UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549-1004

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

 
February 18, 2014
 
 
(Date of Report (Date of Earliest Event Reported))
 

 
LA-Z-BOY INCORPORATED
 
 
(Exact name of registrant as specified in its charter)
 

MICHIGAN
1-9656
38-0751137
 
 
 
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification Number)

1284 North Telegraph Road, Monroe, Michigan
48162-3390
 
 
(Address of principal executive offices)
Zip Code

Registrant's telephone number, including area code (734) 242-1444

 
None
 

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 


Item 2.02 Results of Operations and Financial Condition.

On February 18, 2014, La-Z-Boy Incorporated issued a news release to report the company’s financial results for the third quarter ended January 25, 2014. A copy of the news release is attached to this current report on Form 8-K as Exhibit 99.1. Exhibit 99.2 contains unaudited financial data.

The information in Item 2.02 of this report and the related exhibits (Exhibits 99.1 and 99.2) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits

(d) The following exhibits are furnished as part of this report:

 
 
Description
 
 
News Release Dated February 18, 2014
 
 
Unaudited financial schedules
 

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: February 18, 2014
 
 
 
 
 
 
BY: /s/ Margaret L. Mueller
 
 
Margaret L. Mueller
 
 
Corporate Controller
 
 
 


Exhibit 99.1



NEWS RELEASE

Contact: Kathy Liebmann (734) 241-2438
kathy.liebmann@la-z-boy.com

LA-Z-BOY REPORTS FISCAL 2014 THIRD-QUARTER RESULTS

MONROE, MI., February 18, 2014—La-Z-Boy Incorporated (NYSE: LZB) today reported its operating results for the fiscal 2014 third quarter ended January 25, 2014.

Fiscal 2014 third-quarter:

· Consolidated sales for the third quarter increased 3.0% compared with the fiscal 2013 third quarter (results have been reclassified to reflect the treatment of Bauhaus, a component of La-Z-Boy’s Upholstery Segment, as a discontinued operation);
· Same-store written sales for the La-Z-Boy Furniture Galleries® store network increased 3.6% for the third quarter, on top of an 11.8% increase in last year’s third quarter;
· Consolidated operating income increased to $25.4 million from $22.8 million;
· The upholstery segment posted an 11.3% operating margin versus 10.3% in last year’s third quarter;
· The retail segment posted an operating margin of 3.8% compared with 3.7% in last year’s third quarter; and
· The company generated cash from operating activities of $30.4 million during the quarter.

Sales for the fiscal 2014 third quarter were $350.4 million, up 3.0% compared with the prior year’s third quarter. The company reported net income from continuing operations attributable to La-Z-Boy Incorporated of $17.2 million, or $0.32 per diluted share, compared with last year’s third-quarter results of $16.8 million, or $0.31 per diluted share, which included $0.04 relating to gains on the sale of investments and a related tax benefit.

Kurt L. Darrow, Chairman, President and Chief Executive Officer of La-Z-Boy, said, “We believe the fundamental pace of our business and ability to improve our profitability on sales growth remains steady and unchanged. During the third quarter, however, weather conditions did have some impact on sales, production and deliveries. Moving forward, we are confident we have the right plan in place to grow the company through our 4-4-5 store strategy while enjoying the benefits of our lean manufacturing structure. At the same time, our integrated retail model is delivering results and our sales, merchandising and marketing teams are driving market share gains.”

Wholesale Segments

For the fiscal 2014 third quarter, sales in the company’s upholstery segment increased 3.4% to $280.3 million from $271.1 million in the prior year’s third quarter. The operating margin for the quarter increased to 11.3% compared with 10.3% in last year’s third quarter. Due to the company’s agreement in principle to sell its Bauhaus operating unit during the third quarter of fiscal 2014, the reported results reflect the treatment of Bauhaus as a discontinued operation. Sales in the casegoods segment for the fiscal 2014 third quarter were $29.6 million, down 9.1% from $32.6 million in the fiscal 2013 third quarter, and the operating margin for the segment declined to (0.1%) from 0.6% in last year’s third quarter.

