<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, 1995
Commission file number: 33-44285
HAVERTY FURNITURE COMPANIES, INC.
(Exact name of registrant as specified in its charter)
MARYLAND 58-0281900
(State or other jurisdiction 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:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
------------------- -----------------------------------------
NONE NONE
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK ($1.00 PAR VALUE), CLASS A 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, 1995, as set forth below:
Part IV, Item 14(a)(3).
Exhibits.
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, 1995, 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
Executive Vice President and
Chief Financial Officer
(principal financial officer)
Date: June 28, 1996
<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, 1995
(a) The following financial statements are
furnished for the above-referenced Plan:
Report of Independent Auditors;
Statements of Net Assets Available for
Benefits December 31, 1995 and 1994;
Statements of Changes in Net Assets Available for
Benefits for the Years Ended December 31,
1995 and 1994;
Notes to Financial Statements;
Schedule I - 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, 1995 and 1994
with Report of Independent Auditors
<PAGE> 3
Haverty Furniture Companies, Inc.
Thrift Plan
Audited Financial Statements
and Supplemental Schedules
Years ended December 31, 1995 and 1994
CONTENTS
<TABLE>
<S> <C>
Report of Independent Auditors ............................................ 1
Audited Financial Statements
Statements of Net Assets Available for Benefits ........................... 2
Statements of Changes in Net Assets Available for Benefits ................ 3
Notes to Financial Statements ............................................. 4
Supplemental Schedules
Schedule I - Assets Held for Investment .................................. 11
Schedule II - Transactions or Series of Transactions in Excess of
5% of the Fair Value of Plan Assets .................................... 12
</TABLE>
<PAGE> 4
[LOGO] ERNST & YOUNG LLP - Suite 2800 - Phone: 404 874 8300
600 Peachtree Street
Atlanta, Georgia 30308-2215
Report of Independent Auditors
Employee Benefits Committee of
Haverty Furniture Companies, Inc.
We have audited the accompanying statements of net assets available for
benefits of the Haverty Furniture Companies, Inc. Thrift Plan as of December
31, 1995 and 1994, 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 benefits of the Plan at
December 31, 1995 and 1994, and the changes in its net assets available for
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 financial
statements taken as a whole. The accompanying supplemental schedules of Assets
Held for Investment as of December 31, 1995, 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
financial statements. The supplemental schedules have been subjected to the
auditing procedures applied in our audit of the 1995 financial statements and,
in our opinion, are fairly stated in all material respects in relation to the
1995 financial statements taken as a whole.
/s/ Ernst & Young LLP
June 19, 1996
1
Ernst & Young is a member of Ernst & Young International, Ltd.
<PAGE> 5
Haverty Furniture Companies, Inc.
Thrift Plan
Statements of Net Assets Available for Benefits
<TABLE>
<CAPTION>
DECEMBER 31
1995 1994
----------- -----------
<S> <C> <C>
ASSETS
Cash $ 49,179 $ -
Dividends and interest receivable 391 849
Contributions receivable 294,003 671,146
Investments, at fair value:
Short term investment 20,258 22,293
Commingled trust investment funds 19,438,675 13,470,262
Common stock 2,290,763 1,408,555
----------- -----------
Net assets available for benefits $22,093,269 $15,573,105
=========== ===========
</TABLE>
See accompanying notes.
2
<PAGE> 6
Haverty Furniture Companies, Inc.
Thrift Plan
Statements of Changes in Net Assets Available for Benefits
<TABLE>
<CAPTION>
DECEMBER 31
1995 1994
-------------------------
<S> <C> <C>
Additions to net assets attributed to:
Contributions:
Employer $ 806,073 $ 776,675
Employee 3,134,346 2,931,283
------------------------
3,940,419 3,707,958
Net realized and unrealized appreciation
(depreciation) in fair value of investments 3,302,281 (1,230,074)
Investment income 1,168,319 588,685
------------------------
8,411,019 3,066,569
Deductions from net assets attributed to:
Benefit payments 1,890,855 1,744,716
------------------------
Net increase 6,520,164 1,321,853
Net assets available for benefits at beginning of year 15,573,105 14,251,252
------------------------
Net assets available for benefits at end of year $22,093,269 $15,573,105
========================
</TABLE>
See accompanying notes.
