<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, 1997
COMMISSION FILE NUMBER: 0-8498
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:
<TABLE>
<CAPTION>
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
------------------- -----------------------------------------
<S> <C>
NONE NONE
</TABLE>
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, 1997, 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, 1997, 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 30, 1998
<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, 1997
(a) The following financial statements are furnished for
the above-referenced Plan:
Report of Independent Auditors;
Statements of Net Assets Available for Benefits as of
December 31, 1997 and 1996;
Statements of Changes in Net Assets Available for
Benefits for the Years Ended December 31,
1997 and 1996;
Notes to Financial Statements;
Schedule I -- Line 27a - Schedule of Assets Held for
Investment Purposes; and Schedule II -- Line 27d -
Schedule of Reportable Transactions;
(b) Exhibits:
Consent of Independent Auditors
<PAGE> 2
Haverty Furniture Companies, Inc.
Thrift Plan
Audited Financial Statements
and Supplemental Schedules
Years ended December 31, 1997 and 1996
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
Line 27a - Schedule of Assets Held for Investment Purposes....................11
Line 27d - Schedule of Reportable Transactions................................12
</TABLE>
<PAGE> 3
Supplemental Schedules
<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 benefits
of Haverty Furniture Companies, Inc. Thrift Plan as of December 31, 1997 and
1996, 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. Those 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, 1997 and 1996, 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 performed for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedules of Assets
Held for Investment Purposes as of December 31, 1997, and Reportable
Transactions for the year then ended, are presented for the 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. These supplemental schedules
are the responsibility of the Plan's management. The supplemental schedules have
been subjected to the auditing procedures applied in our audit of the 1997
financial statements and, in our opinion, are fairly stated in all material
respects in relation to the 1997 financial statements taken as a whole.
May 1, 1998
Atlanta, Georgia
1
<PAGE> 5
Haverty Furniture Companies, Inc.
Thrift Plan
Statements of Net Assets Available for Benefits
<TABLE>
<CAPTION>
DECEMBER 31
1997 1996
------------------------------
<S> <C> <C>
ASSETS
Cash $ 5,039 $ 67,679
Dividends and interest receivable 306 235
Contributions receivable -- 276,680
Investments, at fair value:
Short term investments 33,675 25,298
Commingled trust investment funds 29,073,021 23,316,113
Common stock 2,125,926 2,072,855
------------------------------
31,232,622 25,414,266
------------------------------
Net assets available for benefits $31,237,967 $25,758,860
==============================
</TABLE>
See accompanying notes.
2
<PAGE> 6
Haverty Furniture Companies, Inc.
Thrift Plan
Statements of Changes in Net Assets Available for Benefits
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
1997 1996
----------------------------
<S> <C> <C>
Additions to net assets attributed to:
Contributions:
Employer $ 777,597 $ 808,238
Participants 3,353,284 3,325,485
----------------------------
4,130,881 4,133,723
Net realized and unrealized appreciation in fair value of
investments 4,681,208 53,614
Investment income 953,398 2,160,760
----------------------------
9,765,487 6,348,097
Deductions from net assets attributed to:
Benefit payments 4,286,380 2,682,506
----------------------------
Net increase 5,479,107 3,665,591
Net assets available for benefits at beginning of year 25,758,860 22,093,269
----------------------------
Net assets available for benefits at end of year $31,237,967 $25,758,860
============================
</TABLE>
See accompanying notes.
3
<PAGE> 7
Haverty Furniture Companies, Inc.
Thrift Plan
Notes to Financial Statements
December 31, 1997
1. SUMMARY OF ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The financial statements of the Plan are prepared under the accrual method of
accounting.
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 establishes 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 conformity with generally accepted
accounting principles 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.
CONCENTRATIONS OF CREDIT RISK
Financial instruments that potentially subject the Plan to significant
concentrations of credit risk consist principally of commingled investment
funds.
