e10vq
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-1004
FORM 10-Q
Quarterly
Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
FOR QUARTERLY PERIOD ENDED OCTOBER 27, 2007
COMMISSION FILE NUMBER 1-9656
LA-Z-BOY INCORPORATED
(Exact name of registrant as specified in its charter)
|
|
|
MICHIGAN
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38-0751137 |
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification No.) |
|
|
|
1284 North Telegraph Road, Monroe, Michigan
|
|
48162-3390 |
|
(Address of principal executive offices)
|
|
(Zip Code) |
Registrants telephone number, including area code (734) 242-1444
None
(Former name, former address and former fiscal year, if changed since last report.)
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 þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,
or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in
Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o Accelerated filer þ Non-accelerated filer o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).
Yes o No þ
Indicate the number of shares outstanding of each of the issuers classes of common stock, as of
the latest practicable date:
|
|
|
Class
|
|
Outstanding at October 27, 2007 |
|
|
|
Common Shares, $1.00 par value
|
|
51,416,118 |
LA-Z-BOY INCORPORATED
FORM 10-Q SECOND QUARTER OF FISCAL 2008
TABLE OF CONTENTS
PART I
FINANCIAL INFORMATION
Item 1. Financial Statements
LA-Z-BOY INCORPORATED
CONSOLIDATED STATEMENT OF OPERATIONS
|
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|
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|
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Second Quarter Ended |
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|
Percent of Sales |
|
(Unaudited, amounts in thousands, except |
|
|
|
|
|
|
|
|
|
% Over |
|
|
|
|
|
|
|
per share data) |
|
10/27/07 |
|
|
10/28/06 |
|
|
(Under) |
|
|
10/27/07 |
|
|
10/28/06 |
|
|
Sales |
|
$ |
365,434 |
|
|
$ |
414,614 |
|
|
|
-11.9 |
% |
|
|
100.0 |
% |
|
|
100.0 |
% |
Cost of sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of goods sold |
|
|
266,658 |
|
|
|
306,351 |
|
|
|
-13.0 |
% |
|
|
73.0 |
% |
|
|
73.9 |
% |
Restructuring |
|
|
518 |
|
|
|
(400 |
) |
|
|
-229.5 |
% |
|
|
0.1 |
% |
|
|
-0.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total cost of sales |
|
|
267,176 |
|
|
|
305,951 |
|
|
|
-12.7 |
% |
|
|
73.1 |
% |
|
|
73.8 |
% |
Gross profit |
|
|
98,258 |
|
|
|
108,663 |
|
|
|
-9.6 |
% |
|
|
26.9 |
% |
|
|
26.2 |
% |
Selling, general and
administrative |
|
|
98,098 |
|
|
|
99,887 |
|
|
|
-1.8 |
% |
|
|
26.8 |
% |
|
|
24.1 |
% |
Write-down of intangibles |
|
|
5,809 |
|
|
|
|
|
|
|
N/M |
|
|
|
1.6 |
% |
|
|
|
|
Restructuring |
|
|
449 |
|
|
|
2,265 |
|
|
|
-80.2 |
% |
|
|
0.1 |
% |
|
|
0.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss) |
|
|
(6,098 |
) |
|
|
6,511 |
|
|
|
-193.7 |
% |
|
|
-1.7 |
% |
|
|
1.6 |
% |
Interest expense |
|
|
2,120 |
|
|
|
2,614 |
|
|
|
-18.9 |
% |
|
|
0.6 |
% |
|
|
0.6 |
% |
Other income, net |
|
|
1,374 |
|
|
|
1,348 |
|
|
|
1.9 |
% |
|
|
0.4 |
% |
|
|
0.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing
operations before income taxes |
|
|
(6,844 |
) |
|
|
5,245 |
|
|
|
-230.5 |
% |
|
|
-1.9 |
% |
|
|
1.3 |
% |
Income tax expense (benefit) |
|
|
(3,192 |
) |
|
|
1,949 |
|
|
|
-263.8 |
% |
|
|
46.6 |
%* |
|
|
37.2 |
%* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing
operations |
|
|
(3,652 |
) |
|
|
3,296 |
|
|
|
-210.8 |
% |
|
|
-1.0 |
% |
|
|
0.8 |
% |
Loss from discontinued
operations (net of tax) |
|
|
(6,282 |
) |
|
|
(1,342 |
) |
|
|
-368.1 |
% |
|
|
-1.7 |
% |
|
|
-0.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
(9,934 |
) |
|
$ |
1,954 |
|
|
|
-608.4 |
% |
|
|
-2.7 |
% |
|
|
0.5 |
% |
|
|
|
|
|
|
|
|
|
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|
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|
Basic average shares |
|
|
51,410 |
|
|
|
51,373 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic income (loss) from
continuing operations per share |
|
$ |
(0.07 |
) |
|
$ |
0.06 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Discontinued operations per share
(net of tax) |
|
$ |
(0.12 |
) |
|
$ |
(0.02 |
) |
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
Basic net income (loss) per share |
|
$ |
(0.19 |
) |
|
$ |
0.04 |
|
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|
|
|
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|
Diluted average shares |
|
|
51,410 |
|
|
|
51,639 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted income (loss) from
continuing operations per share |
|
$ |
(0.07 |
) |
|
$ |
0.06 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Discontinued operations per share
(net of tax) |
|
$ |
(0.12 |
) |
|
$ |
(0.02 |
) |
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted net income (loss) per share |
|
$ |
(0.19 |
) |
|
$ |
0.04 |
|
|
|
|
|
|
|
|
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|
|
|
|
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|
|
|
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|
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|
Dividends paid per share |
|
$ |
0.12 |
|
|
$ |
0.12 |
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
* |
|
As a percent of pretax income, not sales. |
|
|
|
N/M = not meaningful |
The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
3
LA-Z-BOY INCORPORATED
CONSOLIDATED STATEMENT OF OPERATIONS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
Six Months Ended |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percent of Sales |
|
(Unaudited, amounts in thousands, except |
|
|
|
|
|
|
|
|
|
% Over |
|
|
|
|
|
|
|
per share data) |
|
10/27/07 |
|
|
10/28/06 |
|
|
(Under) |
|
|
10/27/07 |
|
|
10/28/06 |
|
|
Sales |
|
$ |
709,830 |
|
|
$ |
808,537 |
|
|
|
-12.2 |
% |
|
|
100.0 |
% |
|
|
100.0 |
% |
Cost of sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of goods sold |
|
|
525,801 |
|
|
|
602,359 |
|
|
|
-12.7 |
% |
|
|
74.1 |
% |
|
|
74.5 |
% |
Restructuring |
|
|
3,079 |
|
|
|
(400 |
) |
|
|
-869.8 |
% |
|
|
0.4 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total cost of sales |
|
|
528,880 |
|
|
|
601,959 |
|
|
|
-12.1 |
% |
|
|
74.5 |
% |
|
|
74.5 |
% |
Gross profit |
|
|
180,950 |
|
|
|
206,578 |
|
|
|
-12.4 |
% |
|
|
25.5 |
% |
|
|
25.5 |
% |
Selling, general and
administrative |
|
|
192,606 |
|
|
|
194,570 |
|
|
|
-1.0 |
% |
|
|
27.1 |
% |
|
|
24.1 |
% |
Write-down of intangibles |
|
|
5,809 |
|
|
|
|
|
|
|
N/M |
|
|
|
0.8 |
% |
|
|
|
|
Restructuring |
|
|
1,569 |
|
|
|
2,265 |
|
|
|
-30.7 |
% |
|
|
0.2 |
% |
|
|
0.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss) |
|
|
(19,034 |
) |
|
|
9,743 |
|
|
|
-295.4 |
% |
|
|
-2.7 |
% |
|
|
1.2 |
% |
Interest expense |
|
|
4,217 |
|
|
|
5,140 |
|
|
|
-18.0 |
% |
|
|
0.6 |
% |
|
|
0.6 |
% |
Other income, net |
|
|
2,822 |
|
|
|
1,618 |
|
|
|
74.4 |
% |
|
|
0.4 |
% |
|
|
0.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing
operations before income taxes |
|
|
(20,429 |
) |
|
|
6,221 |
|
|
|
-428.4 |
% |
|
|
-2.9 |
% |
|
|
0.8 |
% |
Income tax expense (benefit) |
|
|
(8,235 |
) |
|
|
1,833 |
|
|
|
-549.3 |
% |
|
|
40.3 |
%* |
|
|
29.5 |
%* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing
operations |
|
|
(12,194 |
) |
|
|
4,388 |
|
|
|
-377.9 |
% |
|
|
-1.7 |
% |
|
|
0.5 |
% |
Loss from discontinued
operations (net of tax) |
|
|
(6,434 |
) |
|
|
(139 |
) |
|
|
N/M |
% |
|
|
-0.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
(18,628 |
) |
|
$ |
4,249 |
|
|
|
-538.4 |
% |
|
|
-2.6 |
% |
|
|
0.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic average shares |
|
|
51,395 |
|
|
|
51,580 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic income (loss) from
continuing operations per share |
|
$ |
(0.24 |
) |
|
$ |
0.08 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Discontinued operations per share
(net of tax) |
|
$ |
(0.12 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic net income (loss) per share |
|
$ |
(0.36 |
) |
|
$ |
0.08 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted average shares |
|
|
51,395 |
|
|
|
51,806 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted income (loss) from
continuing operations per share |
|
$ |
(0.24 |
) |
|
$ |
0.08 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Discontinued operations per share
(net of tax) |
|
$ |
(0.12 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted net income (loss) per share |
|
$ |
(0.36 |
) |
|
$ |
0.08 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends paid per share |
|
$ |
0.24 |
|
|
$ |
0.24 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
As a percent of pretax income, not sales. |
|
|
|
N/M = not meaningful |
The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
4
LA-Z-BOY INCORPORATED
CONSOLIDATED BALANCE SHEET
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase/(Decrease) |
|
|
|
|
(Unaudited, amounts in thousands) |
|
10/27/07 |
|
|
10/28/06 |
|
|
Dollars |
|
|
Percent |
|
|
4/28/07 |
|
|
Current assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and equivalents |
|
$ |
32,692 |
|
|
$ |
20,529 |
|
|
$ |
12,163 |
|
|
|
59.2 |
% |
|
$ |
51,721 |
|
Receivables, net |
|
|
215,275 |
|
|
|
253,519 |
|
|
|
(38,244 |
) |
|
|
-15.1 |
% |
|
|
230,399 |
|
Inventories, net |
|
|
190,985 |
|
|
|
237,885 |
|
|
|
(46,900 |
) |
|
|
-19.7 |
% |
|
|
197,790 |
|
Deferred income taxescurrent |
|
|
14,337 |
|
|
|
16,043 |
|
|
|
(1,706 |
) |
|
|
-10.6 |
% |
|
|
17,283 |
|
Assets of discontinued operations |
|
|
3,634 |
|
|
|
|
|
|
|
3,634 |
|
|
|
N/M |
|
|
|
24,278 |
|
Other current assets |
|
|
27,073 |
|
|
|
29,076 |
|
|
|
(2,003 |
) |
|
|
-6.9 |
% |
|
|
19,327 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets |
|
|
483,996 |
|
|
|
557,052 |
|
|
|
(73,056 |
) |
|
|
-13.1 |
% |
|
|
540,798 |
|
Property, plant and equipment, net |
|
|
180,912 |
|
|
|
204,904 |
|
|
|
(23,992 |
) |
|
|
-11.7 |
% |
|
|
183,218 |
|
Deferred income taxeslong term |
|
|
25,608 |
|
|
|
3,451 |
|
|
|
22,157 |
|
|
|
N/M |
|
|
|
15,380 |
|
Goodwill |
|
|
49,850 |
|
|
|
62,736 |
|
|
|
(12,886 |
) |
|
|
-20.5 |
% |
|
|
55,659 |
|
Trade names |
|
|
9,006 |
|
|
|
18,794 |
|
|
|
(9,788 |
) |
|
|
-52.1 |
% |
|
|
9,472 |
|
Other long-term assets |
|
|
76,545 |
|
|
|
80,166 |
|
|
|
(3,621 |
) |
|
|
-4.5 |
% |
|
|
74,164 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
825,917 |
|
|
$ |
927,103 |
|
|
$ |
(101,186 |
) |
|
|
-10.9 |
% |
|
$ |
878,691 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term borrowings |
|
$ |
|
|
|
$ |
35,000 |
|
|
$ |
(35,000 |
) |
|
|
-100.0 |
% |
|
$ |
|
|
Current portion of long-term debt |
|
|
38,353 |
|
|
|
3,295 |
|
|
|
35,058 |
|
|
|
N/M |
|
|
|
37,688 |
|
Accounts payable |
|
|
54,194 |
|
|
|
72,308 |
|
|
|
(18,114 |
) |
|
|
-25.1 |
% |
|
|
68,089 |
|
Liabilities of discontinued operations |
|
|
1,664 |
|
|
|
|
|
|
|
1,664 |
|
|
|
N/M |
|
|
|
3,843 |
|
Accrued expenses and other current
liabilities |
|
|
103,130 |
|
|
|
114,762 |
|
|
|
(11,632 |
) |
|
|
-10.1 |
% |
|
|
118,590 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
197,341 |
|
|
|
225,365 |
|
|
|
(28,024 |
) |
|
|
-12.4 |
% |
|
|
228,210 |
|
Long-term debt |
|
|
110,774 |
|
|
|
147,799 |
|
|
|
(37,025 |
) |
|
|
-25.1 |
% |
|
|
111,714 |
|
Income taxes payable long term |
|
|
7,084 |
|
