þ | ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
A. | Full title of the plan and the address of the plan, if different from that of the issuer named below: |
B. | Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: |
LA-Z-BOY INCORPORATED | ||||
RETIREMENT SAVINGS PLAN | ||||
By La-Z-Boy Incorporated | ||||
Plan Administrator | ||||
Date: June 27, 2008
|
/s/ Michael S. Skrzypczak | |||
Michael S. Skrzypczak | ||||
Vice President & Treasurer |
Index to Financial Statements and Supplemental Information | Page | |||||||
2 | ||||||||
Financial Statements |
||||||||
3 | ||||||||
4 | ||||||||
5-11 | ||||||||
Supplemental Information |
||||||||
12 | ||||||||
Exhibits |
||||||||
Exhibit 23: Consent of Independent Registered Public Accounting Firm |
13 | |||||||
Consent of Independent Registered Public Accounting Firm |
Note: | Other schedules required by Section 2520.103-10 of the Department of Labors Rules and Regulations for Reporting and Disclosure under ERISA have been omitted because they are not applicable. |
1
2
December 31, | ||||||||
2007 | 2006 | |||||||
Assets |
||||||||
Investments, at fair value |
$ | 155,000,256 | $ | 164,207,605 | ||||
Employer contributions receivable |
0 | 76,012 | ||||||
Employee contributions receivable |
0 | 194,263 | ||||||
Net assets available for benefits |
155,000,256 | 164,477,880 | ||||||
Liabilities |
||||||||
Excess contributions payable to participants |
175,969 | 0 | ||||||
Total net assets available for benefits |
$ | 154,824,287 | $ | 164,477,880 | ||||
3
Year Ended | ||||
December 31, | ||||
2007 | ||||
Additions |
||||
Investment income |
||||
Interest |
$ | 9,506,003 | ||
Dividends |
981,007 | |||
Net depreciation in fair value of investments |
(5,165,298 | ) | ||
5,321,712 | ||||
Contributions |
||||
Employee deferrals |
10,978,341 | |||
Employer match |
5,131,648 | |||
Rollovers |
271,032 | |||
16,381,021 | ||||
Total additions |
21,702,733 | |||
Deductions |
||||
Benefits paid to participants |
(31,169,953 | ) | ||
Administrative expenses |
(52,135 | ) | ||
Total deductions |
(31,222,088 | ) | ||
Transfers to other qualified plans |
(134,238 | ) | ||
Net decrease |
(9,653,593 | ) | ||
Net assets available for benefits: |
||||
Beginning of year |
164,477,880 | |||
End of year |
$ | 154,824,287 | ||
4
1. | Description of the Plan | |
The following description of the La-Z-Boy Incorporated Retirement Savings Plan (the Plan) is provided for general information purposes only. Participants should refer to the Plan agreement for a more complete description of the Plans provisions. | ||
General | ||
La-Z-Boy Incorporated (the Company) sponsors the Plan, which is a defined contribution plan covering eligible participants. The Plan is administered by a Central Board of Administration (the Board) appointed by the Board of Directors of the Company. The Investment Performance Review Committee oversees the investment options selected for the Plan. Mercer Trust Company (Mercer) serves as the trustee of the Plan, and Mercer HR Outsourcing is the record keeper for the Plan. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (ERISA). | ||
Participation and Eligibility | ||
Employees who have completed at least 90 days of service following their first day of employment and have attained the age of eighteen are eligible to become participants effective as of the next day after they meet these requirements, with the exception of the Companys ineligible subsidiaries. Employees of ineligible subsidiaries are not allowed to participate in the Plan. | ||
Vesting | ||
Participants are always fully vested in their own deferral accounts. Participants become vested 25% in employer matching contributions after one year of service and vest an additional 25% each year thereafter, becoming 100% vested after four years. Notwithstanding the foregoing schedule, a participant becomes 100% vested in the employer matching contributions upon attaining normal retirement age as defined by the Plan. | ||
Contributions | ||
Contributions to the Plan consist of the following: |
a. | Participants are permitted to make elective participant compensation deferral contributions in an amount up to ninety-nine percent of eligible compensation, not to exceed $15,500 in 2007. All employees who are eligible to make salary reductions under this Plan and who have attained age 50 before the close of the Plan Year shall be eligible to make catch-up contributions in accordance with, and subject to the limitations of, Code Section 414(v), which were limited to $5,000 in 2007 |
5
1. | Description of the Plan (continued) | |
Contributions (continued) |
b. | The Plan provides for employer matching contributions, except for employees of the Sam Moore division (which was sold on April 28, 2007), who were not eligible for an employer matching contribution. Supplemental employer matching contributions, based upon a number of factors including age, years of service, employee classification (factory hourly, factory supervisor, executive, salaried, office hourly) and division of the Company, are provided for in the Plan. Prior to August 1, 2006, most employer contributions were made to the Company Stock Fund, which consists of La-Z-Boy Incorporated common stock and money market investments, and remained in that fund until withdrawal from the Plan, or until a participant attained the age of fifty and elected to diversify their fund, as allowed by the Plan. Effective August 1, 2006, the Company employer matching contributions are no longer made to the Company Stock Fund. Instead participants are allowed to allocate the Company matching contribution, which is made in cash, just like their own contribution. Also effective August 1, 2006, the Plan no longer requires Participants to hold Company Stock Fund contributions until withdrawal from the Plan and instead Participants have the option to redirect these funds to any of the investment options that are available under the Plan. | ||
