☐
☐			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: 1-14445

HAVERTY FURNITURE COMPANIES, INC.

(Exact name of registrant as specified in its charter)

~~Maryland~~	~~58-0281900~~
Maryland		58-0281900
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)
780 Johnson Ferry Road, Suite 800 Atlanta, Georgia			30342
(Address of principal executive offices)			(Zip Code)
(404) 443-2900
(Registrant’s telephone number, including area code)

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	HVT	NYSE
Class A Common Stock	HVTA	NYSE

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ⌧x No ◻o

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 such files). Yes ⌧x No ◻o

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” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐x

Accelerated filer

☒o

Non-accelerated filer

☐o

Smaller reporting company

☐o

Emerging growth company

☐o

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. ◻o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ⌧x

The numbers of shares outstanding of the registrant’s two classes of $1 par value common stock as of ~~October 28, 2021,~~November 1, 2022, were: Common Stock – ~~16,532,392~~;14,864,273; Class A Common Stock – 1,283,260.

~~1,287,142~~.

HAVERTY FURNITURE COMPANIES, INC.

INDEX

	~~Page No.~~
			Page No.

PART I.		FINANCIAL INFORMATION

		Item 1. Financial Statements

		Condensed Consolidated Balance Sheets – – September 30, ~~2021~~2022 (unaudited) and December 31, ~~2020~~2021	1

		Condensed Consolidated Statements of Comprehensive Income – – Three and Nine Months Ended September 30, ~~2021~~2022 and ~~2020~~2021 (unaudited)	2

		Condensed Consolidated Statements of Cash Flows – – Nine Months Ended September 30, ~~2021~~2022 and ~~2020~~2021 (unaudited)	3

		Notes to Condensed Consolidated Financial Statements (unaudited)	4

		Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	12 11

		Item 3. Quantitative and Qualitative Disclosures about Market Risk	17 14

		Item 4. Controls and Procedures	17 14

PART II.		OTHER INFORMATION

		Item 1. Legal Proceedings	18 15

		Item 1A. Risk Factors	18 15

		Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	1815

		Item 6. Exhibits	1916

INDEX

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

HAVERTY FURNITURE COMPANIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)
September 30,
2021

December 31,
2020

(Unaudited)
Assets
Current assets
Cash and cash equivalents $ 225,674 $ 200,058
Restricted cash and cash equivalents 6,716 6,713
Inventories 118,961 89,908
Prepaid expenses 13,729 9,580
Other current assets 13,441 9,985
Total current assets 378,521 316,244

Property and equipment, net 124,795 108,366
Right-of-use lease assets 229,975 228,749
Deferred income taxes 18,120 15,814
Other assets 12,349 11,199
Total assets $ 763,760 $ 680,372
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable $ 34,663 $ 31,429
Customer deposits 120,149 86,183
Accrued liabilities 56,880 52,963
Current lease liabilities 34,108 33,466
Total current liabilities 245,800 204,041
Noncurrent lease liabilities 203,935 200,200
Other liabilities 22,484 23,164
Total liabilities 472,219 427,405

Stockholders’ equity
Capital Stock, par value $1 per share

Preferred Stock, Authorized – 1,000 shares; Issued: NaN
0 0
Common Stock, Authorized – 50,000 shares; Issued: 2021 – 29,906; 2020 – 29,600
29,906 29,600
Convertible Class A Common Stock, Authorized – 15,000 shares; Issued: 2021 – 1,810; 2020 – 1,996
1,810 1,996
Additional paid-in capital 100,816 96,850
Retained earnings 358,113 304,626
Accumulated other comprehensive loss (2,412 ) (2,560 )
Less treasury stock at cost – Common Stock (2021 – 13,374; and 2020 – 12,862 shares) and Convertible Class A Common Stock (2021 and 2020 – 522 shares)
(196,692 ) (177,545 )
Total stockholders’ equity 291,541 252,967
Total liabilities and stockholders’ equity $ 763,760 $ 680,372


(In thousands)	September 30, 2022		December 31, 2021
	(Unaudited)
Assets
Current assets
Cash and cash equivalents	$	137,226	$	166,146
Restricted cash and cash equivalents	6,753		6,716
Inventories	137,315		112,031
Prepaid expenses	11,992		12,418
Other current assets	16,801		11,746
Total current assets	310,087		309,057
Property and equipment, net	135,300		126,099
Right-of-use lease assets	217,848		222,356
Deferred income taxes	17,834		16,375
Other assets	11,877		12,403
Total assets	$	692,946	$	686,290
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable	$	24,932	$	31,235
Customer deposits	79,746		98,897
Accrued liabilities	53,366		46,664
Current lease liabilities	34,702		33,581
Total current liabilities	192,746		210,377
Noncurrent lease liabilities	196,799		196,771
Other liabilities	19,792		23,172
Total liabilities	409,337		430,320

Stockholders’ equity
Capital Stock, par value $1 per share
Preferred Stock, Authorized – 1,000 shares; Issued: None
Common Stock, Authorized – 50,000 shares; Issued: 2022 – 30,006; 2021 – 29,907	30,006		29,907
Convertible Class A Common Stock, Authorized – 15,000 shares; Issued: 2022 – 1,806; 2021 – 1,809	1,806		1,809
Additional paid-in capital	107,510		102,572
Retained earnings	395,237		342,983
Accumulated other comprehensive loss	(2,171)		(2,293)
Less treasury stock at cost – Common Stock (2022 – 15,142 and 2021 – 14,069 shares) and Convertible Class A Common Stock (2022 and 2021 – 522 shares)	(248,779)		(219,008)
Total stockholders’ equity	283,609		255,970
Total liabilities and stockholders’ equity	$	692,946	$	686,290

See notes to these condensed consolidated financial statements.

INDEX

HAVERTY FURNITURE COMPANIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Three Months Ended
September 30,

Nine Months Ended
September 30,

(In thousands, except per share data - unaudited) 2021 2020 2021 2020

Net sales $ 260,378 $ 217,513 $ 746,858 $ 506,913
Cost of goods sold 112,375 95,336 322,320 225,537
Gross profit 148,003 122,177 424,538 281,376

Expenses:
Selling, general and administrative 116,156 100,097 338,315 270,281
Other expense (income), net 2 (2,401 ) (40 ) (34,298 )
Total expenses 116,158 97,696 338,275 235,983

Income before interest and income taxes 31,845 24,481 86,263 45,393
Interest income, net 58 51 173 64

Income before income taxes 31,903 24,532 86,436 45,457
Income tax expense 7,670 6,271 19,939 11,737
Net income $ 24,233 $ 18,261 $ 66,497 $ 33,720

Other comprehensive income
Adjustments related to retirement plans; net of tax expense of $16 and $48 in 2021 and $10 and $30 in 2020
$ 50 $ 30 $ 148 $ 90

Comprehensive income $ 24,283 $ 18,291 $ 66,645 $ 33,810

Basic earnings per share:
Common Stock $ 1.35 $ 0.98 $ 3.67 $ 1.80
Class A Common Stock $ 1.28 $ 0.94 $ 3.45 $ 1.71