|
|
|
|
|
|
7,084 |
|
|
|
N/M |
|
|
|
|
|
Other long-term liabilities |
|
|
56,474 |
|
|
|
54,920 |
|
|
|
1,554 |
|
|
|
2.8 |
% |
|
|
53,419 |
|
Contingencies and commitments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common shares, $1 par value |
|
|
51,416 |
|
|
|
51,364 |
|
|
|
52 |
|
|
|
0.1 |
% |
|
|
51,377 |
|
Capital in excess of par value |
|
|
206,636 |
|
|
|
206,145 |
|
|
|
491 |
|
|
|
0.2 |
% |
|
|
208,283 |
|
Retained earnings |
|
|
193,681 |
|
|
|
236,635 |
|
|
|
(42,954 |
) |
|
|
-18.2 |
% |
|
|
223,896 |
|
Accumulated other comprehensive income |
|
|
2,511 |
|
|
|
4,875 |
|
|
|
(2,364 |
) |
|
|
-48.5 |
% |
|
|
1,792 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total shareholders equity |
|
|
454,244 |
|
|
|
499,019 |
|
|
|
(44,775 |
) |
|
|
-9.0 |
% |
|
|
485,348 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and shareholders equity |
|
$ |
825,917 |
|
|
$ |
927,103 |
|
|
$ |
(101,186 |
) |
|
|
-10.9 |
% |
|
$ |
878,691 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
5
LA-Z-BOY INCORPORATED
CONSOLIDATED STATEMENT OF CASH FLOWS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Second Quarter Ended |
|
|
Six Months Ended |
|
(Unaudited, amounts in thousands) |
|
10/27/07 |
|
|
10/28/06 |
|
|
10/27/07 |
|
|
10/28/06 |
|
|
Cash flows from operating activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
(9,934 |
) |
|
$ |
1,954 |
|
|
$ |
(18,628 |
) |
|
$ |
4,249 |
|
Adjustments to reconcile net income
(loss) to cash used for operating
activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss (gain) on sale of discontinued
operations (net of tax) |
|
|
3,990 |
|
|
|
|
|
|
|
3,990 |
|
|
|
(1,280 |
) |
Write-down of businesses held for sale
(net of tax) |
|
|
2,159 |
|
|
|
|
|
|
|
2,159 |
|
|
|
|
|
Write-down of intangibles (net of tax) |
|
|
3,689 |
|
|
|
|
|
|
|
3,689 |
|
|
|
|
|
Restructuring |
|
|
967 |
|
|
|
1,865 |
|
|
|
4,648 |
|
|
|
1,865 |
|
Provision for doubtful accounts |
|
|
1,505 |
|
|
|
1,643 |
|
|
|
3,619 |
|
|
|
2,807 |
|
Depreciation and amortization |
|
|
6,093 |
|
|
|
6,809 |
|
|
|
12,313 |
|
|
|
13,889 |
|
Stock-based compensation expense |
|
|
1,001 |
|
|
|
1,861 |
|
|
|
1,862 |
|
|
|
2,732 |
|
Change in receivables |
|
|
(13,409 |
) |
|
|
(24,228 |
) |
|
|
9,188 |
|
|
|
(2,945 |
) |
Change in inventories |
|
|
15,323 |
|
|
|
873 |
|
|
|
9,252 |
|
|
|
(17,117 |
) |
Change in payables |
|
|
1,000 |
|
|
|
(2,060 |
) |
|
|
(14,414 |
) |
|
|
(9,379 |
) |
Change in other assets and liabilities |
|
|
6,568 |
|
|
|
(8,623 |
) |
|
|
(16,678 |
) |
|
|
(15,570 |
) |
Change in deferred taxes |
|
|
(4,671 |
) |
|
|
(3,110 |
) |
|
|
(6,146 |
) |
|
|
(6,766 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total adjustments |
|
|
24,215 |
|
|
|
(24,970 |
) |
|
|
13,482 |
|
|
|
(31,764 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used for) operating
activities |
|
|
14,281 |
|
|
|
(23,016 |
) |
|
|
(5,146 |
) |
|
|
(27,515 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from disposals of assets |
|
|
867 |
|
|
|
3,633 |
|
|
|
7,282 |
|
|
|
24,962 |
|
Proceeds from sale of discontinued
operations |
|
|
4,019 |
|
|
|
3,184 |
|
|
|
4,019 |
|
|
|
33,166 |
|
Capital expenditures |
|
|
(5,970 |
) |
|
|
(5,767 |
) |
|
|
(15,599 |
) |
|
|
(15,010 |
) |
Purchases of investments |
|
|
(6,648 |
) |
|
|
(2,760 |
) |
|
|
(13,270 |
) |
|
|
(8,392 |
) |
Proceeds from sales of investments |
|
|
7,801 |
|
|
|
2,320 |
|
|
|
14,593 |
|
|
|
8,017 |
|
Change in other long-term assets |
|
|
365 |
|
|
|
(701 |
) |
|
|
385 |
|
|
|
(196 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used for)
investing activities |
|
|
434 |
|
|
|
(91 |
) |
|
|
(2,590 |
) |
|
|
42,547 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from debt |
|
|
171 |
|
|
|
56,276 |
|
|
|
817 |
|
|
|
78,675 |
|
Payments on debt |
|
|
(192 |
) |
|
|
(31,266 |
) |
|
|
(1,092 |
) |
|
|
(78,680 |
) |
Stock issued for stock and employee
benefit plans |
|
|
(94 |
) |
|
|
(342 |
) |
|
|
(116 |
) |
|
|
766 |
|
Repurchases of common stock |
|
|
|
|
|
|
(3,261 |
) |
|
|
|
|
|
|
(6,947 |
) |
Dividends paid |
|
|
(6,232 |
) |
|
|
(6,213 |
) |
|
|
(12,441 |
) |
|
|
(12,462 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used for)
financing activities |
|
|
(6,347 |
) |
|
|
15,194 |
|
|
|
(12,832 |
) |
|
|
(18,648 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash
and equivalents |
|
|
538 |
|
|
|
49 |
|
|
|
1,539 |
|
|
|
56 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in cash and equivalents |
|
|
8,906 |
|
|
|
(7,864 |
) |
|
|
(19,029 |
) |
|
|
(3,560 |
) |
Cash and equivalents at beginning of period |
|
|
23,786 |
|
|
|
28,393 |
|
|
|
51,721 |
|
|
|
24,089 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and equivalents at end of period |
|
$ |
32,692 |
|
|
$ |
20,529 |
|
|
$ |
32,692 |
|
|
$ |
20,529 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid (net of refunds) during period
income taxes |
|
$ |
758 |
|
|
$ |
16,889 |
|
|
$ |
3,893 |
|
|
$ |
17,097 |
|
Cash paid during period interest |
|
$ |
1,495 |
|
|
$ |
1,748 |
|
|
$ |
3,405 |
|
|
$ |
4,660 |
|
The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
6
LA-Z-BOY INCORPORATED
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other |
|
|
|
|
|
|
|
|
|
|
Capital in |
|
|
|
|
|
|
Unearned |
|
|
Compre- |
|
|
|
|
|
|
Common |
|
|
Excess of Par |
|
|
Retained |
|
|
Compen- |
|
|
hensive |
|
|
|
|
(Unaudited, amounts in thousands) |
|
Shares |
|
|
Value |
|
|
Earnings |
|
|
sation |
|
|
Income(Loss) |
|
|
Total |
|
|
At April 29, 2006 |
|
$ |
51,782 |
|
|
$ |
210,826 |
|
|
$ |
246,387 |
|
|
($ |
3,083 |
) |
|
$ |
4,433 |
|
|
$ |
510,345 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reclassification of unearned
compensation due to adoption of SFAS No.
123(R) |
|
|
|
|
|
|
(3,083 |
) |
|
|
|
|
|
|
3,083 |
|
|
|
|
|
|
|
|
|
Repurchases of common stock |
|
|
(540 |
) |
|
|
|
|
|
|
(6,407 |
) |
|
|
|
|
|
|
|
|
|
|
(6,947 |
) |
Stock issued for stock and employee
benefit plans |
|
|
135 |
|
|
|
(3,458 |
) |
|
|
4,663 |
|
|
|
|
|
|
|
|
|
|
|
1,340 |
|
Stock option and restricted stock expense |
|
|
|
|
|
|
3,959 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,959 |
|
Tax benefit from exercise of options |
|
|
|
|
|
|
39 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
39 |
|
Dividends paid |
|
|
|
|
|
|
|
|
|
|
(24,886 |
) |
|
|
|
|
|
|
|
|
|
|
(24,886 |
) |
Comprehensive income (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
|
|
|
|
4,139 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized gain on marketable
securities (net of tax of $0.5
million) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,145 |
|
|
|
|
|
Realized gain on marketable
securities (net of tax of $0.3
million) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(458 |
) |
|
|
|
|
Translation adjustment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,418 |
|
|
|
|
|
Change in fair value of cash flow
hedges (net of tax) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(118 |
) |
|
|
|
|
Change in additional minimum pension
liability (net of tax of $0.1
million) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
319 |
|
|
|
|
|
Total comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,445 |
|
Adjustment upon adoption of SFAS No. 158
for pension (net of tax of $3.2 million) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4,947 |
) |
|
|
(4,947 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At April 28, 2007 |
|
$ |
51,377 |
|
|
$ |
208,283 |
|
|
$ |
223,896 |
|
|
$ |
|
|
|
$ |
1,792 |
|
|
$ |
485,348 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock issued for stock and employee
benefit plans |
|
|
39 |
|
|
|
(3,509 |
) |
|
|
3,354 |
|
|
|
|
|
|
|
|
|
|
|
(116 |
) |
Stock option and restricted stock expense |
|
|
|
|
|
|
1,862 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,862 |
|
Dividends paid |
|
|
|
|
|
|
|
|
|
|
(12,441 |
) |
|
|
|
|
|
|
|
|
|
|
(12,441 |
) |
Comprehensive income (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
|
|
|
|
|
|
|
|
|
(18,628 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized gain on marketable
securities (net of tax of $0.2
million) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
409 |
|
|
|
|
|
Realized gain on marketable
securities (net of tax of $0.1
million) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(165 |
) |
|
|
|
|
Translation adjustment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
443 |
|
|
|
|
|
Change in the fair value of cash flow
hedges (net of tax) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32 |
|
|
|
|
|
Total comprehensive loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(17,909 |
) |
Impact of adoption of FIN 48 |
|
|
|
|
|
|
|
|
|
|
(2,500 |
) |
|
|
|
|
|
|
|
|
|
|
(2,500 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At October 27, 2007 |
|
$ |
51,416 |
|
|
$ |
206,636 |
|
|
$ |
193,681 |
|
|
$ |
|
|
|
$ |
2,511 |
|
|
$ |
454,244 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
7
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Note 1: Basis of Presentation
The interim financial information is prepared in conformity with generally accepted accounting
principles and such principles are applied on a basis consistent with those reflected in our fiscal
2007 Annual Report on Form 10-K, filed with the Securities and Exchange Commission, but does not
include all the disclosures required by generally accepted accounting principles. In the opinion of
management, the interim financial information includes all adjustments and accruals, consisting
only of normal recurring adjustments, which are necessary for a fair presentation of results for
the respective interim period.
Note 2: Interim Results
The foregoing interim results are not necessarily indicative of the results of operations which
will occur for the full fiscal year ending April 26, 2008.
Note 3: Reclassification
Certain prior year information has been reclassified to be comparable with the current year
presentation.
Note 4: Inventories
A summary of inventory follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
(Amounts in thousands) |
|
10/27/07 |
|
|
10/28/06 |
|
|
4/28/07 |
|
|
Raw materials |
|
$ |
71,742 |
|
|
$ |
80,331 |
|
|
$ |
69,562 |
|
Work in process |
|
|
17,652 |
|
|
|
23,115 |
|
|
|
19,972 |
|
Finished goods |
|
|
126,014 |
|
|
|
156,245 |
|
|
|
132,679 |
|
|
|
|
|
|
|
|
|
|
|
FIFO inventories |
|
|
215,408 |
|
|
|
259,691 |
|
|
|
222,213 |
|
Excess of FIFO over LIFO |
|
|
(24,423 |
) |
|
|
(21,806 |
) |
|
|
(24,423 |
) |
|
|
|
|
|
|
|
|
|
|
Inventories, net |
|
$ |
190,985 |
|
|
$ |
237,885 |
|
|
$ |
197,790 |
|
|
|
|
|
|
|
|
|
|
|
8
Note 5: Goodwill and Other Intangible Assets
In accordance with Statement of Financial Accounting Standards No. 142, Goodwill and Other
Intangible Assets, (SFAS No. 142), trade names are tested at least annually for impairment by
comparing their fair value to their carrying values. The fair value for each trade name is
established based upon a royalty savings approach. Additionally, goodwill is tested for impairment
by comparing the fair value of our operating units to their carrying values. The fair value for
each operating unit is established based upon a combination of the discounted cash flows and the
projected profitability of the market in which the entity operates.
