UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 17, 2020
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HAVERTY FURNITURE COMPANIES, INC.
(Exact name of registrant as specified in its charter)
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Maryland
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1-14445
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58-0281900
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(State or other jurisdiction of incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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780 Johnson Ferry Road, Suite 800,
Atlanta, Georgia 30342
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(Address of principal executive officers) ( Zip Code)
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Telephone number, including area code: (404) 443-2900
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see
General Instruction A.2. below):
□ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
□ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17CFR240.14a-12)
□ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR240.14d-2(b))
□ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock
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HVT
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NYSE
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Class A Common Stock
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HVTA
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NYSE
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
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. □
EXPLANATORY NOTE
This Form 8-K/A (this “Amendment”) amends the Current Report on Form 8-K of Haverty Furniture Companies, Inc. filed with the Securities and Exchange Commission on March 23,
2020 (the “Original Filing”), and is being filed in order to amend Item 2.03 of the Original Filing to correct the misspelling of the lender, Truist Bank and related reference.
Although no changes have been made to the Original Filing other than to amend the information set forth above, the Original Filing is being amended and restated in its entirety.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
Drawdown of Secured Revolving Credit Facility
As previously disclosed, Haverty Furniture Companies, Inc. (the “Company”) has an Amended and Restated Credit Agreement, dated as of September 27, 2019 (the "Credit
Agreement"), among the Company, the borrowing subsidiary party, the lenders party thereto and Truist Bank (as successor by merger to SunTrust Bank), as administrative agent and issuing bank. The Credit Agreement provides for a revolving credit
facility of $60.0 million (the “Revolving Credit Facility”), and is secured by inventory, accounts receivable, cash and certain other personal property. Availability fluctuates under a borrowing base calculation and is reduced by outstanding letters
of credit. The material terms of the Credit Agreement are described under "Note 6, Credit Arrangement" in the notes to financial statements in our Annual Report on Form 10-K for the year December 31, 2019.
The Company has not had any amounts outstanding under the Credit Agreement or its predecessor agreements, originating in 2008. The Company provided notice to the
administrative agent on March 17, 2020 to borrow $25.0 million and on March 20, 2020 to borrow $18.8 million under the Revolving Credit Facility. The Company may repay amounts borrowed at any time without penalty. As a result of the borrowings
described, there is currently a $10.5 million unused borrowing capacity under the Revolving Credit Facility.
The interest rate on the outstanding balance from time to time of the Revolving Credit Facility is based upon, at the Company’s option, either: (i) the Eurodollar rate or (ii)
the base rate, in each case, plus an applicable margin. Such applicable margin is a percentage per annum of 1.50% for average availability less than $30.0 million or 1.25% for average availability greater or equal to $30.0 million. The current interest
rate for borrowings under the Revolving Credit Facility is the three-month Eurodollar LIBOR rate plus 1.50%.
The Company initiated its borrowings under the Revolving Credit Facility as a precautionary measure in order to increase its cash position and preserve financial flexibility
considering current uncertainty in the global markets resulting from the COVID-19 outbreak. The proceeds from the Revolving Credit Facility borrowings are currently being held on the Company’s balance sheet. In accordance with the terms of the Credit
Agreement, the proceeds from the Revolving Credit Facility borrowings may in the future be used for working capital, general corporate or other purposes permitted by the Credit Agreement.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
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HAVERTY FURNITURE COMPANIES, INC.
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March 24, 2020
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By:
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Jenny Hill Parker
Senior Vice President, Finance and
Corporate Secretary
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