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HAVERTY FURNITURE COMPANIES INC

For the period ended Jun 30, 2024. Filed Aug 6, 2024.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2024 · Filed Aug 6, 2024

HVT$25.14-3.6%Stored close · as of Nov 6, 2026

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Notes to Condensed Consolidated Financial Statements (unaudited)

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

NOTE A -Business and Basis of Presentation

Haverty Furniture Companies, Inc. (“Havertys,” “the Company,” “we,” “our,” or “us”) is a retailer of a broad line of residential furniture in the middle to upper-middle price ranges. We operate all of our stores using the Havertys brand and do not franchise our concept. We operate within a single reportable segment. 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 United States of America generally accepted accounting principles (“U.S. GAAP”) for complete financial statements. The Company believes that the disclosures made are adequate to make the information not misleading. The financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation. We believe all adjustments, normal and recurring in nature, considered necessary for a fair presentation have been included. We suggest that these condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and accompanying footnotes included in our latest Annual Report on Form 10-K.

The preparation of interim condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities, and reported amounts of revenue and expenses. Actual results could differ from those estimates.

The Company is subject to various claims and legal proceedings covering a wide range of matters, including with respect to product liability and personal injury claims, that arise in the ordinary course of its business activities. We currently have no pending claims or legal proceedings that we believe would be reasonably likely to have a material adverse effect on our financial condition, results of operations or cash flows. However, there can be no assurance that either future litigation or an unfavorable outcome in existing claims will not have a material impact on our business, reputation, financial position, cash flows or results of operations.

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NOTE B –Stockholders’ Equity

The following outlines the changes in each caption of stockholders’ equity for the current and comparative period and the dividends per share for each class of shares.

For the three months ended June 30, 2024:

(in thousands) · Common Stock · Class ACommon Stock · AdditionalPaid-In Capital · RetainedEarnings · Accumulated OtherComprehensive Loss · TreasuryStock · Total
Balances at March 31, 2024$30,316$1,798$113,993$417,020$(983)$(255,454)$306,690
Net income4,4384,438
Dividends declared:
Common Stock, $0.32 per share(4,842)(4,842)
Class A Common Stock, $0.30 per share(383)(383)
Restricted stock issuances98(1,527)(1,429)
Amortization of restricted stock1,4871,487
Directors' Compensation Plan6914461,137
Balances at June 30, 2024$30,414$1,798$114,644$416,233$(983)$(255,008)$307,098

For the six months ended June 30, 2024:

(in thousands) · Common Stock · Class ACommon Stock · AdditionalPaid-In Capital · RetainedEarnings · Accumulated OtherComprehensive Loss · TreasuryStock · Total
Balances at December 31, 2023$30,220$1,804$113,307$419,472$(983)$(255,454)$308,366
Net income6,8316,831
Dividends declared:
Common Stock, $0.62 per share(9,330)(9,330)
Class A Common Stock, $0.58 per share(740)(740)
Class A conversion6(6)—
Restricted stock issuances188(3,484)(3,296)
Amortization of restricted stock4,1304,130
Directors' Compensation Plan6914461,137
Balances at June 30, 2024$30,414$1,798$114,644$416,233$(983)$(255,008)$307,098

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For the three months ended June 30, 2023:

(in thousands) · Common Stock · Class ACommon Stock · AdditionalPaid-In Capital · RetainedEarnings · Accumulated OtherComprehensive Loss · TreasuryStock · Total
Balances at March 31, 2023$30,122$1,806$107,759$406,237$(756)$(248,756)$296,412
Net income11,79211,792
Dividends declared:
Common Stock, $0.30 per share(4,527)(4,527)
Class A Common Stock, $0.28 per share(359)(359)
Restricted stock issuances96(1,390)(1,294)
Amortization of restricted stock2,4822,482
Directors' Compensation Plan8801971,077
Balances at June 30, 2023$30,218$1,806$109,731$413,143$(756)$(248,559)$305,583

For the six months ended June 30, 2023:

(in thousands) · Common Stock · Class ACommon Stock · AdditionalPaid-In Capital · RetainedEarnings · Accumulated OtherComprehensive Loss · TreasuryStock · Total
Balances at December 31, 2022$30,006$1,806$108,706$398,393$(756)$(248,756)$289,399
Net income24,16424,164
Dividends declared:
Common Stock, $0.58 per share(8,721)(8,721)
Class A Common Stock, $0.54 per share(693)(693)
Restricted stock issuances212(4,294)(4,082)
Amortization of restricted stock4,4394,439
Directors' Compensation Plan8801971,077
Balances at June 30, 2023$30,218$1,806$109,731$413,143$(756)$(248,559)$305,583