With the decline in the housing market affecting Florida greater than the rest of the country, we
have delayed our store growth in the market. The double-digit decline in sales over the past
twelve months coupled with our change in the timing of our store build-out triggered us to evaluate
our goodwill in South Florida in advance of our normal testing in the fourth quarter of each fiscal
year. We have not experienced as dramatic of a sales decline and have not made any strategic
decisions to delay store build-out in our other retail markets that have goodwill. As a result of
the significant change in our valuation model for this business, we recorded an impairment charge
of $5.8 million, $3.7 million after tax, in the second quarter of fiscal 2008.
In the first quarter of fiscal 2008, we reevaluated our tax reserves relating to an acquisition in
fiscal 2000. Due primarily to the lapsing of statutes of limitations, a reduction of the tax
reserves was recorded. This reduction in the tax reserves was recorded as a reduction in the
remaining acquired intangible assets, which consisted of trade names and totaled $0.7 million. Of
this reduction $0.3 million related to trade names of our discontinued operations and is not shown
in the table that follows.
The following table summarizes the changes to goodwill and trade names during the first half of
fiscal 2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance |
|
|
Impairments |
|
|
Balance |
|
|
|
as of |
|
|
and |
|
|
as of |
|
(Amounts in thousands) |
|
4/28/07 |
|
|
Dispositions |
|
|
10/27/07 |
|
|
Goodwill |
|
|
|
|
|
|
|
|
|
|
|
|
Upholstery Group |
|
$ |
19,632 |
|
|
$ |
|
|
|
$ |
19,632 |
|
Retail Group |
|
|
27,905 |
|
|
|
(5,809 |
) |
|
|
22,096 |
|
Corporate and Other |
|
|
8,122 |
|
|
|
|
|
|
|
8,122 |
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
$ |
55,659 |
|
|
$ |
(5,809 |
) |
|
$ |
49,850 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade names |
|
|
|
|
|
|
|
|
|
|
|
|
Casegoods Group |
|
$ |
9,472 |
|
|
$ |
(466 |
) |
|
$ |
9,006 |
|
|
|
|
|
|
|
|
|
|
|
9
Note 6: Debt
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal |
|
|
|
|
|
|
|
|
|
Year |
|
|
|
|
|
|
|
(Amounts in thousands) |
|
Maturity |
|
|
10/27/07 |
|
|
4/28/07 |
|
Revolving credit facility |
|
|
2010 |
|
|
$ |
|
|
|
$ |
|
|
Industrial revenue bonds |
|
|
2010-2023 |
|
|
|
16,851 |
|
|
|
16,851 |
|
Private placement notes |
|
|
2008 |
|
|
|
35,000 |
|
|
|
35,000 |
|
|
|
|
2010 |
|
|
|
36,000 |
|
|
|
36,000 |
|
|
|
|
2013 |
|
|
|
50,000 |
|
|
|
50,000 |
|
Other debt |
|
|
2008-2011 |
|
|
|
9,948 |
|
|
|
9,768 |
|
Capital leases |
|
|
2008-2011 |
|
|
|
1,328 |
|
|
|
1,783 |
|
|
|
|
|
|
|
|
|
|
|
|
Total debt |
|
|
|
|
|
|
149,127 |
|
|
|
149,402 |
|
Less: current portion |
|
|
|
|
|
|
(38,353 |
) |
|
|
(37,688 |
) |
|
|
|
|
|
|
|
|
|
|
|
Long-term debt |
|
|
|
|
|
$ |
110,774 |
|
|
$ |
111,714 |
|
|
|
|
|
|
|
|
|
|
|
|
Certain of our debt agreements require that certain financial covenants be met. As of the end of
the second quarter, we were not in compliance with the fixed charge coverage ratio requirement
under our revolving credit facility. We obtained an amendment to our fixed charge coverage ratio
from our revolving credit facility lenders, dated November 6, 2007, to amend the ratio for our
quarter ended October 27, 2007 so that we were in compliance. Although we were in compliance with
our other financial covenants, we believe that we will not be in compliance with the fixed charge
coverage ratio requirements relating to both our revolving credit facility and private placement
notes as of the end of the third quarter, and therefore we have engaged our lead bank to begin
structuring a new secured credit facility. We had no unamortized debt issue costs as of the end of
the second quarter of fiscal 2008.
We believe that by the end of our fiscal 2008 third quarter, we will be successful in negotiating a
long-term credit facility, which we will utilize to pay off our private placement notes. There can
be no assurance that an agreement can be reached; however, we consider this scenario unlikely. If
an agreement cannot be reached and the lenders were to exercise their right to accelerate the
maturity of their notes, this could result in an adverse effect on us unless the lenders were to
agree to forbearance or restructuring of the debt.
In order to repay our private placement notes,
we will be required to pay a make-whole premium which is currently
in the range of $2.5 $3.0 million. We anticipate that the interest rate on the new debt, which is
expected to be collateralized by accounts receivable and inventory, will be greater than the
average interest rate for the private placement notes.
10
Note 7: Pension Plans
Net periodic pension costs were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Second Quarter Ended |
|
|
Six Months Ended |
|
(Amounts in thousands) |
|
10/27/07 |
|
|
10/28/06 |
|
|
10/27/07 |
|
|
10/28/06 |
|
|
Service cost |
|
$ |
441 |
|
|
$ |
578 |
|
|
$ |
882 |
|
|
$ |
1,154 |
|
Interest cost |
|
|
1,346 |
|
|
|
1,338 |
|
|
|
2,692 |
|
|
|
2,676 |
|
Expected return on plan assets |
|
|
(1,839 |
) |
|
|
(1,719 |
) |
|
|
(3,678 |
) |
|
|
(3,438 |
) |
Net amortization and deferral |
|
|
|
|
|
|
9 |
|
|
|
|
|
|
|
18 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic pension cost (benefit) |
|
$ |
(52 |
) |
|
$ |
206 |
|
|
$ |
(104 |
) |
|
$ |
410 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
We are not required to make any contributions to the defined benefit plans in fiscal year 2008,
however we may make discretionary contributions. We did not make any contributions to the plans
during the first six months of fiscal 2008.
Note 8: Financial Guarantees and Product Warranties
We have provided financial guarantees relating to leases in connection with certain La-Z-Boy
Furniture Galleries® stores which are not operated by the company. The lease guarantees are
generally for real estate leases and have terms lasting from five to ten years. These lease
guarantees enhance the credit of these dealers. The dealer is required to make periodic fee
payments to compensate us for our guarantees. We have recognized liabilities for the fair values of
the lease agreements that we have entered into, but they are not material to our financial
position.
We would be required to perform under these agreements only if the dealer were to default on the
lease. The maximum amount of potential future payments under lease guarantees was $15.5 million as
of October 27, 2007.
We have, from time to time, entered into agreements which resulted in indemnifying third parties
against certain liabilities, mainly environmental obligations. We believe that judgments, if any,
against us related to such agreements would not have a material effect on our business or financial
condition.
Our accounting policy for product warranties is to accrue an estimated liability at the time the
revenue is recognized. This estimate is based on historical claims and adjusted for currently known
warranty issues.
11
A reconciliation of the changes in our product warranty liability is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Second Quarter Ended |
|
|
Six Months Ended |
|
(Amounts in thousands) |
|
10/27/07 |
|
|
10/28/06 |
|
|
10/27/07 |
|
|
10/28/06 |
|
|
Balance as of the beginning of the
period |
|
$ |
13,960 |
|
|
$ |
17,816 |
|
|
$ |
13,983 |
|
|
$ |
19,655 |
|
Accruals during the period |
|
|
4,148 |
|
|
|
3,574 |
|
|
|
8,331 |
|
|
|
7,007 |
|
Adjustments for discontinued operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(956 |
) |
Other adjustments during the period |
|
|
|
|
|
|
(1,496 |
) |
|
|
|
|
|
|
(2,267 |
) |
Settlements during the period |
|
|
(4,198 |
) |
|
|
(3,503 |
) |
|
|
(8,404 |
) |
|
|
(7,048 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of the end of the period |
|
$ |
13,910 |
|
|
$ |
16,391 |
|
|
$ |
13,910 |
|
|
$ |
16,391 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other adjustments of $1.5 million and $2.3 million for the quarter and six months ended October 28,
2006, respectively, reflected a trend of lower warranty costs incurred beyond one year after the
sale of the product. Our current trends show that a majority of our claims were from product sold
in the past twelve months thus reducing our liability, along with changes in estimated amounts
required for currently known warranty issues.
Note 9: Stock-Based Compensation
We account for share-based compensation transactions in accordance with the provisions of Statement
of Financial Accounting Standards No. 123 (Revised 2004), Share-Based Payment (SFAS 123R). SFAS
123R requires all companies to measure and recognize compensation expense at an amount equal to the
fair value of share-based payments granted under compensation arrangements. The fair value for the
employee stock options granted during the respective periods were estimated at the date of grant
using the Black-Scholes option-pricing model and are amortized on a straight-line basis as
compensation expense over the vesting periods of the options. For the three and six months ended
October 27, 2007, we recorded total stock-based compensation expense of approximately $1.0 million
and approximately $1.9 million, respectively. For the three and six months ended October 28, 2006,
we recorded total stock-based compensation expense of approximately $1.9 million and approximately
$2.7 million, respectively.
As of October 27, 2007, there was approximately $4.0 million of total unrecognized compensation
expense related to restricted stock, which we expect to recognize on a straight-line basis over an
average remaining service period of approximately 2.5 years.
Note 10: Segment Information
Our reportable operating segments are the Upholstery Group, the Casegoods Group and the Retail
Group.
Upholstery Group. The operating units in the Upholstery Group are Bauhaus, England, La-Z-Boy and
La-Z-Boy UK. This group primarily manufactures and sells upholstered furniture to furniture
retailers. Upholstered furniture includes recliners and motion furniture, sofas, loveseats, chairs,
ottomans and sleeper sofas.
Casegoods Group. The operating units in the Casegoods Group are American Drew/Lea, Hammary and
Kincaid. This group primarily sells manufactured or imported wood furniture to furniture retailers.
Casegoods product includes tables, chairs, entertainment centers, headboards, dressers, accent
pieces and some upholstered furniture.
12
Retail Group. The Retail Group consists of 70 company-owned La-Z-Boy Furniture Galleries® stores
(the retail network). The Retail Group sells mostly upholstered furniture to end consumers.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Second Quarter Ended |
|
|
Six Months Ended |
|
|
|
10/27/07 |
|
|
10/28/06 |
|
|
10/27/07 |
|
|
10/28/06 |
|
(Amounts in thousands) |
|
(13 weeks) |
|
|
(13 weeks) |
|
|
(26 weeks) |
|
|
(26 weeks) |
|
|
Sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Upholstery Group |
|
$ |
269,749 |
|
|
$ |
304,598 |
|
|
$ |
524,506 |
|
|
$ |
599,995 |
|
Casegoods Group |
|
|
58,892 |
|
|
|
74,164 |
|
|
|
112,466 |
|
|
|
135,190 |
|
Retail Group |
|
|
46,163 |
|
|
|
52,485 |
|
|
|
91,394 |
|
|
|
104,689 |
|
VIEs/Eliminations |
|
|
(9,370 |
) |
|
|
(16,633 |
) |
|
|
(18,536 |
) |
|
|
(31,337 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
$ |
365,434 |
|
|
$ |
414,614 |
|
|
$ |
709,830 |
|
|
$ |
808,537 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Upholstery Group |
|
$ |
19,036 |
|
|
$ |
20,162 |
|
|
$ |
27,903 |
|
|
$ |
37,787 |
|
Casegoods Group |
|
|
3,577 |
|
|
|
6,200 |
|
|
|
6,177 |
|
|
|
9,442 |
|
Retail Group |
|
|
(9,119 |
) |
|
|
(8,769 |
) |
|
|
(19,193 |
) |
|
|
(16,484 |
) |
Corporate and Other* |
|
|
(12,816 |
) |
|
|
(9,217 |
) |
|
|
(23,464 |
) |
|
|
(19,137 |
) |
Intangible write-down |
|
|
(5,809 |
) |
|
|
|
|
|
|
(5,809 |
) |
|
|
|
|
Restructuring |
|
|
(967 |
) |
|
|
(1,865 |
) |
|
|
(4,648 |
) |
|
|
(1,865 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
(6,098 |
) |
|
$ |
6,511 |
|
|
$ |
(19,034 |
) |
|
$ |
9,743 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Variable Interest Entities (VIEs) are included in corporate and other. |
Note 11: Restructuring
In the fourth quarter of fiscal 2007, we committed to a restructuring plan which included the
closures of our Lincolnton, North Carolina and Iuka, Mississippi upholstery manufacturing
facilities, the closure of our rough mill lumber operation in North Wilkesboro, North Carolina, the
consolidation of operations at our Kincaid Taylorsville, North Carolina upholstery operation and
the elimination of a number of positions throughout the remainder of the organization. The
Lincolnton and Iuka facility closures occurred in the first quarter of fiscal 2008 and impacted
approximately 250 and 150 employees, respectively. The closure of our North Wilkesboro lumber
operation, the consolidation of operations at Kincaids Taylorsville operation and the remaining
activities occurred in the fourth quarter of fiscal 2007 and impacted approximately 100 positions.
These decisions were made to help align our company with the current business environment and
strengthen our positioning going forward.
During the second quarter and first half of fiscal 2008, we recorded pre-tax restructuring charges
in cost of sales of $0.5 million and $3.1 million, respectively which equates to $0.01 and $0.04
per diluted share, respectively, covering severance and benefits and other restructuring costs.