Diluted earnings per share:
Common Stock $ 1.31 $ 0.97 $ 3.55 $ 1.77
Class A Common Stock $ 1.25 $ 0.93 $ 3.38 $ 1.70

Cash dividends per share:
Common Stock $ 0.25 $ 0.20 $ 0.72 $ 0.55
Class A Common Stock $ 0.23 $ 0.19 $ 0.65 $ 0.52


(In thousands, except per share data - unaudited)	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021

Net sales	$	274,495	$	260,378	$	766,658	$	746,858
Cost of goods sold	117,775		112,375		322,368		322,320
Gross profit	156,720		148,003		444,290		424,538

Expenses:
Selling, general and administrative	124,534		116,156		357,816		338,315
Other expense (income), net	58		2		176		(40)
Total expenses	124,592		116,158		357,992		338,275

Income before interest and income taxes	32,128		31,845		86,298		86,263
Interest income, net	481		58		699		173

Income before income taxes	32,609		31,903		86,997		86,436
Income tax expense	8,058		7,670		21,377		19,939
Net income	$	24,551	$	24,233	$	65,620	$	66,497

Other comprehensive income
Adjustments related to retirement plans; net of tax expense of $14 and $41 in 2022 and $16 and $48 in 2021	$	41	$	50	$	122	$	148

Comprehensive income	$	24,592	$	24,283	$	65,742	$	66,645

Basic earnings per share:
Common Stock	$	1.51	$	1.35	$	3.96	$	3.67
Class A Common Stock	$	1.43	$	1.28	$	3.75	$	3.45

Diluted earnings per share:
Common Stock	$	1.46	$	1.31	$	3.83	$	3.55
Class A Common Stock	$	1.40	$	1.25	$	3.66	$	3.38

Cash dividends per share:
Common Stock	$	0.28	$	0.25	$	0.81	$	0.72
Class A Common Stock	$	0.26	$	0.23	$	0.75	$	0.65

See notes to these condensed consolidated financial statements.

INDEX

HAVERTY FURNITURE COMPANIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands - unaudited)
Nine Months Ended
September 30,

2021 2020
Cash Flows from Operating Activities:
Net income $ 66,497 $ 33,720
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 12,099 13,959
Share-based compensation expense 6,456 3,362
Gain from sale of land, property and equipment (74 ) (34,202 )
Other (1,484 ) 1,259
Changes in operating assets and liabilities:
Inventories (29,053 ) 13,873
Customer deposits 33,966 58,287
Operating lease assets and liabilities, net 3,151 1,156
Other assets and liabilities (9,239 ) (4,997 )
Accounts payable and accrued liabilities 6,679 13,404
Net cash provided by operating activities 88,998 99,821

Cash Flows from Investing Activities:
Capital expenditures (28,060 ) (7,205 )
Proceeds from sale of land, property and equipment 78 74,399
Net cash (used in) provided by investing activities (27,982 ) 67,194

Cash Flows from Financing Activities:
Proceeds from borrowings under revolving credit facility 0 43,800
Payments of borrowings under revolving credit facility 0 (43,800 )
Net change in borrowings under revolving credit facility 0 0

Dividends paid (13,010 ) (10,271 )
Common stock repurchased (19,493 ) (19,708 )
Other (2,894 ) (876 )
Net cash used in financing activities (35,397 ) (30,855 )

Increase in cash, cash equivalents and restricted cash equivalents during the period 25,619 136,160
Cash, cash equivalents and restricted cash equivalents at beginning of period 206,771 82,402
Cash, cash equivalents and restricted cash equivalents at end of period $ 232,390 $ 218,562


(In thousands - unaudited)	Nine Months Ended September 30,
	2022		2021
Cash Flows from Operating Activities:
Net income	$	65,620	$	66,497
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	12,744		12,099
Share-based compensation expense	6,032		6,456
Other	(450)		(1,558)
Changes in operating assets and liabilities:
Inventories	(25,284)		(29,053)
Customer deposits	(19,151)		33,966
Other assets and liabilities	(7,318)		(6,088)
Accounts payable and accrued liabilities	6,007		6,679
Net cash provided by operating activities	38,200		88,998

Cash Flows from Investing Activities:
Capital expenditures	(22,109)		(28,060)
Proceeds from sale of land, property and equipment	66		78
Net cash used in investing activities	(22,043)		(27,982)

Cash Flows from Financing Activities:




Dividends paid	(13,366)		(13,010)
Common stock repurchased	(29,998)		(19,493)
Other	(1,676)		(2,894)
Net cash used in financing activities	(45,040)		(35,397)

(Decrease) increase in cash, cash equivalents and restricted cash equivalents during the period	(28,883)		25,619
Cash, cash equivalents and restricted cash equivalents at beginning of period	172,862		206,771
Cash, cash equivalents and restricted cash equivalents at end of period	$	143,979	$	232,390

See notes to these condensed consolidated financial statements.

INDEX

HAVERTY FURNITURE COMPANIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

NOTE A –- Business and Basis of Presentation

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

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

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

Note B – COVID-19 and Economic Conditions

~~In December 2019, a~~The novel ~~strain~~coronavirus disease (“COVID-19”) pandemic, its contributory effects on the economy and general economic conditions continue to impact our business and results of ~~coronavirus, subsequently named~~operations. During the nine months ended September 30, 2022, we experienced, among other things, rising product prices, volatile transportation costs, rising labor costs and labor shortages, and supply chain disruptions. Furthermore, discretionary consumer spending has been adversely impacted by rising inflation, including fuel costs, and interest rates. Many of these factors impacted our business in the third quarter of 2022. The extent and duration of any future impact resulting from the COVID-19 ~~emerged from China and spread worldwide. The World Health Organization declared COVID-19 a~~ pandemic and a national health emergency was declared by the United States beginning on March 1, 2020. In response, many states and local governments began a series of restrictions on public gatherings, retail store closures, stay at home orders and advisories and quarantining of people who may have been exposed to the virus. In an effort to mitigate the spread of COVID-19 and protect our team members, customers, and communities, Havertys closed all of its stores and halted deliveries in mid-March 2020, with the expectation at that time of reopening stores on April 2, 2020. Our stores remained closed during Aprilor general economic conditions is not fully known, and we ~~reopened 103 locations on May 1, 2020~~may experience additional significant economic and COVID-19 related disruptions in the ~~remaining 17 stores were reopened by June 20, 2020. We restarted our delivery operations on May 5, 2020.~~future as a result.

The pandemic continues to disrupt several segments of the economy. Although we and many other businesses are open, some businesses and industries have only recently reopened or are operating on a reduced scale. Our business has been very strong since reopening. Consumers not negatively impacted financially are spending more money on furniture and accessories as they spend more time at home. However, many manufacturers are struggling to meet the increased consumer demand, resulting in product shortages and delays in a number of merchandise categories. In addition to experiencing supply chain disruptions and delays we have encountered difficulties in increasing our distribution and delivery capacity due to staffing shortages.