c. | Any forfeiture restoration amounts for participants with breaks in service; and | ||
d. | amounts that participants have the ability, under certain circumstances, to contribute that have been received as distributions from pension benefit plans or rollovers from selected eligible individual retirement arrangements. |
However, total individual participant contributions shall not exceed the lesser of: |
a. | ninety-nine percent of the eligible compensation of the participant during the plan year; or | ||
b. | the aggregate individual participant limitations set forth under Section 415 of the Internal Revenue Code (IRC). |
Forfeitures | ||
The forfeited, nonvested portion of a terminated participants account may be used to reduce the Companys matching contribution. During 2007, $162,428, of employer matching contributions were forfeited by terminated employees before those amounts became vested. During 2007, forfeited nonvested balances in the amount of $249,840 were used to offset the Companys matching contributions and $144,858 remains available to be offset against future matching contributions at December 31, 2007. | ||
Voting Rights and Dividends | ||
Each participant who has an interest in the Company Stock Fund is entitled to exercise voting rights attributable to the shares allocated to his or her Company Stock Fund account and is notified by the trustee prior to the time that such rights are to be exercised. If the trustee does not receive timely instructions, the trustee itself or by proxy shall vote all such shares in the same ratio as the shares with respect to which instructions were received from participants. |
6
1. | Description of the Plan (continued) | |
Voting Rights and Dividends (continued) | ||
Each participant who has a vested interest in the Company Stock Fund may elect to receive cash dividends that are paid on shares of Company stock. Cash dividends that are distributed under this election shall be paid not later than ninety days after the close of the Plan year in which the cash dividends are paid, and are treated as benefits paid to participants in the Statement of Changes in Net Assets Available for Benefits. If a participant does not elect to receive cash dividends, cash dividends that are paid on shares of Company stock are reinvested in the Company Stock Fund. | ||
Plan Benefits | ||
Participants having four years of service under the Plan or attaining normal retirement age as defined by the Plan are entitled to the full value of their accounts. The value of a participants account will be paid as soon as administratively feasible after the date on which he or she terminates or retires. Each active participants account is credited with the participants contributions, the Companys contributions, and any earnings. The benefit to which a participant is entitled is the benefit that can be provided from the participants vested account balance. | ||
If a participants total vested account balance is $1,000 or less, the benefit payment will be made in the form of a lump sum cash payment. The participant also may elect to receive the entire portion of their account that is invested in the Company Stock Fund in cash or in La-Z-Boy Incorporated common stock. Participants are entitled to receive benefit payments in one or more of the following methods: |
(1) | Lump sum payment | ||
(2) | Payments over a period certain in monthly installments. The period over which such payment is to be made shall not extend beyond the earlier of the participants life expectancy (or the life expectancy of the Participant and the Participants designated Beneficiary) or the limited distribution period provided for in section 7.5(b) of the Plan. |
Death Benefits | ||
Upon the death of a participant, the value of his or her account becomes fully vested. As soon as administratively feasible thereafter, the value of the participants account will be paid to any beneficiary designated by the participant or as stipulated in the Plan. | ||
Disability Benefits | ||
Participants who become totally and permanently disabled are eligible for disability retirement benefits. The participant shall have the value of his or her account fully vested and payable in the same manner as normal retirement benefits. | ||
Hardship or Financial Need | ||
Upon application by the participant, the Board may direct distribution of such participants funds to alleviate extreme hardship. In no event shall the amount exceed 100% of the Participants Elective Account. The distribution shall be subject to personal income and excise taxes. |
7
1. | Description of the Plan (continued) | |
Participant Loans | ||