Darrow commented, “During the period, we increased our investment in the Live life comfortably marketing campaign, particularly before the holiday season. The advertising platform continues to expand consumers’ perceptions of what the brand has to offer in terms of a broad and stylish product line. Growth for our stationary product category remains at a faster pace than our core recliner business, although we experienced a solid increase in recliner sales this quarter, as well as sales of our power offering. This month, we are beginning to deliver the Urban Attitudes collection, which we introduced at the October Furniture Market. It was well received by dealers and we look forward to it making its way onto retail floors. On the manufacturing side, our production facilities are operating efficiently and we are realizing solid productivity gains.”

Darrow continued, “Our casegoods business remains challenged in this macroeconomic environment as consumers postpone large wood room group purchases, particularly formal collections. To address this, we are refreshing both the Kincaid and American Drew product lines with more transitional and casual room groups to appeal to a broader demographic. These groups are beginning to ship this quarter. Additionally, the Direct Container Program, which was introduced at the October Furniture Market, will begin product deliveries in our fourth quarter. It will allow dealers to mix Kincaid, American Drew and Lea product into one container, and will reduce delivery times while improving transportation costs, especially to the West Coast.”

Retail Segment

For the fiscal 2014 third quarter, retail delivered sales were $80.2 million, up 10.2% compared with the third quarter of last year. On the core base of 90 stores included in last year’s third quarter, sales for the segment increased 2.3% versus the prior-year quarter. The retail segment posted an operating profit of $3.1 million, or an operating margin of 3.8% for the quarter. This compares with an operating profit of $2.7 million, or an operating margin of 3.7% in last year’s third quarter.

Darrow stated, “Our retail segment continues to strengthen its performance and recorded its 20th consecutive quarterly improvement over prior-year results, despite the effect of weather issues, mostly in January, along the east coast and throughout the Midwest, where the majority of the company-owned stores are located. During the quarter, we closed on the acquisition of two stores in Youngstown, Ohio. Much of our sales growth for the quarter was driven by recently acquired and new stores with operating and other associated start-up costs impacting our profitability in the segment for the period.”

La-Z-Boy Furniture Galleries® Stores Network

System-wide, for the third quarter of fiscal 2014, including company-owned and independent-licensed stores, same-store written sales, which the company tracks as an indicator of retail activity, were up 3.6% versus last year’s third quarter.

Total written sales, which include new and closed stores, were up 3.9% for the third quarter. At the end of the third quarter, the La-Z-Boy Furniture Galleries® store system was composed of 312 stand-alone stores.

Darrow stated, “We believe the overall cadence of our business has not changed. While markets in the northeast and Midwest were challenged during the period, written sales in warmer climates and in those markets not impacted by severe weather conditions continued to exhibit strength. Accordingly, we are continuing to invest in our business to drive growth, with a focus on the execution of our 4-4-5 store strategy, where we aim to have 400 La‑Z‑Boy Furniture Galleries® stores, averaging $4 million in revenue per store, in five years. Given the strength of our brand and our strong network of La-Z-Boy Furniture Galleries® stores, we believe our best strategy to grow both sales and profit lies in fully penetrating North America with La-Z-Boy stores. We expect that the company and our independent dealers will close fiscal 2014 with 20 to 25 projects executed. In fiscal 2015, we expect to complete 30 to 35 projects, which will include new stores, remodels and relocations. The speed with which we execute this strategy will be governed by our ability to find the right locations with financially appropriate lease rates. We estimate that it will take five years to build out the store network, although we are building momentum with the strategy.”

In the fiscal 2014 third quarter, the La-Z-Boy Furniture Galleries® store network, including company-owned and independent-licensed stores, opened three new stores, and closed five. At the end of the quarter, 26 of the total 312 stores were in the new concept design format introduced in 2011.