The COVID-19 pandemic is complex and continues to evolve with sporadic resurgences, new shutdowns and disruptions of vendor operations, new virus variants, and the vaccine rollout. At this point, we cannot reasonably estimate the duration and extent of the pandemic’s influence on consumers, the “nesting” economy, and our business. Accordingly, our estimates and assumptions 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).

INDEX

~~HAVERTY FURNITURE COMPANIES, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~ ~~(Unaudited)~~

NOTE C – Stockholders’ Equity

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

For the three months ended September 30, 2022:


(in thousands)	Common Stock		Class A Common Stock		Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Treasury Stock		Total
Balances at June 30, 2022	$	30,006	$	1,806	$	105,674	$	375,234	$	(2,212)	$	(243,782)	$	266,726
Net income							24,551						24,551
Dividends declared:
Common Stock, $0.28 per share							(4,214)						(4,214)
Class A Common Stock, $0.26 per share							(334)						(334)

Acquisition of treasury stock											(4,997)		(4,997)

Amortization of restricted stock					1,836								1,836

Other comprehensive income									41				41
Balances at September 30, 2022	$	30,006	$	1,806	$	107,510	$	395,237	$	(2,171)	$	(248,779)	$	283,609

For the nine months ended September 30, 2022:


(in thousands)	Common Stock		Class A Common Stock		Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Treasury Stock		Total
Balances at December 31, 2021	$	29,907	$	1,809	$	102,572	$	342,983	$	(2,293)	$	(219,008)	$	255,970
Net income							65,620						65,620
Dividends declared:
Common Stock, $0.81 per share							(12,403)						(12,403)
Class A Common Stock, $0.75 per share							(963)						(963)
Class A conversion	3		(3)										—
Acquisition of treasury stock											(29,998)		(29,998)
Restricted stock issuances	96				(1,778)								(1,682)
Amortization of restricted stock					6,032								6,032
Directors' Compensation Plan					684						227		911
Other comprehensive income									122				122
Balances at September 30, 2022	$	30,006	$	1,806	$	107,510	$	395,237	$	(2,171)	$	(248,779)	$	283,609

INDEX

For the three months ended September 30, 2021:

(in thousands) Common Stock
Class A
Common Stock

Additional
Paid-In Capital

Retained
Earnings

Accumulated Other
Comprehensive Loss

Treasury
Stock
Total
Balances at June 30, 2021 $ 29,903 $ 1,813 $ 99,016 $ 338,341 $ (2,462 ) $ (177,199 ) $ 289,412
Net income 24,233 24,233
Dividends declared:
Common Stock, $0.25 per share (4,164 ) (4,164 )
Class A Common Stock, $0.23 per share (297 ) (297 )
Class A conversion 3 (3 ) 0
Acquisition of treasury stock (19,493 ) (19,493 )
Amortization of restricted stock 1,800 1,800
Other comprehensive income 50 50
Balances at September 30, 2021 $ 29,906 $ 1,810 $ 100,816 $ 358,113 $ (2,412 ) $ (196,692 ) $ 291,541


(in thousands)	Common Stock		Class A Common Stock		Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Treasury Stock		Total
Balances at June 30, 2021	$	29,903	$	1,813	$	99,016	$	338,341	$	(2,462)	$	(177,199)	$	289,412
Net income							24,233						24,233
Dividends declared:
Common Stock, $0.25 per share							(4,164)						(4,164)
Class A Common Stock, $0.23 per share							(297)						(297)
Class A conversion	3		(3)										—
Acquisition of treasury stock											(19,493)		(19,493)

Amortization of restricted stock					1,800								1,800

Other comprehensive income									50				50
Balances at September 30, 2021	$	29,906	$	1,810	$	100,816	$	358,113	$	(2,412)	$	(196,692)	$	291,541

For the nine months ended September 30, 2021:


(in thousands)	Common Stock		Class A Common Stock		Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Treasury Stock		Total
Balances at December 31, 2020	$	29,600	$	1,996	$	96,850	$	304,626	$	(2,560)	$	(177,545)	$	252,967
Net income							66,497						66,497
Dividends declared:
Common Stock, $0.72 per share							(12,142)						(12,142)
Class A Common Stock, $0.65 per share							(868)						(868)
Class A conversion	186		(186)										—
Acquisition of treasury stock											(19,493)		(19,493)
Restricted stock issuances	120				(3,014)								(2,894)
Amortization of restricted stock					6,456								6,456
Directors' Compensation Plan					524						346		870
Other comprehensive income									148				148
Balances at September 30, 2021	$	29,906	$	1,810	$	100,816	$	358,113	$	(2,412)	$	(196,692)	$	291,541

(in thousands) Common Stock
Class A
Common Stock

Additional
Paid-In Capital

Retained
Earnings

Accumulated Other
Comprehensive Loss

Treasury
Stock
Total
Balances at December 31, 2020 $ 29,600 $ 1,996 $ 96,850 $ 304,626 $ (2,560 ) $ (177,545 ) $ 252,967
Net income 66,497 66,497
Dividends declared:
Common Stock, $0.72 per share (12,142 ) (12,142 )
Class A Common Stock, $0.65 per share (868 ) (868 )
Class A conversion 186 (186 ) 0
Acquisition of treasury stock (19,493 ) (19,493 )
Restricted stock issuances 120 (3,014 ) (2,894 )
Amortization of restricted stock 6,456 6,456
Directors’ Compensation Plan 524 346 870
Other comprehensive income 148 148
Balances at September 30, 2021 $ 29,906 $ 1,810 $ 100,816 $ 358,113 $ (2,412 ) $ (196,692 ) $ 291,541

INDEX

~~HAVERTY FURNITURE COMPANIES, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~ ~~(Unaudited)~~

NOTE I – Income Taxes

Our effective tax rate for the nine months ended September 30, 2022 and 2021 was 24.6% and ~~2020 was~~ 23.1% ~~and 25.8%~~, respectively. The primary difference in the effective rate and the statutory rate was due to state income taxes and the ~~tax~~ impact from vested stock awards.

INDEX

~~HAVERTY FURNITURE COMPANIES, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~ ~~(Unaudited)~~

NOTE J – Stock Based Compensation ~~Plan~~

Plans

As more fully discussed in Note 12 of the notes to the consolidated financial statements in our ~~2020~~2021 Annual Report on Form 10-K, we have awards outstanding for Common Stock under stock-based employee compensation plans.

Our shareholders approved a new stock-based compensation plan, the 2021 Long-Term Incentive Plan (the “2021 LTIP Plan”) and the 1,500,000 shares reserved for issuance under the 2021 LTIP Plan were registered with the SEC in August 2021. The 2021 LTIP Plan is substantially the same as our 2014 Long-Term Incentive Plan (the “2014 LTIP Plan”). No new grants may be awarded under the 2014 LTIP Plan.

