SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (MARK ONE) /X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2000 OR / / TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM______TO______ 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 -------------- ------------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) 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 ----- ----- The number of shares outstanding of the registrant's two classes of $1 par value common stock as of July 17, 2000 were: Common Stock - 15,819,912, Class A Common Stock - 4,755,514.
H A V E R T Y F U R N I T U R E C O M P A N I E S, I N C. I N D E X <TABLE> <CAPTION> Page No. -------- <S> <C> Part I. Financial Information: Condensed Consolidated Balance Sheets - June 30, 2000 and December 31, 1999 1 Condensed Consolidated Statements of Income - Quarter and six months ended June 30, 2000 and 1999 3 Condensed Consolidated Statements of Cash Flows - Six months ended June 30, 2000 and 1999 5 Notes to Condensed Consolidated Financial Statements 6 Management's Discussion and Analysis of Financial Condition and Results of Operations 8 Quantitative and Qualitative Disclosure of Market Risk 13 Part II. Other Information 14 </TABLE>
PART 1. FINANCIAL INFORMATION - -------------------------------------------------------------------------------- HAVERTY FURNITURE COMPANIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands, except per share data) <TABLE> <CAPTION> June 30 December 31 2000 1999 -------------- -------------- <S> <C> <C> ASSETS Current Assets Cash and cash equivalents $ 1,186 $ 1,762 Accounts receivable 165,444 186,090 Less allowance for doubtful accounts ( 6,750) ( 7,000) -------------- -------------- 158,694 179,090 Inventories, at LIFO 108,868 84,447 Other current assets 8,132 6,379 -------------- -------------- Total Current Assets 276,880 271,678 Property and equipment 230,487 222,999 Less accumulated depreciation and amortization ( 97,806) ( 96,002) -------------- -------------- 132,681 126,997 Other assets 5,065 5,973 -------------- -------------- $ 414,626 $ 404,648 ============== ============== </TABLE> 1
HAVERTY FURNITURE COMPANIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (Continued) <TABLE> <CAPTION> June 30 December 31 2000 1999 -------------- -------------- <S> <C> <C> LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities Notes payable to banks $ 6,600 $ 8,800 Accounts payable and accrued expenses 69,092 77,543 Current portion of long-term debt and capital lease obligations 11,257 12,091 -------------- -------------- Total Current Liabilities 86,949 98,434 Long-term debt and capital lease obligations, less current portion 160,168 134,687 Other liabilities 2,842 2,734 Stockholders' Equity Capital stock, par value $1 per share - - Preferred Stock, Authorized: 1,000 shares; Issued: None Common Stock, Authorized: 50,000 shares; Issued: 2000- - 21,759 shares; 1999 - - 21,639 shares (including shares in treasury: 2000 and 1999 - - 5,939 and 4,810, respectively) 21,759 21,639 Convertible Class A Common Stock, Authorized: 15,000 shares; Issued: 2000 - - 5,278 shares; 1999 - - 5,303 shares (including shares in treasury: 2000 and 1999 - - 522) 5,278 5,303 Additional paid-in capital 32,546 32,004 Retained earnings 163,311 156,428 -------------- -------------- 222,894 215,374 Less cost of Common Stock and Convertible Class A Common Stock in treasury ( 58,227) ( 46,581) -------------- -------------- 164,667 168,793 -------------- -------------- $ 414,626 $ 404,648 ============== ============== </TABLE> See notes to condensed consolidated financial statements. 2
HAVERTY FURNITURE COMPANIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME (In thousands, except per share data) <TABLE> <CAPTION> Quarter Ended Six Months Ended June 30 June 30 ------------------------------- ----------------------------- 2000 1999 2000 1999 ------------- ------------ ------------- ------------ <S> <C> <C> <C> <C> Net sales $ 164,413 $ 142,239 $ 328,154 $ 292,020 Cost of goods sold 86,943 75,237 172,056 154,210 ------------- ------------ ------------- ------------ Gross profit 77,470 67,002 156,098 137,810 Credit service charges 3,194 3,834 6,564 7,814 ------------- ------------ ------------- ------------ Gross profit and other revenue 80,664 70,836 162,662 145,624 Expenses: Selling, general and administrative 67,509 59,292 135,525 119,892 Interest 3,061 2,963 5,926 6,023 Provision for doubtful accounts 888 830 1,821 2,200 Other expense (income), net 99 ( 14) 33 ( 85) ------------- ------------ ------------- ------------ Total Expenses 71,557 63,071 143,305 128,030 ------------- ------------ ------------- ------------ Income before income taxes and cumulative effect of a change in accounting principle 9,107 7,765 19,357 17,594 Income taxes 3,324 2,795 7,065 6,334 ------------- ------------ ------------- ------------ Income before cumulative effect of a change in accounting principle 5,783 4,970 12,292 11,260 Cumulative effect on prior years (to December 31, 1999) of changing to a different revenue recognition method -- -- 3,356 -- ------------- ------------ ------------- ------------ Net income $ 5,783 $ 4,970 $ 8,936 $ 11,260 ============= ============ ============= ============ </TABLE> 3