The Trustee maintains financial instruments within commingled investment funds
with various institutions. The Trustee's policy is designed to limit exposure at
any one institution. The Trustee performs periodic evaluations of the relative
credit standing of those institutions which are considered in the fund's
investment strategy.
4
<PAGE> 8
Haverty Furniture Companies, Inc.
Thrift Plan
Notes to Financial Statements (continued)
1. SUMMARY OF ACCOUNTING POLICIES (CONTINUED)
WITHDRAWALS
As of December 31, 1997 and 1996, $163,947 and $146,829, respectively, of
withdrawals to be paid to participants is included in net assets available for
benefits.
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. The following description of the Plan provides only general
information.
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.
GENERAL
Any employee of Haverty Furniture Companies, Inc. (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.
CONTRIBUTIONS
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. Additional amounts may be contributed at the
option of the Company's Board of Directors.
5
<PAGE> 9
Haverty Furniture Companies, Inc.
Thrift Plan
Notes to Financial Statements (continued)
2. DESCRIPTION OF THE PLAN (CONTINUED)
INVESTMENT OPTIONS
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 the common stock of Haverty Furniture Companies, Inc.
purchased in the open market. The Balanced Fund invests in common stocks of
large, well-established companies and fixed income securities. Participants may
change their investment options monthly.
PARTICIPANT ACCOUNTS
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. Forfeitures
of employer contributions are used to offset employer matching contributions for
the same and/or future plan years. Forfeited nonvested accounts of $146,049 and
$9,100 were used to reduce employer contributions during the years ended
December 31, 1997 and 1996, respectively.
VESTING
Participants are immediately vested in their contributions plus actual earnings
thereon. These accounts totaled $24,742,097 and $20,142,516 at December 31, 1997
and 1996, 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.
6
<PAGE> 10
Haverty Furniture Companies, Inc.
Thrift Plan
Notes to Financial Statements (continued)
2. DESCRIPTION OF THE PLAN (CONTINUED)
PAYMENT OF BENEFITS
All amounts credited to a participant's 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.
3. INCOME TAX STATUS
The Internal Revenue Service ruled on June 21, 1996 that the Plan qualifies
under Section 401(a) of the Internal Revenue Code (IRC) and the related Trust
established thereunder is exempt from tax under IRC Section 501(a). 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, 1997 and 1996, the Plan held 157,476 and 182,229 shares of
Haverty Furniture Companies, Inc. Common Stock, respectively. The fair value of
this stock at December 31, 1997 and 1996 was $2,125,926 and $2,072,855,
respectively. During 1997 and 1996, the Plan received $52,947 and $51,912,
respectively, in dividends on Haverty Furniture Companies, Inc. Common Stock.
Certain Plan investments are shares of mutual and trust funds managed by
SunTrust Banks, Inc. SunTrust Banks, Inc. is the trustee as defined by the Plan
and, therefore, these transactions qualify as party-in-interest. The sponsor
paid administrative expenses on behalf of the plan for the year ended December
31, 1997.
7
<PAGE> 11
Haverty Furniture Companies, Inc.
Thrift Plan
Notes to Financial Statements (continued)
5. INVESTMENTS
The fair value of individual investments that represent 5% or more of the Plan's
net assets are as follows:
<TABLE>
<CAPTION>
DECEMBER 31
1997 1996
-----------------------------
<S> <C> <C>
Federated Short-Term U.S. Government Trust $ 1,824,447 $ 1,229,633
Dodge & Cox Balanced Fund 10,223,747 9,716,958
Fidelity Magellan Fund 10,888,436 9,281,009
Haverty Furniture Companies, Inc. Common Stock 2,125,926 2,072,855
Lord Abbett Affiliated Fund Class A 4,057,036 2,339,298
</TABLE>
8
<PAGE> 12
Haverty Furniture Companies, Inc.