The following table summarizes our award activity during the nine months ended September 30, ~~2021:~~2022:


	Service-Based Restricted Stock Awards			Performance-Based Restricted Stock Awards
	Shares or Units (#)	Weighted-Average Award Price ($)		Shares or Units (#)	Weighted-Average Award Price ($)
Outstanding at December 31, 2021	219,082	$	27.10	328,267	$	23.96
Granted/Issued	153,681	28.86		103,104	28.86
Awards vested or rights exercised(1)	(122,080)	27.12		(34,940)	20.28
Forfeited	(3,900)	31.86		—	—
Additional units earned due to performance	—	—		59,249	31.39
Outstanding at September 30, 2022	246,783	$	28.10	455,680	$	26.54
Restricted units expected to vest	246,783	$	28.10	455,680	$	26.54

Service-Based
Restricted Stock Awards

Performance-Based
Restricted Stock Awards

Shares or Units (#)
Weighted-Average
Award Price ($)
Shares or Units (#)
Weighted-Average
Award Price ($)

Outstanding at December 31, 2020
239,281 20.77 213,895 21.08
Granted/Issued 119,921 33.29 93,685 32.83
Awards vested or rights exercised⁽¹⁾
(130,323 ) 21.28 (56,578 ) 22.95
Forfeited (5,621 ) 24.74 0 0
Additional units earned due to performance — — 77,265 20.42
Outstanding at September 30, 2021
223,258 27.10 328,267 23.96
Restricted units expected to vest 223,258 27.10 387,512 25.36

~~(1)~~
(1)			Includes shares repurchased from employees for employee’s tax liability.

The total fair value of service-based restricted stock awards that vested during the nine months ended September 30, ~~2021~~2022 was ~~$6.1~~approximately $3.3 million. The aggregate intrinsic value of outstanding service-based restricted stock awards was ~~$7.5~~approximately $6.1 million at September 30, ~~2021.~~2022. The restrictions on the service-based awards generally lapse or vest annually, primarily over ~~four-year~~one-year and three-year periods.

The total fair value of performance-based restricted stock awards that vested during the nine months ended September 30, ~~2021~~2022 was ~~$2.0~~approximately $1.0 million. The aggregate intrinsic value of outstanding performance awards at September 30, ~~2021~~2022 expected to vest was ~~$13.1~~approximately $11.3 million. The performance awards are based on one-year performance periods but cliff vest in approximately three years from grant date.

The compensation for all awards is charged to selling, general and administrative ~~expense~~expenses over the respective grants’ vesting periods, primarily on a straight-line basis. The amount charged was approximately $6.0 million and $6.5 million for the nine months ended September 30, 2022 and 2021, ~~and $3.4 million for the same period in 2020.~~respectively. Forfeitures are recognized as they occur. As of September 30, ~~2021,~~2022, the total compensation cost related to unvested equity awards was approximately ~~$8.6~~$8.0 million and is expected to be recognized over a weighted-average period of two years.

INDEX

~~HAVERTY FURNITURE COMPANIES, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~ ~~(Unaudited)~~

NOTE K – 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~~the contractual ~~rights.~~

rights of the classes.

The Common Stock of the Company has a preferential dividend rate of at least 105% of the dividend paid on the Class A Common Stock. The Class A Common Stock, which has 10ten votes per share as opposed to 1one vote per share for the Common Stock (on all matters other than the election of directors), may be converted at any time on a one-for-one basis into Common Stock at the option of the holder of the Class A Common Stock.

Three Months Ended
September 30,

Nine Months Ended
September 30,

2021 2020 2021 2020
Numerator:
Common:
Distributed earnings $ 4,164 $ 3,423 $ 12,142 $ 9,475
Undistributed earnings 18,424 13,408 49,713 21,624
Basic 22,588 16,831 61,855 31,099
Class A Common earnings 1,645 1,430 4,642 2,621
Diluted $ 24,233 $ 18,261 $ 66,497 $ 33,720

Class A Common:
Distributed earnings $ 297 $ 290 $ 868 $ 796
Undistributed earnings 1,348 1,140 3,774 1,825
$ 1,645 $ 1,430 $ 4,642 $ 2,621
Denominator:
Common:
Weighted average shares outstanding - basic 16,794 17,098 16,862 17,267
Assumed conversion of Class A Common Stock 1,290 1,526 1,344 1,530
Dilutive options, awards and common stock equivalents 478 240 506 241

Total weighted-average diluted Common Stock 18,562 18,864 18,712 19,038

Class A Common:
Weighted average shares outstanding 1,290 1,526 1,344 1,530

Basic earnings per share:
Common Stock $ 1.35 $ 0.98 $ 3.67 $ 1.80
Class A Common Stock $ 1.28 $ 0.94 $ 3.45 $ 1.71

Diluted earnings per share:
Common Stock $ 1.31 $ 0.97 $ 3.55 $ 1.77
Class A Common Stock $ 1.25 $ 0.93 $ 3.38 $ 1.70


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Numerator:
Common:
Distributed earnings	$	4,214	$	4,164	$	12,403	$	12,142
Undistributed earnings	18,498		18,424		48,398		49,713
Basic	22,712		22,588		60,801		61,855
Class A Common earnings	1,839		1,645		4,819		4,642
Diluted	$	24,551	$	24,233	$	65,620	$	66,497

Class A Common:
Distributed earnings	$	334	$	297	$	963	$	868
Undistributed earnings	1,505		1,348		3,856		3,774
	$	1,839	$	1,645	$	4,819	$	4,642
Denominator:
Common:
Weighted average shares outstanding - basic	15,015		16,794		15,347		16,862
Assumed conversion of Class A Common Stock	1,283		1,290		1,284		1,344
Dilutive options, awards and common stock equivalents	518		478		507		506
Total weighted-average diluted Common Stock	16,816		18,562		17,138		18,712

Class A Common:
Weighted average shares outstanding	1,283		1,290		1,284		1,344

Basic earnings per share:
Common Stock	$	1.51	$	1.35	$	3.96	$	3.67
Class A Common Stock	$	1.43	$	1.28	$	3.75	$	3.45

Diluted earnings per share:
Common Stock	$	1.46	$	1.31	$	3.83	$	3.55
Class A Common Stock	$	1.40	$	1.25	$	3.66	$	3.38

INDEX

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with the unaudited condensed consolidated financial statements and accompanying notes contained herein and with the audited consolidated financial statements, accompanying notes, related information and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, ~~2020 (the “Form~~2021 (“Form 10-K”).

Forward-Looking Statements

Statements in this Form 10-Q that are not historical facts, including statements about our estimates, expectations, beliefs, intentions, projections or strategies for the future, may be ~~“forward-looking statements”~~"forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from historical experience or our present expectations. Known material risk factors applicable to us that could cause our actual results to differ from these forward-looking statements are described in ~~“Item~~"Item 1A. Risk ~~Factors”~~Factors" of our Form 10-K and in the subsequent reports we file with the SEC. All forward‑looking statements speak only as of the date made, and we undertake no obligation to publicly update or revise any forward-looking statements to reflect events or circumstances that may arise after the date of this report except as required by law.