NOTE C –Interim LIFO Calculations

Inventories are measured using the last-in, first-out (LIFO) method of valuation using an annual LIFO index. Accordingly, interim LIFO calculations must necessarily be based on management’s estimates of the components of the calculation including year-end inventory levels and the expected rate of inflation or deflation for the year. Since these estimates may be affected by factors beyond management’s control, interim results are subject to change based upon the final year-end LIFO inventory valuation.

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NOTE D –Fair Value of Financial Instruments

The fair values of our cash and cash equivalents, restricted cash and cash equivalents, accounts payable and customer deposits approximate their carrying values due to their short-term nature. The assets related to our self-directed, non-qualified deferred compensation plans for certain executives and employees are valued using quoted market prices multiplied by the number of shares held, a Level 1 valuation technique.

NOTE E –Credit Agreement

We have an $80.0 million revolving credit facility (the “Credit Agreement”) secured primarily by our inventory and maturing on October 24, 2027. Availability fluctuates based on a borrowing base calculation reduced by outstanding letters of credit.

At June 30, 2024 and December 31, 2023, there wereno outstanding borrowings under the Credit Agreement. The borrowing base was $117.5 million at June 30, 2024 and there were no outstanding letters of credit and, accordingly, net availability was $80.0 million.

NOTE F –Revenues

We recognize revenue from merchandise sales and related service fees, net of expected returns and sales tax, at the time the merchandise is delivered to the customer. We record customer deposits when payments are received in advance of the delivery of merchandise. Such deposits totaled $38.7 million and $35.8 million at June 30, 2024 and December 31, 2023, respectively. Of the customer deposit liabilities at December 31, 2023, approximately $0.8 million have not been recognized through net sales in the six months ended June 30, 2024.

The following table presents our revenues disaggregated by each major product category and service:

(In thousands) · Three Months Ended June 30, · Six Months Ended June 30,
2024 · 2023 · 2024 · 2023
Net Sales · % ofNet Sales · Net Sales · % ofNet Sales · Net Sales · % ofNet Sales · Net Sales · % ofNet Sales
Merchandise:
Case Goods
Bedroom Furniture$25,77214.4%$33,93516.5%$51,63414.2%$68,48315.9%
Dining Room Furniture19,45310.922,95211.138,46910.648,53711.3
Occasional13,1837.416,3017.927,3907.635,5108.2
58,40832.773,18835.5117,49332.4152,53035.4
Upholstery78,27343.886,57442.0161,20844.5182,42042.3
Mattresses16,6409.318,9859.233,2409.237,3978.7
Accessories and Other (1)25,31514.227,54213.450,69214.058,69513.6
$178,636100.0%$206,289100.0%$362,633100.0%$431,042100.0%
(1)Includes delivery charges and product protection.

NOTE G –Leases

We have operating leases for retail stores, offices, warehouses, and certain equipment. Our leases have remaining lease terms of 1 year to 11 years, some of which include options to extend the leases for up to 20 years. We determine if an arrangement is or contains a lease at lease inception. Our leases do not have any residual value guarantees or any restrictions or covenants imposed by lessors. We have lease agreements for real estate with lease and non-lease components, which are accounted for separately.

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Certain of our lease agreements for retail stores include variable lease payments, generally based on sales volume. The variable portions of payments are not included in the initial measurement of the right-of-use asset or lease liability due to uncertainty of the payment amount and are recorded as lease expense in the period incurred. Certain of our equipment lease agreements include variable lease costs, generally based on usage of the underlying asset (mileage, fuel, etc.). The variable portions of payments are not included in the initial measurement of the right-of-use asset or lease liability due to uncertainty of the payment amount and are recorded in the period incurred.

At June 30, 2024, we had entered into four leases for additional retail locations which had not yet commenced.