Balance Sheet and Cash Flow

For the quarter, the company generated $30.4 million in cash flows from operating activities and ended the period with $140.1 million in cash and cash equivalents, $37.9 million in investments to enhance returns on cash and $12.6 million in restricted cash. The company purchased approximately 0.2 million shares of stock in the open market under its existing authorized share purchase program. The company has 3.3 million shares remaining to purchase.

Dividend

The company’s Board of Directors declared a regular quarterly cash dividend of $0.06 per share on the company’s common stock. The dividend will be paid on March 10, 2014, to shareholders of record as of February 28, 2014.

Business Outlook

Darrow stated, “We remain optimistic about our ability to continue to grow profitably in the future. The cadence of our business remains strong, particularly as we head into the fourth quarter, which is historically our largest volume period, and roll out our Urban Attitudes collections. Our integrated retail strategy has proven to be the right one, and we are building on it with our store expansion program. We will continue to make investments in the enterprise to grow, prosper and return value to shareholders.”

Conference Call

La-Z-Boy will hold a conference call with the investment community on Wednesday, February 19, 2014, at 8:30 a.m. eastern time. The toll-free dial-in number is 877.407.0778; international callers may use 201.689.8565.

Forward-looking Information

This news release contains, and oral statements made from time to time by representatives of La‑Z‑Boy may contain, “forward-looking statements.” 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 we anticipate or project due to a number of factors, including: (a) changes in consumer confidence and demographics; (b) speed of economic recovery or the possibility of another recession; (c) changes in the real estate and credit markets and their effects on our customers and suppliers; (d) international political unrest, terrorism or war; (e) volatility in energy and other commodities prices; (f) the impact of logistics on imports; (g) interest rate and currency exchange rate changes; (h) operating factors, such as supply, labor or distribution disruptions; (i) any court actions requiring us to return any of the Continued Dumping and Subsidy Offset Act distributions we have received; (j) changes in the domestic or international regulatory environment; (k) adoption of new accounting principles; (l) severe weather or other natural events such as hurricanes, earthquakes, flooding, tornadoes and tsunamis; (m) our ability to procure fabric rolls and leather hides or cut-and-sewn fabric and leather sets domestically or abroad; (n) information technology conversions or system failures; (o) effects of our brand awareness and marketing programs; (p) the discovery of defects in our products resulting in delays in manufacturing, recall campaigns, reputational damage, or increased warranty costs; (q) litigation arising out of alleged defects in our products; (r) our ability to locate new La-Z-Boy Furniture Galleries® stores (or store owners) and negotiate favorable lease terms for new or existing locations; (s) our ability to integrate acquired businesses and realize the benefit of anticipated synergies; and (t) those matters discussed in Item 1A of our fiscal 2013 Annual Report on Form 10-K 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, whether to reflect new information or new developments or for any other reason.

Additional Information

This news release is just one part of La-Z-Boy’s financial disclosures and should be read in conjunction with other information filed with the Securities and Exchange Commission, which is available at: http://investors.la-z-boy.com/phoenix.zhtml?c=92596&p=irol-sec. Investors and others wishing to be notified of future La-Z-Boy news releases, SEC filings and quarterly investor conference calls may sign up at: http://investors.la-z-boy.com/phoenix.zhtml?c=92596&p=irol-alerts&t=&id=&.

Background Information

La-Z-Boy Incorporated is one of the world’s leading residential furniture producers, marketing furniture for every room of the home. The La-Z-Boy Upholstery segment companies are La-Z-Boy and England. The Casegoods segment consists of four brands: American Drew, Lea, Hammary and Kincaid. The company-owned Retail segment includes 100 of the 312 La-Z-Boy Furniture Galleries® stores.

The corporation’s branded distribution network is dedicated to selling La-Z-Boy Incorporated products and brands, and includes 312 stand-alone La-Z-Boy Furniture Galleries® stores and 564 independent Comfort Studios® locations, in addition to in-store gallery programs for Kincaid, England and Lea. Additional information is available at http://www.la-z-boy.com/.
 
