<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1 to
Annual Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the fiscal year ended December 31, 1993
Commission file number 33-44285
HAVERTY FURNITURE COMPANIES, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
GEORGIA 58-0281900
- - -------------------------------- -------------------
(State or other jurisdication of (I.R.S. Employer
incorporation or organization) Identification No.)
866 West Peachtree Street, N.W., Atlanta, Georgia 30308
- - ------------------------------------------------- ----------
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (404) 881-1911
--------------
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
None None
------------------- -------------------------
Securities registered pursuant to Section 12(g) of the Act:
Common Stock $1.00 par value
-----------------------------
(Title of class)
<PAGE> 2
The undersigned Registrant hereby amends the following items,
financial statements, exhibits or other portions of its Annual Report on Form
10-K for the year ending December 31, 1993, as set forth below:
Part IV, Item 14(a)(3) of the above-referenced Form 10-K is
amended to include as Exhibit 99 the information required by
Form 11-K with respect to the Haverty Furniture Companies,
Inc. Thrift Plan (the "Plan"), which exhibit is filed as part
of the above-referenced Form 10-K in lieu of a separate filing
of an annual report on Form 11-K for the Plan for the fiscal
year ended December 31, 1993, in accordance with Rule 15d-21.
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this amendment to be signed on its behalf by the
undersigned thereunto duly authorized.
HAVERTY FURNITURE COMPANIES, INC.
By /s/ Dennis L. Fink
-----------------------------
Dennis L. Fink
Senior Vice President and
Chief Financial Officer
(principal financial officer)
Date: June 29, 1994
<PAGE> 1
EXHIBIT 99
Information required by Form 11-K with respect to the
Haverty Furniture Companies, Inc. Thrift Plan
For the Fiscal Year Ended December 31, 1993
(a) The following financial statements are
furnished for the above-referenced Plan:
Report of Independent Auditors;
Statements of Net Assets Available for Plan Benefits
December 31, 1993 and 1992;
Statements of Changes in Net Assets Available for
Plan Benefits for the Years Ended December 31,
1993 and 1992;
Notes to Financial Statements;
Schedule I - Schedule of Assets Held for Investment; and
Schedule II - Transactions or Series of Transactions in
Excess of 5% of the Fair Value of Plan Assets;
(b) Exhibits:
Consent of Independent Auditors
<PAGE> 2
AUDITED FINANCIAL STATEMENTS
AND SUPPLEMENTAL SCHEDULES
HAVERTY FURNITURE COMPANIES, INC.
THRIFT PLAN
Years ended December 31, 1993 and 1992
with Report of Independent Auditors
<PAGE> 3
Haverty Furniture Companies, Inc.
Thrift Plan
AUDITED FINANCIAL STATEMENTS
AND SUPPLEMENTAL SCHEDULES
Years ended December 31, 1993 and 1992
CONTENTS
<TABLE>
<S> <C>
Report of Independent Auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Audited Financial Statements
Statements of Net Assets Available for Plan Benefits . . . . . . . . . . . . . . . . . . . . . . . 2
Statements of Changes in Net Assets Available for Plan Benefits . . . . . . . . . . . . . . . . . . 3
Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Supplemental Schedules
Schedule I - Assets Held for Investment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Schedule II - Transactions or Series of Transactions in Excess of
5% of the Fair Value of Plan Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
</TABLE>
<PAGE> 4
Report of Independent Auditors
Employee Benefits Committee of
Haverty Furniture Companies, Inc.
We have audited the accompanying statements of net assets available for plan
benefits of the Haverty Furniture Companies, Inc. Thrift Plan as of December
31, 1993 and 1992, and the related statements of changes in net assets
available for benefits for the years then ended. These financial statements
are the responsibility of the Plan's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. These standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of the Plan
at December 31, 1993 and 1992, and the changes in its net assets available for
plan benefits for the years then ended, in conformity with generally accepted
accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplemental schedules
of Assets Held for Investment as of December 31, 1993, and Transactions or
Series of Transactions in Excess of 5 Percent of the Fair Value of Plan Assets
for the year then ended, are presented for purposes of complying with the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974, and are not a required
part of the basic financial statements. The supplemental schedules have been
subjected to the auditing procedures applied in our audit of the 1993 financial
statements and, in our opinion, are fairly stated in all material respects in
relation to the 1993 basic financial statements taken as a whole.