Lease expense is charged to selling, general and administrative expenses. Components of lease expense were as follows (in thousands):

Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
Operating lease cost$12,092$12,310$24,338$24,098
Variable lease cost1,3889782,7622,674
Total lease expense$13,480$13,288$27,100$26,772

Supplemental cash flow information related to leases is as follows (in thousands):

Six Months Ended June 30,
20242023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases$21,273$21,519
Right-of-use assets obtained in exchange for lease obligations:
Operating leases$13,636$29,334

NOTE H –Income Taxes

Our effective tax rate for the six months ended June 30, 2024 and 2023 was 29.2% and 22.7%, respectively. The primary difference in the effective rate and the statutory rate was due to nondeductible items and state income taxes.

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NOTE I –Stock-Based Compensation Plans

As more fully discussed in Note 12 of the notes to the consolidated financial statements in our 2023 Annual Report on Form 10-K, we have awards outstanding for Common Stock under stock-based employee compensation plans.

The following table summarizes our award activity during the six months ended June 30, 2024:

Service-BasedRestricted Stock Awards · Performance-BasedRestricted Stock Awards
Shares or Units (#) · Weighted-AverageAward Price ($) · Shares or Units (#) · Weighted-AverageAward Price ($)
Outstanding at December 31, 2023249,935$32.05353,187$31.77
Granted/Issued160,95534.71121,82434.73
Awards vested or rights exercised(1)(147,836)32.24(145,104)32.84
Forfeited(3,900)34.29——
Additional units earned due to performance——(25,550)33.08
Outstanding at June 30, 2024259,154$33.56304,357$32.33
Restricted units expected to vest259,154$33.56221,517$31.44
(1)Includes shares repurchased from employees for employee’s tax liability.

The aggregate intrinsic value of outstanding service-based restricted stock awards was approximately $6.6 million at June 30, 2024. The restrictions on the service-based awards generally lapse or vest annually, primarily overone-year andthree-year periods.

The total fair value of performance-based restricted stock awards that vested during the six months ended June 30, 2024 was approximately $4.9 million. The aggregate intrinsic value of outstanding performance awards at June 30, 2024 expected to vest was approximately $5.6 million. The performance awards are based onone-year performance periods but cliff vest in approximately three years from grant date.

The compensation for all awards is charged to selling, general and administrative expenses over the respective grants’ vesting periods, primarily on a straight-line basis. The amount charged was approximately $4.1 and $4.4 million for the six months ended June 30, 2024 and 2023, respectively. Forfeitures are recognized as they occur. As of June 30, 2024, the total compensation cost related to unvested equity awards was approximately $8.8 million and is expected to be recognized over a weighted-average period oftwo years.

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NOTE J –Earnings Per Share

We report our earnings per share using the two-class method. The income per share for each class of common stock is calculated assuming 100% of our earnings are distributed as dividends to each class of common stock based on the contractual rights of the classes.

The Common Stock of the Company has a preferential dividend rate of at least 105% of the dividend paid on the Class A Common Stock. Holders of the Class A Common Stock have greater voting rights which include voting as a separate class for the election of up to 75% of the total number of directors whereas holders of the Common Stock vote as a separate class for the election of at least 25% of the total number of directors. On all other matters subject to shareholder vote, holders of the Class A Common Stock haveten votes per share as opposed to holders of the Common Stock receivingone vote per share. Class A Common Stock may be converted at any time on aone-for-one basis into Common Stock at the option of the holder of the Class A Common Stock.

Three Months EndedJune 30, · Six Months EndedJune 30,
2024 · 2023 · 2024 · 2023
Numerator:
Common:
Distributed earnings$4,842$4,527$9,330$8,721
Undistributed earnings(728)6,387(2,996)13,637
Basic4,11410,9146,33422,358
Class A Common earnings3248784971,806
Diluted$4,438$11,792$6,831$24,164
Class A Common:
Distributed earnings$383$359$740$693
Undistributed earnings(59)519(243)1,113
$324$878$497$1,806
Denominator:
Common:
Weighted average shares outstanding - basic15,06515,04614,98214,977
Assumed conversion of Class A Common Stock1,2751,2831,2771,283
Dilutive options, awards and common stock equivalents363417453506
Total weighted-average diluted Common Stock16,70316,74616,71216,766
Class A Common:
Weighted average shares outstanding1,2751,2831,2771,283
Basic earnings per share:
Common Stock$0.27$0.73$0.42$1.49
Class A Common Stock$0.25$0.68$0.39$1.41
Diluted earnings per share:
Common Stock$0.27$0.70$0.41$1.44
Class A Common Stock$0.25$0.67$0.39$1.38
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