HAVERTY FURNITURE COMPANIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Continued) <TABLE> <CAPTION> Quarter Ended Six Months Ended June 30 June 30 ------------------------------- ----------------------------- 2000 1999 2000 1999 ------------- ------------- ------------- ----------- <S> <C> <C> <C> <C> Weighted average common shares 20,522 22,388 20,725 22,340 Weighted average diluted common shares 20,961 23,184 21,161 23,056 Earnings per common share: Income before cumulative effect of a change in accounting principle $ 0.28 $ 0.22 $ 0.59 $ 0.50 Cumulative effect on prior years (to December 31, 1999) of changing to a different revenue recognition method -- -- (0.16) -- ------------- ------------ ------------- ----------- Net income $ 0.28 $ 0.22 $ 0.43 $ 0.50 ============= ============ ============= ============ Diluted earnings per common share: Income before cumulative effect of a change in accounting principle $ 0.28 $ 0.21 $ 0.58 $ 0.49 Cumulative effect on prior years (to December 31, 1999) of changing to a different revenue recognition method -- -- (0.16) -- ------------- ------------ ------------- ----------- Net income $ 0.28 $ 0.21 $ 0.42 $ 0.49 ============= ============ ============= =========== Cash dividends per common share: Common Stock $ 0.0500 $ 0.0475 $ 0.100 $ 0.090 Class A Common Stock $ 0.0475 $ 0.0450 $ 0.095 $ 0.085 </TABLE> See notes to condensed consolidated financial statements. 4
HAVERTY FURNITURE COMPANIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) <TABLE> <CAPTION> Six Months Ended June 30 --------------------------------------------- 2000 1999 -------------- -------------- <S> <C> <C> Operating Activities Net income $ 8,936 $ 11,260 Adjustments to reconcile net income to net cash provided by operating activities: Cumulative effect of a change in accounting principle 3,356 -- Depreciation and amortization 7,909 7,270 Provision for doubtful accounts 1,821 2,200 Deferred income taxes 1,170 -- Gain on sale of property and equipment ( 1,736) ( 3) -------------- -------------- Subtotal 21,456 20,727 Changes in operating assets and liabilities: Accounts receivable 7,936 16,360 Inventories ( 13,848) 162 Other current assets ( 1,521) ( 1,072) Accounts payable and accrued expenses ( 8,459) 3,301 Income taxes ( 3,859) ( 667) -------------- -------------- Net cash provided by operating activities 1,705 38,811 -------------- -------------- Investing Activities Purchases of property and equipment ( 16,397) ( 15,403) Proceeds from sale of property and equipment 4,540 49 Other investing activities 83 359 -------------- -------------- Net cash used in investing activities ( 11,774) ( 14,995) -------------- -------------- Financing Activities Net increase (decrease) in borrowings under revolving credit facilities 29,800 ( 17,500) Payment of long-term debt and capital lease obligations ( 7,353) ( 4,484) Purchase of treasury stock ( 11,646) ( 2,311) Exercise of stock options 637 2,279 Dividends paid ( 2,053) ( 1,984) Other financing activities 108 71 -------------- -------------- Net cash provided by (used in) financing activities 9,493 ( 23,929) -------------- -------------- Decrease in cash and cash equivalents ( 576) ( 113) Cash and cash equivalents at beginning of period 1,762 1,874 -------------- -------------- Cash and cash equivalents at end of period $ 1,186 $ 1,761 ============== ============== </TABLE> See notes to condensed consolidated financial statements. 5
HAVERTY FURNITURE COMPANIES, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE A - BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and, therefore, do not include all information and footnotes required by generally accepted accounting principles for complete financial statements. The financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. In the opinion of management, all adjustments considered necessary for a fair presentation have been included and all such adjustments are of a normal recurring nature. Earnings per share and all shares outstanding have been restated to record the effect of the 2-for-1 stock split on August 25, 1999. NOTE B - CHANGE IN ACCOUNTING PRINCIPLE In December 1999, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 101, Revenue Recognition in Financial Statements. This bulletin provides guidance on revenue recognition matters and, in accordance therewith, the Company changed its method of recognizing sales effective January 1, 2000. Under the new method, revenue from merchandise sales is recognized upon delivery to the customer. Previously, the Company recognized revenue for sales of merchandise when certain criteria were met, such as receipt of full payment, credit approval for charge sales and merchandise in stock. These conditions were typically met at the point of sale. The Company changed its method of revenue recognition on January 1, 2000. Accordingly, it is impractical to determine income utilizing the billed method for 