<PAGE>
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, 1999
Commission file number: 1-14445
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.)
780 JOHNSON FERRY ROAD, SUITE 800, ATLANTA, GEORGIA 30342
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (404) 443-2900
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>
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, 1999 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, 1999 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, 2000
<PAGE>
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, 1999
(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, 1999 and 1998;
Statements of Changes in Net Assets Available for
Benefits for the Years Ended December 31, 1999 and 1998;
Notes to Financial Statements;
Schedule H -- Line 4i - Schedule of Assets Held for Investment
Purposes
(b) Exhibits:
Consent of Independent Auditors
<PAGE>
AUDITED FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
Haverty Furniture Companies, Inc. Thrift Plan
YEARS ENDED DECEMBER 31, 1999 AND 1998 WITH REPORT OF INDEPENDENT AUDITORS
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Haverty Furniture Companies, Inc.
Thrift Plan
Audited Financial Statements
and Supplemental Schedule
Years ended December 31, 1999 and 1998
<TABLE>
<CAPTION>
CONTENTS
<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 Audited Financial Statements....................................................................4
Supplemental Schedule
Schedule of Assets Held for Investment Purposes at End of Year...........................................9
</TABLE>
<PAGE>
SUPPLEMENTAL SCHEDULE
<PAGE>
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, 1999 and
1998, 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 auditing standards generally accepted
in the United States. 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, 1999 and 1998, and the changes in its net assets available for
benefits for the years then ended, in conformity with accounting principles
generally accepted in the United States.
Our audits were performed for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedule of assets
held for investment purposes at end of year as of December 31, 1999, is
presented for purposes of additional analysis and is not a required part of the
financial statements but is supplementary information required by the Department
of Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. This supplemental schedule is the
responsibility of the Plan's management. The supplemental schedule has been
subjected to the auditing procedures applied in our audits of the financial
statements and, in our opinion, is fairly stated in all material respects in
relation to the financial statements taken as a whole.
/s/ Ernst & Young LLP
May 5, 2000
Atlanta, Georgia
1
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Haverty Furniture Companies, Inc.
Thrift Plan
Statements of Net Assets Available for Benefits
<TABLE>
<CAPTION>
DECEMBER 31
1999 1998
--------------------------------------------
<S> <C> <C>
ASSETS
Cash $ 216,896 $ -
Dividends and interest receivable 25,618 90,905
Investments, at fair value:
Short term investments 335,739 324,759
Common trust funds 43,196,835 35,941,451
Haverty Furniture Companies, Inc. common stock 4,074,252 3,034,437
--------------------------------------------
Total investments 47,606,826 39,300,647
--------------------------------------------
Total assets 47,849,340 39,391,552
LIABILITIES
Payable to broker - 3,987
--------------------------------------------
Net assets available for benefits $47,849,340 $39,387,565
============================================
</TABLE>
SEE ACCOMPANYING NOTES.
2
<PAGE>
Haverty Furniture Companies, Inc.
Thrift Plan
Statements of Changes in Net Assets Available for Benefits
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
1999 1998
--------------------------------------------
<S> <C> <C>
Additions to net assets attributed to:
Contributions:
Employer $ 1,031,890 $ 926,265
Participants 4,790,491 4,129,813
--------------------------------------------
5,822,381 5,056,078
Net appreciation in fair value of investments 6,437,887 5,696,939
Investment income 744,984 1,114,390
--------------------------------------------
13,005,252 11,867,407
Deductions from net assets attributed to:
Benefit payments 4,543,477 3,717,809
--------------------------------------------
Net increase 8,461,775 8,149,598
Net assets available for benefits at beginning of year 39,387,565 31,237,967
--------------------------------------------
Net assets available for benefits at end of year $47,849,340 $39,387,565
============================================
</TABLE>
SEE ACCOMPANYING NOTES.
3
<PAGE>
Haverty Furniture Companies, Inc.
Thrift Plan
Notes to Financial Statements
December 31, 1999
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The financial statements of Haverty Furniture Companies, Inc. (the "Company" and
"Plan Sponsor") Thrift Plan (the "Plan") are prepared using the accrual method
of accounting.
INVESTMENT VALUATION
The Plan's investments in common trust funds are stated at fair value as
established by SunTrust Banks, Inc., the trustee of the Plan's investment
assets, 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.
INVESTMENT INCOME
Dividend income is recorded on the ex-dividend date. Interest income is recorded
as earned. Purchases and sales of securities are recorded on a trade date basis.
USE OF ESTIMATES
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
that affect the amounts reported in the financial statements and accompanying
notes. Actual results inevitably will differ from those estimates, and such
differences may be material to the financial statements.
RECLASSIFICATIONS
Certain amounts in the 1998 financial statements have been reclassified to
conform to the 1999 presentation.
4
<PAGE>
Haverty Furniture Companies, Inc.
Thrift Plan
Notes to Financial Statements (continued)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
BENEFIT PAYMENTS
As of December 31, 1999 and 1998, approximately $680,000 and $422,000,
respectively, of benefit payments 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 (the "Code"). The following description of the Plan
provides only general information. Further information about the Plan 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 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.
