(Exact name of registrant as specified in its charter)
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
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. [X]
The aggregate market value of the voting stock of the registrant held by non-affiliates of the registrant as of February 28, 2001, was $195,571,861. 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 16, 2001, the number of shares outstanding of the registrant’s two classes of $1.00 par value common stock were: Common Stock – 16,098,224; Class A Common Stock – 4,745,614.
Portions of the registrant’s proxy statement dated March 23, 2001, for the 2001 annual meeting of stockholders are incorporated by reference herein in response to Part III of this report, except information on executive officers, which is included in Part I of this report.
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. Examples of such statements in this report include descriptions of our plans with respect to new store openings and relocations, our plans to enter new markets and expectations relating to our continuing growth. These statements are subject to certain risks and uncertainties that could cause actual results to differ materially from the Company’s historical experience and its present expectations or projections. Management believes that these forward-looking statements are reasonable; however, you should not place undue reliance on such statements. Such statements speak only as of the date they are made and we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of future events, new information or otherwise. The following are some of the factors that could cause the Company’s actual results to differ materially from the expected results described in the Company’s forward-looking statements: the ability to maintain favorable arrangements and relationships with key suppliers (including domestic and international sourcing); conditions affecting the availability and affordability of retail real estate sites; the ability to attract, train and retain highly qualified associates to staff corporate positions, existing and new stores and distribution facilities; general economic and financial market conditions, which affect consumer confidence and the spending environment for high ticket items; competition in the retail furniture industry; changes in laws and regulations, including changes in accounting standards, tax statutes or regulations.
Haverty Furniture Companies, Inc. (the “Company” or “Havertys”) is a full-service home furnishings retailer. The Company operates 106 showrooms in 14 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 780 Johnson Ferry Road, Suite 800, Atlanta, Georgia 30342.
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 value and selection, product and image oriented advertising, and customer service. The Company has made investments in technology to improve operating efficiencies and investments 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.
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As of December 31, 2000, the Company operated 106 stores serving 68 cities in 14 states. Havertys has executed a program of remodeling and expanding showrooms and replacing older smaller stores in growth markets with new larger stores. Accordingly, the number of retail locations has increased by only sixteen since the year ended 1994, but total square footage has increased approximately 51%. The Company opened two newly constructed stores in 2000 which incorporate certain design element refinements. These new stores are in two existing markets. The Company remodeled two former retail furniture stores, opening one in a new market and one as a replacement store. During 2000, the Company also closed two small stores and added its second La-Z-Boy store. Four of the new stores were opened during the fourth quarter of 2000 and the other was opened near the end of the third quarter. The Company opened eight stores during 1999, one store in each of three new markets, three additional store locations in existing markets, and two replacement stores. The Company also closed three stores (including a clearance center) which were not replaced. During 2001, the Company will open a newly constructed store in an existing market, two replacement stores, and remodel and expand an existing location.
The Company is able to tailor its merchandise presentation to the needs and tastes of the local markets. Havertys offers many well-known brand names of furniture, such as Broyhill, Thomasville, Lane/Action, La-Z-Boy, and Clayton Marcus. The Company prefers to carry multiple lines of furniture in order to offer the consumer broad product choices at good values. These include many key items and groups from well known, quality suppliers who have established somewhat less consumer brand awareness. All five regional managers are 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. Management has avoided utilizing lower, promotional price-driven merchandise favored by many national chains, which management believes gives Havertys a unique position for a large retailer. The Company purchases approximately 63% of its merchandise from ten vendors and believes that adequate merchandise sources are available to the Company. Combined with the movement to regional merchandising and warehousing and the implementation of a centralized information system, the Company has significant purchasing power with its vendors.
Although it has only an estimated 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.
In February 1998, the Company and Furniture Brands International (“Furniture Brands”) announced a strategic alliance whereby the Company would allocate up to 50% of its retail square footage, excluding bedding display, to products supplied by Furniture Brands. Furniture Brands’ lines include widely recognized brands such as Broyhill, Lane, and Thomasville. Because of the alliance, the Company has received increased service support to each of its five regional or metropolitan area distribution centers and is allowed certain priorities in selecting new products.
During 2000, the Company began selling merchandise that bears the Havertys brand. These items were developed primarily with manufacturers whose names do not carry the same level of customer
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awareness as Havertys. These products are sold exclusively by the Company in its markets and generally carry a modestly higher gross margin. This better return is useful in offsetting the somewhat lower gross margins typically associated with higher-end merchandise sold under well known manufacturer brands. At the end of 2000, Havertys branded product represented approximately 10% of the Company’s core assortment and it is expected that this will increase to 25% by the end of 2001. This merchandise should assist the Company in protecting its profitability during a severely slowing economy when a more promotional stance might be required.
The following table sets forth the approximate percentage contributions by product or service to the Company’s gross revenues for the past three years:
The Company uses a regional warehouse distribution network to provide central receiving points from vendors and distribution of product to local market warehouses. Havertys has three regional warehouses operating 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, each of which has a metropolitan 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. Local market area warehouses are primarily used as prepping centers and cross-dock locations for local deliveries.