2000. Revenues recognized in the first quarter of 2000 that were included in undelivered sales at December 31, 1999, aggregated approximately $19,000,000. The cumulative effect of the accounting change decreased net income by $3,356,000 and was recorded in the three months period ended March 31, 2000. The pro forma amounts shown below have been adjusted assuming that the change in the revenue recognition method had occurred prior to January 1, 1999 (in thousands, except per share data): <TABLE> <CAPTION> Quarter Ended Six Months Ended June 30 June 30 ------------------------ -------------------------- Proforma Proforma Proforma 2000 1999 2000 1999 ------------------------ ----------- ----------- <S> <C> <C> <C> <C> Net income $ 5,783 $ 4,934 $ 12,292 $ 10,369 Basic earnings per share $ 0.28 $ 0.22 $ 0.59 $ 0.46 Diluted earnings per share $ 0.28 $ 0.21 $ 0.58 $ 0.45 </TABLE> 6
HAVERTY FURNITURE COMPANIES, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) NOTE C - INTERIM LIFO CALCULATIONS An actual valuation of inventory under the LIFO method can be made only at the end of each year based on the inventory levels and costs at that time. Accordingly, interim LIFO calculations must necessarily be based on management's estimates of expected year-end inventory levels and costs. Since these are affected by factors beyond management's control, interim results are subject to the final year-end LIFO inventory valuation. 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FORWARD-LOOKING INFORMATION Certain statements we make in this report, and other written or oral statements made by or on behalf of the Company, may constitute "forward-looking statements" within the meaning of the federal securities laws. 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 statement, 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 big ticket items; competition in the retail furniture industry, changes in laws and regulations, including changes in accounting standards, tax statutes or regulations. CHANGE IN ACCOUNTING PRINCIPLE The Company changed its accounting method for recognizing revenues on January 1, 2000, and is now recording merchandise sales upon delivery to the customer. Historically, sales were recognized and "billed" prior to delivery when certain criteria were met, such as receipt of full payment, credit approval for charge sales and merchandise in stock. The change is consistent with new guidance on revenue recognition provided by the Securities and Exchange Commission Staff Accounting Bulletin No. 101 - Revenue Recognition in Financial Statements. The implementation of this change was accounted for as a change in accounting principle and applied cumulatively as if the change occurred at January 1, 2000. 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) The following table outlines the results for the second quarter and the six months ended June 30, 2000, 1999, and 1999 pro forma results, assuming that the change in the revenue recognition method had occurred prior to January 1, 1999 (in thousands): <TABLE> <CAPTION> Quarter Ended Six Months Ended June 30, June 30, --------------------------------------- ---------------------------------------- Pro forma Pro forma 2000 1999 1999 2000 1999 1999 ----------- ----------- ----------- ----------- ------------ ------------ <S> <C> <C> <C> <C> <C> <C> Net sales $ 164,413 $ 142,239 $ 141,794 $ 328,154 $ 292,020 $ 287,352 Cost of goods sold 86,943 75,237 74,993 172,056 154,210 151,658 ----------- ----------- ----------- ----------- ------------ ------------ Gross profit 77,470 67,002 66,801 156,098 137,810 135,694 Credit service charges 3,194 3,834 3,834 6,564 7,814 7,814 ----------- ----------- ----------- ----------- ------------ ------------ Gross profit and other revenue 80,664 70,836 70,635 162,662 145,624 143,508 Expenses: Selling, general and administrative 67,509 59,292 59,148 135,525 119,892 119,168 Interest 3,061 2,963 2,963 5,926 6,023 6,023 Provision for doubtful accounts 888 830 830 1,821 2,200 2,200 Other expense (income), net 99 (14) (14) 33 (85) (85) ----------- ----------- ----------- ----------- ------------ ------------ Total expenses 71,557 63,071 62,927 143,305 128,030 127,306 ----------- ----------- ----------- ----------- ------------ ------------ Income before income taxes and cumulative effect of a change in accounting principle 9,107 7,765 7,708 19,357 17,594 16,202 Income taxes 3,324 2,795 2,774 7,065 6,334 5,833 ----------- ----------- ----------- ----------- ------------ ------------ Income before cumulative effect of a Change in accounting principle $ 5,783 $ 4,970 $ 4,934 $ 12,292 $ 11,260 $ 10,369 Cumulative effect on prior years (to December 31, 1999) of changing to a different revenue recognition method -- -- -- (3,356) -- -- ----------- ----------- ----------- ----------- ------------ ------------ Net income $ 5,783 $ 4,970 $ 4,934 $ 8,936 $ 11,260 $ 10,369 =========== =========== =========== =========== ============ ============= </TABLE> 9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) RESULTS OF OPERATIONS Net sales for the second quarter