~~Impact of COVID-19 on Our Business~~

~~The COVID-19 pandemic has resulted in significant economic disruption and impacted our business. We closed our stores and ceased delivery operations in the second half of March 2020.~~ Affected team members were paid during this period and most corporate personnel transitioned to working remotely. On April 1, 2020, we extended our store closure for another 30 days and furloughed 3,033 team members or approximately 87% of our workforce. 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, 2020 and extended the furlough of approximately 730 team members until June 1, 2020. We reopened 103 of our stores on May 1, 2020 and the remaining 17 were opened by June 20, 2020 and deliveries restarted on May 5, 2020.

We took several steps to strengthen our financial position and maintain financial flexibility by reviewing operating expenses, evaluating merchandise purchases, reducing capital expenditures, temporarily borrowing $43.8 million on our credit facility (which was repaid within 96 days), and completing a $70.0 million sale-leaseback transaction in May 2020.

Our business has been very strong since reopening. Consumers not negatively impacted financially are spending more money on furniture and accessories as they spend more time at home. Demand is outpacing product availability in certain categories. Manufacturers are challenged to ensure safe work environments and have encountered some raw material shortages and transportation capacity issues, resulting in product shortages and delays in a number of product categories. We are continuing to assess our staffing needs and have encountered difficulties in increasing our distribution and delivery capacity due to labor shortages in some of our markets.

~~INDEX~~

~~Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations~~

Net Sales

Our sales are generated by customer purchases of home furnishings. Revenue is recognized upon delivery 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 month over the corresponding month in the prior year. Stores are considered non-comparable if they were not open during the corresponding month in the prior year or if the selling square footage has been changed significantly. Stores closed due to COVID-19 were excluded from comp-store sales. The method we use to compute comp-store sales may not be the same method used by other retailers. We record our sales when the merchandise is delivered to the customer. We also track “written sales” and “written comp-store ~~sales”~~sales,” which represent customer orders prior to delivery. The ~~lag time between customers placing orders~~disruptions to our supply chain have resulted in lower inventory in certain categories, and out-of-stock merchandise delivery ~~has grown in 2021 due~~times can be 8 to ~~demand outpacing merchandise supply.~~12 weeks. As a retailer, comp-store sales and 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 none are ~~not~~ substitutes for net sales presented in accordance with US GAAP.

The following table outlines our sales and comp-store sales increases and decreases for the periods indicated:


	2022										2021
	Net Sales						Comp-Store Sales				Net Sales						Comp-Store Sales
Period	Total Dollars		% Change		$ Change		% Change		$ Change		Total Dollars		% Change		$ Change		% Change		$ Change
Q1	$	238.9	1.0	%	$	2.5	0.2	%	$	0.4	$	236.5	31.8	%	$	57.1	11.5	%	$	15.4
Q2	$	253.2	1.3	%	$	3.2	1.1	%	$	2.7	$	250.0	127.3	%	$	140.0	46.9	%	$	48.8
Q3	$	274.5	5.4	%	$	14.1	6.3	%	$	16.2	$	260.4	19.7	%	$	42.9	17.7	%	$	38.4
YTD Q3	$	766.7	2.7	%	$	19.8	2.6	%	$	19.3	$	746.9	47.3	%	$	240.0	22.5	%	$	102.6

2021 2020
Net Sales Comp-Store Sales Net Sales Comp-Store Sales
Period
Total Dollars
%
Change

$
Change

%
Change

$
Change
Total Dollars
%
Change

$
Change

%
Change

$
Change

Q1 $ 236.5 31.8 % $ 57.1 11.5 % $ 15.4 $ 179.4 (4.2 )% $ (7.8 ) 11.6 % $ 13.8
Q2 $ 250.0 127.3 % $ 140.0 46.9 % $ 48.8 $ 110.0 (42.7 )% $ (81.9 ) (15.2 )% $ (18.4 )
Q3 $ 260.4 19.7 % $ 42.9 17.7 % $ 38.4 $ 217.5 3.9 % $ 8.2 4.0 % $ 8.4
YTD Q3 $ 746.9 47.3 % $ 240.0 22.5 % $ 102.6 $ 506.9 (13.9 )% $ (81.5 ) 0.8 % $ 3.8

Although we closed our stores and paused our operations mid-March of last year, our business has been strong since reopening in May 2020. Our stores are operating with a smaller staff and are open fewer hours. Our delivery capacity is improving but remains slightly behind our prior year pre‑pandemic level due to labor shortages and supply chain disruptions. Many manufacturers continue to be challenged by raw material shortages, transportation logistics, labor shortages, and lingering health and safety issues. Many of the manufacturers in Vietnam and Indonesia that produce our products paused their operations in July due to a resurgence of COVID‑19. Fortunately, most began reopening in mid-October and are operating at various levels of capacity. However, these shutdowns may impact our merchandise available for delivery in future quarters.

~~The above chart outlines our~~Total sales for the ~~quarters and year to date. Our stores were closed and we did not make any deliveries in April 2020. Our written sales for the~~third quarter ~~ended September 30, 2021 were up 2.0%~~of 2022 increased $14.1 million, or 5.4%, compared to ~~the same period in 2020 which was up 22.8% over 2019.~~

~~Ours~~2021. Our comp-store sales by merchandise category are impacted by product availability. Long production lead times for our custom upholstery orders, which were four to six weeks pre‑pandemic and are currently averaging 16 weeks, have negatively impacted our business in this category. Consumers’ desire for faster fulfillment has overtaken their “pandemic patience” and are shifting to purchases of available merchandise. Custom upholstery orders were 28.0% of total written upholstery sales for the pre-pandemic first quarter of 2020 and a high of 29.8%increased 6.3%, or $16.2 million, in the third quarter of ~~2020 but have steadily fallen~~2022 compared to ~~20.0%~~2021.

Our free in-home design service continues to grow, and designer sales were 25.2% of our total written business for the third quarter of 2022 compared to 24.7% for 2021. COVID-19 disruptions to our supply chain are beginning to abate, and case goods inventory received is helping to reduce our customer back orders. Sales in this category as a percent of our total sales were 37.1% in the third quarter of 2022 compared to 35.5% in 2021.

The declines in in-store traffic and written business, which began in March 2022, continued through September 2022. Written business for the third quarter of 2022 was down 7.2% compared to 2021. We continued to experience a return to increased consumer interest around traditional shopping events and had very strong business for the Labor Day holiday. Our written business for the third quarter of 2022 compared

INDEX

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

to the "normal" pre-pandemic second quarter of 2019 was up 15.8%, as customers are still investing in their homes. In the fourth quarter of 2022, we expect that our business will continue to be affected as rising inflation, including fuel costs, stock market volatility, higher interest rates, and recessionary concerns, impacts discretionary consumer spending.

Gross Profit

Gross profit for the third quarter of ~~2021~~2022 was ~~56.8%~~57.1%, up 6030 basis points compared to the prior year period of ~~56.2%~~56.8%. ~~We have judiciously adjusted our~~The increase is primarily due to pricing ~~in response to product price increases~~discipline and higher inbound freight costs. Gross profit for the first nine months of 2021 was 56.8%, up 130 basis points compared to 55.5% for the same period of 2020. Our focus on retail pricing and our sales mix have offset the negative impact to gross profit from increases in our LIFO reserve.

merchandise mix.