June 23, 1994
1
<PAGE> 5
Haverty Furniture Companies, Inc.
Thrift Plan
Statements of Net Assets Available for Plan Benefits
<TABLE>
<CAPTION>
DECEMBER 31
1993 1992
--------------------------------
<S> <C> <C>
ASSETS
Cash $10,113,558 $ 158,452
Dividends and interest receivable 7,796 25,340
Contributions receivable 464,025 -
Investments, at fair value:
Bank South Temporary Investment Fund 2,848,103 2,790,596
Bank South Fixed Income Fund for Tax Exempt
Trusts - 2,799,140
Bank South Equity Fund for Tax Exempt Trusts - 4,553,787
U.S. Treasury Notes - 532,281
Common Stock 817,770 493,179
--------------------------------
Net assets available for plan benefits $14,251,252 $11,352,775
================================
</TABLE>
See accompanying notes.
2
<PAGE> 6
Haverty Furniture Companies, Inc.
Thrift Plan
Statements of Changes in Net Assets Available for Plan Benefits
Years ended December 31, 1993 and 1992
<TABLE>
<CAPTION>
1993 1992
----------------------------
<S> <C> <C>
Additions to net assets attributed to:
Contributions:
Employer $ 603,362 $ 484,443
Employee 2,336,462 1,572,790
Rollover from the Haverty ESOP Plan - 264,627
----------------------------
2,939,824 2,321,860
Net realized and unrealized appreciation in fair
value of investments 1,015,913 684,441
Investment income 135,767 225,100
----------------------------
4,091,504 3,231,401
Deductions from net assets attributed to:
Benefit payments 1,165,113 1,736,792
Forfeitures 13,115 11,213
Other 14,799 13,531
----------------------------
Net increase 2,898,477 1,469,865
Net assets available for plan benefits at beginning
of year 11,352,775 9,882,910
----------------------------
Net assets available for plan benefits at end of year $14,251,252 $11,352,775
============================
</TABLE>
See accompanying notes.
3
<PAGE> 7
Haverty Furniture Companies, Inc.
Thrift Plan
Notes to Financial Statements
December 31, 1993
1. SIGNIFICANT ACCOUNTING POLICIES
VALUATION OF INVESTMENTS
The Plan's investments are stated at aggregate fair value. Fair values of
investments in Bank South common trust funds are based on the fair values of
the underlying securities. Securities traded on a national securities exchange
are valued at the last reported sales price on the last business day of the
year. Purchases and sales of investments are recorded on a trade-date basis.
2. DESCRIPTION OF THE PLAN
The Plan is a "qualified cash or deferred arrangement" plan under Section
401(k) of the Internal Revenue Code. Such an employee benefit plan is
generally known as a 401(k) plan.
Any employee of the Company who attains 21 years of age, completes one year of
eligibility service and who is not a member of a collective bargaining unit
(unless there is a written agreement providing for this participation) can
become a participant in the Plan. Participation is voluntary and eligible
employees may elect to defer up to 10% of their compensation through payroll
deductions, subject to statutory limitations. The Company matches employee
contributions at the rate of 50% for all contributions up to and including 2%,
and 25% for all contributions between 3% and 6% of each participant's annual
compensation. All contributions are remitted to the Plan monthly.
The Plan is comprised of five separate funds, each with different investment
strategies. The Money Market fund invests in temporary cash investments. The
Bond Fund invests in fixed income common trust instruments and U.S. Government
securities. The Equity fund invests in equity common trust instruments. The
Haverty's Stock fund invests in Haverty's Common Stock. The Balanced Fund
invests in both equity securities and fixed-rate instruments such as bonds and
short-term investments. Participants may elect to invest their contributions
in increments of 10% in various funds. Matching employer
4
<PAGE> 8
Haverty Furniture Companies, Inc.
Thrift Plan
Notes to Financial Statements (continued)
2. DESCRIPTION OF THE PLAN (CONTINUED)
contributions are invested in the same way as the employee's contributions on
which they are based. Earnings of the plan are allocated to participants based
on account holdings at the beginning of the quarter plus one third of
contributions made in that quarter. All administrative expenses are paid by
the Plan sponsor.