The distribution system currently in place will facilitate the implementation of additional distribution improvements. Havertys has implemented EDI and just-in-time delivery systems with its major vendors, and the Company uses a software system which allows management to forecast inventory requirements and reorder merchandise in an efficient manner. During 2000, the Company completed the implementation of a new warehouse management system in its regional warehouses and in the Dallas, Texas and Atlanta, Georgia warehouses. This system is designed to increase productivity and expand the capabilities of the warehouse facilities.
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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 certain 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 $182 million, before deducting reserves.
Havertys Credit typically requires a 15% down payment and offers financing over 12 to 48 months, with an average term of 15 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 four to 12 months) as part of promotional campaigns. The financing program chosen most frequently by the Company’s customers is a 12 month, no interest and 12 equal payments promotion which represented approximately 65% of financed 2000 sales. The program, which allows for deferred payment periods of up to 4 months and no interest, accounted for approximately 22% of financed 2000 sales. The Company has not offered payment deferrals beyond six months although many competitor programs include deferrals and free interest for up to 18 months. Management believes that its credit offers are a reasonable response to similar or more aggressive promotions advertised by competitors, which therefore reduced the need to emphasize off-price promotions to stimulate sales. Unlike many of its competitors, Havertys Credit does not charge retroactive interest to customers who do not completely pay off the balance during an interest-free or deferred payment period in part because such periods are not as long as those offered by competitors. The amount financed under the Company’s credit programs as a percent of net sales was 46% in both 2000 and 1999 as customers continued their increased usage of third party credit cards and cash. These combined factors resulted in an average interest yield of approximately 7% for 2000.
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), image and product oriented advertising 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 considers its experienced sales 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 1999.
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As of December 31, 2000, the Company employed approximately 3,869 employees: 3,541 in individual retail store operations, 159 in its corporate offices, 67 in its credit operations and 102 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.
The following table sets forth certain information with respect to the executive officers of the Company:
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Rawson Haverty is the father of Rawson Haverty, Jr., and uncle of Clarence H. Smith and Clarence H. Ridley. Rawson Haverty, Jr. is the son of Rawson Haverty and the first cousin of Clarence H. Ridley and Clarence H. Smith. Clarence H. Smith is the nephew of Rawson Haverty and the first cousin of Clarence H. Ridley and Rawson Haverty, Jr. (directors of the Company). Clarence H. Ridley is the nephew of Rawson Haverty and first cousin of Clarence H. Smith and Rawson Haverty, Jr.
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The Company’s executive and administrative offices are located at 780 Johnson Ferry Road, Suite 800, Atlanta, Georgia. These leased facilities contain approximately 45,000 square feet of office space on two floors of a mid-rise office building. 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, 2000.
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.
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.
No matter was submitted to a vote of security holders during the fourth quarter of fiscal 2000.
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The information under the heading “Market Prices and Dividend Information” on page 38 of the Company’s annual report to stockholders for the year ended December 31, 2000, is incorporated herein by reference in response to this item.
Selected 5-Year Financial Data on page 23 of the Company’s annual report to stockholders for the year ended December 31, 2000, is incorporated herein by reference in response to this item.
The information under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 18 through 22 of the Company’s annual report to stockholders for the year ended December 31, 2000, is incorporated herein by reference in response to this item.
The information under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 18 through 22, and contained in Note 7 — Long-Term Debt and Capital Lease Obligations on pages 30 and 31 of the Company’s annual report to stockholders for the year ended December 31, 2000, is incorporated herein by reference in response to this item.
The report of the independent auditors and the financial statements on pages 24 through 37 of the Company’s annual report to stockholders for the year ended December 31, 2000, are incorporated herein by reference.
Selected Quarterly Financial Data on page 36 of the Company’s annual report to stockholders for the year ended December 31, 2000, is incorporated herein by reference.
Not Applicable.
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The information relating to directors of the Company contained on pages 8 through 11 of the Company’s proxy statement for the 2001 annual meeting of stockholders, dated March 23, 2001, is incorporated herein by reference. Information relating to executive officers of the Company is included in this report under Item 1 of Part I.
The information relating to executive compensation contained on pages 15 through 24 of the Company’s proxy statement for the 2001 annual meeting of stockholders, dated March 23, 2001, is incorporated herein by reference.
The information relating to security ownership of certain beneficial owners contained on pages 5 through 7 of the Company’s proxy statement for the 2001 annual meeting of stockholders, dated March 23, 2001, is incorporated herein by reference.
The information relating to certain relationships and related transactions contained on page 21 of the Company’s proxy statement for the 2001 annual meeting of stockholders, dated March 23, 2001, is incorporated herein by reference.
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The following exhibits, financial statements and financial statement schedule are filed as a part of this report:
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No reports on Form 8-K were filed during the quarter ended December 31, 2000. Exhibits –The response to this portion of Item 14 is as submitted in Item 14(a)(3).Financial Statement Schedules –The response to this portion of Item 14 is submitted as a separate section of this report.
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.
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.
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