8-K

UNITED STATESSECURITIES 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:  October 31, 2019

(Date of earliest event reported:  October 30, 2019)

______________

HAVERTY FURNITURE COMPANIES, INC.

(Exact name of registrant as specified in its charter)

______________

Maryland	1-14445	58-0281900
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer   Identification No.)
780 Johnson Ferry Road, Suite 800, Atlanta, Georgia 30342
(Address of principal executive officers) ( Zip Code)
Telephone number, including area code: (404) 443-2900

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 (17CFR240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR240.13e-4(c))

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).   ☐

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 2.02  Results of Operations and Financial Condition

On October 30, 2019, Haverty Furniture Companies, Inc. (the “Company”) issued a press release regarding its results of operations for the quarter and nine months ended September 30, 2019.  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 9.01  Financial Statements, Pro Forma Financial Information and Exhibits

(c)Exhibits

99.1  Press Release dated October 30, 2019.

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.

		HAVERTY FURNITURE COMPANIES, INC.
October 31, 2019	By:
		Jenny Hill Parker Senior Vice President, Finance and Corporate Secretary

EX-99.1

Exhibit 99.1

Havertys Reports Earnings for Third Quarter 2019

ATLANTA, GEORGIA, October 30, 2019 -- HAVERTYS (NYSE: HVT and HVT.A) reports earnings per share of $0.31 for the third quarter ended September 30, 2019 compared to $0.39 for the same period of 2018. The earnings per share for the nine months ended September 30, 2019 is $0.77 compared to $0.98for the same period in 2018.

Clarence H. Smith, chairman, president and chief executive officer, said, “The third quarter continued to challenge our teams with product flow disruption and merchandise pricing. Our vendors are working closely with us to ensure that our supply chain information is timely as manufacturing locales shift. The changes in costs have tested our retail pricing strategies and pressured gross profit margins. 

Our written business for the third quarter was positive compared to last year’s third quarter and we continue to generate good cash flow. The low interest rate and unemployment environment and recent uptick in housing are positive indicators for future home furnishings sales. We believe our focus on merchandising, stores, and operational plans will enable us to profitably grow our business in the future.”

Financial Highlights

Third Quarter 2019 Compared to Third Quarter 2018

· Net sales decreased 0.6% to $209.3 million. Comparable store sales decreased 0.4%. 

· Total written sales for the third quarter of 2019 were up 1.6% and written  comparable store sales rose 1.5%. 

· Average written ticket increased 4.7% and custom upholstery business was up 13.9%. 

· Gross profit margins fell 130 basis points to 53.5% in 2019 versus 54.8% in 2018. Most of the decline is due to merchandise pricing and mix as we used slightly more aggressive promotions and incurred higher product and freight costs.

· SG&A costs increased $1.0 million and as a percent of sales increased 80 basis points to 49.8% from 49.0%. Fixed and discretionary expenses were up approximately $0.5 million primarily from higher employee benefits costs and additional costs for two new locations. Variable expenses were 18.2% as a percent of sales in 2019 compared to 17.9% in 2018. This increase is due in part to higher third‑party credit costs.

· We repurchased 83,348 shares of common stock for $1.5 million during the third quarter of 2019.

· We adopted the new lease accounting standard on January 1, 2019 which significantly impacted our balance sheet. See the notes after the following financial statements.

NEWS RELEASE - OCTOBER 30, 2019

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Nine Months ended September 30, 2019 Compared to Same Period of 2018

· Net sales decreased 3.3% to $588.5 million. Comparable store sales decreased 2.4%. 

· Average ticket increased 5.7% and custom upholstery business rose 10.0%. 

· Gross profit margins were 54.2% compared to 54.6%.

· SG&A costs as a percent of sales was 50.8% in 2019 and 49.8% in 2018. Total SG&A dollars decreased $4.1 million. Fixed and discretionary expenses were $190.4 million in 2019 versus $191.2 million in 2018. The variable type costs were 18.4% of sales in 2019 and 2018.

Expectations and Other

· We expect that gross profit margins for the full year 2019 will be approximately 54.1%.

· Our estimate for fixed and discretionary type SG&A expenses for 2019 is in the $257.0 to $258.0 million range, compared to $254.9 million for these same costs in 2018. The variable type costs within SG&A for the full year of 2019 are expected to be 18.4% compared to 18.3% in 2018.

· We expect selling square footage will increase approximately 1.4% in 2019. We opened a location in a new market in St. Louis, MO in August, an additional store in the Atlanta market in Newnan, GA in September, and will complete a store relocation in Baton Rouge, LA in November. Total capital expenditures are estimated to be approximately $18.5 million in 2019.

· We have approximately $16.9 million remaining in current board authorization for common stock repurchases.