Amounts credited to a participant's employee account (contributions and
earnings) are fully vested at all times. These accounts totaled $11,141,576
and $9,252,668 at December 31, 1993 and 1992, respectively. Amounts credited
to a participant's employer account vest based on the number of years of
service with the Company, including any years of service when the participant
was eligible and did not participate in the Plan. The vesting schedule is as
follows:
NUMBER OF YEARS PERCENTAGE OF
OF SERVICE VESTING
------------------------------------------------------
Less than 2 years 0%
2 years 40%
3 years 60%
4 years 80%
5 years 100%
All amounts credited to a participant's employee and employer accounts are
distributed with no forfeiture upon termination of employment for the following
reasons: participant's death, total disability or retirement, or a
participant's completion of five or more years of service. Forfeitures of
employer contributions are used to offset employer matching contributions for
the same and/or future plan year.
Further information about the Plan Agreement is contained in the Summary Plan
Description "Your 401(k) Thrift Plan". Copies of this booklet are available at
the Company's Human Resources office.
5
<PAGE> 9
Haverty Furniture Companies, Inc.
Thrift Plan
Notes to Financial Statements (continued)
3. INCOME TAX STATUS
The Internal Revenue Service has ruled that the Plan qualifies under Section
401(a) of the Internal Revenue Code (IRC) and, the Trust established thereunder
is exempt from tax under IRC Section 501(a). Once qualified, the Plan and
Trust are required to operate in conformity with the IRC to maintain their
qualification. The Employee Benefits Committee (which is the administrator of
the Plan) is not aware of any course of action or series of events that have
occurred that might adversely affect the Plan's or the Trust's qualified
status.
4. INVESTMENTS
The Plan's assets are held by Bank South, N.A., trustee of the Plan.
Subsequent to December 31, 1993, the Plan's trustee was changed to Trust
Company Bank.
Net realized and unrealized appreciation (depreciation) of the Plan's
investments are as follows for 1993 and 1992:
1993 1992
--------------------------
Bank South Fixed Income Fund $ 263,360 $178,842
Bank South Equity Income Fund 518,227 357,286
U.S. Treasury Notes (8,966) (15,207)
Common Stock 243,292 163,520
--------------------------
$1,015,913 $684,441
==========================
5. INVESTMENT FUND ACTIVITY
The activity in the Plan's funds (excluding contributions receivable) during
the years ended December 31, 1993 and 1992 was as follows:
6
<PAGE> 10
Haverty Furniture Companies, Inc.
Thrift Plan
Notes to Financial Statements (continued)
5. INVESTMENT FUND ACTIVITY (CONTINUED)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1993
--------------------------------------------------------------------
MONEY BOND BALANCED EQUITY
MARKET FUND FUND FUND FUND
--------------------------------------------------------------------
<S> <C> <C> <C> <C>
Additions to net assets attributed to:
Contributions:
Employer $ 55,283 $ 58,635 $ 226,670 $ 135,455
Employee 227,373 252,175 869,953 518,654
-------------------------------------------------------------------
282,656 310,810 1,096,623 654,109
Investment income 65,240 9,031 44,571 5,053
-------------------------------------------------------------------
347,896 319,841 1,141,194 659,162
Deductions from net assets attributed to:
Benefit payments 262,988 85,376 347,636 415,168
Forfeitures 3,223 1,333 4,828 3,294
Other 2,468 1,623 6,582 3,422
Net transfers (423,666) 236,385 (84,010) 293,798
Net realized and unrealized appreciation in fair
value of investments - 105,744 403,200 263,678
-------------------------------------------------------------------
Net increase (decrease) (344,449) 573,638 1,101,338 794,754
Net assets by investment option at beginning of year 2,489,705 1,067,773 4,919,766 2,359,893
-------------------------------------------------------------------
Net assets by investment option at end of year $2,145,256 $1,641,411 $6,021,104 $3,154,647
===================================================================
</TABLE>
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1993
-----------------------------
COMPANY STOCK
FUND TOTAL
-----------------------------
<S> <C> <C>
Additions to net assets attributed to:
Contributions:
Employer $ 22,615 $ 498,658
Employee 108,986 1,977,141
-----------------------------
131,601 2,475,799
Investment income 11,872 135,767
-----------------------------
143,473 2,611,566
Deductions from net assets attributed to:
Benefit payments 53,945 1,165,113
Forfeitures 437 13,115
Other 704 14,799
Net transfers (22,507) -
Net realized and unrealized appreciation in fair
value of investments 243,291 1,015,913
-----------------------------
Net increase (decrease) 309,171 2,434,452
Net assets by investment option at beginning of year 515,638 11,352,775
-----------------------------
Net assets by investment option at end of year $824,809 $13,787,227
=============================
</TABLE>
7
<PAGE> 11
Haverty Furniture Companies, Inc.
