UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K


☒   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 20182021
OR
☐   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to _____
Commission file number:1-1445 1-14445


HAVERTY FURNITURE COMPANIES, INC.


Maryland58-0281900
(State of Incorporation)(IRS Employer Identification Number)
  
780 Johnson Ferry Road, Suite 800,Atlanta, Georgia 30342
(Address of principal executive offices)
  
(404) 443-2900
(Registrant’s telephone number, including area code)


Securities registered pursuant to Section 12(b) of the Act:Securities Exchange Act of 1934


Title of each ClassclassTrading Symbol(s)Name of each exchange on which registered
Common Stock ($1.00 Par Value)New York Stock Exchange, Inc.HVTNYSE
Class A Common Stock ($1.00 Par Value)New York Stock Exchange, Inc.HVTANYSE


Securities registered pursuant to Section 12(g) of the Act:  None.


Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes   No 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes   No 
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   No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes   No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§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.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” ini Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
 
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.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes   No
As of June 30, 2018,2021, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was $417,443,226$733,304,138 (based on the closing sale prices of the registrant’s two classes of common stock as reported by the New York Stock Exchange).
There were 18,813,55115,677,765 shares of common stock and 1,757,1571,287,142 shares of Class A common stock, each with a par value of $1.00 per share outstanding at February 28, 2019.25, 2022.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s Proxy Statement for the Annual Meeting of Stockholders to be held May 13, 20199, 2022 are incorporated by reference ininto Part III.III of this Annual Report on Form 10-K.


HAVERTY FURNITURE COMPANIES, INC.
Annual Report on Form 10-K for the year ended December 31, 20182021


    
PART I 
    
21
5
11
12
12
12
 Unresolved Staff Comments9
Item 2.Properties9
Item 3.Legal Proceedings9
Item 4.Mine Safety Disclosures913
    
PART II
    
1115
Selected Financial Data1317
14
17
2126
2126
22
27
2227
2429
29
    
PART III
    
2429
2429
2429
2429
2430
    
PART IV
    
2530
27
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FORWARD-LOOKING STATEMENTS


ThisIn addition to historical information, this document contains “forward-looking statements” – that is, statements related to future, not past, events. In this context, forward-looking statements often address our expected future business and financial performance and financial condition. These statements are within the meaning of Section 27A of the Securities Act of 1933 and Section 21F of the Securities Exchange Act of 1934.


Forward-looking statements include, but are not limited to:


·projections of sales or comparable store sales, gross profit, SG&A expenses, capital expenditures or other financial measures;
·descriptions of anticipated plans or objectives of our management for operations or products;
·forecasts of performance;
anticipated impact on our business of the continuing COVID-19 pandemic and other macro-economic conditions; and
·assumptions regarding any of the foregoing.


Because these statements involve anticipated events or conditions, forward-looking statements often include words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “project,” “target,” “can,” “could,” “may,” “should,” “will,” “would,” or similar expressions.


These forward-looking statements are based upon assessments and assumptions of management in light of historical results and trends, current conditions and potential future developments that often involve judgment, estimates, assumptions and projections. Forward-looking statements reflect current views about our plans, strategies and prospects, which are based on information currently available.


Although we believe that our plans, intentions and expectations as reflected in or suggested by any forward-looking statements are reasonable, they are not guarantees. Actual results may differ materially from our anticipated results described or implied in our forward-looking statements, and such differences may be due to a variety of factors. Our business could also be affected by additional factors that are presently unknown to us or that we currently believe to be immaterial to our business.Important factors which could cause our actual results to differ materially from the forward-looking statements in this report include, but are not limited to, the following items, in addition to those matters described in Risk Factors and Management’s Discussion and Analysis of Financial Condition and Results of Operations:


The continuing COVID-19 pandemic and its effect on our businesses and results of operations;
Competition from national, regional and local retailers of home furnishings;
Our failure to anticipate changes in consumer preferences;
Importing a substantial portion of our merchandise from foreign sources;
Significant fluctuations and volatility in the cost of raw materials and components;
Our dependence on third-party producers to meet our requirements;
A failure by our vendors to meet our quality control standards or comply with changes to the legislative or regulatory framework regarding product safety;
Risks in our supply chain;
The effects of labor disruptions or labor shortages;
The rise of oil and gasoline prices;
Increased transportation costs;
Damage to one of our distribution centers;
The vulnerability of our information technology infrastructure;
Changes in general domestic and international economic conditions such as inflation rates, interest rates, tax rates, unemployment rates, higher labor and healthcare costs, recessions, and changing government policies, laws and regulations; and
Other risks and uncertainties as may be detailed from time to time in our public announcements and Securities and Exchange Commission filings.

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Discussed elsewhere in further detail in this report are some important risks, uncertainties and
contingencies which could cause our actual results, performance or achievements to be materially different from any forward-looking statements made or implied in this report.


Forward-looking statements are only as of the date they are made and they might not be updated to reflect changes as they occur after the forward-looking statements are made. We assume no obligations to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise. In evaluating forward-looking statements, you should consider these risks and uncertainties, together with the other risks described from time to time in our other reports and documents filed with the Securities and Exchange Commission, or SEC, and you should not place undue reliance on those statements.


We intend for any forward-looking statements to be covered by, and we claim the protection under, the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

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ITEM 1.   BUSINESS


Unless otherwise indicated by the context, we use the terms “Havertys," "we," "our,"” “we,” “our,” or "us"“us” when referring to the consolidated operations of Haverty Furniture Companies, Inc. and subsidiary.


Overview


Havertys is a specialty retailer of residential furniture and accessories. Our founder, J.J. Haverty began the business in 1885 in Atlanta, Georgia with one store and made deliveries using horse-drawn wagons. The Company grew to 18 stores and was incorporated in September 1929. Anticipating further growth, the Company accessed additional capital through its initial public offering in October 1929.


Havertys has grown to 120121 stores in 16 states in the Southern and Midwest regions. All of our retail locations are operated using the Havertys name and we do not franchise our stores. Our customers are generally college educated women in middle to upper-middle income households. Our brand recognition is very high in the markets we serve, and consumer surveys indicate Havertys is associated with a high level of quality, fashion, value, and service.


Customers

Havertys customers are typically well-educated women in middle to upper-to-middle income households.  They generally own homes in the suburbs and their diverse personalities are reflected in their unique sense of style. These consumers research and shop online and in-store, often engaging friends or family members in the purchasing process. They are discerning buyers, desiring furnishings that fit their style, but never sacrificing quality. Our marketing, merchandising, stores, online presence, and customer service are targeted to attract and meet the needs of our distinctive customers.

Merchandise and Revenues


We develop our merchandise selection with the tastes ofto meet the diverse taste of our typical “on trend” consumercustomer in mind. A wide range of styles from traditional to contemporary are in our core assortment and mostvirtually all of the furniture merchandise we carry bears the Havertys brand. We also tailor our product offerings to the needs and tastes of the local markets we serve emphasizing more “coastal,” “western” or “urban” looks as appropriate. Our custom upholstery programs and eclectic looks are an important part of our product mix and allow the on-trend consumer more self-expression.


We have avoided offering lower quality, promotional price-driven merchandise favored by many regional and national chains, which we believe would devalue the Havertys brand with the consumer. We carry nationally well-known mattress product lines such as Sealy®, Tempur-Pedic®, Serta®, Sealy® and Stearns &and Foster®, and Beautyrest Black® in addition to our private label SkyeTM.


Our customers use varying methods to purchase or finance their sales. As an added convenience to our customers, we offer financing by third-party finance companies or through an internal revolving charge credit plan.companies. Sales financed by the third-party providers are not Havertys’ receivables; accordingly, we do not have any credit risk or servicing responsibility for these accounts, and there is no credit or collection recourse to Havertys. The most popular programs offered through theSlightly less than one-third of our sales are third-party providers for 2018 were no interest offers requiring monthly payments over periods of 18 to 36 months.financed. The fees we pay to the third-party are included in our selling, general, and expenses (“SG&A&A”) as a selling expense. We also maintain a small in-house financing program for our customers with the offer most frequently chosen carrying no interest for 12 months and requiring equal monthly payments. This program generates very minor credit revenue and is for credit worthy customers who prefer financing with the retailer directly or who are not able to quickly establish sufficient credit with other providers on comparable terms.

The following summarizes the different purchasing methods used as a percent of amount due from customers including sales tax:

  Year Ended December 31, 
  2018  2017  2016 
Cash or check  8.1%  8.8%  8.5%
Credit or debit cards  59.8   59.8   58.0 
Third-party financed  31.6   30.8   32.5 
Havertys financed  0.5   0.6   1.0 
   100.0%  100.0%  100.0%



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Stores


As of December 31, 2018,2021, we operated 120121 stores serving 8385 cities in 16 states with approximately 4.4 million retail square feet. Our stores range in size from 19,00015,000 to 66,00060,000 selling square feet with the average being approximately 35,000 square feet. We strive to have our stores reflect the distinctive style and comfort consumers expect to find when purchasing their home furnishings. The store’s location and curb appeal isare important to the type of middle to upper-middle income consumer that we target, and our use of classicalattractive facades and attractive landscaping complementscomplement the quality and style of our merchandise. Interior details are also important for a pleasant and inviting shopping experience. We are very intentional in having open shopping spaces and our disciplined merchandise display ensures uniformity of presentations in-store, online and in our advertising.


We currently have no plans to expandadd stores outside our distribution footprint and there are a limited numberfootprint. The planned expansion of our current distribution capabilities will enable us to consider additional markets that we do not currently serve that are expansion candidates.presently serve. We are evaluating certain existing stores for relocation.relocation or closure. We expect a slightan approximate 1% increase of approximately 2.0% in our retail square footage in 2019.2022.


InternetOnline Presence


We consider our website an extension of our brick-and-mortar locations and not a separate segment of our business. Most customers will use the internet for inspiration and as a start to their shopping process to view products and prices. Our website features a variety of helpful tools including a design center with 3D room planners, upholstery customization, and inspired accessories to create shareable “Idea Boards.” A large number of product reviews written by our customers isare also provided, which some consumers find important in the decision-making process.


The next stop in the purchase journey for most consumers is a visit to a store to touch, sit, and see merchandise in person. Our sales consultants also use havertys.com as a tool to further engage our customers while they are in the store. They may make their purchase in the store or opt to return home and finalize their decisions, place their orders online and set delivery. We limit online sales of our furniture to within our delivery network, and accessories to the continental United States.

Our website traffic, as expected, increased dramatically due to the COVID-19 pandemic as people spent more time in their homes and were reluctant or not able to shop in our stores. During the early stages of the COVID‑19 pandemic when our stores were closed, we reassigned a number of our store personnel to serve as online chat agents and our in-home designers shifted to virtual visits. Once our stores reopened, we saw, and have continued to see a rise in the completion of the sales process online. Our total sales completed online for 20182021 increased 28.9% over 2020 and were approximately 2%4.1% of our total sales and the2021 sales. This level of online sales increased 10.9%.makes our website our highest performing “store.”


We are making investments in 2022 to improve the customer experience on our website. The enhancements include better search functionality, improved navigation, enriched product pages, and faster site speed. We are also implementing a new content management system, AI driven automation, and improved site reporting to gain insight around customer pathing and content effectiveness.

We believe thatoffering a direct-to-customer business complements our retail store operations by building brand awareness.as we serve the customer in the method of their choosing and leverage the power of high touch service and online capabilities.

Suppliers

We buy our merchandise from numerous foreign and domestic manufacturers and importers, the largest ten of which accounted for approximately 51% of our product purchases during 2018. Most of our wood products, or “case goods,” are imported from Asia. Upholstered items are largely produced domestically, with the exception of our leather products which are primarily imported from Asia or Mexico.

We purchase our furniture merchandise produced in Asia through sourcing companies and also buy direct from manufacturers. Our direct import team works with industry designers and manufacturers in some of the best factories throughout Asia. We have dedicated quality control specialists on-site during production to ensure the items meet our specifications. Approximately 30% of our case goods sales in 2018 were generated by our direct imports.

Supply Chain and Distribution

The longer lead times required for deliveries from overseas factories and the production of merchandise exclusively for Havertys makes it imperative for us to have both warehousing capabilities and end-to-end supply chain visibility. Our merchandising team provides input to the automated procurement process in an effort to maintain overall inventory levels within an appropriate range and reduce the amount of written sales awaiting product delivery. We use real-time information to closely follow our import orders from the manufacturing plant through each stage of transit and using this data can more accurately set customer delivery dates prior to receipt of product.


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Our distribution system uses a combination of three distribution centers (DCs) and four home delivery centers (HDCs). The DCs receive both domestic product and containers of imported merchandise. A warehousing management system using radio frequency scanners tracks each piece of inventory in real time and allows for random storage in the warehouse and efficient scheduling and changing of the workflow. The DCs are also designed to shuttle prepped merchandise up to 250 miles for next day home deliveries and serve HDCs within a 500-mile radius. The HDCs provide service to markets within an additional 200 miles. We use a third-party to handle over-the-road delivery of product from the DCs to the HDCs and market areas. We use Havertys employees for executing home delivery, and branded this service “Top Drawer Delivery,” an important function serving as the last contact with our customers in the purchase process. Operating standards in our warehouse and delivery functions provide measurements for determining staffing needs and increasing productivity. We believe that our distribution and delivery system is one of the best in the retail furniture industry and provides us with a significant competitive advantage.

Competition


The retail sale of home furnishings is a highly fragmented and competitive business. There has been growth in the e‑commerce channel both from internet only retailers, from start-up furniture retailers and larger more established retailers, and those with a brick-and-mortar presence. The degree and sources of brick-and-mortar retail competition varyvaries by geographic area. We compete with numerous individual retail furniture stores as well as national and regional chains. Retail stores opened or operated by furniture manufacturers in an effort to control and protect the distribution prospects of their branded merchandise compete with us in certain markets.  Mass merchants, certain department stores, and some electronics and appliance retailers also have limited furniture product offerings. There has been growth in the e‑commerce channel both from internet only retailers and those with a brick-and-mortar presence.


We believe Havertys is uniquely positioned in the marketplace, with a targeted mix of merchandise that appeals to customers who are somewhat more affluent than those of promotional price-oriented furniture stores. Our online presence provides most elements of a seamless, omni-channel approach that many of our competitors do not have or cannot replicate. We consider the expansion of our custom order capabilities, free in-home design service, the tailoring of merchandise on a local market basis, and the ability to make prompt delivery of orders through maintenance of inventory, significant competitive advantages.


EmployeesSuppliers and Supply Chain


We buy our merchandise from numerous foreign and domestic manufacturers and importers, the largest ten of which accounted for approximately 43.7% of our product purchases during 2021. Most of our wood products, or “case goods,” are imported from Asia. Upholstered items are largely produced domestically, with the exception of our leather products which are primarily imported from Asia or Mexico.

We purchase our furniture merchandise produced in Asia through sourcing companies and also buy direct from manufacturers. We have dedicated quality control specialists on-site during production to ensure the items meet our specifications. Our employeesdirect import team works with industry designers and manufacturers in some of the best factories throughout Asia. Approximately 15.9% of our case goods sales and 8.6% of our upholstery sales in 2021 were generated by our direct imports.

The longer lead times required for deliveries from overseas factories and the production of merchandise exclusively for Havertys makes it imperative for us to have both warehousing capabilities and end-to-end supply chain visibility. Our merchandising team provides input to the automated procurement process in an effort to maintain overall inventory levels within an appropriate range and reduce the number of written sales awaiting product delivery. We use real-time information to closely follow our import orders from the manufacturing plant through each stage of transit and using this data can more accurately set customer delivery dates prior to receipt of product.

As a result of the continuing COVID-19 pandemic, manufacturers continue to be challenged to ensure safe work environments and have encountered raw material and labor shortages. Product manufactured in Asia is also impacted by shipping capacity challenges. Each of these factors, in addition to others, has led to significantly constrained and delayed supply chains in the home furnishings industry.

Distribution

We believe that our distribution and delivery system is one of the best in the retail furniture industry and provides us with a significant competitive advantage. Our distribution system uses a combination of three distribution centers (“DCs”) and four home delivery centers (“HDCs”). The DCs receive both domestic product and containers of imported merchandise. A warehousing management system using radio frequency scanners tracks each piece of inventory in real time and allows for random storage in the warehouse and efficient scheduling and changing of the workflow. The DCs are amongalso designed to shuttle prepped merchandise up to 250 miles for next day home deliveries and serve HDCs within a 500-mile radius. The HDCs provide service to markets within an additional 200 miles. During 2022 we plan to expand our best investmentsOhio HDC and are criticalconvert our Virginia facility to a DC. The conversion will enable us to bring product to this location direct from ports and maintain
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inventory closer to our customers. We use a third-party to handle over-the-road delivery of product from the DCs to the HDCs and market areas. We use Havertys team members for executing home delivery, and have branded this service “Top Drawer Delivery,” an important function serving as the last contact with our success. As of December 31, 2018, we had 3,418 employees: 2,102customers in individual retail store operations, 196 in our corporate and credit operations, 70 in our customer-service call centers, and 1,050the purchase process. Operating standards in our warehouse and delivery points.functions provide measurements for determining staffing needs and increasing productivity. At various points during 2020 and 2021 due to the COVID-19 pandemic, we had reduced delivery capacity due to fewer personnel. Time between purchase and delivery lengthened from our pre-pandemic average of 3 to 5 days for in stock items to 3 to 5 weeks when staffing constraints were the most acute and were 1 to 2 weeks by the end of 2020. We have added additional team members and purchases of in stock product were typically delivered within 3 to 5 days by the end of 2021. The disruptions to our supply chain have resulted in lower inventory and for out-of-stock merchandise delivery times can be 8 to 12 weeks. Our vendor partners for special order products continue to experience delays, but are reducing their backlogs and delivery on these orders is now 12 to 20 weeks on average. 

graphic
Human Capital Resources

As of December 31, 2021, Havertys’ total workforce was 2,845: 1,610 in our retail store operations, 989 in our warehouse and delivery points, 183 in our corporate operations, and 63 in our customer-service call centers. None of our employeesteam members is a party to anya union contract. See Management’s Discussion & Analysis – Impact of COVID-19 for more information.


Health and Safety
Throughout 2020 and 2021, we carefully followed the various Center for Disease Control guidelines regarding COVID-19 protocols and have established a number of safety procedures, including face covering and physical distance requirements, enhanced cleaning, encouraging daily self-health checks, voluntary temperature screening stations, and access to virtual primary care physicians at no cost. We also have a multi-disciplinary team coordinating responses to COVID-19 tests due to illness or exposure and positive COVID-19 tests. As part of that process, we have developed a robust contact tracing program to identify team members who were in close contact with an ill colleague in the workplace.

We care about our teammates, customers, and the communities we serve. We have a strong safety program that focuses on implementing policies and training programs to ensure our team members can leave their job and return home safely, every day.

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Diversity
Integrity and teamwork are two of our core values. These drive our approach in our everyday operations with our customers, suppliers and teammates and we believe that the best results happen when we work together. At Havertys, we see strength in America’s many faces, cultures, and colors. Each person offers a unique point of view and presents a fresh perspective. We are committed to diverse representation across all levels of our workforce to reflect the vibrant and thriving diversity of the communities in which we live and work.

Retention and Development
Our compensation programs are designed to attract, retain, and motivate team members to achieve superior results. Havertys’ total compensation for teammates includes a variety of components including competitive pay consistent with positions, skill levels, experience, and knowledge. We also offer competitive benefits, including access to healthcare plans, financial and physical wellness programs, paid time off, parental leave and retirement benefits.

We periodically conduct an Employee Engagement Survey (the “Survey”) as a means of measuring employee engagement and satisfaction, as well offering employees the chance to feel heard.

We are committed to supporting our teammates’ continuous development of professional, technical and leadership skills through corporate training programs, access to digital learning resources and through partnerships with local technical learning institutions. In 2021, Havertys team members consumed approximately 125,000 hours of learning. We also offer the ability for team members to pursue degree programs, professional certificates, and individual courses in strategic fields of study through our tuition reimbursement program.  

Seasonality


Our business is affected by traditional retail seasonality, advertising and promotion programs, and general economic trends. We typically achieve our smallest quarter by revenues in the second quarter and the largest in the fourth quarter. In 2018, our fourth quarter sales did not match historical patterns as business surrounding the traditional holiday shopping periods around Thanksgiving and Christmas was significantly lower thanThe “nesting” response generated by COVID-19 created outsized demand beginning in the prior years.second quarter of 2020 and, when combined with the strong housing market contributed to the strong sales levels we experienced through 2021.


Trademarks and Domain Names


We have registered our various logos, trademarks and service marks. We believe that our trademark position is adequately protected in all markets in which we do business. In addition, we have registered and maintain numerous internet domain names including “havertys.com.” Collectively, the logos, trademarks, service marks and domain names that we hold are of material importance to us.


Available Information
Filings
Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports are available free of charge on our website at www.havertys.com as soon as reasonably practicable after such material is electronically filed with, the SEC

As a public company, we regularly file proxy statements, reports and amendments thereto withor furnished to, the Securities and Exchange Commission (“SEC”). These documents are available onThe SEC also maintains a website that contains our website as soon as reasonably practicable after they are filed with, or furnished to, the SEC. Our website is www.havertys.com and contains, among other things, our annual report on Form 10-K, annual meeting proxy statement, quarterly reports on Form 10-Q and current reports on Form 8-K, which may be accessed free of charge. These reports are accessible by clicking on the “Investors” tab on our home page and then click on “SEC filings.”  This annual report on Form 10-K and other SEC filings made by Havertys are also accessible through the SEC’s website at www.sec.gov.


The information on our website listed above is not and should not be considered part of this annual report on Form 10-K and is not incorporated by reference in this document.

ITEM 1A. RISK FACTORS


The following discussion of risk factors contains forward-looking statements. These risk factors may be important to understanding any statement in this annual report on Form 10-K or elsewhere. The following information should be read in conjunction with Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (MD&A), and the consolidated financial statements and related notes in Part II, Item 8. “Financial Statements and Supplementary Data” of this annual report on Form 10-K.


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We routinely encounter and address risks, some of which may cause our future results to be different – sometimes materially different – than we presently anticipate. The following factors, as well as others described elsewhere in this report or in our other filings with the SEC, that could materially affect our business, financial condition or operating results should be carefully considered. Below, we describe certain important operational and strategic risks and uncertainties, but they are not the only risks we face. Our reactions to material future developments, as well as our competitors’ reactions to those developments, may also impact our business operations or financial results. If any of the following risks actually occur, our business, financial condition or operating results may be adversely affected.


ChangesRisks Related to the COVID-19 Pandemic

The COVID-19 pandemic has had, and will likely continue to have, a material effect on our business and results of operations. 

The COVID-19 pandemic continues to impact numerous aspects of our business, and the continuing long-term impact to our business remains unknown. This is due to the numerous uncertainties that have risen from the pandemic, including the severity and transmissibility of the disease, the duration of the outbreak, the emergence and spread of variants of concern, actions that may be taken by governmental authorities in response to the disease, the distribution, efficacy and public acceptance of vaccines, and economic conditionsimpact of the foregoing.

Despite the uncertainty caused by the COVID-19 pandemic, the retail furniture industry has experienced strong consumer demand. The trend of “nesting” spending has generated additional consumer activity in our industry but has also significantly strained inventory production and supply chains. Recently, the COVID-19 pandemic has also resulted in increased inflation throughout the world, which has begun to affect the prices at which manufacturers charge home furniture retailers, as well as the prices that are charged to customers. To the extent such inflation continues, increases, or both, it may reduce our margins and have a material adverse effect on our financial performance. Additionally, the COVID-19 pandemic has caused us to require all team members to follow health guidelines including the wearing of masks and practicing social distancing, and for some team members increased the use of remote work and video meetings, all which could adversely affectnegatively impact our business and harm productivity and collaboration. 

In addition to the above risks, the continuing pandemic and related economic uncertainty may result in prolonged disruption and volatility to our business, cause additional negative impacts of which we are not currently aware and also magnify other risks associated with our business and operations, including risks associated with our supply chain and sourcing quality merchandise domestically and outside the U.S.; our ability to promptly adjust inventory levels to meet fluctuations in customer demand; our ability to open new store locations and expand or remodel existing stores; and our ability to hire and train qualified employees to address temporary or sustained labor disruptions or labor shortages. Accordingly, the COVID-19 pandemic could have a material adverse effect on demand for our products.

A large portionproducts, workforce availability and our results of our sales represent discretionary spending by our customers. Demand for our products is generally affected by a number of economic factors including, but not limited to: interest rates, housing starts, sales of new and existing homes, housing values, the level of mortgage refinancing, consumer confidence, debt levels and retail trends. Declining stock market values, rising food and energy costs, and higher personal taxes adversely affect demand. A decline in economic activity and conditions in the markets in which we operate would adversely affect ouroperations, financial condition, liquidity and results of operations.cash flows.


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Risks Related to Our Business

We face significant competition from national, regional and local retailers of home furnishings.


