Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of the Securities Exchange Act of 1934
Date of Report: May 20, 2020
(Date of earliest event reported: May 15, 2020)
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HAVERTY FURNITURE COMPANIES, INC.
(Exact name of registrant as specified in its charter)
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Maryland
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1-14445
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58-0281900
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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780 Johnson Ferry Road, Suite 800,
Atlanta, Georgia 30342
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(Address of principal executive offices) ( Zip Code)
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Registrant’s telephone number, including area code: (404)
443-2900
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of
the following provisions (see General Instruction A.2. below):
□ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
□ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
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(17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock
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HVT
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NYSE
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Class A Common Stock
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HVTA
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NYSE
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging Growth Company □
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. □
Item 1.01 Entry
into a Material Definitive Agreement.
Amendment to Credit Agreement
On May 15, 2020, the Company and its subsidiary, entered into the Third Amendment to the Amended and Restated Credit Agreement by and among Haverty Furniture
Companies, Inc. and Havertys Credit Services, Inc. as the Borrowers, and Truist Bank (successor by merger to SunTrust Bank) as the Issuing Bank and Administrative Agent (the “Third Amendment”) to permit the sale-leaseback transactions discussed
below.
The foregoing description of the Third Amendment does not purport to be complete, and is qualified in its entirety by reference to the Third Amendment filed as
Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated herein by reference.
Sale-Leaseback Transaction
On May 18, 2020, Haverty Furniture Companies, Inc. (“Havertys” or the “Company”) completed the sale of three properties in Texas, Florida, and Virginia pursuant to
a Purchase Agreement, dated as of May 18, 2020 (the “Purchase Agreement”) between the Company, as seller, and HF Coppell TX Landlord, LLC, HF Lakeland FL Landlord, LLC, and HF Colonial Heights VA Landlord, LLC, as buyers. The Coppell, Texas location
has approximately 394,000 distribution square feet used to serve our western stores, 44,000 retail square feet, and 20,000 square feet of office space for call center and general management purposes. The Lakeland, Florida facility has approximately
335,000 distribution square feet, and the Colonial Heights, Virginia facility has approximately 129,000 distribution square feet.
The total purchase price for all three properties, excluding costs and taxes, is $70.0 million. Net proceeds from the sales will be used to strengthen the Company’s
liquidity and support corporate initiatives.
The foregoing description of the Purchase Agreement does not comport to be complete, and is qualified in its entirety by reference to the Purchase Agreement, filed
as Exhibit 10.2 to this Current Report on Form 8-K, which is incorporated herein by reference.
The three properties were leased back to Havertys via 15-year operating lease agreements with four renewal options of five years each. The total annual rent for all
three properties will start at $4,470,705 and will increase by 2% per year. The Company is responsible for the operating costs for the properties including maintenance, insurance, and taxes.
The foregoing description of the lease agreements does not purport to be complete, and is qualified in its entirety to the Lease Agreements for each property,
filed as Exhibit 10.3, Exhibit 10.4, and Exhibit 10.5 to this Current Report on Form 8-K , which is incorporated herein by reference.
Item 2.01 Completion
of Acquisition or Disposition of Assets.
The information in Item 1.01 above is incorporated by reference into this Item 2.01.
Item 2.02 Results
of Operations and Financial Condition
On May 20, 2020, Havertys issued a press release regarding its results of operations for the quarter ended March 31, 2020, declaration of second quarter dividend,
and the completion of the $70.0 million sale-leaseback transaction. A copy of the press release is furnished as Exhibit 99.1. The attached Exhibit 99.1 is not filed but is furnished to comply with Regulation FD. The information disclosed in this Item
2.02 Current Report on Form 8-K is not considered to be filed” for purposes of Section 18 of the Securities and Exchange Act of 1934 and is not subject to the liabilities of that section.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under
an Off-Balance Sheet Arrangement of a Registrant.
The information in Item 1.01 above is incorporated by reference into this Item 2.03.
Item 5.07 Submission of
Matters to a Vote of Security Holders.
(a) On May 15, 2020, Havertys held its annual meeting of
stockholders. In the election of directors, the holders of shares of Class A common stock and common stock vote as separate classes in accordance with the Company's Charter.
For all other matters, the holders of shares of common stock and Class A common stock vote together as a single class and holders of common stock are entitled to one vote for each share of stock and holders of Class A common stock are entitled to
ten votes for each share of stock. At the meeting of stockholders, a plurality of votes is required in the election of each class of directors and for all other matters’ approval requires an affirmative vote of a combined majority of the votes
cast.
(b) Represented at the meeting in person or by proxy were 1,189,795
shares of Class A common stock, or approximately 77.68% of eligible Class A common stock, and 16,241,375 shares of common stock, or approximately 94.49% of eligible common stock shares.
The final voting results for each proposal, each of which is described in greater detail in Havertys' definitive proxy statement filed with the
Securities and Exchange Commission on April 1, 2020, follow below:
Proposal 1: Election of Class A common stock directors.
The holders of Class A common stock elected all six director nominees at the annual meeting to serve a one-year term. The voting results were as
follows:
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Nominee
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For
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Withheld
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Broker
Non-Vote
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John T. Glover
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461,852
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1,260
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726,683
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Rawson Haverty, Jr.
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463,052
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60
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726,683
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Mylle H. Mangum
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461,852
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1,260
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726,683
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Vicki R. Palmer
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463,052
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60
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726,683
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Clarence H. Smith
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461,852
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1,260
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726,683
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Al Trujillo
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463,052
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60
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726,683
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Proposal 1: Election of
common stock directors.
The holders of common stock elected both director nominees at the annual meeting to serve a one-year term. The voting results were as follows:
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Nominee
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For
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Withheld
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Broker
Non-Vote
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L. Allison Dukes
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14,747,775
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265,457
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1,228,143
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G. Thomas Hough
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14,993,715
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19,517
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1,228,143
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Ratification of Grant Thornton LLP as our independent auditor:
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The stockholders ratified the selection of Grant Thornton LLP as our independent auditors for the fiscal year ending December 31, 2020. The
voting results were as follows:
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For
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Against
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Abstain
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Broker
Non-Vote
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Ratification of Grant Thornton LLP
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28,129,845
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7,539
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1,941
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0
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Item 9.01 Financial Statements and Exhibits
(d) Exhibits. The following exhibits are furnished as part of this Report:
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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HAVERTY FURNITURE COMPANIES, INC.
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May 20, 2020
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By:
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Jenny Hill Parker
Senior Vice President, Finance and
Corporate Secretary
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