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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from____ to____
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:
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)
(Title of class)
Class A Common Stock ($1.00 Par Value)
(Title of class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
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Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (Paragraph 229.405 of this chapter) is not contained
herein, and will not be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by reference in Part III
of this Form 10-K or any amendment to this Form 10-K.
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The aggregate market value of the voting stock of the registrant held by
non-affiliates of the registrant as of February 28, 1998, was $115,844,187. The
aggregate market value was computed by reference to the last transaction prices
of the registrant's two classes of common stock on such date. For the purpose of
this response only, executive officers, directors and holders of 5% or more of
common stock are affiliates of the registrant.
As of March 6, 1998, the number of shares outstanding of the registrant's
two classes of $1.00 par value common stock were: Common Stock -- 8,911,356;
Class A Common Stock -- 2,830,043.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's proxy statement dated March 23, 1998, for the
1998 annual meeting of stockholders are incorporated by reference herein in
response to Items 5 - 8 of Part II and to Part III of this report, except
information on executive officers, which is included in Part I of this report.
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PART I
ITEM 1. BUSINESS.
FORWARD-LOOKING INFORMATION
Certain information included in this Annual Report on Form 10-K contains,
and other reports or materials filed or to be filed by the Company with the
Securities and Exchange Commission (as well as information included in oral
statements or other written statements made or to be made by the Company or its
management) contain or will contain, "forward-looking statements" within the
meaning of Section 21E of the Securities and Exchange Act of 1934, as amended,
Section 27A of the Securities Act of 1933, as amended, and pursuant to the
Private Securities Litigation Reform Act of 1995. Such forward-looking
statements may relate to financial results and plans for future business
activities, and are thus prospective. Such forward-looking statements are
subject to risks, uncertainties and other factors which could cause actual
results to differ materially from future results expressed or implied by such
forward-looking statements. Potential risks and uncertainties include, but are
not limited to, general economic conditions, the consumer spending environment
for large ticket items, competition in the retail furniture industry and other
uncertainties detailed in this report and detailed from time to time in other
filings by the Company with the Securities and Exchange Commission. Any
forward-looking statements are made pursuant to the Private Securities
Litigation Reform Act of 1995 and, as such, speak only as of the date made.
GENERAL
Haverty Furniture Companies, Inc. (the "Company" or "Havertys") is a
full-service home furnishings retailer. The Company operates 97 showrooms in 13
contiguous southern and central states. Havertys provides its customers with a
wide selection of furniture and accessories primarily in the middle to
upper-middle price ranges. As an added convenience to its customers, the Company
offers financing through a revolving charge credit plan. The Company originated
as a family business in 1885 in Atlanta, Georgia. Havertys has been a publicly
held company since 1929, incorporated under the laws of the State of Maryland.
The Company's corporate headquarters are located at 866 West Peachtree Street,
N.W., Atlanta, Georgia, 30308.
BUSINESS STRATEGY
The Company serves a target customer in the middle to upper-middle income
ranges. Havertys has attracted this discriminating and demanding consumer by
focusing on what it believes are the key elements of furniture retailing:
stores, merchandise price and selection, and customer service. The Company has
made investments in technology and in new retail stores. Havertys plans to
continue to expand into new markets and strengthen its position in its current
market areas utilizing existing distribution infrastructure.
STORES
As of December 31, 1997, the Company operates 97 stores serving 60 cities
in 13 states. Havertys has executed a program of remodeling and expanding
showrooms and replacing smaller stores in growth markets with a new larger
format store. Accordingly, the number of retail locations has increased by only
seven since the year ended 1994, but total square footage has increased 34%.
Havertys entered two new cities during 1997: Louisville and Lexington, Kentucky.
The expansion into Kentucky was not with newly constructed stores. These leased
locations were formerly occupied by an independent furniture operator, and were
remodeled and reopened. The Company will use this approach and lease, remodel
and open six stores during 1998 in Birmingham, Alabama, Bowling Green, Kentucky,
Fredericksburg and Roanoke, Virginia and Springfield, Missouri (a new state for
Havertys).