Thrift Plan
Notes to Financial Statements (continued)
5. INVESTMENT FUND ACTIVITY (CONTINUED)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1992
-------------------------------------------------------------------------------------
FIXED INCOME MONEY MARKET BOND BALANCED EQUITY
FUND FUND FUND FUND FUND
-------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Contributions:
Employer $ - $ 65,979 $ 60,482 $ 213,233 $ 126,233
Employee - 222,959 143,078 722,857 424,581
Rollover from the Haverty ESOP
Plan - 22,410 35,665 101,568 59,816
-------------------------------------------------------------------------------------
- 311,348 239,225 1,037,658 610,630
Investment income - 86,020 28,567 99,881 2,863
-------------------------------------------------------------------------------------
- 397,368 267,792 1,137,539 613,493
Deductions from net assets attributed to:
Benefit payments 112,779 407,594 135,252 830,827 236,607
Forfeitures 4,355 2,109 - 4,749 -
Other - 2,862 1,201 6,072 2,976
Net transfers (4,296,318) 2,504,902 880,195 (1,120,810) 1,815,096
Net realized and unrealized appreciation
(depreciation) in fair value of
investments (13,695) - 56,239 288,922 170,887
-------------------------------------------------------------------------------------
Net increase (decrease) (4,427,147) 2,489,705 1,067,773 (535,997) 2,359,893
Net assets by investment option at
beginning of year 4,427,147 - - 5,455,763 -
-------------------------------------------------------------------------------------
Net assets by investment option at end
of year $ - $2,489,705 $1,067,773 $ 4,919,766 $ 2,359,893
=====================================================================================
<CAPTION>
YEAR ENDED DECEMBER 31, 1992
-----------------------------
COMPANY
STOCK FUND TOTAL
-----------------------------
<S> <C> <C>
Additions to net assets attributed to:
Contributions:
Employer $ 18,516 $ 484,443
Employee 59,315 1,572,790
Rollover from the Haverty ESOP
Plan 45,168 264,627
-----------------------------
122,999 2,321,860
Investment income 7,769 225,100
-----------------------------
130,768 2,546,960
Deductions from net assets attributed to:
Benefit payments 13,733 1,736,792
Forfeitures - 11,213
Other 420 13,531
Net transfers 216,935 -
Net realized and unrealized appreciation
(depreciation) in fair value of
investments 182,088 684,441
-----------------------------
Net increase (decrease) 515,638 1,469,865
Net assets by investment option at
beginning of year - 9,882,910
-----------------------------
Net assets by investment option at end
of year $ 515,638 $11,352,775
=============================
</TABLE>
8
<PAGE> 12
SUPPLEMENTAL
SCHEDULES
<PAGE> 13
Schedule I
Haverty Furniture Companies, Inc.
Thrift Plan
Assets Held for Investment
December 31, 1993
<TABLE>
<CAPTION>
MARKET
UNITS DESCRIPTION COST VALUE
- - -------------------------------------------------------------------------------------------
<S> <C> <C> <C>
SHORT-TERM INVESTMENTS
2,848,103 Bank South Temporary Investment Fund $2,848,103 $2,848,103
COMMON STOCK
47,753 Haverty Furniture Cos., Inc. 421,281 817,770
------------------------------
Total $3,269,384 $3,665,873
==============================
</TABLE>
9
<PAGE> 14
Schedule II
Haverty Furniture Companies, Inc.
Thrift Plan
Transactions or Series of Transactions in Excess of 5% of the Fair Value
of Plan Assets (A)
December 31, 1993
<TABLE>
<CAPTION>
CURRENT VALUE
NUMBER OF ASSET ON
IDENTITY OF OF COST OF TRANSACTION
PARTY INVOLVED DESCRIPTION OF ASSETS TRANSACTIONS PURCHASES SALES ASSET DATE NET GAIN
-------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
CATEGORY (i) - INDIVIDUAL TRANSACTIONS IN EXCESS OF 5% OF PLAN ASSETS.