The retail market for home furnishings is highly fragmented and intensely competitive. We currently compete against a diverse group of retailers, including internet only retailers, regional or independent specialty stores, dedicated franchises of furniture manufacturers and national department stores. National mass merchants and electronics and appliance retailers also have limited product offerings. We also compete with retailers that market products through store catalogs and the internet. In addition, there are few barriers to entry into our current and contemplated markets, and new competitors may enter our current or future markets at any time. Our existing competitors or new entrants into our industry may use a number of different strategies to compete against us, including aggressive advertising, pricing and marketing, social media campaigns and extension of credit to customers on terms more favorable than we offer. Furthermore, some of our competitors have greater financial resources and larger customer bases than we have, and as a result may have a more advanced multichannel platform, be able to adapt quicker to changes in consumer behavior, have

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attractive customer loyalty programs, and maintain higher profitability in an aggressive low pricing environment. Rapidly evolving technologies are altering the manner in which retailers communicate and transact with customers, led by internet-based and multichannel retailers that have made significant investments in recent years, including with pricing technology and shipping capabilities.

Competition from any of these sources could cause us to lose market share, revenues and customers, increase expenditures or reduce prices, any of which could have a material adverse effect on our results of operations.


If we fail to successfully anticipate or respond to changes in consumer preferences in a timely manner, our sales may decline.


Our products must appeal to our target consumers whose preferences, tastes and trends cannot be predicted with certainty and are subject to change. We continuously monitor changes in home design trends through attendance at international industry events and fashion shows, internal marketing research, and regular communication with our retailers and design professionals who provide valuable input on consumer tendencies. However, as with all retailers, our business is susceptible to changes in consumer tastes and trends. Our success depends upon our ability to anticipate and respond in a timely manner to fashion trends relating to home furnishings. If we fail to successfully identify and respond to these changes, our sales of these products may decline.


We import a substantial portion of our merchandise from foreign sources. This exposes us to certain risks that include political and economic conditions. Recently, political discourseChanges in exchange rates or tariffs could impact the United States has increasingly focusedprice we pay for these goods, resulting in potentially higher retail prices and/or lower gross profit on ways to discourage U.S. corporations from outsourcing manufacturing and production activities to foreign jurisdictions and curb what are considered to be unfair trade practices. To address these concerns, tariffs were imposed on goods manufactured in China in an attempt to discourage these practices. The tariffs began in September 2018 at 10% of product costs and were scheduled to increase to 25% on March 4, 2019. The increase to 25% has been postponed as part of ongoing discussions between the governments of the United States and China. If ultimately enacted, a 25% tariff could negatively impact our ability to source products from foreign jurisdictions and could adversely affect our results of operations or profitability.goods.


Based on product costs, approximately 70%54% of our total furniture purchases (which exclude accessories and mattresses) in 20182021 were for goods not produced domestically and approximately 35% were produced in China.domestically. All our purchases are denominated in U.S. dollars. As exchange rates between the U.S. dollar and certain other currencies become unfavorable, the likelihood of price increases from our vendors increases. Some of the products we purchase are also subject to tariffs. If tariffs are imposed on additional products or the tariff rates are increased our vendors may increase their prices. Such changes, if they occur, could have one or more of the following impacts:


·we could be forced to raise retail prices so high that we are unable to sell the products at current unit volumes;
we could be forced to raise retail prices so high that we are unable to sell the products at current unit volumes;
·
if we are unable to raise retail prices commensurately with the cost increases, gross profit as recognized under our LIFO inventory accounting method could be negatively impacted; or
·we may be forced to find alternative sources of comparable product, which may be more expensive than the current product, of lower quality, or the vendor may be unable to meet our requirements for quality, quantities, delivery schedules or other key terms.

Significant fluctuations and volatility in the cost of raw materials and componentsincreases, gross profit as recognized under our LIFO inventory accounting method could adversely affect our profits.be negatively impacted; or

The primary materials our vendors use to produce and manufacture our products are various woods and wood products, resin, steel, leather, cotton, and certain oil-based products. On a global and regional basis, the sources and prices of those materials and components are susceptible to significant price fluctuations due to supply/demand trends, transportation costs, government regulations and tariffs, changes in currency exchange rates, price controls, the economic and political climate, and other unforeseen circumstances. Significant increases in these and other costs in the future could materially affect our vendors’ costs and our profits as discussed above.

6
we may be forced to find alternative sources of comparable product, which may be more expensive than the current product, of lower quality, or the vendor may be unable to meet our requirements for quality, quantities, delivery schedules or other key terms.


We are dependent upon the ability of our third-party producers many of whom are located in foreign countries, to meet our requirements; any failures by these producers, to meet our requirements, or the unavailability of suitable producerssuppliers at reasonable prices or limitations on our ability to source from certain third-party producers may negatively impact our ability to deliver quality productsmerchandise to our customers on a timely basis or result in higher costs or reduced net sales.


We source substantially all of our products from non-exclusive, third-party producers, many of which are located in foreign countries. Although we have long-term relationships with many of our suppliers, we must compete with other companies for the production capacity of these independent manufacturers. We regularly depend upon the ability of third-party producers to secure a sufficient supply of raw materials, a skilled workforce, adequately finance the production of goods ordered and maintain sufficient manufacturing and shipping capacity. Although we monitor production and quality in many third-party manufacturing locations, we cannot be certain that we will not experience operational difficulties with our manufacturers, such as the reduction of availability of production capacity, errors in complying with product specifications, insufficient quality control, failures to meet production deadlines or increases in manufacturing costs. Such difficulties may negatively impact our ability to deliver quality products to our customers on a timely basis, which may, in turn, have a negative impact on our customer relationships and result in lower net sales.


7


We also require third-party producers to meet certain standards in terms of working conditions, environmental protection and other matters before placing business with them. As a result of costs relating to compliance with these standards, we may pay higher prices than some of our competitors for products. In addition, failure by our independent manufacturers to adhere to labor or other laws or business practices accepted as ethical, and the potential litigation, negative publicity and political pressure relating to any of these events, could disrupt our operations or harm our reputation.


Our vendors might fail in meeting our quality control standards or reacting to changes to the legislative or regulatory framework regarding product safety.


All of our vendors must comply with applicable product safety laws and regulations, and we are dependent on them to ensure that the products we buy comply with all safety standards. Any actual, potential or perceived product safety concerns could expose us to government enforcement action or private litigation and result in recalls and other liabilities. These could harm our brand'sbrand’s image and negatively affect our business and operating results.


Significant fluctuations in the price, availability and quality of raw materials and components have resulted in increased costs and caused production delays which, if continued, could result in a decline in sales, either of which could materially adversely impact our earnings.

The primary materials our vendors use to produce and manufacture our products are various woods and wood products, resin, steel, leather, cotton, and certain oil-based products. On a global and regional basis, the sources and prices of those materials and components are susceptible to significant price fluctuations due to supply/demand trends, transportation costs, government regulations and tariffs, changes in currency exchange rates, price controls, the economic and political climate, and other unforeseen circumstances. Furthermore, global supply chains have been negatively impacted by COVID-19 shutdowns and shipping delays. These global supply chain challenges could continue and in turn materially adversely impact the ability of our suppliers to fulfil our orders in a timely manner, it at all, and may lead to increased prices, which we may not be able to pass through to our customers.

Our revenue couldcan be adversely affected by risks inour ability to successfully forecast our supply chain.chain needs and our foreign manufacturers’ ability to comply with international trade rules and regulations.


Optimal product flow is dependent on demand planning and forecasting, production to plan by suppliers, and timely transportation. We often make commitments to purchase products from our vendors in advance of proposed production dates. Significant deviation from the projected demand for products that we sell may have an adverse effect on our results of operations and financial condition, either from lost sales or lower margins due to the need to reduce prices to dispose of excess inventory. Disruptions to our supply chain could result in late arrivals of product. This could negatively affect sales due to increased levels of out-of-stock merchandise and loss of confidence by customers in our ability to deliver goods as promised.


In addition, there is a risk that compliance lapses by our foreign manufacturers could occur which could lead to investigations by U.S. government agencies responsible for international trade compliance. Resulting penalties or enforcement actions could delay future imports or otherwise negatively impact our business. There also remains a risk that one or more of our foreign manufacturers will not adhere to applicable legal requirements or our compliance standards such as fair labor standards, the prohibition on child labor and other product safety or manufacturing safety standards. The violation of applicable legal requirements, including labor, manufacturing and safety laws, by any of our manufacturers, the failure of any of our manufacturers to adhere to our global compliance standards or the divergence of the labor practices followed by any of our manufacturers from those generally accepted in the U.S., could disrupt our supply of products from our manufacturers, result in potential liability to us and harm our reputation and brand, any of which could negatively affect our business and operating results.


78


Recent supply chain management disruption has had, and could continue to have, a material adverse effect on our results of operations.

Supply chain challenges have been faced by the entire home furnishings industry, including the Company, as a result of COVID-19 related labor shortages and supply chain disruptions. These supply chain disruptions have created significant delays in our ability to fulfill customer orders and increased backlogs. The risereceipt of inventory sourced from impacted areas has been slowed or disrupted and our merchandise suppliers are expected to face similar challenges in receiving materials and fulfilling our orders. In addition, ocean freight capacity issues continue to persist worldwide due to the ongoing global COVID-19 pandemic as there is much greater demand for shipping and reduced capacity and equipment, which has resulted in recent price increases per shipping container. Streamline ships are charging priority booking fees to allocate space as they have less ships and workers operating. While we continue to manage and evaluate our freight carriers, there is no indication that shipping container rates will return to historical levels in the near-term and these increases could have a material adverse effect on our consolidated results of operations.

Furthermore, transportation delays, higher oil and gasoline prices, could affectincreases on shipping containers rates, more extensive travel restrictions, closures or disruptions of businesses and facilities or social, economic, political or labor instability in the affected areas, may impact our profitability.

A significant increaseor our suppliers’ operations and in oil and gasoline pricesturn could adversely affect our profitability. We deliver substantially all of our customers’ purchases to their homes. Our distribution system, which utilizes three DCs and multiple home delivery centers is very transportation dependent to reach the 2122 states we deliver to from our stores across 16 Southern and Midwestern states.

If transportation costs exceed amounts we are able to effectively pass on to the consumer, either by higher prices and/or higher delivery charges, then our profitability will suffer.


Because of our limited number of distribution centers, should one become damaged, our operating results could suffer.


We utilize three large distribution centers to flow our merchandise from the vendor to the consumer. This system is very efficient for reducing inventory requirements but makes us operationally vulnerable should one of these facilities become damaged.damaged or experience significant business interruption. If such an interruption were to occur, our ability to deliver our products in a timely manner would likely be impacted.


OurWe rely extensively on information technology infrastructure is vulnerablesystems to damage thatprocess transactions, summarize results, and manage our business. Disruptions in our information technology systems could harmadversely affect our business.business and operating results.


Our ability to operate our business from day to day, in particular our ability to manage our point-of-sale, distribution system and credit operations,payment information, largely depends on the efficient operation of our computer hardware and software systems. We use management information systems to communicate customer information, provide real-time inventory information, manage our credit portfolio and to handle all facets of our distribution system from receipt of goods in the DCs to delivery to our customers’ homes. These systems are subject to damage or interruption from power outages, computer and telecommunications failures, viruses, phishing attempts, cyber‑attacks, malware and ransomware attacks, security breaches, severe weather, natural disasters, and errors by employees.


The failure of these systems to operate effectively, problems with integrating various data sources, challenges in transitioning to upgraded or replacement systems, difficulty in integrating new systems, or a breach in security of these systems could adversely impact the operations of our business. Though losses arising from some of these issues would be covered by insurance, interruptions of our critical business information technology systems or failure of our back-up systems could result in longer production times or negatively impact customers resulting in damage to our reputation and a reduction in sales. If our critical information technology systems or back-up systems were damaged or ceased to function properly, we might have to make a significant investment to repair or replace them.


9


Successful cyber-attacks and the failure to maintain adequate cyber-security systems and procedures could materially harm our business.

Cyber threats are rapidly evolving and those threats and the means for obtaining access to information in digital and other storage media are becoming increasingly sophisticated. Cyber threats and cyber-attackers, including ransomware attacks, can be sponsored by countries or sophisticated criminal organizations or be the work of single "hackers"“hackers” or small groups of "hackers."“hackers.”


We invest in industry standard security technology to protect the Company’s data and business processes against risk of data security breach and cyber-attack. Our data security management program includes identity, trust, vulnerability and threat management business processes as well as adoption of standard data protection policies. We measure our data security effectiveness through industry accepted methods.  We are continuously installing new and upgrading existing information technology systems. We use employee awareness training around phishing, malware, and other cyber risks to ensure that the Company is protected, to the greatest extent possible, against cyber risks and security breaches. We are regularly the target of attempted cyber and other security threats and must continuously monitor and develop our information technology networks and infrastructure to prevent, detect, address and mitigate the risk of unauthorized access, misuse, computer viruses and other events that could have a security impact. Insider or employee cyber and security threats are increasingly a concern for all companies, including ours. Additionally, we certify our major technology suppliers and any outsourced services through accepted security certification standards.

8


Nevertheless, as cyber threats evolve, change and become more difficult to detect and successfully defend against, one or more cyber-attacks might defeat our or a third-party service provider'sprovider’s security measures in the future and obtain the personal information of customers, employees or employees.business partners. Employee error or other irregularities may also result in a failure of security measures and a breach of information systems. Moreover, hardware, software or applications we use may have inherent defects of design, manufacture or operations or could be inadvertently or intentionally implemented or used in a manner that could compromise information security. A security breach and loss of information may not be discovered for a significant period of time after it occurs. While we have no knowledge of a material security breach to date, any compromise of data security could result in a violation of applicable privacy and other laws or standards, the loss of valuable business data, or a disruption of our business. AIn addition, the costs to eliminate or alleviate network security problems, bugs, viruses, worms, malicious software programs and security vulnerabilities could be significant, and our efforts to address these problems may not be successful, resulting potentially in the theft, loss, destruction or corruption of information we store electronically, as well as unexpected interruptions, delays or cessation of service, any of which could cause harm to our business operations. Moreover, a security breach involving the misappropriation, loss or other unauthorized disclosure of sensitive or confidential information could give rise to unwanted media attention, materially damage our customer relationships and reputation, and result in fines, fees, or potential liabilities, which may not be covered by our insurance policies.policies, as well as risk of litigation, each of which could have a material adverse effect on our business, results of operations and financial condition.


Our business is dependent on certain key personnel; if we lose key personnel or are unable to hire additional qualified personnel, our business may be harmed.

The success of our business depends upon our ability to retain continued service of certain key personnel, and to attract and retain additional qualified key personnel in the future. We face risks related to loss of any key personnel and we also face risks related to any changes that may occur in key senior leadership executive positions. Any disruption in the services of our key personnel could make it more difficult to successfully operate our business and achieve our business goals and could adversely affect our results of operation and financial condition. These changes could also increase the volatility of our stock price.
10


Competition for qualified employees and personnel in the retail industry is intense and we may be unable to retain personnel that are important to our business or hire additional qualified personnel. The process of identifying personnel with the combination of skills and attributes required to carry out our goals is often lengthy. Our success depends to a significant degree upon our ability to attract, retain and motivate qualified management, marketing and sales personnel, and store managers, and upon the continued contributions of these people. In addition, our operations require the services of qualified and experienced management personnel, with expertise in the areas including information technology and supply chain management. We cannot assure you that we will be successful in attracting and retaining qualified executives and personnel.

Furthermore, a significant portion of our success depends in part upon our ability to attract, motivate and retain a sufficient number of store and other employees who understand and appreciate our corporate culture and customers. Turnover in the retail industry is generally high. Excessive employee turnover will result in higher employee costs associated with finding, hiring and training new store employees. If we are unable to hire and
retain store and other personnel capable of consistently providing a high level of customer service, our ability to open new stores and service the needs of our customers may be impaired, the performance of our existing and new stores and operations could be materially adversely affected and our brand image may be negatively impacted.

Risks Related to Our Industry

An overall decline in the health of the economy and consumer spending may affect consumer purchases of discretionary items, which could reduce demand for our products and materially harm our sales, profitability and financial condition.

Our business depends on consumer demand for our products and, consequently, is sensitive to a number of factors that influence general consumer spending on discretionary items in particular. Factors influencing consumer spending include general economic conditions, consumer disposable income, fuel prices, inflation, recession and fears of recession, unemployment, inclement weather, availability of consumer credit, consumer debt levels, conditions in the housing market, interest rates, sales tax rates and rate increases, sustained periods of inflation, civil disturbances and terrorist activities, foreign currency exchange rate fluctuations, consumer confidence in future economic and political conditions, natural disasters, and consumer perceptions of personal well‑being and security, including health epidemics or pandemics, such as the COVID-19 pandemic. Prolonged or pervasive economic downturns could slow the pace of new store openings or cause current stores to temporarily or permanently close. Adverse changes in factors affecting discretionary consumer spending have reduced and may continue to further reduce consumer demand for our products, thus reducing our sales and harming our business and operating results.

Historically, because customers consider home furnishings to be postponable purchases, the home furnishings industry has been subject to cyclical variations in the general economy and to uncertainty regarding future economic prospects. Should the current economic recovery falter or the current recovery in housing starts to stall, consumer confidence and demand for home furnishings could deteriorate, which could adversely affect our business through its impact on the performance of our stores.

ITEM 1B.    UNRESOLVED STAFF COMMENTS
Not applicable.None.


11


ITEM 2.   ROPERTIESPROPERTIES
Stores
Our retail store space at December 31, 20182021 totaled approximately 4.4 million square feet for 120121 stores.  The following table sets forth the number of stores we operated at December 31, 20182021 by state:


StateNumber of Stores StateNumber of StoresNumber of Stores StateNumber of Stores
Florida29 Maryland430 
Maryland
4
Texas22 
Arkansas
321 
Arkansas
3
Georgia18 Louisiana317 
Louisiana
3
North Carolina8 Kentucky28 
Kentucky
2
Virginia8 Ohio28 
Missouri
2
South Carolina6 Indiana17 
Ohio
2
Alabama6 Kansas16 
Indiana
1
Tennessee6 Missouri16 
Kansas
1


The 40 retail locations which we owned at December 31, 20182021 had a net book value for land and buildings of $80.5$65.4 million. Additionally, we had 19 leased locations open whose properties have a net book value of $50.9 million which, due to financial accounting rules, are included on our balance sheets. The remaining 6181 locations are leased by us with various termination dates through 20322035 plus renewal options.


Distribution Facilities
We lease or ownall of our distribution facilities except for the Virginia property. Our regional distribution facilities are in the following locations:

Location
 Owned or LeasedApproximate Square Footage
Braselton, GeorgiaLeased808,000
Coppell, TexasOwned394,000
Lakeland, FloridaOwned335,000
Colonial Heights, VirginiaOwned129,000
Fairfield, OhioLeased50,000
Theodore, AlabamaLeased42,000
Memphis, TennesseeLeased30,000

Corporate Facilities
We lease approximately 48,000 square feet on two floors of a suburban mid-rise office building located at 780 Johnson Ferry Road, Suite 800, Atlanta, Georgia.

We believe that our facilities are suitable and adequate for present purposes, and that the productive capacity in such facilities is substantially being utilized. 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.


ITEM 3.  LEGAL PROCEEDINGS
There are no material pendingFrom time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to whichinherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we arebelieve will have a partymaterial adverse effect on our business, financial condition or of which any of our properties is the subject.operating results.


ITEM 4.  MINE SAFETY DISCLOSURES
Not applicable.

9
12


INFORMATION ABOUT OUR EXECUTIVE OFFICERS OF THE REGISTRANT


The following are the names, ages and current positions of our executive officers and, if they have not held those positions for the past five years, their former positions during that period with Havertys or other companies.


 

Name, age and office (at December 31, 2018) and year elected to office
 Principal occupation during last five years other than office of the Company currently held
Clarence H. Smith68
Chairman of the Board
President and Chief Executive
  Officer
Director
2012
2002
 
1989
 President and Chief Executive Officer
Steven G. Burdette57
Executive Vice President,
  Operations
2017 Executive Vice President, Stores, 2008-2017
J. Edward Clary58
Executive Vice President,
 and Chief Information Officer
2015 
Senior Vice President, Distribution and Chief Information Officer
2008-2015
Kathleen M. Daly56Senior Vice President, Marketing2014 Head of Industry, Retail/Vertical with Google, 2007-2014
Allan J. DeNiro65
Senior Vice President, Chief
   People Officer
2010 Has held this position for the last five years
John L. Gill55Senior Vice President, Merchandising2018 
Vice President, Merchandising 2017-2018; Eastern Regional Manager 2016-2018; Vice President, Operations 2015-2017;
Western Regional Manager 2005-2015
Richard B. Hare52Executive Vice President and Chief Financial Officer2017 
Senior Vice President,
Finance, Treasurer and Chief Financial Officer of Carmike Cinemas, Inc., 2006-2016
Rawson Haverty, Jr.62
Senior Vice President, Real
  Estate and Development
Director
1988
 
1992
 Has held this position for the last five years
Jenny Hill Parker60
Senior Vice President, Finance,
  Secretary and Treasurer
2010 Has held this position for the last five years
Janet E. Taylor57
Senior Vice President,
  General Counsel
2010 Has held this position for the last five years
 
Name, age and office (as of March 1, 2022) and year elected to office
 Principal occupation during last five years other than office of the Company currently held
Clarence H. Smith
71
Chairman of the Board
Chief Executive Officer
 
Director
2012
2002
 
1989
 
President and Chief Executive Officer, 2002-March 1, 2021
Steven G. Burdette
60
President
 
2021 
Executive Vice President, Operations 2017-March 1, 2021
Executive Vice President, Stores, 2008-2017
J. Edward Clary
61
Executive Vice President,
  and Chief Information Officer
2015 
Senior Vice President, Distribution and Chief Information Officer
2008-2015
John L. Gill
58
Executive Vice President, Merchandising
2019 
Senior Vice President, Merchandising 2018-2019;
Vice President, Merchandising 2017-2018; Vice President, Operations 2015-2017; Eastern Regional Manager 2016-2018.
Richard B. Hare
55
Executive Vice President and
  Chief Financial Officer
2017 
Senior Vice President,
Finance, Treasurer and Chief Financial Officer of Carmike Cinemas, Inc., 2006-2016
Helen B. Bautista
55
Senior Vice President, Marketing
2021 
Vice President, Marketing for Havertys, 2019-March 1, 2021;
Senior Vice President Group Account Director, 2018-2019, Vice President Group Account Director 2016-2018, Group Account Director, 2013-2016 all for Fitzco, a McCann World Group Agency
Kelley A. Fladger
52
Senior Vice President and
  Chief Human Resources Officer
2019 
Vice President, Human Resource Services, 2016-2019 and Chief Diversity and Inclusion Officer, 2017-2019 for Perdue Farms, Inc.;
Vice President, People Strategy and Corporate Human Resources 2014-2016 for Belk, Inc.



13

Name, age and office (as of March 1, 2022) and year elected to office
Principal occupation during last five years other than office of the Company currently held
Rawson Haverty, Jr.
65
Senior Vice President, Real
  Estate and Development
Director
1988
 
1992
 
Has held this position for the last five years
Jenny Hill Parker
63
Senior Vice President, Finance,
  and Corporate Secretary
2019 
Senior Vice President, Finance, Treasurer and Corporate Secretary
2010-2019
Janet E. Taylor
60
Senior Vice President,
  General Counsel
2010 
Has held this position for the last five years
Rawson Haverty, Jr. and Clarence H. Smith are first cousins.


Our executive officers are elected or appointed annually by the Board of Directors for terms of one year or until their successors are elected and qualified, subject to removal by the Board at any time.
1014


PART II


ITEM 5.   MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES



Market Information


Our two classes of common stock trade on The New York Stock Exchange (“NYSE”). The trading symbol for the common stock is HVT and for Class A common stock is HVT.A.


Stockholders


Based on the number of individual participants represented by security position listings, there are approximately 3,94012,469 holders of our common stock and 160181 holders of our Class A common stock as of February 26, 2019.10, 2022.


Dividends


We have historically paid and expect to continue to pay for the foreseeable future, quarterly cash dividends on our Common Stock and Class A Common Stock. The payment of dividends and the amount are determined by the Board of Directors and depend upon, among other factors, our earnings, operations, financial condition, capital requirements and general business outlook at the time such dividend is considered. We have paid a cash dividend in each year since 1935. Our credit agreement includes covenants that may restrict our ability to pay dividends. For more information, see Note 5, “Credit Arrangements,Arrangement,” and Note 9, “Stockholders“Stockholders’ Equity,” in the Notes to Consolidated Financial Statements.


Equity Compensation Plans


For information regarding securities authorized for issuance under our equity compensation plans, see Part III, Item 12, “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.”


Stock Repurchase ProgramIssuer Purchases of Equity Securities
The board

In August and November 2021, our Board of directors hasDirectors authorized management, at its discretion, to purchase and retire limitedadditional amounts under a share repurchase program. We made cash payments of $41.8 million for repurchases of our common stock through open market purchases during 2021 and Class A common stock. A program was initially approved by the board on November 3, 1986 with subsequent authorizations made as to the number of shares tothere is approximately $25.0 million at December 31, 2021 that may yet be purchased or amount to be purchased in total dollars. On November 16, 2018,under the board authorized the Company to purchase up to $15.0 million of its common and Class A common stock after the balance of approximately $1.3 million from a previous authorization is utilized. In addition to using cash flow for profitable growth and the payment of dividends, opportunistic repurchases during periods of favorable market conditions is another way to enhance stockholder value.existing authorization.