NEWS RELEASE - OCTOBER 30, 2019

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HAVERTY FURNITURE COMPANIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except per share data – Unaudited)

	Three Months Ended September 30,					Nine Months Ended September 30,
	2019			2018		2019			2018
Net sales	$	209,320		$	210,547	$	588,455		$	608,765
Cost of goods sold		97,301			95,175		269,796			276,689
Gross profit		112,019			115,372		318,659			332,076
Credit service charges		19			24		60			81
Gross profit and other revenue		112,038			115,396		318,719			332,157
Expenses:
Selling, general and administrative		104,161			103,185		298,824			302,942
Provision for doubtful accounts		42			34		66			58
Other (income) expense, net		(42	)		713		(323	)		(98	)
Total expenses		104,161			103,932		298,567			302,902
Income before interest and income taxes		7,877			11,464		20,152			29,255
Interest (income) expense, net		(292	)		260		(980	)		1,184
Income before income taxes		8,169			11,204		21,132			28,071
Income tax expense		2,072			2,852		5,367			7,192
Net income	$	6,097		$	8,352	$	15,765		$	20,879
Diluted earnings per share:
Common Stock	$	0.31		$	0.39	$	0.77		$	0.98
Class A Common Stock	$	0.30		$	0.38	$	0.73		$	0.94
Diluted weighted average shares outstanding:
Common Stock		19,893			21,230		20,444			21,408
Class A Common Stock		1,536			1,765		1,637			1,766
Cash dividends per share:
Common Stock	$	0.20		$	0.18	$	0.56		$	0.54
Class A Common Stock	$	0.19		$	0.17	$	0.53		$	0.51

NEWS RELEASE - OCTOBER 30, 2019

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HAVERTY FURNITURE COMPANIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands - Unaudited)

	September 30, 2019		December 31, 2018		September 30, 2018
	(Unaudited)				(Unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	89,528	$	71,537	$	96,269
Restricted cash and cash equivalents		6,632		8,272		8,226
Accounts receivable, net		1,570		1,833		1,827
Inventories		99,958		105,840		108,344
Prepaid expenses		10,476		8,106		9,818
Other current assets		6,449		6,262		6,291
Total current assets		214,613		201,850		230,775
Accounts receivable, long-term, net		204		226		227
Property and equipment, net		158,087		216,852		220,286
Right of-use lease assets		183,524		—		—
Deferred income taxes		12,202		12,544		12,896
Other assets		9,873		8,707		9,400
Total assets	$	578,503	$	440,179	$	473,584
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	27,495	$	19,840	$	24,926
Customer deposits		34,852		24,465		30,541
Accrued liabilities		41,163		39,903		41,713
Current lease liabilities		29,283		—		—
Current portion of lease obligations		—		4,018		3,938
Total current liabilities		132,793		88,226		101,118
Noncurrent lease liabilities		155,046		—		—
Lease obligations, less current portion		—		46,785		47,829
Other liabilities		21,942		30,539		32,214
Total liabilities		309,781		165,550		181,161
Stockholders’ equity		268,722		274,629		292,423
Total liabilities and stockholders’ equity	$	578,503	$	440,179	$	473,584

NEWS RELEASE - OCTOBER 30, 2019

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HAVERTY FURNITURE COMPANIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands – Unaudited)

	Nine Months Ended September 30,
	2019			2018
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	15,765		$	20,879
Adjustments to reconcile net income to net   cash provided by (used in) operating activities:
Depreciation and amortization		15,412			22,650
Share-based compensation expense		2,690			3,781
Deferred income taxes		(1,942	)		(592	)
Provision for doubtful accounts		66			58
Other		615			825
Changes in operating assets and liabilities:
Accounts receivable		219			550
Inventories		5,882			(4,907	)
Customer deposits		10,387			2,728
Other assets and liabilities		316			6,534
Accounts payable and accrued liabilities		8,957			9,988
Net cash provided by operating activities		58,367			62,494
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures		(12,446	)		(18,231	)
Proceeds from sale of property and equipment		2,268			2,421
Other		—			55
Net cash used in investing activities		(10,178	)		(15,755	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on lease obligations		—			(2,824	)
Taxes on vested restricted shares		(1,328	)		(1,233	)
Dividends paid		(11,194	)		(11,337	)
Common stock repurchased		(19,316	)		(14,456	)
Net cash used in financing activities		(31,838	)		(29,850	)
Increase in cash, cash equivalents and restricted cash equivalents during the period		16,351			16,889
Cash, cash equivalents and restricted cash equivalents at beginning of period		79,809			87,606
Cash, cash equivalents and restricted cash equivalents at end of period	$	96,160		$	104,495

NEWS RELEASE - OCTOBER 30, 2019

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Comparable Store Sales 

Comparable store sales include those made on our website and in stores, and excludes locations opened, closed or otherwise non-comparable during the last 12 months. 

Cost of Goods Sold and SG&A Expense 

We include substantially all our occupancy and home delivery costs in SG&A expense as well as a portion of our warehousing expenses.  Accordingly, our gross profit may not be comparable to those entities that include these costs in cost of goods sold. 