Bank South Bank South Fixed Income Fund for Tax
Exempt Trusts 1 $ - $1,521,771 $1,383,828 $1,521,771 $137,943
Bank South Bank South Fixed Income Fund for Tax
Exempt Trusts 1 - 2,296,128 2,042,079 2,296,128 254,049
Bank South Bank South Equity Fund for Tax Exempt
Trusts 1 - 3,103,846 2,675,388 3,103,846 428,458
Bank South Bank South Equity Fund for Tax Exempt
Trusts 1 - 2,717,901 2,324,132 2,717,901 393,769
Bank South Bank South Temp Fund 24 1 4,806,829 - 4,806,829 - -
Bank South Bank South Temp Fund 24 1 - 4,749,326 4,749,326 4,749,326 -
CATEGORY (iii) - A SERIES OF SECURITY TRANSACTIONS, WHEN AGGREGATED REGARDLESS OF GAIN OR LOSS, EXCEEDS 5% OF PLAN AS ASSETS
Bank South Bank South Fixed Income Fund for Tax
Exempt Trusts 9(B) 978,927 - 978,927 - -
</TABLE>
10
<PAGE> 15
Schedule II
Haverty Furniture Companies, Inc.
Thrift Plan
Transactions or Series of Transactions in Excess of 5% of the Fair Value
of Plan Assets (A) (continued)
December 31, 1993
<TABLE>
<CAPTION>
IDENTITY OF NUMBER COST OF
PARTY INVOLVED DESCRIPTION OF ASSETS OF TRANSACTIONS PURCHASES SALES ASSET
- - ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
CATEGORY (iii) - A SERIES OF SECURITY TRANSACTIONS, WHEN AGGREGATED REGARDLESS OF GAIN OR LOSS, EXCEEDS 5% OF PLAN ASSETS
(CONTINUED).
Bank South Bank South Fixed Income Fund for Tax
Exempt Trusts 6 - 4,341,386 3,961,909
Bank South Bank South Equity Fund for Tax Exempt
Trusts 8(B) 1,093,984 - 1,093,984
Bank South Bank South Equity Fund for Tax Exempt
Trusts 6 - 6,290,793 5,418,273
Bank South Bank South Temp Fund 24 1 4,806,829 - 4,806,829
Bank South Bank South Temp Fund 24 1 - 4,749,326 4,749,326
<CAPTION>
CURRENT VALUE
OF ASSET ON
TRANSACTION
DATE NET GAIN
---------------------------
<S> <C> <C>
Bank South Bank South Fixed Income Fund for Tax
Exempt Trusts 4,341,386 379,477
Bank South Bank South Equity Fund for Tax Exempt
Trusts - -
Bank South Bank South Equity Fund for Tax Exempt
Trusts 6,290,793 872,520
Bank South Bank South Temp Fund 24 - -
Bank South Bank South Temp Fund 24 4,749,326 -
</TABLE>
THERE WERE NO CATEGORY (ii) OR (iv) TRANSACTIONS DURING THE YEAR ENDED DECEMBER
31, 1993.
(A) Certain transactions of the Plan, as defined in Chapter 25, Subchapter C,
Part 2520, Paragraph 103.6 of the Department of Labor's regulations, must
be disclosed in the annual report filed with the Department. All of the
listed transactions are reported because they exceed, either individually
or in the aggregate, 5% of the value of the Plan assets at the beginning
of the year.
(B) No single transaction exceeds 5% of the Plan's assets at the beginning of
the year.
11
<PAGE> 16
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 33-44285) pertaining to the Haverty Furniture Companies, Inc.
Thrift Plan of our report dated June 23, 1994, with respect to the financial
statements and schedules of Haverty Furniture Companies, Inc. Thrift Plan
included in this Form 10-K/A, Amendment No. 1 to the Annual Report on Form 10-K
for the year ended December 31, 1993.
/s/ Ernst & Young
Atlanta, Georgia
June 23, 1994
<PAGE> 17
S I G N A T U R E S
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Plan has caused this annual report to be signed on the 29th day of June 1994,
by the undersigned thereunto duly authorized.
HAVERTY FURNITURE COMPANIES, INC.
THRIFT PLAN
By /s/ Dennis L. Fink
------------------------------
Dennis L. Fink,
Senior Vice President and
Chief Financial Officer
(principal financial officer)
By /s/ Hugh G. Wells
------------------------------
Hugh G. Wells,
Vice President and Treasurer
By /s/ Dan C. Bryant
------------------------------
Dan C. Bryant, Controller
(Principal accounting officer)