We ~~estimate~~expect annual gross profit margins for ~~the full year of 2021~~2022 will be ~~56.5%~~57.7% to ~~56.8%~~58.0%.

Gross profit margins fluctuate quarter to quarter in relation to our promotional cadence. Our estimated gross profit margins are based on anticipated changes in product and freight costs and their impact on our LIFO reserve.

Substantially all of our occupancy and home delivery costs are included in selling, general and administrative expenses (“SG&A”), as are a portion of our warehousing expenses. Accordingly, our gross profit may not be comparable to those entities that include these costs in cost of goods sold.

Selling, General and Administrative Expenses

Our SG&A costs as a percent of sales for the third quarter of ~~2021~~2022 were 45.4% versus 44.6% ~~versus 46.0%~~ for ~~the same period in 2020. This change reflects the leveraging of costs on increased sales and the impact of the operational changes implemented in 2020 under our business continuity plan.~~2021. SG&A dollars increased ~~$16.1~~$8.4 million, or 7.2%, for the third quarter of ~~2021 and increased $68.0 million for the nine months ended September 30, 2021~~2022 compared to the same prior year ~~periods.~~

During April 2020, virtually all team members in our store and distribution operations were furloughed and warehouse and corporate office personnel were furloughed to a minimum level for necessary operations. We covered the health benefits premiums for those furloughed which totaled approximately $2.1 million. Salaries and wagesperiod. The increase is driven by higher costs associated with ~~the furloughed team members was approximately $9.9 million. We reduced our workforce by approximately 35% effective April 30, 2020~~selling expense of $4.9 million, advertising and ~~paid severance~~marketing expenses of $1.1 million, administrative costs of ~~approximately $1.7~~$1.5 million, and occupancy expenses of $0.5 million.

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 and distribution expenses, as these amounts will generally move in tandem with our level of sales. The remaining categories and expenses for occupancy, advertising, and administrative costs are classified as fixed and discretionary because these costs do not fluctuate with sales.

The following table outlines our SG&A expenses by classification:

Three months ended September 30, Nine Months ended September 30,
2021 2020 2021 2020
(In thousands)
% of
Net Sales

% of
Net Sales
% of Net Sales % of Net Sales
Variable $ 43,708 16.8 % $ 37,678 17.3 % $ 126,374 16.9 % $ 93,685 18.5 %
Fixed and discretionary 72,448 27.8 62,419 28.7 211,941 28.4 176,596 34.8
$ 116,156 44.6 % $ 100,097 46.0 % $ 338,315 45.3 % $ 270,281 53.3 %


(In thousands)	Three Months Ended September 30,								Nine Months Ended September 30,
	2022				2021				2022				2021
	$		% of Net Sales		$		% of Net Sales		$		% of Net Sales		$		% of Net Sales
Variable	$	50,228	18.3	%	$	43,708	16.8	%	$	140,566	18.3	%	$	126,374	16.9	%
Fixed and discretionary	74,306		27.1	%	72,448		27.8	%	217,250		28.3	%	211,941		28.4	%
	$	124,534	45.4	%	$	116,156	44.6	%	$	357,816	46.6	%	$	338,315	45.3	%

The variable expenses in dollars were higher in the third quarter ~~and first nine months~~ of ~~2021~~2022 compared to ~~the same periods in 2020~~2021 due to the increase in ~~sales.~~

~~The variable expenses~~compensation costs for ~~the three months ended September 30, 2021 as a percent of sales compared to the prior year period reflect additional leveraging of certain~~ selling and delivery ~~expenses. The variable expenses for the nine months ended September 30, 2020 include payment of severance costs~~personnel and ~~health benefits for furloughed team members.~~

~~INDEX~~

~~Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations~~

rising fuel costs.

Fixed and discretionary expenses were impacted in the third quarter of ~~2021~~2022 primarily by increases in ~~general~~warehouse and ~~administrative expense for compensation, benefits, and related payroll and labor~~other occupancy costs ~~of $3.8 million, warehouse expense of $2.8 million, and marketing spend of $1.7 million,~~ compared to the ~~same period of 2020.~~

prior year quarter.

Our variable ~~type~~ expenses within SG&A for the full year of ~~2021~~2022 are anticipated to be ~~17.0%~~18.2% to ~~17.3%.~~18.4%, an increase from our previous estimate based on increases in selling and delivery costs. Fixed and discretionary expenses are expected to be approximately ~~$278.0~~$293.0 to ~~$281.0~~$295.0 million for the full year of ~~2021.~~

2022, a decrease from our previous guidance based on changes in our marketing spend.

Liquidity and Capital Resources

Cash and Cash Equivalents at End of Year

At September 30, ~~2021,~~2022, we had ~~$225.7~~$137.2 million in cash and cash equivalents, and ~~$6.7~~$6.8 million in restricted cash equivalents. We believe that our current cash position, cash flow generated from operations, funds

INDEX

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

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 capital expenditures, dividend payments, and lease obligations through the next several years. In addition, we believe we have the ability to obtain alternative sources of financing. We expect capital expenditures of approximately ~~$37.0~~$30.0 million for the full year of ~~2021.~~2022.

Long-Term Debt

In May 2020, we entered into the Third Amendment to our Amended and Restated Credit Agreement (as amended, the “Credit Agreement”) with a bank. The Credit Agreement, which matures September 27, 2024, provides for a $60.0 million revolving credit facility. Amounts available to borrow fluctuate and availability at September 30, ~~2021~~2022 was ~~$15.7~~$55.7 million, and we had no amounts outstanding.

In October 2022, we amended the Credit Agreement to increase the revolving credit facility to $80.0 million and extend the maturity date to October 24, 2027.

Leases

We use operating leases to fund a portion of our real estate, including our stores, distribution centers, and store support space.

Share Repurchases

In November 2021, our Board of Directors authorized $25.0 million for our share repurchase program. During the six months ended June 30, 2022, we purchased 899,890 shares of common stock for approximately $25.0 million. All funds were used under this authorization.

In August ~~2021,~~2022, our Board of Directors authorized an additional $25.0 million for our share repurchase program. During the three months ended September 30, ~~2021~~2022, we purchased ~~537,196~~187,488 shares of common stock for approximately ~~$19.5 million under previous and~~$5.0 million. The balance on the current ~~authorizations. There is~~authorization for purchases was approximately ~~$22.3~~$20.0 million at September 30, ~~2021 that may yet be used for purchases under~~2022.

The timing, manner and number of shares repurchased in future periods will depend on a variety of factors, including, but not limited to, the ~~current authorization.~~

level of cash balances, credit availability, financial performance, general business conditions, the market price of the Company’s stock and the availability of alternative investment opportunities.

Cash Flows Summary

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 changes in working capital. Working capital at any specific point in time is subject to many variables, including seasonality, inventory selection, the timing of cash receipts and payments, and vendor payment terms.

Net cash provided by operating activities was ~~approximately $89.0~~$38.2 million in the first nine months of ~~2021~~2022 compared to $89.0 million during the same period in 2021. This difference was primarily driven ~~primarily by net income of $66.5 million and non-cash adjustments of $17.0 million, consisting of depreciation and amortization and stock-based compensation, and~~ by changes associated with customer deposits.

