(Full title of the plan and the address of the plan, if different from that of the issuer named below)
(Name of issuer of the securities held pursuant to the plan and the address of its principal executive office)
Notes to Financial Statements
December 31, 2016 and 2015
The following description of The Nebraska
Furniture Mart, Inc. Profit Sharing Plan (the Plan) provides only general information. Participants should refer to the Plan document for a more complete description of the Plans provisions.
The Plan is a defined contribution profit-sharing
plan covering all employees, as defined in the Plan document, as of the start date of the employee. The employees covered under the Plan include those employed by Nebraska Furniture Mart, Inc., Floors, Inc., Nebraska Furniture Mart of Kansas, Inc.,
and TXFM, Inc. (collectively the Company or Employer). The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).
Each year, participants may contribute up to
50% of their eligible compensation, as defined by the Plan document. Contributions are subject to certain dollar limitations, as imposed by the Internal Revenue Code (IRC). Participants also may rollover amounts representing distributions from other
qualified plans. Participants who have attained age 50 before the end of the Plan year are eligible to make
catch-up
contributions. Participants direct the investment of employee and Employer contributions
into various investment options offered by the Plan.
Once an employee has completed one year of service with
1,000 or more hours of work during the year and attained the age of 21, they are eligible for discretionary matching contributions (Matching Contributions) starting the first of the following month. During 2016 and 2015, the Company made Matching
Contributions equal to 50% of the first 6% of the employees contributions, up to 3% of the employees eligible compensation. In addition, the Company may make additional profit sharing contributions (Profit Sharing Contributions), subject
to limitations established by the IRC. No additional profit sharing contributions were made for the years ended December 31, 2016 and 2015.
Each participants account is
credited with the participants contribution and allocations of (a) the Companys contributions and (b) Plan earnings, and charged with an allocation of administrative expenses. Allocations are based on participant earnings or
account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participants vested account.
Participants are fully vested in their contributions
plus any income or loss thereon. Matching and Profit Sharing Contributions become fully vested according to the following schedule:
|
|
|
Periods of Service
|
|
Vested Percentage
|
Less than two
|
|
0%
|
Two
|
|
20%
|
Three
|
|
40%
|
Four
|
|
60%
|
Five
|
|
80%
|
Six
|
|
100%
|
In the event of disability or death, the participant will become fully vested.
5
The Nebraska Furniture Mart, Inc. Profit Sharing Plan
Notes to Financial Statements
December 31, 2016 and 2015
|
(1)
|
Description of Plan continued
|
|
E.
|
Notes Receivable from Participants
|
Participants may borrow
from their accounts a minimum of $1,000 up to a maximum of 50% of their vested account balance relating to participants contributions and rollovers under the Plan, or a maximum of $50,000. The notes are secured by the participants
account balance in the participants account and bear interest rates which are equal to the Prime Rate plus 1%. Principal and interest are paid ratably through biweekly payroll deductions over a period not to exceed five years, unless the
purpose of the loan is to acquire or construct the primary residence of the participant, in which case the repayment period shall not exceed ten years. Effective September 1, 2016, the Plan will only offer general purpose loans not to exceed a
five-year term. As of December 31, 2016 and 2015, interest rates ranged from 4.25% to 9.25%. As of December 31, 2016, and 2015, notes receivable from participants mature between February 2017 and August 2026, and January 2016 and December
2025, respectively.
If the participants vested account
balance exceeds $1,000 and he or she is terminated due to death, disability or retirement, a participant may elect to receive either a lump sum amount equal to the value of the participants vested interest in his or her account or monthly or
other periodical installments by Vanguard Fiduciary Trust Company in approximate equal amounts over the life expectancy of the participant or of the participant and his or her designated beneficiary. For termination of service due to other reasons,
a participant may receive the value of the vested interest in his or her account as a
lump-sum
distribution. If the participants account balance is less than $1,000, the Plan can automatically cash out
the account at the participants termination in the form of a
lump-sum
distribution.
Participants leaving employment with the
Company before becoming fully vested forfeit their
non-vested
interest in the Matching Contributions and Profit Sharing Contributions. These forfeitures are used to pay expenses and to reduce the
Companys current or future contributions under the Plan. At December 31, 2016 and 2015, forfeited
non-vested
accounts totaled $193,000, and $84,000, respectively. During the years ended
December 31, 2016 and 2015, the Company used approximately $63,000 and $80,000, of forfeitures to pay Plan expenses, respectively.