MERCHANDISING
The Company is able to tailor its merchandise presentation to the needs and
tastes of the local market. Havertys offers many well-known brand names of
furniture, such as Broyhill, Thomasville, Lane/Action, Universal, Keller,
Hooker, Massoud, Clayton Marcus, and Drexel Heritage. The Company prefers to
carry multiple lines of furniture in order to offer the consumer broad product
choices at good values. All five regional managers are
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included in Havertys' buying team, and their input allows each store to present
a product mix that is roughly 20 to 25 percent regionalized. Each local market
manager can select from region specific items that are attractive to consumers
in their particular metropolitan area. These managers are also responsible for
pricing in their respective markets, with the exception of specific items that
are advertised chain-wide. Havertys can therefore be competitively priced in
each market while maintaining attractive gross margins.
The merchandising team develops a broad selection of merchandise for its
customers at values targeted to their income levels. Approximately six years
ago, the Company implemented a merchandising shift which has differentiated
Havertys from its competition. Management has avoided utilizing lower,
promotional price-driven merchandise favored by many national chains, which
gives Havertys a unique position for a large retailer. The Company purchases
approximately 54% of its merchandise from ten vendors and believes that adequate
merchandise sources are available to the Company. Combined with the movement
towards regional warehousing and the implementation of a centralized information
system, this provides significant purchasing power with its vendors.
Although it has only an approximate 1% national market share of the
highly-fragmented furniture retailing market, Havertys is becoming an important
customer to the largest furniture manufacturers due to its consistent track
record of profitable, controlled growth and reputable customer service. The
Company has a sizable presence with both Furniture Brands International
("Furniture Brands") and Lifestyle Furniture, the two largest manufacturers in
the industry.
In January 1998, the Company and Furniture Brands announced a strategic
alliance whereby the Company will allocate up to 50% of its retail space to
Furniture Brands' widely recognized brands, including Broyhill, Lane, and
Thomasville. Furniture Brands' lines currently account for approximately 20% of
the retail square footage in Havertys' stores. Furniture Brands will provide
Havertys with increased service support to each of its five regional
distribution centers. Implementation of the program will begin by the second
quarter of 1998, and is expected to be completed by mid-1999.
REVENUES
The following table sets forth the approximate percentage contributions by
product or service to the Company's gross revenues for the past three years:
YEAR ENDED DECEMBER 31,
----------------------------------------
1997 1996 1995
----- ----- ----
Merchandise:
Living Room Furniture...................................... 51.0% 52.2% 51.0%
Bedroom Furniture.......................................... 23.1 22.6 23.0
Dining Room Furniture...................................... 12.3 12.6 12.6
Bedding.................................................... 7.4 6.6 7.1
All Other Merchandise and Accessories...................... 3.4 3.5 3.5
Credit Service Charges....................................... 2.8 2.5 2.8
----- ----- -----
100.0% 100.0% 100.0%
===== ===== =====
DISTRIBUTION
The Company uses a regional warehouse distribution network to provide
central receiving points from vendors and distribution of product to local
market warehouses. Havertys operates three regional warehouses in Charlotte,
North Carolina; Jackson, Mississippi; and Ocala, Florida. The regional
warehouses serve all of the Company's local markets except for Dallas, Texas and
Atlanta, Georgia, which each have a metro area warehouse. The combination of
enhanced information systems, just-in-time delivery practices and close
coordination with vendors has substantially reduced the need to carry inventory
in local market warehouses. The ratio of warehouse space to selling space has
decreased over the last five years. This reduction has allowed local
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management to convert space previously used for warehousing into additional
selling space, prepping centers and cross-dock locations for local deliveries.
The distribution system currently in place will facilitate the
implementation of additional distribution improvements. Havertys is implementing
EDI and just-in-time delivery systems with its major vendors, and the Company
has purchased and is starting to roll out a new software which will allow
management to forecast inventory requirements and reorder merchandise in a more
efficient manner.
CREDIT OPERATIONS
As a service to its customers, Havertys offers a revolving charge credit
plan with credit limits determined through its on-line credit approval system.