PARTICIPANT ACCOUNTS
Each participant's account is credited with the participant's contribution and
allocations of the Company's contribution and Plan earnings.
5
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Haverty Furniture Companies, Inc.
Thrift Plan
Notes to Financial Statements (continued)
2. DESCRIPTION OF THE PLAN (CONTINUED)
PARTICIPANT ACCOUNTS (CONTINUED)
Allocations are based on participant earnings or account balances, as defined in
the Plan agreement. The benefit to which a participant is entitled is the
benefit that can be provided from the participant's vested account.
VESTING
Participants are immediately vested in their contributions plus actual earnings
thereon. Vesting in the employer 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.
Forfeitures of employer contributions are used to offset employer matching
contributions for the same and/or future Plan years. Forfeited non-vested
accounts of approximately $111,000 and $85,000 were used to reduce employer
contributions during the years ended December 31, 1999 and 1998, respectively.
PAYMENT OF BENEFITS
All amounts credited to a participant's accounts are distributed with no
forfeiture upon termination of employment for death, total disability,
retirement at age 65, or after completion of five or more years of service.
3. INCOME TAX STATUS
The Plan has received a determination letter from the Internal Revenue Service
dated June 21, 1996, stating that the Plan is qualified under Section 401(a) of
the Code and, therefore, the related trust is exempt from taxation. Once
qualified, the Plan is required to operate in conformity with the Code to
maintain its qualification. The Plan administrator believes the Plan is being
operated in compliance with the applicable requirements of the Code and,
therefore, believes that the Plan is qualified and the related trust is tax
exempt.
6
<PAGE>
Haverty Furniture Companies, Inc.
Thrift Plan
Notes to Financial Statements (continued)
4. TRANSACTIONS WITH PARTIES-IN-INTEREST
At December 31, 1999 and 1998, the Plan held 322,713 and 144,497 shares of
Haverty Furniture Companies, Inc. Common Stock, respectively. The fair value of
this stock at December 31, 1999 and 1998 was $4,074,252 and $3,034,437,
respectively. During 1999 and 1998, the Plan received $55,165 and $45,697,
respectively, in dividends on Haverty Furniture Companies, Inc. Common Stock.
Certain Plan investments are shares of common 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 Plan Sponsor
paid administrative expenses on behalf of the Plan for the years ended December
31, 1999 and 1998.
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
1999 1998
-------------------------------------
<S> <C> <C>
SunTrust Banks, Inc. Money Market Fund $ 2,688,500 $ 2,300,677
SunTrust Banks, Inc. Balanced Fund 8,556,418 9,369,655
SunTrust Banks, Inc. Equity Growth Fund 18,249,804 13,827,286
SunTrust Banks, Inc. Equity Income Fund 5,042,183 4,498,895
SunTrust Banks, Inc. Equity Index Fund 7,778,922 4,726,733
Haverty Furniture Companies, Inc. Common Stock 4,074,252 3,034,437
</TABLE>
7
<PAGE>
Haverty Furniture Companies, Inc.
Thrift Plan
Notes to Financial Statements (continued)
5. INVESTMENTS (CONTINUED)
The Plan's investments (including investments purchased, sold as well as held
during the year) appreciated in fair value as determined by quoted market prices
as follows:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
1999 1998
-------------------------------------
<S> <C> <C>
Common trust funds $5,942,797 $4,533,675
Haverty Furniture Companies, Inc. Common Stock 495,090 1,163,264
-------------------------------------
$6,437,887 $5,696,939
=====================================
</TABLE>
6. Plan Termination
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 will become fully vested in their accounts.
8
<PAGE>
Haverty Furniture Companies, Inc.
Thrift Plan
EIN: 58-0281900
Plan No. 003
Schedule H, Line 4i Schedule of Assets Held for Investment Purposes
at End of Year
December 31, 1999
<TABLE>
<CAPTION>
(b)
IDENTITY OF ISSUE,
BORROWER, LESSOR (c) (e)
(a) OR SIMILAR PARTY DESCRIPTION OF INVESTMENT CURRENT VALUE
-----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
SHORT TERM INVESTMENTS
* SunTrust Banks, Inc. AIM STIC Prime Portfolio $ 335,739
COMMON TRUST FUNDS
* SunTrust Banks, Inc. Money Market Fund 2,688,500
* SunTrust Banks, Inc. Short and Intermediate Bond Fund 881,008
* SunTrust Banks, Inc. Balanced Fund 8,556,418
* SunTrust Banks, Inc. Equity Growth Fund 18,249,804
* SunTrust Banks, Inc. Equity Income Fund 5,042,183
* SunTrust Banks, Inc. Equity Index Fund 7,778,922
COMMON STOCK
* Haverty Furniture Cos., Inc. Common stock 4,074,252
---------------------------
$47,606,826
===========================
</TABLE>
* Indicates a party-in-interest to the Plan.
Note: Column (d) has not been presented as that information is not required.
9
<PAGE>
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 5, 2000, with respect to the financial statements
and supplemental schedule 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, 1999.
/s/ Ernst & Young LLP
Atlanta, Georgia
June 26, 2000
<PAGE>
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 2000, 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,
Secretary and Treasurer