Each participant is entitled to exercise voting
rights attributable to the shares of Berkshires Class B common stock fund allocated to the participants account.
|
(2)
|
Summary of Significant Accounting Policies
|
The following
accounting policies, which conform with generally accepted in the United States of America (U.S. GAAP) and with the requirements of ERISA, have been used consistently in the preparation of the Plans financial statements.
The accompanying financial statements have been prepared
on the accrual basis of accounting.
6
The Nebraska Furniture Mart, Inc. Profit Sharing Plan
Notes to Financial Statements
December 31, 2016 and 2015
|
(2)
|
Summary of Significant Accounting Policies continued
|
The preparation of financial statements
requires management to make estimates and assumptions that affect the reported amounts of net assets available for benefits and changes therein and disclosure of contingent assets and liabilities. Actual results could differ from those estimates.
|
C.
|
Investment Valuation and Income Recognition
|
The Plans
investments are stated at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. See Note 3 for discussion of fair
value measurements.
Purchases and sales of securities are recorded on a trade-date basis. Interest income is
recorded on the accrual basis. Dividends are recorded on the
ex-dividend
date. Net appreciation includes the Plans gains and losses on investments bought and sold as well as held during the year.
Benefits are recorded when paid.
|
E.
|
Administrative Expenses
|
Administrative fees and expenses of
the Plan may be paid out of the Plan assets unless paid by the Company. Certain administrative fees are paid by the Company and are not reflected in the accompanying financial statements.
|
F.
|
Notes Receivable from Participants
|
Notes receivable from
participants are measured at their unpaid principal balance plus any accrued but unpaid interest. Delinquent notes receivable from participants are recorded as a distribution based upon the terms of the Plan document.
|
(3)
|
Fair Value Measurements
|
Various inputs are used to determine
the fair value of the Plans investments. These inputs are summarized in three broad levels described below:
|
Level 1
|
Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Plan has the ability to access.
|
|
|
Level 2
|
Inputs to the valuation methodology include:
|
|
|
●
|
|
Quoted prices for similar assets or liabilities in active markets;
|
|
|
●
|
|
Quoted prices for identical or similar assets or liabilities in inactive markets;
|
|
|
●
|
|
Inputs other than quoted prices that are observable for the asset or liability;
|
|
|
●
|
|
Inputs that are derived principally from or corroborated by observable market data by correlation or other means.
|
|
If the asset or liability has a specified (contractual) term, the Level 2 input must be
observable for substantially the full term of the asset or liability.
|
Level 3
|
Inputs to the valuation methodology are unobservable and significant to the fair value measurement.
|
|
7
The Nebraska Furniture Mart, Inc. Profit Sharing Plan
Notes to Financial Statements
December 31, 2016 and 2015
|
(3)
|
Fair Value Measurements continued
|
The assets or liabilitys fair value measurement level
within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.
Following is a description of the valuation methodologies used for assets measured at fair value. There have been no
changes in the methodologies used at December 31, 2016 or 2015.
Mutual Funds:
Valued at fair value as
determined by quoted market prices, which represents the net asset value of shares held by the Plan at year end.
Money Market
Funds:
Money market funds are valued based on the short-term cash component as of the measurement date and classified within Level 2 of the valuation hierarchy as they are not publicly traded.
Berkshire Hathaway Class
B Common Stock Fund:
The Berkshire Hathaway Class B Common Stock Fund is
valued using a quoted active market price which is considered a Level 1 input.
The methods described above
may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Plan believes its valuation methods are appropriate and consistent with other market participants,
the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.
The following table sets forth by level, within the fair value hierarchy, the Plans investments at fair value as
of December 31, 2016 and 2015. The Plan has no assets classified within Level 3 of the valuation hierarchy.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2016
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
|
|
|
|
|
Money market fund
|
|
$
|
-
|
|
|
$
|
3,930,293
|
|
|
$
|
-
|
|
|
$
|
3,930,293
|
|
|
|
|
|
|
Berkshire Hathaway Class B Common Stock Fund
|
|
|
1,055,164
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1,055,164
|
|
|
|
|
|
|
Mutual funds
|
|
|
158,753,923
|
|
|
|
-
|
|
|
|
-
|
|
|
|
158,753,923
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investments at fair value
|
|
$
|
159,809,087
|
|
|
$
|
3,930,293
|
|
|
$
|
-
|
|
|
$
|
163,739,380
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2015
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
|
|
|
|
|
Money market fund
|
|
$
|
-
|
|
|
$
|
3,656,064
|
|
|
$
|
-
|
|
|
$
|
3,656,064
|
|
|
|
|
|
|
Berkshire Hathaway Class B Common Stock Fund
|
|
|
578,369
|
|
|
|
-
|
|
|
|
-
|
|
|
|
578,369
|
|
|
|
|
|
|
Mutual funds
|
|
|
140,425,617
|
|
|
|
-
|
|
|
|
-
|
|
|
|
140,425,617
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investments at fair value
|
|
$
|
141,003,986
|
|
|
$
|
3,656,064
|
|
|
$
|
-
|
|
|
$
|
144,660,050
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8
The Nebraska Furniture Mart, Inc. Profit Sharing Plan
Notes to Financial Statements
December 31, 2016 and 2015
Although it has not expressed any intent to
do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants would become 100% vested in their entire
account.