During fiscal 2007, we recorded pre-tax restructuring charges of $4.3 million or $0.05 per diluted
share covering severance and benefits, write-down of certain fixed assets in addition to other
restructuring costs. Of these costs $4.0 million was reported as a component of Cost of Sales with
the remainder in Selling, General and Administrative. The write-down was accounted for in
accordance with Statement of Financial Accounting Standards No. 144, Accounting for the Impairment
or Disposal of Long-Lived Assets (SFAS No. 144). All other costs were accounted for in accordance
with Statement of Financial Accounting Standards No. 146, Accounting for Costs Associated with Exit
or Disposal Activities (SFAS No. 146).
13
During fiscal 2007, several of our Retail warehouses were consolidated into larger facilities and
several underperforming stores were closed. Approximately 100 jobs were eliminated as a result of
these closures. During the second quarter and first half of fiscal 2008, we recorded pre-tax
restructuring charges of $0.4 million and $1.5 million, respectively, which equates to $0.01 and
$0.02 per diluted share, respectively, covering contract termination costs for the leases on these
facilities, severance and benefits, write-down of certain leasehold improvements in addition to
other relocation costs which were expensed as incurred. In fiscal 2007, we recorded pre-tax
restructuring charges of $7.3 million or $0.08 per diluted share covering contract termination
costs for the leases on these facilities, severance and benefits, write-down of certain leasehold
improvements in addition to other relocation costs which were expensed as incurred. These costs
were reported as a component of Selling, General and Administrative costs. The write-down was
accounted for in accordance with SFAS No. 144. All other costs were accounted for in accordance
with SFAS No. 146.
As of October 27, 2007, we had a remaining restructuring liability of $3.2 million which is
expected to be paid out or written off as follows: $2.2 million in fiscal 2008, $0.5 million in
fiscal 2009, $0.4 million in fiscal 2010 and $0.1 million thereafter. Contract terminations
resulting from the closure of several of our retail stores and warehouses resulted in our
restructuring liability being paid out over an extended length of time.
Restructuring liabilities along with charges to expense, cash payments or asset write-downs were as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal 2008 |
|
|
|
|
|
|
|
|
|
|
Cash |
|
|
|
|
|
|
|
|
|
|
|
|
Payments |
|
|
|
|
4/28/07 |
|
Charges to |
|
or Asset |
|
10/27/07 |
(Amounts in thousands) |
|
Balance |
|
Expense |
|
Write-Offs |
|
Balance |
|
Severance and benefit-related costs |
|
$ |
2,177 |
|
|
$ |
1,828 |
|
|
$ |
(1,988 |
) |
|
$ |
2,017 |
|
Fixed asset write-downs, net of gains |
|
|
|
|
|
|
(144 |
) |
|
|
144 |
|
|
|
|
|
Contract termination costs |
|
|
1,257 |
|
|
|
1,197 |
|
|
|
(1,277 |
) |
|
|
1,177 |
|
Other |
|
|
|
|
|
|
1,767 |
|
|
|
(1,767 |
) |
|
|
|
|
|
|
|
Total restructuring |
|
$ |
3,434 |
|
|
$ |
4,648 |
|
|
$ |
(4,888 |
) |
|
$ |
3,194 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal 2007 |
|
|
|
|
|
|
|
|
|
|
Cash |
|
|
|
|
|
|
|
|
|
|
|
|
Payments |
|
|
|
|
4/29/06 |
|
Charges to |
|
or Asset |
|
4/28/07 |
(Amounts in thousands) |
|
Balance |
|
Expense |
|
Write-Offs |
|
Balance |
|
Severance and benefit-related costs |
|
$ |
891 |
|
|
$ |
2,537 |
|
|
$ |
(1,251 |
) |
|
$ |
2,177 |
|
Fixed asset write-downs, net of gains |
|
|
|
|
|
|
1,091 |
|
|
|
(1,091 |
) |
|
|
|
|
Contract termination costs |
|
|
|
|
|
|
3,441 |
|
|
|
(2,184 |
) |
|
|
1,257 |
|
Other |
|
|
|
|
|
|
3,964 |
|
|
|
(3,964 |
) |
|
|
|
|
|
|
|
Total restructuring |
|
$ |
891 |
|
|
$ |
11,033 |
|
|
$ |
(8,490 |
) |
|
$ |
3,434 |
|
|
|
|
14
Note 12: Uncertain Tax Positions
We adopted FASB interpretation No. 48, Accounting for Uncertainty in Income Taxes an
interpretation of FASB 109 (FIN 48), effective as of April 29, 2007. As a result of the
implementation of FIN 48, we recognized a $2.5 million decrease to beginning retained earnings. We
elected to continue to classify interest and penalties, accrued as required by FIN 48, as a part of
income tax expense. As of April 29, 2007, the gross amount of interest and penalties due to
unrecognized tax benefits was $3.1 million which was included as a part of the unrecognized tax
benefit discussed below. An additional $0.3 million of interest and penalties was accrued during
the second quarter of fiscal 2008.
The total amount of unrecognized tax benefits as of the end of the second quarter of fiscal 2008
was $9.4 million, which includes $1.7 million attributable to timing differences that, once
resolved, will have no impact on our effective tax rate. If recognized, $7.4 million of
unrecognized tax benefits would decrease our effective tax rate.
We believe that it is reasonably possible that the amount of unrecognized
tax benefits will decrease by about $2.4 million within the next twelve months. The amount of the expected reduction is comprised of gross
unrecognized tax benefits of $2.0 million and interest and penalties of $1.4 million, net of
deferred taxes of $1.0 million. This decrease relates to anticipated settlements of several
outstanding issues with various taxing authorities, including cash payments of about $1.2 million.
United States federal income tax returns filed by us remain subject to examination for tax years
2004 and subsequent. In addition, our State returns remain subject to examination for tax years
2003 and subsequent. Canadian federal and provincial returns remain subject to examination for tax
years 2002 and subsequent.
Note 13: Variable Interest Entities
Financial Accounting Standards Board Interpretation No. 46R, Consolidation of Variable Interest
Entities (FIN 46), requires the primary beneficiary of a VIE to include the VIEs assets,
liabilities and operating results in its consolidated financial statements. In general, a VIE is
a corporation, partnership, limited-liability corporation, trust or any other legal structure used
to conduct activities or hold assets that either (a) has an insufficient amount of equity to carry
out its principal activities without additional subordinated financial support, (b) has a group of
equity owners that are unable to make significant decisions about its activities, or (c) has a
group of equity owners that do not have the obligation to absorb losses or the right to receive
returns generated by its operations.
La-Z-Boy Furniture Galleries® stores that are not operated by us are operated by independent
dealers. These stores sell La-Z-Boy manufactured products as well as various accessories purchased
from approved La-Z-Boy vendors. In some cases we have extended credit beyond normal trade terms to
the independent dealers, made direct loans and/or guaranteed certain leases. Most of these
independent dealers have sufficient equity to carry out their principal operating activities
without subordinated financial support. However, there are certain independent dealers that we
have determined may not have sufficient equity.
We have consolidated several dealers where we were the primary beneficiary based on the fair value
of our variable interests. All of our consolidated VIEs were recorded at fair value on the date we
became the primary beneficiary. Because these entities are accounted for as if the entities were
consolidated based on voting interests, we absorb all net losses of the VIEs in excess of the
equity at the dealerships. We recognize all net earnings of these VIEs to the extent of recouping
the losses we recorded. Earnings in excess of our losses are attributed to equity owners of the
dealers and are shown as minority interest on our financial statements. We had four consolidated
VIEs throughout the second quarter of fiscal 2008 and 2007.
15
Our consolidated VIEs recognized $12.2 million and $10.2 million in sales, net of intercompany
eliminations, in the second quarter of fiscal 2008 and the second quarter of fiscal 2007,
respectively. Additionally, we recognized a net loss per share of $0.04 in the second quarter of
fiscal 2008 and the second quarter of fiscal 2007, resulting from the operating results of these
VIEs. Our consolidated VIEs recognized $24.0 million and $21.9 million in sales, net of
intercompany eliminations, in the first half of fiscal 2008 and fiscal 2007, respectively.
Additionally, we recognized a net loss per share of $0.07 and $0.06 in the first half of fiscal
2008 and fiscal 2007, respectively, resulting from the operating results of these VIEs. The VIEs
had $0.6 million, $4.9 million and $2.8 million of assets net of elimination of intercompany
balances at the end of the second quarter of fiscal 2008, the second quarter of fiscal 2007 and at
the end of fiscal 2007, respectively.
Note 14: Discontinued Operations
During the third quarter of fiscal 2007, we committed to a plan to sell Sam Moore, which was a part
of our Upholstery Group, and to sell Clayton Marcus and Pennsylvania House, which were part of our
Casegoods Group. As we have continued to assess our long-term strategic direction, we have
determined that these operating units do not align with our current strategic plan. Due to this
decision these operating units were presented as discontinued operations beginning in the third
quarter of fiscal 2007 and segment data was reclassified. Accordingly, our Consolidated Statement
of Operations for the prior year has been reclassified to reflect the results of these operations
as discontinued operations, with taxes allocated based on the operating units estimated effective
tax rate and no corporate expenses or interest allocated.
As a result of the decision to sell Sam Moore, Clayton Marcus and Pennsylvania House and subsequent
testing of the fair value of the assets remaining to be sold, we recorded a $17.5 million ($13.7
million net of taxes) impairment charge in the third quarter of fiscal 2007 that is included in
discontinued operations on our Consolidated Statement of Operations. The pretax impairment charge
was comprised of $3.6 million for impairment of the trade names, $7.3 million for impairment of
goodwill, $0.2 million of other intangibles, $1.7 million for write-down of LIFO inventory relating
to the APB 16 acquisition adjustment, $1.0 million for allowance for inventory and $3.7 million for
the write down of fixed assets. During the fourth quarter of fiscal 2007, current market data
indicated the fixed assets for Clayton Marcus and Pennsylvania House were recorded above fair
value, which resulted in an additional $1.3 million impairment of their fixed assets.
During the second quarter of fiscal 2008, we completed the sale of our Clayton Marcus operating
unit and we completed the sale of our Pennsylvania House trade name. The stock of Clayton Marcus
was sold to Rowe Fine Furniture, Incorporated and resulted in a loss
of about $5.8 million ($3.6 million net of taxes), of
which about $3.4 million related to the intangible assets of Clayton Marcus. The Pennsylvania
House trade name was sold to Universal Furniture for $1.7 million resulting in a pre-tax charge of
about $0.6 million ($0.4 million net of taxes). We are in the process of liquidating the remaining Pennsylvania House
inventory at discounted prices, and as a result have recorded an additional loss of $3.0 million to
write the inventory down to fair value.
On April 27, 2007, we completed the sale of our Sam Moore operating unit, an upholstered chair
manufacturer. We sold the business for $9.9 million, consisting of $9.5 million in cash and a
receivable of $0.4 million, recognizing a loss in the fourth quarter of $0.3 million. The
receivable was subsequently collected in the first quarter of fiscal 2008.
During the first quarter of fiscal 2007, we completed the sale of our American of Martinsville
operating unit, which supplied contract furniture to the hospitality, assisted-living and
governmental markets. This operating unit was not a strategic fit with our current business model,
which is centered on providing comfortable and stylish furnishings for the home, and was not a
large enough component of our overall business (about 5% of sales) to justify our continued
corporate focus and resources. We sold the business for $33.2 million, recognizing a pre-tax gain
in the first quarter of $2.1 million. This disposition qualified as discontinued
16
operations.
Accordingly, our Consolidated Statement of Operations for the prior year has been reclassified to
reflect the results of operations of this divested business as discontinued operations with taxes
allocated based on the operating units estimated effective tax rate and no corporate expenses or
interest allocated. The business unit was previously included in the Casegoods Group, which was
reclassified to reflect the discontinued operations.
For Clayton Marcus and Pennsylvania House, the assets and liabilities have been reclassified as
assets and liabilities of discontinued operations. For the quarter ended October 27, 2007, the
assets and liabilities mainly reflect the remaining accounts of Pennsylvania House, most of which
will be liquidated or paid during our third fiscal quarter of 2008:
|
|
|
|
|
|
|
|
|
(Amounts in thousands) |
|
10/27/07 |
|
|
4/28/07 |
|
Assets of discontinued operations: |
|
|
|
|
|
|
|
|
Receivables, net |
|
$ |
2,038 |
|
|
$ |
7,140 |
|
Inventories, net |
|
|
1,596 |
|
|
|
10,978 |
|
Trade names |
|
|
|
|
|
|
5,740 |
|
Other assets |
|
|
|
|
|
|
420 |
|
|
|
|
|
|
|
|
|
|
$ |
3,634 |
|
|
$ |
24,278 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities of discontinued operations: |
|
|
|
|
|
|
|
|
Accounts payable |
|
$ |
84 |
|
|
$ |
1,591 |
|
Accrued expenses |
|
|
1,298 |
|
|
|
2,057 |
|
Non-current liabilities |
|
|
282 |
|
|
|
195 |
|
|
|
|
|
|
|
|
|
|
$ |
1,664 |
|
|
$ |
3,843 |
|
|
|
|
|
|
|
|
The results of the discontinued operations for Clayton Marcus and Pennsylvania House for the second
quarter ended fiscal 2008 and for Sam Moore, Clayton Marcus, Pennsylvania House, and American of
Martinsville for the second quarter ended fiscal 2007 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Second Quarter Ended |
|
Six Months Ended |
(Amounts in thousands) |
|
10/27/07 |
|
10/28/06 |
|
10/27/07 |
|
10/28/06 |
Net sales |
|
$ |
10,323 |
|
|
$ |
26,910 |
|
|
$ |
21,058 |
|
|
$ |
76,309 |
|
Loss from discontinued operations, net of tax |
|
$ |
(2,292 |
) |
|
$ |
(1,342 |
) |
|
$ |
(2,444 |
) |
|
$ |
(1,419 |
) |
Gain (loss) on sale of discontinued
operations, net of tax |
|
$ |
(3,990 |
) |
|
$ |
|
|
|
$ |
(3,990 |
) |
|
$ |
1,280 |
|
In the Consolidated Statement of Cash Flows, the cash flows of discontinued operations were not
reclassified for fiscal 2008 and fiscal 2007. The assets and liabilities of these operating units
were not reclassified for second quarter of fiscal 2007. They are reported in the respective
categories of the Consolidated Balance Sheet and Statement of Cash Flows along with those of our
continuing operations.