Thrift Plan
Notes to Financial Statements (continued)
6. INVESTMENT FUND ACTIVITY
The activity in the Plan's funds (excluding contributions receivable) during the
years ended December 31, 1997 and 1996 is as follows:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1997
--------------------------------------------------------------------
MONEY SHORT & EQUITY EQUITY
MARKET INTERMEDIATE BALANCED GROWTH INCOME
FUND BOND FUND FUND FUND FUND
--------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Contributions:
Employer $ 67,925 $ 27,747 $ 220,510 $ 250,623 $ 115,512
Employee 259,685 117,626 946,541 1,081,529 527,235
--------------------------------------------------------------------
327,610 145,373 1,167,051 1,332,152 642,747
Investment income 95,595 40,461 372,223 305,989 73,775
--------------------------------------------------------------------
423,205 185,833 1,539,274 1,638,141 716,522
Deductions from net assets attributed to:
Benefit payments 435,125 119,325 1,410,390 1,494,973 536,608
--------------------------------------------------------------------
435,125 119,325 1,410,390 1,494,973 536,608
Net transfers 582,136 (144,862) (1,281,774) (678,275) 881,694
Net realized and unrealized appreciation in fair
value of investments -- 9,378 1,563,835 2,035,039 625,901
--------------------------------------------------------------------
Net increase (decrease) 570,216 (68,976) 410,945 1,499,932 1,687,509
Net assets by investment option at beginning of
year 1,258,474 760,170 9,817,294 9,393,905 2,375,785
--------------------------------------------------------------------
Net assets by investment option at end of year $ 1,828,690 $ 691,194 $10,228,239 $10,893,837 $ 4,063,294
====================================================================
<CAPTION>
YEAR ENDED DECEMBER 31, 1997
----------------------------
EQUITY COMPANY
INDEX STOCK
FUND FUND TOTAL
-------------------------------------------
<S> <C> <C> <C>
Additions to net assets attributed to:
Contributions:
Employer $ 26,907 $ 68,373 $ 777,597
Employee 125,524 295,145 3,353,284
-------------------------------------------
152,431 363,518 4,130,881
Investment income 12,255 53,100 953,398
-------------------------------------------
164,686 416,618 5,084,279
Deductions from net assets attributed to:
Benefit payments 47,833 242,126 4,286,380
-------------------------------------------
47,833 242,126 4,286,380
Net transfers 1,184,156 (543,075) --
Net realized and unrealized appreciation in fair
value of investments 100,001 347,054 4,681,208
-------------------------------------------
Net increase (decrease) 1,401,010 (21,529) 5,479,107
Net assets by investment option at beginning of
year -- 2,153,232 25,758,860
-------------------------------------------
Net assets by investment option at end of year $ 1,401,010 $ 2,131,703 $31,237,967
===========================================
</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, 1996
---------------------------------------------------------------------------------------
MONEY EQUITY EQUITY COMPANY
MARKET BOND BALANCED GROWTH 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 $ 63,071 $ 33,072 $ 249,610 $ 300,998 $ 63,571 $ 97,456 $ 807,778
Employee 234,250 126,390 1,015,717 1,280,747 265,782 420,382 3,343,268
---------------------------------------------------------------------------------------
297,321 159,462 1,265,327 1,581,745 329,353 517,838 4,151,046
Investment income 66,628 51,315 411,153 1,384,410 193,146 54,108 2,160,760
---------------------------------------------------------------------------------------
363,949 210,777 1,676,480 2,966,155 522,499 571,946 6,311,806
Deductions from net assets attributed to:
Benefit payments 156,213 187,735 1,158,051 917,209 90,643 172,655 2,682,506
Net transfers (156,699) (352,631) 276,149 (782,231) 1,236,200 (220,788) --
Net realized and unrealized
appreciation (depreciation) in
fair value of investments -- (24,325) 801,522 (390,058) 83,647 (417,172) 53,614
---------------------------------------------------------------------------------------
Net increase (decrease) 51,037 (353,914) 1,596,100 876,657 1,751,703 (238,669) 3,682,914
Net assets by investment option at
beginning of year 1,188,779 1,104,561 8,135,351 8,420,985 589,670 2,359,920 21,799,266
---------------------------------------------------------------------------------------
Net assets by investment option at
end of year $1,239,816 $ 750,647 $9,731,451 $9,297,642 $2,341,373 $2,121,251 $25,482,180
=======================================================================================
</TABLE>
10
<PAGE> 14
Haverty Furniture Companies, Inc.