 


Exhibit 99.2

LA-Z-BOY INCORPORATED
CONSOLIDATED STATEMENT OF INCOME

 
 
Third Quarter Ended
 
(Unaudited, amounts in thousands, except per share data)
 
1/25/14
   
1/26/13
 
Sales
 
$
350,375
   
$
340,211
 
Cost of sales
   
228,186
     
227,956
 
Gross profit
   
122,189
     
112,255
 
Selling, general and administrative expense
   
96,740
     
89,443
 
Operating income
   
25,449
     
22,812
 
Interest expense
   
142
     
148
 
Interest income
   
183
     
198
 
Other income (expense), net
   
849
     
2,401
 
Income from continuing operations before income taxes
   
26,339
     
25,263
 
Income tax expense
   
8,751
     
8,391
 
Income from continuing operations
   
17,588
     
16,872
 
Income (loss) from discontinued operations, net of tax
   
(717
)
   
291
 
Net income
   
16,871
     
17,163
 
Net income attributable to noncontrolling interests
   
(388
)
   
(99
)
Net income attributable to La-Z-Boy Incorporated
 
$
16,483
   
$
17,064
 
 
               
Net income attributable to La-Z-Boy Incorporated:
               
Income from continuing operations attributable to La-Z-Boy Incorporated
 
$
17,200
   
$
16,773
 
Income (loss) from discontinued operations
   
(717
)
   
291
 
Net income attributable to La-Z-Boy Incorporated
 
$
16,483
   
$
17,064
 
 
               
Basic average shares
   
52,516
     
52,431
 
Basic net income attributable to La-Z-Boy Incorporated per share:
               
Income from continuing operations attributable to La-Z-Boy Incorporated
 
$
0.33
   
$
0.31
 
Income (loss) from discontinued operations
   
(0.02
)
   
0.01
 
Basic net income attributable to La-Z-Boy Incorporated per share
 
$
0.31
   
$
0.32
 
 
               
Diluted average shares
   
53,226
     
53,401
 
Diluted net income attributable to La-Z-Boy Incorporated per share:
               
Income from continuing operations attributable to La-Z-Boy Incorporated
 
$
0.32
   
$
0.31
 
Income (loss) from discontinued operations
   
(0.01
)
   
0.01
 
Diluted net income attributable to La-Z-Boy Incorporated per share
 
$
0.31
   
$
0.32
 
 
               
Dividends declared per share
 
$
0.06
   
$
0.04
 

LA-Z-BOY INCORPORATED
CONSOLIDATED STATEMENT OF INCOME

 
 
Nine Months Ended
 
(Unaudited, amounts in thousands, except per share data)
 
1/25/14
   
1/26/13
 
Sales
 
$
1,017,692
   
$
945,848
 
Cost of sales
   
670,011
     
646,038
 
Gross profit
   
347,681
     
299,810
 
Selling, general and administrative expense
   
281,767
     
259,111
 
Operating income
   
65,914
     
40,699
 
Interest expense
   
411
     
512
 
Interest income
   
539
     
435
 
Other income (expense), net
   
1,107
     
2,515
 
Income from continuing operations before income taxes
   
67,149
     
43,137
 
Income tax expense
   
22,462
     
14,912
 
Income from continuing operations
   
44,687
     
28,225
 
Income (loss) from discontinued operations, net of tax
   
(864
)
   
465
 
Net income
   
43,823
     
28,690
 
Net income attributable to noncontrolling interests
   
(1,006
)
   
(609
)
Net income attributable to La-Z-Boy Incorporated
 
$
42,817
   
$
28,081
 
 
               
Net income attributable to La-Z-Boy Incorporated:
               
Income from continuing operations attributable to La-Z-Boy Incorporated
 
$
43,681
   
$
27,616
 
Income (loss) from discontinued operations
   
(864
)
   