17
Note 15: Earnings per Share
Basic earnings per share is computed using the weighted average number of shares outstanding during
the period. Diluted net income per share uses the weighted average number of shares outstanding
during the period plus the additional common shares that would be outstanding if the dilutive
potential common shares issuable under employee stock options were issued. A reconciliation of
basic and diluted weighted average common shares outstanding follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Second Quarter |
|
Six Months |
|
|
Ended |
|
Ended |
(Amounts in thousands) |
|
10/27/07 |
|
10/28/06 |
|
10/27/07 |
|
10/28/06 |
Weighted average common shares outstanding (basic)
|
|
|
51,410 |
|
|
|
51,373 |
|
|
|
51,395 |
|
|
|
51,580 |
|
Effect of options and unvested restricted stock
|
|
|
|
|
|
|
266 |
|
|
|
|
|
|
|
226 |
|
|
|
|
Weighted average common shares outstanding
(diluted)
|
|
|
51,410 |
|
|
|
51,639 |
|
|
|
51,395 |
|
|
|
51,806 |
|
|
|
|
The weighted average common shares outstanding (diluted) at October 27, 2007 excludes the effect of
options to purchase 0.2 million shares because the net loss in the second quarter and first six
months of fiscal 2008 would cause the effect of options to be anti-dilutive.
The effect of additional options to purchase 2.7 million and 1.1 million shares for the quarters
ended October 27, 2007 and October 28, 2006 with a weighted average exercise price of $15.52 and
$20.10 respectively, were excluded from the diluted share calculation because the exercise prices
of these options were higher than the weighted average share price for the quarters and would have
been anti-dilutive.
18
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Our Managements Discussion and Analysis is an integral part of understanding our financial
results. This Managements Discussion and Analysis should be read in conjunction with the
accompanying Consolidated Financial Statements and related Notes to Consolidated Financial
Statements. We begin the Managements Discussion and Analysis with an introduction to La-Z-Boy
Incorporateds key businesses, strategies and significant operational events in fiscal 2008. We
then provide a discussion of our results of operations, liquidity and capital resources,
quantitative and qualitative disclosures about market risk, and critical accounting policies.
Cautionary Statement Concerning Forward-Looking Statements
We are making forward-looking statements in this report. Generally, forward-looking statements
include information concerning possible or assumed future actions, events or results of operations.
More specifically, forward-looking statements include the information in this document regarding:
|
|
|
future income, margins and cash flows
|
|
future economic performance |
future growth
|
|
industry and importing trends |
adequacy and cost of financial resources
|
|
management plans |
Forward-looking statements also include those preceded or followed by the words anticipates,
believes, estimates, hopes, plans, intends and expects or similar expressions. With
respect to all forward-looking statements, we claim the protection of the safe harbor for
forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.
Actual results could differ materially from those anticipated or projected due to a number of
factors. These factors include, but are not limited to: (a) changes in consumer confidence; (b)
changes in demographics; (c) changes in housing sales; (d) the impact of terrorism or war; (e)
continued energy price changes; (f) the impact of logistics on imports; (g) the impact of interest
rate changes; (h) changes in currency exchange rates; (i) competitive factors; (j) operating
factors, such as supply, labor or distribution disruptions including changes in operating
conditions or costs; (k) effects of restructuring actions; (l) changes in the domestic or
international regulatory environment; (m) ability to implement global sourcing organization
strategies; (n) fair value changes to our intangible assets due to actual results differing from
projected; (o) the impact of adopting new accounting principles; (p) the impact from natural events
such as hurricanes, earthquakes and tornadoes; (q) the impact of retail store relocation costs, the
success of new stores or the timing of converting stores to the New Generation format; (r) the
ability to procure fabric rolls or cut and sewn fabric sets domestically or abroad; (s) the ability
to sell the remaining assets of our discontinued operations for their recorded fair value; (t)
those matters discussed under Risk Factors in our most recent Annual Report of Form 10-K and
subsequent Quarterly Reports on Form 10-Q and factors relating to acquisitions and other factors
identified from time to time in our reports filed with the Securities and Exchange Commission. We
undertake no obligation to update or revise any forward-looking statements, either to reflect new
developments or for any other reason.
INTRODUCTION
Our Business
La-Z-Boy Incorporated manufactures, markets, imports, distributes and retails upholstery products
and casegoods (wood) furniture products. Our La-Z-Boy brand is the most recognized brand in the
furniture industry, and we are the leading global producer of reclining chairs. We own 70 La-Z-Boy
Furniture Galleries® stores, which are retail locations dedicated to marketing our La-Z-Boy branded
product. These 70 stores are part of the larger network of La-Z-Boy Furniture Galleries® stores,
which includes a total of 338 stores, the balance
19
of which are independently owned and operated.
The network constitutes the industrys largest single-branded
upholstered furniture retailer in North America. These stores combine the style, comfort and
quality of La-Z-Boy furniture with our in-home design service to help consumers furnish certain
rooms in their homes.
In addition to our company-owned stores, we consolidate certain of our independent dealers who did
not have sufficient equity to carry out their principal business activities without our financial
support. These dealers are referred to as Variable Interest Entities (VIEs). During the second
quarter of fiscal 2007 we had four VIEs, operating 28 stores, consolidated into our Statement of
Operations. During the fiscal 2008 second quarter, we had four VIEs, operating 30 stores, in our
Consolidated Statement of Operations.
Our reportable operating segments are the Upholstery Group, the Casegoods Group and the Retail
Group. Below is a chart that shows the organizational structure of La-Z-Boy segments.
In terms of revenue, our largest segment is the Upholstery Group, which includes La-Z-Boy, our
largest operating unit. We import cut and sewn fabric kits to complement our leather kits that
allow us to take full advantage of both the cost-saving opportunities presented in Asia and the
speed to market advantages of a United States manufacturing base. The Upholstery Group sells
furniture mainly to La-Z-Boy Furniture Galleries® stores, general dealers and department stores.
Our Casegoods Group today is primarily an importer, marketer and distributor of casegoods (wood)
furniture as well as operates two manufacturing facilities in North Carolina. In order to compete
globally, we have significantly changed the cost structure from fixed to highly variable.
The Retail Group consists of 70 company-owned La-Z-Boy Furniture Galleries® stores in eight markets
ranging from the Midwest to the East Coast of the United States and also including southeastern
Florida.
According to the May, 2007 Top 100 ranking by Furniture Today, an industry trade publication, the
La-Z-Boy Furniture Galleries® stores network ranks as the largest retailer of upholstered
single-brand furniture in the U.S. One of our major strategic initiatives is to expand the retail
opportunities of the La-Z-Boy brand name in the United States and Canada by opening new stores,
relocating stores to better locations and converting existing stores to our New Generation store
format. Slightly more than half of the 338 stores in the networkthe majority of which are
independently ownedare concentrated in the top 25 markets in the U.S. We will attempt to increase
our market penetration over the next few years in the top 25 markets, allowing our dealers and
company-owned stores to create operating efficiencies, particularly in the areas of advertising,
distribution and
20
administration. Additionally, we have an extensive La-Z-Boy in-store gallery
program with 215 in-store galleries. During the first quarter, we began rolling out a new model for
our in-store galleries referred to as our
Comfort Studios. Comfort Studios are less expensive than the current in-store gallery model and
provide a better presentation to our consumer. During the second quarter of fiscal 2008 we opened
117 Comfort Studios, and we expect to open 173 Comfort Studios during the remainder of fiscal 2008.
Kincaid, England and Lea also have in-store gallery programs. The chart below shows the current
structure of the La-Z-Boy Furniture Galleries® store network.
Highlights of Our Current Quarter
All of our segments experienced a degradation in sales resulting from the weak consumer demand. We
continue to aggressively focus on advertising and merchandising of our product in an attempt to
reverse this trend. In addition, we have focused on cutting costs and will continue to do so as
needed to keep our expenses in line with revenue.
For the remainder of fiscal 2008, we plan to continue to take the following actions to grow sales
and improve the operating results for the Retail Group as well as to take advantage of synergies
between the company-owned markets:
|
|
|
Centralize certain of our advertising and marketing functions, and take advantage of the
efficiencies gained as we continue the warehouse consolidation we began during the second
quarter of fiscal 2007. |
|
|
|
Continue to consolidate information systems and eliminate redundant processes. We are
currently in the process of consolidating our information systems into one system and
expect to complete this process by the end of this fiscal year. |
|
|
|
|
Expand our in-home design service, which has increased the average sale per customer
where employed. Currently, 71% of our company-owned locations have this service available. |
|
|
|
|
Improve our gross margins based on better merchandising and pricing of product and
services.
|
21
During the second quarter of fiscal 2008, we evaluated the goodwill at our South Florida retail
market as a result of a decision to delay our planned store openings in this market. These delays
are the result of a slow housing market causing double-digit declines in sales in the market over
the past twelve months. We
recognized a $5.8 million impairment charge for the full amount of goodwill of this retail market
in the second quarter of fiscal 2008.
Certain of our debt agreements require that certain financial covenants be met. As of the end of
the second quarter, we were not in compliance with the fixed charge coverage ratio requirements
under our revolving credit facility. We obtained an amendment to our fixed charge coverage ratio
from our revolving credit facility lenders, dated November 6, 2007, to amend the ratio for our
quarter ended October 27, 2007 so that we were in compliance. Although we were in compliance with
our other debt covenants, we believe that we will not be in compliance with the fixed charge
coverage ratio requirements relating to both our revolving credit facility and private placement
notes as of the end of the third quarter, and therefore we have engaged our lead bank to begin
structuring a new secured credit facility. We had no unamortized debt issue costs as of the end of
the second quarter of fiscal 2008.
We believe that by the end of our fiscal 2008 third quarter, we will be successful in negotiating a
long-term credit facility, which we will utilize to pay off our private placement notes. There can
be no assurance that an agreement can be reached; however, we consider this scenario unlikely. If
an agreement cannot be reached and the lenders were to exercise their right to accelerate the
maturity of their notes, this could result in an adverse effect on us unless the lenders were to
agree to forbearance or restructuring of the debt. For more information about the risks and
anticipated costs associated with our financing plans, see Liquidity and Capital Resources.
During the second quarter of fiscal 2008, we completed the sale of our Clayton Marcus operating
unit and the sale of our Pennsylvania House trade name. The stock of Clayton Marcus was sold to
Rowe Fine Furniture, Incorporated for $2.9 million, resulting in a pre-tax loss of about $5.8
million, of which about $3.4 million related to the intangible assets of Clayton Marcus. The
Pennsylvania House trade name was sold to Universal Furniture for $1.7 million, resulting in a
pre-tax charge of about $0.6 million. We are in the process of liquidating the remaining
Pennsylvania House inventory at discounted prices, and as a result have recorded an additional
pre-tax loss of $3.0 million to adjust the inventory to fair value.