The following table presents information with respect to our repurchaserepurchases of Havertys’ common stock during the fourth quarter of 2018.2021:


  




(a)
Total Number of Shares Purchased
  





(b)
Average Price Paid Per Share
  
(c)
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
  
(d)
Approximate Dollar Value of Shares That
May Yet be Purchased Under the Plans or Programs
 
October 1 – October 31          $5,555,961 
November 1 – November 30  202,663  $21.10   202,663  $16,279,813 
December 1 – December 31          $16,279,813 


  (a)  (b)  (c)  (d) 
  

Total Number of Shares Purchased
  

Average Price
Paid Per Share
  

Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs
  

Approximate Dollar
Value of Shares That
May Yet be Purchased
Under the Plans
or Programs
 
October 1 – October 31  
   
   
  
$
22,321,200
 
November 1 – November 30  
403,627
  $
33.08
   
403,627
  
$
33,970,000
 
December 1 – December 31  
291,000
  $
30.80
   
291,000
  
$
25,006,000
 
Total  
694,627
       
694,627
     



11
15


Stock Performance Graph


The following graph compares the performance of Havertys’ common stock and Class A common stock against the cumulative return of the NYSE/AMEX/Nasdaq Home Furnishings & Equipment Stores Index (SIC Codes 5700 – 5799) and the S&P SmallcapSmallCap 600 Index for the period of five years commencing December 31, 20132016 and ended December 31, 2018.2021. The graph assumes an initial investment of $100 on January 1, 20132015 and reinvestment of dividends. NOTE: Prepared by Zacks Investment Research, Inc. Used with permission. All rights reserved. Copyright 1980-2022. Index Data: Copyright Standard and Poor’s, Inc. Used with permission. All rights reserved.


graphic

  2013  2014  2015  2016  2017  2018 
                   
HVT $100.00  $74.29  $73.52  $86.94  $84.49  $76.04 
HVT-A $100.00  $73.21  $72.89  $85.07  $86.01  $72.98 
S&P Smallcap 600 Index $100.00  $105.76  $103.67  $131.20  $148.56  $135.96 
SIC Codes 5700-5799 $100.00  $91.28  $68.88  $70.74  $90.04  $72.17 




  2016  2017  2018  2019  2020  2021 
                   
HVT 
$
100.00
  
$
97.18
  
$
87.46
  
$
97.59
  
$
149.14
  
$
179.89
 
HVT-A 
$
100.00
  
$
101.11
  
$
85.79
  
$
97.65
  
$
155.27
  
$
175.86
 
S&P SmallCap 600 Index 
$
100.00
  
$
113.23
  
$
103.63
  
$
127.24
  
$
141.60
  
$
179.58
 
SIC Codes 5700-5799 
$
100.00
  
$
127.28
  
$
102.02
  
$
151.70
  
$
206.24
  
$
286.79
 



1216


ITEM 6.SELECTED FINANCIAL DATA   RESERVED


The following selected financial data and non-GAAP financial measures should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in Item 7 below and the “Consolidated Financial Statements and the Notes to Consolidated Financial Statements” included in Item 8 below.

  Year ended December 31, 
(Dollars in thousands, except per share data) 2018  2017  2016  2015  2014 
Results of Operations               
Net sales $817,733  $819,866  $821,571  $804,870  $768,409 
Net sales change over prior year  (0.3)%  (0.2)%  2.1%  4.7%  3.0%
Comp-store sales change over prior year  0.3%  (1.3)%  2.1%  2.5%  3.6 %
Gross profit  446,542   444,923   443,337   430,776   412,366 
Percent of net sales  54.6%  54.3%  54.0%  53.5%  53.7 %
Selling, general and administrative expenses  404,856   402,884   399,236   384,801   364,654 
Percent of net sales  49.5%  49.1%  48.6%  47.8%  47.5 %
Income before income taxes(1)
  40,408   43,223   45,821   45,275   25,257 
Net income (1)
  30,307   21,075   28,356   27,789   8,589 
Share Data                    
Diluted earnings per share                    
Common Stock $1.42  $0.98  $1.30  $1.22  $0.37 (1)
Class A Common Stock  1.39   0.94   1.27   1.17   0.33 
Cash dividends – amount per share:                    
Common Stock(2)
 $1.720  $0.540  $1.440  $0.360  $1.320 
Class A Common Stock(2)
 $1.630  $0.510  $1.365  $0.340  $1.250 
Shares outstanding (in thousands):                    
Common Stock  18,780   19,452   19,287   20,124   20,568 
Class A Common Stock  1,757   1,767   1,818   2,032   2,081 
       Total shares  20,537   21,219   21,104   22,156   22,649 
Financial Position                    
Inventories $105,840  $103,437  $102,020  $108,896  $107,139 
Capital expenditures $21,473  $24,465  $29,838  $27,143  $30,882 
Depreciation/amortization expense  29,806   30,516   29,045   25,756   22,613 
Total assets $440,179  $461,329  $454,505  $471,251  $460,987 
Total debt(3)
  50,803   54,591   55,474   53,125   49,065 
Stockholders’ equity  274,629   294,142   281,871   301,739   292,083 
Debt to total capital  15.6%  15.7%  16.4%  15.0%  14.4 %
Net cash provided by operating activities  70,392   52,457   60,054   52,232   55,454 
Other Supplemental Data:                    
Employees  3,418   3,551   3,656   3,596   3,388 
Retail sq. ft. (in thousands) at year end  4,417   4,517   4,494   4,380   4,283 
Annual retail net sales per weighted average sq. ft. $185  $185  $188  $185  $183 
Average sale per written ticket $2,184  $2,091  $2,048  $2,002  $1,912 
Due to rounding amounts may not add to totals.
(1)Includes for 2014 the impact of the settlement of the pension plan of a $21.6 million increase in expense and a tax benefit of $0.9 million, for a total impact of $20.7 million after tax or $0.90 per share.
(2)Includes special dividends of $1.00 for Common Stock and $0.95 for Class A Common Stock paid in the third quarter of 2014 and in the fourth quarter of 2016 and 2018.
(3)Debt is comprised completely of lease obligations.
13

ITEM 7.   MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Overview


Industry
The retail residential furniture industry'sindustry’s results are influenced by the overall strength of the economy, new and existing housing sales, consumer confidence, spending on large ticket items, interest rates, and availability of credit. These factors remain tempered by rising consumer debt, home inventory constraints, and tight access to home mortgage credit, all of which provide impediments to industry growth.


Our Business
We sell home furnishings in our retail stores and via our website and record revenue when the products are delivered to our customer. Our products are selected to appeal to a middle to upper-middle income consumer across a variety of styles. Our commissioned sales associatesteam members receive a high level of product training and are provided a number of tools with which to serve our customers. We also have over 120 in‑home designers serving most of our stores. These individuals work with our sales associatesteam members to provide customers additional confidence and inspiration in their furniture purchase journey. We do not outsource the delivery function, something common in the industry, but instead ensure that the “last contact” is handled by a customer-oriented Havertys delivery team. We are recognized as a provider of high-quality fashionable products and exceptional service in the markets we serve.


2018Impact of COVID-19 
Sales were slightly lower
The COVID-19 pandemic continues to impact numerous aspects of our business. 

Our sales remain at record levels as we have experienced unprecedented customer demand for our products during the COVID-19 pandemic. Consumers not negatively impacted financially are spending on their homes. Our online shopping and chat continued to surge during 2021 and outpaced similar activity in 2018 than in 2017, falling 0.3% or $2.2 million. Our2020. Store traffic remained strong as customers shop online but want to touch, see, and comfort test before purchasing. Consumers are also favoring quality over price and our average ticket rose in 2021 compared to 2020. Our main priority continues to be the health, safety and well-being of our customers and employees. We continue to invest in supplies for the protection of our employees and customers and increased 4.4% but store traffic was down mid-single digits. Gross profitthe frequency of cleaning and disinfecting our stores. Demand is outpacing product availability in many categories. Manufacturers are challenged to ensure safe work environments and have encountered raw material shortages and transportation capacity issues. Our supply chain and sales teams, supported by a strong IT infrastructure, are working to communicate with customers and manage delivery expectations.

The long-term impact to our business remains unknown as a percentwe are unable to accurately predict the impact that COVID-19 will have due to numerous uncertainties, including the severity and transmissibility of net sales increased 30 basis points. SG&A costs increased less than 1% but with less leverage increased 40 basis points as a percentthe disease, the duration of sales. Our pre-tax income was $40.4 million, a decreasethe outbreak, the likelihood of 6.5% or $2.8 million. Our fourth quarter results were pre-tax incomeadditional variants and resurgences of $12.3 million, down from $14.1 millionthe outbreak, actions that may be taken by governmental authorities in response to the prior year period. We made $21.5 milliondisease, the distribution, efficacy and public acceptance of vaccines, and unintended consequences of the foregoing. Furthermore, the continuing pandemic and related economic uncertainty may result in important capital expenditure investments inprolonged disruption and volatility to our business and returned $54.2 millionmagnify certain risks, including risks associated with our supply chain and sourcing quality merchandise domestically and outside the U.S.; our ability to shareholderspromptly adjust inventory levels to meet fluctuations in customer demand; our ability to comply with $15.0 million in dividends, $20.5 million in special cash dividends,complex and $18.7 million in purchasesevolving laws and regulations related to customers’ and employees’ health and safety; our ability to open new store locations and expand or remodel existing stores; and our ability to hire and train qualified employees to address temporary or sustained labor shortages.

At this point, we cannot reasonably estimate the duration of common stock.the pandemic’s influence on consumers and the “nesting” economy. 


17


Management Objectives
Management is focused on capturing more market share and increasing sales per square foot of showroom space. This organic growth will be driven by concentrating our efforts on our customers with improved interactions highlighted by new products, services, enhanced storeshigh touch service and better technology. The Company’s strategies for profitability include gross margin focus, targeted marketing initiatives, productivity and process improvements, and efficiency and cost-saving measures. Our focus is to serve our customers better and distinguish ourselves in the marketplace.


Key Performance Indicators
We evaluate our performance based on several key metrics which include net sales, comparable store sales and written comparable store sales, sales per weighted average square foot, gross profit, operatingselling, general and administrative costs as a percentage of sales, EBITDA,operating income, cash flow, total debt to total capital, and earnings per share. The goal of utilizing these measurements is to provide tools in economic decision-making such as store growth, capital allocation and product pricing. We also employ metrics that are customer focused (customer satisfaction score, on-time-delivery and quality), and internal effectiveness and efficiency metrics (sales per employee, average sale per ticket, closing ratios per customer store visit, inventory out-of-stock, exceptions per deliveries, and lost time incident rate).  These measurements aid us in determining areas of our operations that are in need of additional attention but are not evaluated in isolation from others, so as not to conflict with our company goals.


Net Salessales is the revenues from merchandise sales and related fees, net of expected returns and sales tax. We record our sales when the merchandise is delivered to the customer.


Comparable-store or “comp-store” sales is a measure which indicates the performance of our existing stores and website by comparing the growth in sales in store and online for a particular periodmonth over the corresponding periodmonth in the prior year. Stores are considered non-comparable if they were not open for less than 12 full calendar monthsduring the corresponding month in the prior year or if the selling square footage has been changed significantly during the past 12 full calendar months.by more than 10%. Large clearance sales events from warehouses or temporary locations are also excluded from comparable store sales. The method we use to compute comp-store sales asmay not be the same method used by other retailers.

We also track written sales and written comp-store sales. Written sales are periods when stores are closeda customer makes a deposit or being remodeled.pays in full, and places an order. Written sales shows the current pace or trend of customer transactions. The lag time between customers placing orders and delivery grew in 2020 and remained high during 2021 due to demand outpacing merchandise supply and disruptions in supply chain. As a retailer, comp‑store sales isand written comp‑store sales are an indicator of relative customer spending and store performance. Comp-store sales, total written sales and written comp-store sales are intended only as supplemental information and is not a substitute for net sales presented in accordance with US GAAP.


Sales per weighted average (“WAVG”) square foot is calculated by dividing net sales by WAVG square footage. WAVG square footage is a daily WAVG based on the ratio of the days open in a period to the total days in the period.

1418

Total sales decreased $2.2 million or 0.3%
Results of Operations and Non-GAAP Measures

The table and discussion below should be read in 2018conjunction with our consolidated financial statements and $1.7 million or 0.2%related notes included in 2017.  Comparable store sales, which includes online sales, increased 0.3% or $2.2 million in 2018 and decreased 1.3% or $10.9 million in 2017. The remaining $4.4 million in 2018 and $9.2 million in 2017 of the changes were from closed, new and otherwise non-comparable stores.this report.


Statement of Earnings Data Year Ended December 31, 
(Dollars in thousands, except per share data) 2021  
2020(1)
  2019  2018  2017 
Net sales 
$
1,012,799
  
$
748,252
  
$
802,291
  
$
817,733
  
$
819,866
 
Gross profit  
574,625
   
418,994
   
434,488
   
446,542
   
444,923
 
Percent of net sales  56.7%  56.0%  54.2%  54.6%  54.3%
Selling, general and administrative expenses(2)
  
456,267
   
377,288
   
407,456
   
404,856
   
402,884
 
Percent of net sales  45.1%  50.4%  50.8%  49.5%  49.1%
Income before income taxes(2)(3)
  
118,535
   
76,731
   
28,724
   
40,408
   
43,223
 
Percent of net sales  11.7%  10.3%  3.6%  4.9%  5.3%
Net income(2)(3)
  
90,803
   
59,148
   
21,865
   
30,307
   
21,075
 
Percent of net sales  9.0%  7.9%  2.7%  3.7%  2.6%
Share Data                    
Diluted earnings per Common share(2)(3)
 
$
4.90
  
$
3.12
  
$
1.08
  
$
1.42
  
$
0.98
 
Cash dividends – per share:                    
Common Stock(4)
 
$
2.97
  
$
2.77
  
$
0.76
  
$
1.72
  
$
0.54
 
Class A Common Stock(4)
 
$
2.79
  
$
2.62
  
$
0.72
  
$
1.63
  
$
0.51
 
Diluted weighted average common shares outstanding  
18,543
   
18,932
   
20,261
   
21,295
   
21,599
 
Balance Sheet Data                    
Total assets 
$
686,290
  
$
680,372
  
$
560,072
  
$
440,179
  
$
461,329
 
Inventories
  
112,031
   
89,908
   
104,817
   
105,840
   
103,437
 
Net property and equipment(5)
  
126,099
   
108,366
   
156,534
   
218,852
   
229,215
 
Right-of-use lease assets  
222,356
   
228,749
   
175,474
   
   
 
Lease liabilities  
230,352
   
233,666
   
179,055
   
   
 
Customer deposits  
98,897
   
86,183
   
30,121
   
24,465
   
27,813
 
Total debt(6)
  
   
   
   
50,803
   
54,591
 
Stockholders’ Equity  
255,970
   
252,967
   
260,503
   
274,629
   
294,142
 
Statement of Cash Flows Data                    
Net cash provided by operating activities 
$
97,242
  
$
130,191
  
$
63,419
  
$
70,392
  
$
52,457
 
Depreciation and amortization(5)
  
16,304
   
18,207
   
20,596
   
29,806
   
30,516
 
Capital expenditures
  
34,090
   
10,927
   
16,841
   
21,473
   
24,465
 
Dividends paid  
52,446
   
50,521
   
15,056
   
35,464
   
11,392
 
Share repurchases  
41,809
   
19,708
   
29,757
   
18,732
   
 
Other Supplemental Data and Metrics                    
Number of stores  
121
   
120
   
121
   
120
   
124
 
Retail square footage at year-end  
4,354
   
4,352
   
4,426
   
4,417
   
4,517
 
Sales per WAVG retail square foot ($)  
232
   
173
   
183
   
185
   
185
 
Average ticket ($)(7)
  
2,865
   
2,482
   
2,323
   
2,184
   
2,091
 
Net sales increases (%)  
35.4
%  
(6.7
)%
  
(1.9
)%
  
(0.3
)%
  
(0.2
)%
Comparable store sales increase (%)  
17.9
%  
5.0
%
  
(1.4
)%
  
0.3
%
  
(1.3
)%
Employees  
2,845
   
2,766
   
3,425
   
3,418
   
3,551
 
(1)Stores were closed and delivery operations were paused for approximately six weeks due to COVID-19.
(2)Includes impairment loss of $2.4 million, or $1.8 million after tax, on a retail store in 2019 which impacted diluted earnings per share $0.09.
(3)Includes gain of $31.6 million on a sale-leaseback transaction in 2020 which impacted diluted earnings per share $1.24.
(4)Includes special dividends of $2.00 for Common Stock and $1.90 for Class A Common Stock paid in the fourth quarter of 2021 and 2020 and $1.00 for Common Stock and $0.95 for Class A Common Stock paid in the fourth quarter of 2018.
(5)We adopted ASC 840 effective January 1, 2019. The cumulative effect included a reduction of property and equipment, net of $53,519,000. Amortization of buildings under lease was included in depreciation expense.
(6)Debt is comprised completely of lease obligations accounted for under ASC 840, prior to adoption of ASU 2016-02.
(7)Average ticket is calculated by dividing total sales by the number of orders.
19


Net Sales

The following outlines our sales and comp-store sales increases and decreases for the periods indicated. (Amounts and percentages may not always add to totals due to rounding.)
  December 31, 
  2018 2017 2016 
  

Net Sales
  Comp-Store Sales 

Net Sales
  Comp-Store Sales 

Net Sales
  Comp-Store Sales 
Period
Ended
 
Dollars
in millions
  
%
Increase
(decrease)
over prior
period
  
% Increase
(decrease)
over prior
period
 
Dollars
in millions
  
% Increase
(decrease)
over prior
period
  
% Increase
(decrease)
over prior
period
 
Dollars
in millions
  
% Increase
(decrease)
over prior
period
  
%
Increase
(decrease)
over prior
period
 
Q1  $199.4       (0.5)%
     (1.1)%
 $200.4      3.0%
  1.6%
 $194.5      1.7%
     0.9%
Q2   198.8   1.0
  1.3
  196.8   1.1
  (0.2)
  194.8   3.8
  3.8
Q3   210.5   1.4
  2.6
  207.6   (1.9)
  (2.9)
  211.7   0.8
  1.2
Q4   209.0   (2.8)
  (1.6)
  215.0   (2.6)
  (3.5)
  220.6   2.2
  2.5
Year  $817.7       (0.3)%
      0.3%
 $819.9       (0.2)%
     (1.3)%
 $821.6      2.1%
     2.1%


  December 31, 
  2021  2020  2019 
  Net Sales  Comp-Store Sales  Net Sales  Comp-Store Sales  Net Sales  Comp-Store Sales 
Period
Ended
 Dollars
in millions
 % Increase
(decrease)
over prior
period
  % Increase
(decrease)
over prior
period
  Dollars
in millions
 % Increase
(decrease)
over prior
period
  % Increase
(decrease)
over prior
period
  Dollars
in millions
 % Increase
(decrease)
over prior
period
  % Increase
(decrease)
over prior
period
 
Q1
 
$
236.5
  
31.8
%
  
11.5
%
 
$
179.4
  
(4.2
)%
  
11.6
%
 
$
187.2
  
(6.1
)%
  
(4.7
)%
Q2
  
250.0
  
127.3

  
46.9

  
110.0
  
(42.7
)
  
(15.2
)
  
191.9
  
(3.5
)
  
(2.3
)
Q3
  
260.4
  
19.7

  
17.7

  
217.5
  
3.9
   
4.0
   
209.3
  
(0.6
)
  
(0.4
)
Q4
  
265.9
  
10.2

  
9.2

  
241.3
  
12.9
   
13.7
   
213.8
  
2.3
   
1.4
 
Year
 
$
1,012.8
  
35.4
%
  
17.9
%
 
$
748.3
  
(6.7
)%
  
5.0
%
 
$
802.3
  
(1.9
)%
  
(1.4
)%

Sales in 20182021 reached record levels for each quarter as customer demand remained strong despite ongoing COVID concerns and supply chain challenges. The comparisons for 2020 reflect the impact of our store closures in mid‑March and re-opening on May 1, and the surge in business that followed. In response to increasing product and freight costs, we raised our retail prices. The impact of the supply chain disruptions is reflected in our sales by merchandise category. Our mattress business, as a percent of total sales, continues to lag at 8.9% compared to its pre-pandemic level of 11.3%. The impact of the factory closures in Vietnam affected our sales of bedroom furniture, particularly in the fourth quarter, and we expect this may continue into the second quarter of 2022. Our upholstery suppliers made good strides towards meeting demand and sales in this category in 2021 increased 37.3% over 2020 and as a percent of total sales increased 60 basis points. COVID concerns continue to affect sales generated by our in-home designers and as a percent of our total sales they remain at the 2020 level of 22.8%.

Our ability to deliver customer orders has improved from 2020 but is still longer than pre-pandemic time frames. Manufacturers are beginning to recover from raw material shortages but are still challenged by worker shortages. Transportation logistics continue to contribute to the supply chain disruption. Our warehouse and delivery operations are also adjusting to personnel shortages. Time between purchase and delivery lengthened from our pre-pandemic average of 3 to 5 days for in stock items to 1 to 2 weeks due to staffing constraints. We have added additional team members and purchases of in stock product were generally delivered within 3 to 5 days during the last quarter of 2021. The disruptions to our supply chain have resulted in lower inventory and for out‑of‑stock merchandise delivery times can be 8 to 12 weeks. Our vendor partners for special order products continue to experience delays, but are reducing their backlogs and delivery on these orders are now 12 to 20 weeks on average. 

Sales in 2020 were impacted by COVID-19. Our written sales suffered during the first weeks of March as information and news coverage concerning the pandemic increased. We closed our stores and paused operations mid-March. We enacted our business continuity plan in April which anticipated continued low levels of sales. Most stores reopened on May 1 with approximately 76% of their original staff, store hours were reduced 17%, and delivery capacity was also reduced. Our business was very strong upon reopening, total written sales for the two months ended June 30, 2020 were up 13.9% and written comparable store sales were up 17.5% compared to the same two-month period in 2019. Our written sales remained strong during the third quarter of 2020 with total written sales up 22.8% and written comparable store sales rose 22.6% over the same period in 2019. Our written sales in the fourth quarter were up 16.7% and written comp-store sales rose 17.5%.

Our delivery capacity was reduced as part of our business continuity plan in 2020. Deliveries resumed on May 5 with reduced personnel and capacity and total sales from May 5 through June 30, 2020 were down 13.4% compared with the same period of 2019. Demand quickly began to outpace supply and we worked during the third quarter to increase our inventory levels and delivery capacity. We adjusted our operations during the third quarter, adding additional personnel and worked with our vendors to accelerate orders.

20


Revenues by product category as a percentage of net sales in 2020 increased over 2019 by 220 basis points in upholstery sales and by 60 basis points in home office due to “nesting” buying, and our mattress business declined 160 basis points due to supply-chain disruption caused by COVID-19. Our in-home designer sales were hampered during 2020 but were 22.8% of our total sales compared to 25.3% in 2019. Total sales for 2020 decreased $54.0 million or 6.7% compared to 2019. Our comp-store sales, which includes online sales, increased 5.0% or $32.7 million in 2020 compared to 2019. The remaining $86.8 million of the change was primarily from our store closures in March through April and from new, closed and otherwise non-comparable stores. 

Sales in 2019 declined for the year due to severe supply-chain disruptions as business slowed markedlywe moved several product lines out of China due to the increased tariffs. Although these changes were not fully resolved until the first quarter of 2020, we did see improvement late in the last halfthird quarter of 2019.  Revenues by product category reflected the supply-chain disruption with a drop in case goods sales. Our mattress business saw an increase of 6.5% over 2018 due to customer purchases of new higher price point offerings. We offer a number of custom upholstery items and sales in this category rose 6.8% in 2019 over 2018. Total sales for 2019 decreased $15.4 million or 1.9% compared to 2018. Comp-store sales decreased 1.4% or $11.6 million in 2019 compared to 2018 and the remaining $3.8 million of the fourth quarter.  Our revenues by category remained relatively consistent with prior years with increases in our accessories saleschange was from closed, new and delivery revenue. Our average ticket increased 4.4% to $2,184 which helped offsetotherwise non-comparable stores. 

2022 Outlook
We cannot predict the decline in the numberimpact of transactions. Our in-home designers were part of 21.5% of our sales and their average ticket was $4,466.

Sales in 2017 declined slightly as the level of our store traffic weakened throughout the year. Our average ticket increased 2.1% allowing our sales results to not moderate at the same pace as traffic. Our in-home designers were part of 20.6% of our sales, with their average ticket twice the overall average.

Sales in 2016 began slowly as first quarter consumer spending remained at its sluggish end of 2015 pace.  Throughout 2016on home furnishings post-pandemic. We believe the strong  housing market benefits our business became more concentrated around holidaysas our footprint covers many of the fastest growing markets. We are improving our customers’ online experience and we adjustedfurthering our advertising cadence accordingly. Our average ticket increased 2.3% and our in-home designers were part of 19.7% of our sales.