3
<PAGE> 7
Haverty Furniture Companies, Inc.
Thrift Plan
Notes to Financial Statements
December 31, 1995
1. SIGNIFICANT ACCOUNTING POLICIES
VALUATION OF INVESTMENTS
The Plan's investments are stated at aggregate fair value. Fair value of
investments in SunTrust Bank 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. For investments in securities that do not have an established market,
the trustee has established a fair value for such securities. Purchases and
sales of investments are recorded on a trade-date basis.
USE OF ESTIMATES
The preparation of financial statements in accordance with GAAP requires the
use of estimates by management. Actual results could vary from such estimates;
however, management is not presently aware of any events which would cause such
differences.
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 three months
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 16% 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.
4
<PAGE> 8
Haverty Furniture Companies, Inc.
Thrift Plan
Notes to Financial Statements (continued)
2. DESCRIPTION OF THE PLAN (CONTINUED)
Upon enrollment in the Plan, a participant may direct employer and employee
contributions in 10% increments in any of six investment options. The Money
Market fund invests in U.S. Treasuries and other obligations issued or
guaranteed by the U.S. government or government agencies. The Bond Fund
invests in Treasury and agency obligations issued by the U.S. Government, its
agencies or instrumentalities. The Equity Growth fund and the Equity Income
fund invest primarily in common stocks of large, well-established companies.
The Haverty's Stock fund invests in Haverty's Common Stock purchased in the
open market. The Balanced Fund invests in common stocks of large,
well-established companies and fixed income securities.
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.
Participants are immediately invested in their contributions plus actual
earnings thereon. These accounts totaled $17,258,335 and $12,286,710 at
December 31, 1995 and 1994, respectively. Vesting in the Company contribution
portion of their accounts plus actual earnings thereon is 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. A participant is
100 percent vested after five years of credited service.
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, retirement at age 65, or
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). The Plan has subsequently been
amended and restated. A request for a determination letter on the amended and
restated plan was filed with the Internal Revenue Service on March 27, 1995.
The plan administrator is not aware of any course of action or series of events
that have occurred that might adversely affect the Plan's qualified status.
4. TRANSACTIONS WITH PARTIES-IN-INTEREST
At December 31, 1995 and 1994, the Plan held 165,100 and 119,877 shares of
Haverty Furniture Companies, Inc. Common Stock, respectively. The fair value
of this stock at December 31, 1995 and 1994 was $2,290,763 and $1,408,555,
respectively.
During 1995 and 1994, the Plan received $43,169 and $24,148, respectively, in
dividends on Haverty Furniture Companies, Inc. Common Stock.
6
<PAGE> 10
Haverty Furniture Companies, Inc.
Thrift Plan
Notes to Financial Statements (continued)
5. INVESTMENTS
The Plan's assets are held by a bank-administered trust fund.
Net realized and unrealized (depreciation) appreciation and fair value of the
Plan's investments are as follows for 1995 and 1994:
<TABLE>
<CAPTION>
NET
APPRECIATION IN FAIR VALUE
FAIR VALUE AT END OF
DURING YEAR YEAR
------------------------------
<S> <C> <C>
YEAR ENDED DECEMBER 31, 1995
Fair value as determined by quoted market price:
Common stock $ 322,559 $ 2,290,763
Fair value estimated by trustee:
Short-term investment 20,258 20,258
Commingled trust investment funds 2,979,722 19,438,675
----------------------------
$3,320,539 $21,749,696
============================
</TABLE>
7
<PAGE> 11
Haverty Furniture Companies, Inc.