22
Results of Operations
Analysis of Operations: Quarter Ended October 27, 2007
(Second Quarter 2008 compared with 2007)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended |
|
Percent |
(Amounts in thousands, except per share amounts and percentages) |
|
10/27/07 |
|
10/28/06 |
|
change |
Upholstery sales |
|
$ |
269,749 |
|
|
$ |
304,598 |
|
|
|
-11.4 |
% |
Casegoods sales |
|
|
58,892 |
|
|
|
74,164 |
|
|
|
-20.6 |
% |
Retail sales |
|
|
46,163 |
|
|
|
52,485 |
|
|
|
-12.0 |
% |
Other/eliminations* |
|
|
(9,370 |
) |
|
|
(16,633 |
) |
|
|
43.7 |
% |
Consolidated sales |
|
$ |
365,434 |
|
|
$ |
414,614 |
|
|
|
-11.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated gross profit |
|
$ |
98,258 |
|
|
$ |
108,663 |
|
|
|
-9.6 |
% |
Consolidated gross margin |
|
|
26.9 |
% |
|
|
26.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated S,G&A |
|
$ |
98,098 |
|
|
$ |
99,887 |
|
|
|
-1.8 |
% |
S,G&A as a percent of sales |
|
|
26.8 |
% |
|
|
24.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Upholstery operating income |
|
$ |
19,036 |
|
|
$ |
20,162 |
|
|
|
-5.6 |
% |
Casegoods operating income |
|
|
3,577 |
|
|
|
6,200 |
|
|
|
-42.3 |
% |
Retail operating loss |
|
|
(9,119 |
) |
|
|
(8,769 |
) |
|
|
-4.0 |
% |
Corporate and other |
|
|
(12,816 |
) |
|
|
(9,217 |
) |
|
|
-39.0 |
% |
Intangible write-down |
|
|
(5,809 |
) |
|
|
|
|
|
|
N/M |
|
Restructuring |
|
|
(967 |
) |
|
|
(1,865 |
) |
|
|
48.2 |
% |
Consolidated operating income (loss) |
|
$ |
(6,098 |
) |
|
$ |
6,511 |
|
|
|
-193.7 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Upholstery operating margin |
|
|
7.1 |
% |
|
|
6.6 |
% |
|
|
|
|
Casegoods operating margin |
|
|
6.1 |
% |
|
|
8.4 |
% |
|
|
|
|
Retail operating margin |
|
|
-19.8 |
% |
|
|
-16.7 |
% |
|
|
|
|
Consolidated operating margin |
|
|
-1.7 |
% |
|
|
1.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations |
|
$ |
(3,652 |
) |
|
$ |
3,296 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted income (loss) per share from continuing operations |
|
$ |
(0.07 |
) |
|
$ |
0.06 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from discontinued operations |
|
$ |
(6,282 |
) |
|
$ |
(1,342 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted loss per share from discontinued operations |
|
$ |
(0.12 |
) |
|
$ |
(0.02 |
) |
|
|
|
|
|
|
|
* |
|
Includes sales from our VIEs. |
|
|
|
N/M = Not Meaningful |
23
Sales
Consolidated sales were down 11.9% when compared with second quarter of fiscal 2007. Our
Upholstery, Casegoods and Retail Group sales decreased, while our VIEs sales increased.
Upholstery Group sales were down 11.4% compared with the second quarter of fiscal 2007. Sales price
increases resulted in a 2.3% increase in sales; however this was offset by a decrease in sales
volume due to an overall weak consumer demand.
Our Casegoods Group sales decreased 20.6% compared with the second quarter of fiscal 2007. Sales
price increases resulted in a 1.0% increase in sales; however, this was offset by a decrease in
sales volume which occurred across all of our Casegoods operating units due to weak consumer
demand.
Retail Group sales decreased 12.0% when compared with the second quarter of fiscal 2007. About 8%
of this decline was the result of exiting the Pittsburgh, Pennsylvania and Rochester, New York
markets in the second half of fiscal 2007; however, we added 10 stores in our remaining markets
during the past twelve months but have not realized our anticipated additional sales in these
remaining markets. The decrease in sales was related to the negative effect that housing sales
declines have had on the home furnishings market and the weak consumer demand.
Intercompany sales eliminations and sales of VIEs increased $7.3 million, net, during the second
quarter of fiscal 2008 when compared with the second quarter of fiscal 2007. The majority of this
increase was attributable to a $5.3 million decrease in intercompany sales eliminations. The
reduction of intercompany sales eliminations was a result of a decrease in same store sales to
company-owned stores due to the weak consumer demand. Sales of our VIEs increased in the second
quarter of fiscal 2008 compared to the second quarter of fiscal 2007 as the result of having 2
additional stores in fiscal 2008.
Gross Margin
Gross margin increased 0.7 percentage points in the second quarter of fiscal 2008 in comparison to
the second quarter of fiscal 2007. Our sales price increases impacted our gross margin by 2.1
percentage points thus increasing the margin on our La-Z-Boy branded product; however, most of our
other operating units experienced lower gross margins due to the decline in volume. Restructuring
expense in the second quarter of fiscal 2008 decreased our gross margin by 0.1 percentage points.
Restructuring expense in the second quarter of fiscal 2007 increased the gross margin by 0.1
percentage points due to a gain on the sale of a property held for sale as a result of a previous
restructuring.
Selling, General and Administrative Expenses
Selling, general and administrative expenses (S,G&A) were down slightly in dollars when compared to
the prior years second quarter, but as a percent of sales increased 2.7 percentage points. The
higher level of S,G&A as a percent of sales was mainly attributable to:
|
|
|
In the second quarter of fiscal 2007, we recognized a gain of $2.6 million relating to
the sale of several properties which was not repeated in fiscal 2008. |
|
|
|
|
In the second quarter of fiscal 2007, we reduced our warranty reserve by $1.5 million
due to a trend of lower warranty costs incurred beyond one year after the sale of the
product. Our current trends show that a majority of our claims were from product sold in
the past twelve months thus reducing our |
24
|
|
|
liability, along with changes in estimated amounts
required for currently known warranty issues. This adjustment was not repeated in fiscal
2008. |
|
|
|
|
During the second quarter of fiscal 2008, we continued to have consulting costs related
to our strategic planning for retail excellence and other company initiatives. These costs
were about $1.3 million greater in the second quarter of fiscal 2008 when compared to the
second quarter of fiscal 2007. We expect this activity to come to a close during the 2008
third quarter. |
Offsetting these increases, we have focused on cost containment efforts and taking cost out of the business,
which have reduced S,G&A in commissions, advertising and other variable costs.
Restructuring
Restructuring costs totaled $1.0 million for the second quarter of fiscal 2008 as compared with
$1.9 million of restructuring expense in the second quarter of fiscal 2007. The restructuring costs
in fiscal 2008 related to our closure of several manufacturing facilities, consolidation of retail
warehouses and closure of underperforming retail stores. These costs were comprised mainly of
fixed asset impairments and lease termination, severance and other restructuring costs. Of the
$1.0 million in restructuring costs during the second quarter of fiscal 2008, $0.5 million was
classified in Cost of Goods Sold. This expense relating to the closure of several manufacturing
facilities was partially offset by a gain on the sale of a property held for sale relating to a
previous restructuring. The remaining restructuring costs of $0.5 million were reclassified as an
operating expense line item below S,G&A related to Retail operations.
Intangible Write-down
During the second quarter of fiscal 2008, we evaluated the goodwill at our South Florida retail
market as a result of a decision to delay our planned store openings in this market. This delay
was the result of a slow housing market causing double-digit declines in sales in the market over
the past twelve months. We recognized a $5.8 million impairment charge for the full amount of
goodwill of this retail market in the second quarter of fiscal 2008.
Operating Margin
Our consolidated operating margin was (1.7)% for the second quarter of fiscal 2008 and included 1.6
percentage points for the impairment of goodwill and 0.3 percentage points for restructuring costs.
Operating margin for the second quarter of fiscal 2007 was 1.6% and included 0.4 percentage points
of restructuring charges offset by a 0.6 percentage point gain on sales of properties. While we
have increased our gross margin as compared to the second quarter of fiscal 2007, our S,G&A
expenses have only decreased slightly. With the significant decline in sales as compared to the
second quarter of fiscal 2007, we have been unable to absorb the fixed S,G&A expenses to maintain
our operating margin.
The Upholstery Group operating margin increased 0.5 percentage points for the second quarter of
fiscal 2008 when compared with the prior year. Our higher gross margins in the second quarter of
fiscal 2008 as compared to the prior year somewhat offset the impact of our fixed S,G&A costs to
increase our operating margin. Selling price increases accounted for a 2.6 percentage point
increase in our operating margin over the prior year. Additionally, the prior year operating
margin included a 0.4 percentage point favorable impact relating to warranty adjustments. This
reduction in our warranty reserve was the result of a trend of lower aggregate warranty costs
incurred beyond one year after the sale of the product.
25
Our Casegoods Group operating margin decreased 2.3 percentage points during the second quarter of
fiscal 2008 versus the second quarter of fiscal 2007. With the continued decline in sales volume,
we were not able to absorb our fixed costs to maintain our operating margin.
Our Retail Group operating margin decreased by 3.1 percentage points during the second quarter of
fiscal 2008 in comparison to the second quarter of fiscal 2007. As we continued to convert,
relocate or build new stores in our Retail markets and our net sales continued to decline in light
of the weak furniture retail environment, we were not able to absorb our fixed costs. We have
completed the consolidation of our warehouses in the northeast, have increased our Retail gross
margins and eliminated duplicate jobs as we have consolidated functions throughout the
organization, but will need to increase sales volumes to realize those savings in our Retail
operating margins. Over the next two quarters, we believe that the consolidation of the remaining
warehouses in Retail will be complete.
Corporate and Other operating loss increased $3.6 million during the second quarter of fiscal 2008
when compared with the second quarter of fiscal 2007. During the second quarter of fiscal 2007, we
recognized a gain of $2.6 million relating to the sale of several properties which was not repeated
in fiscal 2008. Additionally, during the second quarter of fiscal 2008, we continued a retail test
marketing program at the corporate level, which increased our expense
by $0.8 million.
Interest Expense
Interest expense for the second quarter of fiscal 2008 was less than the second quarter of fiscal
2007 due to a $34.6 million decrease in our average debt.
Income Tax Expense
Our effective tax rate was 46.6% in the second quarter of fiscal 2008 compared to 37.2% in second
quarter of fiscal 2007. In fiscal 2008, our expected tax rate was impacted by several discrete
items, the most significant being the reversal of $0.9 million of valuation allowance related to a portion of net operating loss
carryforward benefits of our European joint venture.
Discontinued Operations
During the second quarter of fiscal 2008, our discontinued operations recognized a loss of $6.3
million after tax. During the quarter, we completed the sale of our Clayton Marcus operating unit
and we completed the sale of our Pennsylvania House trade name. The stock of Clayton Marcus was
sold to Rowe Fine Furniture, Incorporated, resulting in a loss of about $5.8 million or $3.6
million after tax. Of this loss, about $3.4 million pre-tax related to the intangible assets of
Clayton Marcus. The Pennsylvania House trade name was sold to Universal Furniture for $1.7
million, resulting in a pre-tax charge of about $0.6 million. We are in the process of liquidating
the remaining inventory at discounted prices, and as a result have recorded an additional loss of
$3.0 million to adjust the inventory to fair value. During the second quarter of fiscal 2007, our
discontinued operations recognized a loss of $1.3 million from operations.
26
Results of Operations
Analysis of Operations: Six Months Ended October 27, 2007
(First Six Months of 2008 compared with 2007)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended |
|
Percent |
(Amounts in thousands, except per share amounts and percentages) |
|
10/27/07 |
|
10/28/06 |
|
change |
Upholstery sales |
|
$ |
524,506 |
|
|
$ |
599,995 |
|
|
|
-12.6 |
% |
Casegoods sales |
|
|
112,466 |
|
|
|
135,190 |
|
|
|
-16.8 |
% |
Retail sales |
|
|
91,394 |
|
|
|
104,689 |
|
|
|
-12.7 |
% |
Other/eliminations* |
|
|
(18,536 |
) |
|
|
(31,337 |
) |
|
|
40.8 |
% |
Consolidated sales |
|
$ |
709,830 |
|
|
$ |
808,537 |
|
|
|
-12.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated gross profit |
|
$ |
180,950 |
|
|
$ |
206,578 |
|
|
|
-12.4 |
% |
Consolidated gross margin |
|
|
25.5 |
% |
|
|
25.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated S,G&A |
|
$ |
192,606 |
|
|
$ |
194,570 |
|
|
|
-1.0 |
% |
S,G&A as a percent of sales |
|
|
27.1 |
% |
|
|
24.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Upholstery operating income |
|
$ |
27,903 |
|
|
$ |
37,787 |
|
|
|
-26.2 |
% |
Casegoods operating income |
|
|
6,177 |
|
|
|
9,442 |
|
|
|
-34.6 |
% |
Retail operating loss |
|
|
(19,193 |
) |
|
|
(16,484 |
) |
|
|
-16.4 |
% |
Corporate and other |
|
|
(23,464 |
) |
|
|
(19,137 |
) |
|
|
-22.6 |
% |
Intangible write-down |
|
|
(5,809 |
) |
|
|
|
|
|
|
|
|
Restructuring |
|
|
(4,648 |
) |
|
|
(1,865 |
) |
|
|
-149.2 |
% |
Consolidated operating income (loss) |
|
$ |
(19,034 |
) |
|
$ |
9,743 |
|
|
|
-295.4 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Upholstery operating margin |
|
|
5.3 |
% |
|
|
6.3 |
% |
|
|
|
|
Casegoods operating margin |
|
|
5.5 |
% |
|
|
7.0 |
% |
|
|
|
|
Retail operating margin |
|
|
-21.0 |
% |
|
|
-15.7 |
% |
|
|
|
|
Consolidated operating margin |
|
|
-2.7 |
% |
|
|
1.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations |
|
$ |
(12,194 |
) |
|
$ |
4,388 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted income (loss) per share from continuing operations |
|
$ |
(0.24 |
) |
|
$ |
0.08 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from discontinued operations |
|
$ |
(6,434 |
) |
|
$ |
(139 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted income (loss) per share from discontinued operations |
|
$ |
(0.12 |
) |
|
|
|
|
|
|
|
|
|
|
|
* |
|
Includes sales from our VIEs. |
27
Sales
Consolidated sales were down 12.2% compared to the first six months of fiscal 2007 due in large
part to a weak retail environment attributable to weak consumer demand.
Upholstery Group sales decreased 12.6% compared to the first six months of fiscal 2007. The
Upholstery Group benefited by a 1.9% sales increase due to sales price increases; however, this
increase in sales was offset by the decline in sales volume due to an overall weak consumer demand.