Havertys Credit Services, Inc. ("Havertys Credit"), a wholly-owned subsidiary of
Haverty Furniture Companies, Inc., was formed in 1996 to consolidate this
function. Management believes that Havertys gains significant advantages over
its primary competitors by controlling credit approval and the quality of
customer relations rather than outsourcing these functions. Havertys Credit
currently maintains a receivables portfolio of approximately $211 million,
before deducting reserves.
Prior to 1996, Havertys' internal credit program was handled in 45
individual markets, with each having its own credit department, manager, support
personnel and overhead. However, beginning in April 1996, Havertys' credit
operations were centralized into a single credit processing and collections
office in Chattanooga, Tennessee. By July 1996, 31 mid- to large markets
accounting for approximately 90% of receivables had been transitioned to this
office. The remaining smaller cities were phased in through June 1997 concurrent
with the roll-out of the Company's automated store computer system. During the
transition period, Havertys did experience an increase in delinquencies.
However, this coincided with increases in delinquencies throughout the credit
industry. Management believes that over the long-term, this move will allow the
Company to realize significant cost savings and improvements in collection
efforts while maintaining its high level of service. Although the centralized
system is relatively new, most credit approvals are completed within ten minutes
of initial input of the customer credit application.
Havertys Credit typically requires a 15% down payment and offers financing
over 12 to 48 months, with an average term of 18 months. The standard
(non-promotional) credit service charge rate currently ranges from 18 to 21% per
annum (except for 10% in Arkansas), but will vary in the future depending on
market conditions and state laws. Havertys Credit offers a lower credit service
charge rate for individual purchases of over $3,000, and the Company also
routinely offers various interest-free periods (typically six to 12 months) as
part of promotional campaigns. About half of financed sales allow for deferred
payment periods, and, in late 1995, the deferred payment period was extended
from three months to six months from the month of purchase. The Company has not
offered payment deferrals beyond six months. Management believes that its credit
offers are a reasonable response to similar or more aggressive promotions
advertised by competitors, which therefore reduces the need to emphasize
off-price promotions to stimulate sales. In addition, unlike many of its
competitors, Havertys Credit does not charge retroactive interest to customers
who do not completely pay off the balance during a free-interest or deferred
payment period. These combined factors resulted in an average interest yield of
approximately 7.9% for 1997.
COMPETITION
The retail sale of home furnishings is a highly fragmented and competitive
business. The Company believes that the primary elements of competition in its
industry are customer service, merchandise (quality, style, selection, price,
and display) and store location and design. The degree and source of competition
varies by geographic area. The Company competes with numerous individual retail
furniture stores as well as chains and the better department stores. Department
stores benefit competitively from more established name recognition in specific
markets, a larger customer base due to their non-furnishings product lines and
proprietary credit cards.
The Company believes it has uniquely positioned itself in the marketplace
with merchandise that appeals to customers who are somewhat more affluent than
those of most other competitive furniture store chains. Management believes that
this customer segment responds more cautiously to typical discount promotions
and focuses on the real value and customer service offered by a retailer. The
Company regards its experienced sales
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personnel and personalized customer service as important factors in its
competitive success. Lastly, management believes its ability to make prompt
delivery of orders through maintenance of inventory and to tailor the inventory
to a store's local market conditions provides additional competitive advantages.
The Company currently ranks among the top five in sales for full-service retail
home furnishings store chains in the United States, based on available industry
data for 1996.
EMPLOYEES
As of December 31, 1997, the Company employed approximately 3,112
employees: 2,836 in individual retail store operations, 124 in its corporate
offices, 72 in its credit operations and 80 in its regional warehouses. No
employee of the Company is a party to any union contract and the Company
considers its employee relations to be good.
EXECUTIVE OFFICERS
The following table sets forth certain information with respect to the
executive officers of the Company:
POSITION WITH THE COMPANY
NAME AGE AND OTHER INFORMATION
---- --- -------------------------
Rawson Haverty........................................... 77 Chairman of the Board since 1984.
President from 1955 to 1984.
Chief Executive Officer from 1955 to 1990.
Director since 1947.