Investing Activities. Cash used in ~~working~~investing activities decreased by $5.9 million in the first nine months of 2022 compared to the first nine months of 2021, as the result of less capital ~~inflows. The primary working capital inflows were from customer deposits~~expenditures.

Financing Activities.Cash used in financing activities increased by $9.6 million in the first nine months of ~~approximately $34.0 million partially offset by outflows for inventory~~2022 compared to the first nine months of ~~$29.1 million.~~2021, primarily due to increased share repurchases in 2022.

INDEX

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Net cash provided by operating activities in the first nine months of 2020 was $99.8 million driven primarily by changes in working capital. For calculation of cash provided by operating activities the gain from sale of land, property, and equipment of $34.2 million is excluded, partially offsetting net income of $33.7 million and non‑cash adjustments of $18.6 million. The primary working capital inflows were from increases in customer deposits of $58.3 million and accounts payable and accrued liabilities of $13.4 million and a decrease in inventories of $13.9 million.

~~Investing Activities.~~ Cash used in investing activities was approximately $28.0 million in the first nine months of 2021 compared to cash provided by investing activities of $67.2 million during the first nine months of 2020. The difference primarily is from $74.4 million of proceeds from sale of land, property, and equipment in 2020.

~~Financing Activities.Cash used in financing activities of $35.4 million in the first nine months of 2021 primarily reflected $19.5 million of share repurchases and $13.0 million of cash dividends paid.~~

~~Cash used in financing activities of $30.9 million in the first nine months of 2020 primarily reflected $19.7 million of share repurchases and $10.3 million of cash dividends paid.~~

Store Plans and Capital Expenditures

~~Location~~
Location	Opening Quarter Actual or Planned	Category
~~Myrtle Beach, SC~~Austin, TX	~~Q-1-21~~Q-1-22	Open ~~– New market~~
~~The Villages, FL~~Atlanta, GA	~~Q-3-21~~Q-2-22	~~Open~~Closure
~~Dallas, TX~~Metro DC	~~Q-3-21~~Q-4-22	~~Closure~~Open
~~Austin, TX~~Indianapolis, IN	~~Q-1-22~~Q-4-22	Relocation
Durham, NC	Q-1-23	Open

Net selling space ~~in 2021~~at the end of 2022 is expected to be relatively flat compared to ~~2020.~~

~~We purchased our Virginia home delivery center which was part of our May 2020 sale leaseback and acquired a retail location at the end of its lease term during the third quarter of~~ 2021. ~~Our capital expenditures also include amounts for information technology for operations and website enhancements.~~ Total capital expenditures are estimated to be ~~approximately $37.0~~$30.0 million in ~~2021~~2022 depending on the timing of spending for new projects.

Critical Accounting Estimates

Critical accounting estimates are those that we believe are both significant and that require us to make difficult, subjective or complex judgments, often because we need to estimate the effect of inherently uncertain matters. We base our estimates and judgments on historical experiences and various other factors that we believe to be appropriate under the circumstances. Actual results may differ from these estimates, and we might obtain different estimates if we used different assumptions or conditions. We reviewed our accounting estimates, and none were deemed to be considered critical for the accounting periods presented in our Form 10-K. We had no significant changes in those accounting estimates since our last annual report.

~~INDEX~~

Item 3. Quantitative and Qualitative Disclosures about Market Risk

For quantitative and qualitative disclosures about market risk, see Item 7A, “Quantitative and Qualitative Disclosures About Market Risk,” of our Form 10-K. Our exposure to market risk has not changed materially since December 31, ~~2020.~~

2021.

Item 4. Controls and Procedures

As of the end of the period covered by this report, an evaluation was performed under the supervision and with the participation of our management, including the Chief Executive Officer (CEO) and Chief Financial Officer (CFO), of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based on that evaluation, our management, including the CEO and CFO, concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by this report toand provide reasonable assurance that information required to be disclosed in the reports the Company files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our management, including the CEO and CFO, as appropriate, to allow timely decisions regarding disclosure.

There have been no changes in the Company’s internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rule 13a-15 that occurred during the Company’s fiscal quarter ended September 30, ~~2021~~2022 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. As a result of the COVID-19 pandemic, ~~some~~ team members have shifted to a rotating work from home and office environment. We have reviewed our financial reporting process to provide reasonable assurance that we could report our financial results accurately and timely, and we will continue to evaluate the impact of any related changes to our internal control over financial reporting.

INDEX

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Information regarding legal proceedings is described under the subheading “Business and Basis of Presentation” in Note A of the Notes to the Condensed Consolidated Financial Statements set forth in this Form 10-Q.

Item 1A. Risk Factors

“"Item 1A. Risk Factors” in our Form 10-K includes a discussion of our known material risk factors. There have been no material changes from the risk factors described in our Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The board of directors has authorized management, at its discretion, to purchase and retire limited amounts of our ~~common stock~~Common Stock and Class A ~~common stock.~~Common Stock. A program was initially approved by the board on November 3, 1986. On November 5, 2021 and August ~~6, 2021,~~5, 2022, the board ~~approved an~~authorized additional amounts under such stock repurchase ~~amount of $25.0 million to bring the total available share repurchase authorization at such time to approximately $33.1 million.~~program. The stock repurchase program has no expiration date but may be terminated by our board at any time. ~~The balance of the current authorization for purchases was approximately $22.3 million at September 30, 2021~~.

The following table presents information with respect to our repurchase of Havertys’ common stock during the third quarter of ~~2021:~~2022:


	(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
July 1 - July 31	—	$	—	—	$	4,700
August 1 - August 31	—	$	—	—	$	25,004,700
September 1 - September 30	187,488	$	26.65	187,488	$	20,007,700







Total	187,488			187,488

(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

July 1 – July 31 44,579 $ 36.17 44,579 $ 15,202,200
August 1 – August 31 412,617 $ 36.60 412,617 $ 25,100,700
September 1 – September 30 80,000 $ 34.74 80,000 $ 22,321,200
Total 537,196 537,196

INDEX

Item 6. Exhibits

(a)Exhibits

The exhibits listed below are filed with or incorporated by reference into this report (those filed with this report are denoted by an asterisk). Unless otherwise indicated, the exhibit number of documents incorporated by reference corresponds to the exhibit number in the referenced documents.