Our Casegoods Group sales decreased 16.8% compared to the prior year first six months. The
decrease in sales occurred across all of our Casegoods operating units and was mainly due to the
weak consumer demand.
Retail Group sales decreased 12.7% when compared to the first half of fiscal 2007. About 7% of
this decrease was the result of exiting the Pittsburgh, Pennsylvania and Rochester, New York
markets in the second half of fiscal 2007; however, we added 10 stores in the past twelve months
but have not realized our anticipated additional sales in these remaining markets. The remaining
decrease in sales was related to the negative effect of housing sales declines impacting the home
furnishings market and the weak consumer demand.
The net total of intercompany sales eliminations and sales to VIEs increased $12.8 million during
the first six months of fiscal 2008 when compared to the first six months of fiscal 2007. The
majority of this increase was attributable to a decrease in intercompany sales eliminations
resulting from a decrease in same store sales to company-owned stores due to the weak consumer
demand.
Gross Margin
Gross margin for the first six months of fiscal 2008 was flat in comparison to the prior year
margin. Sales price increases positively affected our gross margin by 1.6 percentage points;
however, this increase was offset by the lower sales volume. The first six months of fiscal 2008
were impacted by restructuring charges totaling $3.1 million relating to the closure of several
manufacturing facilities. The first six months of 2007 were impacted by a restructuring gain of
$0.4 million.
Selling, General and Administrative Expenses
Selling, general and administrative expenses (S,G&A) were down slightly in dollar amount but
increased as a percent of sales in fiscal 2008 compared to the prior year.
|
|
|
In the first six months of fiscal 2007, we recognized a gain of $2.6 million relating to
the sale of several properties which was not repeated in fiscal 2008. |
|
|
|
|
In the first six months of fiscal 2007, we reduced our warranty reserve by $2.3 million
due to a trend of lower warranty costs incurred beyond one year after the sale of the
product. Our current trends show that a majority of our claims were from product sold in
the past twelve months thus reducing our liability, along with changes in estimated amounts
required for currently known warranty issues. This adjustment was not repeated in fiscal
2008. |
|
|
|
|
The remaining increase as a percent of sales was a result of a reduction in sales volume
during the first six months, when compared to the high fixed costs associated with the business,
especially as it relates to our Retail operations. |
28
Restructuring
Restructuring costs totaled $4.6 million for the first half of fiscal 2008 as compared with $1.9
million of restructuring expense in the first half of fiscal 2007. The restructuring costs in
fiscal 2008 related to our closure of several manufacturing facilities, consolidation of retail
warehouses and the closure of underperforming retail stores. These costs were comprised mainly of
fixed asset impairments and lease termination, severance and other restructuring costs. Of the
$4.6 million in restructuring costs during the first half of fiscal 2008, $3.1 million was
classified in Cost of Goods Sold. This expense relating to the closure of several manufacturing
facilities was partially offset by a gain on the sale of a property held for sale relating to a
previous restructuring. The remaining restructuring costs of $1.6 million were reclassified as an
operating expense line item below S,G&A related to Retail operations. Of the restructuring costs
in fiscal 2007, a gain of $0.4 million was recognized in cost of sales relating to the sale of a
property held as part of a previous restructuring. The remaining cost of $2.3 million related to
the consolidation of our retail warehouses and the closure of certain of our retail facilities.
Operating Margin
Our consolidated operating margin was (2.7)% for the first six months of fiscal 2008 and included
0.8 percentage points for our intangible write-down and 0.7 percentage points of restructuring
charges. Operating margin for the prior year six months was 1.2% and included 0.2 percentage points
of restructuring charges.
The Upholstery Group operating margin decreased 1.0 percentage points for the first six months of
fiscal 2008 over the prior year. Our sales price increases impacted our gross margin by 2.1
percentage points thus increasing the margin on our La-Z-Boy branded product; however, most of our
other operating units experienced lower gross margins due to the decline in volume.
Our Casegoods Group operating margin decreased 1.5 percentage points during the first half of
fiscal 2008 versus the first half of fiscal 2007. With the 16.8% decline in sales volume, we were
unable to absorb some of our fixed costs creating a degradation in our margin.
Our Retail Group operating margin decreased by 5.3 percentage points during the first six months of
fiscal 2008 in comparison to the first six months of fiscal 2007. As we continued to convert,
relocate or build new stores in our Retail markets and our net sales continued to decline in light
of the weak furniture retail environment, we were not able to absorb our fixed costs. We have
completed the consolidation of our warehouses in the northeast, have increased our Retail gross
margins and eliminated duplicate jobs as we have consolidated functions throughout the
organization, but will need to increase sales volumes to realize those savings in our Retail
operating margins. Over the next quarter, we believe that the consolidation of the remaining
warehouses in Retail will be complete.
Corporate and Other operating loss increased $4.3 million during the first six months of fiscal
2008 when compared to the first six months of fiscal 2007. Gains recognized in S,G&A in the prior
year on long-lived assets that we sold were $2.6 million higher than the same period of the current
year. Additionally, during the first half of fiscal 2008, we continued a retail test marketing
program which increased our expenses by $2.5 million.
Interest Expense
Interest expense for the first half of fiscal 2008 was less than the first half of fiscal 2007.
The decrease in interest expense was due to our weighted average debt being down $31.5 million for
the first six months of the
29
current year when compared to the same period last year. This decrease was slightly offset by a
0.1 percentage point increase in our interest rate as most of our debt has fixed interest rates.
Other Income
Other income increased in the first six months of fiscal 2008 when compared with the first six
months of fiscal 2007 due to a decrease in realized foreign currency exchange losses, increased
royalty income and increased investment income.
Income Tax Expense
Our effective tax rate from continuing operations was 40.3% in the first six months of fiscal 2008
compared to 29.5% in fiscal 2007. The fiscal 2007 expected rate was reduced to reflect a change in
Canadian tax law that increased the carry-forward period for net operating losses from ten to 20
years. The fiscal 2008 expected tax rate was impacted by several discrete items, the most
significant being the reversal of $0.9 million of valuation allowance related to a portion of net operating loss
carryforward benefits of our European joint venture.
Discontinued Operations
During the first six months of fiscal 2008, our discontinued operations recognized a loss of $6.4
million after tax. During the second quarter, we completed the sale of our Clayton Marcus
operating unit and we completed the sale of our Pennsylvania House trade name. The stock of
Clayton Marcus was sold to Rowe Fine Furniture, Incorporated, resulting in a loss of about $5.8
million, of which about $3.4 million related to the intangible assets of Clayton Marcus. The
Pennsylvania House trade name was sold to Universal Furniture for $1.7 million, resulting in a
pre-tax charge of about $0.6 million. We are in the process of liquidating the remaining inventory
at discounted prices, and as a result have recorded an additional loss of $3.0 million to adjust
the inventory to fair value. During the first six months of fiscal 2007, our discontinued
operations recognized a loss of $0.1 million. Our gain on the sale of American of Martinsville of
$1.3 million after tax was offset by the operational losses of our remaining businesses held for
sale.
30
Liquidity and Capital Resources
Our total assets at the end of the second quarter of fiscal 2008 decreased $52.8 million compared
with the end of fiscal 2007. The majority of this decline was attributable to declines in assets
of our businesses held for sale, accounts receivable and cash.
Our sources of cash liquidity include cash and equivalents, cash from operations and amounts
available under credit facilities. These sources have been adequate for day-to-day operations,
dividends to shareholders and capital expenditures. We expect these sources of liquidity to
continue to be adequate for the foreseeable future. Capital expenditures for the first half of
fiscal 2008 were $15.6 million compared with $15.0 million during the first half of fiscal 2007.
During the first half of fiscal 2008 we exercised a $5.2 million option to purchase property, which
we subsequently sold and leased back. Similarly during the first half of fiscal 2007 we exercised
a $3.0 million option to purchase property, which we subsequently sold and leased back. There are
no material purchase commitments for capital expenditures, which are expected to be in the range of
$25 to $28 million in fiscal 2008 including the previously mentioned sale leaseback.
We have a committed bank credit facility of $100 million.
As part of an amendment to this
facility, borrowings are based on an asset-based formula. As of October 27, 2007, $48 million was available under this facility.
We are also allowed an additional $5.0 million from other sources.
Certain of our debt agreements require that certain financial covenants be met. As of the end of
the second quarter, we were not in compliance with the fixed charge coverage ratio requirement
under our revolving credit facility. We obtained an amendment to our fixed charge coverage ratio
from our revolving credit facility lenders, dated November 6, 2007, to amend the ratio for our
quarter ended October 27, 2007 so that we were in compliance. Although we were in compliance with
our other financial covenants, we believe that we will not be in compliance with the fixed charge
coverage ratio requirements relating to both our revolving credit facility and our private
placement notes as of the end of the third quarter, and therefore we have engaged our lead bank to
begin structuring a new secured credit facility. We had no unamortized debt issue costs as of the
end of the second quarter of fiscal 2008.
We believe that by the end of our fiscal 2008 third quarter, we will be successful in negotiating a
long-term credit facility, which we will utilize to pay off our private placement notes. There can
be no assurance that an agreement can be reached; however, we consider this scenario unlikely. If
an agreement cannot be reached and the lenders were to exercise their right to accelerate the
maturity of their notes, this could result in an adverse effect on us unless the lenders were to
agree to forbearance or restructuring of the debt.
In order to repay our private placement notes, we will be required
to pay a make-whole premium which is currently in
the range of $2.5 $3.0 million. We anticipate that the interest rate on the new debt, which is
expected to be collateralized by accounts receivable and inventory, will be greater than the
average interest rate for the private placement notes.
31
The following table illustrates the main components of our cash flows:
|
|
|
|
|
|
|
|
|
Cash Flows Provided From (Used For) |
|
Six Months Ended |
|
(Amounts in thousands) |
|
10/27/07 |
|
|
10/28/06 |
|
|
Operating activities |
|
|
|
|
|
|
|
|
Net income (loss), depreciation and deferred taxes |
|
$ |
(12,461 |
) |
|
$ |
11,372 |
|
Loss/(gain) on sales of discontinued operations (net of tax) |
|
|
3,990 |
|
|
|
(1,280 |
) |
Write-down of businesses held for sale |
|
|
2,159 |
|
|
|
|
|
Write-down of intangibles |
|
|
3,689 |
|
|
|
|
|
Restructuring |
|
|
4,648 |
|
|
|
1,865 |
|
Working capital and other |
|
|
(7,171 |
) |
|
|
(39,472 |
) |
|
|
|
|
|
|
|
Cash used for operating activities |
|
|
(5,146 |
) |
|
|
(27,515 |
) |
|
|
|
|
|
|
|
|
|
Investing activities |
|
|
(2,590 |
) |
|
|
42,547 |
|
|
|
|
|
|
|
|
|
|
Financing activities |
|
|
|
|
|
|
|
|
Repurchase of common stock |
|
|
|
|
|
|
(6,947 |
) |
Net decrease in debt |
|
|
(275 |
) |
|
|
(5 |
) |
Other financing activities |
|
|
(12,557 |
) |
|
|
(11,696 |
) |
|
|
|
|
|
|
|
Cash used for financing activities |
|
|
(12,832 |
) |
|
|
(18,648 |
) |
|
|
|
|
|
|
|
|
|
Exchange rate changes |
|
|
1,539 |
|
|
|
56 |
|
|
|
|
|
|
|
|
Net decrease in cash and equivalents |
|
$ |
(19,029 |
) |
|
$ |
(3,560 |
) |
|
|
|
|
|
|
|
Operating Activities
During the first half of fiscal 2008, net cash used for operating activities was $5.1 million,
compared with $27.5 million used for the first half of fiscal 2007. The decrease in 2008 operating
cash flows used was due mainly to cash provided by a reduction in inventory and receivables.
Discontinued operations did not have a significant impact on the cash provided by operating
activities for the second quarter of fiscal 2008 or fiscal 2007.
Investing Activities
During the first half of fiscal 2008, net cash used for investing activities was $2.6 million,
whereas $42.5 million was provided by investing activities during the first half of fiscal 2007.
During the first half of fiscal 2008, $6.4 million in proceeds was generated by a sale-leaseback
transaction we entered into with a third party. We exercised an option to purchase a property,
sold it to a third party and then subsequently leased it back. During the second quarter of fiscal
2008, $4.0 million of proceeds were received for the sale of Clayton Marcus and the sale of our
Pennsylvania House trade name. These proceeds were offset by our capital expenditures of $15.6
million during the first half of fiscal 2008. In the second quarter of fiscal 2007, $33.2 million
of proceeds were received for the sale of our operating unit American of Martinsville, along with
$25.0 million in proceeds for the sale of six properties, offset by $15.0 million of capital
expenditures.
32
Financing Activities
Our financing activities included borrowings and payments on our debt facilities, dividend
payments, issuances of stock and stock repurchases. We used $12.8 million of cash in financing
activities in the first six months of fiscal 2008 compared with $18.6 million of cash used in
financing activities during the first six months of fiscal 2007. In our first half of fiscal 2007,
we used $6.9 million to repurchase stock. Our discontinued operations did not have a material
impact on cash flows from financing activities for fiscal 2008 or 2007.