John E. Slater, Jr....................................... 63 President and Chief Executive Officer since
1994. Executive Vice President from 1993
to 1994. Chief Operating Officer from 1992
to 1994. Senior Vice President from 1987
to 1993. General Manager, Stores of the
Company from 1990 to 1992. Director since 1983.
Dan C. Bryant............................................ 55 Controller since 1985.
Dennis L. Fink........................................... 46 Executive Vice President since 1996 and
Chief Financial Officer since 1993.
Senior Vice President from 1993 to 1996.
Senior Vice President, Treasurer and
Chief Financial Officer and a director of
Horizon Industries, Inc., a publicly held
carpet manufacturer, from 1985 to 1992.
Jenny Hill Parker......................................... 39 Corporate Secretary since July 1997 and
Vice President, Finance since 1996.
Financial Officer since 1994. Senior
Manager at KPMG Peat Marwick LLP from
1988 to 1994 and other positions within
that firm since 1981.
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POSITION WITH THE COMPANY
NAME AGE AND OTHER INFORMATION
---- --- -------------------------
Clarence H. Smith........................................ 47 Senior Vice President and General Manager,
Stores, since 1996. Vice President,
Operations and Development, from 1994 to
1996. Vice President from 1984 to 1994.
Regional Manager and General Manager of
Atlanta, Georgia retail operations from 1986
to 1994. Director since 1989.
M. Tony Wilkerson........................................ 52 Senior Vice President, Marketing, since 1994.
Vice President, Merchandising, from 1990
to 1994.
Rawson Haverty and John Rhodes Haverty, M.D. (a director of the Company) are
first cousins. Clarence H. Smith is the nephew of Rawson Haverty and the first
cousin of Clearence H. Ridley and Rawson Haverty, Jr. (directors of the
Company). Rawson Haverty, Jr. is the son of Rawson Haverty and the first
cousin of Clarence H. Ridley and Clarence H. Smith. Clarence H. Ridley is the
nephew of Rawson Haverty and first cousin of Clarence H. Smith and Rawson
Haverty, Jr.
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ITEM 2. PROPERTIES.
The Company's executive and administrative offices are located at 866 West
Peachtree Street, N.W., Atlanta, Georgia and occupy a two-story brick building
purchased in 1971 and an adjacent, one-story brick building purchased in 1986.
These facilities contain approximately 29,000 and 15,000 square feet of working
area, respectively. Havertys Credit Services, Inc., a subsidiary, leases 15,000
square feet of office space in Chattanooga, Tennessee.
The following table sets forth information concerning the operating
facilities of the Company as of December 31, 1997:
Retail Market Area Regional
Locations (c) Warehouses Warehouses
--------- ----------- ----------
Owned (a) 48 9 3
Leased (b) 49 14 0
-- -- -
Total 97 23 3
== == =
(a) Includes capital leases on 10 facilities and three retail stores
built on sites under land leases.
(b) The leases have various termination dates through 2010 plus
renewal options.
(c) 24 of the retail locations have attached warehouse space.
In addition, as of December 31, 1997, the Company has entered into
agreements for the lease of 2 retail facilities.
1997 1996 1995
------ ------ ------
Retail square footage at December 31 (in thousands) 3,167 2,960 2,764
% Change in retail square footage 7.0% 7.1% 17.3%
Annual Net Sales per Square Foot $ 158 $ 159 $ 159
For additional information, see "Management's Discussion and Analysis of
Financial Condition and Results of Operations" included in this report under
Item 7 of Part II.
ITEM 3. LEGAL PROCEEDINGS.
There are no material pending legal proceedings, other than routine
litigation incidental to the business of the Company, to which the Company is a
party or of which any of its properties is the subject.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matter was submitted to a vote of security holders during the fourth
quarter of fiscal 1997.
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PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.
The information under the heading "Market Prices and Dividend Information"
on the last page of the Company's annual report to stockholders for the year
ended December 31, 1997, is incorporated herein by reference in response to
this item.
ITEM 6. SELECTED FINANCIAL DATA.