and six months ended June 30, 2000 increased 16.0% and 14.2% over the pro forma sales for the same periods for 1999, respectively. It is not practical for the Company to compute comparable-store sales utilizing the new delivered basis of revenue recognition. Calculated on the billed basis, comparable-store sales increased 9.6% for both the second quarter and six months period. The Company's two largest markets, Dallas and Atlanta, and its Florida and Texas regions continued to experience the strongest comparable-store sales increases. A store's results are included in the comparable-store sales computation beginning with the one-year anniversary of its opening, expansion, or the date when it was otherwise non-comparable. Management believes that the sales increases are attributable to the economic strength of its target customer and the Company's focus on brand name products and effective merchandising in its stores. Gross profit, as a percent of net sales, was 47.1% for the second quarter of 2000 which was unchanged as compared to the pro forma amount in the 1999 period and 47.6% compared to 47.2% for the six months ended June 30, 2000 and 1999, respectively. Inventory close out sales had been lower than normal in the first quarter of 2000 and margins in the second quarter reflected increases in this activity. Management anticipates that margins will improve from the second quarter level in the typically stronger second half of the year. Second quarter credit service charge revenues decreased to 1.9% of net sales from 2.7% on a pro forma basis in the prior year period and to 2.0% from 2.7% for the six months ended June 30, 2000 and 1999, respectively. This reduction is due to a lower average outstanding accounts receivable portfolio and to a shift toward more consumer usage of the "12 month no interest with 12 equal payments" promotion rather than deferred-payment promotions. Selling, general and administrative expenses, as a percent of net sales, decreased to 41.1% from 41.7% for the quarter and to 41.3% from 41.5% for the six months ended June 30 as compared to the prior year periods on a pro forma basis. Continued leveraging of fixed costs, particularly administrative and occupancy costs, have contributed to these improvements. These gains were partially offset by increases in warehouse and delivery costs as the Company focuses on shortening the delivery cycle to the customer. Interest expense decreased as a percent of net sales, to 1.9% from 2.1% and to 1.8% from 2.1%, for the quarter and six months ended June 30, 2000 and 1999 on a pro forma basis. The Company's effective interest rate was slightly higher at 7.2% for the quarter and six-month period with an increase in average debt levels of 2.8% for the quarter and a decrease of 2.8% for the six-month period, respectively, from the year-earlier periods. The provision for doubtful accounts, as a percentage of net sales, decreased to 0.5% from 0.6% and to 0.6% from 0.8% for the quarter and six months ended June 30, 2000 and 1999 on a pro forma basis. This reduction reflects the continuing trend of decreased delinquencies and bankruptcies experienced by the Company over the last two years. These combined factors led to a $150,000 reduction in the second quarter provision for doubtful accounts as prescribed by the Company's methodology for calculating the required allowance. Management does not expect any significant changes in the current consumer credit environment with respect to its target customers for the remainder of 2000. 10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) Other expense, net, of $0.99 million for the quarter ended June 30, 2000, is primarily related to the Company's real estate. The Company recognized certain costs related to retail stores approved by management for closure or replacement. These costs were almost completely offset by the gain from the sale of the Company's former corporate offices in Atlanta, Georgia. Diluted earnings per share before the cumulative effect of an accounting change were $0.28 and $0.21 pro forma for the second quarter and $0.58 and $0.45 pro forma for the six months ended June 30, 2000, and 1999, on approximately 2.2 million fewer and 1.9 million fewer weighted average diluted shares outstanding, respectively. LIQUIDITY AND SOURCES OF CAPITAL The Company has historically used internally generated funds, bank borrowings and private placements with institutions to finance its continuing operations and growth. Net cash provided by operating activities was $1.7 million during the first six months of 2000. Inventory increased $12.7 million during the first quarter and an additional $1.1 million during the second quarter. Although in line with sales increases, the inventory increases are higher than management's expectations, and a review of those markets which exceeded their targeted inventory levels is in process. Management expects that inventory will not increase during the historically stronger second half of the year. Investing activities used $11.8 million of cash during the six months ended June 30, 2000. Capital