In the first quarter of fiscal 2008 we adopted FIN 48 and as a consequence, the balance sheet at
the end of the second quarter reflected a $7.8 million liability for uncertain income tax
positions. We reasonably expect that a portion of this liability will be settled within the next 12
months. This amount expected to be resolved within the next 12 months is comprised of gross
unrecognized tax benefits of $2.0 million and interest and penalties of $1.4 million, net of
deferred taxes of $1.0 million. The remaining balance, to the extent it is ever paid, will be paid
as tax audits are completed or settled.
There were no material changes to our contractual obligations table during the quarter.
Our debt-to-capitalization ratio was 24.7% at October 27, 2007, 23.5% at April 28, 2007, and 27.2%
at October 28, 2006.
Our Board of Directors has authorized the repurchase of company stock. As of October 27, 2007, 5.4
million additional shares could be purchased pursuant to this authorization. We did not purchase
any shares during the first half of fiscal 2008.
We have guaranteed various leases of dealers with proprietary stores. The total amount of these
guarantees is $15.5 million. Of this, $3.4 million will expire within one year, $4.5 million in one
to three years, $3.2 million in four to five years, and $4.4 million thereafter. In recent years,
we have increased our imports of casegoods product and leather and fabric for upholstery product.
At the end of the second quarter of fiscal 2008, we had $51.1 million in open purchase orders with
foreign casegoods, leather and fabric sources. Some of these open purchase orders are cancelable.
We are not required to make any contributions to our defined benefit plans; however, we may make
discretionary contributions.
Continuing compliance with existing federal, state and local statutes dealing with protection of
the environment is not expected to have a material effect upon our capital expenditures, earnings,
competitive position or liquidity.
Critical Accounting Policies
Our critical accounting policies are disclosed in our Form 10-K for the year ended April 28, 2007.
Restructuring
In the fourth quarter of fiscal 2007, we committed to a restructuring plan which included the
closures of our Lincolnton, North Carolina and Iuka, Mississippi upholstery manufacturing
facilities, the closure of our rough mill lumber operation in North Wilkesboro, North Carolina, the
consolidation of operations at our Kincaid Taylorsville, North Carolina upholstery operation and
the elimination of a number of positions throughout the remainder of the organization. The
Lincolnton and Iuka facility closures occurred in the first quarter of fiscal 2008 and impacted
approximately 250 and 150 employees, respectively. The closure of our North Wilkesboro
33
lumber
operation, the consolidation of operations at Kincaids Taylorsville operation and the remaining
activities occurred in the fourth quarter of fiscal 2007 and impacted approximately 100 positions.
These decisions were made to help align our company with the current business environment and strengthen
our positioning going forward.
During the second quarter and first half of fiscal 2008, we recorded pre-tax restructuring charges
in Cost of Sales of $0.5 million and $3.1 million, respectively which equates to $0.01 and $0.04
per diluted share, respectively, covering severance and benefits and other restructuring costs.
During fiscal 2007, we recorded pre-tax restructuring charges of $4.3 million or $0.05 per diluted
share covering severance and benefits, write-down of certain fixed assets in addition to other
restructuring costs. Of these costs $4.0 million was reported as a component of Cost of Sales with
the remainder in Selling, General and Administrative. The write-down was accounted for in
accordance with SFAS No. 144. All other costs were accounted for in accordance with SFAS No. 146.
During fiscal 2007, several of our Retail warehouses were consolidated into larger facilities and
several underperforming stores were closed. Approximately 100 jobs were eliminated as a result of
these closures. During the second quarter and first half of fiscal 2008, we recorded pre-tax
restructuring charges of $0.4 million and $1.5 million, respectively, which equates to $0.01 and
$0.02 per diluted share, respectively, covering contract termination costs for the leases on these
facilities, severance and benefits, write-down of certain leasehold improvements in addition to
other relocation costs which were expensed as incurred. In fiscal 2007, we recorded pre-tax
restructuring charges of $7.3 million or $0.08 per diluted share covering contract termination
costs for the leases on these facilities, severance and benefits, write-down of certain leasehold
improvements in addition to other relocation costs which were expensed as incurred. These costs
were reported as a component of Selling, General and Administrative costs. The write-down was
accounted for in accordance with SFAS No. 144. All other costs were accounted for in accordance
with SFAS No. 146.
As of October 27, 2007, we had a remaining restructuring liability of $3.2 million which is
expected to be paid out or written off as follows: $2.2 million in fiscal 2008, $0.5 million in
fiscal 2009, $0.4 million in fiscal 2010 and $0.1 million thereafter. Contract terminations
resulting from the closure of several of our retail stores and warehouses resulted in our
restructuring liability being paid out over an extended length of time.
Regulatory Developments
The Continued Dumping and Subsidy Offset Act of 2000 (CDSOA) provides for distribution of monies
collected by U.S. Customs and Border Protection (CBP) from anti-dumping cases to domestic
producers that supported the anti-dumping petition. CBP has reported that approximately $57.4
million in preliminary CDSOA amounts were available as of April 30, 2007 for distribution to
eligible domestic manufacturers in connection with the case involving wooden bedroom furniture
imported from China. These funds are subject to adjustment. We have not received any CDSOA
payments during the first six months of fiscal 2008. In view of the uncertainties associated with
this program, we are unable to predict the amounts, if any, we may receive during the remainder of
calendar 2007 or thereafter under CDSOA. However, assuming CDSOA distributions continue, these
distributions could be material depending on the results of legal appeals and administrative
reviews and our actual percentage allocation.
34
Recent Accounting Pronouncements
FASB Statement of Financial Accounting Standards No. 157
The FASB issued Statement of Financial Accounting Standards No. 157, Fair Value Measurements (SFAS
No. 157). SFAS No. 157 clarifies the principle that fair value should be based on the assumptions
market participants would use when pricing an asset or liability and establishes a fair value
hierarchy that prioritizes the information used to develop those assumptions. This statement is
effective for financial statements issued for fiscal years beginning after November 15, 2007 and
interim periods within those fiscal years, with early adoption permitted.
We are currently in the process of determining the impact this pronouncement may have on our
financial statements.
FASB Statement of Financial Accounting Standards No. 159
The FASB issued Statement of Financial Accounting Standards No. 159, The Fair Value Option for
Financial Assets and Financial Liabilities (SFAS No. 159), which allows a company to choose to
measure selected financial assets and financial liabilities at fair value. Unrealized gains and
losses on items for which the fair value option has been elected are reported in earnings. SFAS No.
159 is effective for fiscal years beginning after November 15, 2007.
We are currently evaluating the impact SFAS No. 159 will have on our financial statements. This
statement will be effective for our fiscal 2009 year end.
Business Outlook
With the continued weak demand at retail for furniture, the decline in consumer confidence and the
overall uncertain economic environment, our previously reported guidance will not be attainable. Since
there are a number of unusual items in the first half of the year, the company feels that updated
guidance for the second half of the year would be more prudent at this time and would give
investors better perspective for the remainder of the year. At this point, we expect sales for the
second half of fiscal year 2008 to be down 4% to 8% and earnings per share to be in the range of
$0.06 to $0.14 per share compared with $0.30 per share from continuing operations in the second
half of 2007, which included an $0.11 per share charge for restructuring, a $0.14 per share gain on
property sales and $0.04 per share in income from anti-dumping monies. The 2008 estimate does not
include restructuring charges, potential income from anti-dumping monies, or any further effect
from discontinued operations.
35
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to market risk from changes in interest rates. Our exposure to interest rate risk
results from our lines of credit and our floating rate $100 million revolving credit facility under
which we had no borrowings at October 27, 2007. Management estimates that a one percentage point
change in interest rates would not have a material impact on our results of operations for fiscal
2008 based upon the current levels of exposed liabilities.
We are exposed to market risk from changes in the value of foreign currencies. Our exposure to
changes in the value of foreign currencies is reduced through our use of foreign currency forward
contracts from time to time. At October 27, 2007, we had an insignificant amount of foreign
exchange forward contracts outstanding. Substantially all of our imports purchased outside of North
America are denominated in U.S. dollars. However, a change in the value of Chinese currency could
be one of several factors that could inflate costs in the future. We believe that gains or losses
resulting from changes in the value of foreign currencies will not be material to our results from
operations in fiscal year 2008.
ITEM 4. CONTROLS AND PROCEDURES
We maintain a system of disclosure controls and procedures that are designed to provide reasonable
assurance that information that is required to be timely disclosed is accumulated and communicated
to management in a timely fashion. An evaluation of the effectiveness of the design and operation
of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange
Act of 1934, as amended) was performed as of the end of the period covered by this report. This
evaluation was performed under the supervision and with the participation of management, including
our Chief Executive Officer and Chief Financial Officer. Based upon that evaluation, our Chief
Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures
are effective to provide reasonable assurance that information we are required to disclose in the
reports that we file or submit under the Exchange Act is accumulated and communicated to
management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to
allow timely decisions regarding required disclosure and are effective to provide reasonable
assurance that such information is recorded, processed, summarized and reported within the time
periods specified by the SECs rules and forms.
There was no change in the Companys internal controls over financial reporting that occurred
during the quarter covered by this report that has materially affected, or is reasonably likely to
materially affect, our internal control over financial reporting.
36
PART II OTHER INFORMATION
ITEM 1A. RISK FACTORS
In addition to the risk factors disclosed in our Form 10-K for the year ended April 28, 2007, you
should consider the following risk:
If we are unable to complete the refinancing of our debt obligation, we would be unable to repay
our private placement debt if the lenders were to accelerate the maturity of this debt.
During November 2007, we signed an engagement letter with our lead bank to refinance our current
debt obligations. Due to current business conditions, we could be in noncompliance with the
third quarter fixed charge coverage ratio requirements in our existing revolving credit facility
(under which no borrowings are outstanding) and in the agreement governing our private placement
notes (under which $121.0 million is outstanding). Although we consider this unlikely, if our
private placement noteholders were to accelerate the maturity of our debt and we were unable to
complete the refinancing of a new credit facility during our fiscal 2008 third quarter, we would be
unable to satisfy our repayment obligations and would default under our private placement debt
agreement. As a result, the private placement noteholders would have certain rights including the
acceleration of principal and interest payments, which could have an adverse effect on our results
of operation and financial condition.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
During the second quarter of fiscal 2008, we sold shares of our common stock to our non-employee
directors pursuant to our Restricted Stock Plan for Non-Employee Directors without registration
under the Securities Act of 1933 in reliance on the exemption provided in Section 4(2) of the Act.
In accordance with the terms of the plan, we sold these shares to our non-employee directors upon
their acceptance of awards granted to them to purchase shares at 25% of their fair market value on
the date of grant. The following table shows the date of these sales, the number of shares sold,
and the per share and aggregate sales price.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Shares |
|
Per Share |
|
Aggregate |
Date of Sale |
|
Sold |
|
Price |
|
Price |
August 2007 |
|
|
18,000 |
|
|
$ |
2.16 |
|
|
$ |
38,925 |
|
37
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Annual Meeting of Shareholders of La-Z-Boy Incorporated was
held on August 15, 2007. The
shareholders elected three directors for three-year terms expiring in 2010, elected one director to
serve the remainder of a three-year term expiring in 2008 and ratified the selection of the
independent registered public accounting firm for fiscal year 2008.
|
|
|
|
|
|
|
|
|
|
|
|
|
Proposal |
|
|
|
|
|
Percent |
|
|
|
|
Shares Voted |
|
Shares |
|
Shares |
Election of Directors for terms
expiring in 2010: |
|
In Favor |
|
In Favor |
|
Withheld |
David K. Hehl |
|
|
37,997,979 |
|
|
|
89.7 |
% |
|
|
4,382,460 |
|
Rocque E. Lipford |
|
|
27,411,899 |
|
|
|
64.7 |
% |
|
|
14,968,540 |
|
Jack L. Thompson |
|
|
38,015,635 |
|
|
|
89.7 |
% |
|
|
4,364,804 |
|
|
Election of Director for term expiring in 2008: |
|
|
|
|
|
|
|
|
|
|
|
|
W. Alan McCollough |
|
|
41,597,469 |
|
|
|
98.2 |
% |
|
|
782,970 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares |
|
|
|
|
Shares Voted |
|
Voted |
|
Shares |
Proposal |
|
In Favor |
|
Against |
|
Abstained |
Ratify the
selection of the
independent
registered public
accounting firm for
FYE 2008 |
|
|
42,163,666 |
|
|
|
89,461 |
|
|
|
127,310 |
|
ITEM 6. EXHIBITS
|
|
|
Exhibit |
|
|
Number |
|
Description |
(4.1)
|
|
Third Amendment dated as of
November 13, 2007 to Credit Agreement dated as
of March 30, 2004 |
|
(31.1)
|
|
Certifications of Chief Executive Officer pursuant to Rule 13a-14(a) |
|
(31.2)
|
|
Certifications of Chief Financial Officer pursuant to Rule 13a-14(a) |
|
(32)
|
|
Certifications of Executive Officers pursuant to 18 U.S.C. Section 1350(b) |
|
(99.1)
|
|
Press Release dated November 13, 2007 |
38
SIGNATURE
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.
|
|
|
|
|
|
|
|
|
LA-Z-BOY INCORPORATED |
|
|
|
|
|
|
|
|
|
(Registrant) |
|
|
|
|
|
|
|
|
|
Date: November 13, 2007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BY: /s/ Louis M. Riccio, Jr. |
|
|
|
|
|
|
|
|
|
Louis M. Riccio, Jr. |
|
|
|
|
Chief Financial Officer |
|
|
|
|
On behalf of the registrant and as |
|
|
|
|
Chief Financial Officer |
|
|
39