Selected 5-Year Financial Data on page 11 of the Company's annual report
to stockholders for the year ended December 31, 1997, is incorporated herein by
reference in response to this item.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
Management's Discussion and Analysis of Financial Condition and Results of
Operations on pages 12 through 14 of the Company's annual report to
stockholders for the year ended December 31, 1997, is incorporated herein by
reference in response to this item.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The report of the independent auditors and the financial statements on
pages 15 through 30 of the Company's annual report to stockholders for the year
ended December 31, 1997, are incorporated herein by reference.
Selected Quarterly Financial Data on page 29 of the Company's annual
report to stockholders for the year ended December 31, 1997, is incorporated
herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
Not Applicable.
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The information relating to directors of the Company contained on pages 5
through 8 of the Company's proxy statement for the 1998 annual meeting of
stockholders, dated March 23, 1998, is incorporated herein by reference.
Information relating to executive officers of the Company is included in this
report under Item 1 of Part I.
ITEM 11. EXECUTIVE COMPENSATION.
The information relating to executive compensation contained on pages 10
through 18 of the Company's proxy statement for the 1998 annual meeting of
stockholders, dated March 23, 1998, is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The information relating to security ownership of certain beneficial
owners and management contained on pages 2 through 4 of the Company's proxy
statement for the 1998 annual meeting of stockholders, dated March 23, 1998, is
incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The information relating to certain relationships and related transactions
contained on pages 16 and 17 of the Company's proxy statement for the 1998
annual meeting of stockholders, dated March 23, 1998, is incorporated herein by
reference.
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
The following exhibits, financial statements and financial statement
schedule are filed as a part of this report:
(a) (1) and (2). LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT
SCHEDULE
The following consolidated financial statements of Haverty Furniture
Companies, Inc., included in the annual report of the registrant to its
stockholders for the year ended December 31, 1997, are incorporated by
reference in Item 8:
Consolidated Balance Sheets--December 31, 1997 and 1996
Consolidated Statements of Income--Fiscal Years ended December 31,
1997, 1996 and 1995
Consolidated Statements of Stockholders' Equity--Fiscal Years ended
December 31, 1997, 1996 and 1995
Consolidated Statements of Cash Flows--Fiscal Years ended December 31,
1997, 1996 and 1995
Notes to Consolidated Financial Statements
The following financial statement schedule of Haverty Furniture
Companies, Inc. is included in Item 14(d):
Schedule II -- Valuation and Qualifying Accounts
All other schedules for which provision is made in the applicable
accounting regulations of the Securities and Exchange Commission are not
required under the related instructions or are inapplicable, and therefore have
been omitted.
(3) Exhibits.
The exhibits listed below are filed with or incorporated by reference
into this Report. Unless otherwise indicated, the exhibit number of
documents incorporated by reference corresponds to the exhibit number in
the referenced document. Exhibits 10.1 through 10.13 represent
compensatory plans.
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ------- ----------------------
*3.1 -- Articles of Incorporation of Haverty Furniture Companies, Inc.
as amended and restated on March 6, 1973, and amended on April
24, 1979, and as amended on April 25, 1985. (10-Q for the quarter
ended June 30, 1985)
*3.1.1 -- Articles of Incorporation of Haverty Furniture Companies, Inc.
as amended on April 25, 1986. (10-Q for the quarter ended March
31, 1986)
*3.1.2 -- Amendment to Articles of Incorporation of Haverty Furniture
Companies, Inc. as amended on April 28, 1989. (10-Q for the
quarter ended June 30, 1989)
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EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ------- ----------------------
*3.1.3 -- Amendment to Articles of Incorporation of Haverty Furniture
Companies, Inc. as amended on April 28, 1995. (10-K for the year
ended December 31, 1996)
*3.2.2 -- Amended and Restated By-Laws of Haverty Furniture Companies,
Inc. as amended on August 5, 1987. (10-K for the year ended
December 31, 1987)
*3.2.3 -- Amendment to By-Laws of Haverty Furniture Companies, Inc. as
amended on November 4, 1988. (10-Q for the quarter ended March
31, 1989)
*4.1 -- Note Agreement between Haverty Furniture Companies, Inc. and
The Prudential Purchasers (The Prudential Insurance Company of
America) c/o Prudential Capital Group, dated December 29, 1993.