Thrift Plan
Line 27a - Schedule of Assets Held for Investment Purposes
December 31, 1997
<TABLE>
<CAPTION>
IDENTITY OF ISSUE, BORROWER, LESSOR DESCRIPTION OF
OR SIMILAR PARTY INVESTMENT COST CURRENT VALUE
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
COMMINGLED TRUST INVESTMENT FUNDS
AIM STIC Prime Portfolio 33,675 units $ 33,675 $ 33,675
Federated Short-Term U.S. Government Trust 1,824,447 units 1,824,447 1,824,447
Federated U.S. Government Securities Fund 64,364 units 667,852 684,194
Dodge & Cox Balanced Fund 153,096 units 7,983,636 10,223,747
Fidelity Magellan Fund 114,290 units 8,800,348 10,888,436
Lord Abbett Affiliated Fund-Class A 290,411 units 3,752,780 4,057,036
Vanguard Index Trust 500 Portfolio 15,490 units 1,303,338 1,395,161
COMMON STOCK
Haverty Furniture Cos., Inc. 157,476 shares 1,967,512 2,125,926
--------------------------------
Total $26,333,588 $31,232,622
================================
</TABLE>
11
<PAGE> 15
Haverty Furniture Companies, Inc.
Thrift Plan
Line 27d - Schedule of Reportable Transactions
Year ended December 31, 1997
<TABLE>
<CAPTION>
CURRENT VALUE OF
IDENTITY OF PARTY INVOLVED PURCHASE SELLING COST OF ASSET ON NET GAIN
AND DESCRIPTION OF ASSETS PRICE PRICE ASSET TRANSACTION DATE (LOSS)
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
CATEGORY (III) - A SERIES OF SECURITY TRANSACTIONS, WHEN AGGREGATED REGARDLESS OF GAIN OR LESS, EXCEEDS 5% OF PLAN ASSETS.
AIM STIC Prime Portfolio $4,946,394 $ -- $4,946,394 $4,946,394 $ --
AIM STIC Prime Portfolio -- 4,938,017 4,938,017 4,938,017 --
Federated Short-Term U.S. Government Trust 1,298,814 -- 1,298,814 1,298,814 --
Federated Short-Term U.S. Government Trust -- 704,000 704,000 704,000 --
Dodge & Cox Balanced Fund 1,430,159 -- 1,430,159 1,430,159 --
Dodge & Cox Balanced Fund -- 2,494,040 2,043,500 2,494,040 450,540
Fidelity Magellan Fund 1,781,171 -- 1,781,171 1,781,171 --
Fidelity Magellan Fund -- 2,083,404 1,800,200 2,083,404 283,204
Lord Abbett Affiliated Fund 1,709,313 -- 1,709,313 1,709,313 --
Lord Abbett Affiliated Fund -- 288,585 259,000 288,585 29,585
Vanguard Index Trust 500 Portfolio 1,418,366 -- 1,418,366 1,418,366 --
Vanguard Index Trust 500 Portfolio -- 114,972 115,000 114,972 (28)
</TABLE>
THERE WERE NO CATEGORY (i), (ii) OR (iv) TRANSACTIONS DURING THE YEAR ENDED
DECEMBER 31, 1997.
12
<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 May 1, 1998, 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, 1997.
/s/ Ernst & Young LLP
Atlanta, Georgia
June 25, 1998
<PAGE> 17
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Plan has caused this annual report to be signed on the 30th day of June
1998, 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/ Dan C. Bryant
----------------------------------------
Dan C. Bryant
Vice President and Controller
(Principal accounting officer)
By /s/ Jenny H. Parker
----------------------------------------
Jenny H. Parker
Vice President, Finance and
Corporate Secretary
