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HG Holdings, Inc. – ‘8-K’ for 3/16/20

On:  Tuesday, 3/17/20, at 7:00am ET   ·   For:  3/16/20   ·   Accession #:  1437749-20-5386   ·   File #:  1-34964

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/17/20  HG Holdings, Inc.                 8-K:8       3/16/20    1:28K                                    RDG Filings/FA

Current Report   —   Form 8-K   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     18K 


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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 8-K 

 


 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 16, 2020

 


HG Holdings, Inc.

(Exact name of registrant as specified in its charter)

 


 

 

Delaware

No. 0-14938

 54-1272589

(State or other jurisdiction

of incorporation)

(Commission File Number)

 (IRS Employer

Identification No.)

 

 

 

2115 E. 7th Street, Suite 101

Charlotte, North Carolina

 

28204

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (252) 355-4610

 

Not Applicable


(Former name or address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading Symbol(s)

Name of each exchange on which

registered

None

N/A

N/A

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

 

Emerging growth company. ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 8.01.

Other Events.

 

As previously reported, on October 31, 2019, HG Holdings, Inc. (the “Company”) entered into a Forbearance Agreement (the “Forbearance Agreement”) with Stanley Furniture Company LLC (the “Borrower”) and certain affiliates (together with the Borrower, the “Loan Parties”) pursuant to which the Company agreed, subject to certain conditions, to forbear until February 24, 2020 from exercising its rights and remedies under the Second Amended and Restated Subordinated Security Promissory Note, dated as of February 7, 2019 (“Second A&R Note”) issued by the Borrower to the Company.

 

On February 24, 2020, the Company and the Loan Parties entered into a letter agreement (the “Forbearance Extension Letter Agreement”) extending the outside termination date for the forbearance period under the Forbearance Agreement from February 24, 2020 to February 26, 2020.  The other terms and conditions of the Forbearance Agreement remain the same. The forbearance period terminated on February 26, 2020 under the terms of Forbearance Extension Letter Agreement and Forbearance Agreement.

 

On February 28, 2020 and March 3, 2020, the Company received prepayments of $200,000 and $350,000, respectively, of the principal amount on the Second A&R Note from the Borrower.

 

On March 6, 2020, the Company and the Loan Parties entered into a letter agreement (the “Second Forbearance Extension Letter Agreement”) extending, subject to certain conditions, the outside termination date from February 26, 2020 to March 17, 2020. The extension of the outside termination and the effectiveness of the Second Forbearance Extension Letter Agreement is conditioned on Borrower making payments to be applied to the outstanding principal balance of the Second A&R Note of $250,000 on or before March 12, 2020 and $750,000 on or before March 13, 2020. The Second Forbearance Extension Letter Agreement also requires the Borrower to make an additional $391,969.82 payment on or before March 17, 2020 which will be applied to the outstanding principal balance of the Second A&R Note. The other terms and conditions of the Forbearance Agreement remain the same.

 

On March 12 and 13, 2020, the Company received payments from Borrower of $250,000 and $750,000, respectively, pursuant to the Second Forbearance Extension Letter Agreement which payments were applied to the outstanding principal amount of the Second A&R Note.

 

On March 16, 2020, the Company received payment of $392,000 from the Borrower resulting in satisfaction in full of the Second A&R Note pursuant to the terms of the Forbearance Agreement as amended.

 

As previously reported, the Company recorded an impairment loss of $0.9 million on the Second A&R Note in the second quarter of 2019. As of December 31, 2019, the outstanding principal amount of the Second A&R Note was $2.6 million and its carrying value was $0.7 million. As a result of the payments received from Borrower in January, February, and March of 2020 on the Second A&R Note, the Company expects to record a gain of $1.3 million on the payoff of the Second A&R Note during the quarter ending March 31, 2020.

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

HG HOLDINGS, INC

 

     

 

 

 

 

Date: March 17, 2020

By:

/s/ Bradley G. Garner

 

 

 

Bradley G. Garner

 

 

 

Principal Financial and Accounting Officer

 

 


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing    Date    Other Filings
3/31/20
Filed on:3/17/20
For Period end:3/16/20
3/13/2010-K
3/12/208-K
3/6/208-K
3/3/204
2/28/208-K
2/26/20
2/24/208-K
12/31/1910-K
10/31/194,  8-K
2/7/198-K
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