2019 Outlook
We believe as the general economic outlook stabilizes, and consumer spending and the housing market strengthens, our business will benefit.targeted marketing. We have an appealing online presence and upgradedwell positioned stores, and we offer on-trend merchandise, knowledgeable salespeople, free in-home design service, and expanded special order capabilities which will be important drivers for our 2019 sales results. We expect our retail square footage to increase 2.0% in the second half of 2019.special-order capabilities.


Gross Profit


Our cost of goods sold consists primarily of the purchase price of the merchandise together with inbound freight, handling within our distribution centers and transportation costs to the local markets we serve.  Our gross profit is primarily dependent upon vendor pricing, the mix of products sold and promotional pricing activity. Substantially all of our occupancy and home delivery costs are included in selling, general and administrative expenses as is a portion of our warehousing expenses. Accordingly, our gross profit may not be comparable to those entities that include some of these expenses in cost of goods sold.


Year-to-Year Comparisons
Gross profit as a percentage of net sales was 54.6%56.7% in 20182021 compared to 54.3%56.0% in 2017. This improvement2020. The increase of 70 basis points was predominately driven by our execution onprimarily due to merchandise price increases and disciplined discounting offsetting product mixcost and pricing. Our Havertys branded merchandise providesfreight increases. The use of the LIFO method generated a strong value and fashion statement$12.3 million charge in 2021 versus $0.6 million in 2020, or a negative 110 basis points impact to consumers. The increasing sales generated by our in‑home designers have boosted higher margin mix opportunities through custom upholstery and accessories sales.  The imposition of tariffs of 10% on products imported in China began in late September. We raised the selling prices on some impacted products and worked with our suppliers to minimize cost increases.total gross profit change. 

15


Gross profit as a percentage of net sales was 54.3%56.0% in 20172020 compared to 54.0%54.2% in 2016.2019. The increase was primarily due to less discounting and sales promotions and product mix. The use of the LIFO method generated a $2.7$0.6 million or 33charge in 2020 versus $1.8 million in 2019. The impact of changes in reserves, including LIFO, contributed approximately 23 basis points positive impact in 2017 over 2016.to the total gross profit improvement. 


20192022 Outlook
Our expectations for 20192022 are for annual gross profit margins of approximately 54.6%56.6% to 57.0%. This assumes no additional increaseschanges in tariffs for goods imported from China.  We are shifting some product to other countries and have factored this into our 2019 gross profit margin expectations. The impact of a further increase in tariffs is difficult to quantify given the variables of product cost, replacement merchandise and changing retail prices.  We do not plan to increasefreight costs and its impact on the level of our promotional pricing.LIFO reserve.


Selling, General and Administrative Expenses


SG&A expenses are comprised of five categories: selling, occupancy, delivery and certain warehousing costs, advertising, and administrative. Selling expenses primarily are comprised of compensation of sales associatesteam members and sales support staff, and fees paid to credit card and third-party finance companies. Occupancy costs include rents, depreciation charges, insurance and property taxes, repairs and maintenance expense and utility costs. Delivery costs include personnel, fuel costs, and depreciation and rental charges for rolling stock.
21


Warehouse costs include supplies, depreciation, and rental charges for equipment. Advertising expenses are primarily media production and space, direct mail costs, market research expenses and agency fees. Administrative expenses are comprised of compensation costs for store personnel exclusive of sales associates,team members, information systems, executive, accounting, merchandising, advertising, supply chain, real estate and human resource departments.


We classify our SG&A expenses as either variable or fixed and discretionary. Our variable expenses include the costs in the selling and delivery categories and certain warehouse expenses as these amounts will generally move in tandem with our level of sales. The remaining categories and expenses are classified as fixed and discretionary because these costs do not fluctuate with sales. The following table outlines our SG&A expenses by classification:


2018 2017  2016 2021  2020  2019 
(In thousands)   
% of
Net Sales
    
% of
Net Sales
    
% of
Net Sales
   
% of
Net Sales
    
% of
Net Sales
     
% of
Net Sales
 
Variable $149,973      18.3%
 $149,694      18.2%
 $149,299      18.2%
$
173,810
 
17.2
%
 
$
135,286
 
18.1
%
 
$
147,415
 
18.4
%
Fixed and discretionary  254,883   31.2

  253,190   30.9
  249,937   30.4
 
282,457
  
27.9
   
242,002
  
32.3
   
260,041
  
32.4
 
 $404,856       49.5%
 $402,884      49.1%
 $399,236       48.6%
$
456,267
  
45.1
  
$
377,288
  
50.4
%
 
$
407,456
  
50.8
%


Year-to-Year Comparisons
Our SG&A dollars as a percent of sales decreased to 45.1% in 2021 from 50.4% in 2020. We were able to leverage our fixed and discretionary costs as we achieved record sales throughout the year. We increased our advertising spend $9.5 million in 2021 to $49.3 million. Our occupancy costs increased $3.9 million driven by greater rent expense primarily on the distribution facilities in the sale-leaseback in 2020 and higher utilities and repairs and maintenance partly offset by lower depreciation expense. Warehouse and transportation expense rose $10.6 million on higher salaries and benefits, temporary labor and $4.2 million in accessorial and demurrage fees. Administrative expense increased $18.9 million primarily from increased wages and related costs, higher amortization expense on performance stock awards, and increased incentive compensation costs.

Our SG&A dollars as a percent of sales decreased 40 basis points to 49.5%50.4% in 20182020 from 49.1%50.8% in 2017.2019. Our fixed and discretionary expenses increased $1.7fell $18.0 million or 0.7%6.9% in 20182020 over 2017.2019. This changedrop was primarily due to increasesactions taken as part of our business continuity plan. Advertising expenditures decreased approximately $9.4 million. Our occupancy costs were down $5.4 million in administrative costs of $1.52020 versus 2019 due to rent abatements in 2020 and a $2.4 million which included a $2.0 million increaseimpairment charge in group medical expenses.  We2019. The workforce reduction in April also had increasescontributed to the reduction in our advertisingfixed and marketing expenses, warehouse costs and other occupancy costs totaling $1.4 million. These increases were partly offset by $0.7 million in lower depreciation expense and rent expense.discretionary costs. Our variable expenses increased slightly due to higher transportation and delivery costs.

Our SG&A costsdecreased 30 basis points as a percent of sales increased 50 basis points to 49.1% in 2017 from 48.6% in 2016. Our fixed and discretionary expenses increased $3.3 million or 1.3% in 2017 over 2016. This change was primarily due to increases in advertising and marketing expenses of $2.9 million and higher depreciation, rent, and other occupancy costs totaling $3.7 million. These increases were partly offset by $3.0 million in lower administrative costs driven by lower medical costs.  Our variable expenses increased slightly due to continued growth generated by our in-home designers and increases in deliveryreduced third-party financing costs.


16


20192022 Outlook
Fixed and discretionary type expenses within SG&A are expected to be in the $260.0$295.0 to $262.0$298.0 million range for 2019. Approximately $2.0 million of the increase is due to amounts previously charged to interest2022. We anticipate higher advertising and marketing costs in 2022, increased compensation and incentive expense, that will be classified as lease expense. This change is the result of the implementation on January 1, 2019 of the lease accounting standard update ASU 2016-02 (“ASU”). We also anticipate in 2019 higher occupancyand additional costs fromassociated with new and relocated stores, increases in employee group medical costs and increases from inflation.stores. Fixed and discretionary type expenses in total should average approximately $66.0 million per quarter excluding the second quarter which isare expected to be $3.0 million lower. For 2018 these expenses averaged $64.5 million per quarterat similar quarterly levels in all but2022 as in 2021, as adjusted for the second quarter which was $61.5 million.overall increases.


Variable costs within SG&A for 20192022 are expected to be 18.2%between 17.2% and 17.4% as a percent of sales.

Interest Expense

Our interest expense for the years 2016 to 2018 This increase is primarily driven by amounts relatedwage inflation and higher delivery costs.

Interest (Income) Expense, Net

We earned $0.1 million less interest income in 2021 than in 2020 due to lower rates and incurred $0.2 million less interest expense under our lease obligations. For leases accounted for as capital and financing lease obligations, we record straight-line rent expense for the land portion in occupancy costs in SG&A along with amortization on the additional asset recorded. Rental payments are recognized as a reduction of the obligations and as interest expense.credit agreement.


Provision for Income Taxes

The Tax Cuts and Jobs Act (the “Tax Act”) was signed into law on December 22, 2017. The Tax Act significantly revised the U.S. corporate income tax by lowering the statutory corporate tax rate from 35% to 21%. It also eliminated certain deductions and enhanced and extended through 2026 the option to claim accelerated depreciation deductions on qualified property. We estimated the effects of the Tax Act and recorded in our financial statements as of December 31, 2017 approximately $5.9 million in additional tax expense for the remeasurement of net deferred tax assets and liabilities. We completed our analysis in 2018 and no additional adjustments were made for the impact of the Tax Act.


Our effective tax rate was 25.0%23.4% in 2018, 51.2%2021, 22.9% in 20172020 and 38.1%23.9% in 2016.2019. The 2018 and 2016 rate variesrates vary from the U.S. federal statutory rate primarily due to state income taxes. The 2017 rate is impacted byrates in 2021 and 2020 also benefitted from the negative effectrecognition of $5.9 millionstate quality jobs credits of $481,000 and $1,527,000, respectively.  See Note 7, “Income Taxes” of the Notes to Consolidated Financial Statements for the Tax Act. further information about our income taxes.

22


Liquidity and Capital Resources


Overview
Cash and Cash Equivalents at End of LiquidityYear
Our primary cash requirements include working capital needs, contractual obligations, benefit plan contributions, income tax obligations and capital expenditures. We have funded these requirements exclusively through cash generated from operations and have not used our credit facility since 2008. We believe funds generated from our expected results of operations and availableAt December 31, 2021, we had $166.1 million in cash and cash equivalents, willand $6.7 million in restricted cash equivalents. See Note 1 to our consolidated financial statements for further discussion of our restricted cash equivalents. We believe that our current cash position, cash flow generated from operations, funds available from our credit agreement, and access to the long-term debt capital markets should be sufficient for our operating requirements and to enable us to fund our primarycapital expenditures, dividend payments, and lease obligations and complete projects thatthrough the next several years. In addition, we believe we have underway or currently contemplate for the next fiscal and foreseeable future years.

At December 31, 2018, our cash, cash equivalents and restricted cash equivalents balance was $79.8 million, a decreaseability to obtain alternative sources of $7.8 million compared to December 31, 2017. This change primarily resulted from strong operating results offset by purchasesfinancing. We expect capital expenditures of property and equipment and dividends paid to stockholders, including a special dividend, and repurchases of common stock. Additional discussion of our cash flow results, including the comparison of 2018 activity to 2017, is set forth in the Analysis of Cash Flows section.

At December 31, 2018, our outstanding indebtedness was $50.8approximately $37.0 million in lease obligations required to be recorded on our balance sheet. We had no amounts outstanding and $51.5 million available under our revolving credit facility.2022.


Capital Expenditures
Our primary capital requirements have been focused on our stores, distribution centers, and the development of both proprietary and purchased information systems. We have successfully concluded our store remodeling program and in 2018 we completed the expansion of our Western Distribution Center.  Our capital expenditures were $21.5 million in 2018, $3.0 million less than 2017.

17

Our future capital requirements will depend in large part on the number of and timing for new stores we open within a given year, the investments we make for the maintenance of our existing stores, and our investment in new information systems to support our key strategies. In 2019, we anticipate that our capital expenditures will be approximately $18.5 million, refer to our Store Expansion and Capital Expenditures discussion below.

Analysis of Cash Flows
The following table illustrates the main components of our cash flows (in thousands):

  Year Ended December 31, 
  2018  2017  2016 
Net cash provided by operating activities $70,392  $52,457  $60,054 
Capital expenditures  (21,473)  (24,465)  (29,838)
Free cash flow $48,919  $27,992  $30,216 
Net cash used in investing activities $(18,972) $(21,527) $(13,158)
Net cash used in financing activities $(59,217) $(14,839) $(54,045)
Cash flows from operating activities.  During 2018, net cash provided by operating activities was $70.4 million.  The primary components of the changes in operating assets and liabilities are listed below:
·Increase in inventories of $2.4 million as we increased stock in advance of Chinese New Year when suppliers are closed and before the imposition of tariffs on goods imported from China.
·Decrease in prepaid expenses of $3.2 million primarily associated with income taxes.
·Decrease in customer deposits of $3.3 million.
·Increase in other liabilities of $3.8 million primarily due to receipt of incentives that will amortize over six years.
During 2017, net cash provided by operating activities was $52.5 million. The primary components of the changes in operating assets and liabilities are listed below:
·Increase in inventories of $2.1 million as we increased stocking levels in the distribution centers in advance of Chinese New Year and added a new store.
·Increase in prepaid expenses of $2.5 million primarily from the timing of the payment of taxes and computer maintenance agreements.
·Increase in customer deposits of $2.9 million.
·Decrease in accounts payable of $5.2 million.
·Decrease in accrued liabilities of $4.3 million primarily from the timing of payments for compensation and real estate and property taxes.
During 2016, net cash provided by operating activities was $60.1 million. The primary components of the changes in operating assets and liabilities are listed below:
·Decrease in inventories of $6.9 million as we operated with leaner quantities in our distribution centers.
·Increase in other assets of $2.5 million, resulting from increased prepaid maintenance contracts and assets held under a non-qualified deferred compensation plan.
·Increase in prepaid expenses of $2.7 million primarily from the timing of the payment of payroll taxes and computer maintenance agreements.
·Decrease in accounts payable of $2.2 million.
·Increase in customer deposits of $3.9 million. 

Cash flows used in investing activities.  Net cash used in investing activities was $19.0 million, $21.5 million, and $13.2 million for 2018, 2017 and 2016, respectively. In each of these years, the amounts of cash used in investing activities consisted principally of capital expenditures related to store construction and improvements, distribution, and information technology projects, refer to our Store Expansion and Capital Expenditures discussion below. During 2018, we received $2.4 million in proceeds from sales of property and equipment.  During 2017, we received approximately $2.0 million in insurance proceeds to offset costs of rebuilding and repairing two stores. During 2016, partly offsetting the expenditures for new stores and the expansion of the Florida distribution center we had $12.7 million of investments which matured and received $3.0 million in insurance proceeds for the destroyed Lubbock store.

18

Cash flows used in financing activities. Net cash used in financing activities was $59.2 million for 2018, $14.8 million for 2017 and $54.0 million for 2016. During 2018, we purchased $18.7 million in treasury stock, paid $15.0 million in dividends, and paid $20.4 million as a special dividend. During 2017, we paid $11.4 million in dividends. During 2016, we purchased $21.3 million in treasury stock, paid $9.4 million in dividends, and paid $21.0 million as a special dividend.

Long-Term Debt

In March 2016 HavertysMay 2020, we entered into anthe Third Amendment to our Amended and Restated Credit Agreement (the(as amended, the “Credit Agreement”) with a bank.  Refer toThe Credit Agreement, which matures September 27, 2024, provides for a $60.0 million revolving credit facility. See Note 5, “Credit Arrangement” of the Notes to Consolidated Financial Statements for information about our Credit Agreement.


Off-Balance Sheet Arrangements

Leases
We have not entered into agreements which meet the SEC’s definition of an off-balance sheet arrangement other thanuse operating leases to fund a portion of our real estate, including our stores, distribution centers, and havestore support space.

On May 18, 2020, we completed a sale and leaseback transaction of three facilities which we initiated in April as part of our business continuity plan. The total sales price for these properties, excluding costs and taxes, was $70.0 million and their net book value was approximately $37.9 million. In August 2021, we purchased one of these facilities. See Note 8, “Leases” of the Notes to Consolidated Financial Statements for further discussion of our operating leases.
Share Repurchases
In August and November 2021, our Board of Directors authorized additional amounts under a share repurchase program. We made no financial commitmentscash payments of $41.8 million for repurchases of our common stock through open market purchases during 2021 and there is approximately $25.0 million at December 31, 2021 that may yet be purchased under the existing authorization.

Cash Flows Summary

graphic


23


Operating Activities. Cash flow generated from operations provides us with a significant source of liquidity. Our operating cash flows result primarily from cash received from our customers, offset by cash payments we make for products and services, employee compensation, operations, and occupancy costs.

Cash provided by or used in operating activities is also subject to or guarantees with respectchanges in working capital. Working capital at any specific point in time is subject to any unconsolidated entities or financial partnerships or special purpose entities.many variables, including seasonality, inventory selection, the timing of cash receipts and payments, and vendor payment terms.


Net cash provided by operating activities in 2021 was $97.2 million driven primarily by net income of $90.8 million and non-cash adjustments to net income of $25.5 million consisting primarily of depreciation and amortization and stock-based compensation expense, and by working capital inflows driven primarily by customer deposits and outflows for inventory turnover and timing of inventory purchases.

Net cash provided by operating activities in 2020 was $130.2 million driven primarily by net income of $59.1 million and non-cash adjustments to net income of $14.0 million, consisting of gains from sales of property and equipment, depreciation and amortization, stock-based compensation expense and changes in deferred income taxes, and by working capital inflows driven primarily by customer deposits, inventory turnover and timing of inventory purchases.

Investing Activities. Cash used in investing activities in 2021 primarily reflected $34.1 million of capital expenditures.

Cash provided by investing activities in 2020 primarily reflected $76.3 million of proceeds from sale of property and equipment, primarily from the sale-leaseback transaction, net of $10.9 million of capital expenditures.

Financing Activities. Cash used in financing activities in 2021 primarily reflected $52.4 million of cash dividends paid and $41.8 million of share repurchases.

Cash used in financing activities in 2020 primarily reflected $50.5 million of cash dividends paid and $19.7 million of share repurchases.

Contractual Obligations

We have no short-term borrowings or funded debt. The following summarizes our contractual obligations and commercial commitments as of
December 31, 20182021 (in thousands):


 Payments Due or Expected by Period  Payments Due or Expected by Period 
 Total  
Less than
1 Year
  
1-3
Years
  
3-5
Years
  
After 5
Years
  Total  
Less than
1 Year
  
1-3
Years
  
3-5
Years
  
After 5
Years
 
Lease obligations(1)
 $63,798  $6,130  $11,529  $10,755  $35,384 
Operating leases  168,123   29,912   54,046   35,224   48,941 
Operating leases(1)
 
$
290,696
  
$
45,277
  
$
78,992
  
$
59,622
  
$
106,805
 
Rent deferrals(2)
 
351
  
131
  
  
32
  
188
 
Purchase orders  78,294   78,294           
201,520
  
201,520
  
  
  
 
Total contractual obligations (2)(3)
 $310,215  $114,336  $65,575  $45,979  $84,325  
$
492,567
  
$
246,928
  
$
78,992
  
$
59,654
  
$
106,993
 
(1)These amounts are for our undiscounted lease obligations recorded in our consolidated balance sheets, including interest amounts.as lease liabilities. For additional information about our leases, refer to Note 8, “Long-Term Debt and Lease Obligations”“Leases” of the Notes to the Consolidated Financial Statements.
(2)Lease concessions related to the impact of COVID-19. For additional information about our leases, refer to Note 8, “Leases” of the Notes to the Consolidated Financial Statements.
(3)The contractual obligations do not include any amounts related to retirement benefits. For additional information about our plans, refer to Note 10, “Benefit Plans” of the Notes to the Consolidated Financial Statements.


24


Store Expansion and Capital Expenditures

We have entered new markets and made continued improvements and relocations of our store base. The following outlines the change in our selling square footage for each of the three years ended December 31 (square footage in thousands):


 2018 2017 2016  2021  2020  2019 
Store Activity: 
#
of Stores
 
Square
 Footage
 
#
of Stores
 
Square
Footage
 
#
of Stores
 
Square
Footage
  #
of Stores
  
Square
Footage
  #
of Stores
  
Square
Footage
  #
of Stores
  
Square
Footage
 
Opened 1 29 3 100 4 146  
2
  
44
  
1
  
28
  
3
  
98
 
Closed 5 143 3 85 1 33   
1
   
42
   
2
   
102
   
2
   
88
 
Year end balances 120 4,418 124 4,517 124 4,494   
121
   
4,354
   
120
   
4,352
   
121
   
4,426
 

19



The following table summarizes our store activity in 20182021 and plans for 2019.2022.



Location
Opening (Closing) Quarter
Actual or Planned
Category
Myrtle Beach, SCQ-1-21

CategoryOpen-New Market
Columbia, SCThe Villages, FL(Q-1-18)Q-3-21Closure
Open
Sherman,Dallas, TX(Q-2-18)Q-3-21
Closure
North Richland Hills,Austin, TX(Q-2-18)Q-2-22Closure
Open
Raleigh, NCIndianapolis, IN(Q-4-18)Q-3-22Closure
Relocation
Monroe, LAMetro DC(Q-4-18)Q-3-22Closure
Open
Chattanooga, TNAtlanta, GAQ-4-18Q-3-22New Market
Closure
To be announcedTBAQ-3-19Q-4-22New Market
Newnan, GAQ-3-19Opening
To be announcedQ-4-19New Market
Baton Rouge, LAQ-4-19Relocation
Open


These plans and other changes should increase net selling space in 2019 by2022 approximately 2.0%1% over 2021 assuming the new stores open and existing store closesstores close as planned.


Our investing activities in stores and operations in 2018, 20172021, 2020 and 20162019 and planned outlays for 20192022 are categorized in the table below. Capital expenditures for stores in the years noted do not necessarily coincide with the years in which the stores open.
(Approximate in thousands) Proposed 2019  2018  2017  2016 
Stores:            
New or replacement stores $6,400  $600  $6,300  $6,800 
Remodels/expansions  1,000   2,300   5,300   3,900 
Other improvements  3,800   3,300   3,600   4,200 
Total stores  11,200   6,200   15,200   14,900 
Distribution  3,300   12,800   6,500   9,200 
Information technology  4,000   2,500   2,800   5,700 
Total $18,500  $21,500  $24,500  $29,800 


(Approximate in thousands) Proposed 2022  2021  2020  2019 
Stores:            
New or replacement stores(1)
 
$
10,000
  
$
7,000
  
$
1,000
  
$
5,700
 
Remodels/expansions  
3,600
   
4,300
   
600
   
500
 
Other improvements  
5,700
   
4,500
   
3,200
   
4,100
 
Total stores  
19,300
   
15,800
   
4,800
   
10,300
 
Distribution(1)
  
13,500
   
15,300
   
3,600
   
2,700
 
Information technology  
4,200
   
3,000
   
2,500
   
3,800
 
Total 
$
37,000
  
$
34,100
  
$
10,900
  
$
16,800
 

(1)In 2021 we purchased one retail location and one distribution facility that were previously leased.
25


Critical Accounting Estimates and Assumptions


Our discussion and analysis is based upon our consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures. On an on-going basis, we evaluate our estimates, including those related to self-insurance and income taxes. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form theand evaluate our estimates and judgments required by our policies on an ongoing basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions orupdate them as appropriate based on changing conditions.


An accounting policy is deemed to beAccounting estimates are considered critical if it requires an accounting estimateboth of the following conditions are met: (a) the nature of the estimates or assumptions is material because of the levels of subjectivity and judgment needed to be made based on assumptions aboutaccount for matters that are highly uncertain atand susceptible to change and (2) the timeeffect of the estimate is made, and if different estimates that reasonably could have been used or changes in the accounting estimate that are reasonably likely to occur could materially change the financial statements.

We believe the following critical accounting policy reflects our more significant estimates and assumptions used inis material to the preparation offinancial statements. 

We have reviewed our consolidated financial statements:

Self-Insurance. We are self-insured for certain losses relatedaccounting estimates, and none were deemed to worker’s compensation, general liability and vehicle claims for amounts up to a deductible per occurrence. Our reserve is developed based on historical claims data and contains an actuarially developed incurred but not reported component. The resulting estimate is discounted and recorded as a liability. Our actuarial assumptions and discount rates are reviewed periodically and compared with actual claims experience and external benchmarks to ensure appropriateness. A one-percentage-point change in the actuarial assumptionbe considered critical for the discount rate would impact 2018 expense for insurance by approximately $80,000, a 1.1% change.accounting periods presented.


20

We are primarily self-insured for employee group health care claims. We have purchased insurance coverage in order to establish certain limits to our exposure on a per claim basis. We record an accrual for the estimated amount of self-insured health care claims incurred by all participants but not yet reported (IBNR) using an actuarial method of applying a development factor to the reported monthly claims amounts. The Company's risk management and accounting management utilize a consistent methodology which involves various assumptions, judgment and other factors. The most significant factors which impact the determination of a required accrual are the historical pattern of the timeliness of claims processing, any changes in the nature or types of benefit plans, changes in the plan benefit designs, and medical trends and inflation. Historical experience is continually monitored, and accruals are adjusted when warranted by changes in facts and circumstances. The Company believes that the total health care cost accruals are reasonable and adequate to cover future payments on incurred claims.

ITEM 7A.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


Market risk represents the potential loss arising from adverse changes in the value of financial instruments.  The risk of loss is assessed based on the likelihood of adverse changes in fair values, cash flows or future earnings.