(10-K for the year ended December 31, 1993)
*4.1.1 -- First Amendment to Note Agreement effective March 31, 1994,
between Haverty Furniture Companies, Inc. and The Prudential
Insurance Company of America. (10-K for the year ended December
31, 1994)
*4.1.2 -- Second Amendment to Note Agreement dated July 19, 1996,
between Haverty Furniture Companies, Inc. and The Prudential
Insurance Company of America, as previously amended. (10-K for
the year ended December 31, 1996)
No other instrument authorizes long-term debt securities in an
amount in excess of ten percent (10%) of the total assets of the
Company. The Company agrees to furnish copies of instruments and
agreements authorizing long-term debts of less than ten percent
(10%) of its total assets to the Commission upon request.
*10.1 -- Second Amendment and Restatement of Directors' Deferred
Compensation Plan. (10-Q for the quarter ended June 30, 1996,
Exhibit 10.1.2)
*10.2 -- Supplemental Executive Retirement Plan, effective January 1,
1983. (10-K for the year ended December 31, 1984, Exhibit 10.3)
*10.3 -- Thrift Plan and Trust, as amended and restated, effective
January 1, 1987. (Exhibit 4.1 to Registration Statement on Form
S-8, File No. 33-44285)
*10.3.1 -- Amendment No. One to Thrift Plan and Trust, as previously
amended and restated, effective July 1, 1994. (10-K for the year
ended December 31, 1996)
*10.3.2 -- Amendment No. Two to Thrift Plan and Trust, as previously
amended and restated, effective January 1, 1989. (10-K for the
year ended December 31, 1996)
*10.3.3 -- Amendment No. Three to Thrift Plan and Trust, as previously
amended and restated, effective January 1, 1997. (10-K for the
year ended December 31, 1996)
*10.4 -- 1986 Non-Qualified Stock Option Plan. (10-K for the year ended
December 31, 1987, Exhibit 10.7)
*10.5 -- 1988 Incentive Stock Option Plan, as amended. (Exhibit 4.1 to
Registration Statement on Form S-8, File No. 33-53609)
*10.6 -- 1988 Non-Qualified Stock Option Plan. (10-Q for the quarter
ended June 30, 1989, Exhibit 10.2)
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EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ------- ----------------------
*10.6.1 -- Amendment Number One to 1988 Non-Qualified Stock Option Plan.
(Registration Statement on Form S-2, File No. 33-59400, Exhibit
10.9.1)
*10.7 -- Haverty Furniture Companies, Inc. Employee Stock Purchase
Plan, as amended and restated as of February 7, 1995. (10-K for
the year ended December 31, 1994)
*10.8 -- Deferred Compensation Agreement between Haverty Furniture
Companies, Inc. and Rawson Haverty, Sr., dated December 21, 1992.
(10-K for the year ended December 31, 1993, Exhibit 10.9)
*10.9 -- 1993 Non-Qualified Stock Option Plan. (Registration Statement
on Form S-8, File No. 33-53607, Exhibit 5.1)
*10.10 -- Supplemental Executive Retirement Plan, effective January 1,
1996. (10-K for the year ended December 31, 1995)
*10.11 -- Directors' Compensation Plan as of April 26, 1996. (10-Q for
quarter ended June 30, 1996, Exhibit 10.11)
*10.12 -- Form of Agreement dated January 1, 1997, Regarding Change in
Control with the following Named Executive Officers: John E.
Slater, Jr., Dennis L. Fink, Clarence H. Smith and M. Tony
Wilkerson. (10-K for the year ended December 31, 1996)
*10.13 -- Form of Agreement dated January 1, 1997, Regarding Change in
Control with the following employee directors: Rawson Haverty,
Jr. (a Named Executive Officer) and Fred J. Bates. (10-K for the
year ended December 31, 1996)
13.1 -- Annual Report to Stockholders for the year ended December 31,
1997.
21.1 -- Subsidiaries of the Registrant
23.1 -- Consent of Ernst & Young LLP
27 -- Financial Data Schedule (for SEC use only)
- ------------------
* Incorporated by reference.
(b) No reports on Form 8-K were filed during the quarter ended
December 31, 1997.