The Plan allows for loans to participants and beneficiaries. Participant and beneficiary loans may not be made for less than $1,000 or exceed the lesser of (i) $50,000 or (ii) 50% of the participants account balance less any current outstanding loans. The loan term may not be longer than 60 months unless the loan is used to acquire a principal residence, for which the term may be up to 15 years. Interest is charged on the loan at a rate equal to 1% above the Prime Rate quoted by The Wall Street Journal under the Money Rates section at the time the loan is granted. At December 31, 2007, such loans had interest rates ranging from 5% to 11% with maturity dates ranging from 2008-2022. As participant loans are repaid through payroll deduction, the amounts are allocated to the investment fund according to the participants most recent election with respect to current contributions. | ||
Expenses of the Plan | ||
Trustee fees are paid by the Plan. Investment management fees are paid by Plan participants based on participation in the various funds. Loan fees are paid by the participants. All other Plan expenses, including administrative and professional fees, are paid by the Company. | ||
Allocation of Assets | ||
Participant compensation deferral contributions are allocated to individual participant accounts each pay period. Company matching contributions are allocated to individual participant accounts each pay period, except for certain divisions which match on a less frequent schedule. Changes in the fair market value of investments and gains and losses on the disposition of investments, and investment income are allocated to individual participant accounts on a daily basis in proportion to their account balance. Trustee fees paid by the plan are allocated to participant accounts. | ||
Investment Options | ||
The Plan provides participants with several mutual fund investment options as well as the Company Stock Fund, which consists of La-Z-Boy Incorporated common stock. However, the Company Stock Fund was removed as an investment option for new contributions effective August 1, 2006. Effective August 1, 2006, the Company employer matching contributions were no longer made to the Company Stock Fund. Instead participants are allowed to allocate the Company matching contribution, which is made in cash, just like their own contribution. Also effective August 1, 2006, the Plan no longer requires Participants to hold Company Stock Fund contributions until withdrawal from the Plan and instead Participants have the option to redirect these funds to any of the investment options that are available under the Plan. | ||
Participant fund allocations are made in increments of one percent and participants may change their allocation of contributions among the investment options and transfer amounts between investment options on a daily basis. | ||
Transfers to Other Qualified Plans | ||
During the 2007 plan year, the Company completed the sale of its Clayton-Marcus operating unit. As a result of this transaction, participant loan balances in the amount of $134,238 were transferred out of the Plan. |
8
2. | Summary of Significant Accounting Policies | |
Basis of Accounting | ||
The accounts of the Plan are maintained on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America. | ||
Use of Estimates | ||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of net assets available for benefits at the date of the financial statements and the reported changes in net assets available for benefits during the reporting period. Actual results could differ from those estimates. | ||
Investment Valuation | ||
Investments are stated at fair values. Investments in securities traded on a national securities exchange are valued based on published quotations on the last business day of the plan year. Mutual fund investments are valued based on the quoted market prices as of the last business day of the plan year. Participant loans receivable are valued at cost which approximates fair value. | ||
Net Appreciation and Depreciation of Investments | ||
Net appreciation or depreciation includes realized gains and losses and net unrealized appreciation and depreciation. Realized gains and losses on investment transactions are recorded as the difference between proceeds received and the fair market value at the beginning of the year of the respective investments sold, or cost if acquired during the year. Net unrealized appreciation or depreciation in the fair market value of investments is recorded as the change between the fair market value of investments at the end of the year and the beginning of the year, or cost if acquired during the year. | ||
Investment transactions are reflected on a trade-date basis. Interest income is recognized on the accrual basis of accounting. Dividend income is recorded on the ex-dividend date. Income from other securities is recorded as earned on an accrual basis. | ||
The Plan presents in the statement of changes in net assets available for benefits the net appreciation in the fair value of its investments, which consists of the realized gains or losses and the unrealized appreciation (depreciation) of those investments. | ||
Newly Issued Accounting Pronouncements | ||
In September 2006, the FASB issued Statement on Financial Accounting Standards No. 157 (SFAS No. 157), Fair Value Measurements. SFAS No. 157 establishes a single authoritative definition of fair value, sets out a framework for measuring fair value and requires additional disclosures about fair value measurement. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007. The company does not believe the adoption of SFAS No. 157 will have a material impact on the financial statements. | ||