In the ordinary course of business, we are exposed to various market risks, including fluctuations in interest rates. To manage the exposure related to this risk, we may use various derivative transactions. As a matter of policy, we do not engage in derivatives trading or other speculative activities. Moreover, we enter into financial instruments transactions with either major financial institutions or high credit-rated counterparties, thereby limitingOur exposure to creditinterest rate risk relates to the interest income generated by cash, cash equivalents, and performance-related risks.

We have exposure to floating interest rates through our Credit Agreement. Therefore, interest expense will fluctuate with changes in LIBOR and other benchmark rates. We have never had any borrowings underon the Credit Agreement.Facility. The primary objective of our investment policy is to preserve principal while maximizing income without significantly increasing risk. We do not believe a 100-basis point changethat an increase or decrease in interest rates of 100 basis points would have a significant adverse impactmaterial effect on our operating results or financial position.

LIBOR is the subject of recent national, international and other regulatory guidance and proposals for reform. These reforms and other pressure may cause LIBOR to disappear entirely or to perform differently than in the past. The consequences of these developments cannot be entirely predicted but, as noted above, could impact the interest earned on our investments and our interest expense. If LIBOR iscondition. During 2021, we had no longer widely available, or otherwise at our option, we will pursue alternative interest rate calculations inoutstanding borrowings under our Credit Agreement and other financial instruments.(as discussed in Note 5 to the Consolidated Financial Statements), which bears interest based on variable rates.


ITEM 8.FINANCIAL   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


The report of our independent registered public accounting firm, the Consolidated Financial Statements of Havertys and the Notes to Consolidated Financial Statements, and the supplementary financial information called for by this Item 8, are set forth on pages F-1 to F-24F-22 of this report.  Specific financial statements and supplementary data can be found at the pages listed in the following index:


Index Page
Financial Statements 
Report of Independent Registered Public Accounting Firm on the Consolidated
Financial Statements (PCAOB ID 248)
F-1
Consolidated Balance SheetsF-2
Consolidated Statements of Comprehensive IncomeF-3
Consolidated Statements of Stockholders’ EquityF-4
Consolidated Statements of Cash FlowsF-5
Notes to Consolidated Financial StatementsF-6
Schedule II – Valuation and Qualifying AccountsF-23F-22




2126



ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Not Applicable.

None.


ITEM 9A.   CONTROLS AND PROCEDURES


(a) Disclosure Controls and Procedures. Our management has evaluated, with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), the effectiveness of the design and operation of the Company’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based on that evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective for the purpose of providing reasonable assurance that the information we must disclose in reports that we file or submit under the Securities Exchange Act (i) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) is accumulated and communicated to the Company’s management, including its CEO and CFO, as appropriate to allow timely decisions regarding required disclosures.

(b) Management’s Annual Report on Internal Control over Financial Reporting. Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) of the Exchange Act. Under the supervision and with the participation of our management, including our CEO and CFO, we conducted an evaluation of the effectiveness of our internal control over financial reporting based upon the framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Based on that evaluation, our management concluded that our internal control over financial reporting is effective as of December 31, 2018.2021.

Attestation Report of the Independent Registered Public Accounting Firm. Grant Thornton LLP, an independent registered public accounting firm, has audited the consolidated financial statements included in this annual report on Form 10-K and, as part of their audit, has issued their report, included herein, on the effectiveness of our internal control over financial reporting.

(c) Changes in Internal Control over Financial Reporting.  During the fourth quarter of 2018,2021, there were no changes in our internal control over financial reporting that have affected, or are reasonably likely to materially affect, our internal control over financial reporting.

2227

Report of Independent Registered Public Accounting Firm

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The
Board of Directors and Stockholders
Haverty Furniture Companies, Inc.


Opinion on internal control over financial reporting
We have audited the internal control over financial reporting of Haverty Furniture Companies, Inc. (a Maryland corporation)Corporation) and subsidiary (the “Company”) as of December 31, 2018,2021, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2018,2021, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of and for the year ended December 31, 2018,2021, and our report dated March 4, 20191, 2022 expressed an unqualified opinion on those financial statements.

Basis for opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and limitations of internal control over financial reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ GRANT THORNTON LLP


Atlanta, Georgia
March 4, 20191, 2022

2328



ITEM 9B.   OTHER INFORMATION


None

ITEM 9C.   DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.Applicable


PART III


ITEM 10.   DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE


We have adopted a Code of Conduct (the “Code”) for our directors, officers (including our principal executive officer, and principal financial and accounting officer) and employees.team members. The Code is available on our website at www.havertys.com.www.havertys.com. In the event we amend or waive any provisions of the Code applicable to our principal executive officer or principal financial and accounting officer, we will disclose the same by filing a Form 8-K. The information contained on or connected to our Internet website is not incorporated by reference into this annual report on Form 10-K and should not be considered part of this or any other report that we file or furnish to the SEC.


We provide some information about our executive officers in Part I of this report under the heading “Executive Officers and Certain Significant Employees of the Registrant.“Information about our Executive Officers.” The remaining information called for by this item is incorporated by reference to “Election“Proposal 1: Nominees for Election by Holders of Directors,Class A Common Stock and Nominees for Election by Holders of Common Stock,” “Corporate Governance,” “Board“Committees of the Board” and Committees”“Certain Relationships and “Other InformationRelated Transactions Delinquent Section 16(a) Beneficial Ownership Reporting Compliance”Reports” in our 20192022 Proxy Statement.


ITEM 11.   EXECUTIVE COMPENSATION


The information contained in our 20192022 Proxy Statement with respect to executive compensation and transactions under the heading “Compensation Discussion and Analysis” is incorporated herein by reference in response to this item.


ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS


The information contained in our 20192022 Proxy Statement with respect to the ownership of common stock and Class A common stock by certain beneficial owners and management, and with respect to our compensation plans under which equity securities are authorized for issuance under the headings “Ownership of Company Stock by our Directors and Management” and “Equity Compensation Plan Information,” is incorporated herein by reference in response to this item.


For purposes of determining the aggregate market value of our common stock and Class A common stock held by non-affiliates, shares held by all directors and executive officers have been excluded. The exclusion of such shares is not intended to, and shall not, constitute a determination as to which persons or entities may be “affiliates” as defined under the Securities Exchange Act of 1934.1934.


ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE


The information contained in our 20192022 Proxy Statement with respect to certain relationships, related party transactions and director independence under the headings “Certain Relationships and Related Transactions” and “Corporate Governance – Governance Guidelines and Policies – Director Independence” is incorporated herein by reference in response to this item.


29


ITEM 14.   PRINCIPAL ACCOUNTING FEES AND SERVICES


The information under the heading “Audit Fees and Related Matters” in our 20192022 Proxy Statement is incorporated herein by reference to this item.


24


PART IV


ITEM 15.   EXHIBITS, FINANCIAL STATEMENT SCHEDULES


(a)
The following documents are filed as part of this report:

(a)(1)   Financial Statements.The following documents are filed as part of this report:

Consolidated Balance Sheets – December 31, 20182021 and 20172020.
Consolidated Statements of Comprehensive Income – Years ended December 31, 2018, 20172021, 2020 and 20162019.
Consolidated Statements of Stockholders’ Equity – Years ended December 31, 2018, 20172021, 2020 and 20162019.
Consolidated Statements of Cash Flows – Years ended December 31, 2018, 20172021, 2020 and 20162019.
Notes to Consolidated Financial Statements


(2)   Financial Statement Schedule.


The following financial statement schedule of Haverty Furniture Companies, Inc. is filed as part of this Report and should be read in conjunction with the Consolidated Financial Statements:


Schedule II – Valuation and Qualifying Accounts


All other schedules have been omitted because they are inapplicable, or the required information is included in the Consolidated Financial Statements or notes thereto.


      (3)   Exhibits:

(3)Exhibits:


Reference is made to Item 15(b) of this Report.

Each exhibit identified below is filed as part of this report.  Exhibits not incorporated by reference to a prior filing are designated by an “*”; all exhibits not so designated are incorporated herein by reference to a prior filing as indicated.  Exhibits designated with a “+” constitute a management contract or compensatory plan or arrangement.  Our SEC File Number is 1-14445 for all exhibits filed with the Securities Exchange Act reports.

Exhibit No.Exhibit
3.1
Articles of Amendment and Restatement of the Charter of Haverty Furniture Companies, Inc. effective May 2006 (Exhibit (Incorporated by reference to Exhibit 3.1 to our 2006 Second Quarter Form 10-Q).
3.2
By-Laws of Haverty Furniture Companies, Inc., as amended and restated effective May 8, 2018 (Exhibit(Incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K dated May 10, 2018).
10.1
4.1
Description of Securities of the Registrant. (Incorporated by reference to Exhibit 4.1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2019).

30

Exhibit No.Exhibit
10.1
10.2
Haverty Furniture Companies, Inc., Class A Shareholders Agreement (the “Agreement”), made as of June 5, 2012, by and among, Haverty Furniture Companies, Inc., Villa Clare Partners, L.P., Clarence H. Smith, H5, L.P., Rawson Haverty, Jr., Ridge Partners, L.P. and Frank S. McGaughey (Exhibit (Incorporated by reference to Exhibit 10.1 to our Form 8-K filed June 8, 2012); Parties added to the Agreement and Revised Annex I as of November 1, 2012 – Marital Trust FOB Margaret M. Haverty and Marital Trust B FOB Margaret M. Haverty; Parties added to the Agreement as of December 11, 2012 – Margaret Munnerlyn Haverty Revocable Trust( (Incorporated by reference to Exhibit 10.1 to our First Quarter 2013 Form 10-Q); Parties added to the Agreement as of July 5, 2013 – Richard McGaughey( (Incorporated by reference to Exhibit 10.1 to our Second Quarter 2013 Form 10-Q). Amendment to Class A Shareholders Agreement, as of December 30, 2016 removing Ridge Partners, L.P. and Frank S. McGaughey (Exhibit(Incorporated by reference to Exhibit 10.2.1 to our 2016 Form 10-K).

25


Exhibit No.
Exhibit
+10.3
2004 Long-Term Incentive Plan effectiveParties added to the Agreement as of May 10, 2004 1, 2019 – H5-MHG, LLC, H5-JMH, LLC, H5-JRH, LLC, H5-MEH, LLC, H5-BMH, LLC( (Incorporated by reference to Exhibit 10.199.1 to our Registration Statement on Form S-8, File No. 333-120352); Amendment No. One to our 2004 Long-Term Incentive Plan effective as ofH5, L.P.’s Schedule 13 D/A filed May 9, 2011 (Exhibit 4.1 to our Registration Statement on Form S-8, File No. 333-176100)22, 2019).
+10.410.3
2014 Long-Term Incentive Plan effective as of May 12, 2014 (Exhibit(Incorporated by reference to Exhibit 10.1 to our Registration Statement on Form S-8, File No. 333-197969); Amendment No. One to our 2014 Long-Term Incentive Plan effective June 1, 2018 (Exhibit(Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K dated April 10, 2018).
+10.510.4
2021 Long-Term Incentive Plan effective as of May 10, 2021 (Incorporated by reference to Exhibit 10.1 to our Third-Quarter Form 10-Q filed November 2, 2021).
+10.5
Amended and Restated Directors’Non-Employee Director Compensation Plan, effective as of May 16, 201617, 2019 (Appendix A of(Incorporated by reference to Exhibit 10.1 to our 2017 Annual Proxy Statement)Current Report on Form 8-K dated May 17, 2019).
+10.6
DirectorsAmended and Restated Directors’ Deferred Compensation Plan, effective as Amended and Restated, January 1, 2006 of May 17, 2019( (Incorporated by reference to Exhibit 10.6.110.2 to our 2016Current Report on Form 10-K). Amendment Number One to the Directors Deferred Compensation Plan as of February 16, 2011 (Exhibit 10.6.2 to our 2016 Form 10-K).8-K dated May 17, 2019.
+10.7
+10.8
Form of Agreement dated February 27, 2018 regarding Change in Control with the Named Executive Officers and a Management Director (Exhibit(Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K dated March 5, 2018).
+10.8.1

31


Exhibit No.Exhibit
+10.9
+10.9
Amended and Restated Non-Qualified Deferred Compensation Plan, effective as of August 9, 2016 (Exhibit(Incorporated by reference to Exhibit 10.9 to our 2016 Form 10-K).
+10.10
Top Hat Mutual Fund Option Plan, effective as of January 15, 1999( (Incorporated by reference to Exhibit 10.15 to our 1999 Form 10-K).
+10.11
Form of Restricted Stock Settled Appreciation RightsUnit Award Notice in connection with the 20042014 Long-Term Incentive Compensation Plan (Exhibit 10.2(Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8‑K8-K dated January 30, 2013)February 2, 2018).
+10.12
+10.12
Form of Restricted Stock Units Award NoticeForm of Performance Restricted Stock Units (EBITDA) Award Notice and Form of Performance Restricted Units (Sales) Award Notice in connection with the 2014 Long-Term Incentive Compensation Plan. (Exhibits(Incorporated by reference to Exhibits 10.1, 10.2 and 10.3 to our Current Report on Form 8-K dated January 28, 2015).29, 2020
+10.13
+10.13
Form of Restricted Stock Units Award Notice, Form of Performance Restricted Stock Units (EBITDA) Award NoticeRestrictive Covenant Agreement and Form of Performance Restricted Units (Sales) Award Notice in connection with the 2014 Long-Term Incentive Compensation Plan. (Exhibits 10.1, 10.2 and 10.3(Incorporated by reference to Exhibit 10.4 to our Current Report on Form 8-K dated January 28, 2016)29, 2020).
+10.14
Form of Restricted Stock Units Award Notice, Form of Performance Restricted Stock Units (EBITDA) Award Notice and Form of Performance Restricted Units (Sales) Award Notice in connection with the 2014 Long-Term Incentive Compensation Plan. (Exhibits 10.1, 10.2 and 10.3 to our Current Report on Form 8-K dated February 3, 2017).


26


Exhibit No.Exhibit
+10.15
Form of Restricted Stock Units Award NoticeForm of Performance Restricted Stock Units (EBITDA) Award Notice and Form of Performance Restricted Units (Sales) Award Notice in connection with the 2014 Long-Term Incentive Compensation Plan. (Exhibits(Incorporated by reference to Exhibits 10.1, 10.2 and 10.3 to our Current Report on Form 8-K dated January 27, 2021).
+10.15
Form of Restricted Stock Units Award NoticeForm of Performance Restricted Stock Units (EBITDA) Award Notice and Form of Performance Restricted Units (Sales) Award Notice in connection with the 2021 Long-Term Incentive Compensation Plan. (Incorporated by reference to Exhibits 10.1, 10.2 and 10.3 to our Current Report on Form 8-K dated February 2, 2018)1, 2022).
+
10.16
Form of Employee Agreement dated September 19, 2018 (Exhibit 10.1 to our 2018 Third Quarter Form 10-Q).
+10.17
Restricted Stock Agreement dated September 19, 2018 (Exhibit 10.1 to our Current Report on Form 8-K dated September 18, 2018).
*+10.18
*+10.19
*+10.20
  10.21
*10.21.1
  10.22
10.17
Contract of Sale dated August 6, 2002, between Haverty Furniture Companies, Inc. as Seller and HAVERTACQII LLC, as Landlord (Exhibit(Incorporated by reference to Exhibit 10.2 to our 2002 Third Quarter Form 10-Q).
10.23
10.18
 10.24
10.19
Amended and Restated Retailer Program Agreement dated November 5, 2013, between Haverty Furniture companies, Inc. and GE Capital Retail Bank (formerly known as GE Money Bank). Portions of this document have been redacted pursuant to a request for confidential treatment filed pursuant to the Freedom of Information Act. (Exhibit (Incorporated by reference to Exhibit 10.13 to our 2013 Form 10-K/A); First Amendment to the Amended and Restated Retailer Program Agreement between Haverty Furniture Companies, Inc. and Synchrony Bank (formerly GE Capital Retail Bank).  Portions of this document have been redacted pursuant to a request for confidential treatment filed pursuant to the Freedom of Information Act. (Exhibit(Incorporated by reference to Exhibit 10.1 to our 2018 Second Quarter Form 10-Q).
     *21
10.20


32

Exhibit No.Exhibit
10.21
Lease Agreement dated May 18, 2020 between Haverty Furniture Companies, Inc. as Tenant and HF Coppel TX Landlord, LLC as Landlord (Incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K dated May 20, 2020).
10.22
Lease Agreement dated May 18, 2020 between Haverty Furniture Companies, Inc. as Tenant and HF Lakeland FL Landlord, LLC as Landlord (Incorporated by reference to Exhibit 10.4 to our Current Report on Form 8-K dated May 20, 2020).
*21.1Subsidiaries of Haverty Furniture Companies, Inc.
*23.1
*31.2
*
*
101
The following financial information from our Report on Form 10-K for the year ended December 31, 2018,2021, formatted in XBRL (eXtensible Business Reporting Language):inline XBRL: (i) Consolidated Balance Sheets for the years ended  December 31, 20182021 and 2017,2020, (ii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2018, 20172021, 2020 and 2016,2019, (iii) Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2018, 20172021, 2020 and 2016,2019, (iv) Consolidated Statements of Cash Flow for the years ended December 31, 2018, 20172021, 2020 and 2016,2019, and (v) the Notes to Consolidated Financial Statements.
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
*  Filed herewith.
+ Indicates a management contract or compensatory plan or arrangement required to be filed as exhibits pursuant to Item 15(b) of Form 10-K.
# Furnished herewith.


ItemITEM 16.   FormFORM 10-K SummarySUMMARY
Not Applicable.None.
2733

SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized, on March 4, 2019.

HAVERTY FURNITURE COMPANIES, INC.
By:/s/ CLARENCE H. SMITH
Clarence H. Smith
Chairman of the Board, President and
Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated, on March 4, 2019.

/s/ CLARENCE H. SMITH/s/ RICHARD B. HARE
Clarence H. Smith
Chairman of the Board, President and
Chief Executive Officer
 (principal executive officer)
Richard B. Hare
Executive Vice President and
Chief Financial Officer
(principal financial and accounting officer)



/s/ L. ALLISON DUKES/s/ MYLLE H. MANGUM
L. Allison Dukes
Director
Mylle H. Mangum
Director
/s/ JOHN T. GLOVER/s/ VICKI R. PALMER
John T. Glover
Lead Director
Vicki R. Palmer
Director
/s/ RAWSON HAVERTY, JR./s/ FRED L. SCHUERMANN
Rawson Haverty, Jr.
Director
Fred L. Schuermann
Director
/s/ G. THOMAS HOUGH/s/ AL TRUJILLO
G. Thomas Hough
Director
Al Trujillo
Director


28
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




Report of Independent Registered Public Accounting Firm


The Board of Directors and Stockholders
Haverty Furniture Companies, Inc.


Opinion on the financial statements
We have audited the accompanying consolidated balance sheets of Haverty Furniture Companies, Inc. (a Maryland corporation) and subsidiary (the “Company”) as of December 31, 20182021 and 2017,2020, the related consolidated statements of comprehensive income, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2018,2021, and the related notes and financial statement schedule included under Item 15(a) (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 20182021 and 2017,2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2018,2021, in conformity with accounting principles generally accepted in the United States of America.


We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2018,2021, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated March 4, 20191, 2022 expressed an unqualified opinion.


Basis for opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.


We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence supportingregarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.


Critical audit matters
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.

/s/ GRANT THORNTON LLP


We have served as the Company’s auditor since 2016.


Atlanta, Georgia
March 4, 20191, 2022

F-1


HAVERTY FURNITURE COMPANIES, INC.
CONSOLIDATED BALANCE SHEETS

  December 31, 
(In thousands, except per share data) 2018  2017 
ASSETS      
Current assets      
Cash and cash equivalents $71,537  $79,491 
Restricted cash equivalents  8,272   8,115 
Accounts receivable, net  1,833   2,408 
Inventories  105,840   103,437 
Prepaid expenses  8,106   11,314 
Other current assets  6,262   5,922 
Total current assets  201,850   210,687 
Accounts receivable, long-term, net  226   254 
Property and equipment, net  216,852   229,215 
Deferred income taxes  12,544   12,375 
Other assets  8,707   8,798 
Total assets $440,179  $461,329 
         
LIABILITIES AND STOCKHOLDERS’ EQUITY        
Current liabilities        
Accounts payable $19,840  $20,501 
Customer deposits  24,465   27,813 
Accrued liabilities  39,903   37,582 
Current portion of lease obligations  4,018   3,788 
Total current liabilities  88,226   89,684 
Lease obligations, less current portion  46,785   50,803 
Other liabilities  30,539   26,700 
Total liabilities  165,550   167,187 
Stockholders’ equity        
Capital Stock, par value $1 per share        
Preferred Stock, Authorized – 1,000 shares; Issued:  None        
Common Stock, Authorized – 50,000 shares; Issued: 2018 – 29,079; 2017 – 28,950  29,079   28,950 
Convertible Class A Common Stock, Authorized – 15,000 shares; Issued: 2018 – 2,280; 2017 – 2,290  2,280   2,290 
Additional paid-in capital  91,394   88,978 
Retained earnings  282,366   287,390 
Accumulated other comprehensive income (loss)  (1,465)  (2,144)
Less treasury stock at cost – Common Stock (2018 – 10,300; 2017 – 9,498) and Convertible Class A Common Stock (2018 and 2017 – 522)  (129,025)  (111,322)
Total stockholders’ equity  274,629   294,142 
Total liabilities and stockholders’ equity $440,179  $461,329 



 December 31, 
(In thousands, except per share data) 2021  2020 
Assets      
Current assets      
Cash and cash equivalents $166,146  $200,058 
Restricted cash equivalents  6,716   6,713 
Inventories  112,031   89,908 
Prepaid expenses  12,418   9,580 
Other current assets  11,746   9,985 
Total current assets  309,057   316,244 
Property and equipment, net  126,099   108,366 
Right-of-use lease assets  222,356   228,749 
Deferred income taxes  16,375   15,814 
Other assets  12,403   11,199 
Total assets $686,290  $680,372 
         
Liabilities and Stockholders’ Equity        
Current liabilities        
Accounts payable $31,235  $31,429 
Customer deposits  98,897   86,183 
Accrued liabilities  46,664   52,963 
Current lease liabilities  33,581   33,466 
Total current liabilities  210,377   204,041 
Noncurrent lease liabilities  196,771   200,200 
Other liabilities  23,172   23,164 
Total liabilities  430,320   427,405 
Stockholders’ equity        
Capital Stock, par value $1 per share
        
Preferred Stock, Authorized – 1,000 shares; Issued:  NaNne
  0   0 
Common Stock, Authorized – 50,000 shares; Issued: 2021 – 29,907; 2020 – 29,600
  29,907   29,600 
Convertible Class A Common Stock, Authorized – 15,000 shares; Issued: 2021 – 1,809; 2020 – 1,996
  1,809   1,996 
Additional paid-in capital  102,572   96,850 
Retained earnings  342,983   304,626 
Accumulated other comprehensive loss  (2,293)  (2,560)
Treasury stock at cost – Common Stock (2021 – 14,069; 2020 – 12,862) and Convertible Class A Common Stock (2021 and 2020 – 522)  (219,008)  (177,545)
Total stockholders’ equity  255,970   252,967 
Total liabilities and stockholders’ equity $686,290  $680,372 

The accompanying notes are an integral part of these consolidated financial statements.
F-2
F-2


HAVERTY FURNITURE COMPANIES, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME


 Year Ended December 31,  Year Ended December 31, 
(In thousands, except per share data) 2018  2017  2016  2021  2020  2019 
Net sales $817,733  $819,866  $821,571  $1,012,799  $748,252  $802,291 
Cost of goods sold  371,191   374,943   378,234   438,174   329,258   367,803 
Gross profit  446,542   444,923   443,337   574,625   418,994   434,488 
Credit service charges  103   161   229 
Gross profit and other revenue  446,645   445,084   443,566 
                        
Expenses:                        
Selling, general and administrative  404,856   402,884   399,236   456,267   377,288   407,456 
Provision for doubtful accounts  68   224   383 
Other income, net  (110)  (3,358)  (4,107)
Other expense (income), net  54   (34,899)  (405)
Total expenses  404,814   399,750   395,512   456,321   342,389   407,051 
                        
Income before interest and income taxes  41,831   45,334   48,054   118,304   76,605   27,437 
Interest expense, net  1,423   2,111   2,233 
Interest income, net  231   126   1,287 
Income before income taxes  40,408   43,223   45,821   118,535   76,731   28,724 
Income tax expense  10,101   22,148   17,465   27,732   17,583   6,859 
Net income $30,307  $21,075  $28,356  $90,803  $59,148  $21,865 
Other comprehensive income (loss), net of tax:                        
Defined benefit pension plan adjustments; net of tax expense (benefit) of $226, $(105) and $66 $679  $(314) $108 
Defined benefit pension plan adjustments; net of tax expense (benefit) of $89, $(159) and $(238)
 $267  $(473) $(622)
                        
Comprehensive income $30,986  $20,761  $28,464  $91,070  $58,675  $21,243 
                        
Basic earnings per share:                        
Common Stock $1.45  $1.00  $1.32  $5.06  $3.18  $1.10 
Class A Common Stock $1.39  $0.95  $1.27  $4.75  $3.04  $1.04 
                        
Diluted earnings per share:                        
Common Stock $1.42  $0.98  $1.30  $4.90  $3.12  $1.08 
Class A Common Stock $1.39  $0.94  $1.27  $4.69  $3.04  $1.03 


The accompanying notes are an integral part of these consolidated financial statements.