expenditures during the period were $16.4 million for new store construction and renovations that will be completed later in the year as well as leasehold improvements, equipment and furniture and fixtures associated with the Company's relocation of its corporate offices. Financing activities provided $9.5 million of cash during the six months ended June 30, 2000. Borrowings under the Company's revolving credit facilities increased $29.8 million. Financing activities also included the use of $11.6 million for the stock repurchase program. In addition to cash flow from operations, the Company uses bank lines of credit on an interim basis to finance capital expenditures and repay long-term debt. Longer-term transactions such as private placements of senior notes, sale/leasebacks and mortgage financings are used periodically to reduce short-term borrowings and manage interest-rate risk. The Company pursues a diversified approach to its financing requirements and balances its overall capital structure, as determined by the interest rate environment, with fixed-rate debt and interest rate swap agreements to reduce the impact of changes in interest rates on its variable rate debt (58.3% of total debt was fixed or interest rate protected as of June 30, 2000). The Company's average effective interest rate on all borrowings (excluding capital leases) was 7.0% at June 30, 2000. Capital expenditures for the remainder of 2000 are presently expected to include the construction of two new store locations in existing markets, improvements to three new leased store locations, the remodeling of two existing stores, and the expansion and remodeling of one existing store. The preliminary estimate of capital expenditures in 2000 is approximately $30 million, which also includes a portion of the construction costs for two new stores which will open in 2001. Funds available from operations, bank lines of credit and other possible financing transactions are expected to be adequate to finance the Company's planned expenditures. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION 11
AND RESULTS OF OPERATIONS (Continued) SEASONALITY Although the Company does not consider its business to be seasonal, sales are somewhat higher in the second half of the year, particularly in the fourth quarter. 12
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE OF MARKET RISK During the second quarter, the Company terminated four interest rate swap agreements, entered into a new agreement, and one agreement matured. At June 30, 2000, the Company had two outstanding agreements, having national amounts of $30,000,000 and $10,000,000 at rates of 5.57% maturing in 2003 and 5.74% maturing in 2000, respectively. Under the agreements, the Company makes payments at fixed rates and receives payments at variable rates which are based on LIBOR, adjusted quarterly. 13
PART II. OTHER INFORMATION Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. The 2000 Annual Meeting of Stockholders of the Company was held on April 28, 2000. At the meeting the following persons were elected by the holders of Common Stock to serve for a term of one year and until their successors are elected: Robert R. Woodson L. Phillip Humann John T. Glover Mylle B. Mangum The number of votes cast "for" or "withheld" was as follows for each of the above nominees: For = 14,116,920, Withheld = 305,230. The holders of Class A Common Stock elected the following persons to serve for a term of one year and until their successors are elected: Rawson Haverty Clarence H. Smith John E. Slater, Jr. Rawson Haverty, Jr. Clarence H. Ridley Frank S. McGaughey, III Fred J. Bates M. Tony Wilkerson Lynn H. Johnston The number of votes cast by the holders of Class A Common Stock was as follows: Mr. Wilkerson: For = 4,300,362, Withheld = 197,058; for each of the remaining nominees: For = 4,487,426, Withheld = 9,994. 14
PART II. OTHER INFORMATION (Continued) Item 5. OTHER INFORMATION As stated in the Company's 2000 Proxy Statement, proposals by stockholders intended to be presented at the 2001 Annual Meeting must be received at the office of the Company no later than November 21, 2000, for inclusion in the Company's Proxy Statement for the 2001 Annual Meeting. In connection with the Company's Annual Meeting of Shareholders to be held in 2001, if the Company does not receive notice of a matter or proposal to be considered by February 5, 2001, then the persons appointed by the Board of Directors to act as the proxies for such Annual Meeting (named in the form of proxy) will be allowed to use their discretionary voting authority with respect to any such matter or proposal at the Annual Meeting, if such matter or proposal is raised at the Annual Meeting. Item 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits filed with this report. 27 - - Financial Data Schedule. (b) Reports on Form 8-K. None. 15
S I G N A T U R E S 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 thereunto duly authorized. HAVERTY FURNITURE COMPANIES, INC. (Registrant) Date JULY 19, 2000 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 16