(c) Exhibits -- The response to this portion of Item 14 is as submitted
in Item 14(a)(3).
(d) Financial Statement Schedules -- The response to this portion of
Item 14 is submitted as a separate section of this report.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed
on its behalf by the undersigned, thereunto duly authorized.
HAVERTY FURNITURE COMPANIES, INC.
Date: March 19, 1998 By: /s/ JOHN E. SLATER, JR.
------------------------------------
John E. Slater, Jr.
President and Chief Executive Officer
(Principal Executive Officer)
Date: March 19, 1998 By: /s/ DENNIS L. FINK
------------------------------------
Dennis L. Fink
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
Date: March 19, 1998 By: /s/ DAN C. BRYANT
------------------------------------
Dan C. Bryant
Controller (Principal Accounting
Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed by the following persons in the capacities and on the
dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ RAWSON HAVERTY Chairman of the Board March 19, 1998
- -------------------------------------------------------
Rawson Haverty
/s/ JOHN E. SLATER, JR. President and Chief Executive March 19, 1998
- ------------------------------------------------------- Officer; Director
John E. Slater, Jr.
/s/ FRED J. BATES Regional Manager and Director March 19, 1998
- -------------------------------------------------------
Fred J. Bates
/s/ JOHN T. GLOVER Director March 19, 1998
- -------------------------------------------------------
John T. Glover
/s/ JOHN RHODES HAVERTY, M.D. Director March 19, 1998
- -------------------------------------------------------
John Rhodes Haverty, M.D.
/s/ RAWSON HAVERTY, JR. Vice President and Director March 19, 1998
- -------------------------------------------------------
Rawson Haverty, Jr.
/s/ L. PHILLIP HUMANN Director March 19, 1998
- -------------------------------------------------------
L. Phillip Humann
/s/ LYNN H. JOHNSTON Director March 19, 1998
- -------------------------------------------------------
Lynn H. Johnston
/s/ FRANK S. MCGAUGHEY, III Director March 19, 1998
- -------------------------------------------------------
Frank S. McGaughey, III
12
14
SIGNATURE TITLE DATE
--------- ----- ----
Director March , 1998
- --------------------------------------------------------
William A. Parker, Jr.
/s/ CLARENCE H. RIDLEY Director March 19, 1998
- --------------------------------------------------------
Clarence H. Ridley
/s/ CLARENCE H. SMITH Senior Vice President March 19, 1998
- -------------------------------------------------------- and Director
Clarence H. Smith
/s/ ROBERT R. WOODSON Director March 19, 1998
- --------------------------------------------------------
Robert R. Woodson
13
15
SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS
HAVERTY FURNITURE COMPANIES, INC. AND SUBSIDIARIES
(In thousands)
Column A Column B Column C-1 Column C-2 Column D Column E
- ----------------------------------------------------------------------------------------------------------------------
Additions
Balance at charged Balance at
beginning of to costs and Deductions- end of
period expenses Other (1) describe (2) period
-------- ---------- --------------- ------------ -------
Year ended December 31, 1997:
Allowance for doubtful accounts $7,105 $7,648 $795 $7,048 $8,500
====== ====== ==== ====== ======
Year ended December 31, 1996:
Allowance for doubtful accounts $7,105 $4,416 - $4,416 $7,105
====== ====== ====== ======
Year ended December 31, 1995:
Allowance for doubtful accounts $7,105 $2,854 - $2,854 $7,105
====== ====== ====== ======
(1) Represents a reclassification of amounts related to past due accounts
receivable previously included in accrued liabilities.
(2) Uncollectible accounts written off, net of recoveries and the disposal value
of repossessions.
F-1
16
EXHIBIT INDEX
HAVERTY FURNITURE COMPANIES, INC.
10-K FOR THE YEAR ENDED DECEMBER 31, 1997
Exhibit No. Description
- ----------- -----------
13.1 Annual Report to Stockholders for the year
ended December 31, 1997.
21.1 Subsidiaries of the Registrant
23.1 Consent of Ernst & Young LLP
27 Financial Data Schedule (for SEC use only)