F-3
F-3



HAVERTY FURNITURE COMPANIES, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY


 Year Ended December 31,  Year Ended December 31, 
(In thousands, except per share data) 2018  2017  2016  2021  2020  2019 
 Shares  Dollars  Shares  Dollars  Shares  Dollars  Shares  Dollars  Shares  Dollars  Shares  Dollars 
COMMON STOCK:                  
Common Stock:                  
Beginning balance  28,950  $28,950   28,793  $28,793   28,486  $28,486   29,600  $29,600   29,431  $29,431   29,079  $29,079 
Conversion of Class A Common Stock  10   10   50   50   214   214   187   187   58   58   226   226 
Stock compensation transactions, net  119   119   107   107   93   93   120   120   111   111   126   126 
Ending balance  29,079   29,079   28,950   28,950   28,793   28,793   29,907   29,907   29,600   29,600   29,431   29,431 
CLASS A COMMON STOCK:                        
Class A Common Stock:                        
Beginning balance  2,290   2,290   2,340   2,340   2,554   2,554   1,996   1,996   2,054   2,054   2,280   2,280 
Conversion to Common Stock  (10)  (10)  (50)  (50)  (214)  (214)  (187)  (187)  (58)  (58)  (226)  (226)
Ending balance  2,280   2,280   2,290   2,290   2,340   2,340   1,809   1,809   1,996   1,996   2,054   2,054 
TREASURY STOCK:                        
Beginning balance (includes 522,410 shares Class A Stock for each of the years presented; remainder are Common Stock)  (10,020)  (111,322)  (10,028)  (111,412)  (8,884)  (90,302)
Treasury Stock:                        
Beginning balance (includes 522 shares Class A Stock for each of the years presented; remainder are Common Stock)
  (13,384)  (177,545)  (12,372)  (158,102)  (10,822)  (129,025)
Directors’ Compensation Plan  88   1,029   8   90   16   172   25   346   21   265   55   680 
Purchases  (890)  (18,732)        (1,160)  (21,282)  (1,232)  (41,809)  (1,033)  (19,708)  (1,605)  (29,757)
Ending balance  (10,822)  (129,025)  (10,020)  (111,322)  (10,028)  (111,412)  (14,591)  (219,008)  (13,384)  (177,545)  (12,372)  (158,102)
ADDITIONAL PAID-IN CAPITAL:                        
Additional Paid-In Capital:                        
Beginning balance      88,978       86,273       83,179       96,850       93,208       91,394 
Stock option and restricted stock issuances      (1,352)      (1,662)      (975)      (3,014)      (1,063)      (1,568)
Tax (cost) benefit related to stock-based plans                    (121)
Directors’ Compensation Plan      (590)      549       318       523       330       (53)
Amortization of restricted stock      4,358       3,818       3,872 
Stock-based compensation      8,213       4,375       3,435 
Ending balance      91,394       88,978       86,273       102,572       96,850       93,208 
RETAINED EARNINGS:                        
Retained Earnings:                        
Beginning balance      287,390       277,707       279,760       304,626       295,999       282,366 
Impact of adoption of new accounting pronouncement      133                     0       0       6,824 
Net income      30,307       21,075       28,356       90,803       59,148       21,865 
Cash dividends
(Common Stock: 2018 – $1.72; 2017 – $0.54; and 2016 - $1.44 per share Class A Common Stock: 2018 – $1.63; 2017- $0.51 and 2016 -$1.365 per share)
      (35,464)      (11,392)      (30,409)
Cash dividends
(Common Stock: 2021 – $2.97; 2020 - $2.77; and 2019 – $0.76; per share
Class A Common Stock: 2021 - $2.79; 2020 - $2.62; and 2019 – $0.72; per share)
      (52,446)      (50,521)      (15,056)
Ending balance      282,366       287,390       277,707       342,983       304,626       295,999 
                                                
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS):                        
Accumulated Other Comprehensive Loss:                        
Beginning balance      (2,144)      (1,830)      (1,938)      (2,560)      (2,087)      (1,465)
Pension liabilities adjustment,
net of taxes
      679       (314)      108       267       (473)      (622)
Ending balance      (1,465)      (2,144)      (1,830)      (2,293)      (2,560)      (2,087)
TOTAL STOCKHOLDERS’ EQUITY     $274,629      $294,142      $281,871 
Total Stockholders’ Equity     $255,970      $252,967      $260,503 
The accompanying notes are an integral part of these consolidated financial statements
F-4

HAVERTY FURNITURE COMPANIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS

  Year ended December 31, 
(In thousands) 2018  2017  2016 
CASH FLOWS FROM OPERATING ACTIVITIES         
Net income $30,307  $21,075  $28,356 
Adjustments to reconcile net income to net cash
provided by operating activities:
            
Depreciation and amortization  29,806   30,516   29,045 
Gain on insurance recovery  (307)  (2,848)  (3,338)
Proceeds from insurance recovery received for business interruption and destroyed inventory  266   2,867   2,599 
Stock-based compensation expense  4,358   3,818   3,872 
Deferred income taxes  (439)  5,559   (1,120)
Provision for doubtful accounts  68   224   383 
Other  863   82   (480)
Changes in operating assets and liabilities:            
Accounts receivable  535   1,820   1,514 
Inventories  (2,403)  (2,112)  6,876 
Customer deposits  (3,348)  2,890   3,887 
Other assets and liabilities  9,196   (932)  (9,508)
Accounts payable and accrued liabilities  1,490   (10,502)  (2,032)
Net Cash Provided by Operating Activities  70,392   52,457   60,054 

CASH FLOWS FROM INVESTING ACTIVITIES
            
Capital expenditures  (21,473)  (24,465)  (29,838)
Maturities of investments        12,725 
Proceeds from sale of property and equipment  2,446   951   944 
Proceeds from insurance for destroyed property and equipment  55   1,987   3,011 
Net Cash Used in Investing Activities  (18,972)  (21,527)  (13,158)

CASH FLOWS FROM FINANCING ACTIVITIES
            
Proceeds from borrowings under revolving credit facilities         
Payments of borrowings under revolving credit facilities         
Net change in borrowings under revolving credit facilities         
Construction allowance receipts     1,590   1,574 
Payments on lease obligations  (3,788)  (3,482)  (3,125)
Excess tax benefit from stock-based plans        80 
Dividends paid  (35,464)  (11,392)  (30,409)
Common stock repurchased  (18,732)     (21,282)
Taxes on vested restricted shares  (1,233)  (1,555)  (883)
Net Cash Used in Financing Activities  (59,217)  (14,839)  (54,045)

Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash Equivalents
  (7,797)  16,091   (7,149)
Cash, Cash Equivalents and Restricted Cash Equivalents at Beginning of Year  87,606   71,515   78,664 
Cash and Cash Equivalents and Restricted Cash Equivalents at End of Year $79,809  $87,606  $71,515 


The accompanying notes are an integral part of these consolidated financial statementsstatements.

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F-4


HAVERTY FURNITURE COMPANIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS


 Year Ended December 31, 
(In thousands) 2021  2020  2019 
Cash Flows from Operating Activities         
Net income $90,803  $59,148  $21,865 
Adjustments to reconcile net income to net cash
provided by operating activities:
            
Depreciation and amortization  16,304   18,207   20,596 
Net loss on asset impairment  0   0   2,415 
Stock-based compensation  8,213   4,375   3,435 
Deferred income taxes  234   (2,458)  (2,691)
Net (gain) loss on sale of land, property and equipment  (77)  (34,746)  (13)
Other  869   595   719 
Changes in operating assets and liabilities:            
Inventories  (22,123)  14,909   1,023 
Customer deposits  12,714   56,062   5,656 
Other assets and liabilities  (3,244)  (3,250)  1,833 
Accounts payable and accrued liabilities  (6,451)  17,349   8,581 
Net cash provided by operating activities  97,242   130,191   63,419 
Cash Flows from Investing Activities            
Capital expenditures  (34,090)  (10,927)  (16,841)
Proceeds from sale of property and equipment  88   76,285   2,270 
Net cash (used in) provided by investing activities  (34,002)  65,358   (14,571)
Cash Flows from Financing Activities            
Proceeds from borrowings under revolving credit facilities  0   43,800   0 
Payments of borrowings under revolving credit facilities  0   (43,800)  0 
Net change in borrowings under revolving credit facilities  0   0   0 
Dividends paid  (52,446)  (50,521)  (15,056)
Common stock repurchased  (41,809)  (19,708)  (29,757)
Taxes on vested restricted shares  (2,894)  (951)  (1,442)
Net cash used in financing activities  (97,149)  (71,180)  (46,255)
(Decrease) increase in Cash, Cash Equivalents and Restricted Cash Equivalents  (33,909)  124,369   2,593 
Cash, Cash Equivalents and Restricted Cash Equivalents at Beginning of Year  206,771   82,402   79,809 
Cash and Cash Equivalents and Restricted Cash Equivalents at End of Year $172,862  $206,771  $82,402 
             
Supplemental Disclosures            
Cash paid during the period for income taxes, net of refunds $32,395  $18,169  $9,068 
Cash paid for interest $126  $365  $126 

The accompanying notes are an integral part of these consolidated financial statements.

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Notes to Consolidated Financial Statements


Note 1, Description of Business and Summary of Significant Accounting Policies:


Business:

Haverty Furniture Companies, Inc. (“Havertys,” “we,” “our,” or “us”) is a retailer of a broad line of residential furniture in the middle to upper-middle price ranges. We have 120121 showrooms in 16 states at December 31, 2018.2021. All of our stores are operated using the Havertys name and we do not franchise our stores.  We also have an online presence through which our customers can make purchases. We offer financing through a third-party finance companycompanies as well as an internal revolving charge credit plan.


COVID-19:

In an effort to mitigate the spread of COVID‑19 and protect our team members, customers, and communities, in 2020 Havertys closed all of its stores on March 19 and halted deliveries on March 21, with the expectation at that time of reopening stores on April 2. Affected team members were paid during this period and most corporate personnel transitioned to working remotely. On April 1, we extended our store closure for another 30 days and furloughed 3,033 team members or approximately 87% of our workforce. During this period, we paid the cost of enrolled health benefits of those furloughed. Given the dramatic shock to the economy caused by the pandemic and uncertainty of the ongoing impact, we made a permanent reduction in our workforce of approximately 1,200 team members effective April 30 and extended the furlough of approximately 730 team members until June 1. We reopened 103 of our stores on May 1 and the remaining 17 were opened by June 20 and deliveries restarted on May 5.


The pandemic continues to disrupt several segments of the economy. Although our stores and other businesses are open, some business sectors are operating on a reduced scale. Our business has been very strong since reopening. Consumers not negatively impacted financially are spending on their homes. The COVID-19 pandemic is complex and continues to evolve with sporadic resurgences, new virus variants, and the vaccine rollout. At this point, we cannot reasonably estimate the duration of the pandemic’s influence on consumers and the “nesting” economy. Accordingly, the estimates and assumptions management made as of December 31, 2021 could change in subsequent interim reports, and it is reasonably possible that such changes could be significant (although the potential effects cannot be estimated at this time). The Company has evaluated subsequent events through the date the consolidated financial statements covered by this annual report were issued.

Basis of Presentation:

The consolidated financial statements include the accounts of Havertys and its wholly-owned subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation.



Use of Estimates:

The preparation of financial statements in conformity with United States of America generally accepted accounting principles (“U.S. GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.


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Cash and Cash Equivalents:

Cash and cash equivalents includesinclude all liquid investments with a maturity date of less than three months when purchased. Cash equivalents also include amounts due from third-party financial institutions for credit and debit card transactions which typically settle within five days.


Restricted Cash Equivalents:

Our insurance carrier requires us to collateralize a portion of our workers’ compensation obligations.  These funds are investments in money market funds held by an agent. The agreement with our carrier governing these funds is on an annual basis expiring on December 31.


Inventories:

Inventories are stated at the lower of cost or market. Cost is determined using the last-in, first-out (LIFO) method.


Property and Equipment:

Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation is provided over the estimated useful lives of the assets using the straight-line method. Leasehold improvements and buildings under lease are amortized over the shorter of the estimated useful life or the lease term of the related asset. Amortization of buildings under lease is included in depreciation expense.See Leases below.



Estimated useful lives for financial reporting purposes are as follows:


Buildings25 – 33 years
Improvements5 – 15 years
Furniture and Fixtures3 – 15 years
Equipment3 – 15 years
Buildings under lease15 years


Customer Deposits:

Customer deposits consist of cash collections on sales of undelivered merchandise, customer advance payments, and deposits on credit sales for undelivered merchandise.

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Revenue Recognition:

We recognize revenue from merchandise sales and related service fees, net of expected returns and sales taxes, upon deliverytax, at the time the merchandise is delivered to the customer. A reserveThe liability for merchandisesales returns, and customer allowancesincluding the impact on gross profit, is estimated based on historical return levels and recognized at the transaction price. We also recognize a return asset, and corresponding adjustment to cost of sales, for our historicalright to recover the goods returned by the customer, measured at the former carrying amount of the goods, less any expected recovery cost. At each financial reporting date, we assess our estimates of expected returns, refund liabilities, and allowance experiencereturn assets.  When we receive payment from customers before delivery of merchandise, the amount received is recorded as a customer deposit.


Net sales also include amounts generated by product protection plans. We act as an agent for these sales and current sales levels.the service is provided by a third-party. Revenue, net of related costs, is recognized at the time the covered merchandise is delivered to the customer. We do not sell gift cards or have a loyalty program.



We internally finance less than 2% of sales.  We do not adjust the promised consideration for the effects of a significant financing component since receivables from internally financed sales are typically offer our customers an opportunity for us to deliver their purchases and most choose this service. Delivery feespaid within one year of approximately $34,405,000, $25,728,000 and $25,467,000 were charged to customers in 2018, 2017 and 2016, respectively, and are included in net sales. The costs associated with deliveries are included in selling, general and administrative expenses and were approximately $40,236,000, $39,582,000 and $39,222,000 in 2018, 2017 and 2016, respectively.delivery.

Credit service charges are

We expense sales commissions within SG&A at the time revenue is recognized as revenue as assessed to customers according to contract terms. The costs associated with credit approval, account servicing and collections are included in selling, general and administrative expenses.because the amortization period would be one year or less.  We do not disclose the value of unsatisfied performance obligations because delivery is made within one year of the customer purchase.


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Cost of Goods Sold:

Our cost of goods sold includes the direct costs of products sold, warehouse handling and transportation costs.


Selling, General and Administrative Expenses:

Our selling, general and administrative (“SG&A”) expenses are comprised of advertising, selling, occupancy, delivery, and administrative costs, as well asand certain warehouse expenses.and transportation related expenses including accessorial and demurrage fees. The costs associated with our purchasing, warehousing, delivery and other distribution costs included in SG&A expense were approximately $80,383,000, $77,368,000$94,239,000, $71,838,000 and $77,266,000$77,668,000 in 2018, 20172021, 2020 and 2016,2019, respectively.


Leases:
In

On January 1, 2019 we adopted Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842), using the casemodified retrospective method and did not restate prior periods. The adoption of certain leased stores, we may be extensively involvedASU 2016-02 had an immaterial impact on our consolidated statement of income and our consolidated statement of cash flows for the year ended December 31, 2019.


We determine if an arrangement contains a lease in whole or in part at the inception of the contract. Right‑of-use (ROU) assets represent our right to use an underlying asset for the lease term while lease liabilities represent our obligation to make lease payments arising from the lease. All leases greater than 12 months result in the construction or major structural modificationsrecognition of a ROU asset and a liability at the leased properties. As a result of this involvement, we are deemedlease commencement date based on the “owner” for accounting purposes during the construction period, and are required to capitalize the total fair marketpresent value of the portionlease payments over the lease term. As most of our leases do not provide the leased propertyinformation required to determine the implicit rate, we use excluding land, on our consolidated balance sheet. Following construction completion, we perform an analysis under ASC 840, “Leases,” to determine if we can apply sale-leaseback accounting. We have determined that each ofincremental borrowing rate in determining the leases remaining on our consolidated balance sheet did not qualify for such accounting treatment.  In conjunction with these leases, we also record financing obligations equal to the landlord reimbursements and fair marketpresent value of lease payments. Our incremental borrowing rate approximates the assets.rate we would get if borrowing on a collateralized basis based on information available at commencement date. We douse the implicit rate when readily determinable.


Our lease terms include all non-cancelable periods and may include options to extend (or to not report rent expense for the properties which are owned for accounting purposes. Rather, rental payments underterminate) the lease are recognized aswhen it is reasonably certain that we will exercise that option. Leases that have a reduction of the financing obligation and interest expense. Depreciation expense is also recognized on the leased asset.

Deferred Escalating Minimum Rent and Lease Incentives:
Certain of our operating leases contain predetermined fixed escalations of the minimum rentals during the term of 12 months or less at the lease. For these leases, we recognize the related rental expensecommencement date are expensed on a straight-line basis over the lifelease term and do not result in the recognition of the lease, beginning with the point at which we obtain control and possession of the leased properties, and record the difference between the amounts charged to operations and amounts paid as accrued liabilities. The liabilityan asset or a liability.


Lease expense for deferred escalating minimum rent approximated $7,608,000 and $8,565,000 at December 31, 2018 and 2017, respectively. Any operating lease incentives we receive are deferred and subsequently amortizedleases is recognized on a straight-line basis over the life oflease term. We have lease agreements with lease and non-lease components, primarily related to real estate and we account for the lease and non-lease components as a reduction of rent expense. The liabilitysingle lease component.  See Note 8, “Leases,” for lease incentives approximated $1,209,000 and $1,139,000 at December 31, 2018 and 2017, respectively.additional information.


Advertising Expense:

Advertising costs, which include television, radio, newspaper, digital, and other media advertising, are expensed upon first showing. The total amount of prepaid advertising costs included in other current assets was approximately $746,000$88,000 and $602,000$327,000 at December 31, 20182021 and 2017,2020, respectively. We incurred approximately $48,315,000, $47,921,000$49,338,000, $39,862,000 and $45,132,000$49,724,000 in advertising expense during 2018, 20172021, 2020 and 2016,2019, respectively.

F-7

Interest Expense,Income, net:

We report interest income net of interest expense. Interest income is generated by our cash equivalents and restricted cash equivalents. Interest expense is comprised of amountscharges incurred related to our debt and lease obligations recorded on our balance sheet, net of interest income.credit facility. The total amount of interest expense was approximately $2,451,000, $2,512,000$152,000, $391,000 and $2,568,000$152,000 during 2018, 20172021, 2020 and 2016,2019, respectively.


Other Income, net:

Other income, net includes any gains or losses on sales of property and equipment and miscellaneousother income or expense items outside of core operations. We hadOn May 18, 2020, Havertys completed a store receive significant damage on December 27, 2015 from a blizzard. We reduced the value of the propertysale and its contents at December 31, 2015 to zero and recorded an insurance recovery receivable. During 2016, we recorded $2,228,000 in gains for the insurance recovery on the building and $1,110,000 for inventory, business interruption and other expenses. We received additional amounts in 2017 for the remaining full replacement value of the building as construction was completed and recognizedleaseback transaction which generated a gain of $1,351,000. During 2017 we also recorded $1,500,000$31,600,000 and is included in gains from insured losses related to a store damaged by a faulty underground sprinkler line and losses from Hurricane Irma.other income. See Note 8, “Leases,” for additional information. The sale of former retail locations and other operating assets generated losses of $425,000 in 2018 andadditional gains of $525,000$3,500,000 in 20172020 and $700,000minor gains in 2016.2021 and 2019.


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Self-Insurance:

We are self-insured, for amounts up to a deductible per occurrence, for losses related to general liability, workers’ compensation and vehicle claims. We are primarily self-insured for employee group health care claims. We have purchased insurance coverage in order to establish certain limits to our exposure on a per claim basis. We maintain an accrual for these costs based on claims filed and an estimate of claims incurred but not reported or paid, based on historical data and actuarial estimates. The current portion of these self-insurance reserves is included in accrued liabilities and the non-current portion is included in other liabilities. These reserves totaled $8,933,000$8,306,000 and $8,975,000$7,810,000 at December 31, 20182021 and 2017,2020, respectively.


Fair Values of Financial Instruments:

The fair values of our cash and cash equivalents, restricted cash and cash equivalents, accounts receivable, accounts payable and customer deposits approximate their carrying amounts due to their short-term nature. The assets that are related to our self-directed, non-qualified deferred compensation plans for certain executives and employees are valued using quoted market prices, a Level 1 valuation technique.  The assets totaled approximately $5,995,000 and $5,986,000 at December 31, 2018 and 2017, respectively, and are included in other assets. The related liability of the same amount is included in other liabilities.


Impairment of Long-Lived Assets:

We review long-lived assets for impairment when circumstances indicate the carrying amount of an asset may not be recoverable. If an indicator of impairment is identified, we evaluate the long-lived assets at the individual property or store level, which is the lowest level at which individual cash flows can be identified. We evaluate right-of-use assets at the same level and exclude operating lease liabilities when evaluating for impairment. When evaluating these assets for potential impairment, we first compare the carrying amount of the asset to the store’s estimated future cash flows (undiscounted and without interest charges).  If the estimated future cash flows are less than the carrying amount of the asset, an impairment loss calculation is prepared. The impairment loss calculation compares the carrying amount of the asset to the store’s assets’ estimated fair value of the store’s assets, which is determined on the basis of fair value for similar assets or discounted future cash flows (discounted and with interest charges).flows. If required, an impairment loss is recorded in SG&A expense for the difference in the asset’s carrying value and the asset’s estimated fair value. No suchAn impairment loss of $2,415,000 for a retail store was recorded in 2019 and 0 impairment losses were recorded in 2018, 2017 or 2016.2021 and 2020.



The economic disruption due to COVID-19 was determined to be a triggering event during the second quarter of 2020, and as a result, management assessed its long-term assets, including right-of-use assets for impairment. No impairment loss was required to be recorded.

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 their contractual rights. See Note 13 for the computational components of basic and diluted earnings per share.

F-8

Accumulated Other Comprehensive Income (Loss):

Accumulated other comprehensive income (loss) (“AOCI”), net of income taxes, was comprised of unrecognized retirement liabilities totaling approximately $1,465,000$2,293,000 and $2,144,000$2,560,000 at December 31, 20182021 and 2017,2020, respectively. See Note 11 for the amounts reclassified out of AOCI to SG&A expense related to our supplemental executive retirement plan.


Recently Issued Accounting Pronouncements:

Changes to U.S. GAAP are established by the Financial Accounting Standards Board (“FASB”) in the form of ASUs to the FASB’s Accounting Standards Codification. We considered the applicability and impact of all ASUs. We assessed and determined none were either applicable or are expected to have minimal impact on our consolidated financial position or results of operations.

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Note 2, Revenues and Segment InformationReporting:


The following table presents our revenues disaggregated by each major product category and service for each of the last three years (dollars in thousands, amounts and percentages may not always add due to rounding):


 Year Ended December 31, 
  2021  2020  2019 
  Net Sales  
% of
Net Sales
  Net Sales  
% of
Net Sales
  Net Sales  % of Net Sales 
Merchandise:                  
Case Goods                  
Bedroom Furniture $156,033   15.4% $116,753   15.6% $127,500   15.9%
Dining Room Furniture  109,522   10.8   79,766   10.7   88,877   11.1 
Occasional  86,849   8.6   65,764   8.8   65,565   8.2 
   352,404   34.8   262,283   35.1   281,942   35.1 
Upholstery  433,525   42.8   315,714   42.2   321,024   40.0 
Mattresses  90,224   8.9   72,855   9.7   90,583   11.3 
Accessories and Other (1)
  136,646   13.5   97,400   13.0   108,742   13.6 
  $1,012,799   100.0% $748,252   100.0% $802,291   100.0%

(1)
Includes delivery charges and product protection.


Estimated refunds for returns and allowances are recorded based on estimated margin using our historical return patterns. We record estimated refunds for sales returns on a gross basis and the carrying value of the return asset is presented separately from inventory. Estimated return inventory of $822,000 and $853,000 at December 31, 2021 and 2020, respectively, is included in the line item “Other current assets” and the estimated refund liability of $2,447,000 and $2,378,000 at December 31, 2021 and 2020, respectively, is included in the line item “Accrued liabilities” on the Consolidated Balance Sheets.


We record customer deposits when payments are received in advance of the delivery of merchandise, which totaled $98,897,000 and $86,183,000 at December 31, 2021 and December 31, 2020, respectively. Of the customer deposit liabilities at December 31, 2020, approximately $179,000 has not been recognized through net sales in the twelve months ended December 31, 2021.


We typically offer our customers an opportunity for us to deliver their purchases and most choose this service. Delivery fees of approximately $50,002,000, $30,824,000 and $34,580,000 were charged to customers in 2021, 2020 and 2019, respectively, and are included in net sales. The costs associated with deliveries are included in selling, general and administrative expenses and were approximately $45,914,000, $35,885,000, and $39,796,000 in 2021, 2020 and 2019, respectively.