The Plan has adopted a prototype plan. The
prototype plan has received an opinion letter from the Internal Revenue Service (IRS) dated May 28, 2014 as to the prototype plans qualified status. The prototype plan opinion letter has been relied upon by this Plan. Although the Plan
has amended the prototype plan document, the plan administrator believes the Plan is designed and is being operated in compliance with the applicable provisions of the IRC.
U.S. GAAP requires management to evaluate tax positions taken by the Plan and recognize a tax liability (or asset) if
the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the IRS. The Plan administrator has analyzed the tax positions taken by the Plan and has concluded that as of December 31, 2016, there
are no uncertain positions taken or expected to be taken that would require recognition of a liability (or asset) or disclosure in the financial statements. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently
no audits for any tax periods in progress.
|
(6)
|
Risks and Uncertainties
|
The Plan invests in various marketable
securities. Marketable securities are exposed to various risks, such as interest rate, market and credit. Due to the level of risk associated with certain marketable securities and the level of uncertainty related to changes in the value of
marketable securities, it is at least reasonably possible that changes in values of marketable securities in the near term would materially affect participants account balances and the amounts reported in the statements of net assets available
for benefits and the statement of changes in net assets available for benefits.
|
(7)
|
Party-in-Interest
Transactions
|
The Plan invests in shares of mutual funds managed by an affiliate of Vanguard Fiduciary Trust Company. Vanguard
Fiduciary Trust Company is the trustee for the Plan and, therefore, these transactions qualify as
party-in-interest
transactions which are exempt from the prohibited
transaction rules. Additionally, the Plan has a number of service providers which qualify as
parties-in-interest.
Fees paid by the Plan to
parties-in-interest
amounted to approximately $320,000 and $228,000 for the years ended December 31, 2016 and 2015, respectively.
The Plan also invests in the Class B common stock fund of Berkshire Hathaway. The Trustee recorded purchases of
approximately $393,000 and $461,000 of Berkshire Class B common stock fund during the year ended December 31, 2016 and 2015, respectively. The Plan had approximately $89,000 and $76,000 of sales of the Berkshire Class B common stock
fund during the year ended December 31, 2016 and 2015 respectively.
9
The Nebraska Furniture Mart, Inc. Profit Sharing Plan
Notes to Financial Statements
December 31, 2016 and 2015
|
(8)
|
Reconciliation of Financial Statements to Form 5500
|
The following is a
reconciliation of net assets available for benefits per the financial statements at December 31, 2016 and 2015, to Form 5500:
|
|
|
|
|
|
|
|
|
|
|
|
|
2016
|
|
|
2015
|
|
|
|
Net assets available for benefits per
the financial statements
|
|
$
|
165,146,662
|
|
|
$
|
145,580,770
|
|
|
Delinquent loans reported as
distributions for tax purposes and as Plan assets for financial reporting purposes
|
|
|
(3,122)
|
|
|
|
(4,287)
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets available for benefits per
the Form 5500
|
|
$
|
165,143,540
|
|
|
$
|
145,576,483
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2016
|
|
|
2015
|
|
|
Changes in assets available for
benefits per the financial statements
|
|
$
|
19,565,892
|
|
|
$
|
5,236,351
|
|
|
Change in delinquent loans reported as
distributions for tax purposes and as Plan assets for financial reporting purposes
|
|
|
1,165
|
|
|
|
(464)
|
|
|
|
|
|
|
|
|
|
|
|
|
Changes in assets available for
benefits per the Form 5500
|
|
$
|
19,567,057
|
|
|
$
|
5,235,887
|
|
|
|
|
|
|
|
|
|
|
|
|
10