Thrift Plan
Notes to Financial Statements (continued)
5. INVESTMENTS (CONTINUED)
<TABLE>
<CAPTION> NET
(DEPRECIATION) FAIR VALUE
IN FAIR VALUE AT END OF
DURING YEAR YEAR
-----------------------------------
<S> <C> <C>
YEAR ENDED DECEMBER 31, 1994
Fair value as determined by quoted market price:
Common stock $ (473,512) $1,408,555
Fair value estimated by trustee:
Short-term investment 22,293
Commingled trust investment funds (756,562) 13,470,262
-------------------------------
$(1,230,074) $14,901,110
===============================
</TABLE>
The fair value of individual investments that represent 5% or more of the
Plan's net assets are as follows:
<TABLE>
DECEMBER 31
1995 1994
----------------------
<S> <C> <C>
Federated Short-Term U.S. Government Fund $1,188,744 $1,449,989
Federated U.S. Government Securities Fund: 2-5 years 1,104,207 -
Weiss, Peck & Greer Government Securities Fund - 918,825
Dodge & Cox Balanced Fund 8,135,262 5,677,305
Fidelity Magellan Fund 8,420,857 5,424,143
Haverty Furniture Companies, Inc. Common Stock 2,290,763 1,408,555
</TABLE>
6. INVESTMENT FUND ACTIVITY
The activity in the Plan's funds (excluding contributions receivable) during
the years ended December 31, 1995 and 1994 was as follows:
8
<PAGE> 12
Haverty Furniture Companies, Inc.
Thrift Plan
Notes to Financial Statements (continued)
6. INVESTMENT FUND ACTIVITY (CONTINUED)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1995
------------------------------------------------------------------------------------
EQUITY COMPANY
MONEY MARKET BOND BALANCED EQUITY INCOME STOCK
FUND FUND FUND FUND FUND FUND TOTAL
------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Contributions:
Employer $ 81,761 $ 46,327 $ 283,685 $ 328,193 $ 7,804 $ 122,428 $ 870,198
Employee 282,056 178,555 1,119,822 1,317,197 44,545 505,189 3,447,364
------------------------------------------------------------------------------------
363,817 224,882 1,403,507 1,645,390 52,349 627,617 4,317,562
Investment income 85,793 64,847 432,001 480,263 59,425 45,990 1,168,319
------------------------------------------------------------------------------------
449,610 289,729 1,835,508 2,125,653 111,774 673,607 5,485,881
Deductions from net assets attributed to:
Benefit payments 290,429 80,104 635,327 689,898 305 194,792 1,890,855
Net transfers (433,111) (91,711) (21,414) (90,338) 491,421 145,153 -
Net realized and unrealized appreciation
(depreciation) in fair value of investments - 63,121 1,278,804 1,651,017 (13,220) 322,559 3,302,281
------------------------------------------------------------------------------------
Net increase (decrease) (273,930) 181,035 2,457,571 2,996,434 589,670 946,527 6,897,307
Net assets by investment option at beginning
of year 1,462,709 923,526 5,677,780 5,424,551 - 1,413,393 14,901,959
------------------------------------------------------------------------------------
Net assets by investment option at end of year $1,182,779 $1,104,561 $8,135,351 $8,420,985 $589,670 $2,359,920 $21,799,266
====================================================================================
</TABLE>
9
<PAGE> 13
Haverty Furniture Companies, Inc.
Thrift Plan
Notes to Financial Statements (continued)
6. INVESTMENT FUND ACTIVITY (CONTINUED)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1994
-------------------------------------------------------------------------------
MONEY BOND BALANCED EQUITY COMPANY STOCK
MARKET FUND FUND FUND FUND FUND TOTAL
-------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Contributions:
Employer $ 62,756 $ 66,383 $ 269,069 $ 245,625 $ 98,899 $ 742,732
Employee 235,165 247,028 1,004,129 902,701 380,747 2,769,770
-------------------------------------------------------------------------------
297,921 313,411 1,273,198 1,148,326 479,646 3,512,502
Investment income 67,562 86,304 275,477 132,618 26,724 588,685
-------------------------------------------------------------------------------
365,483 399,715 1,548,675 1,280,944 506,370 4,101,187
Deductions from net assets attributed to:
Benefit payments 378,054 160,245 533,753 559,923 112,741 1,744,716
Forfeitures 2,279 944 4,518 2,556 1,368 11,665
Net transfers (667,697) (721,099) (1,077,964) 1,796,925 669,835 -
Net realized and unrealized depreciation in
fair value of investments - (235,312) (275,764) (245,486) (473,512) (1,230,074)
-------------------------------------------------------------------------------
Net increase (decrease) (682,547) (717,885) (343,324) 2,269,904 588,584 1,114,732
Net assets by investment option at beginning
of year 2,145,256 1,641,411 6,021,104 3,154,647 824,809 13,787,227
-------------------------------------------------------------------------------
Net assets by investment option at end of year $1,462,709 $ 923,526 $ 5,677,780 $5,424,551 $1,413,393 $14,901,959
===============================================================================
</TABLE>
10
<PAGE> 14
Supplemental Schedules
<PAGE> 15
Schedule I
Haverty Furniture Companies, Inc.