Exhibit Number						Description of Exhibit (Commission File No. 1-14445)
3.1						Articles of Amendment and Restatement of the Charter of Haverty Furniture Companies, Inc. effective May 26, 2006 (Exhibit 3.1 to our Second Quarter 2006 Form 10-Q).
3.2						By-laws of Haverty Furniture Companies, Inc. as amended and restated effective May 8, 2018 (Exhibit 3.1 to our Current Report on ~~form~~Form 8-K dated May 10, 2018).
*10.1						~~2021 Long-Term Incentive Plan, effective~~Fourth Amendment to Amended and Restated Credit Agreement by and among Haverty Furniture Companies, Inc. and Havertys Credit Services, Inc., as ~~of May 10, 2021.~~the Borrowers, Truist Bank (as successor to SunTrust Bank), as the Administrative Agent and Issuing Bank and Administrative Agent and Lead Arranger (as successor to SunTrust Robinson Humphrey, Inc,), dated September 1, 2011.
*31.1						Certification of Chief Executive Officer pursuant to Rules 13a-14(a) and 15d‑14(a) under the Securities Exchange Act of 1934, as amended.
*31.2						Certification of Chief Financial Officer pursuant to Rules 13a-14(a) and 15d‑14(a) under the Securities Exchange Act of 1934, as amended.
**32.1						Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350.
101						The following financial statements from Haverty Furniture Companies, Inc.’s Quarterly Report on Form 10-Q for the quarter ended ~~September~~June 30, ~~2021,~~2022, formatted in inline XBRL, include: (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Comprehensive Income, (iii) Condensed Consolidated Statements of Cash Flows and (iv) the Notes to Condensed Consolidated Financial Statements.
104						Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

* Filed herewith.

*	~~Filed herewith.~~

**	** Furnished herewith.

INDEX

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, thereunto duly authorized.


			HAVERTY FURNITURE COMPANIES, INC. (Registrant)


Date: November 4, 2022	~~November 2, 2021~~By:			~~By:~~	/s/ Clarence H. Smith
					Clarence H. Smith
		Chairman of the Board and Chief Executive Officer
		(principal executive officer)

	By:
	~~By:~~	/s/ Richard B. Hare
					Richard B. Hare
		Executive Vice President and Chief Financial Officer (principal financial and accounting officer)

(in thousands)	Common Stock		Class A Common Stock			Additional Paid-In Capital			Retained Earnings			Accumulated Other Comprehensive Loss			Treasury Stock			Total
Balances at June 30, 2020	$	29,538	$	2,054		$	94,581		$	304,900		$	(2,027	)	$	(164,668	)	$	264,378
Net income										18,261									18,261
Dividends declared:
Common Stock, $0.20 per share										(3,423	)								(3,423	)
Class A Common Stock, $0.19 per share										(290	)								(290	)
Class A conversion		17		(17	)														0
Acquisition of treasury stock																(12,899	)		(12,899	)
Amortization of restricted stock							1,325												1,325
Directors’ Compensation Plan							(5	)											(5	)
Other comprehensive income													30						30
Balances at September 30, 2020	$	29,555	$	2,037		$	95,901		$	319,448		$	(1,997	)	$	(177,567	)	$	267,377

	Three Months Ended September 30,										Nine Months Ended September 30,
	2021					2020					2021					2020
(In thousands)	Net Sales		% of Net Sales			Net Sales		% of Net Sales			Net Sales		% of Net Sales			Net Sales		% of Net Sales
Merchandise:
Case Goods
Bedroom Furniture	$	41,438		15.9	%	$	29,725		13.7	%	$	121,848		16.3	%	$	76,638		15.1	%
Dining Room Furniture		29,047		11.2			22,994		10.6			84,965		11.4			54,067		10.7
Occasional		21,955		8.4			19,220		8.8			66,128		8.8			46,665		9.2
		92,440		35.5			71,939		33.1			272,941		36.5			177,371		35.0
Upholstery		109,375		42.0			95,554		43.9			305,842		41.0			213,656		42.1
Mattresses		23,616		9.1			21,431		9.9			68,257		9.1			50,625		10.0
Accessories and Other ⁽¹⁾		34,948		13.4			28,590		13.1			99,818		13.4			65,261		12.9
	$	260,378		100.0	%	$	217,513		100.0	%	$	746,858		100.0	%	$	506,913		100.0	%


(In thousands)	Three Months Ended September 30,								Nine Months Ended September 30,
	2022				2021				2022				2021
	Net Sales		% of Net Sales		Net Sales		% of Net Sales		Net Sales		% of Net Sales		Net Sales		% of Net Sales
Merchandise:
Case Goods
Bedroom Furniture	$	46,068	16.8	%	$	41,438	15.9	%	$	118,953	15.5	%	$	121,848	16.3	%
Dining Room Furniture	31,793		11.6		29,047		11.2		82,971		10.8		84,965		11.4
Occasional	23,874		8.7		21,955		8.4		60,881		7.9		66,128		8.9
	101,735		37.1		92,440		35.5		262,805		34.3		272,941		36.5
Upholstery	112,682		41.1		109,375		42.0		333,507		43.5		305,842		41.0
Mattresses	22,646		8.3		23,616		9.1		64,389		8.4		68,257		9.1
Accessories and Other (1)	37,432		13.6		34,947		13.4		105,957		13.8		99,818		13.4
	$	274,495	100.0	%	$	260,378	100.0	%	$	766,658	100.0	%	$	746,858	100.0	%

	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Operating lease cost	$	11,440	$	11,596	$	35,140	$	33,111
Variable lease cost		1,739		1,627		4,856		3,825
Total lease expense	$	13,179	$	13,223	$	39,996	$	36,936


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Operating lease cost	$	11,517	$	11,440	$	35,230	$	35,140
Variable lease cost	1,706		1,739		5,183		4,856
Total lease expense	$	13,223	$	13,179	$	40,413	$	39,996


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, ~~2021~~2022

(In thousands)	September 30, 2021			December 31, 2020
	(Unaudited)
Assets
Current assets
Cash and cash equivalents	$	225,674		$	200,058
Restricted cash and cash equivalents		6,716			6,713
Inventories		118,961			89,908
Prepaid expenses		13,729			9,580
Other current assets		13,441			9,985
Total current assets		378,521			316,244

Property and equipment, net		124,795			108,366
Right-of-use lease assets		229,975			228,749
Deferred income taxes		18,120			15,814
Other assets		12,349			11,199
Total assets	$	763,760		$	680,372
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable	$	34,663		$	31,429
Customer deposits		120,149			86,183
Accrued liabilities		56,880			52,963
Current lease liabilities		34,108			33,466
Total current liabilities		245,800			204,041
Noncurrent lease liabilities		203,935			200,200
Other liabilities		22,484			23,164
Total liabilities		472,219			427,405

Stockholders’ equity
Capital Stock, par value $1 per share
Preferred Stock, Authorized – 1,000 shares; Issued: NaN		0			0
Common Stock, Authorized – 50,000 shares; Issued: 2021 – 29,906; 2020 – 29,600		29,906			29,600
Convertible Class A Common Stock, Authorized – 15,000 shares; Issued: 2021 – 1,810; 2020 – 1,996		1,810			1,996
Additional paid-in capital		100,816			96,850
Retained earnings		358,113			304,626
Accumulated other comprehensive loss		(2,412	)		(2,560	)
Less treasury stock at cost – Common Stock (2021 – 13,374; and 2020 – 12,862 shares) and Convertible Class A Common Stock (2021 and 2020 – 522 shares)		(196,692	)		(177,545	)
Total stockholders’ equity		291,541			252,967
Total liabilities and stockholders’ equity	$	763,760		$	680,372