Benefits | ||
Payment of benefits are recorded when paid. |
9
3. | Investments | |
The following presents investments that represent five percent or more of the Plans net assets available for benefits at December 31, 2007 and 2006: |
December 31, | ||||||||
2007 | 2006 | |||||||
Fidelity Investments Freedom Funds |
$ | 19,685,013 | $ | 13,857,681 | ||||
JPMorgan Core Bond Fund |
18,501,827 | 18,336,259 | ||||||
Van Kampen Growth Fund |
15,577,690 | 14,079,540 | ||||||
La-Z-Boy Incorporated common stock |
14,403,290 | 27,584,862 | ||||||
The George Putnam Fund of Boston |
13,753,083 | 15,423,240 | ||||||
Harbor Capital International Fund |
13,733,550 | 11,695,640 | ||||||
Putnam Money Market Fund |
13,494,699 | 16,757,181 | ||||||
S&P 500 Index Fund |
13,475,049 | 13,644,707 |
Mutual funds |
$ | 2,645,052 | ||
La-Z-Boy Incorporated common stock |
(7,810,350 | ) | ||
$ | (5,165,298 | ) | ||
4. | Party-in-interest | |
Investments in the Company Stock Fund consist of 1,816,304 and 2,323,914 shares of La-Z-Boy Incorporated common stock at December 31, 2007 and 2006, respectively. |
10
5. | Tax Status of the Plan | |
The Plan obtained its latest determination letter on June 10, 2003, in which the Internal Revenue Service stated that the Plan, as then designed, was in compliance with the applicable requirements of the IRC. The Plan has been amended since receiving the determination letter. However, the Plan administrator believes that the Plan is currently designed and being operated in compliance with the applicable requirements of the IRC. Therefore, no provision for income taxes has been included in the Plans financial statements. | ||
6. | Plan Termination | |
Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, all amounts previously allocated to the participants shall be fully vested subject only to any charge or lien, which may then or thereafter exist and be due to the Trustee. | ||
7. | Risks and Uncertainties | |
The Plans invested assets consist of mutual funds and other investment securities. Investment securities are exposed to various risks, such as interest rate, market and credit. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in risks in the near term would materially affect participants account balances and the amounts reported in the statement of net assets available for benefits and statement of changes in net assets available for benefits. | ||
La-Z-Boy Incorporated common stock, included in the Company Stock Fund, accounts for approximately 9% and 17% of the net assets available for benefits of the Plan at December 31, 2007 and 2006, respectively. Fluctuations in the price of La-Z-Boy Incorporated common stock may materially affect the participants account balances and the net assets available for benefits of the Plan as a whole. | ||
8. | Plan Amendments | |
On August 1, 2006, the Plan was amended so that the employer matching contribution for a payroll period shall be 100% of that portion of the participants elective contribution that does not exceed 5% of the participants compensation for the payroll period. This percentage was reduced to 4% in May, 2007. This applies only to participants who at that time were eligible to participate in the La-Z-Boy Incorporated Employees Profit Sharing Plan. | ||
On August 1, 2006, the Plan was amended so that employer matching contributions shall no longer be invested in La-Z-Boy company stock. Further, the participants are no longer permitted to direct investment of any additional amounts into La-Z-Boy common stock and the participant may elect to diversify their La-Z-Boy common stock holdings into the other assets of funds made available in the Plan. This applies to all participants in the plan. |
11
(a) | (b) | (c) | (d) | (e) | ||||||
Description of Investment | ||||||||||
Including Maturity Date, Rate of | ||||||||||
Interest, Collateral, Par or | ||||||||||
Maturity Value and Number of | ||||||||||
Identity of Issuer, Borrower, or Similar Party | Shares Outstanding | Cost** | Current Value | |||||||
*
|
La-Z-Boy Incorporated Common Stock | 1,816,303.812 | $ | 14,403,290 | ||||||
JPMorgan Core Bond Fund | 1,711,547.344 | 18,501,827 | ||||||||
Putnam Money Market Fund | 13,494,698.992 | 13,494,699 | ||||||||
The George Putnam Fund of Boston | 856,356.407 | 13,753,084 | ||||||||
Van Kampen Growth Fund | 541,644.319 | 15,577,690 | ||||||||
Fidelity Investments Freedom Funds | 1,439,524.930 | 19,685,031 | ||||||||
S&P 500 Index Fund | 344,366.181 | 13,475,049 | ||||||||
Harbor Capital International Fund | 192,454.460 | 13,733,550 | ||||||||
*
|
Participant Loans | Participant notes receivable, interest ranging from 5% to 11% and maturity dates ranging from 2008-2022 | 10,645,028 | |||||||
T. Rowe Price Blue Chip Growth Fund | 170,367.933 | 6,859,013 | ||||||||
Putnam Equity Income Fund | 377,142.587 | 6,117,253 | ||||||||
Victory/Diversified Stock Fund | 264,309.331 | 4,696,777 | ||||||||
Lord Abbott Mid Cap Value Fund | 218,522.631 | 4,057,965 | ||||||||
$ | 155,000,256 |
* | La-Z-Boy Incorporated and participants are known parties-in-interest of the Plan. All investments other than La-Z-Boy Stock and participant loans are mutual funds. | |
** | Cost information for participant-directed investments has been omitted, as permitted by Section 520.103-10 of the Department of Labors Rules and Regulations for Reporting and Disclosure under ERISA. |
12
13