We operate within a single reportable segment. We use a market area approach for both financial and operational decision making. Each of these market areas are considered individual operating segments.  The individual operating segments all have similar economic characteristics. The retail stores within the market areas are similar in size and carry substantially identical products selected for the same target customer.  We also use the same distribution methods chain-wide.  The net sales of each major product category and service for the last three years is disclosed below in Recently Adopted Accounting Pronouncements, Revenue Recognition.

Recently Issued Accounting Pronouncements:
Changes to U.S. GAAP are established by the Financial Accounting Standards Board (“FASB”) in the form of accounting standards updates (“ASUs”) to the FASB’s Accounting Standards Codification (“ASC”). We considered the applicability and impact of all ASUs. ASUs not listed below were assessed and determined to be either not applicable or are expected to have minimal impact on our consolidated financial position or results of operations.

Leases. In February 2016, the FASB issued ASU 2016-02 which amends 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 previous U.S. GAAP and the amended standard 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 will have to recognize 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 have adopted the requirements of the new lease standard effective January 1, 2019 using the modified retrospective method. Results for reporting periods beginning after January 1, 2019 will be presented under ASU 2016-2, while prior period amounts will not be adjusted. We are finalizing the changes to processes and internal controls to meet the standard's reporting and disclosure requirements. 

As of January 1, 2019, we will recognize a cumulative-effect adjustment to increase retained earnings approximately $7,000,000 due to the derecognition of assets and liabilities associated with legacy build-to-suit arrangements and the deferred gain on previous sale-leaseback transactions. We will elect the transition package of three practical expedients permitted within the standard, which eliminates the requirements to reassess prior conclusions about lease identification, lease classification, and initial direct costs. We will not elect the hindsight practical expedient, which permits the use of hindsight when determining lease term and impairment of right-of-use assets. Further, we will elect a short-term lease exception policy, permitting us to not apply the recognition requirements of this standard to short-term leases (i.e. leases with terms of 12 months or less). We will not elect for real properties the accounting policy to account for lease and non-lease components as a single component.

The adoption of ASU 2016-02 will have a significant impact on our consolidated balance sheet as we will record material assets and obligations primarily related to approximately 84 retail leases and corporate office and warehouse leases. We expect to record lease liabilities of approximately $176,000,000 based on the present value of the remaining minimum rental payments using discount rates as of the effective date. We expect to record corresponding right-of-use assets of approximately $178,000,000, based upon the lease liabilities adjusted for prepaid and deferred rent and unamortized tenant improvement allowances as of January 1, 2019. We do not expect a material impact on our consolidated statement of income or our consolidated statement of cash flows. 

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Recently Adopted Accounting Pronouncements:
Share-based Payments. On January 1, 2017 we adopted ASU 2016-09. This new standard changed the accounting for certain aspects of share-based payments to employees. The new guidance requires excess tax benefits and tax deficiencies be recorded in the income statement when the awards vest or are settled. In addition, cash flows related to excess tax benefits are no longer separately classified as a financing activity apart from the other income tax cash flows. The standard also allows the Company to repurchase more of an employee’s shares for tax withholding purposes without triggering liability accounting, clarifies that all cash payments made on an employee’s behalf for withheld shares should be presented as a financing activity on our cash flow statements, and provides an accounting policy election to account for forfeitures as they occur. When we adopted ASU 2016-09 we applied it prospectively or retrospectively, depending on the area covered by this standard. Excess tax costs of $121,000 in 2016 were recorded to additional paid-in capital that would have increased income tax expense in 2016 if this new guidance had been adopted as of 2016. We chose to adopt the provisions related to the cash flow presentation of excess benefits prospectively and prior periods have not been adjusted. We have elected to recognize forfeitures as they occur. The new standard did not have a significant impact on our financial statements except as described above.

Revenue Recognition.  On January 1, 2018, we adopted ASU 2014-09, Revenue - Revenue from Contracts with Customers (ASC Topic 606 or the “new standard”). The new standard requires a company to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration the company expects to receive in exchange for those goods or services.

We sell home furnishings and recognize revenue at delivery. Havertys does not have a loyalty program or sell gift certificates. We also do not offer coupons for redemption for future purchases, such as those that other retailers might issue for general marketing purposes or for those issued in conjunction with prior purchases.

The product protection plan we offer is handled by a third-party and we have no performance obligation or inventory risk associated with this service. Havertys is acting as an agent for these sales and records this revenue, net of related costs, at the time the covered products are delivered to the customer.

Estimated refunds for returns and allowances are recorded based on estimated margin using our historical return patterns.  Under the new standard, we record estimated refunds for sales returns on a gross basis rather than on a net basis. The standard requires the carrying value of the return asset to be presented separately from inventory and subject to impairment testing on its own, separately from inventory on hand. At December 31, 2018, the estimated return inventory was $730,000 and is included in the line item “Other current assets” and the estimated refund liability was $1,950,000 million and is included in the line item “Accrued liabilities” on the Consolidated Balance Sheets.

We record customer deposits when payments are received in advance of the delivery of merchandise, which totaled $24,465,000 and $27,813,000 at December 31, 2018 and December 31, 2017, respectively.  Of the customer deposit liabilities at December 31, 2017, approximately $27,730,000 has been recognized through net sales in the twelve months ended December 31, 2018.

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We adopted ASC Topic 606 using the modified retrospective method. Results for reporting periods beginning after January 1, 2018 are presented under the new standard, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting. The cumulative effect of the changes made to our consolidated January 1, 2018 balance sheet for the adoption of the new standard were as follows:

(in thousands) 
Balance at
December 31, 2017
  Adjustments Due to ASU 2014-09  
Balance at
January 1, 2018
 
Balance Sheet         
Assets         
Estimated to be returned inventory $          —  $786
 $     786 
Deferred income taxes      12,375   (45)
   12,330 
        
    
Liabilities       
    
Refund on estimated returns and allowances          —   2,072
      2,072 
Reserve for cancelled sales and allowances      1,464   (1,464)
          — 
        
    
Equity       
    
Retained earnings  287,390   133
  287,523 

Upon adoption of ASC Topic 606, we adopted the following policy elections and practical expedients:
·Our contracts are similar as to customer types, deliverables, timing of transfer of goods and other characteristics and we elected to use the portfolio method in accounting for our contracts.
·We exclude from revenue amounts collected from customers for sales tax.
·We finance less than 1% of sales.  We do not adjust the promised amount of consideration for the effects of a significant financing component since receivables from financed sales are paid within one year of delivery.
·We expense sales commissions within SG&A at the time revenue is recognized because the amortization period would be one year or less.
·We do not disclose the value of unsatisfied performance obligations because delivery is made within one year of the customer purchase.

The following table presents the differences resulting from the adoption of ASC Topic 606 on line items in our consolidated balance sheet. The impact of the adoption on line items in our other financial statements was not material.

  December 31, 2018 
(in thousands) As Reported  
Balances Without Adoption of
ASC 606
  
Effect of Change
Higher/(Lower)
 
Balance Sheet         
Assets         
Estimated to be returned inventory
 (included in other current assets)
 $730  $  $730 
Deferred income taxes  12,544   12,582   (38)
Liabilities            
Refund on estimated returns and allowances (included in other current liabilities)  1,950      1,950 
Reserve for cancelled sales and allowances (included in other current liabilities)     1,373   (1,373)
Equity            
Retained Earnings $282,366  $282,251  $115 

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The following table presents our revenues disaggregated by each major product category and service for each of the last three years (dollars in thousands, amounts and percentages may not always add due to rounding):

 Year Ended December 31, 
 2018 2017 2016 
 Net Sales 
% of
Net Sales
 Net Sales 
% of
Net Sales
 Net Sales % of Net Sales 
Merchandise:            
Case Goods            
Bedroom Furniture $131,673      16.1%
 $132,484      16.2%
 $132,250     16.1%
Dining Room Furniture    92,865   11.4
  92,921   11.3
    94,918   11.5
Occasional    72,193   8.8
  75,909    9.2
    81,996   10.0
   296,731   36.3
  301,314   36.7
  309,164   37.6
Upholstery  326,114   39.9
  330,340   40.3
  328,903   40.0
Mattresses    85,055   10.4
  88,311   10.8
    86,659   10.6
Accessories and Other (1)
  109,833   13.4
  99,901   12.2
    96,845   11.8
  $817,733     100.0%
 $819,866    100.0%
 $821,571     100.0%
(1)  Includes delivery charges and product protection.

Restricted Cash in Statement of Cash Flows.  We adopted ASU 2016-18, Statement of Cash Flows: Restricted Cash (a consensus of the FASB Emerging Issues Task Force) (“ASC Topic 230”) on January 1, 2018 using the required retrospective transition method.  This ASU requires companies to include amounts generally described as restricted cash and restricted cash equivalents in cash and cash equivalents when reconciling beginning-of-period and end-of-period total amounts shown on the statement of cash flows. 

Our restricted cash equivalents are funds used to collateralize a portion of our workers’ compensation obligations as required by our insurance carrier. These escrowed funds are shown as restricted cash and cash equivalents on our balance sheets and are investments in money market funds held by an agent. The annual agreement with our carrier governing these funds expires on December 31, 2018.

The following table provides a reconciliation of cash, cash equivalents, and restricted cash equivalents reported within the balance sheets that sum to the total of the same such amounts shown in the statements of cash flows.

(In thousands) 
December 31,
2018
  
December 31,
2017
  
December 31,
2016
  
December 31,
2015
 
             
Cash and cash equivalents $71,537  $79,491  $63,481  $70,659 
Restricted cash equivalents  8,272   8,115   8,034   8,005 
Total cash, cash equivalents and restricted cash equivalents $79,809  $87,606  $71,515  $78,664 


Note 2, Accounts Receivable:

Amounts financed under our in-house credit programs, as a percent of net sales including sales tax, were approximately 0.5% in 2018, 0.6% in 2017 and 1.0% in 2016. The credit program selected most often by our customers is “12 months no interest with equal monthly payments.”  The terms of the other programs vary as to payment terms (30 days to three years) and interest rates (0% to 21%). The receivables are collateralized by the merchandise sold.

Accounts receivable balances resulting from certain credit promotions have scheduled payment amounts which extend beyond one year. These receivable balances have been historically collected earlier than the scheduled dates. The amounts due per the scheduled payment dates approximate as follows: $1,960,000 in 2019, $197,000 in 2020, $43,000 in 2021 and $34,000 in 2022 for receivables outstanding at December 31, 2018.

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Accounts receivable are shown net of the allowance for doubtful accounts of approximately $175,000 and $270,000 at December 31, 2018 and 2017, respectively. We provide an allowance utilizing a methodology which considers the balances in problem and delinquent categories of accounts, historical write-offs, existing economic conditions and management judgment. We assess the adequacy of the allowance account at the end of each quarter.  Interest assessments are continued on past-due accounts but no “interest on interest” is recorded. Delinquent accounts are generally written off automatically after the passage of nine months without receiving a full scheduled monthly payment. Accounts are written off sooner in the event of a discharged bankruptcy or other circumstances that make further collections unlikely.

We believe that the carrying value of existing customer receivables, net of allowances, approximates fair value because of their short average maturity. Concentrations of credit risk with respect to customer receivables are limited due to the large number of customers comprising our account base and their dispersion across 16 states.

Note 3, Inventories:



Inventories are measured using the last-in, first-out (LIFO) method of valuation because it results in a better matching of current costs and revenues. The excess of current costs over our carrying value of inventories was approximately $19,947,000$34,704,000 and $19,177,000$22,394,000 at December 31, 20182021 and 2017,2020, respectively. The use of the LIFO valuation method as compared to the FIFO method had a negative impact on our cost of goods sold of approximately $770,000$12,310,000 in 2018,2021, $636,000 in 2020 and $1,231,000$1,811,000 in 20172019.  During 2020 and a positive impact of approximately $1,448,000 in 2016.  During 2018 and 2016,2019, there were liquidations of LIFO inventory layers. The effect of the liquidations (included in the preceding LIFO impact amounts) decreased cost of goods sold. The effect of the liquidations during 2020 decreased cost of goods sold by approximately $562,000 or $0.03 per diluted share of common stock and was immaterial amounts. in 2019. We believe this information is meaningful to the users of these consolidated financial statements for analyzing the effects of price changes, for better understanding our financial position and for comparing such effects with other companies.


Note 4, Property and Equipment:



Property and equipment are summarized as follows:

(In thousands) 2018 2017 
Land and improvements $44,541 $47,804 
Buildings and improvements  273,633  279,209 
Furniture and fixtures  86,235  103,695 
Equipment  51,833  48,745 
Buildings under lease  56,902  56,902 
Construction in progress  404  7,124 
   513,548  543,479 
Less accumulated depreciation  (274,078) (295,491)
Less accumulated lease amortization  (22,618) (18,773)
Property and equipment, net $216,852 $229,215 

(In thousands) 2021  2020 
Land and improvements $35,015  $32,903 
Buildings and improvements  206,183   191,272 
Furniture and fixtures  90,070   83,532 
Equipment  56,895   49,734 
Construction in progress  3,125   1,993 
   391,288   359,434 
Less accumulated depreciation  (265,189)  (251,068)
Property and equipment, net $126,099  $108,366 
Note 5, Credit Arrangement:

In March 2016

On May 15, 2020 we entered into the FirstThird Amendment to Amended and Restated Credit Agreement (the "Credit Agreement"(as amended, the “Credit Agreement”) with a bank. The Credit Agreement amends our revolving credit facilitybank to increase the aggregate commitments from $50.0 million to $60.0 million, extend the maturity date to March 31, 2021 from September 1, 2016, lower the commitment fees on unused amounts, reduce the applicable margin for interest rates on borrowings, modify the borrowing base calculation, and change the collateral reporting requirements. We have not had anypermit certain sale-leaseback transactions as more fully described in Note 8. Our first borrowings under the revolving credit facility, since its origination in 2008.2008, was in March 2020 and the $43.8 million borrowed was repaid June 2020.

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The Credit Agreement is a $60.0 million revolving credit facility is secured by our inventory, accounts receivable, cash, and certain other personal property. Our Credit Agreement includes negative covenants that limit our ability to, among other things (a) incur, assume or permit to exist additional indebtedness or guarantees; (b) incur liensproperty, and engage in sale leaseback transactions or real estate sales in excess of $100.0 million; (c) pay dividends or redeem or repurchase capital stock if availability is less than $12.0 million; (d) engage in certain transactions with affiliates; and (e) alter the business that the Company conducts.

matures on September 27, 2024. Availability fluctuates underbased on a borrowing base calculation and is reduced by outstanding letters of credit. The borrowing base was $57.5 million and there were no outstanding letters of credit at December 31, 2018. Amounts available to borrow are based on the lesser of the borrowing base or the $60.0 million line amountmillion-line amount. The credit facility contains covenants that, among other things, limit our ability to incur certain types of debt or liens, enter into mergers and reduced by $6.0consolidations or use proceeds of borrowing for other than permitted uses. The covenants also limit our ability to pay dividends if unused availability is less than $12.5 million.


We borrowed $43.8 million since a fixed charge coverage ratio test was not met for the immediately preceding twelve months, resulting in a net availability of $51.5 million. There were no borrowed amounts outstanding under the Credit Agreement in March 2020 and repaid the borrowings in June 2020. The interest rates on the outstanding balance were based on the three-month Euro dollar LIBOR rate plus 1.25% and on a weighted average basis was approximately 2.37%. Total interest paid under the Credit Agreement was $0.4 million for the year ended December 31, 2020.


The borrowing base was $29.2 million at December 31, 2018.2021 and there were 0 outstanding letters of credit, accordingly, the net availability was $29.2 million.



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Note 6, Accrued Liabilities and Other Liabilities:

Accrued liabilities and other liabilities consist of the following:

(In thousands) 2018  2017 
Accrued liabilities:      
Employee compensation, related taxes and benefits $12,628  $13,527 
Taxes other than income and withholding  8,700   8,677 
Self-insurance reserves  6,143   5,962 
Other  12,432   9,416 
  $39,903  $37,582 
Other liabilities:        
Straight-line lease liability $7,608  $8,565 
Self-insurance reserves  2,790   3,013 
Other  20,141   15,122 
  $30,539  $26,700 



(In thousands) 2021  2020 
Accrued liabilities:      
Employee compensation, related taxes and benefits $21,651  $22,070 
Taxes other than income and withholding  7,319   8,386 
Self-insurance reserves  5,268   5,296 
Other  12,426   17,211 
  $46,664  $52,963 
Other liabilities:        
Self-insurance reserves  3,038   2,514 
Other  20,134   20,650 
  $23,172  $23,164 

Note 7, Income Taxes:

On December 22, 2017,

The provision for income taxes for the President signed into Public Law No. 115-97, commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”). The Tax Act contains significant changes to corporate taxes, including a permanent reduction of the corporate tax rate from 35% to 21% effective January 1, 2018. The Tax Act’s other major changes applicable to Havertys include the elimination of certain deductions and an enhanced and extended option to claim accelerated depreciation deductions on qualified property.

In December 2017, the Securities and Exchange Commission (SEC) staff issued Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act (SAB 118), which allowed us to record provisional amounts during a measurement period not to extend beyond one year of the enactment date.

We remeasured certain deferred tax assets and liabilities based on the rates at which they are expected to reverse in the future, which is generally 25%. Atyears ended December 31 2017, we made a reasonable estimate of the effects on our existing deferred tax balances. The total amount recorded related to the remeasurement of our deferred tax balance was an additional expense of $5,868,000. We completed our analysis of the Tax Act during 2018 and no adjustments were made to expense for this remeasurement of our deferred tax balances.

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Income tax expense (benefit) consistsconsist of the following:
(In thousands) 2018  2017  2016 
Current         
Federal $8,422  $14,239  $16,259 
State  2,118   2,350   2,326 
   10,540   16,589   18,585 
Deferred            
Federal  (232)  5,829   (690)
State  (207)  (270)  (430)
   (439)  5,559   (1,120)
  $10,101  $22,148  $17,465 


(In thousands) 2021  2020  2019 
Current         
Federal $22,832  $16,831  $7,701 
State  4,666   3,210   1,849 
   27,498   20,041   9,550 
Deferred            
Federal  589  (1,217)  (2,217)
State  (355)  (1,241)  (474)
   234  (2,458)  (2,691)
Total income tax expense $27,732  $17,583  $6,859 


Cares Act

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was signed into law. The CARES Act provides numerous tax provisions and other stimulus measures, including temporary suspension of certain payment requirements for the employer-paid portion of social security taxes, the creation of certain refundable employee retention credits, and technical corrections from prior tax legislation for tax depreciation of certain qualified improvement property. We elected to defer the employer-paid portion of social security taxes beginning with pay dates on and after April 1, 2020 and through December 31, 2020 and have deferred $1,607,000 which is included in accrued liabilities. During 2020, we recorded $2,301,000 for refundable employee retention credits reducing selling, general and administrative expenses. We also benefited from the technical correction for qualified leasehold improvements eligible for 100% tax bonus depreciation which reduced our 2019 income tax liability by approximately $2,053,000 and we adjusted our deferred income taxes and income taxes receivable accordingly.

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The differences between income tax expense in the accompanying Consolidated Financial Statements and the amount computed by applying the statutory Federal income tax rate are as follows:

(In thousands) 2018  2017  2016 
Statutory rates applied to income before income taxes $8,486  $15,129  $16,037 
State income taxes, net of Federal tax benefit  1,616   1,306   1,494 
Net permanent differences  220   95   99 
Other  (221)  (250)  (165)
Tax Act, net impact     5,868    
             
  $10,101  $22,148  $17,465 


(In thousands) 2021  2020  2019 
Statutory rates applied to income before income taxes $24,949  $16,164  $6,032 
State income taxes, net of Federal tax benefit  3,836   2,057   1,149 
Net permanent differences  (498)  520   228 
Other  78   48   (128)
Leases  0   0   (418)
Federal tax credits  (152)  0   0 
State tax credits  (481)  (1,206)  (4)
  $27,732  $17,583  $6,859 



Our effective tax rate differs from the federal statutory rate primarily due to state income taxes. In 2020 we completed the computations and recorded in the fourth quarter, state quality jobs credits of $1,527,000 generated in 2018, 2019, and 2020.


Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The amounts in the following table are grouped based on broad categories of items that generate the deferred tax assets and liabilities.

(In thousands) 2018  2017 
Deferred tax assets:      
Accounts receivable $530  $433 
Property and equipment  7,584   6,434 
Leases  4,135   4,356 
Accrued liabilities  8,172   8,171 
Retirement benefits  266   492 
Other  56   62 
Total deferred tax assets  20,743   19,948 
         
Deferred tax liabilities:        
Inventory  7,649   7,034 
Other  550   539 
Total deferred tax liabilities  8,199   7,573 
Net deferred tax assets $12,544  $12,375 


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(In thousands) 2021  2020 
Deferred tax assets:
      
Property and equipment $6,944  $8,868 
Lease liabilities  57,588   58,417 
Accrued liabilities  11,306   9,885 
Retirement benefits  573   662 
State tax credits  2,087   943 
Other  676   660 
Total deferred tax assets  79,174   79,435 
         
Deferred tax liabilities:  
     
Inventory related  6,389   7,135 
Right-of-use lease assets  55,816   56,032 
Other  594   454 
Total deferred tax liabilities  62,799   63,621 
Net deferred tax assets $16,375  $15,814 



We review our deferred tax assets to determine the need for a valuation allowance. Based on evidence, we concludeconcluded that it is more-likely-than-not that our deferred tax assets will be realized and therefore a valuation allowance is not required.



We file income tax returns in the U.S. federal jurisdiction and various state and local jurisdictions. With respect to U.S. federal, state and local jurisdictions, with limited exceptions, we are no longer subject to income tax audits for years before 2015.2018.


Uncertain Tax Positions
No uncertain tax positions were identified for the years currently open under statute of limitations. 

Interest and penalties associated with uncertain tax positions, if any, are recognized as components of income tax expense.  No amounts for uncertain tax positions were recorded for the years currently open under statute of limitations. 



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Note 8, Long-Term Debt Leases:


We have operating leases for retail stores, offices, warehouses, and Lease Obligations:certain equipment. Our leases have remaining lease terms of between 1 year and 14 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.

Long-term debt

In April 2020, the Financial Accounting Standards Board issued guidance allowing entities to make a policy election to account for lease concessions related to the COVID-19 pandemic as though enforceable rights and obligations for those concessions existed. The election applies to any lessor-provided lease concession related to the impact of the COVID-19 pandemic, provided the concession does not result in a substantial increase in the rights of the lessor or in the obligations of the lessee. During the year ended December 31, 2020, we received concessions from certain landlords in the form of rent deferrals of approximately $4.5 million and abatements of approximately $1.8 million. We have elected to account for these rent concessions as though enforceable rights and obligations for those concessions existed in the original lease agreements and have recorded a non-interest bearing payable for the deferred rent payments.


On May 18, 2020, we completed a sale and leaseback transaction of 3 facilities which we initiated in April 2020 as part of our business continuity plan. The Coppell, TX 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 used for a call center and general management purposes. The Lakeland, FL  property is a distribution center with approximately 335,000 square feet and the Colonial Heights property is a distribution facility with 129,000 square feet. The facilities were leased back to Havertys via 15-year operating lease agreements with renewal options.  The total sales price for these properties, excluding costs and taxes, was $70.0 million and their net book value was approximately $37.9 million. The gain of approximately $31.6 million was recognized in the second quarter of 2020 and is included in other income.



In August 2021, we repurchased the Colonial Heights property, that was part of the sale-leaseback transaction in 2020 for $8.5 million.



As of December 31, 2021, we have entered into 2 leases for additional retail locations which have not yet commenced and are summarizedunder construction.


The table below presents the operating lease assets and liabilities recognized on the consolidated balance sheets as of December 31:

(in thousands) 2021  2020 
Operating Lease Assets:
      
Right-of use lease assets $222,356  $228,749 
Operating Lease Liabilities:        
Current lease liabilities $33,581  $33,466 
Non-current lease liabilities  196,771   200,200 
          Total operating lease liabilities $230,352  $233,666 



Our leases generally do not provide an implicit rate, and therefore we use our incremental borrowing rate as the discount rate when measuring operating lease liabilities. The incremental borrowing rate represents an estimate of the interest rate we would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis over the term of the lease.

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The weighted-average remaining lease term and weighted-average discount rate for operating leases as of December 31 are:


 2021  2020 
Weighted-average remaining lease term 8.1 years  8.8 years 
Weighted-average discount rate  5.62%  6.07%



The table below reconciles the undiscounted future minimum lease payments (displayed by year and in the aggregate) under noncancelable operating leases with terms of more than one year to the total lease liabilities recognized on the consolidated balance sheet as of December 31, 2021:

(in thousands) Operating Leases 
2022 $45,277 
2023  41,509 
2024  37,483 
2025  32,059 
2026  27,563 
Thereafter  106,805 
   Total undiscounted future minimum lease payments  290,696 
Less: difference between undiscounted lease payments and discounted operating lease liabilities  (60,344)
           Total operating lease liabilities $230,352 




Certain of our lease agreements for retail stores include variable lease payments, generally based on sales volume. The variable portion 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 portion 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.


