renewals and betterments are capitalized. Assets are reviewed for possible impairment when events indicate that the carrying amount of an asset
may
not
be recoverable. Assumptions and estimates used in the evaluation of impairment
may
affect the carrying value of property, plant and equipment, which could result in impairment charges in future periods. Our depreciation policy reflects judgments on the estimated useful lives of assets. Our long-lived assets were tested for impairment at
December 31, 2020
and determined that the long-lived assets were
not
impaired.
 
Equity Investments
Long-term investments consist of investments in equity securities where our ownership is less than
50%
and the Company has the ability to exercise significant influence, but
not
control, over the investee.  These investments are classified in “Investment in affiliate” on the balance sheets.  Investments accounted for under the equity method of accounting are initially recorded at cost and subsequently increases or decreases the investment by its proportionate share of the net income or loss and other comprehensive income or loss of the investee. For investments that do
not
have a readily determinable fair value, the Company made an accounting policy election for a measurement alternative.   Upon adoption of ASU
2016
-
01,
the Company carries these investments at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transaction for the identical or a similar investment of the same issuer. The Company reviews its equity securities without readily determinable fair values on a regular basis to determine if the investment is impaired. For purposes of this assessment, the Company considers the investee's cash position, liquidity, earnings and revenue outlook, equity position, and ownership, among other factors, in its review.  If management's assessment indicates that an impairment exists, the Company estimates the fair value of the equity investment and recognizes in current earnings an impairment loss that is equal to the difference between the fair value of the equity investment and its carrying amount.
 
Income Taxes
Deferred income taxes are determined based on the difference between the financial statement and income tax bases of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse.  Deferred tax expense represents the change in the deferred tax asset/liability balance. Income tax credits are reported as a reduction of income tax expense in the year in which the credits are generated.  A valuation allowance is recorded when it is more likely than
not
that a deferred tax asset will
not
be realized.  Interest and penalties on uncertain tax positions are recorded as income tax expense.
 
Fair Value of Financial Instruments
Accounting for fair value measurements requires disclosure of the level within the fair value hierarchy in which fair value measurements in their entirety fall, segregating fair value measurements using quoted prices in active markets for identical assets or liabilities (Level
1
), significant other observable inputs (Level
2
), and significant unobservable inputs (Level
3
). The fair value of receivables and payables approximate the carrying amount because of the short maturity of these instruments.
 
Earnings per Common Share
Basic earnings per share is computed based on the weighted average number of common shares outstanding. Diluted earnings per share includes any dilutive effect of outstanding stock options and restricted stock calculated using the treasury stock method.
 
Stock-Based Compensation
We record share-based payment awards at fair value on the grant date of the awards, based on the estimated number of awards that are expected to vest, over the vesting period. The fair value of stock options was determined using the Black-Scholes option-pricing model. The fair value of the restricted stock awards was based on the closing price of the Company's common stock on the date of the grant. For awards with performance conditions, we recognize compensation cost over the expected period to achieve the performance conditions, provided achievement of the performance conditions are deemed probable.
 
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes.  Changes in such estimates
may
affect amounts reported in future periods.
 
New Accounting Pronouncements
 
In
June 2016,
the Financial Accounting Standards Board (“FASB”) issued ASU
2016
-
13,
Financial Instruments – Credit Losses (Topic
326
): Measurement of Credit Losses on Financial Instruments
(“ASU
2016
-
13”
).  The amendments in ASU
2016
-
13
require the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts.  In addition, ASU
2016
-
13
amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration.  The amendment is effective for public entities for annual reporting periods beginning after
December 15, 2022,
however early application is permitted for reporting periods beginning after
December 15, 2018. 
The Company does
not
anticipate the adoption of ASU
2016
-
13
to have a material impact to the financial statements.