465
 
Net income attributable to La-Z-Boy Incorporated
 
$
42,817
   
$
28,081
 
 
               
Basic average shares
   
52,465
     
52,327
 
Basic net income attributable to La-Z-Boy Incorporated per share:
               
Income from continuing operations attributable to La-Z-Boy Incorporated
 
$
0.83
   
$
0.52
 
Income (loss) from discontinued operations
   
(0.02
)
   
0.01
 
Basic net income attributable to La-Z-Boy Incorporated per share
 
$
0.81
   
$
0.53
 
 
               
Diluted average shares
   
53,379
     
53,201
 
Diluted net income attributable to La-Z-Boy Incorporated per share:
               
Income from continuing operations attributable to La-Z-Boy Incorporated
 
$
0.81
   
$
0.51
 
Income (loss) from discontinued operations
   
(0.01
)
   
0.01
 
Diluted net income attributable to La-Z-Boy Incorporated per share
 
$
0.80
   
$
0.52
 
 
               
Dividends declared per share
 
$
0.14
   
$
0.04
 
 
               

LA-Z-BOY INCORPORATED
CONSOLIDATED BALANCE SHEET

(Unaudited, amounts in thousands)
 
1/25/14
   
4/27/13
 
Current assets
 
   
 
Cash and equivalents
 
$
140,112
   
$
131,085
 
Restricted cash
   
12,566
     
12,686
 
Receivables, net of allowance of $12,706 at 1/25/14 and $21,607 at 4/27/13
   
151,917
     
160,005
 
Inventories, net
   
159,586
     
146,343
 
Deferred income taxes – current
   
19,174
     
20,640
 
Business held for sale
   
8,923
     
 
Other current assets
   
27,797
     
30,121
 
Total current assets
   
520,075
     
500,880
 
Property, plant and equipment, net
   
122,422
     
118,060
 
Goodwill
   
13,923
     
12,837
 
Other intangible assets
   
5,931
     
4,838
 
Deferred income taxes – long-term
   
33,927
     
30,572
 
Other long-term assets, net
   
67,923
     
53,184
 
Total assets
 
$
764,201
   
$
720,371
 
 
               
Current liabilities
               
Current portion of long-term debt
 
$
7,574
   
$
513
 
Accounts payable
   
53,814
     
50,542
 
Business held for sale
   
2,653
     
 
Accrued expenses and other current liabilities
   
99,841
     
99,108
 
Total current liabilities
   
163,882
     
150,163
 
Long-term debt
   
345
     
7,576
 
Other long-term liabilities
   
80,652
     
70,664
 
Contingencies and commitments
   
     
 
Shareholders’ equity
               
Preferred shares – 5,000 authorized; none issued
   
     
 
Common shares, $1 par value – 150,000 authorized; 52,419 outstanding at 1/25/14 and 52,392 outstanding at 4/27/13
   
52,419
     
52,392
 
Capital in excess of par value
   
254,403
     
241,888
 
Retained earnings
   
240,628
     
226,044
 
Accumulated other comprehensive loss
   
(35,512
)
   
(35,496
)
Total La-Z-Boy Incorporated shareholders' equity
   
511,938
     
484,828
 
Noncontrolling interests
   
7,384
     
7,140
 
Total equity
   
519,322
     
491,968
 
Total liabilities and equity
 
$
764,201
   
$
720,371
 

LA-Z-BOY INCORPORATED
CONSOLIDATED STATEMENT OF CASH FLOWS

 
 
Nine Months Ended
 
(Unaudited, amounts in thousands)
 
1/25/14
   
1/26/13
 
Cash flows from operating activities
 
   
 
Net income
 
$
43,823
   
$
28,690
 
Adjustments to reconcile net income to cash provided by (used for) operating activities
               
Gain on sale of investments
   
(282
)
   
(2,866
)
Impairment of business held for sale
   
1,149
     
 
Deferred income tax benefit
   
(2,929
)
   
(745
)
Restructuring
   
(115
)
   