Thrift Plan
Assets Held for Investment
December 31, 1995
<TABLE>
<CAPTION>
MARKET
UNITS DESCRIPTION COST VALUE
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
COMMINGLED TRUST INVESTMENT FUNDS
20,258 SunTrust Short-Term Investment Fund $ 20,258 $ 20,258
Federated Short-Term U.S. Government
1,188,744 Fund 1,188,744 1,188,744
Federated U.S. Government Securities
103,293 Fund: 2-5 Years 1,066,918 1,104,207
148,997 Dodge & Cox Balanced Fund 7,151,515 8,135,262
97,940 Fidelity Magellan Fund 7,129,393 8,420,857
50,872 Lord Abbett Affiliated Fund 602,343 589,605
COMMON STOCK
165,100 Haverty Furniture Cos., Inc. 2,073,533 2,290,763
--------------------------
$19,232,703 $21,749,696
==========================
</TABLE>
11
<PAGE> 16
Haverty Furniture Companies, Inc.
Thrift Plan
Schedule of Security Transactions Exceeding 5% of Plan Assets
December 31, 1995
<TABLE>
<CAPTION>
CURRENT VALUE OF
NUMBER COST OF ASSET ON NET GAIN
DESCRIPTION OF ASSETS OF TRANSACTIONS PURCHASES SALES ASSET TRANSACTION DATE (LOSS)
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
CATEGORY (I) - INDIVIDUAL TRANSACTIONS IN EXCESS OF 5% OF PLAN ASSETS.
Weiss, Peck & Greer Government Securities
Fund 1 $ - $ 979,365 $1,099,562 $ 979,365 $(120,196)
Federated U.S. Government Securities Fund:
2-5 years 1 979,365 - 979,365 979,365 -
CATEGORY (III) - A SERIES OF SECURITY TRANSACTIONS, WHEN AGGREGATED REGARDLESS
OF GAIN OR LOSS, EXCEEDS 5% OF PLAN ASSETS.
SunTrust Short-Term Investment Fund 241 4,353,386 - 4,353,386 4,353,386 -
SunTrust Short-Term Investment Fund 294 - 4,385,034 4,385,034 4,385,034 -
Federated Short-Term U.S. Government Trust 28 957,655 - 957,655 957,655 -
Federated Short-Term U.S. Government Trust 18 - 1,218,900 1,218,900 1,218,900 -
Federated U.S. Government Securities Fund:
2-5 years 13 1,241,144 - 1,241,144 1,241,144 -
Weiss, Peck & Greer Government Securities
Fund 6 - 1,037,865 1,166,387 1,037,865 (128,522)
Dodge & Cox Balanced Fund 26 1,830,603 - 1,830,603 1,830,603 -
Fidelity Magellan Fund 22 2,311,807 - 2,311,807 2,311,807 -
Fidelity Magellan Fund 23 - 966,110 834,644 966,110 131,466
THERE WERE NO CATEGORY (II) OR (IV) TRANSACTIONS DURING THE YEAR ENDED DECEMBER
31, 1995.
</TABLE>
12
<PAGE> 17
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 19, 1996, 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, 1995.
/s/ Ernst & Young LLP
Atlanta, Georgia
June 27, 1996
<PAGE> 18
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 28th day of June
1996, by the undersigned thereunto duly authorized.
HAVERTY FURNITURE COMPANIES, INC.
THRIFT PLAN
By /s/ Dennis L. Fink
------------------------------------
Dennis L. Fink
Executive 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)