We classify our SG&A expenses as either variable or fixed and discretionary.  Our variable expenses are comprised of selling and delivery costs.  Selling expenses are primarily compensation and related benefits for our commission-based sales associates, the discount we pay for third party financing of customer sales and transaction fees for credit card usage.  We do not outsource delivery, so these costs include personnel, fuel, and other expenses related to this function.  Fixed and discretionary expenses are comprised of rent, depreciation and amortization and other occupancy costs for stores, warehouses and offices, and all advertising and administrative costs. 

Leases 

In February 2016, the Financial Accounting Standards Board (FASB) issued an accounting standards update (ASU 2016-02), which amended various aspects of existing guidance for leases. ASU 2016-02 requires an entity to recognize assets and liabilities arising from a lease for both financing and operating leases, along with additional qualitative and quantitative disclosures. The main difference between ASU 2016-02 and previous U.S. GAAP is the recognition of lease assets and lease liabilities by lessees on the balance sheet for those leases classified as operating leases under previous U.S. GAAP. As a result, we have recognized a liability representing our lease payments and a right-of-use asset representing our right to use the underlying asset for the lease term on the balance sheet. We adopted the requirements of the new lease standard effective January 1, 2019 using the modified retrospective method and have not restated comparative periods.  

As part of the adjustment for ASU 2016-02 effective January 1, 2019, we derecognized certain assets and liabilities associated with certain legacy build-to-suit arrangements and the deferred gain on previous sale leaseback transactions. Accordingly, $53.5 million of net property and equipment, $50.8  million of financing obligations, $9.3 of other net liabilities, and $2.3 million of deferred tax assets recorded on the balance sheet as of December 31, 2018 were removed as part of our transition adjustment. Effective January 1, 2019, we recognized right-of-use lease assets totaling $177.9 million and recorded lease liabilities totaling $175.4 million. The net adjustment recorded to equity as of January 1, 2019 was a credit of $6.8 million.  

Since we are not restating prior periods as part of adopting this guidance, our results in 2019 will not be directly comparable to our results for periods before 2019. Specifically, for those leases that were previously recognized on our balance sheet prior to 2019, their associated depreciation and interest expense will be replaced by rent expense. For these properties in our lease portfolio for 2019, the amount of rent expense is less than the associated depreciation and interest expense by approximately $2.0 million. The adoption of ASU 2016-02 had an immaterial impact on our consolidated statement of cash flows for the nine-month period ended September 30, 2019.

NEWS RELEASE - OCTOBER 30, 2019

PAGE 7

Conference Call Information

The company invites interested parties to listen to the live audiocast of the conference call on October 31, 2019 at 10:00 a.m. ET at its website, havertys.com under the investor relations section. If you cannot listen live, a replay will be available on the day of the conference call at the website or via telephone at approximately 1:00 p.m. ET through, November 7. The number to access the telephone playback is 1‑888‑203‑1112 (replay passcode: 6331827).

About Havertys

Havertys (NYSE: HVT and HVT.A), established in 1885, is a full-service home furnishings retailer with 122 showrooms in 16 states in the Southern and Midwestern regions providing its customers with a wide selection of quality merchandise in middle to upper-middle price ranges. Additional information is available on the company’s website, havertys.com.

Safe Harbor 

This press release includes statements that constitute forward-looking statement within the meaning of the federal securities laws.  Generally, the words "believe," "expect," "intend," "estimate," "anticipate," "project," "will" and similar expressions identify forward-looking statements, which are not historical in nature. We intend for all forward-looking statements contained herein or on our website, and all subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf, to be covered by the safe harbor provisions for forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and the provisions of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (which Sections were adopted as part of the Private Securities Litigation Reform Act of 1995). Forward-looking statements may relate to, for example, future operations, financial condition, economic performance (including gross profit margins and expenses), capital expenditures, and demand for our products.  The Company cautions that its forward-looking statements involve risks and uncertainties, and while we believe that our expectations for the future are reasonable in view of currently available information, you are cautioned not to place undue reliance on our forward-looking statements.  Actual results or events may differ materially from those indicated as a result of various important factors.  Such factors may include, among other things, the state of the economy; state of the residential construction and housing markets; the consumer spending environment for big ticket items; effects of competition; management of relationships with our suppliers and vendors and disruptions in their operations; the imposition of tariffs and the effect of retaliatory trade measures; new regulations or taxation plans, as well as other risks and uncertainties discussed in the company's reports filed from time to time with the Securities and Exchange Commission.  You are urged to consider such factors.  The Company assumes no obligation for updating any such forward-looking statements. 

Contact:

Haverty Furniture Companies, Inc., 404-443-2900

Richard B. Hare

EVP & CFO

Jenny Hill Parker

SVP, Finance and Corporate Secretary

SOURCE:  Havertys