2,716
 
Provision for doubtful accounts
   
(2,494
)
   
1,009
 
Depreciation and amortization
   
17,529
     
17,111
 
Stock-based compensation expense
   
7,371
     
8,198
 
Pension plan contributions
   
     
(3,480
)
Change in receivables
   
4,865
     
2,457
 
Change in inventories
   
(15,166
)
   
(12,355
)
Change in other assets
   
2,980
     
(5,432
)
Change in payables
   
2,865
     
(6,261
)
Change in other liabilities
   
3,193
     
4,410
 
Net cash provided by operating activities
   
62,789
     
33,452
 
 
               
Cash flows from investing activities
               
Proceeds from disposal of assets
   
2,248
     
1,484
 
Capital expenditures
   
(23,078
)
   
(21,792
)
Purchases of investments
   
(40,796
)
   
(36,353
)
Proceeds from sales of investments
   
27,974
     
12,658
 
Acquisitions, net of cash acquired
   
(801
)
   
(15,832
)
Change in restricted cash
   
120
     
(6,937
)
Net cash used for investing activities
   
(34,333
)
   
(66,772
)
 
               
Cash flows from financing activities
               
Payments on debt
   
(434
)
   
(2,372
)
Stock issued for stock and employee benefit plans
   
3,526
     
1,528
 
Excess tax benefit on stock option exercises
   
5,805
     
1,117
 
Purchases of common stock
   
(20,276
)
   
(5,217
)
Dividends paid
   
(7,375
)
   
(2,119
)
Net cash used for financing activities
   
(18,754
)
   
(7,063
)
 
               
Effect of exchange rate changes on cash and equivalents
   
(675
)
   
(6
)
Change in cash and equivalents
   
9,027
     
(40,389
)
Cash and equivalents at beginning of period
   
131,085
     
152,370
 
Cash and equivalents at end of period
 
$
140,112
   
$
111,981
 
 
               
Supplemental disclosure of non-cash investing activities
               
Capital expenditures included in payables
 
$
2,183
   
$
 

LA-Z-BOY INCORPORATED
SEGMENT INFORMATION

 
 
Third Quarter Ended
   
Nine Months Ended
 
(Unaudited, amounts in thousands)
 
1/25/14
   
1/26/13
   
1/25/14
   
1/26/13
 
Sales
 
   
   
   
 
Upholstery segment:
 
   
   
   
 
Sales to external customers
 
$
242,492
   
$
236,428
   
$
710,162
   
$
657,073
 
Intersegment sales
   
37,780
     
34,622
     
103,183
     
93,401
 
Upholstery segment sales
   
280,272
     
271,050
     
813,345
     
750,474
 
Casegoods segment:
                               
Sales to external customers
   
27,267
     
30,496
     
85,733
     
95,841
 
Intersegment sales
   
2,367
     
2,115
     
7,269
     
5,907
 
Casegoods segment sales
   
29,634
     
32,611
     
93,002
     
101,748
 
 
                               
Retail segment sales
   
80,212
     
72,772
     
219,845
     
191,089
 
Corporate and Other
   
404
     
515
     
1,952
     
1,845
 
Eliminations
   
(40,147
)
   
(36,737
)
   
(110,452
)
   
(99,308
)
Consolidated sales
 
$
350,375
   
$
340,211
   
$
1,017,692
   
$
945,848
 
 
                               
Operating Income (Loss)
                               
Upholstery segment
 
$
31,560
   
$
27,909
   
$
86,547
   
$
64,892
 
Casegoods segment
   
(41
)
   
200
     
1,161
     
2,381
 
Retail segment
   
3,087
     
2,668
     
8,264
     
105
 
Restructuring
   
60
     
(30
)
   
115
     
(2,633
)
Corporate and Other
   
(9,217
)
   
(7,935
)
   
(30,173
)
   
(24,046
)
Consolidated operating income
 
$
25,449
   
$
22,812
   
$
65,914
   
$
40,699