Components of lease expense which are included in selling, general, and administrative expenses within our consolidated statements of comprehensive income were as follows:

(In thousands) 2018  2017 
Revolving credit notes (a)
 $  $ 
Lease obligations (b)
  50,803   54,591 
   50,803   54,591 
Less portion classified as current  (4,018)  (3,788)
  $46,785  $50,803 
(a)   We have a revolving credit agreement as described in Note 5.
(b)  These obligations are

 Year Ended December 31, 
(in thousands) 2021  2020  2019 
Operating lease cost $46,774  $44,854  $41,681 
Short-term lease cost  0   0   90 
Variable lease cost  6,680   5,827   5,653 
    Total lease expense $53,454  $50,681  $47,424 



Supplemental cash flow information related to properties under lease with aggregate net book values of approximately $34,284,000 and $38,129,000 at December 31, 2018 and 2017, respectively.

The approximate aggregate maturities of these lease obligations during the five years subsequent to December 31, 2018 and thereafter areleases is as follows:  2019 - $4,018,000; 2020 - $4,222,000, 2021 - $3,672,000; 2022 - $3,776,000; 2023 - $4,027,000 and $31,088,000 thereafter. These maturities are net of imputed interest of approximately $12,996,000 at December 31, 2018.


  Year Ended December 31, 
(In thousands) 2021  2020 
Cash paid for amounts included in the measurement of lease liabilities:
      
Operating cash flows from operating leases 
$
47,607
  
$
39,341
 
Right-of-use assets obtained in exchange for lease obligations:
        
Operating leases 
$
25,025
  
$
89,082
 

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Note 9, Stockholders’ Equity:



Common Stock has a preferential dividend rate of at least 105% of the dividend paid on Class A Common Stock. Class A Common Stock has greater voting rights which include:  voting as a separate class for the election of 75% of the total number of directors and on all other matters subject to shareholder vote, each share of Class A Common Stock has ten10 votes and votes with the Common Stock as a single class. Class A Common Stock is convertible at the holder’s option at any time into Common Stock on a 1-for-1 basis; Common Stock is not convertible into Class A Common Stock.



A special cash dividend of $2.00 and $1.00 for Common Stock and $1.90 and $0.95 for Class A Common Stock was paid in the fourth quarter of 20182021 and 2016. Aggregate2020. Total dividends paid on Common Stock was $32,595,000, $10,473,000were $48,837,000, $46,564,000 and $27,674,000$13,913,000 in 2018, 20172021, 2020 and 2016,2019, respectively. AggregateTotal dividends paid on Class A Common Stock was $2,869,000, $919,000were $3,609,000, $3,957,000 and $2,735,000$1,143,000 in 2018, 20172021, 2020 and 2016,2019, respectively.


Note 10, Benefit Plans:



We have a non-qualified, non-contributory supplemental executive retirement plan (the “SERP”) for employees whose retirement benefits are reduced due to their annual compensation levels. The SERP was frozen as of December 31, 2015 and no additional benefits were earned or have been accrued after that date. The SERP provides annual benefits amounting to 55% of final average earnings less benefits payable from Social Security benefits and our former pension plan which was settled in 2014. The SERP limits the total amount of annual retirement benefits that may be paid to a participant from all sources (former pension plan, Social Security and the SERP) to $125,000. The SERP is not funded so we pay benefits directly to participants. The SERP was frozen as of December 31, 2015 and no additional benefits were accrued after that date.
F-16



The following table summarizes information about our SERP.

(In thousands) 2018  2017 
Change in benefit obligation:      
Benefit obligation at beginning of the year $8,199  $7,674 
Interest cost  290   321 
Actuarial losses (gains)  (769)  509 
Benefits paid  (326)  (305)
Benefit obligation at end of year  7,394   8,199 
Change in plan assets:        
Employer contribution  326   305 
Benefits paid  (326)  (305)
Fair value of plan assets at end of year      
Funded status of the plan – (underfunded) $(7,394) $(8,199)
Accumulated benefit obligations $7,394  $8,199 


(In thousands) 2021  2020 
Change in benefit obligation:      
Benefit obligation at beginning of the year $9,001  $8,299 
Interest cost  213   266 
Actuarial (gains) losses  (99)  791 
Benefits paid  (359)  (355)
Benefit obligation at end of year  8,756   9,001 
Change in plan assets:        
Employer contribution  359   355 
Benefits paid  (359)  (355)
Fair value of plan assets at end of year  0   0 
Funded status of the plan – (underfunded) $(8,756) $(9,001)
Accumulated benefit obligations $8,756  $9,001 


Amounts recognized in the consolidated balance sheets consist of:

(In thousands) 2018  2017 
Current liabilities $(366) $(365)
Noncurrent liabilities  (7,028)  (7,834)
  $(7,394) $(8,199)


(In thousands) 2021  2020 
Current liabilities $(458) $(438)
Noncurrent liabilities  (8,298)  (8,563)
  $(8,756) $(9,001)



The net actuarial loss recognized in accumulated other comprehensive income (loss) before the effect of income taxes was $1,063,000$2,198,000 in 20182021 and $1,968,000$2,554,000 in 2017.2020.


F-16



Net pension cost included the following components:

 SERP 
(In thousands)2018 2017 2016 
Interest cost on projected benefit obligation $290  $321  $341 
Amortization of actuarial loss  136   90   102 
Net pension costs $426  $411  $443 


(In thousands) 2021  2020  2019 
Interest cost on projected benefit obligation $213  $266  $315 
Amortization of actuarial loss  257   159   46 
Net pension costs $470  $425  $361 



The estimated amount that will be amortized from accumulated other comprehensive loss into net periodic cost in 2022 is approximately $217,000.

Assumptions

We use a measurement date of December 31 for our SERP plan. Assumptions used to determine net periodic benefit cost for years ended December 31 are as follows:

 SERP 
 2018 2017 2016 
Discount rate  3.68%  4.30%  4.58%
Rate of compensation increase  n/a   n/a   n/a 


   2021   2020   2019 
Discount rate  2.41%  3.29%  4.36%
Rate of compensation increase n/a   n/a   n/a 


Assumptions used to determinedetermine benefit obligations at December 31 for the SERP are as follows:

  2018  2017 
Discount rate  4.36%  3.68%
Rate of compensation increase  n/a   n/a 

F-17


 2021  2020 
Discount rate  2.80%  2.41%
Rate of compensation increase  n/a   n/a 


Cash Flows

The following schedule outlines the expected benefit payments related to the SERP in future years.  These expected benefits were estimated based on the same actuarial assumptions used to determine benefit obligations at December 31, 2018.2021.

(In thousands) 2019  2020  2021  2022  2023   2024-2028 
Benefit Payments $366  $397  $425  $425  $419  $2,537 


(In thousands) 2022  2023  2024  2025  2026  2027-2031 
Benefit Payments $458  $448  $454  $
499  $553  $2,722 

Other Plans

We have an employee savings/retirement (401(k)) plan to which substantially all our employees may contribute. We match employee contributions 100% up to 4% of a participant’s compensation, with a maximum match of $11,600 per participant. We suspended the first 1%matching contribution for six weeks during 2020 as part of eligible pay and 50% of the next 5% contributed by participants and in 2018 made an additional discretionary contribution.our business continuity plan. We expensed employer contributions of approximately $4,770,000, $3,932,000$6,046,000, $4,069,000 and $3,884,000$5,173,000 in 2018, 20172021, 2020 and 2016,2019, respectively.



We offer participation in a self-directed, non-qualified deferred compensation plan to certain executives and employees. The plan allows a participant to defer a portion of their income. We may also make annual contributions based on the participant’s annual deferral, and our contributions were approximately $74,000, $43,000 and $61,000 in 2021, 2020, and 2019, respectively. The investments for the plan (and its predecessor plan) are held in rabbi trusts and are used to meet the obligations of the plans and precludes us from using such assets for operating purposes. The plans’ assets totaled approximately $9,184,000 and $7,949,000 at December 31, 2021 and 2020, respectively, and are included in other assets. The related liability under the plans of approximately $9,201,000 and $8,063,000 at December 31, 2021 and 2020, respectively, is included in other liabilities.


We offer no post-retirement benefits other than the plans discussed above and no significant post-employment benefits.


17


Note 11, Accumulated Other Comprehensive Income (loss):Loss:



The following summarizes the changes in the balance and the reclassifications out of accumulated other comprehensive income (loss)loss on our Consolidated Balance Sheets to the Consolidated Statements of Comprehensive Income (amounts in thousands):Income:

  Year Ended December 31, 
  2018  2017  2016 
Beginning balance $(2,144) $(1,830) $(1,938)
Other comprehensive income (loss)            
Defined benefit pension plan:            
Net gain (loss) during year  769   (509)  72 
Amortization of net loss(1)
  136   90   102 
   905   (419)  174 
Tax expense (benefit)  226   (105)  66 
Total other comprehensive income (loss)  679   (314)  108 
Ending balance $(1,465) $(2,144) $(1,830)

(1) These amounts are included in the computation of net periodic pension costs and were reclassified to selling, general and administrative costs.


 Year Ended December 31, 
(In thousands) 2021  2020  2019 
Beginning balance $(2,560) $(2,087) $(1,465)
Other comprehensive income (loss)            
Defined benefit pension plan:            
Net gain (loss) during year  99   (791)  (906)
Amortization of net loss(1)
  257   159   46 
   356   (632)  (860)
Tax expense (benefit)  89   (159)  (238)
Total other comprehensive income (loss)  267   (473)  (622)
Ending balance $(2,293) $(2,560) $(2,087)

(1)
These amounts are included in the computation of net periodic pension costs and were reclassified to selling, general and administrative costs.

F-18


Note 12, Stock-Based Compensation Plans:



We have issued and outstanding awards under two2 employee compensation plans, the 2021 Long-Term Incentive Plan (the “2021 LTIP Plan”) and the 2014 Long Term Incentive Plan (the “2014 LTIP Plan”) and the 2004 Long Term Incentive Plan (the “2004 LTIP Plan”). No new awards may be granted under the 20042014 LTIP Plan. Grants of stock-settled appreciation rights, restricted units, and performance units have been made to certain officers and key employees. All equity awards are settled in shares of Common Stock. As of December 31, 2018,2021, approximately 691,0001,500,000 shares were available for awards and options under the 20142021 LTIP Plan.

F-18


The following table summarizes our equity award activity during the years ended December 31, 2018, 20172021, 2020, and 2016:2019:



  
Service-Based
Restricted Stock Awards
  
Performance-Based
Restricted Stock Awards
  
Stock-Settled
Appreciation Rights
 
  Shares or Units  
Weighted-Average
Award Price
  Shares or Units  
Weighted-Average
Award Price
  
Rights
  
Weighted-Average
Award Price
 
Outstanding at December 31, 2015  265,776  $22.03   78,714  $25.68   100,875  $18.14 
Granted/Issued  138,102   18.80   71,292   18.80       
Awards vested or rights exercised  (138,472)  20.46   (2,392)          
Forfeited  (15,700)  20.45              
Outstanding at December 31, 2016  249,706   21.22   147,614   22.35   100,875  $18.14 
Granted/Issued  135,986   21.99   63,396   22.04        
Awards vested or rights exercised  (128,691)  20.73   (28,715)  27.81   (43,875) $18.14 
Forfeited  (2,511)  21.38   (2,521)  20.60        
Outstanding at December 31, 2017  254,490   21.88   179,774   21.42   57,000  $18.14 
Granted/Issued  141,722   22.73   103,940   22.95       
Awards vested or rights exercised  (132,872)  22.45   (48,661)  24.10       
Forfeited  (14,198)  21.94   (25,299)  21.40       
Outstanding at December 31, 2018  249,142   22.05   209,754   21.56   57,000  $18.14 
Exercisable at December 31, 2018                  57,000  $18.14 
Restricted units expected to vest  249,142   22.05   164,050   21.29         
Exercisable at December 31, 2017                  57,000  $18.14 
Exercisable at December 31, 2016                  74,875  $18.14 


 
Service-Based
Restricted Stock Awards
  
Performance-Based
Restricted Stock Awards
  
Stock-Settled
Appreciation Rights
 
  Shares or Units (#)  
Weighted-Average
Award Price($)
  Shares or Units(#)  
Weighted-Average
Award Price ($)
  Rights(#)  
Weighted-Average
Award Price($)
 
Outstanding at December 31, 2018  249,142   22.05   209,754   21.56   57,000   18.14 
Granted  137,768   20.24   113,522   20.29   0    
Awards vested or rights exercised  (133,364)  22.27   (57,351)  18.93   (49,500)  18.14 
Forfeited  (18,736)  21.25   (11,150)  21.43   0    
Units forfeited due to performance
  0      (39,966)  22.95   0    
Outstanding at December 31, 2019  234,810   20.93   214,809   21.38   7,500   18.14 
Granted  145,375   20.42   120,727   20.42   0    
Awards vested or rights exercised  (130,434)  20.69   (44,875)  22.12   (7,500)  18.14 
Forfeited  (10,470)  20.41   (273)  20.37   0    
Units forfeited due to performance
  0      (76,493)  20.29   0    
Outstanding at December 31, 2020  239,281   20.77   213,895   21.08   0    
Granted  120,221   33.29   93,685   32.83   0    
Awards vested or rights exercised  (130,323)  21.28   (56,578)  22.95   0    
Forfeited  (10,097)  25.85   0      0    
Additional units earned due to performance
  0      77,265   20.42   0    
Outstanding at December 31, 2021  219,082   27.10   328,267   23.96   0    
Restricted units expected to vest  219,082   27.10   387,516   25.36       
Exercisable at December 31, 2019              7,500   18.14 



The total fair value of service-based restricted stock awards that vested in 2018, 20172021, 2020 and 20162019 was approximately $2,594,000,  $3,294,000$6,069,000, $1,798,000 and $2,533,000,$2,491,000, respectively. The aggregate intrinsic value of outstanding restricted stock awards was $4,679,000$6,697,000 at December 31, 2018.2021. The restrictions on the service-based awards generally lapse or vest annually, primarily over three-year or four-year periods.



The total fair value of performance-based restricted stock awards that vested in 2018, 20172021, 2020 and 20162019 was approximately $988,000, $678,000,$2,046,000, $755,000 and $44,000,$1,389,000, respectively. The aggregate intrinsic value of outstanding performance awards at December 31, 20182021 expected to vest was $3,081,000.$11,846,000. The performance awards are based on one-year performance periods but cliff vest in approximately three years from grant date.


F-19



The fair value for stock-settled appreciation rights were estimated at the date of grant using a Black‑Scholes pricing model. The aggregate intrinsic value of vested and outstandingThere were no stock-settled appreciation rights outstanding at December 31, 2018 was approximately $36,000.2021 and 2020. The total intrinsic value of stock-settled appreciation rights exercised was approximately $284,000$18,000 in 2017.2020 and $107,000 in 2019.



The compensation for all awards is being charged to selling, general and administrative expense over the respective grants’ vesting periods, primarily on a straight-line basis, and was approximately $4,358,000, $3,818,000$8,213,000, $4,375,000 and $3,872,000$3,435,000 in 2018, 20172021, 2020 and 2016,2019, respectively. Forfeitures are recognized as they occur. The tax benefit(benefit) expense recognized related to all awards was approximately $1,090,000, $1,451,000$(1,011,000), $293,000 and $1,471,000$98,000 in 2018, 20172021, 2020 and 2016,2019, respectively. As of December 31, 2018,2021, the total compensation cost related to unvested equity awards was approximately $4,206,000$6,769,000 and is expected to be recognized over a weighted-average period of 2two years.
F-19


Note 13, Earnings Per Share:



The following is a reconciliation of the income (loss) and number of shares used in calculating the diluted earnings per share for Common Stock and Class A Common Stock (amounts in thousands except per share data):

Numerator: 2018  2017  2016 
Common:         
Distributed earnings $32,595  $10,473  $27,674 
Undistributed earnings  (4,741)  8,896   (1,869)
Basic  27,854   19,369   25,805 
Class A Common earnings  2,453   1,706   2,551 
Diluted $30,307  $21,075  $28,356 
Class A Common:            
Distributed earnings $2,869  $919  $2,735 
Undistributed earnings  (416)  787   (184)
  $2,453  $1,706  $2,551 


Denominator: 2018  2017  2016 
Common:         
Weighted average shares outstanding - basic  19,182   19,381   19,492 
Assumed conversion of Class A Common Stock  1,765   1,801   2,014 
Dilutive options, awards and common stock equivalents  348   417   341 
Total weighted average diluted Common Stock  21,295   21,599   21,847 
Class A Common:            
Weighted average shares outstanding  1,765   1,801   2,014 
             
Basic net earnings per share            
Common Stock $1.45  $1.00  $1.32 
Class A Common Stock $1.39  $0.95  $1.27 
Diluted net earnings per share            
Common Stock $1.42  $0.98  $1.30 
Class A Common Stock $1.39  $0.94  $1.27 



Numerator: 2021  2020  2019 
Common:         
Distributed earnings $48,837  $46,564  $13,913 
Undistributed earnings  35,653   7,954   6,284

Basic  84,490   54,518   20,197 
Class A Common earnings  6,313   4,630   1,668 
Diluted $90,803  $59,148  $21,865 
Class A Common:            
Distributed earnings $3,609  $3,957  $1,143 
Undistributed earnings  2,704   673   525

  $6,313  $4,630  $1,668 
Note 14, Commitments:

Denominator: 2021  2020  2019 
Common:         
Weighted average shares outstanding - basic  16,710   17,128   18,360 
Assumed conversion of Class A Common Stock  1,330   1,522   1,611 
Dilutive awards and common stock equivalents  503   282   290 
Total weighted average diluted Common Stock  18,543   18,932   20,261 
Class A Common:            
Weighted average shares outstanding  1,330   1,522   1,611 
             
Basic net earnings per share            
Common Stock $5.06  $3.18  $1.10 
Class A Common Stock $4.75  $3.04  $1.04 
Diluted net earnings per share            
Common Stock $4.90  $3.12  $1.08 
Class A Common Stock $4.69  $3.04  $1.03 
We lease certain property and equipment under operating leases. Initial lease terms range from 5 years to 30 years and certain leases contain renewal options ranging from one to 25 years or provide for options to purchase the related property at fair market value or at predetermined purchase prices. The leases generally require us to pay all maintenance, property taxes and insurance costs.

F-20
F-20

The following schedule outlines the future minimum lease payments and rentals under operating leases:


(In thousands)
 Operating Leases 
2019 $29,912 
2020  28,123 
2021  25,923 
2022  20,484 
2023  14,740 
Subsequent to 2023  48,941 
Total minimum lease payments $168,123 

Step rent and other lease concessions (free rent periods) are taken into account in computing lease expense on a straight-line basis. Landlord allowances for capital improvements have not been significant but are recorded as a reduction of expense over the term of the lease. Net rental expense applicable to operating leases consisted of the following for the years ended December 31:

(In thousands) 2018  2015  2016 
Property         
Minimum $27,124  $27,543  $26,594 
Additional rentals based on sales  22   21   4 
Sublease income  (130)  (90)  (58)
   27,016   27,474   26,540 
Equipment  3,029   3,084   3,031 
  $30,045  $30,558  $29,571 


Note 15, Supplemental Cash Flow Information:

(In thousands) 2018  2017  2016 
Cash paid for income taxes  8,426   18,763  $26,574 
Income tax refunds received  17   9   100 
Cash paid for interest  2,425   2,486   2,540 
Noncash financing and investing activity:            
Fixed assets acquired (adjusted) related to capital lease and financing obligations     1,009   3,890 
Increase in financing obligations     2,598   5,474 
F-21

Note 16,14, Selected Quarterly Financial Data (Unaudited):



The following is a summary of the unaudited quarterly results of operations for the years ended December 31, 20182021 and 20172020 (in thousands, except per share data):

  2018 Quarter Ended 
  March 31  June 30  September 30  December 31 
Net sales $199,442  $198,775  $210,547  $208,968 
Gross profit  108,907   107,797   115,372   114,466 
Income before taxes  8,457   8,410   11,204   12,338 
Net income  6,313   6,214   8,352   9,429 
Basic net earnings per share:                
Common  0.30   0.30   0.40   0.46 
Class A Common  0.28   0.28   0.38   0.44 
Diluted net earnings per share:                
Common  0.29   0.29   0.39   0.45 
Class A Common  0.28   0.28   0.38   0.45 


  2017 Quarter Ended 
  March 31  June 30  September 30  December 31 
Net sales $200,427  $196,829  $207,647  $214,962 
Gross profit  109,596   107,119   112,015   116,193 
Income before taxes  9,740   9,694   9,719   14,070 
Net income  5,986   6,185   5,983   2,921 
Basic net earnings per share:                
Common  0.28   0.29   0.28   0.14 
Class A Common  0.27   0.28   0.27   0.13 
Diluted net earnings per share:                
Common  0.28   0.29   0.28   0.13 
Class A Common  0.27   0.27   0.27   0.13 


The fourth

 2021 Quarter Ended 
  March 31  June 30  September 30  December 31 
Net sales $236,491  $249,989  $260,378  $265,940 
Gross profit  135,034   141,501   148,003   150,087 
Income before taxes  25,364   29,169   31,903   32,099 
Net income  19,406   22,858   24,233   24,306 
Basic net earnings per share:                
Common  1.07   1.25   1.35   1.39 
Class A Common  1.00   1.18   1.28   1.31 
Diluted net earnings per share:                
Common  1.04   1.21   1.31   1.35 
Class A Common  0.98   1.16   1.25   1.33 


 2020 Quarter Ended 
  March 31  June 30  September 30  December 31 
Net sales $179,432  $109,968  $217,513  $241,339 
Gross profit  99,553   59,646   122,177   137,619 
Income before taxes  2,300   18,625   24,532   31,274 
Net income  1,819   13,640   18,261   25,428 
Basic net earnings per share:                
Common  0.10   0.73   0.98   1.40 
Class A Common  0.09   0.69   0.94   1.33 
Diluted net earnings per share:                
Common  0.09   0.72   0.97   1.37 
Class A Common  0.09   0.69   0.93   1.35 


During the quarter ended December 31, 2020, we recognized the benefit of 2017 includes $1.9 million of otherstate income primarily from gains on insurance recoveries of $1.3 million. The fourth quarter also includes additionaltax credits that reduced income tax expense of $5.9 million due to the Tax Act.by $1.2 million.




Because of rounding the amounts will not necessarily add to the totals computed for the year. Also because of rounding and the use of the two-class method in calculating per share data, the quarterly per share data will not necessarily add to the annual totals.



F-22
F-21


Schedule II – Valuation and Qualifying Accounts
Haverty Furniture Companies, Inc.


Column A Column B  Column C  Column D  Column E 
 
 
 
(In thousands)
 
Balance at
beginning of
period
  
Additions
charged to costs
and expenses
  
Deductions
Describe (1)(2)(3)
  
Balance at
end of period
 
Year ended December 31, 2018:            
Allowance for doubtful accounts $270  $163  $258  $175 
Refund on estimated returns and allowances $2,072  $11,548  $11,670  $1,950 
                 
Year ended December 31, 2017:                
Allowance for doubtful accounts $360  $314  $404  $270 
Reserve for cancelled sales and allowances $1,772  $11,601  $11,909  $1,464 
                 
Year ended December 31, 2016:                
Allowance for doubtful accounts $395  $418  $453  $360 
Reserve for cancelled sales and allowances $1,659  $11,402  $11,289  $1,772 



Column A Column B  Column C  Column D  Column E 
(In thousands) 
Balance at
beginning of
period
  

Additions
charged to costs
and expenses
  
Deductions
Describe (1)(2)
  
Balance at
end of period
 
Year ended December 31, 2021:            
Refund on estimated returns and allowances $2,378  $25,563  $25,494  $2,447 
                 
Year ended December 31, 2020:                
Refund on estimated returns and allowances $2,023  $17,094  $16,739  $2,378 
                 
Year ended December 31, 2019:                
Reserve for cancelled sales and allowances $1,950  $18,748  $18,675  $2,023 

(1)Allowance for doubtful accounts: uncollectible accounts written off, net of recoveries.
(2)Reserve for cancelled sales and allowances: impact of sales cancelled after delivery plus amount of allowance given to customers.
(3)(2)
Refund on estimated returns and allowances: impact of sales cancelled after delivery plus amount of allowance given to customers.




F-23
F-22


SIGNATURES


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, on March 1, 2022.

HAVERTY FURNITURE COMPANIES, INC.
By:/s/ CLARENCE H. SMITH
Clarence H. Smith
Chairman of the Board and
Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and in the capacities indicated, on March 1, 2022.

/s/ CLARENCE H. SMITH/s/ RICHARD B. HARE
Clarence H. Smith
Chairman of the Board and
Chief Executive Officer
(principal executive officer)
Richard B. Hare
Executive Vice President and
Chief Financial Officer
(principal financial and accounting officer)

/s/ L. ALLISON DUKES/s/ VICKI R. PALMER
L. Allison Dukes
Director
Vicki R. Palmer
Director
/s/ RAWSON HAVERTY, JR./s/ DEREK G. SCHILLER
Rawson Haverty, Jr.
Director
Derek G. Schiller
Director
/s/ G. THOMAS HOUGH/s/ AL TRUJILLO
G. Thomas Hough
Lead Director
Al Trujillo
Director
/s/ MYLLE H. MANGUM
Mylle H. Mangum
Director


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